SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Reporting Pursuant
to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of report (earliest event reported): August 18, 1998
THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 33-73988 38-3097317
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
200 East Long Lake Road, Suite 300, Bloomfield Hills, Michigan 48303-0200
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, Including Area Code: (248) 258-6800
None
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other matters.
On August 18, 1998, Taubman Centers, Inc., the managing general partner of
The Taubman Realty Group Limited Partnership, made available information
regarding certain current developments in the form of a press release and
investor supplements, as contained in this Item.
The historical information presented in the investor supplements has been
derived from the underlying financial records, which are the basis of the
information presented in the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1997 and Report on Form 10-Q for the period ended June
30, 1998, and should be read in conjunction with those documents. The
information in the investor supplements is not necessarily indicative of the
operating results or financial position of the Registrant for any future
periods.
The following is the text of the press release issued on August 18, 1998.
CONTACT: FOR IMMEDIATE RELEASE
August 18, 1998
Christopher J. Tennyson
(248) 258-7519
Barbara K. Baker
(248) 258-7367
www.taubman.com
TAUBMAN ANNOUNCES RESTRUCTURING
Initiatives Position Company for Long-Term Growth
BLOOMFIELD HILLS, Mich., August 18 -- Taubman Centers, Inc. (NYSE:TCO), one
of the nation's leading developers of regional shopping centers, today announced
the following restructuring and recapitalization initiatives:
o Taubman and the General Motors Pension Trusts (GMPT) have reached a
definitive agreement to exchange GMPT's holdings in the Taubman Realty
Group Limited Partnership for interests in 10 Taubman shopping centers;
o Taubman will restructure its balance sheet for increased financial
flexibility by replacing unsecured debt with secured debt;
o Taubman will simplify its governance structure to reflect increased
public ownership; and
o Taubman will significantly reduce general and administrative expenses.
"The actions we're announcing today create a strengthened, more focused
development company with materially enhanced prospects for long-term growth,"
said Robert Taubman, president and chief executive officer of Taubman Centers.
"We're confident that restructuring ownership, divesting assets, emphasizing
development, moving to secured financing, and streamlining the organization are
winning strategies for our company and our investors."
(more)
<PAGE>
Taubman Centers/2
GMPT Partnership Units Exchanged for Centers
Central to the company's restructuring is a significant reduction in the
ownership position of the General Motors Pension Trusts (GMPT), which hold their
interests in a combination of Taubman Realty Group (TRG) partnership units and
Taubman Centers common shares. Taubman Centers, a real estate investment trust,
is the managing general partner of TRG, which is a limited partnership.
Taubman will exchange interests in 10 shopping centers (see attached
property listing), together with a pro rata share of debt, for all of the GMPT's
partnership units, representing approximately 37 percent of TRG's equity base.
Taubman will continue to manage the GMPT properties under a third-party
management agreement. Although GMPT will no longer hold TRG partnership units,
the Trusts will retain their 8.4 million shares of Taubman Centers common stock.
"The GM Pension Trusts have been partners in the Taubman shopping center
business since 1985 and were instrumental in the creation of the publicly owned
REIT in 1992," said W. Allen Reed, president and chief executive officer of
General Motors Investment Management Corporation. "This is the largest single
investment in our portfolio. The restructuring announced today will accomplish
two objectives for the Trusts: It reduces our ownership in Taubman to a level
more consistent with our investments in other publicly traded companies;
secondly, it enables us to maintain our exposure to a high quality portfolio of
regional centers on a direct ownership basis, consistent with our overall real
estate strategy. It also positions Taubman to realize higher growth through its
development strategy. As the GM Pension Trusts will continue to be a major
shareholder in Taubman Centers, we look forward to participating in that future
growth."
Morgan Stanley was financial advisor to Taubman, and has provided a
fairness opinion on the transaction, which has been approved by the Taubman
Centers Board of Directors and is scheduled to close by September 30. AEW
Capital Management, which has advised the Trusts with respect to their
investment in TRG since its inception, represented the Trusts in the
transaction.
