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 8, 2009
TAUBMAN CENTERS, INC.
(Exact Name of Registrant as Specified in its Charter)
Michigan
(State or Other Jurisdiction of Incorporation)
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1-11530
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38-2033632 |
(Commission File Number)
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(I.R.S. Employer Identification No.) |
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200 East Long Lake Road, Suite 300, |
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Bloomfield Hills, Michigan
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48304-2324 |
(Address of Principal Executive Office)
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(Zip Code) |
Registrants 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):
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement
On December 8, 2009, West Farms Associates and West Farms Mall, LLC (together, Westfarms)
and The Taubman Company LLC (together with Westfarms, the WFM Parties) entered into a settlement
agreement (the Settlement Agreement) with three developers of a project called Blue Back Square
in West Hartford, Connecticut. The Settlement Agreement relates to a lawsuit originally filed by
the developers against the WFM Parties and related persons in November 2007 in the Connecticut
Superior Court, Judicial District of Hartford at Hartford (Case No. CV-07-5014613-S) and
subsequently transferred to the Superior Court for the Judicial District of Waterbury at Waterbury
(Case No. UWY-CV-07-5007877-S). The developers alleged damages in excess of $40 million and sought
double and treble damages and punitive damages.
Pursuant to the Settlement Agreement, the lawsuit will be withdrawn with prejudice upon
payment by Westfarms of $34 million to the developers on or before December 15, 2009. The Company
has a 79% investment in Westfarms, an unconsolidated joint venture which owns Westfarms mall, and
the Companys share of the settlement is $26.8 million. Subject to receipt of the settlement
payment, the developers, for themselves and on behalf of related persons, have agreed to a full and
general release for the benefit of the WFM Parties and related persons as of December 8, 2009.
There was no admission of liability or fault by any parties to the lawsuit or related persons.
In early November 2007, the Town of West Hartford and the West Hartford Town Council (the
Town) filed a substantially similar lawsuit against the same entities in the same court (Case No.
CV-07-5014596-S), which was also subsequently transferred to the Superior Court for the Judicial
District of Waterbury at Waterbury (Case No. UWY-CV-07-5007876-S). The Town alleges damages in
excess of $5.5 million and seeks double and treble damages and punitive damages. Earlier this year,
the Company rejected a settlement offer of $4.5 million made by the Town. The Towns lawsuit
remains outstanding.