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Taubman Realty Group Ltd Partnership – ‘8-K’ for 8/18/98

As of: Thursday, 8/20/98 · For: 8/18/98 · Accession #: 917473-98-14 · File #: 33-73988

  As Of                Filer                Filing    For·On·As Docs:Size

 8/20/98  Taubman Realty Group LP           8-K:5       8/18/98    1:28K

Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Trg Form 8-K Dated August 18, 1998                    20     62K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Other matters
1	1st Page - Filing Submission
2	Item 5. Other matters

8-K 1st Page of 20 TOC ↑Top Previous Next ↓Bottom Just 1st
 
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)

8-K 2nd Page of 20 TOC 1st Previous Next ↓Bottom Just 2nd
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)

8-K 3rd Page of 20 TOC 1st Previous Next ↓Bottom Just 3rd
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)

8-K 4th Page of 20 TOC 1st Previous Next ↓Bottom Just 4th
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)

8-K 5th Page of 20 TOC 1st Previous Next ↓Bottom Just 5th
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.               

#     #     # 

8-K 6th Page of 20 TOC 1st Previous Next ↓Bottom Just 6th
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                                                          

8-K 7th Page of 20 TOC 1st Previous Next ↓Bottom Just 7th
 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   

8-K 8th Page of 20 TOC 1st Previous Next ↓Bottom Just 8th
     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        

8-K 9th Page of 20 TOC 1st Previous Next ↓Bottom Just 9th
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 

8-K 10th Page of 20 TOC 1st Previous Next ↓Bottom Just 10th
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

8-K 11th Page of 20 TOC 1st Previous Next ↓Bottom Just 11th
 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.       

8-K 12th Page of 20 TOC 1st Previous Next ↓Bottom Just 12th
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.                                                              

8-K 13th Page of 20 TOC 1st Previous Next ↓Bottom Just 13th
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.                          

8-K 14th Page of 20 TOC 1st Previous Next ↓Bottom Just 14th
 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                                         

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                                                        [Enlarge/Download Table]


                             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)                                                      

                                                                                                          
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.                                    

8-K 16th Page of 20 TOC 1st Previous Next ↓Bottom Just 16th
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

8-K 17th Page of 20 TOC 1st Previous Next ↓Bottom Just 17th
                                                        [Enlarge/Download Table]


                                                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)
-------                 -------                --------------   -----------  --------   ----------   ------------   ---------------
                                                                                                                                   

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)                                                                                                                             

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                                           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)
-------                 -------                --------------   -----------  --------   ----------   ------------   ---------------
                                                                                                                                   

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.                                                                                                                      

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                                                        [Enlarge/Download Table]


                                                       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)
-------                 -------                --------------   -----------  --------   ----------   ------------   ---------------
                                                                                                                                   

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).                                                                      

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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

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-K’ Filing	Date	First	Last	Other Filings

	3/12/99	7	16
	11/12/98	7	16
Filed on:	8/20/98	20
For Period End:	8/18/98	1	2
	6/30/98	2	15	10-Q
	12/31/97	2	19	10-K, 11-K
				List all Filings

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Filing Submission 0000917473-98-000014 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Taubman Realty Group Ltd Partnership – ‘8-K’ for 8/18/98

As of: Thursday, 8/20/98 · For: 8/18/98 · Accession #: 917473-98-14 · File #: 33-73988

Previous ‘8-K’: ‘8-K’ on 12/18/97 for 12/4/97 · Next: ‘8-K’ on / for 9/30/98 · Latest: ‘8-K’ on 10/15/98 for 9/30/98

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