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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.
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/ / Check box if any part of the fee is offset as provided by Exchange Act
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paid previously. Identify the previous filing by registration statement
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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 TO PROPOSE FOUR
NOMINEES TO TAUBMAN BOARD OF DIRECTORS AT ANNUAL MEETING
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NEW YORK, MARCH 18, 2003 - Simon Property Group, Inc. (NYSE: SPG) and
Westfield America, Inc., the U.S. subsidiary of Westfield America Trust (ASX:
WFA), today announced that they intend to propose four nominees for election to
the Board of Directors of Taubman Centers, Inc. (NYSE: TCO) at TCO's upcoming
Annual Meeting.
David Simon, Chief Executive Officer of SPG, and Peter Lowy, Chief
Executive Officer of Westfield America, Inc., today issued an open letter to TCO
shareholders. The text follows:
To the Shareholders of Taubman Centers, Inc:
We recently wrote to the independent members of the TCO Board urging them to
take an active and independent role in discussing solutions to facilitate the
SPG/Westfield $20.00 per share cash offer for all outstanding TCO common shares.
We were surprised and disappointed by the TCO Board's outright rejection of yet
another genuine invitation to initiate a constructive dialogue.
The dismissive nature of your elected representatives' rejection makes it
abundantly clear that the TCO Board is continuing to listen only to management
and turning a deaf ear to the public shareholders. The TCO Board's position on
price and the timing of the sale of the Company ignores the will and judgment of
85% of the TCO common shareholders who want to accept the SPG/Westfield offer.
At the same time the TCO Board announced its rejection of our most recent
initiative, the Michigan legislature was considering new legislation introduced
under the guise of "technical" amendments to Michigan corporate law. This
legislation, if enacted, could have the effect of (1) insulating further the TCO
Board from the TCO common shareholders, (2) undermining the outcome of the
judicial process initiated by SPG in the Michigan Federal Court, and (3)
impeding further our ability to promptly conclude the all-cash, 50% premium
offer that 85% of TCO's common shareholders want to accept.
In light of your overwhelming support, the continuing failure of the TCO Board
to act independently and TCO's attempt to entrench itself further through an
anti-shareholder legislative agenda, we have decided to nominate a slate of
directors at the upcoming Annual Meeting of TCO Shareholders. Accordingly, we
will propose the nomination of four highly qualified individuals for election to
the TCO Board who will represent the interests of the TCO common shareholders in
an independent and unbiased manner. In accordance with the applicable provisions
of the Restated Bylaws of TCO, we expect to provide TCO with all required
information relating to such nominees by the end of the month.
We thank you for the mandate you gave us on February 14th when 85% of the common
shareholders tendered into our offer, and we look forward to your continued
support in our effort to deliver to you $20.00 per share.
Very truly yours,
David Simon Peter Lowy
Chief Executive Officer Chief Executive Officer
Simon Property Group, Inc. Westfield America, Inc.
* * *
The $20.00 per share all-cash offer for TCO shares will expire on
midnight, New York City time, on March 28, 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 242
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.
# # #
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.