-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FolxD0CkuqfXSJJ2lQFiLfyJ4L1P++9RiFU5MkOu9gHT53Duzt9O8nHPAYDA9CjY MyIpwuZZXxzRgPxW0dLpQw== 0001140361-08-008538.txt : 20080402 0001140361-08-008538.hdr.sgml : 20080402 20080402134927 ACCESSION NUMBER: 0001140361-08-008538 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080401 FILED AS OF DATE: 20080402 DATE AS OF CHANGE: 20080402 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TAUBMAN CENTERS INC CENTRAL INDEX KEY: 0000890319 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 382933632 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 200 E LONG LAKE RD STREET 2: SUITE 300 P O BOX 200 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48303-0200 BUSINESS PHONE: 2482586800 MAIL ADDRESS: STREET 1: 200 E LONG LAKE RD STREET 2: SUITE 300 P O BOX 200 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48303-0200 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CHAZEN JEROME A CENTRAL INDEX KEY: 0001035337 STATE OF INCORPORATION: NY FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11530 FILM NUMBER: 08732519 BUSINESS ADDRESS: BUSINESS PHONE: 2128887800 MAIL ADDRESS: STREET 1: C/O CHAZEN CAPITAL PARTNERS LLC STREET 2: 767 FIFTH AVENUE 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 4 1 doc1.xml FORM 4 X0202 4 2008-04-01 0 0000890319 TAUBMAN CENTERS INC TCO 0001035337 CHAZEN JEROME A CHAZEN CAPITAL PARTNERS, LLC 767 FIFTH AVENUE, 26TH FLOOR NEW YORK NY 10153 1 0 0 0 Common Stock 2008-04-01 4 A 0 468 0 A 15494 D Under The Taubman Centers, Inc. Non-Employee Directors' Deferred Compensation Plan, each non-employee director may defer the receipt of all or a portion of his or her director retainer (cash and stock) until the earlier of the termination of such director's service on the Company's Board of Directors and upon a change of control. Such deferred compensation is denominated in restricted stock units, and the number of restricted stock units received equals the deferred retainer fee divided by the fair market value of the Company's common stock on the business day immediately before the date the director would otherwise have been entitled to receive the retainer fee. The shares referred to above represent Mr. Chazen's quarterly retainer fee, which he has elected to defer in full. The restricted stock units represent the right to receive equivalent shares of common stock at the end of the deferral period, and each director's account is 100% vested at all times. Therefore, the reporting person has elected to report the deferral as shares of common stock received on the grant date. Under The Taubman Centers, Inc. Non-Employee Directors' Deferred Compensation Plan, each director's account is credited with dividend equivalents on the deferred restricted stock units when the Company pays cash dividends on its common stock, and such dividend equivalents are denominated in additional restricted stock units based on the fair market value of the Company's common stock on the business day immediately before the record date of the applicable dividend payment. The receipt of such dividends since the last Form 4 filing has been reflected in the column entitled 'amount of securities beneficially owned following reported transaction(s)', but has not been reported as a separate transaction. Exhibit 24 - Power of Attorney /s/ Michael S. Ben, Attorney-in-Fact 2008-04-02 EX-24.1 2 poa1.htm POWER OF ATTORNEY Unassociated Document

POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Jeffrey H. Miro, Donald J. Kunz, and Michael S. Ben, signing singly, his or her true and lawful attorney-in-fact to:
 
1. execute for and on behalf of the undersigned, with respect to the undersigned’s position as a director and/or officer of Taubman Centers, Inc. (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
 
2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the Unites States Securities and Exchange Commission and any stock exchange, stock market or similar authority; and
 
3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, and in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 22nd of January 2008.
 
 /s/ Jerome A. Chazen                                                      
(signature)

 Jerome A. Chazen                                           
(print name)



 
 
 

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