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.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[Taubman Logo]
Taubman Centers, Inc.
200 East Long Lake
Bloomfield Hills, MI 48304
(248) 258-6800
CONTACT:
Barbara Baker Joele Frank/Matthew Sherman
Taubman Centers, Inc. Joele Frank, Wilkinson Brimmer Katcher
(248) 258-7367 (212) 355-4449
www.taubman.com
SUPPORT ERODES FOR SIMON'S OFFER
LESS THAN 50% OF TAUBMAN CENTERS SHARES TENDER TO SIMON
Bloomfield Hills, Mich., March 31, 2003 - Taubman Centers, Inc.
(NYSE:TCO) today responded to Simon Property Group's (NYSE: SPG) announcement of
results for its unsolicited hostile cash tender offer made in conjunction with a
subsidiary of Westfield America Trust (ASX:WFA) for Taubman Centers:
According to Simon's announcement today, approximately 40 million
shares of the 84 million shares of Taubman Centers voting stock were
tendered into the offer. This is less than 50% of total shares
outstanding and an amount that is insufficient to meet Simon's own
minimum Tender Offer condition or to purchase the Company. At least
two-thirds of Taubman Centers' 84 million issued and outstanding shares
- at least 56 million voting shares - must approve any sale transaction
or amendment to the corporate charter.
As we have previously stated, Taubman Centers' Board of Directors
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 (Funds From
Operations) 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 (Charlotte,
N.C.) will begin construction later this year and will open August 5, 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.
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