SEC Info - Simon Property Group Inc/DE, et al. - ‘SC TO-T/A’ on 12/30/02 re: Taubman Centers Inc

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Simon Property Group Inc/DE, et al. – ‘SC TO-T/A’ on 12/30/02 re: Taubman Centers Inc – EX-6

On: Monday, 12/30/02, at 5:09pm ET · Accession #: 1047469-2-8647 · File #: 5-42862

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/30/02  Simon Property Group Inc/DE       SC TO-T/A              2:68K  Taubman Centers Inc               Merrill Corp/New/FA
          Simon Property Acquisitions, Inc.

Amendment to Tender-Offer Statement — Third-Party Tender Offer — Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-T/A   Amendment to Tender-Offer Statement -- Third-Party     4     18K 
                          Tender Offer                                           
 2: EX-6        Exhibit (A)(6)                                        35     80K

EX-6 — Exhibit (A)(6)

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                                                                  EXHIBIT (a)(6)

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MICHIGAN

--------------------------------------------x                                   
         :
SIMON PROPERTY GROUP, INC., and                                                 
SIMON PROPERTY ACQUISITIONS, INC.,          :                                   

Plaintiffs,             :               

- against -                     :                       
                                         CIVIL ACTION NO. 02-74799
TAUBMAN CENTERS, INC., A. ALFRED            :                                   
TAUBMAN, ROBERT S. TAUBMAN, LISA                JUDGE VICTORIA A. ROBERTS       
A. PAYNE, GRAHAM T. ALLISON, PETER          :                                   
KARMANOS, JR., WILLIAM S. TAUBMAN,                                              
ALLAN J. BLOOSTEIN, JEROME A.               :                                   
CHAZEN, AND S. PARKER GILBERT,                                                  
         :
Defendants.                             
         :

         :
--------------------------------------------x                                   

 SPG'S FIRST AMENDED COMPLAINT FOR
 DECLARATORY AND INJUNCTIVE RELIEF

     Plaintiffs Simon Property Group, Inc. ("SPG"), and Simon Property
Acquisitions, Inc. ("SPA"), by their undersigned attorneys, as their first      
amended complaint against defendants, allege as follows:                        

 PRELIMINARY STATEMENT

     1.   SPG, the nation's largest retail mall real estate investment
trust, with 249 malls and shopping centers in 36 states, has offered an         
extraordinary opportunity to the public stockholders of Taubman Centers, Inc.   
(the "Company") to sell their shares to SPG for $18.00 in cash. This price      
represents approximately a 33% premium to the closing market price of the       
Company's common stock on the day SPG made its initial $17.50 offer to the      
Company in October of this year. It is also higher than the price at which the  
Company's shares have ever                                                      

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traded. SPG's offer is not conditioned on the receipt of financing or any due   
diligence investigation of the Company. SPG has formally commenced a tender     
offer through SPA, a subsidiary of SPG, which would allow the Company's         
shareholders to take advantage of SPG's compelling offer and directly tender    
their shares to SPA (the "SPG Tender Offer").                                   

       2.   While SPG seeks nothing more than to give the Company's public
shareholders a full and fair opportunity to consider the merits of its offer,   
that opportunity is being thwarted by the Taubman family, which flatly opposes  
the offer and refuses even to discuss it. This is despite the fact that the SPG 
offer gives the Taubman family complete flexibility to retain, sell or exchange 
its economic stake as it wishes. Of greater and more immediate concern, however,
is that the family, which owns only 1% of the economic interest in the Company, 
purports to wield an effective veto power over the offer to the public          
shareholders who own the remaining 99%. The Taubmans have erected their         
purported veto power through a series of tactical corporate mechanisms giving it
a blocking voting position against unsolicited takeovers. As detailed below,    
these include:                                                                  

   (a)  a provision in the Company's Articles of Incorporation (or
     "charter"), extraordinary in that it is unalterable and
            unwaivable by the Company's board of directors, preventing any
          outside party from acquiring more than 9.9% of the Company's
           capital stock absent amendment of the charter by a two-thirds
shareholder vote (the "Excess Share Provision");  

    (b)  providing to the Taubman family, for nominal consideration,
               without shareholder approval as required under Michigan statutory
        law, a new series of voting preferred stock (the "Series B
Preferred Stock") that                            

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             increased its purported voting power over the Company from less
than 1% to just over 30%;(1)                      

 (c)  in direct response to SPG's offer, the acquisition of an
     additional 3% of voting power by exercising options and
            persuading several close associates of the family to sign over
             voting rights on their shares, designed to ensure the Taubmans'
 veto power over any sale (the "New 3% Shares"); and

         (d)  most recently, enacting an amendment to the Company's by-laws to
               eliminate the right of the shareholders to call a special meeting
              on their own, and to set the date of such meeting. This improper
    amendment was passed specifically in reaction to SPG's
              announcement that it intended to call a special meeting to allow
            the shareholders to vote to remove impediments to SPG's tender
        offer. If allowed to stand, this amendment will enable the
              Company's board to delay such a special meeting by several weeks
              if not months, thereby interfering with the shareholders' voting
      rights and their ability to consider SPG's tender offer.

         3.   Whatever the motivation for and validity of any of these actions
taken individually -- and there is ample basis for challenging them in both     
respects -- taken in tandem, their practical effect is to foreclose an all-cash 
premium tender offer that the Company's public shareholders may well consider to
be in their economic interest to accept. Several shareholder                    

----------                                                                      
(1) As detailed below, the Michigan Control Share Act, M.B.C.A. Section 450.1790
et seq., required that the Taubmans' purported increase in voting power from    
less than 1% to over 30% be approved by a shareholder vote. No such vote was    
held, and accordingly the shares of Series B Preferred Stock held by the        
Taubmans have no voting rights.                                                 

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lawsuits have already been filed against the Company and its board of directors 
alleging that the board is improperly acting out of self-interest to frustrate  
SPG's offer and to deny what one of those lawsuits terms the "extremely generous
premium" afforded by the offer. An analyst following the Company recently stated
that SPG's offer "represents a valuation well in excess of where the shares have
traded any time in the past and well in excess of where the shares may trade in 
the foreseeable future." So that the shareholders at least be given a choice as 
to whether to accept the offer, relief from this Court is necessary to declare  
invalid and enjoin any vote by the Taubmans of their purported blocking         
position, as well as the recent by-law amendment, that would have the effect of 
disenfranchising the public shareholder body who own 99% of the economic        
interest in the Company.                                                        

 4.   Such relief has become necessary not only because of the
practical operation of the various procedural impediments created by the board  
and the Taubmans, but because the Company's board of directors is simply        
slavishly following the dictates of the Taubman family. Without engaging in a   
careful, independent and deliberate consideration of the SPG offer, the board   
has supinely accepted the Taubman family line that because of the family's      
asserted veto power, there is nothing to talk about and any efforts to purchase 
the Company would not be "productive." Indeed, within one hour of SPG's public  
announcement of its offer to the board on November 13, 2002, the Company, at the
behest of the Taubman family, summarily rejected it.                            

