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 ISSUES STATEMENT ON U.S. DISTRICT COURT, EASTERN DISTRICT OF
MICHIGAN RULING
Bloomfield Hills, Mich., May 1, 2003 - Taubman Centers, Inc. (NYSE:TCO)
today issued the following statement regarding the decision by the U.S. District
Court for the Eastern District of Michigan regarding Simon Property Group's
(NYSE:SPG) lawsuit in connection with Simon's unsolicited hostile cash tender
offer made in conjunction with a subsidiary of Westfield America Trust (ASX:WFA)
for Taubman Centers:
The Court dismissed Simon's challenge to the 1998 restructuring of Taubman
Centers.
The Court denied Simon's contention that the Taubman Centers Board
improperly rejected Simon's tender offer.
The Court also rejected Simon's claim that the Taubman family may not vote
their shares in the Company. Although Simon claims that the Court enjoined
the Taubman family from voting all of its shares, this is simply false.
The Court has entered an order enjoining only the voting of "those shares
represented in the voting agreements previously entered with Robert
Taubman," roughly three percent. The Court specifically stated that, "The
Taubmans are, likewise, entitled to vote any shares that they held prior
to Robert Taubman's voting agreement contracts or that they have since
acquired," roughly 30.6 percent.
The law firms of Wachtell, Lipton, Rosen & Katz; Miro, Weiner & Kramer,
PC; and Honigman Miller Schwartz and Cohn, LLP are acting as legal advisors to
Taubman Centers.
-more-
Taubman Centers/2
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.
# # #