EX-99.(A)(1)(I) 3 a2100393zex-99_a1i.txt OFFER TO PURCHASE SUPPLEMENT TO THE OFFER TO PURCHASE DATED DECEMBER 5, 2002 SIMON PROPERTY ACQUISITIONS, INC., A WHOLLY OWNED SUBSIDIARY OF SIMON PROPERTY GROUP, INC., HAS INCREASED THE PRICE OF ITS OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF TAUBMAN CENTERS, INC. TO $20.00 NET PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, FEBRUARY 14, 2003, UNLESS THE OFFER IS EXTENDED. SIMON PROPERTY GROUP, INC., WESTFIELD AMERICA, INC. AND SIMON PROPERTY ACQUISITIONS, INC. (INCLUDING ANY SUCCESSOR THERETO, THE "PURCHASER") HAVE ENTERED INTO AN AGREEMENT, DATED JANUARY 15, 2003, WHICH PROVIDES, AMONG OTHER THINGS, THAT (I) ALL DECISIONS WITH RESPECT TO THE OFFER SHALL BE MADE JOINTLY BY SIMON PROPERTY GROUP, INC. AND WESTFIELD AMERICA, INC. AND (II) IF THE OFFER IS CONSUMMATED, WESTFIELD AMERICA, INC. (OR ITS DESIGNATED ASSIGNEE) WILL ACQUIRE 50% OF THE PURCHASER (OR ITS DESIGNEE) AT A PURCHASE PRICE EQUAL TO 50% OF THE AGGREGATE OFFER PRICE (AS DEFINED IN THE OFFER TO PURCHASE) PAID BY THE PURCHASER IN THE OFFER, AND SIMON PROPERTY GROUP, INC. AND WESTFIELD AMERICA, INC. WILL JOINTLY CONTROL THE SHARES OF COMMON STOCK OF TAUBMAN CENTERS, INC. (THE "SHARES") PURCHASED IN THE OFFER. THE OFFER IS CONDITIONED UPON, AMONG OTHER CONDITIONS SET FORTH IN THE OFFER TO PURCHASE, (1) THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER SUCH NUMBER OF SHARES THAT REPRESENTS, TOGETHER WITH SHARES OWNED BY THE PURCHASER, SIMON PROPERTY GROUP, INC., WESTFIELD AMERICA, INC. OR ANY OF THEIR RESPECTIVE SUBSIDIARIES, AT LEAST TWO-THIRDS ( 2/3) OF THE TOTAL VOTING POWER OF TAUBMAN CENTERS, INC., (2) THE PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT AFTER CONSUMMATION OF THE OFFER NONE OF THE SHARES ACQUIRED BY THE PURCHASER SHALL BE DEEMED "EXCESS STOCK" (AS DEFINED IN THE OFFER TO PURCHASE), (3) FULL VOTING RIGHTS FOR ALL SHARES TO BE ACQUIRED BY THE PURCHASER IN THE OFFER HAVING BEEN APPROVED BY THE SHAREHOLDERS OF TAUBMAN CENTERS, INC. PURSUANT TO THE MICHIGAN CONTROL SHARE ACT (AS DEFINED IN THE OFFER TO PURCHASE), OR THE PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT THE PROVISIONS OF SUCH STATUTE ARE INVALID OR OTHERWISE INAPPLICABLE TO THE SHARES TO BE ACQUIRED BY THE PURCHASER PURSUANT TO THE OFFER, AND (4) THE PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT, AFTER CONSUMMATION OF THE OFFER, THE MICHIGAN BUSINESS COMBINATION ACT (AS DEFINED IN THE OFFER TO PURCHASE) WILL NOT PROHIBIT FOR ANY PERIOD OF TIME, OR IMPOSE ANY SHAREHOLDER APPROVAL REQUIREMENT WITH RESPECT TO, THE PROPOSED SECOND STEP MERGER OR ANY OTHER BUSINESS COMBINATION INVOLVING TAUBMAN CENTERS, INC. AND THE PURCHASER (OR ANY OTHER AFFILIATE OF SIMON PROPERTY GROUP, INC. OR WESTFIELD AMERICA, INC.). SEE THE INTRODUCTION AND SECTION 9 OF THIS SUPPLEMENT AND THE INTRODUCTION AND SECTIONS 1 AND 14 OF THE OFFER TO PURCHASE FOR MORE INFORMATION. (COVER CONTINUED ON NEXT PAGE) ------------------------ THE DEALER MANAGER FOR THE OFFER IS: MERRILL LYNCH & CO. January 15, 2003 (COVER CONTINUED FROM PREVIOUS PAGE) ------------------------ SIMON PROPERTY GROUP, INC., WESTFIELD AMERICA, INC. AND THE PURCHASER ARE SEEKING TO NEGOTIATE WITH TAUBMAN CENTERS, INC. WITH RESPECT TO THE COMBINATION OF TAUBMAN CENTERS, INC. WITH THE PURCHASER. SIMON PROPERTY GROUP, INC. AND WESTFIELD AMERICA, INC. ARE WILLING TO ALLOW HOLDERS OF LIMITED PARTNERSHIP INTERESTS IN THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP, INCLUDING THE TAUBMAN FAMILY, TO