   5.   Directors have a fiduciary duty not to allow the corporate
machinery to be used in a manner injurious to the public shareholders, and      
controlling shareholders, such as the Taubmans, likewise have a duty to exercise
their control in a fair and equitable manner. Having                            

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caused or allowed the Series B Preferred Stock to be given to the Taubman family
while aware of the Excess Share Provision embedded in the Company's charter,    
which, in conjunction with the New 3% Shares, operate to preclude SPG's all-cash
offer, the board must now act affirmatively to protect the Company's            
shareholders and not resign itself to domination and control by the Taubman     
family, whose interests directly contravene the best interests of the Company's 
shareholders.                                                                   

 PARTIES

          6.   Plaintiff SPG is organized and exists under the laws of the State
of Delaware and has its principal place of business located at 115 West         
Washington Street, Suite 15 East, Indianapolis, Indiana. SPG is a               
self-administered and self-managed real estate investment trust ("REIT"). SPG is
the managing general partner of Simon Property Group, L.P. (the "SPG Operating  
Partnership"). Through the SPG Operating Partnership, SPG is engaged in the     
ownership, operation, leasing, management, acquisition, expansion and           
development of real estate properties, primarily regional malls and community   
shopping centers. SPG owns 5,500 shares of the Company's common stock.          

          7.   Plaintiff SPA is organized and exists under the laws of the State
of Delaware and has its principal place of business located at 115 West         
Washington Street, Suite 15 East, Indianapolis, Indiana. SPA is a wholly-owned  
subsidiary of SPG and is the entity that is making the SPG Tender Offer. SPA    
owns 5,500 shares of the Company's common stock.                                

         8.   The Company, also a REIT, is organized and exists under the laws
of the State of Michigan and has its principal place of business located at 200 
East Long Lake Road, Suite 300, Bloomfield Hills, Michigan. The Company conducts
its operations through The                                                      

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Taubman Realty Group Limited Partnership ("TRG"), a real estate company, which  
manages the Company's properties and business affairs. The Company is the       
managing general partner of, and has an approximate 62% interest in, TRG.       
(Approximately 30% of the remaining interest in TRG is owned by the Taubman     
family and 8% is owned by other investors.)                                     

       9.   Defendant A. Alfred Taubman is the founder of the Company and,
upon information and belief, currently resides in Rochester, Minnesota. Alfred  
Taubman was a director of the Company from its incorporation in 1973 until his  
resignation in December 2001. Alfred Taubman has a 0.4% economic interest in the
Company. By contrast, he purportedly has nearly 30% voting power in the Company 
(individually and through various entities under his control). He possesses this
purported voting power principally through the Series B Preferred Stock. Alfred 
Taubman has previously served as the Chairman of the Board of Sotheby's         
Holdings, Inc., and as a director of Livent, Inc., and Hollinger International, 
Inc.                                                                            

        10.  Defendant Robert S. Taubman is Chairman of the Board, President
and Chief Executive Officer of the Company, and, upon information and belief,   
resides in Michigan. Robert Taubman has served as a director of the Company     
since 1992. Robert Taubman is also a director of Comerica Bank and of Sotheby's 
Holdings, Inc., and represents the Company as a director of fashionmall.com,    
Inc. Robert Taubman, or entities he controls, owns less than 1% of the          
outstanding voting shares of the Company's stock. He is the brother of defendant
William Taubman and the son of defendant Alfred Taubman. In his capacity as     
Chairman of the Board, President and Chief Executive Officer of the Company,    
Robert Taubman was paid $2,439,864 in total compensation for fiscal year 2001,  
including $750,000 in salary, $468,000 in bonuses, $1,196,250 in deferred       
compensation, and $25,614 in other compensation.                                

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      11.  Defendant William S. Taubman is a director and Executive Vice
President of the Company, and, upon information and belief, resides in Michigan.
William Taubman has served as a director of the Company since 2000. William     
Taubman has held various executive positions with The Taubman Company LLC, which
is an indirect subsidiary of TRG. William Taubman is the brother of defendant   
Robert Taubman and the son of defendant Alfred Taubman. In his capacity as a    
director and Executive Vice President of the Company, William Taubman was paid  
approximately $1,266,079 in total compensation for fiscal year 2001, including  
$474,994 in salary, $312,500 in bonus, $453,450 in deferred compensation, and   
$25,135 in other compensation.                                                  

        12.  Defendant Lisa A. Payne ("Payne") is a director, Executive Vice
President, and Chief Financial and Administrative Officer of the Company, and,  
upon information and belief, resides in Michigan. Payne has served as a director
of the Company since 1997.                                                      

     13.  Defendant Graham T. Allison ("Allison") is a director of the
Company, and, upon information and belief, resides in Massachusetts. He has     
served as a director of the Company since 1996. Allison previously served as a  
director of the Company for one year, from 1992 through 1993.                   

         14.  Defendant Peter Karmanos, Jr. ("Karmanos"), is a director of the
Company, and, upon information and belief, resides in Michigan. He has served as
a director of the Company since 2000. Karmanos is also a director of Detroit    
Renaissance, an urban renewal organization, of which defendant Alfred Taubman   
has also served as a director.                                                  

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        15.  Defendant Allan J. Bloostein ("Bloostein") is a director of the
Company, and, upon information and belief, resides in Connecticut. Defendant    
Bloostein has served as a director of the Company since 1992.                   

   16.  Defendant Jerome A. Chazen ("Chazen") is a director of the
Company, and, upon information and belief, resides in New York. Defendant Chazen
has served as a director of the Company since 1992. Chazen is Chairman of Chazen
Capital Partners, a private investment company, and along with Robert Taubman is
also a director of fashionmall.com, Inc.                                        

     17.  Defendant S. Parker Gilbert ("Gilbert") is a director of the
Company, and, upon information and belief, resides in New York. Gilbert has     
served as a director of the Company since 1992. He is a retired Chairman of     
Morgan Stanley Group, Inc.                                                      

    18.  Defendants Robert Taubman, William Taubman, Payne, Allison,
Karmanos, Bloostein, Chazen and Gilbert are referred to herein collectively as  
the "Director Defendants." Defendants Bloostein, Chazen and Gilbert have been   
directors of the Company for approximately ten years, and Allison for           
approximately seven years. Because all four have served on the Company's board  
for more than three years, none of Allison, Bloostein, Chazen, or Gilbert       
qualifies as an "Independent Director" under Michigan Business Corporations Act 
Section 450.1107, which provides that an "Independent Director" is a director   
who "[d]oes not have an aggregate of more than 3 years of service as a director 
of the corporation, whether or not as an independent director." In fact, all of 
the non-officer/non-employee directors are dominated and controlled by, and are 
beholden to, the Taubman family and do not possess the independence necessary to
qualify as independent directors.                                               

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JURISDICTION AND VENUE

        19.  This court has jurisdiction pursuant to 28 U.S.C. Section 1332,
as plaintiffs and defendants are citizens of different states, and the amount in
controversy exceeds the sum or value of $75,000, exclusive of interest and      
costs.                                                                          

         20.  Defendants are subject to personal jurisdiction in this judicial
district, and transact business in this judicial district.                      

 21.  Venue is proper in this judicial district pursuant to 28
U.S.C. Section 1391(a)(2), as a substantial part of the events and omissions    
giving rise to this action occurred in this district.                           

