UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ANNUAL FILING
(Amendment No. "3")
Taubman Centers Inc.
(NAME OF ISSUER)
Common
(TITLE CLASS OF SECURITIES)
876664103
(CUSIP NUMBER)
12/31/02
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE
IS FILED:
(X) RULE 13D-1(B)
( ) RULE 13D-1(C)
( ) RULE 13D-1(D)
*THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A
REPORTING PERSON'S INITIAL FILING ON THIS FORM WITH RESPECT TO THE
SUBJECT CLASS OF SECURITIES, AND FOR ANY SUBSEQUENT AMENDMENT
CONTAINING INFORMATION WHICH WOULD ALTER THE DISCLOSURES PROVIDED
IN A PRIOR COVER PAGE.
THE INFORMATION REQUIRED IN THE REMAINDER OF THIS COVER PAGE SHALL
NOT BE DEEMED TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE
SECURITIES EXCHANGE ACT OF 1934 ("ACT") OR OTHERWISE SUBJECT TO THE
LIABILITIES OF THAT SECTION OF THE ACT BUT SHALL BE SUBJECT TO ALL
OTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE NOTES).
CUSIP NO. 876664103 13G PAGE 2 OF 10
1. NAME OF REPORTING PERSON/EIN
State Street Bank and Trust Company, as trustee for General Motors
Hourly-Rate Employes Pension Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.*
NOT APPLICABLE A __
B __
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York, New York
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
581,802.00
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
581,802.00
9. TOTAL BENEFICIALLY OWNED
581,802.00
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
NOT APPLICABLE
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.13%
12. TYPE OF REPORTING PERSON*
EP
CUSIP NO. 876664103 13G PAGE 3 OF 10
1. NAME OF REPORTING PERSON/EIN
State Street Bank and Trust Company, as trustee for General Motors
Salaried Employes Pension Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.*
NOT APPLICABLE A __
B __
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York, New York
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
563,003.00
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
563,003.00
9. TOTAL BENEFICIALLY OWNED
563,003.00
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
NOT APPLICABLE
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.08%
12. TYPE OF REPORTING PERSON*
EP
CUSIP NO. 876664103 13G PAGE 4 OF 10
1. NAME OF REPORTING PERSON/EIN
General Motors Investment Management Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.*
NOT APPLICABLE A __
B __
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,326,605.00
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,326,605.00
9. TOTAL BENEFICIALLY OWNED
1,326,605.00
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
NOT APPLICABLE
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.58%
12. TYPE OF REPORTING PERSON*
IA, CO
SCHEDULE 13G PAGE 5 OF 10
ITEM 1.
(A) NAME OF ISSUER
Taubman Centers Inc. ("TCO")
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
200 East Long Lake Road
Suite 300 P.O. Box 200
Bloomfield Hills, MI 48303
ITEM 2.
(A) NAME OF PERSON FILING
(i) State Street Bank and Trust Company, as trustee for General
Motors Hourly-Rate Employes Pension Trust ("Hourly Trust")
(ii) State Street Bank and Trust Company, as trustee for General
Motors Salaried Employes Pension Trust ("Salaried Trust")
(iii)General Motors Investment Management Corporation
("GMIMCo")
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE
(i) Hourly Trust
c/o State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
(ii) Salaried Trust
c/o State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
(iii)GMIMCo
767 Fifth Avenue
New York, NY 10153
(C) CITIZENSHIP
(i) Hourly Trust
New York
(ii) Salaried Trust
New York
(iii)GMIMCo
Delaware
(D) TITLE CLASS OF SECURITIES
Common
(E) CUSIP NUMBER
876664103
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
(SELECT EITHER E OR F)
(E) [X] Investment Adviser registered under section 203 of the
Investment Advisors Act of 1940 (in the case of GMIMCo)
(F) [X] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund (in the case of the Hourly Trust and
Salaried Trust)
PAGE 6 OF 10
ITEM 4. OWNERSHIP
The Hourly Trust and Salaried Trust (collectively, the "Trusts") are trusts
formed under and for the benefit of one or more employee benefit plans ("Plans")
of General Motors Corporation ("GM"), its subsidiaries and unrelated employers.
