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OMB APPROVAL
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OMB NUMBER 3235-0059
EXPIRES: AUGUST 31, 2004
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE.....14.73
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SCHEDULE 14A
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)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction
applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
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(4) Proposed maximum aggregate value of transaction:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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[SIMON PROPERTY GROUP LOGO] [WESTFIELD LOGO]
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 ANNOUNCE THAT MICHIGAN
FEDERAL COURT HAS ENJOINED TAUBMAN FAMILY AND FRIENDS FROM
VOTING THEIR 33.6% CONTROLLING BLOCK OF SHARES.
NEW YORK, MAY 8, 2003 - Simon Property Group, Inc. (NYSE: SPG) and
Westfield America, Inc., the U.S. subsidiary of Westfield America Trust (ASX:
WFA) today announced that the United States District Court for the Eastern
District of Michigan has confirmed its ruling of May 1, 2003 that the Taubman
family and friends may not vote their 33.6% controlling block of shares in
Taubman Centers, Inc. (NYSE: TCO) unless a majority of disinterested
shareholders approve voting rights for those shares. The Court held that the
formation of a group in November 2002 by the Taubman family and friends to vote
the 33.6% controlling block of shares was a "control share acquisition" and,
therefore, none of the shares comprising the 33.6% block, INCLUDING THE SERIES B
PREFERRED STOCK HELD BY THE TAUBMAN FAMILY, can be voted unless and until voting
rights for those shares have been approved by TCO's shareholders. The Court
rejected the Taubmans' claim that the injunction applies only to 3% of the
Company's voting power.
The Court also held that the TCO board breached its fiduciary duties by
recently enacting a bylaw amendment which makes it more difficult for
shareholders to call a special meeting to remove impediments to the
SPG/Westfield offer. The Court, however, did not reach the merits of plaintiffs'
claims for breach of fiduciary duty concerning the 1998 issuance of Series B
Preferred Stock to the Taubman family, and dismissed those claims on procedural
grounds.
SPG and Westfield were appalled at the press release issued by TCO
characterizing the Court's ruling on the Control Share Act as "outlandish." The
disrespect the Taubmans have shown to their shareholders since last October has
now extended to the federal judiciary.
David Simon, CEO of SPG, and Peter Lowy, CEO of Westfield, issued the
following joint statement: "We are very pleased that the Court has confirmed
that the Taubman family and friends may not vote their 33.6% controlling block
of shares unless TCO's public shareholders approve voting rights for those
shares. We remain committed to give TCO's shareholders the opportunity to accept
our $20 per share all cash offer and today's Court decision is a significant
step in that direction."
* * *
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
Headquartered in Indianapolis, Indiana, Simon Property Group, Inc. 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
and ownership interests in other real estate assets. Additional Simon Property
Group, Inc. information is available at
http://about.simon.com/corpinfo/index.html.
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, Illinois, Indiana,
Maryland, Missouri, Nebraska, New Jersey, New York, North Carolina, Ohio and
Washington.
# # #
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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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