(more)
<PAGE>
Taubman Centers/3
Enhanced Long-Term Growth
All projects in the Taubman development pipeline, including the recently
announced joint ventures with the Mills Corporation, remain with the company.
"We will be opening on average at least one center per year for the foreseeable
future (see attached development project opening schedule) at returns we expect
to be substantially in excess of acquisition yields. With a smaller core
portfolio, every dollar of development capital spending will contribute more to
our rate of growth. We've invested heavily in our development program, and as a
result are solidly positioned to achieve double digit growth over the next five
years," said Mr. Taubman.
"The 15 operating properties we are retaining, with 1997 average sales of
$410 per square foot, constitute the most productive portfolio of regional
shopping centers in the industry, and provide an excellent base for internal and
external growth," said Mr. Taubman.
Cost Reductions
"An important aspect of this restructuring is a reduction of over $10
million in general and administrative expense by 1999," said Mr. Taubman. "In
addition, we are using this transaction as a catalyst for change within our
organization, taking a hard look at everything we do. Without compromising the
best aspects of our culture, we intend to identify further efficiencies that
will materially improve operating margins."
Recapitalization to Increase Financial Flexibility
"Concurrent with this reconfiguration, we will restructure our balance
sheet and initiate a new approach to financing," added Lisa A. Payne, executive
vice president and chief financial officer. "Today we are beginning a tender
offer for TRG's $708 million of public unsecured debt. Our intent is to
refinance the company on a secured basis, lengthening debt maturities from three
to 10 years.
"We believe our new capital structure will both increase financing
flexibility and reduce our cost of capital. As a secured borrower, the company
will tap a significantly deeper and broader debt market, and lessen its reliance
on the equity market to finance our growth," said Ms. Payne.
(more)
<PAGE>
Taubman Centers/4
Governance Simplified
"The restructuring we're announcing today also allows us to simplify our
governance," said Ms. Payne. "With Taubman Centers now having a majority and
controlling interest in TRG, we will dissolve the TRG Partnership Committee.
GMPT will relinquish its two seats on the Taubman Centers Board of Directors,
resulting in the REIT having a majority of independent directors. In addition,
the REIT and partnership financial statements will now be consolidated,
dramatically simplifying the reporting and analysis of our business."
NOTE:
This release contains forward-looking statements within the meaning of the
federal securities laws. Actual future performance, outcomes and results may
differ materially from those expressed as a result of a number of risks,
uncertainties and assumptions that cannot be accurately predicted. Examples of
these factors include (without limitation) general industry and economic
conditions, interest rate trends, leasing demand and rental rates, unanticipated
development costs and delays, the continued availability of financing in the
amounts and the terms necessary to support future business, changing department
store expansion strategies, tenant bankruptcies, and competition.
