SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
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 Under Rule 14a-12
TAUBMAN CENTERS, INC.
----------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
----------------------------------------------------------
(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:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[Taubman logo] Taubman Centers, Inc.
200 East Long Lake Road
Bloomfield Hills, MI 48304
(248) 258-6800
CONTACT:
Barbara Baker Joele Frank/Jeremy Jacobs
Taubman Centers, Inc. Joele Frank, Wilkinson Brimmer Katcher
(248) 258-7367 (212) 355-4449
www.taubman.com
TAUBMAN CENTERS COMMENTS ON SIMON PROPERTY GROUP'S REQUEST TO FILE ANOTHER
AMENDED COMPLAINT
Bloomfield Hills, Mich., May 1, 2003 - Taubman Centers, Inc. (NYSE:TCO)
today issued a response to Simon Property Group's (NYSE:SPG) request to file
another amended complaint (its third) in the United States District Court for
the Eastern District of Michigan. The company stated:
Taubman Centers believes that all of Simon's claims (both new and old) are
entirely without merit.
The actions of the company's Board of Directors in appointing Myron E.
(Mike) Ullman, III to the Board were entirely proper under both Michigan
law and the Taubman Centers by-laws. Mike Ullman, whose Board appointment
was announced on April 24, 2003, is an independent director with
impeccable credentials who satisfies the independence standards and
financial expert requirements under both the Sarbanes-Oxley Act and the
New York Stock Exchange rules. He brings a wealth of relevant industry
knowledge and experience to our Board.
On February 10, 2003, the company announced that it had authorized the
expansion of its existing buyback program to repurchase up to an
additional $100 million of the company's common shares. This, too, is an
entirely appropriate action in the best interests of Taubman Centers
shareholders. The total repurchase program of $103 million is consistent
with the company's long-range strategic plan. The company is authorized to
repurchase shares from time to time depending on market prices and other
conditions. The company expects the program, if successfully completed at
current market prices, will increase Funds From Operations (FFO) per share
by approximately $0.07 in the first full year after completion.
It is disingenuous for Simon to complain that the company is not doing
enough to increase shareholder value, and then contest the Board's actions
to do just that. The Board does not run Taubman Centers on Simon Property
Group's timetable.
(more)
Taubman Centers/2
As we have previously stated, the Board believes that Simon and
Westfield's offer is inadequate and not in the best interests of the
shareholders of Taubman Centers. The Board is not prepared to recommend to
the shareholders the sale of this company at an inadequate price. Nor does
the Board believe that maximum value will be realized by selling the
Company at this time.
Our collection of upscale regional mall assets cannot be replicated. They
represent the most productive portfolio of regional malls in the United
States and have always been and will always be highly coveted. The company
has a strong track record, has delivered more than an 80% total return to
shareholders over the past five years, and has also achieved a nearly 20%
FFO per share growth rate for 2002, the highest among retail REITs.
Taubman Centers, Inc., a real estate investment trust, currently owns and/or
manages 30 urban and suburban regional and super regional shopping centers in 13
states. In addition Stony Point Fashion Park (Richmond, Va.) is under
construction and will open September 18, 2003, and Northlake Mall (Charlotte,
N.C.) will begin construction later this year and will open fall 2005. The
Taubman Centers Board of Directors on February 10, 2003 announced that it has
authorized the expansion of its existing buyback program to repurchase up to an
additional $100 million of the company's common shares. Taubman Centers is
headquartered in Bloomfield Hills, Mich.
This press release contains forward-looking statements within the meaning of the
Securities Act of 1933 as amended. These statements reflect management's current
views with respect to future events and financial performance. Actual results
may differ materially from those expected because of various risks and
uncertainties, including, but not limited to changes in general economic and
real estate conditions including further deterioration in consumer confidence,
changes in the interest rate environment and availability of financing, and
adverse changes in the retail industry. Other risks and uncertainties are
discussed in the Company's filings with the Securities and Exchange Commission
including its most recent Annual Report on Form 10-K. Notwithstanding any
statement in this press release, Taubman Centers acknowledges that the safe
harbor for forward-looking statements under Section 21E of the Securities
Exchange Act of 1934, as amended, added by the Private Securities Litigation
Reform Act of 1995, does not apply to forward-looking statements made in
connection with a tender offer.
Taubman Centers, Inc. (the "Company") and certain other persons may be deemed
participants in the solicitation of proxies from shareholders in connection with
the Company's 2003 Annual Meeting of shareholders. Information concerning such
participants will be available in the Company's Proxy Statement to be filed with
the Commission in connection with the Company's 2003 Annual Meeting in due
course. Shareholders are advised to read the Company's Proxy Statement when it
becomes available, because it will contain important information. Shareholders
may obtain, free of charge, copies of the Company's Proxy Statement when it
becomes available, and any other documents filed by the Company with the
Commission in connection with the 2003 Annual Meeting, at the Commission's
website at (www.sec.gov) or by contacting the Company at the number listed
above.
# # #