BACKGROUND

 SPG'S OFFER TO PURCHASE TAUBMAN CENTERS

      22.  On October 16, 2002, SPG made a written proposal to defendant
Robert Taubman to purchase all of the outstanding common stock of the Company at
a significant premium to its current market price.                              

        23.  On October 21, 2002, without the benefit of discussing with SPG
the details of its proposal, and, upon information and belief, without          
disclosure to the Company's board of directors or stockholders, Robert Taubman  
summarily rejected SPG's proposal.                                              

     24.  In a letter dated October 22, 2002, SPG reiterated the basic
terms of its offer. SPG proposed that it would pay $17.50 in cash for each share
of Company common stock, which represented a 30% premium to the $13.50 closing  
market price of the Company's common stock on the date of this letter. SPG also 
gave the Taubman family a choice. The Taubman family could exchange its limited 
partnership interests in TRG for limited partnership interests in the SPG       
Operating Partnership. Alternatively, the Taubman family could remain           

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limited partners in TRG. Thus, SPG's offer to purchase the outstanding common   
stock would not impact the Taubman family's economic interests in any way if the
Taubman family so wished. Nor would the offer jeopardize the Company's status as
a REIT for tax purposes, the purported rationale for the Excess Share Provision 
in the Company's charter. SPG's proposal also expressly stated that it was not  
subject to the receipt of financing or any due diligence investigation of the   
Company or its subsidiaries.                                                    

 25.  On October 28, 2002, Robert Taubman again rejected SPG's
proposal, and on October 29, 2002, sent a summary one-paragraph letter, which   
conclusorily stated: "The Board is unanimous in concluding that the company has 
no interest whatsoever in pursuing a sale transaction, and that discussion as to
such a transaction would not be productive."                                    

      26.  On November 13, 2002, SPG publicly announced its offer to the
board. SPG also apprised the Company's board regarding SPG's flexibility in     
structuring the deal to allow the Taubman family to retain, sell or exchange    
their interests as they wished.                                                 

     27.  Less than one hour later, the Company issued a press release
stating that:                                                                   

"The Taubman Centers Board of Directors has unanimously     
rejected this proposal. In addition, the Taubman family has 
informed the Board that it is categorically opposed to the  
 sale of the Company. Given the family's position, any efforts
to purchase Taubman Centers would not be productive."       

THE TAUBMAN FAMILY FURTHER ACTS TO
SOLIDIFY ITS BLOCKING POSITION AND ENTRENCH ITSELF

        28.  Within days of SPG' s public announcement of its initial $17.50
all cash offer, the Taubman family began to solidify its voting power and to    
further entrench itself. On November 15, 2002, the Taubman family issued a press
release and filed a corresponding Schedule 13D with the Securities and Exchange 
Commission ("Schedule 13D"), announcing that                                    

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pursuant to certain "voting agreements" certain non-family stockholders had     
given Robert Taubman proxies to vote their shares and that the Taubman family   
now controlled over one-third of the Company's outstanding voting stock. All of 
the stockholders mentioned in the Company's November 15, 2002 press release were
either holding companies for the Taubman family, or close friends (or entities  
controlled by close friends) of the Taubman family.                             

         29.  More specifically, as disclosed in the Schedule 13D, on November
14, 2002, Alfred Taubman's two sons -- Robert and William -- exercised a total  
of 300,000 options; Robert Larson, former vice chairman of the board, purchased 
266,366 shares in the open market; The Max M. Fisher Revocable Trust purchased  
150,000 shares in the open market; and Mr. Larson, Max M. Fisher, and John and  
Terry Rakolta (and entities they control), each of whom is a close personal     
friend of Alfred Taubman, transferred voting power over an aggregate of         
2,440,762 shares to Robert Taubman.                                             

         30.  Thus, at a time when the board should have been evaluating SPG's
premium all-cash offer on the merits, the Taubman family was hurriedly acting to
further entrench itself by adding to its blocking position. As disclosed in the 
Schedule 13D, Robert Taubman entered into the voting agreements "for the        
purposes of preventing an unsolicited takeover of the Company" and, as a result,
"Robert S. Taubman together with the Taubman family controls 33.6% of the vote  
of the capital stock of the Company." The Schedule 13D announced that Robert    
Taubman and the Taubman family, as a group, now had the intention and absolute  
ability to block the SPG Tender Offer.                                          

         31.  As detailed more fully below, the acquisition of voting power by
the Taubman family with respect to the New 3% Shares was a "control share       
acquisition" because,                                                           

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as a result, the Taubman family's claimed voting power -- individually, as well 
as through various family members, trusts and other members of a group which    
includes the Taubman family -- in the Company increased from about 30% to 33.6%.

         32.  The events triggering the filing of the recent Schedule 13D also
constituted the formation of a "group" with respect to the entire 33.6% voting  
power claimed by Robert Taubman and the Taubman family, and hence was a control 
share acquisition. Under Michigan law, such a transaction required the approval 
of a majority of the holders of the disinterested shares for the Taubman family 
to acquire the right to vote those shares. No such approval was sought or       
obtained.                                                                       

THE SPG TENDER OFFER

          33.  On December 5, 2002, SPA commenced a tender offer to purchase the
Company's outstanding common stock for $18.00 in cash per share. The SPG Tender 
Offer is conditioned on a number of events, including that the Excess Share     
Provision be amended or waived as to SPG and that there be validly tendered and 
not withdrawn shares of the Company's common stock representing at least        
two-thirds of the Company's total voting power. If the Taubman family is        
permitted to vote the Series B Preferred Stock and the New 3% Shares, then, as a
practical matter, the SPG Tender Offer will not be consummated.                 

      34.  The SPG Tender Offer is also conditioned on SPG being granted
full voting rights for all shares acquired in the SPG Tender Offer under the    
Michigan Control Share Act, or that the Michigan Control Share Act does not     
apply to the shares being acquired in the SPG Tender Offer or is invalid. For   
purposes of satisfying this condition, SPG previously commenced steps, including
filing preliminary proxy materials with the SEC, to demand that a               

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special meeting of the Company's shareholders be called (the "Control Share     
Special Meeting"), at which the Company's shareholders would be asked to vote to
approve full voting rights for the shares to be acquired in the SPG Tender      
Offer. A majority vote of the Company's shareholders would have been necessary  
for approval of voting rights for these shares if the Michigan Control Share    
applied to the transaction.                                                     

35.  Evidently recognizing that the Company's disinterested 
shareholders would vote overwhelmingly to approve voting rights for SPG to      
enable the SPG Tender Offer to be completed, the board -- five days after       
learning of SPG's intention to call the Control Share Special Meeting -- amended
the Company's by-laws to opt out of the Michigan Control Share Act, citing the  
"cost and distracting nature of a special meeting of shareholders." As a result,
the Control Share Special Meeting will not be held, although, as discussed      
below, SPG still intends to request a special meeting to propose the repeal of  
the Excess Share Provision.                                                     

    36.  On December 10, 2002, the Company formally rejected the SPG
Tender Offer, reiterating the opposition of the board and the Taubman family to 
the offer. While claiming that the offer was "inadequate" from a financial      
standpoint, the Company gave no indication of what an "adequate" offer would be.
To the contrary, while citing a number of purported "reasons" for rejecting the 
offer, the Company continued to cite and rely on "the fact that the Taubman     
family and other shareholders, with a combined voting power of over a third of  
the total voting power of the Company's capital stock have indicated they do not
intend to tender their Common Shares and have taken the firm position that they 
are not interested in pursuing a sale transaction." In other words, regardless  
of the merits of the offer, the Company is not for                              

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sale at any price because of the Taubman family's "firm position" in which the  
board is acquiescing.                                                           

 THE COMMON STOCK OF TAUBMAN CENTERS
 HAS SIGNIFICANTLY UNDERPERFORMED THE MARKET

     37.  The Company was incorporated in Michigan in 1973 and had its
initial public offering (the "IPO") in 1992. Upon completion of the IPO, the    
Company became the managing general partner of TRG. Upon information and belief,
the Company currently has a 62% managing general partnership interest in TRG,   
through which the Company conducts all of its operations.                       