# # #
<PAGE>
Property Listing
Taubman Centers GMPT
- --------------- ----
Arizona Mills Briarwood
Tempe, AZ Ann Arbor, MI
Beverly Center Columbus City Center
Los Angeles, CA Columbus, OH
Biltmore Fashion Park The Falls
Phoenix, AZ Miami, FL
Cherry Creek Hilltop
Denver, CO Richmond, CA
Fair Oaks Lakeforest
Fairfax, VA Gaithersburg, MD
Fairlane Town Center Marley Station
Dearborn, MI Anne Arundel County, MD
La Cumbre Plaza Meadowood Mall
Santa Barbara, CA Reno, NV
Lakeside Stoneridge
Sterling Heights, MI Pleasanton, CA
Paseo Nuevo The Mall at Tuttle Crossing
Santa Barbara, CA Columbus, OH
Regency Square Woodfield
Richmond, VA Schaumburg, IL
The Mall at Short Hills
Short Hills, NJ
Stamford Town Center
Stamford, CT
Twelve Oaks Mall
Novi, MI
Westfarms
West Hartford, CT
Woodland
Grand Rapids, MI
<PAGE>
Development Projects Opening Schedule
The following Taubman development projects are scheduled to open by the fall of
2001:
Opening Project Announced Anchors
- ------- ------- -----------------
Nov. 12, 1998 Great Lakes Crossing 17 value regional anchors including
Auburn Hills, MI Neiman Marcus Last Call, Off-5th Saks
Outlet, Bass Pro Outdoor World and
Star Theatres
Mar. 12, 1999 MacArthur Center Nordstrom, Dillard's
Norfolk, VA
1999 - 2001 Memorial City Mall Neiman Marcus, Lord & Taylor,
(redevelopment) Nordstrom, Foley's, Sears, Montgomery
Houston, TX Ward, Mervyn's
2000 Keystone Crossing Value regional anchors
Chester County, PA
2001 Wellington Green Dillard's, Burdines, JCPenney, Lord &
West Palm Beach, FL Taylor
2001 International Plaza Nordstrom, Lord & Taylor
Tampa, FL
2001 North Dallas Center Neiman Marcus, Dillard's, Foley's,
Plano, TX Lord & Taylor
<PAGE>
The following pages constitute the supplements that have been made
available to investors and analysts to assist them in understanding the
announced transactions involving the assets the Registrant will retain and those
that GMPT will acquire. The two asset groups have never been operated as
separate businesses, as they will be following the closing of the announced
transactions, and the supplemental materials are not intended to constitute a
projection or estimate of the Registrant's future operating results or financial
condition.
New Ownership Structure
- --------------------------------------------------------------------------------
62.7% 37.3%
TAUBMAN CENTERS, INC. Taubman Family
52.9 million shares &
(8.4 million held by GMPT) Other Unitholders
52.9 Million Units 31.4 Million Units
| |
| |
--------------------------------------
|
TAUBMAN REALTY GROUP L.P. (TRG)
15 Operating Centers,
2 Centers Under Construction
& Development Pipeline
84.3 Million Partnership Units
<PAGE>
Old Ownership Structure
- --------------------------------------------------------------------------------
37.2% 39.4% 23.4%
GMPT TAUBMAN CENTERS, INC. Taubman Family
&
52.9 million shares Other Unitholders
(8.4 million held by GMPT)
50.0 Million Units 52.9 Million Units 31.4 Million Units
| | |
| | |
----------------------------------------------------------
|
TAUBMAN REALTY GROUP L.P. (TRG)
25 Operating Centers,
2 Centers Under Construction
& Development Pipeline
134.3 Million Partnership Units
<PAGE>
Summary Portfolio
- --------------------------------------------------------------------------------
Taubman Properties
Western Region Midwest East Coast
-------------- ------- ----------
Arizona Mills Fairlane Town Center Fair Oaks
Tempe, AZ Dearborn, MI Fairfax, VA
Beverly Center Lakeside The Mall at Short Hills
Los Angeles, CA Sterling Heights, MI Short Hills, NJ
Biltmore Fashion Park Twelve Oaks Mall Stamford Town Center
Phoenix, AZ Novi, MI Stamford, CT
Cherry Creek Woodland Regency Square
Denver, CO Grand Rapids, MI Richmond, VA
La Cumbre Plaza Great Lakes Crossing Westfarms
Santa Barbara, CA Auburn Hills, MI West Hartford, CT
Opening November 1998
Paseo Nuevo MacArthur Center
Santa Barbara, CA Norfolk, VA
Opening March 1999
<PAGE>
1997 Operating Statistics
- --------------------------------------------------------------------------------
Taubman 1997
Portfolio(1) As Reported
--------- -----------
Sales psf $410 $384
Ending Occupancy 90.7% 90.3%
Occupancy Costs
as a % of Sales 14.5% 14.8%
Average Rent psf $41.37 $38.79
(1) The Taubman Portfolio column contains information for the properties that
Taubman will retain. These results are also included in the "1997 As
Reported" column along with the results of the GMPT Properties.
