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EX-99 - EXHIBIT - TAUBMAN CENTERS INCexhibit99.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
 
 
Date of report (date of earliest event reported):        December 4, 2012
 
 
TAUBMAN CENTERS, INC.
(Exact Name of Registrant as Specified in its Charter)
 
 
Michigan
(State of Other Jurisdiction of Incorporation)
 
 
 
1-11530
38-2033632
 
(Commission File Number)
(I.R.S. Employer Identification No.)
 
 
 
200 East Long Lake Road, Suite 300,
Bloomfield Hills, Michigan

48304-2324
 
(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)
 
 
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))








Item 8.01.    OTHER EVENTS.

On December 4, 2012, Taubman Centers, Inc. issued a press release announcing a sale of portions of its Taubman TCBL business to China Xintiandi, a subsidiary of Shui On Land (0272.HK) for $15.5 million, an amount approximately equal to Taubman's investment in the business. The transaction has been completed, but remains subject to closing adjustments. Taubman is expected to incur a tax liability of approximately $3.5 million, which will be recorded in the fourth quarter of 2012. This amount was not included in the company's 2012 earnings guidance issued on October 24.


A copy of the press release is attached as Exhibit 99 to this report and is incorporated herein by reference.


Item 9.01.    FINANCIAL STATEMENTS AND EXHIBITS.

(d)    Exhibits


Exhibit
Description
 
 
99
Press Release, dated December 4, 2012, entitled “Taubman Asia Reorganizes its China Business.”





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: December 5, 2012
TAUBMAN CENTERS, INC.
 
 
 
By: /s/ Lisa A. Payne            
 
Lisa A. Payne
 
Vice Chairman and Chief Financial Officer




EXHIBIT INDEX

Exhibit
Description
 
 
99
Press Release, dated December 4, 2012, entitled “Taubman Asia Reorganizes its China Business.”