        38.  The stock price of the Company has underperformed the market in
recent months and years. From October 1998 until October 22, 2002 (the day SPG  
made its initial $17.50 offer to the Company), the Company's shares declined 4%,
even though the average stock price of comparable REITs increased for the same  
period.                                                                         

       39.  Market observers familiar with the Company have attributed its
recent underperformance to bad management. As one analyst was recently quoted as
saying, if SPG is successful in acquiring the Company, "[y]ou would be swapping 
bad management for good management." A University of Michigan finance professor,
commenting on the Company, explained to the DETROIT FREE PRESS that typical     
targets of takeovers are "ones that are doing poorly financially" and that SPG  
sees in Taubman Centers a company that is "not performing up to its potential." 

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 THE SERIES B PREFERRED STOCK IS GIVEN TO THE FAMILY
WITHOUT A PROPER PURPOSE OR A SHAREHOLDER VOTE

       40.  Prior to August 1998, the Taubman family's voting power in the
Company and economic interest in the Company were both below 1%. The remainder  
of the voting and economic interests in the Company were in the hands of the    
public shareholders. The Company and TRG were (and remain) separate legal       
entities, a design originally created to provide tax benefits to the Taubman    
family. Prior to August 1998, TRG was controlled by a 13-member Partnership     
Committee, on which the Taubman family held only a minority of four seats. The  
Taubman family owned approximately 23% of the partnership units of TRG, while   
General Motors Pension Trust ("GMPT") owned approximately 37% of the partnership
units and the remainder were owned by the Company. Decisions of the Partnership 
Committee and control of TRG were governed by majority vote. Thus, as of August 
1998, the Taubman family did not hold a blocking position with respect to either
the Company or TRG. At any time prior to August 1998, if an offer (such as the  
SPG Tender Offer) to acquire shares of the Company's common stock were received,
the public shareholders of the Company would have been free to amend the        
Company's charter to repeal the Excess Share Provision and take any other       
actions necessary to ensure that they received the highest value for their      
shares without fear of a Taubman family veto.                                   

     41.  This entire structure was drastically and improperly altered
through an August 1998 restructuring that was designed to give the Taubman      
family substantial veto powers in the Company that they were not and are not    
entitled to exercise. Through this transaction the Board, in breach of its      
fiduciary duty and Michigan statutory law, purportedly increased the            

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Taubman family's voting power in the Company, notwithstanding the lack of a     
parallel change in the Taubman family's economic interest in the Company.       

        42.  Specifically, on August 19, 1998, the Company announced that it
had purchased the TRG partnership units owned by GMPT (the "GMPT Exchange"). As 
a result of its purchase, the Company obtained a controlling interest in TRG. In
connection with the GMPT Exchange, although not announced in any public filings 
until after the transaction, the Company, for the nominal amount of $38,400,    
determined to give to the remaining limited partners in TRG (consisting         
primarily of the Taubman family) one share of the new Series B Preferred Stock  
in the Company for each TRG unit held by those limited partners. The transaction
concerning the Series B Preferred Stock was not submitted to a shareholder vote,
nor was it even disclosed in the press release announcing the GMPT Exchange.    
Indeed, the Series B Preferred Stock transaction was not even mentioned until,  
on October 15, 2002, nearly two months after the GMPT Exchange was publicly     
announced, the Company made a filing with the Securities and Exchange Commission
cryptically stating that it "became obligated" to issue the Series B Preferred  
Stock to the Taubman family in connection with the GMPT Exchange. Even then, the
filing provided no explanation of the fact that the Series B Preferred Stock    
purported to give the Taubman family virtual veto power over major transactions 
concerning the Company and, in particular, unsolicited takeover attempts.       

       43.  The Series B Preferred Stock purported to increase the Taubman
family's voting power in the Company from less than 1% to 30%. The Series B     
Preferred Stock, if valid, gives the Taubman family effective control over      
decisions affecting the Company's public stockholders even though the family's  
economic interest in the Company is DE MINIMIS. Thus,                           

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the Taubman family could vote its shares to effectively block amendments to the 
Company's charter and any other action requiring a two-thirds vote of the voting
stock. Prior to receiving the Series B Preferred Stock, the Taubman family did  
not possess such control or veto powers over the Company. The Series B Preferred
Stock is convertible to common stock at a ratio of 14,000 shares to one;        
therefore, all of Alfred Taubman's Series B shares, if converted to common      
stock, would amount to less than 2,000 common shares out of more than 51 million
shares of common stock.                                                         

          44.  The following table illustrates the purported change in ownership
at the Company by virtue of the transfer of the Series B Preferred Stock to the 
Taubman family:                                                                 

                                                        [Enlarge/Download Table]

                           TAUBMAN                                                   
                            FAMILY                        TAUBMAN                    
                            TOTAL           PUBLIC         FAMILY          PUBLIC    
                            VOTING       STOCKHOLDERS     ECONOMIC      STOCKHOLDERS 
                           POWER IN      TOTAL VOTING     INTEREST        ECONOMIC   
                              THE        POWER IN THE      IN THE        INTEREST IN 
                            COMPANY        COMPANY        COMPANY        THE COMPANY 
------------------------------------------------------------------------------------ 
                                                                                     
  Pre-GMPT Exchange       less than 1%   more than 99%   less than 1%   more than 99%

  Post-GMPT Exchange           30%            70%             1%             99%     

   45.  On August 18, 1998, the Company told the public in a press
release accompanying the GMPT Exchange transaction:                             

With the [Company] now having a majority and      
   controlling interest in TRG, we will dissolve the TRG
 Partnership Committee. GMPT will relinquish its two
   seats on the [Company's] board of directors resulting
in the [Company] having a majority of independent 
directors.                                        

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        46.  The press release did not disclose that, in connection with the
GMPT Exchange, the Company would give the Series B Preferred Stock to the       
limited partners in TRG, consisting primarily of the Taubman family, and thus   
endow the Taubmans with a purported 30% voting position over the Company.       

       47.  The acquisition of the Series B Preferred Stock by the Taubman
family -- and the effective control that such an acquisition handed to the      
Taubman family -- was a "control share acquisition" under the Michigan Control  
Share Act, because the Taubman family's ostensible voting power in the Company  
was increased from (1) less than one-fifth, to (2) between one-fifth and        
one-third. Under the Control Share Act, for the Taubman family to acquire the   
right to vote those shares, the transaction required the approval of a majority 
of the Company's shareholders. No such approval was ever sought or given, and   
those shares therefore have no voting rights.                                   