<PAGE>
1997 EBITDA Results Excluding the GMPT Properties (2)(3)(4)
- --------------------------------------------------------------------------------
Year Ended December 31, 1997
-------------------------------------------------
TRG UNCONSOLIDATED TOTAL
CONSOLIDATED JOINT MANAGED
BUSINESSES VENTURES(1) BUSINESSES
-------------------------------------------------
(in millions of dollars)
REVENUES:
Minimum rents 86.4 121.1 207.5
Percentage rents 5.0 2.6 7.5
Expense recoveries 51.6 64.4 115.9
Management, leasing and
development 8.8 8.8
Other 10.4 8.0 18.4
----- ----- -----
Total Revenues 162.1 196.1 358.2
OPERATING COSTS (2):
Recoverable expenses 45.6 53.7 99.2
Other operating 16.8 10.7 27.5
Management, leasing and
development 4.7 4.7
----- ----- -----
67.1 64.4 131.4
----- ----- -----
95.0 131.8 226.7
===== ===== =====
EBITDA contribution before
general and administrative
expense(4) 95.0 74.4 169.4
===== ===== =====
- -----------------------------------------------------------------
(1) With the exception of the EBITDA contribution, amounts represent 100% of
the Unconsolidated Joint Ventures. Amounts are net of intercompany profits.
The Unconsolidated Joint Ventures are accounted for under the equity method
in TRG's Consolidated Financial Statements.
(2) Operating costs exclude interest and depreciation and amortization, which
are excluded from the definition of EBITDA, and general and administrative
expense, historical levels of which are not expected to be indicative of
future levels.
(3) Amounts in the table may not add due to rounding.
(4) Annualization of acquisitions and developments not in place for all of
1997 would increase the Total Managed Businesses' EBITDA contribution
before general and administrative expense of $169.4 million to $186
million.
<PAGE>
1998 Year to Date EBITDA Results Excluding the GMPT Properties (2)(3)
- --------------------------------------------------------------------------------
Six Months Ended June 30, 1998
-------------------------------------------------
TRG UNCONSOLIDATED TOTAL
CONSOLIDATED JOINT MANAGED
BUSINESSES VENTURES(1) BUSINESSES
-------------------------------------------------
(in millions of dollars)
REVENUES:
Minimum rents 47.2 71.6 118.8
Percentage rents 1.6 1.4 3.0
Expense recoveries 27.0 36.7 63.7
Management, leasing and
development 3.9 3.9
Other 5.9 3.8 9.7
----- ----- -----
Total Revenues 85.7 113.4 199.1
OPERATING COSTS (2):
Recoverable expenses 23.5 30.2 53.8
Other operating 10.1 6.5 16.6
Management, leasing and
development 2.4 2.4
----- ----- -----
36.1 36.7 72.8
----- ----- -----
49.6 76.7 126.3
===== ===== =====
EBITDA contribution before
general and administrative
expense 49.6 41.9 91.5
===== ===== =====
- -----------------------------------------------------------------
(1) With the exception of the EBITDA contribution, amounts represent 100% of
the Unconsolidated Joint Ventures. Amounts are net of intercompany profits.
The Unconsolidated Joint Ventures are accounted for under the equity method
in TRG's Consolidated Financial Statements.
(2) Operating costs exclude interest and depreciation and amortization, which
are excluded from the definition of EBITDA, and general and administrative
expense, historical levels of which are not expected to be indicative of
future levels.
(3) Amounts in the table may not add due to rounding.