RETAIN THEIR ECONOMIC INTEREST IN THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP, OR AT SUCH HOLDERS' OPTION, TO PARTICIPATE IN A POTENTIAL TRANSACTION ON MUTUALLY ACCEPTABLE TERMS TO BE AGREED TO BY THE PARTIES WHEREBY SUCH HOLDERS COULD RECEIVE EITHER THE OFFER PRICE (AS DEFINED HEREIN) OR AN EQUIVALENT VALUE FOR SUCH HOLDERS' LIMITED PARTNERSHIP INTERESTS BY EXCHANGING SUCH INTERESTS ON A TAX EFFICIENT BASIS FOR SIMON PROPERTY GROUP, L.P. LIMITED PARTNERSHIP INTERESTS AND/OR SECURITIES OF CERTAIN AFFILIATES OF WESTFIELD AMERICA, INC. ALTHOUGH THEY ARE OPEN TO DISCUSSING VARIOUS POTENTIAL TRANSACTIONS WITH THE HOLDERS OF SUCH LIMITED PARTNERSHIP UNITS, NONE OF SIMON PROPERTY GROUP, INC., WESTFIELD AMERICA, INC. NOR THE PURCHASER HAS MADE OR IS MAKING AN OFFER TO EXCHANGE SUCH SECURITIES FOR ANY SECURITIES AT THIS TIME. ANY SUCH OFFER WOULD ONLY BE MADE IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS. HOLDERS OF LIMITED PARTNERSHIP INTERESTS IN THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP AND THE COMPANY'S SERIES A AND SERIES B PREFERRED STOCK ARE NOT ELIGIBLE TO RECEIVE THE OFFER PRICE OR OTHER CONSIDERATION IN CONNECTION WITH THE OFFER. THE PURCHASER RESERVES THE RIGHT TO AMEND THE OFFER (INCLUDING AMENDING THE NUMBER OF SHARES TO BE PURCHASED AND THE OFFER PRICE) UPON ENTERING INTO A MERGER AGREEMENT WITH TAUBMAN CENTERS, INC., OR TO NEGOTIATE A MERGER AGREEMENT WITH TAUBMAN CENTERS, INC. NOT INVOLVING A TENDER OFFER PURSUANT TO WHICH THE PURCHASER WOULD TERMINATE THE OFFER AND THE SHARES WOULD, UPON CONSUMMATION OF SUCH MERGER, BE CONVERTED INTO CASH AND/OR SECURITIES OF SIMON PROPERTY GROUP, INC., OR ITS AFFILIATES OR CERTAIN AFFILIATES OF WESTFIELD AMERICA, INC. IN SUCH AMOUNTS AS ARE NEGOTIATED BY SIMON PROPERTY GROUP, INC., WESTFIELD AMERICA, INC. AND TAUBMAN CENTERS, INC. ------------------------ IMPORTANT SHAREHOLDERS WHO HAVE ALREADY TENDERED SHARES PURSUANT TO THE OFFER AND WHO HAVE NOT WITHDRAWN SUCH SHARES NEED NOT TAKE ANY FURTHER ACTION TO RECEIVE THE INCREASED OFFER PRICE OF $20.00 PER SHARE IF SHARES ARE ACCEPTED AND PAID FOR BY THE PURCHASER PURSUANT TO THE OFFER, EXCEPT AS REQUIRED BY THE GUARANTEED DELIVERY PROCEDURE IF SUCH PROCEDURE WAS UTILIZED. If you wish to tender all or any part of your Shares prior to the expiration of the Offer, you should either (1) complete and sign the original (BLUE) Letter of Transmittal or the revised (GRAY) Letter of Transmittal (or a facsimile thereof) in accordance with the instructions therein, have your signature thereon guaranteed if required by Instruction 1 thereto, mail or deliver the original (BLUE) Letter of Transmittal or the revised (GRAY) Letter of Transmittal (or a facsimile thereof) and any other required documents to the Depositary for the Offer and either deliver the certificates for such Shares to the Depositary for the Offer along with the original (BLUE) Letter of Transmittal or the revised (GRAY) Letter of Transmittal (or a facsimile thereof), deliver such Shares pursuant to the procedures for book-entry transfers set forth in Section 3 of the Offer to Purchase or, if applicable, deliver such Shares pursuant to the procedures for Shares held in the Taubman Centers, Inc. Direct Registration System set forth in Section 2 of this Supplement, or (2) request your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. If you have Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact such broker, dealer, commercial bank, trust company or other nominee if you desire to