  48.  The Taubman family and the other limited partners paid an
aggregate of only $38,400 for the shares of Series B Preferred Stock in the 1998
control share transaction, although the stock provided the Taubman family with a
purported 30% vote and substantial veto powers over the Company. The transfer of
the Series B Preferred Stock had no valid corporate purpose, and was designed   
simply to bestow upon the Taubman family extraordinary powers and rights, and to
dilute the voting power of the public shareholders. No fair consideration was   
paid by the Taubman family for the Series B Preferred Stock.                    

    49.  The terms of the Series B Preferred Stock, set forth in the
charter, make it clear that the holders would wield extreme -- indeed,          
dispositive -- power with respect to the voting rights of the Company. Each     
share of Series B Preferred Stock purportedly would entitle                     

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the holder to vote with the holders of the Company's common stock on all matters
submitted to the Company's shareholders.                                        

 THE COMPANY'S EXCESS SHARE PROVISION AS ADOPTED AND APPLIED
BY THE COMPANY'S BOARD OF DIRECTORS HAS SIGNIFICANT ANTI-TAKEOVER EFFECT

         50.  Article III, Section 2, Subsection (d) of the Company's Articles
of Incorporation (the "Articles"), the Excess Share Provision, is designed to   
prohibit the ownership by any person, as defined by the Articles, of shares in  
excess of 8.23% of the "aggregate value" of the outstanding common stock and    
preferred stock of the Company. Subject to certain specified exceptions, any    
transfer that would result in any person owning in excess of 8.23% of the       
aggregate value of the outstanding common stock and preferred stock of the      
Company (or 9.99% where the board has exempted a person from the 8.23% limit),  
is purportedly void AB INITIO as to the shares of common stock and/or preferred 
stock that are in excess of the limit, and the intended transferee acquires no  
rights -- including voting rights -- in such shares.                            

          51.  Although it is not uncommon for a REIT to include an excess share
provision in its Articles or by-laws to ensure compliance with the Internal     
Revenue Code, which prohibits five or fewer individuals from owning in the      
aggregate in excess of 50% of the value of the shares of a REIT, such provisions
invariably grant the REIT's board of directors the discretion to waive the      
limitation with respect to particular acquirors. This gives the board discretion
to act in the best interests of the stockholders. In any event, acquisition of a
REIT by a REIT, as is contemplated by SPG's offer, would not implicate the REIT 
status rules of the Internal Revenue Code.                                      

     52.  The Company's Excess Share Provision is far more restrictive
because it cannot be waived by the board to allow any person to own more than   
9.9% of the aggregate                                                           

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value of the Company's outstanding capital stock, even if the board believes    
that such a transaction is in the Company's best interests, and even if (as     
here) the transaction does not jeopardize the Company's status as a REIT for tax
purposes. This provision may only be amended or eliminated by a two-thirds vote 
of the Company's voting stock. The non-waivability of the Excess Share Provision
is fundamentally unfair where, as shown above, the Taubman family and its       
friends now purport to control more than one-third of the Company's outstanding 
voting stock, because the Excess Share Provision cannot be amended or eliminated
without the affirmative vote and imprimatur of the Taubman family -- if the     
Taubman family is permitted to vote the Series B Preferred Stock and the New 3% 
Shares. The Company did not disclose to the public stockholders at any time that
the non-waivable Excess Share Provision would effectively be forever embedded in
the Articles by virtue of the Series B Preferred Stock given to the Taubman     
family.                                                                         

      53.  Although the Company's board cannot directly waive the Excess
Share Provision, given the impediment that the Excess Share Provision, in       
conjunction with the Series B Preferred Stock and the New 3% Shares, poses to   
the public shareholders' consideration of the offer, the board should not permit
the Taubman family to vote its Series B Preferred Stock or the New 3% Shares at 
any shareholder vote that affects the ability of the SPG Tender Offer to        
proceed. The family's economic interest in TRG, the Company's operating         
partnership, is in a separate legal entity and does not justify a veto power    
over the ability of the public shareholders of the Company (the publicly-traded 
REIT) to take advantage of the SPG Tender Offer. The board's current and        
continuing failure to prevent the family from voting its purported blocking     

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position simply confirms that the board continues to defer completely to the    
wishes of the Taubman family at the expense of the public stockholders.         

SPG TAKES STEPS TO ALLOW THE COMPANY'S SHAREHOLDERS TO REMOVE THE EXCESS SHARE
PROVISION AND THE COMPANY'S BOARD ACTS TO THWART AND IMPEDE THOSE STEPS 

54.  On December 16, 2002 SPG announced that it had filed a 
preliminary proxy statement with the SEC to enable SPG to solicit proxies from  
shareholders of the Company to call a special meeting of the Company's          
shareholders. The purpose of the meeting (the "Excess Share Provision Special   
Meeting") would be to allow the Company's shareholders to vote on a proposal to 
amend the Company's charter so that the purchase of shares by SPG in connection 
with its tender offer would not trigger the Excess Share Provision. Under its   
by-laws, the Company is required to hold a special meeting if presented with    
proxies from holders of at least 25% of the Company's outstanding voting shares.
Under the Company's by-laws (as they existed on December 16, 2002), holders of  
25% of the Company's outstanding voting shares were able to call a special      
meeting "at any time and for any purpose" upon notice to be given at least 10   
and not more than 60 days prior to the meeting.                                 

     55.  Four days later, on December 20, 2002, in direct reaction to
SPG's announced intention to call a special meeting, the Company announced that 
the board, at a meeting that day, had amended the Company's by-laws purportedly 
"to specify in more detail the timing and procedures that would apply to a      
special meeting requested by the shareholders." In fact, the purpose and effect 
of the amendment (the "Meeting Delay Amendment") is to delay and impede SPG's   
ability to convene a special meeting to propose the elimination of the Excess   
Share Provision that stands in the way of SPG presenting its offer to the       
shareholders. Whereas                                                           

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the prior by-laws permitted holders of 25% of the Company's voting shares       
unilaterally to call a special meeting to be held on a date of their choosing   
between 10 and 60 days after providing notice thereof, the amended by-laws      
eliminate this right.                                                           

56.  The Meeting Delay Amendment instead provides that, upon
shareholder request, it is the COMPANY that calls the meeting and selects the   
date. The Meeting Delay Amendment further provides that, within 10 business days
after receiving notice of a request by holders of 25% of the Company's voting   
shares for a special meeting, the board is to fix a record date and meeting date
for such special meeting, "which meeting date shall be set for not less than 30 
nor more than 90 days after the date of such board action." In other words, by  
virtue of the Meeting Delay Amendment the board has arrogated to itself the     
power to set the meeting date and to delay it by several weeks -- if not months 
-- beyond the date that could have been chosen by the shareholders. The Meeting 
Delay Amendment has no valid corporate purpose, and constitutes an improper     
interference with the shareholder franchise.                                    

        57.  In announcing the Meeting Delay Amendment, the board reiterated
its opposition to the SPG Tender Offer and specifically recommended to the      
Company's shareholders that they vote against SPG's proposal to eliminate the   
Excess Share Provision at the Excess Share Provision Special Meeting. The board 
also made a point of saying that "Holders of more than a third of the voting    
power ...will vote against" SPG's proposal to amend the charter to eliminate the
Excess Share Provision, thereby serving as a reminder that the Taubman family,  
if permitted to vote its Series B Preferred Stock and New 3% Shares, has an     
effective veto power over the SPG Tender Offer.                                 

