OMB APPROVAL
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OMB NUMBER 3235-0059
EXPIRES: AUGUST 31, 2004
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE.....14.73
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant / /
Filed by a party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Pursuant to Section 240.14a-12
TAUBMAN CENTERS, INC.
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(Name of Registrant as Specified In Its Charter)
SIMON PROPERTY GROUP, INC.
SIMON PROPERTY ACQUISITIONS, INC.
WESTFIELD AMERICA, INC.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
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/ / Fee paid previously with preliminary materials.
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0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
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[LOGO OF SIMON PROPERTY GROUP] [LOGO OF WESTFIELD]
SIMON CONTACT: WESTFIELD CONTACT:
Shelly Doran George Sard/Paul Caminiti/Hugh Burns Katy Dickey
Simon Property Group, Inc. Citigate Sard Verbinnen Westfield America
317/685-7330 212/687-8080 310/445-2407
SIMON PROPERTY GROUP AND WESTFIELD AMERICA
SEEK TO ADD TWO NEW CLAIMS TO MICHIGAN LAWSUIT
CONTEND THAT TCO BOARD HAS BREACHED FIDUCIARY DUTIES BY USING SHARE REPURCHASE
PROGRAM TO INCREASE TAUBMAN FAMILY VOTING POWER IN CONTESTED BOARD ELECTION
ALLEGE THAT APPOINTMENT OF MYRON ULLMAN III TO TCO BOARD BREACHES
FIDUCIARY DUTIES AND VIOLATES TCO BY-LAWS AND MICHIGAN LAW
NEW YORK, APRIL 30, 2003 - Simon Property Group, Inc. (NYSE: SPG) and
Westfield America, Inc., the U.S. subsidiary of Westfield America Trust (ASX:
WFA), today announced that SPG has requested permission to file a Third Amended
Complaint in the United States District Court for the Eastern District of
Michigan in order to challenge the latest improper actions by Taubman Centers,
Inc. (NYSE: TCO).
SPG and Westfield contend that the TCO Board is breaching its fiduciary
duties to TCO shareholders by improperly using the TCO share repurchase program
to increase the relative voting power of the Taubman family going into a
contested election for board members. SPG and Westfield believe that
implementation of the TCO repurchase program is an improper use of shareholder
funds designed to further entrench the Taubman family, and that it contradicts
TCO's public pledge of February 10, 2003, not to use the repurchase program to
increase the relative voting power of the family on matters affecting the tender
offer by SPG and Westfield.
SPG and Westfield also believe that the TCO Board has breached its
fiduciary duties to TCO shareholders by invalidly appointing its own handpicked
director, Myron Ullman III, in an attempt to deprive TCO shareholders of their
right to fill the seat left vacant by A. Alfred Taubman. In addition, SPG and
Westfield contend that the appointment of Mr. Ullman is invalid under TCO's
charter, by-laws, and Michigan law, which require that the seat to which Mr.
Ullman was appointed be filled through a shareholder vote.
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The board seat, which should have been up for election at the Company's
annual meeting in May 2002, was left vacant by the resignation of Alfred Taubman
in December 2001. By appointing Mr. Ullman to the board without a shareholder
vote, the Company is trying to ensure that the seat will not be up for election
until 2005, thereby improperly extending the three-year term of the seat
previously held by Alfred Taubman into a six-year term.
David Simon, CEO of SPG, and Peter Lowy, CEO of Westfield America,
issued the following joint statement: "The TCO Board's recent actions are part
of a continuing pattern of behavior designed to further entrench themselves at
the expense of shareholders. As a result, we feel compelled once again to seek
the intervention of the court in order to give shareholders the opportunity to
accept our $20.00 per share all-cash offer."