tender your Shares. A shareholder who desires to tender Shares and whose certificates representing such Shares are not immediately available or who cannot comply with the procedures for book-entry transfer on a timely basis may tender such Shares by following the procedures for guaranteed delivery set forth in Section 3 of the Offer to Purchase. Any questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth on the back cover of this Supplement. Additional copies of the Offer to Purchase, this Supplement, the Letter of Transmittal, the Notice of Guaranteed Delivery and other related materials may be obtained from the Information Agent. TABLE OF CONTENTS
PAGE ---- INTRODUCTION....................................................... 1 THE OFFER.......................................................... 7 1. AMENDED TERMS OF THE OFFER; EXPIRATION DATE................. 7 2. PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES..... 7 3. PRICE RANGE OF THE SHARES................................... 8 4. CERTAIN INFORMATION CONCERNING THE COMPANY.................. 8 5. CERTAIN INFORMATION CONCERNING THE PURCHASER, SPG INC. AND WEA......................................................... 8 6. BACKGROUND OF THE OFFER; CONTACTS WITH THE COMPANY SINCE DECEMBER 5, 2002............................................ 10 7. PURPOSE OF THE OFFER; PLANS FOR THE COMPANY; STATE ANTI-TAKEOVER LAWS.......................................... 11 8. SOURCE AND AMOUNT OF FUNDS.................................. 13 9. CERTAIN CONDITIONS TO THE OFFER............................. 14 10. CERTAIN LEGAL MATTERS; REQUIRED APPROVALS................... 15 11. CERTAIN FEES AND EXPENSES................................... 15 12. MISCELLANEOUS............................................... 16
SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF SIMON PROPERTY I-1 GROUP, INC..................................... DIRECTORS AND EXECUTIVE OFFICERS OF SIMON PROPERTY I-7 ACQUISITIONS, INC.............................. DIRECTORS AND EXECUTIVE OFFICERS OF WESTFIELD I-7 AMERICA, INC.................................... DIRECTORS AND EXECUTIVE OFFICERS OF WESTFIELD I-9 AMERICA MANAGEMENT LIMITED..................... DIRECTORS AND EXECUTIVE OFFICERS OF WESTFIELD I-13 HOLDINGS LIMITED...............................
i To: All Holders of Shares of Common Stock of Taubman Centers, Inc. INTRODUCTION The information in this supplemental offer to purchase (this "Supplement") amends and supplements the Offer to Purchase dated December 5, 2002 (as amended and supplemented, the "Offer to Purchase") of Simon Property Acquisitions, Inc., a Delaware corporation (including any successor thereto, the "Purchaser"). The Purchaser is a wholly owned subsidiary of Simon Property Group, Inc., a Delaware corporation ("SPG Inc."). SPG Inc. is the general partner and the owner of a majority of the equity interests of Simon Property Group, L.P., a Delaware limited partnership ("SPG L.P."). Pursuant to this Supplement, the Purchaser has increased the price of its offer to purchase all the outstanding shares of common stock, par value $.01 per share (the "Common Stock" or the "Shares"), of Taubman Centers, Inc., a Michigan corporation (the "Company"), to $20.00 per Share, net to the seller in cash, without interest thereon (the "Offer Price"), upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related revised Letter of Transmittal (which, together with any amendments or supplements thereto, constitute the "Offer"). The Purchaser is also extending