GMIMCo is registered as an investment adviser under the Investment Advisers Act
of 1940. Its principal business is providing investment advice and investment
management services with respect to the assets of the Plans and of certain
direct and indirect subsidiaries of GM and other entities. The Trusts and
GMIMCo are referred to herein as the "Reporting Persons."
GMIMCo has the responsibility to select and terminate investment managers with
respect to the Plans. It also itself manages certain assets of the Plans. One
investment manager acting with respect to the Plans is Aldrich Eastman & Waltch
(the "Manager"). GMIMCo and the Manager have discretionary authority over the
assets of the Plans which they manage including voting and investment power with
respect to securities of the Issuer included among such assets. In view of
GMIMCo's management of certain assets of the Plans and GMIMCo's authority to
terminate the Manager, the following information is being provided as of
December 31, 2002 with respect to such securities of the Issuer under
management by the Manager for the benefit of the Plans (1)
(A) AMOUNT BENEFICIALLY OWNED
(i) Hourly Trust - 581,802.00
(ii) Salaried Trust - 563,003.00
(iii) GMIMCo - 1,326,605.00
(B) PERCENT OF CLASS
(i) Hourly Trust - 1.13%
(ii)Salaried Trust - 1.08%
(iii) GMIMCo - 2.58%
(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
0
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
Same as set forth under Item 4 (a) above
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
0
(IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
Same as set forth under Item 4 (a) above
The various trusts established under the Plans invest in a variety of investment
media, including publicly traded and privately placed securities. Such
investments could include shares of the Issuer and/or other securities of the
Issuer in addition to those referred to in this statement ("Additional
Securities"). The investment and voting decisions regarding any Additional
Securities which might be owned by such trusts are made by the trustees thereof
or unrelated investment managers, who, in so acting, act independently of GMIMCo
(although the appointment of such investment managers is subject to
authorization of and termination by GMIMCo as noted above). No information
regarding any such holdings by such trusts under the Plans is contained in this
statement.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
(x)
- - - - - - - - - - - - - - - - -
(footnotes)
(1)Pursuant to Rule 13d-4. The Reporting Persons expressly declare that the
filing of this statement shall not be construed as an admission that any such
person is, for the purposes of Sections 13(d) or 13(g) of the Securities
Exchange Act of 1934, as amended, the beneficial owner of any securities covered
by this statement.
PAGE 7 OF 10
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
NOT APPLICAPLE
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
NOT APPLICABLE
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
NOT APPLICABLE
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
NOT APPLICABLE
ITEM 10. CERTIFICATION
By signing below the undersigned certifies that, to the best of the
undersigned's knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
PAGE 8 OF 10
[SIGNATURE]
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February ___, 2003
STATE STREET BANK AND TRUST COMPANY,
As trustee for GENERAL MOTORS HOURLY-RATE EMPLOYES
PENSION TRUST (as directed by General Motors Investment
Management Corporation)
By: ______________________________________
Name:
Title:
STATE STREET BANK AND TRUST COMPANY,
As trustee for GENERAL MOTORS SALARIED EMPLOYES
PENSION TRUST (as directed by General Motors Investment
Management Corporation)
By: ______________________________________
Name:
Title:
PAGE 9 OF 10
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February ___, 2003
GENERAL MOTORS INVESTMENT MANAGEMENT
CORPORATION
By: ______________________________________
Name:
Title:
PAGE 10 OF 10
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the undersigned that the
Schedule 13G filed on or about this date with respect to the beneficial
ownership by the undersigned of shares of common stock, of Taubman Centers Inc.
is being, and any and all amendments to such Schedule may be, filed on behalf of
each of the undersigned. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but all of which
together shall constitute one and the same instrument.
Dated: February ___, 2003
STATE STREET BANK AND TRUST COMPANY,
As trustee for GENERAL MOTORS HOURLY-RATE EMPLOYES
PENSION TRUST (as directed by General Motors Investment
Management Corporation)
By:____________________________________
Name:
Title:
STATE STREET BANK AND TRUST COMPANY,
As trustee for GENERAL MOTORS SALARIED EMPLOYES
PENSION TRUST (as directed by General Motors Investment
Management Corporation)
By:____________________________________
Name:
Title:
GENERAL MOTORS INVESTMENT MANAGEMENT
CORPORATION
By:____________________________________
Name:
Title: