TAUBMAN REALTY GROUP LTD PARTNERSHIP
8-K, 1998-09-30
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                       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): September 30, 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.

      The  following is the text of a press release  issued by Taubman  Centers,
Inc.,  the  managing  general  partner  of  The  Taubman  Realty  Group  Limited
Partnership, on September 30, 1998.


CONTACT:                                                   FOR IMMEDIATE RELEASE
Christopher J. Tennyson                                       September 30, 1998
(248) 258-7519
Barbara K. Baker
(248) 258-7367
www.taubman.com



TAUBMAN COMPLETES PROPERTY SWAP

      BLOOMFIELD HILLS, Mich.,  September 30 -- Taubman Centers, Inc. (NYSE:TCO)
today  announced  that General Motors  Pension  Trusts'  (GMPT)  holdings in The
Taubman  Realty Group Limited  Partnership  (TRG) have been redeemed in exchange
for ownership of 10 Taubman  properties  together with a pro rata share of debt.
The  transaction,  valued at  approximately  $1.7  billion,  was part of a major
restructuring announced in August that also included simplification of Taubman's
governance,  recapitalization of its balance sheet and significant reductions in
its cost structure.  Taubman continues to manage the GMPT-owned properties under
third-party management  agreements.  GMPT continues to own 8.4 million shares of
Taubman  Centers common stock although it is no longer a partner in TRG which is
the operating partnership in the Taubman structure.

      "With the closing of the GMPT  transaction,  we have nearly  completed our
restructuring,"  said Robert S.  Taubman,  Taubman  Centers  president and chief
executive  officer.  "Taubman Centers is now a majority owner of TRG and we have
dissolved the TRG Partnership  Committee.  Our debt tender was successful,  with
$702  million of $708  million of notes  tendered,  and we are in the process of
replacing  this  unsecured  debt with longer term,  secured  financing.  We have
implemented about two-thirds of the $10 million general and administrative  cost
savings we announced  last month and are confident that the remainder will be in
place before year end. Most  importantly,  Taubman Centers is now a more focused
development company with a higher growth rate."

      Taubman Centers is a real estate  investment  trust which owns,  develops,
acquires and operates regional shopping centers nationally. Taubman Centers owns
and operates urban and suburban  regional  shopping centers from coast to coast.
The company is headquartered in Bloomfield Hills, Michigan.




<PAGE>



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>


                                   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: September 30, 1998                             By: /s/ Esther R. Blum
                                                         -----------------------
                                                     Esther R. Blum
                                                     Chief Accounting Officer



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