the Expiration Date of the Offer to February 14, 2003. SPG Inc., Westfield America, Inc. ("WEA"), and the Purchaser have entered into an agreement, dated January 15, 2003 (the "Offer Agreement"), which provides, among other things, that (i) all decisions with respect to the Offer shall be made jointly by SPG Inc. and WEA and (ii) if the Offer is consummated, WEA (or its designated assignee) will acquire 50% of the Purchaser (or its designee) at a purchase price equal to 50% of the aggregate Offer Price paid by the Purchaser in the Offer, and SPG Inc. and WEA will jointly control the Shares purchased in the Offer. The purpose of the Offer is for SPG Inc. and WEA to acquire control of, and ultimately all the Common Stock of, the Company. If the Offer is consummated, SPG Inc. and WEA currently intend, as soon as practicable following the consummation of the Offer, to propose and seek to have the Company consummate a merger or similar business combination (the "Proposed Merger") with the Purchaser (or its designated assignee) pursuant to which each then outstanding Share (other than Shares held by the Purchaser, SPG Inc., WEA or their respective subsidiaries) would be converted into the right to receive an amount in cash per Share equal to the highest price per Share paid by the Purchaser pursuant to the Offer, without interest. The Offer is not being made for shares of Series A Cumulative Redeemable Preferred Stock, $.01 par value, of the Company (the "Series A Preferred Stock") or Series B Non-Participating Convertible Preferred Stock, $.001 par value, of the Company (the "Series B Preferred Stock"). Each outstanding share of Series A Preferred Stock and Series B Preferred Stock would remain outstanding following consummation of the Proposed Merger. To facilitate the Offer, SPG Inc. and the Purchaser filed a preliminary proxy statement on Schedule 14A with the Securities and Exchange Commission (the "Commission") on December 16, 2002 (the "Agent Designation Proxy Statement"), relating to the solicitation of agent designations from the Company's shareholders to provide for the calling of a special meeting of the Company's shareholders to (1) amend the Company's Restated Articles of Incorporation (as amended, the "Charter") to provide that the purchase by the Purchaser of all the Shares tendered pursuant to the Offer would not trigger the Company's Excess Share Provision (as defined below) and (2) urge the Board of Directors of the Company (the "Company Board") to pass a resolution approving the Offer in order to satisfy the Business Combination Condition if the Company Board opts into or the Company otherwise becomes subject to Chapter 7A (the "Michigan Business Combination Act") of the Michigan Business Corporation Act (the "MBCA"). The grant of an agent designation with respect to the Agent Designation Proxy Statement is not a condition to the tender of Shares into the Offer and is not being sought by means of the Offer to Purchase or this Supplement. Any solicitation of agent 1 designations or proxies is being made only pursuant to the Agent Designation Proxy Statement in accordance with applicable securities laws. Except as otherwise expressly set forth in this Supplement or the revised Letter of Transmittal, all the terms and conditions previously set forth in the Offer to Purchase remain applicable in all respects to the Offer, and this Supplement and the revised Letter of Transmittal should be read in conjunction with the Offer to Purchase. Unless the context