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 [ ]
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[ ] 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
TAUBMAN CENTERS COMMENTS ON SIMON PROPERTY GROUP AND WESTFIELD AMERICA'S
PROPOSED NOMINEES TO TAUBMAN BOARD
Bloomfield Hills, Mich., March 27, 2003 - Taubman Centers, Inc.
(NYSE:TCO) today responded to Simon Property Group's (NYSE:SPG) and Westfield
America's announcement of a slate of four director nominees they propose for
election to the Taubman Centers Board. The company stated:
Simon and Westfield are subjecting the company to a proxy contest to
elect their nominees solely to advance their own agenda. We believe
that a proxy fight will only serve to disrupt all three companies,
including Taubman Centers.
The Board has made clear that it is not prepared to recommend to the
shareholders the sale of the 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 have always been and will always be highly
coveted. Taubman Centers had the highest FFO per share growth for 2002
among all retail REITs and has the most productive portfolio of
regional malls in the United States.
The Taubman Board of Directors, including a majority of independent
directors, all experienced and distinguished in their own right, has at
all times acted in an informed, diligent and deliberate manner in full
consideration of the best interests of all the company's shareholders,
including the holders of the Series B Preferred Shares, representing
approximately 38% of the economic interest and 38% of the voting power
of Taubman. At least two-thirds of Taubman Centers' 84 million issued
and outstanding voting shares - approximately 56 million voting shares
- must approve any sale transaction or amendment to the corporate
charter.
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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