<PAGE>
Transaction 1997 Cap Rate
- --------------------------------------------------------------------------------
(in millions)
GMPT Taubman
---- -------
1997 EBITDA before G&A $112 $169
Annualization of acquisitions
and development 20 17
---- ----
$132 $186
Debt as of 6/30/98* $989 $1,021
Debt associated with
MacArthur Center and
Great Lakes Crossing (150)
Series A Preferred Equity 200
---- ------
$989 $1,071
Number of Units at 6/30/98 (in millions) 50 84.3
Equity value at $13.50 per unit $675 $1,138
Total Capitalization $1,664 $2,209
Trailing Cap Rate 7.9% 8.4%
- ---------------------------------------
*Includes $93 million transaction costs
<PAGE>
<TABLE>
<CAPTION>
Taubman Pro Forma Debt
- ---------------------------------------------------------------------------------------------------------
Pro Forma
Taubman Taubman
Beneficial Beneficial
Interest in Debt GMPT Taubman Interest in Debt
Taubman Centers as of 6/30/98 Debt Adjustments(1) as of 6/30/98
- ----------------------------------------------------------------------------------------------------------
(in millions of dollars)
<S> <C> <C> <C> <C>
Centers Consolidated in
TRG's Financial Statements
- ---------------------------------
Beverly Center 146.0
MacArthur Center (70%) 52.1
Assessment Bonds 3.0
Centers Owned by Unconsolidated
Joint Ventures/TRG's Ownership
- ---------------------------------
Arizona Mills (37%) 51.6
Cherry Creek (50%) 65.0
Fair Oaks (50%) 70.0
Lakeside (50%) 44.0
Stamford Town Center (50%) 27.6
Twelve Oaks Mall (50%) 25.0
Westfarms (79%) 122.4
Woodland (50%) 33.0
-------
639.6 639.6
GMPT Centers
- ---------------------------------
Columbus City Center 8.0
Stoneridge 74.9
Woodfield (50%) 86.0
Assessment Bonds 1.6
-------
170.5 (170.5) 0.0
Unsecured Debt (includes 1,107.0 (783.5) (253.5) 70.0(2)
untendered notes)
New Secured Debt 311.5 311.5
------- ------ ------ -------
Total June 30, 1998 Debt(3) 1,917.1 (954.0) 58.0 1,021.1
Estimated Transaction Costs 93.0 (35.0) (58.0) 0.0
------- ------ ------ -------
Pro Forma Debt 2,010.1 (989.0) 0.0 1,021.1
======= ====== ====== =======
Series A Preferred Equity 200.0 200.0
- --------------------------------------------------------------------------------------------------------
(1) All amounts are preliminary estimates. In addition, TRG expects to have a
$200 million credit line.
(2) Assumes 90 percent of the unissued notes are tendered.
(3) Includes approximately $150 million of debt upon which interest is being
capitalized related to Great Lakes Crossing and MacArthur Center.
</TABLE>
<PAGE>
Development Pipeline
- --------------------------------------------------------------------------------
Opening Project Announced Anchors
------- ------- -----------------
Nov. 12, 1998 Great Lakes Crossing 17 value regional anchors
Auburn Hills, MI including Neiman Marcus Last
Call, Off-5th Saks Outlet, Bass
Pro Outdoor World and Star
Theatres
Mar. 12, 1999 MacArthur Center Nordstrom, Dillard's
Norfolk, VA
1999 - 2001 Memorial City Mall Neiman Marcus, Lord & Taylor,
(redevelopment) Nordstrom, Foley's, Sears,
Houston, TX Montgomery Ward, Mervyn's
2000 Keystone Crossing Value regional anchors
Chester County, PA
2001 Wellington Green Dillard's, Burdines, JCPenney,
West Palm Beach, FL Lord & Taylor
2001 International Plaza Nordstrom, Lord & Taylor
Tampa, FL
2001 North Dallas Center Neiman Marcus, Dillard's,
Plano, TX Foley's, Lord & Taylor
<PAGE>
<TABLE>
<CAPTION>
TAUBMAN CENTERS PROPERTY LISTING
(After separation of GMPT properties)
- -----------------------------------------------------------------------------------------------------------------------------------
TRG's % Percent of Mall
Sq. Ft of GLA/ Ownership GLA Occupied
Mall GLA Year Opened/ Year as of as of 1997 Rent (1)
Centers Anchors as of 12/31/97 Expanded Acquired 12/31/97 12/31/97 (in Thousands)
- ------- ------- -------------- ----------- -------- ---------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Beverly Center Bloomingdale's, Macy's 908,000/ 1982 70%(2) 92% $ 24,797
Los Angeles, CA 600,000
Biltmore Fashion Park Macy's, Saks Fifth 569,000/ 1963/1992/ 1994 100% 95% 10,071
Phoenix, AZ Avenue 330,000 1997
Cherry Creek Foley's, Lord & Taylor, 903,000/ 1990 50% 96% 18,306
Denver, CO Neiman Marcus, Saks 430,000 (3)(4)
Fifth Avenue
Fair Oaks Hecht's, JCPenney, Lord 1,398,000/ 1980/1987/ 50% 88% 18,409
Fairfax, VA & Taylor, Sears 582,000 1988
(Washington, D.C.