requires otherwise, capitalized terms not defined herein have the meanings ascribed to them in the Offer to Purchase. BY TENDERING SHARES INTO THE OFFER, THE COMPANY'S SHAREHOLDERS WILL EFFECTIVELY EXPRESS TO THE COMPANY BOARD AND THE TAUBMAN FAMILY THAT THEY WISH TO BE ABLE TO ACCEPT THE OFFER OR A SIMILAR TRANSACTION WITH SPG INC., WEA AND THEIR RESPECTIVE AFFILIATES. THIS DIRECTIVE TO THE COMPANY BOARD SHOULD ENCOURAGE ALL MEMBERS OF THE COMPANY BOARD, ACTING AS FIDUCIARIES FOR THE COMMON SHAREHOLDERS, TO NEGOTIATE WITH SPG INC., WEA AND THE PURCHASER AND/OR TO REMOVE ALL IMPEDIMENTS TO THE CONSUMMATION OF THE OFFER. THE TENDER OF SHARES INTO THE OFFER DOES NOT CONSTITUTE THE GRANT OF A PROXY, CONSENT, AGENT DESIGNATION OR AUTHORIZATION FOR OR WITH RESPECT TO ANY SPECIAL MEETING OF THE COMPANY'S SHAREHOLDERS. THE OFFER DOES NOT CONSTITUTE A SOLICITATION OF PROXIES OR AGENT DESIGNATIONS FOR ANY MEETING OF THE COMPANY'S SHAREHOLDERS. ANY SUCH SOLICITATION WHICH THE PURCHASER, SPG INC., WEA OR ANY OF THEIR RESPECTIVE SUBSIDIARIES MIGHT SEEK WILL BE MADE ONLY PURSUANT TO SEPARATE PROXY SOLICITATION MATERIALS COMPLYING WITH THE REQUIREMENTS OF SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. PROCEDURES FOR TENDERING ARE SET FORTH IN SECTION 3 OF THE OFFER TO PURCHASE AND SECTION 2 OF THIS SUPPLEMENT. TENDERING SHAREHOLDERS MAY USE EITHER THE ORIGINAL (BLUE) LETTER OF TRANSMITTAL AND THE ORIGINAL (YELLOW) NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DISTRIBUTED WITH THE OFFER TO PURCHASE OR THE REVISED (GRAY) LETTER OF TRANSMITTAL AND THE REVISED (BEIGE) NOTICE OF GUARANTEED DELIVERY DISTRIBUTED WITH THIS SUPPLEMENT. SHAREHOLDERS WHO HAVE ALREADY TENDERED SHARES PURSUANT TO THE OFFER USING THE PREVIOUSLY DISTRIBUTED (BLUE) LETTER OF TRANSMITTAL OR (YELLOW) NOTICE OF GUARANTEED DELIVERY AND WHO HAVE NOT WITHDRAWN SUCH SHARES NEED NOT TAKE ANY FURTHER ACTION IN ORDER TO RECEIVE THE INCREASED OFFER PRICE OF $20.00 PER SHARE IF SHARES ARE ACCEPTED FOR PAYMENT AND PAID FOR BY THE PURCHASER PURSUANT TO THE OFFER, EXCEPT AS MAY BE REQUIRED BY THE GUARANTEED DELIVERY PROCEDURE IF SUCH PROCEDURE WAS UTILIZED. SPG INC., WEA AND THE PURCHASER ARE SEEKING TO NEGOTIATE WITH THE COMPANY WITH RESPECT TO THE COMBINATION OF THE COMPANY WITH THE PURCHASER. SPG INC. AND WEA ARE WILLING TO ALLOW HOLDERS OF LIMITED PARTNERSHIP INTERESTS IN THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP, INCLUDING THE TAUBMAN FAMILY, TO RETAIN THEIR ECONOMIC INTEREST IN THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP OR, AT SUCH HOLDERS' OPTION, TO PARTICIPATE IN A POTENTIAL TRANSACTION ON MUTUALLY ACCEPTABLE TERMS TO BE AGREED TO BY THE PARTIES WHEREBY SUCH HOLDERS COULD RECEIVE 2 EITHER THE OFFER PRICE (AS DEFINED HEREIN) OR AN EQUIVALENT VALUE FOR SUCH HOLDERS' LIMITED PARTNERSHIP INTERESTS BY EXCHANGING SUCH INTERESTS ON A TAX EFFICIENT BASIS FOR SPG L.P. LIMITED PARTNERSHIP INTERESTS AND/OR SECURITIES OF CERTAIN AFFILIATES OF WEA. ALTHOUGH THEY ARE OPEN TO DISCUSSING VARIOUS POTENTIAL TRANSACTIONS WITH HOLDERS OF SUCH LIMITED PARTNERSHIP UNITS, NONE OF SPG INC., WEA NOR THE PURCHASER HAS MADE OR IS MAKING AN OFFER TO EXCHANGE SUCH SECURITIES FOR ANY SECURITIES AT THIS TIME. ANY SUCH OFFER WOULD ONLY BE MADE IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS. HOLDERS OF LIMITED PARTNERSHIP INTERESTS IN THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP AND THE COMPANY'S SERIES A AND SERIES B PREFERRED STOCK ARE NOT ELIGIBLE TO RECEIVE THE OFFER PRICE OR OTHER