8-K

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):					March 20, 2020
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):
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

	Trading	Name of each exchange
Title of each class	Symbol	on which registered
Common Stock, $0.01 Par Value	TCO	New York Stock Exchange
6.5% Series J Cumulative Redeemable Preferred Stock, No Par Value	TCO PR J	New York Stock Exchange
6.25% Series K Cumulative Redeemable Preferred Stock, No Par Value	TCO PR K	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company     ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.    OTHER EVENTS.

On March 19, 2020, Taubman Centers, Inc. (the Company) issued a press release announcing the temporary closures of all but two of the Company’s U.S. shopping centers in response to COVID-19. The closures will be effective at the close of business on March 19 and will continue through March 29, or later if required by state or local government. 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 March 19, 2020, entitled "Taubman Centers, Inc. to Temporarily Close Shopping Centers in Response to COVID-19"
104	104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:	March 20, 2020	TAUBMAN CENTERS, INC.
		By:	/s/ Simon J. Leopold
			Simon J. Leopold
			Executive Vice President, Chief Financial Officer, and Treasurer

EX-99

Exhibit 99

Taubman Centers, Inc.	T 248.258.6800
200 East Long Lake Road	www.taubman.com
Suite 300
Bloomfield Hills, Michigan
48304-2324

Taubman Centers, Inc. to Temporarily Close Shopping Centers in

Response to COVID-19

Closures will be effective from the end of business on

March 19 through March 29 or later if required by state or local government

BLOOMFIELD HILLS, Mich., March 19, 2020 - Taubman Centers, Inc. (NYSE: TCO) today announced the temporary closures of all but two of the company’s U.S. shopping centers in response to COVID-19. The closures will be effective at the close of business on March 19 and will continue through March 29, or later if required by state or local government.

“After numerous discussions with state and local officials, we will temporarily cease operations in all but two centers this evening,” said the company’s Chairman, President and CEO Robert S. Taubman. “We are clearly in unprecedented times and this is right decision for our shoppers, retailers, employees and these communities.”

Following is the list of malls that will temporarily close:

California

Beverly Center (Los Angeles)

Sunvalley Shopping Center (Concord)

The Gardens on El Paseo (Palm Desert)

Colorado

Cherry Creek Shopping Center (Denver)

Connecticut

Stamford Town Center (Stamford)

Westfarms Mall (West Hartford)

Florida

Dolphin Mall (Miami)

International Plaza (Tampa)

The Mall at University Town Center (Sarasota)

Michigan

Great Lakes Crossing Outlets (Auburn Hills)

Twelve Oaks Mall (Novi)

New Jersey

The Mall at Short Hills (Short Hills)

Puerto Rico

The Mall of San Juan (San Juan)

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Tennessee

The Mall at Green Hills (Nashville)

Utah

City Creek Center (Salk Lake City)

Virginia

Fair Oaks Mall (Fairfax)

In some markets, restaurants or other tenants with exterior public entrances at enclosed malls may stay open at their discretion, as and to the extent permitted by law. Businesses with entrances inside of the mall will be closed.

Tenants at the company’s open-air, street-front retail centers - Country Club Plaza (Kansas City, Mo.) and International Market Place (Waikiki, Hawaii) - may continue to operate.

Taubman and The Forbes Company together own the following Florida centers that temporarily closed starting today, March 19, and will remain closed until at least March 29: Waterside Shops (Naples), The Mall at Millenia (Orlando) and The Gardens Mall (Palm Beach Gardens). Some full-service restaurants may remain open for takeout. These centers are managed by The Forbes Company.

Asia Centers

In Asia, the company operates three shopping centers - CityOn.Xi’an (Xi’an, China) and CityOn.Zhengzhou (Zhengzhou, Henan, China) in China and Starfield Hanam (Hanam, South Korea). In response to COVID-19, CityOn.Xi’an was closed for 34 days and reopened on February 29. CityOn.Zhengzhou was closed for 10 days and reopened on February 27. Starfield Hanam never closed due to the virus and remains in operation. The company continues to comply with the highest standards of public safety in Asia.

About Taubman

Taubman Centers is an S&P MidCap 400 Real Estate Investment Trust engaged in the ownership, management and/or leasing of 26 regional, super-regional and outlet shopping centers in the U.S. and Asia. Taubman’s U.S.-owned properties are the most productive in the publicly held U.S. regional mall industry. Founded in 1950, Taubman is headquartered in Bloomfield Hills, Mich. Taubman Asia, founded in 2005, is headquartered in Hong Kong. www.taubman.com.

