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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 3, 1997
REGISTRATION NO. 333-35433
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1*
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TAUBMAN CENTERS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS ARTICLES OF INCORPORATION)
MICHIGAN 38-2033632
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
200 EAST LONG LAKE ROAD
SUITE 300, P.O. BOX 200
BLOOMFIELD HILLS, MICHIGAN 48303-0200
(248) 258-6800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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LISA A. PAYNE
TAUBMAN CENTERS, INC.
200 EAST LONG LAKE ROAD
SUITE 300, P.O. BOX 200
BLOOMFIELD HILLS, MICHIGAN 48303-0200
(248) 258-6800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPY TO:
DAVID A. HANDELSMAN, ESQ.
MIRO WEINER & KRAMER
500 N. WOODWARD AVENUE, SUITE 100
BLOOMFIELD HILLS, MICHIGAN 48304
(248) 646-2400
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If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
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* This Amendment is being filed pursuant to Rule 462(d) under the Securities Act
of 1933 and shall become effective immediately upon filing.
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EXPLANATORY NOTE:
This Post-Effective Amendment No. 1 (this "Amendment") is being filed
pursuant to Rule 462(d) under the Securities Act of 1933 for the sole purpose of
filing exhibits and, accordingly, shall become effective immediately upon filing
with the Securities and Exchange Commission ("Commission"). After giving effect
to this Amendment, Registration Statement No. 333-35433 (the "Registration
Statement") consists of the Registration Statement as filed with the Commission
at the time it became effective on September 19, 1997, as supplemented by (i) a
Preliminary Prospectus Supplement Issued September 29, 1997, to Prospectus dated
September 19, 1997, filed with the Commission pursuant to Rule 424(b)(5), (ii) a
Prospectus Supplement dated September 30, 1997, to Prospectus dated September
19, 1997, as filed with the Commission pursuant to Rule 424(b)(5), and (iii)
this Amendment consisting of the facing page, this Explanatory Note, Part II of
this Amendment, a signature page, and the exhibits filed herewith.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.(1)
Registration Fee............................................ $151,515.15
Engraving and Printing Expenses............................. $ 50,000.00
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Legal Fees and Expenses..................................... 150,000.00(2)
Accounting Fees and Expenses................................ 150,000.00(2)
Blue Sky Fees and Expenses.................................. 7,500.00(2)
Miscellaneous............................................... 50,000.00(2)
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Total....................................................... $559,015.15(2)
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(1) Excluding underwriting fees and commissions.
(2) Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Articles of Incorporation provide that no director of the
Registrant shall be liable to the Registrant or the shareholders for monetary
damages for breach of the director's fiduciary duty. Such provision does not
limit a director's liability to the Registrant or its shareholders resulting
from:
(i) a breach of the director's duty of loyalty to the Registrant or
its shareholders;
(ii) acts or omissions of the director not in good faith or that
involve intentional misconduct or knowing violation of law;
(iii) a violation of Section 551(1) of the Michigan Business
Corporation Act (relating to unlawful payments of dividends);
(iv) a transaction from which the director derived an improper
personal benefit; or
(v) any act or omission occurring prior to November 20, 1992.
The Registrant's Articles of Incorporation provide for mandatory
indemnification by the Registrant of its directors (including directors of
subsidiaries) to the fullest extent permitted or not prohibited by existing law
or to such greater extent as may be permitted or not prohibited under succeeding
provisions of law. The Registrant's Articles of Incorporation provide that the
Registrant shall pay the expenses incurred by a director of the Registrant
(including a director of a subsidiary) in defending a civil or criminal action,
suit, or proceeding involving such person's acts or omissions as a director of
the Registrant (or of a subsidiary).
The Registrant's Articles of Incorporation authorize the Registrant to
indemnify any officer of the Registrant (or of a subsidiary), if such person
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Registrant or its shareholders and,
with respect to a criminal action or proceeding, if the person had no reasonable
cause to believe his or her conduct was unlawful. Unless ordered by a court,
indemnification of an officer shall be made by the Registrant only as authorized
in a specific case upon the determination that indemnification of the officer is
proper in the circumstances because he or she has met the applicable standard of
conduct. Such determination shall be made (i) by majority vote of the directors
of the Registrant who are not parties to the action, suit or proceeding, (ii) by
independent legal counsel in a written opinion, or (iii) by the shareholders of
the Registrant. The Registrant's Articles of Incorporation authorize the
Registrant to pay the expenses incurred by an officer in defending a civil or
criminal action, suit, or proceeding in advance of the final disposition
thereof, upon receipt of an undertaking by or on behalf of such officer to repay
the expenses if it is ultimately determined that the person is not entitled to
be indemnified by the Registrant. Such undertaking shall be by unlimited general
obligation of the person on whose behalf advances are made but need not be
secured.