* * *
The $20.00 per share all-cash offer for TCO shares will expire on
midnight, New York City time, on May 30, 2003, unless further extended. The
complete terms and conditions of the offer are set forth in the Offer to
Purchase, as amended, and the related Letter of Transmittal, copies of which are
on file with the SEC and available by contacting the information agent,
MacKenzie Partners, Inc. at (800) 322-2885. Merrill Lynch & Co. is acting as
financial advisor to SPG and Westfield America, Inc. and is the Dealer Manager
for the Offer. Willkie Farr & Gallagher is acting as legal advisor to SPG and
Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to Westfield
America, Inc. Simpson Thacher & Bartlett is acting as legal advisor to Merrill
Lynch & Co.
ABOUT SIMON PROPERTY GROUP
Simon Property Group, Inc. (NYSE:SPG), headquartered in Indianapolis, Indiana,
is a real estate investment trust engaged in the ownership and management of
income-producing properties, primarily regional malls and community shopping
centers. Through its subsidiary partnerships, it currently owns or has an
interest in 241 properties containing an aggregate of 183 million square feet of
gross leasable area in 36 states, as well as nine assets in Europe and Canada.
Additional Simon Property Group information is available at www.simon.com.
ABOUT WESTFIELD AMERICA, INC.
Westfield America, Inc. is the United States subsidiary of Westfield America
Trust (ASX: WFA), the second-largest property trust listed on the Australian
Stock Exchange. WFA owns a majority interest in the Westfield America portfolio
of 63 centers, branded as Westfield Shoppingtowns. Westfield Shoppingtowns are
home to more than 8,400 specialty stores and encompass 64 million square feet in
the states of California, Colorado, Connecticut, Florida,
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Illinois, Indiana, Maryland, Missouri, Nebraska, New Jersey, New York, North
Carolina, Ohio and Washington.
# # #
IMPORTANT INFORMATION
This news release is for informational purposes only and is not an offer to buy
or the solicitation of an offer to sell any TCO shares, and is not a
solicitation of a proxy. Simon Property Group, Inc. and Simon Property
Acquisitions, Inc., a wholly owned subsidiary of Simon Property Group, Inc.
filed a tender offer statement on Schedule TO with the Securities and Exchange
Commission on December 5, 2002 (as amended), with respect to the offer to
purchase all outstanding shares of TCO common stock. Investors and security
holders are urged to read this tender offer statement as amended because it
contains important information. Investors and security holders may obtain a free
copy of the tender offer statement and other documents filed by SPG and
Westfield America, Inc. with the Commission at the Commission's web site at
http://www.sec.gov. The tender offer statement and any related materials may
also be obtained for free by directing such requests to MacKenzie Partners, Inc.
at (800) 322-2885.
SPG and Westfield America, Inc. and certain other persons may be deemed
participants in the solicitation of proxies from the shareholders of TCO in
connection with TCO's 2003 Annual Meeting of Shareholders. Information
concerning such participants is available in the tender offer statement and
other documents filed by SPG and Westfield with the Commission as described
above, and further information will be available in SPG/Westfield's Preliminary
Proxy Statement and Definitive Proxy Statement to be filed with the Commission
in connection with the solicitation of proxies in due course.
Shareholders of TCO are advised to read SPG/Westfield's Definitive Proxy
Statement in connection with SPG/Westfield's solicitation of proxies from TCO
shareholders when it becomes available, because it will contain important
information. Shareholders of TCO and other interested parties may obtain, free
of charge, copies of the Preliminary Proxy Statement and the Definitive Proxy
Statement (when available), and any other documents filed by SPG/Westfield with
the Commission in connection with the proxy solicitation at the Commission's
website as described above. The Preliminary Proxy Statement and the Definitive
Proxy Statement (when available) and these other documents may also be obtained
free of charge by contacting MacKenzie Partners, Inc., the firm assisting
SPG/Westfield in the solicitation of proxies, toll-free at the number listed
above.
FORWARD-LOOKING STATEMENTS
This release contains some forward-looking statements as defined by the federal
securities laws which are based on our current expectations and assumptions,
which are subject to a number of risks and uncertainties that could cause actual
results to differ materially from those anticipated, projected or implied. We
undertake no obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise.
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