For ease of use, references in this press release to “Taubman Centers,”, “we”, “us”, “our”, “company,” “Taubman” or an operating platform mean Taubman Centers, Inc. and/or one or more of a number of separate, affiliated entities. Business is actually conducted by an affiliated entity rather than Taubman Centers, Inc. itself or the named operating platform.

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This press release contains certain “forward-looking” statements as that term is defined by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are predictive in nature, that depend on or relate to future events or conditions, or that include words such as “believes”, “anticipates”, “expects”, “may”, “will”, “would,” “should”, “estimates”, “could”, “intends”, “plans” or other similar expressions are forward-looking statements. Forward-looking statements involve significant known and unknown risks and uncertainties that may cause actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements as a result of, but not limited to, the following factors: the failure to receive, on a timely basis or otherwise, the required approvals by Taubman’s shareholders; the risk that a condition to closing of the transaction may not be satisfied; Simon’s and Taubman’s ability to consummate the transaction; the possibility that the anticipated benefits from the transaction will not be fully realized; the ability of Taubman to retain key personnel and maintain relationships with business partners pending the consummation of the transaction; and the impact of legislative, regulatory and competitive changes and other risk factors relating to the industries in which Simon and Taubman operate, as detailed from time to time in each of Simon’s and Taubman’s reports filed with the SEC. There can be no assurance that the transaction will in fact be consummated.

Additional information about these factors and about the material factors or assumptions underlying such forward-looking statements may be found under Item 1.A in Taubman’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Taubman cautions that the foregoing list of important factors that may affect future results is not exhaustive. When relying on forward-looking statements to make decisions with respect to the proposed transaction, shareholders and others should carefully consider the foregoing factors and other uncertainties and potential events. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to Taubman or any other person acting on their behalf are expressly qualified in their entirety by the cautionary statements referenced above. The forward-looking statements contained herein speak only as of the date of this communication. Taubman does not undertake any obligation to update or revise any forward-looking statements for any reason, even if new information becomes available or other events occur in the future, except as may be required by law.

Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction involving Taubman and Simon. In connection with the proposed transaction, Taubman intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a preliminary proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, Taubman will mail the definitive proxy statement and a proxy card to each shareholder of Taubman entitled to vote at the special meeting relating to the proposed transaction. This communication is not a substitute for the proxy statement or any other document that Taubman may file with the SEC or send to its shareholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS OF TAUBMAN ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT TAUBMAN WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TAUBMAN AND THE PROPOSED TRANSACTION. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the proposed transaction (when they become available), and any other documents filed by TAUBMAN with the SEC, may be obtained free of charge at the SEC’s website (http://www.sec.gov) or at Taubman’s website (www.taubman.com).

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Participants in the Solicitation

Taubman and certain of its directors, executive officers and employees may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders of Taubman in connection with the transaction, including a description of their respective direct or indirect interests, by security holdings or otherwise, is included in the Proxy Statement described above filed with the SEC. Additional information regarding Taubman’s directors and executive officers is also included in the Taubman’s proxy statement on Schedule 14A for its 2019 Annual Meeting of Shareholders, which was filed with the SEC on April 30, 2019, or its Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the SEC on February 28, 2019. These documents are available free of charge as described above.

CONTACTS:

Maria Mainville, Taubman, Director, Strategic Communications

248-258-7469 or mmainville@taubman.com

Erik Wright, Taubman, Manager, Investor Relations

248-258-7390 or ewright@taubman.com

XML

Cover Page Document	Mar. 20, 2020
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Mar. 20, 2020
Entity Registrant Name	TAUBMAN CENTERS, INC.
Entity Incorporation, State or Country Code	MI
Entity File Number	1-11530
Entity Tax Identification Number	38-2033632
Entity Address, Address Line One	200 East Long Lake Road
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Bloomfield Hills,
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48304-2324
City Area Code	(248)
Local Phone Number	258-6800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000890319
Amendment Flag	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 Par Value
Trading Symbol	TCO
Security Exchange Name	NYSE
Series J Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	6.5% Series J Cumulative Redeemable Preferred Stock,No Par Value
Trading Symbol	TCO PR J
Security Exchange Name	NYSE
Series K Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	6.25% Series K CumulativeRedeemable Preferred Stock,No Par Value
Trading Symbol	TCO PR K
Security Exchange Name	NYSE