Metropolitan Area)
Fairlane Town Center Hudson's, JCPenney, 1,484,000/(5) 1976/1978/ 100% 79% 13,632
Dearborn, MI Lord & Taylor, Saks 594,000 1980
(Detroit Metropolitan Fifth Avenue, Sears
Area)
La Cumbre Plaza Robinsons-May, Sears 478,000/ 1967/1989 1996 100% 95% 4,042
Santa Barbara, CA 178,000
Lakeside Crowley's, Hudson's, 1,474,000/ 1976/1980 50% 88% 16,398
Sterling Heights, MI JCPenney, Lord & 513,000
(Detroit Metropolitan Taylor, Sears
Area)
Paseo Nuevo Macy's, Nordstrom 438,000/ 1990 1996 100% 88% 4,193
Santa Barbara, CA 133,000
Regency Square Hecht's (two 825,000/ 1975/1987 1997 100% 100% 2,888(1)
Richmond, VA locations), JCPenney, 238,000
Sears
The Mall at Short Hills Bloomingdale's, 1,350,000/ 1980/1994/ 100% 96% 31,095
Short Hills, NJ Macy's, Neiman Marcus, 550,000 1995
Nordstrom, Saks Fifth
Avenue
Stamford Town Center Filene's, Macy's, 875,000/ 1982 50% 90% 15,678
Stamford, CT Saks Fifth Avenue 382,000
Twelve Oaks Mall Hudson's, JCPenney, 1,224,000/ 1977/1980 50% 95% 18,729
Novi, MI Lord & Taylor, Sears 486,000
(Detroit Metropolitan
Area)
<PAGE>
<CAPTION>
TAUBMAN CENTERS PROPERTY LISTING (continued)
(After separation of GMPT properties)
- -----------------------------------------------------------------------------------------------------------------------------------
TRG's % Percent of Mall
Sq. Ft of GLA/ Ownership GLA Occupied
Mall GLA Year Opened/ Year as of as of 1997 Rent (1)
Centers Anchors as of 12/31/97 Expanded Acquired 12/31/97 12/31/97 (in Thousands)
- ------- ------- -------------- ----------- -------- ---------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Westfarms Filene's, Filene's 1,298,000/ 1974/1997 79% 83% 17,230
West Hartford, CT Men's Store/Furniture 528,000
Gallery, JCPenney, Lord
& Taylor, Nordstrom
Woodland Hudson's, JCPenney, 1,094,000/ 1968/1974/ 50% 96% 13,843
Grand Rapids, MI Sears 369,000 1984/1989
Value Center:
- ------------
Arizona Mills Off 5th Saks, 1,157,000/ 1997 37% 80% 2,611(1)
Tempe, AZ Rainforest Cafe, 531,000
(Phoenix Metropolitan JCPenney Outlet, Neiman
Area) Marcus Last Call, ---------
Supersports USA,
GameWorks, Harkins Cinemas
Total GLA/Total Mall GLA: 15,475,000/
6,444,000
Average GLA/Average Mall GLA: 1,032,000/
430,000
- ----------------------------
(1) Includes minimum and percentage rent for the year ended December 31, 1997.