The Registrant has the power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee, or agent of the
Registrant or is liable as a director of the Registrant, or is or was
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serving, at the request of the Registrant, as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, against any liability asserted against him and incurred by him in
any such capacity or arising out of his status as such, regardless of whether
the Registrant would have power to indemnify him against such liability.
The Registrant has purchased a policy of directors' and officers' insurance
that insures both the Registrant and its officers and directors against expenses
and liabilities of the type normally insured against under such policies,
including the expense of the indemnifications described above.
ITEM 16. EXHIBITS
EXHIBIT
NUMBER
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1 -- Underwriting Agreement.
4(a) -- Form of Amended and Restated Articles of Incorporation.
4(b) -- Bylaws, as amended (incorporated by reference to Exhibit 3
to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996).
4(c) -- Form of The Amended and Restated Agreement of Limited
Partnership of The Taubman Realty Group Limited Partnership,
as amended through September 30, 1997.
4(d) -- Form of Contribution and Acceptance of Preferred Equity,
Designation of Series A Preferred Equity, and Establishment
of Preferred Rate.
*4(e) -- Form of Common Stock Warrant Agreement.
*4(f) -- Form of Preferred Stock Warrant Agreement.
*4(g) -- Form of Deposit Agreement and Depositary Receipt.
**5 -- Opinion of Miro Weiner & Kramer, counsel to Registrant, as
to the validity of the Securities.
**8 -- Opinion of Miro Weiner & Kramer, counsel to Registrant, as
to certain tax matters.
23(a) -- Consent of Deloitte & Touche LLP.
**23(b) -- Consent of Miro Weiner & Kramer (included in Exhibits 5 and
8).
**24 -- Powers of Attorney.
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* To be filed by amendment or incorporated by reference.
** Previously filed.
ITEM 17. UNDERTAKINGS.
The Registrant undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) (a) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. (b) Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
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price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in this
Registration Statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933 (the "Act"), each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the
termination of the offering.
Paragraphs (1)(i) and (1)(ii)(a) above do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
The Registrant undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers, and controlling persons of the Registrant
pursuant to the provisions described under Item 15 above, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefor, unenforceable. In the event that claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State
of Michigan, on the 3rd day of October, 1997.
TAUBMAN CENTERS, INC.
By: /s/ ROBERT S. TAUBMAN
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Robert S. Taubman
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement on Form S-3 has been
signed below by the following persons in the capacities and on the dates
indicated.
SIGNATURE TITLE DATE
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* Vice Chairman of the Board October 3, 1997
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Robert C. Larson
/s/ ROBERT S. TAUBMAN President, Chief Executive Officer, October 3, 1997
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Robert S. Taubman
/s/ LISA A. PAYNE Chief Financial Officer and Director October 3, 1997
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Lisa A. Payne
/s/ RICHARD B. MCGLINN Chief Accounting Officer October 3, 1997
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Richard B. McGlinn
* Director October 3, 1997
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Claude M. Ballard
* Director October 3, 1997
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Allan J. Bloostein
* Director October 3, 1997
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Jerome A. Chazen
* Director October 3, 1997
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Thomas E. Dobrowski
* Director October 3, 1997
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W. Allen Reed
*By: /s/ LISA A. PAYNE
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Lisa A. Payne, Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT
NUMBER
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1 -- Underwriting Agreement.
4(a) -- Form of Amended and Restated Articles of Incorporation.
4(b) -- Bylaws, as amended (incorporated by reference to Exhibit 3
to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996).
4(c) -- Form of The Amended and Restated Agreement of Limited
Partnership of The Taubman Realty Group Limited Partnership,
as amended through September 30, 1997.
4(d) -- Form of Contribution and Acceptance of Preferred Equity,
Designation of Series A Preferred Equity, and Establishment
of Preferred Rate.
*4(e) -- Form of Common Stock Warrant Agreement.
*4(f) -- Form of Preferred Stock Warrant Agreement.
*4(g) -- Form of Deposit Agreement and Depositary Receipt.
**5 -- Opinion of Miro Weiner & Kramer, counsel to Registrant, as
to the validity of the Securities.
**8 -- Opinion of Miro Weiner & Kramer, counsel to Registrant, as
to certain tax matters.
23(a) -- Consent of Deloitte & Touche LLP.
**23(b) -- Consent of Miro Weiner & Kramer (included in Exhibits 5 and
8).
**24 -- Powers of Attorney.
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* To be filed by amendment or incorporated by reference.
** Previously filed.