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
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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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[X] No fee required.
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[TAUBMAN CENTERS 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
TAUBMAN CENTERS COMMENTS ON SIMON PROPERTY GROUP AND WESTFIELD AMERICA'S
INTENTION TO PROPOSE NOMINEES TO TAUBMAN BOARD
Bloomfield Hills, Mich., March 18, 2003 - Taubman Centers, Inc.
(NYSE:TCO) today responded to Simon Property Group's (NYSE:SPG) and
Westfield America's announcement that they "intend to propose four nominees
for election" to the Taubman Centers Board. The Company stated:
Our shareholders are entitled to a board that is fully committed to
acting in their best interests -- and not for the purpose of benefiting
Simon and Westfield. Our Board has unanimously determined that it is
not prepared to recommend the sale of Taubman Centers at an inadequate
price, and that it does not believe that maximum value will be realized
by selling the Company at this time. Simon and Westfield are seeking to
install their own hand-picked nominees on the Taubman Board solely to
advance their own agenda.
Taubman Centers' 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 MALL
(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.
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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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