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 DECLARATORY AND INJUNCTIVE RELIEF

         58.  The Court may grant the declaratory and injunctive relief sought
herein pursuant to 28 U.S.C. Section 2201 and Fed. R. Civ. P. 57 anD 65. A      
substantial controversy exists because the board is breaching its fiduciary     
duties by allowing a stockholder -- who owns 1% of the economic interest in the 
Company -- to tell it what to do. The board has failed -- and continues to fail 
-- to discharge its fiduciary duties by failing to give independent scrutiny and
evaluation to SPG's premium all cash offer, thus depriving the public           
shareholders of the right to choose for themselves whether to accept the SPG    
offer. Furthermore, the Taubman family is also breaching the duties that it     
owes, as a purported controlling shareholder, to the public stockholders by not 
giving the public shareholders the opportunity to consider SPG's offer -- a     
transaction that, if the Taubman family chooses, will have no impact on the     
Taubman family's economic interests, but will substantially benefit the public  
stockholders.                                                                   

       59.  The interests of defendants in maintaining their grip over the
Company is adverse to the interest of the Company's common stockholders in      
maximizing the value of their holdings. Any purchase by SPG of the Company's    
outstanding publicly held stock has effectively been rendered impossible because
of the non-waivable Excess Share Provision in conjunction with the veto powers  
purportedly bestowed upon the Taubman family. SPG's ability to obtain the       
necessary two-thirds vote at the Excess Share Provision Special Meeting to      
remove the Excess Share Provision from the Company's charter -- and therefore to
satisfy a condition to the SPG Tender Offer -- will be rendered futile if the   
Taubman family is permitted to vote the Series B Preferred Stock and the New 3% 
Shares at that meeting. The existence of this controversy -- especially given   
the public tender offer currently in effect -- is causing confusion             

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and uncertainty in the market for public securities. Investors do not know      
whether, or when, they will have the opportunity to avail themselves of an      
advantageous all cash offer for their shares. Declaratory relief will serve the 
public interest by affording relief from such uncertainty and by permitting the 
holders of the Company's stock to maximize the value of their holdings by, at   
the very least, having the opportunity to consider the SPG Tender Offer.        

      60.  Injunctive and declaratory relief is required, INTER ALIA, to
declare that the Taubman family's Series B Preferred Stock and the New 3% Shares
cannot vote at the Excess Share Provision Special Meeting or any other meeting, 
to prevent the board from permitting the Taubman family's Series B Preferred    
Stock and the New 3% Shares to be voted, to prevent the Taubman family from     
voting that stock at any meeting of shareholders, to prevent the board from     
using the Meeting Delay Amendment to impede and delay SPG's ability to convene  
the Excess Share Provision Special Meeting and present its offer to the public  
shareholders, and to eliminate the uncertainty as to whether and when the       
Company's public shareholders will be permitted to achieve a superior           
transaction in the sale of their corporation.                                   

FIRST CLAIM FOR RELIEF

MICHIGAN CONTROL SHARE ACT
(MICHIGAN BUSINESS CORPORATION ACT SECTION 450.1790 et seq. -- AGAINST ALL
DEFENDANTS) 

     61.  Plaintiffs repeat and reallege Paragraphs 1 through 60 as if
fully set forth herein.                                                         

   62.  The Michigan Control Share Act, Chapter 7B of the Michigan
Business Corporation Act (M.B.C.A. Section 450.1790 et seq.), applies to the    
Company.                                                                        

       63.  Pursuant to the Michigan Control Share Act, control shares are
shares of a corporation that, when added to the pre-existing shares owned by a  
person or in respect to which                                                   

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that person may exercise or direct the exercising of voting power, would entitle
that person, immediately after the acquisition of the shares, directly or       
indirectly, alone or as part of a group, to exercise or direct the exercise of  
the voting power of the corporation within any of the following ranges:         

          (a)  at least one-fifth, but less than one-third, of all voting power;

    (b)  at least one-third, but less than a majority, of all voting
power; or                                         

(c)  a majority of all voting power.                        

    64.  Pursuant to the Michigan Control Share Act, a control share
acquisition is any direct or indirect acquisition of ownership of, or the power 
to direct the exercise of voting power with respect to, issued and outstanding  
control shares.                                                                 

    65.  A person who acquires shares in a control share acquisition
without the affirmative vote of a majority of the holders of all disinterested  
shares entitled to vote does not acquire the right to vote those control shares.

    66.  The Series B Preferred Stock increased the Taubman family's
claimed voting power with respect to the Company's issued and outstanding shares
from less than 1% to 30%. In other words, the Taubman family's voting power     
purportedly increased from (a) less than one-fifth, to (b) between one-fifth and
one-third, and therefore constituted a control share acquisition pursuant to    
M.B.C.A. Section 450.1790(2)(a).                                                

     67.  On or about November 13, 2002, in connection with the events
described in the Schedule 13D, the Taubman family members who hold Series B     
Preferred Stock formed a group with respect to the voting of the Series B       
Preferred Stock and the New 3% Shares, giving                                   

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the group a collective 33.6% of the voting power in the Company. The formation  
of the group also constituted a control share acquisition pursuant to M.B.C.A.  
Section 450.1790(2)(b).                                                         

         68.  The holders of the Company's disinterested voting stock have not
voted to confer any voting rights on the Series B Preferred Stock acquired by   
the Taubman family in 1998 or with respect to the voting power to be exercised  
by the Taubman family members who hold Series B Preferred Stock as part of the  
group formed in connection with the events described in the Schedule 13D.       

        69.  Accordingly, plaintiffs seek (i) a declaration that pursuant to
the Michigan Control Share Act, the Taubman family's Series B Preferred Stock   
does not have any voting rights, and (ii) injunctive relief prohibiting the     
Taubman family from voting the Series B Preferred Stock.                        

70.  Plaintiffs have no adequate remedy at law.             

SECOND CLAIM FOR RELIEF 

MICHIGAN CONTROL SHARE ACT
 (MICHIGAN BUSINESS CORPORATION ACT SECTION 450.1790 et seq. - AGAINST ALL
DEFENDANTS) 

     71.  Plaintiffs repeat and reallege Paragraphs 1 through 70 as if
fully set forth herein.                                                         

   72.  The Michigan Control Share Act, Chapter 7B of the Michigan
Business Corporations Act (M.B.C.A. Section 450.1790 et seq.), applies to the   
Company.                                                                        

       73.  Pursuant to the Michigan Control Share Act, control shares are
shares of a corporation that, when added to the pre-existing shares owned by a  
person or in respect to which that person may exercise or direct the exercising 
of voting power, would entitle that person, immediately after the acquisition of
the shares, directly or indirectly, alone or as part of a group,                

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to exercise or direct the exercise of the voting power of the corporation within
any of the following ranges:                                                    

          (a)  at least one-fifth, but less than one-third, of all voting power;

    (b)  at least one-third, but less than a majority, of all voting
power; or                                         

(c)  a majority of all voting power.                        

