SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 18, 2002
SIMON PROPERTY GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-14469 046268599
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation
115 West Washington Street, Indianapolis, Indiana 46204
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(Address of principal executive offices and zip code)
(317) 636-1600
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or address, if changed since last report)
Item 5. Other Events.
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On November 18, 2002, Simon Property Group, Inc. (the "Company") issued a
press release responding to statements made by Taubman Centers, Inc., a Michigan
corporation ("Taubman"), regarding the Company's offer to Taubman to purchase
the outstanding shares of common stock of Taubman for $17.50 per share in cash.
A copy of the Company's press release is attached as an exhibit hereto and is
incorporated by reference herein.
To review the Company's publicly-filed information related to the proposed
offer, please visit the corporate information tab on the Company's website
located at www.shopsimon.com.
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
99.1 Press Release, dated November 18, 2002.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SIMON PROPERTY GROUP, INC.
Date: November 18, 2002
By: /s/ James M. Barkley
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Name: James M. Barkley
Title: Secretary
EXHIBIT INDEX
Exhibit Description
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99.1 Press Release, dated November 18, 2002.
EXHIBIT 99.1
[SIMON PROPERTY GROUP LOGO]
CONTACTS:
Investors Media
Shelly Doran George Sard/Hugh Burns/Kim Levy
Simon Property Group, Inc. Citigate Sard Verbinnen
317/685-7330 212/687-8080
SIMON RESPONDS TO TAUBMAN'S MISLEADING STATEMENTS
Calls on Taubman Board to Fulfill Fiduciary Responsibility to ALL Shareholders
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INDIANAPOLIS, November 18, 2002 - Simon Property Group, Inc. (NYSE: SPG) today
issued the following statement in response to inaccurate and misleading
assertions made by Taubman Centers, Inc. (NYSE: TCO) in a press release issued
late Friday, November 16, 2002:
"The Company is simply wrong in suggesting the Taubman family has a voting
interest commensurate with its economic interest in the publicly traded REIT. As
revealed in their 13-D filing on Friday, the Taubman family owns less than 1% of
the REIT, although they control over one-third of the votes, largely through the
Series B preferred shares. In fact, Alfred Taubman owns less than 0.4% of the
REIT, yet he controls approximately 29% of the shareholder vote through his
Series B preferred shares. These Series B preferred shares were improperly
obtained by the Taubman family in 1998 without a shareholder vote, and we
believe the family's ability to vote these shares will not survive a legal
challenge."
"The real news is buried in Friday's 13-D filing. At a time when the REIT's
Board of Directors should have been evaluating Simon's premium all-cash offer,
the Taubman family was acting to further entrench itself by adding to its
blocking position. On Thursday, Robert and William Taubman, the two family
directors, exercised a total of 300,000 options while a close friend of Alfred
Taubman and a former executive officer and director of the REIT bought a total
of 416,366 shares and gave voting power over these shares to Robert Taubman."
"Simon is perfectly willing to purchase only the REIT shares if the Taubman
family wants to retain its ownership interest in the Taubman Realty Group
Limited Partnership. Alternatively, the Taubman family may choose to participate
in the transaction, either by converting into Simon partnership units on a
tax-free basis or selling for cash. The Taubman
family has complete choice with respect to its own holdings - they should not
use their wrongfully obtained blocking position to deny a choice to the public
shareholders."
"The Company has also made false and misleading statements about the
corporate governance of Simon Property Group. Unlike the Taubman family, the
Simon family has no veto power or other control mechanism that could block a
sale or merger transaction as the Company claims. The Simon family has the right
to elect only 4 out of a total of 13 directors and has no veto power at either
the board or shareholder level."
"We call on the Taubman Board of Directors to stop permitting the Company
to issue misleading statements and to start fulfilling its fiduciary duty to all
shareholders. The Board should not allow the family to tell it what to do. The
Board has an obligation to make an independent evaluation of Simon's premium
all-cash offer and to take all necessary steps to let the public shareholders of
TCO - who own over 99% of the REIT -- decide for themselves whether they want to
accept it."
About Simon Property Group
Headquartered in Indianapolis, Indiana, Simon Property Group is a real estate
investment trust engaged in the ownership and management of income-producing
properties, primarily regional malls and community shopping centers. Through its
subsidiary partnerships, it currently owns or has an interest in 249 properties
containing an aggregate of 185.8 million square feet of gross leasable area in
36 states, as well as eight assets in Europe and Canada and ownership interests
in other real estate assets. Additional Simon Property Group information is
available at www.shopsimon.com.About
# # #
This news release is for informational purposes only and is not an offer to buy
or the solicitation of an offer to sell any Taubman shares, and is not a
solicitation of a proxy.
Forward-looking statements
This release contains some forward-looking statements as defined by the federal
securities laws which are based on our current expectations and assumptions,
which are subject to a number of risks and uncertainties that could cause actual
results to differ materially from those anticipated, projected or implied. We
undertake no obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise.
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