Excludes rent from certain peripheral properties. For Centers opened or
acquired in 1997, the amounts reflect rents for the period subsequent to
the opening or acquisition date. 1997 openings and acquisitions include
Regency Square (September), and Arizona Mills (November).
(2) TRG has an option to acquire the remaining 30%. The results of Beverly
Center are consolidated in TRG's financial statements.
(3) GLA excludes approximately 166,000 square feet for the renovated buildings
on adjacent peripheral land.
(4) An expansion of the Center of approximately 132,000 square feet of Mall GLA
will open in the fall of 1998.
(5) A 30-screen theater will be added and is anticipated to open by the summer
of 1999.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GMPT PROPERTY LISTING
- -----------------------------------------------------------------------------------------------------------------------------------
TRG's % Percent of Mall
Sq. Ft of GLA/ Ownership GLA Occupied
Mall GLA Year Opened/ Year as of as of 1997 Rent (1)
Centers Anchors as of 12/31/97 Expanded Acquired 12/31/97 12/31/97 (in Thousands)
- ------- ------- -------------- ----------- -------- ---------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Briarwood Hudson's, JCPenney, 990,000/ 1973/1980 100% 95% $12,433
Ann Arbor, MI Jacobson's, Sears 369,000
Columbus City Center Jacobson's, Lazarus, 1,209,000/ 1989 100% 98% 16,335
Columbus, OH Marshall Field's 415,000
The Falls Bloomingdale's, Macy's 812,000/ 1980/1996 1997 100% 90% 884(1)
Miami, FL 357,000
Hilltop JCPenney, Macy's, Sears 1,096,000/ 1976/1991 100% 85% 5,811
Richmond, CA 367,000
(San Francisco
Metropolitan Area)
Lakeforest Hecht's, JCPenney, Lord 1,107,000/ 1978/1992 100% 88% 13,045
Gaithersburg, MD & Taylor, Sears 437,000
(Washington, D.C.
Metropolitan Area)
Marley Station Hecht's, JCPenney, 1,088,000/ 1987/1994/ 100% 77% 9,447
Anne Arundel County, MD Macy's, Sears 375,000 1996
(Washington, D.C.
Metropolitan Area)
Meadowood Mall JCPenney, Macy's (two 889,000/ 1979/1995 100% 93% 9,666
Reno, NV locations), Sears 312,000
Stoneridge JCPenney, Macy's (two 1,291,000/ 1980/1990/ 100% 92% 15,608
Pleasanton, CA locations), Nordstrom, 449,000 1996
(San Francisco Sears
Metropolitan Area)
The Mall at Tuttle JCPenney, Lazarus, 974,000/ 1997 100% 93% 5,748(1)
Crossing Marshall Field's, 383,000
Columbus, OH Sears
Woodfield JCPenney, Lord & 2,267,000/ 1971/1972/ 50% 89% 35,286
Schaumburg, IL Taylor, Marshall 942,000 1995
(Chicago Metropolitan Field's, Nordstrom,
Area) Sears
Total GLA/Total Mall GLA: 11,723,000/
4,406,000
Average GLA/Average Mall GLA: 1,172,000/
441,000
- -----------------
(1) Includes minimum and percentage rent for the year ended December 31, 1997.
Excludes rent from certain peripheral properties. For Centers opened or
acquired in 1997, the amounts reflect rents for the period subsequent to
the opening or acquisition date. 1997 openings and acquisitions include The
Mall at Tuttle Crossing (July) and The Falls (December).
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
THE TAUBMAN REALTY GROUP
LIMITED PARTNERSHIP
Date: August 20, 1998 By: /s/ Lisa A. Payne
------------------------
Lisa A. Payne
Executive Vice President and
Chief Financial Officer