    74.  Pursuant to the Michigan Control Share Act, a control share
acquisition is any direct or indirect acquisition of ownership of, or the power 
to direct the exercise of voting power with respect to issued and outstanding   
control shares.                                                                 

    75.  A person who acquires shares in a control share acquisition
without the affirmative majority vote of the holders of all disinterested shares
entitled to vote does not acquire the right to vote those control shares.       

  76.  On November 15, 2002, the Taubman family announced in the
Schedule 13D that certain non-family stockholders, including Robert Larson, Max 
Fisher and the Rakolta family (and entities they control), had given Robert     
Taubman irrevocable proxies to vote their shares. In addition, the Taubman      
family announced that Robert Taubman and William Taubman had exercised a total  
of 300,000 options. As a consequence of these developments, the Taubman family  
announced that it now controlled over one-third of the Company's outstanding    
voting stock.                                                                   

         77.  Even if the 1998 acquisition of the Series B Preferred Stock was
not a control share acquisition, the increase of the Taubman family's voting    
power from 30% to 33.6% by virtue of the New 3% Shares was a control share      
acquisition. In other words, the Taubman family's voting power purportedly      
increased from (a) between one-fifth and one-third, to (b)                      

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between one-third and a majority, and constituted a control share acquisition   
pursuant to M.B.C.A. Section 450.1790(2)(b).                                    

     78.  On or about November 13, 2002, in connection with the events
described in the Schedule 13D, the Taubman family members who hold Series B     
Preferred Stock formed a group with respect to the voting of the Series B       
Preferred Stock and the New 3% Shares, giving the group a collective 33.6% of   
the voting power in the Company. The formation of the group also constituted a  
control share acquisition pursuant to M.B.C.A. Section 450.1790(2)(b).          

         79.  The holders of the Company's disinterested voting stock have not
voted to confer any voting rights on the New 3% Shares or the Series B Preferred
Stock.                                                                          

        80.  Accordingly, plaintiffs seek (i) a declaration that pursuant to
the Michigan Control Share Act, the New 3% Shares and Series B Preferred Stock  
do not have any voting rights, and (ii) injunctive relief prohibiting the       
Taubman family from voting the New 3% Shares or Series B Preferred Stock.       

81.  Plaintiffs have no adequate remedy at law.             

THIRD CLAIM FOR RELIEF

DECLARATORY JUDGMENT
 (INVALIDITY OF TAUBMAN FAMILY VOTING RIGHTS AND MEETING DELAY AMENDMENT
(AGAINST ALL DEFENDANTS)

     82.  Plaintiffs repeat and reallege Paragraphs 1 through 81 as if
fully set forth herein.                                                         

       83.  The Series B Preferred Stock and the New 3% Shares do not have
the right to vote and should not be allowed to vote at any meeting of           
shareholders because, INTER ALIA:                                               

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          (a)  the board is following the dictates of the Taubman family without
engaging in a searching, independent and deliberative consideration of the SPG  
offer, and passively accepting the Taubman family's position that it controls a 
blocking voting position when, in fact, that position was largely obtained      
without the shareholder vote required under the Michigan Control Share Act;     

         (b)  the board has created, and continues to allow, an effective veto
position for the Taubman family by giving them the Series B Preferred Stock for 
no fair consideration for the improper purpose of insulating the Company from   
third-party proposals such as the SPG Tender Offer;                             

          (c)  the board is depriving the public stockholders of the opportunity
to consider SPG's offer and effectively removing from the shareholders the      
choice of whether or not to tender their shares;                                

    (d)  the board is acquiescing in the Taubman family's arbitrary,
irrational and spiteful conduct towards the public shareholders and SPG, that is
designed solely to entrench the Taubman family;                                 

          (e)  the board is permitting the Series B Preferred Stock given to the
Taubman family and the New 3% Shares to effectively prevent amendment of the    
charter to remove the Excess Share Provision, and failing to take steps to      
remove this impediment; and                                                     

        (f)  the Series B Preferred Stock held by the Taubman family and the
New 3% Shares have no voting rights under the Michigan Control Share Act.       

         84.  The Meeting Delay Amendment is a breach of fiduciary duty by the
board and an inequitable manipulation of the corporate machinery for an improper
purpose, to wit: to                                                             

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delay, impede and interfere with the ability of the Company's shareholders to   
exercise their right to vote to remove impediments to the SPG Tender Offer.     

       85.  Plaintiffs have been damaged, and continue to be damaged, as a
direct result of defendants' conduct.                                           

        86.  Accordingly, plaintiffs seek a declaration that (a) the Taubman
family may not validly vote the Series B Preferred Stock and the New 3% Shares  
under circumstances that would have the effect of foreclosing the SPG Tender    
Offer and disenfranchising the public shareholder body, including at the Excess 
Share Provision Special Meeting; and (b) the Meeting Delay Amendment is null and
void and of no further force and effect.                                        

87.  Plaintiffs have no adequate remedy at law.             

FOURTH CLAIM FOR RELIEF 

BREACH OF FIDUCIARY DUTY -- AGAINST ALFRED TAUBMAN AND THE DIRECTOR DEFENDANTS

     88.  Plaintiffs repeat and reallege Paragraphs 1 through 87 as if
fully set forth herein.                                                         

       89.  Directors of Michigan corporations, such as the Company, owe a
fiduciary duty to the Company's stockholders. Directors also have a fiduciary   
duty to refrain from interfering with the shareholder franchise and from        
inequitably manipulating the corporate machinery for improper purposes. In      
addition, directors have a duty to give due consideration in good faith to a    
proposal of a material transaction and to act in the best interests of the      
stockholders.                                                                   

         90.  Pursuant to Michigan Business Corporation Act Section 450.1541a,
directors are required to discharge their duties in good faith, witH the care   
that an ordinarily prudent person in                                            

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a like position would exercise under similar circumstances, and in a manner they
reasonably believe to be in the best interests of the corporation.              

       91.  The conduct set forth above constitutes a continuing breach of
the board of directors' fiduciary duties to the Company's non-Taubman family    
stockholders.                                                                   

       92.  Plaintiffs have been damaged, and continue to be damaged, as a
direct result of defendants' conduct.                                           

       93.  Accordingly, plaintiffs seek injunctive relief prohibiting the
Taubman family from voting the shares of Series B Preferred Stock and the New 3%
Shares, and enjoining the Director Defendants from enforcing or applying the    
Meeting Delay Amendment in connection with the Excess Share Provision Special   
Meeting or otherwise to impede or delay the ability of the Company's            
shareholders to vote to remove impediments to the SPG Tender Offer.             

94.  Plaintiffs have no adequate remedy at law.             

FIFTH CLAIM FOR RELIEF

BREACH OF FIDUCIARY DUTY
(AGAINST ALFRED TAUBMAN, ROBERT TAUBMAN AND WILLIAM TAUBMAN)

     95.  Plaintiffs repeat and reallege Paragraphs 1 through 94 as if
fully set forth herein.                                                         

        96.  If the Taubman family's Series B Preferred Stock and the new 3%
Shares are entitled to be voted, then the Taubman family, including Alfred,     
Robert and William Taubman, owns or controls more than a third of the voting    
power of the Company and has an effective veto over the SPG Tender Offer.       
However, the Taubman family owns only 1% of the economic interests in the       
Company.                                                                        

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    97.  The Taubman family, including defendants Alfred, Robert and
William Taubman, exercises control over the business affairs of the Company and 
owes fiduciary duties to the Company's non-family shareholders.                 

       98.  The Taubman family is exercising actual domination and control
over the passive board. Rather than considering the benefits that the SPG offer 
presents to the public stockholders, and taking affirmative steps to allow the  
shareholders to reap the benefits of the SPG offer, the board is acting at the  
direction and behest of the Taubman family.                                     

        99.  If the Taubman family's Series B Preferred Stock and the New 3%
Shares are entitled to vote, then the Taubman family -- through its stock       
ownership and the other conduct described herein -- is a "controlling"          
shareholder.                                                                    

        100. As a controlling shareholder, the Taubman family owes fiduciary
duties to the Company's other shareholders. The Taubman family owns only 1% of  
the economic interests in the Company, but purports to wield over 33% of the    
Company's voting power. A proper discharge of the Taubmans' fiduciary duties    
requires that the Taubman family refrain from voting its Series B Preferred     
Stock and the New 3% Shares because persons with a 1% economic stake in the     
Company should not be able to use their voting power to deny the overwhelming   
shareholder body a right to consider freely and fairly an all-cash offer in     
their economic interests. This disparity threatens to inflict serious harm and  
injury to the Company's public shareholders, who stand to gain enormous         
financial benefits if the Taubman family does not vote its Series B Preferred   
Stock and the New 3% Shares.                                                    

       101. Plaintiffs have been damaged, and continue to be damaged, as a
result of the Taubman family's conduct.                                         

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        102. Accordingly, plaintiffs seek (i) a declaration that the Taubman
family's voting of its Series B Preferred Stock and the New 3% Shares           
constitutes a breach of the fiduciary duties owed by the Taubman family to the  
Company's shareholders, and (ii) injunctive relief prohibiting the Taubman      
family from voting its shares of Series B Preferred Stock and the New 3% Shares.

103. Plaintiffs have no adequate remedy at law.             

IRREPARABLE INJURY

      104. Plaintiffs repeat and reallege Paragraphs 1 through 103 as if
fully set forth herein.                                                         

          105. Plaintiffs and the holders of the Company's common stock face the
prospect of immediate, severe and irreparable injury should the Taubman family  
be permitted to vote the Series B Preferred Stock and the New 3% Shares. If the 
requested relief is not granted, the conditions to the extremely valuable and   
compelling SPG Tender Offer, including those relating to the Excess Share       
Provision Special Meeting, will not be satisfied, and SPG will lose the unique  
opportunity to make its tender offer. Furthermore, the public stockholders will 
lose the unique opportunity to participate in the SPG Tender Offer and receive a
premium for their shares. In addition, if the requested relief is not granted,  
defendants will successfully impede and frustrate the public stockholders' right
to vote and interfere with the shareholder franchise.                           

     106. Voting of the Series B Preferred Stock and the New 3% Shares
will, unless enjoined, impede the SPG Tender Offer, interfere with the voting   
rights of the non-Taubman family stockholders, disenfranchise the holders of the
Company's common stock, and                                                     

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deprive those stockholders of a premium bid for their shares that they would    
otherwise be able to consider.                                                  

          107. If the Meeting Delay Amendment is permitted to stand, the ability
of the Company's disinterested shareholders to vote to repeal the Excess Share  
Provision, and thereby facilitate the completion of the SPG Tender Offer, will  
also be substantially impeded and delayed.                                      

  WHEREFORE, plaintiffs respectfully demand that the Court enter
judgment against defendants and in favor of plaintiffs, and that the Court issue
an Order:                                                                       

       (a)  Declaring that pursuant to the Michigan Control Share Act, the
Series B Preferred Stock and the New 3% Shares do not have any voting rights;   

        (b)  Preliminarily and permanently enjoining the Director Defendants
from allowing the Taubman family to vote its Series B Preferred Stock and the   
New 3% Shares;                                                                  

        (c)  Preliminarily and permanently enjoining the Taubman family from
voting its Series B Preferred Stock and the New 3% Shares;                      

        (d)  Declaring that the Director Defendants have breached -- and are
breaching -- their fiduciary duties owed to the Company's shareholders;         

 (e)  Declaring that the Taubman family has breached -- and is
breaching -- its fiduciary duties owed to the Company's shareholders;           

        (f)  Preliminarily and permanently enjoining the Director Defendants
from enforcing or applying the Meeting Delay Amendment in connection with the   
Excess Share Provision Special Meeting or otherwise to impede or delay the      
ability of the Company's shareholders to vote to remove impediments to the SPG  
Tender Offer;                                                                   

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        (g)  Declaring that the Meeting Delay Amendment is null and void and
of no further force and effect; and                                             

          (h)  Granting to plaintiffs such other and further relief as the Court
deems fair and equitable.                                                       

Dated: December 27, 2002                                                        

                               Respectfully submitted,

                                   MILLER, CANFIELD, PADDOCK &
                         STONE, P.L.C.

                                By: /s/ Todd A. Holleman
                                          --------------------------
                                                 Todd A. Holleman (P57699)
                                                 Carl H. von Ende (P21867)
                                      150 West Jefferson, Suite 2500
                                     Detroit, Michigan  48226-4415
                                 Telephone: (313) 963-6420
                                 Facsimile: (313) 496-7500

                                Attorneys for Plaintiffs

Of Counsel:                                                                     

Richard L. Posen                                                                
John R. Oller                                                                   
Tariq Mundiya                                                                   
Scott S. Rose                                                                   

WILLKIE FARR & GALLAGHER                                                        
787 Seventh Avenue                                                              
New York, New York  10019                                                       
Telephone: (212) 728-8000                                                       
Facsimile: (212) 728-8111                                                       
DELIB:2377921.1\121245-00001                                                    

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC TO-T/A’ Filing	Date	First	Last	Other Filings

Filed on:	12/30/02
	12/27/02	35		SC TO-T/A
	12/20/02	21		PREC14A, SC 14D9/A
	12/16/02	21		PREC14A, SC TO-T/A
	12/10/02	13
	12/5/02	12		8-K, PREC14A, SC TO-T
	11/15/02	10	27	SC 13D/A
	11/14/02	11
	11/13/02	4	28	8-K, S-8
	10/29/02	10
	10/28/02	10
	10/22/02	9	14
	10/21/02	9
	10/16/02	9
	10/15/02	16
	8/19/98	16
	8/18/98	17		8-K
				List all Filings

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Filing Submission 0001047469-02-008647 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Simon Property Group Inc/DE, et al. – ‘SC TO-T/A’ on 12/30/02 re: Taubman Centers Inc – EX-6

On: Monday, 12/30/02, at 5:09pm ET · Accession #: 1047469-2-8647 · File #: 5-42862

Previous ‘SC TO-T’: ‘SC TO-T/A’ on 12/27/02 · Next: ‘SC TO-T/A’ on 12/31/02 · Latest: ‘SC TO-T/A’ on 10/9/03

Amendment to Tender-Offer Statement — Third-Party Tender Offer — Schedule TOFiling Table of Contents

EX-6 — Exhibit (A)(6)

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Tender-Offer Statement — Third-Party Tender Offer — Schedule TO
Filing Table of Contents