CONSIDERATION IN CONNECTION WITH THE OFFER. THE PURCHASER RESERVES THE RIGHT TO AMEND THE OFFER (INCLUDING AMENDING THE NUMBER OF SHARES TO BE PURCHASED AND THE OFFER PRICE) UPON ENTERING INTO A MERGER AGREEMENT WITH THE COMPANY OR TO NEGOTIATE A MERGER AGREEMENT WITH THE COMPANY NOT INVOLVING A TENDER OFFER PURSUANT TO WHICH THE PURCHASER WOULD TERMINATE THE OFFER AND THE SHARES WOULD, UPON CONSUMMATION OF SUCH MERGER, BE CONVERTED INTO CASH AND/OR SECURITIES OF SPG INC., ITS AFFILIATES OR CERTAIN AFFILIATES OF WEA IN SUCH AMOUNTS AS ARE NEGOTIATED BY SPG INC., WEA AND THE COMPANY. CERTAIN CONDITIONS TO THE OFFER The Offer is subject to the fulfillment of certain conditions, including the following: (1) the Minimum Tender Condition, (2) the Excess Share Condition, (3) the Control Share Condition and (4) the Business Combination Condition, each of which is described in the Offer to Purchase. See Section 9 of this Supplement and the Introduction and Sections 1 and 14 of the Offer to Purchase for more information. MINIMUM TENDER CONDITION. Consummation of the Offer is conditioned upon there being validly tendered and not withdrawn prior to the expiration of the Offer such number of Shares that represents, together with Shares owned by the Purchaser, SPG Inc., WEA or any of their respective subsidiaries, at least two-thirds ( 2/3) of the total voting power of the Company. According to the Taubman Family Schedule 13D, the Taubman family purportedly holds or controls a 33.6% voting stake in the Company that may affect the satisfaction of the Minimum Tender Condition. SPG Inc., WEA and the Purchaser believe that the Company Board (or a committee of its directors independent of the holders of Series B Preferred Stock), acting as fiduciaries for the common shareholders, could and should take all necessary actions to afford the holders of Shares the ability to satisfy the Minimum Tender Condition, and SPG Inc., WEA and the Purchaser hereby request that they take such action. SPG Inc. and the Purchaser also have commenced litigation challenging the legality of the voting rights of the Series B Preferred Stock and the New 3% Shares held or controlled by the Taubman family and the ability of the Taubman family to vote these shares in order to increase the likelihood that the holders of Shares will be able to satisfy the Minimum Tender Condition. According to the Company's public filings, as of December 16, 2002 there were issued and outstanding (i) 52,207,756 shares of Common Stock, (ii) 31,767,066 shares of Series B Preferred Stock, which shares are convertible into shares of Common Stock at a rate of one share of Common Stock for each 14,000 shares of Series B Preferred Stock, in specified circumstances (any resulting fractional shares will be redeemed for cash), (iii) 7,097,979 partnership units of Taubman L.P. which have rights of conversion into 7,097,979 shares of Common Stock of the Company, and (iv) options to purchase 2,878,273 partnership units of Taubman L.P. Each outstanding option is currently exercisable, and, 3 pursuant to the Charter, each unit holder who is issued a partnership unit of Taubman L.P. (whether upon exercise of an option or otherwise) shall also receive a share of Series B Preferred Stock for a purchase price of $.001 per share. Based on the information set forth in the Taubman Family Schedule 13D and the preliminary proxy statement filed by the Company on December 20, 2002, Mr. Robert S. Taubman and the Taubman family have the right to vote 26,784,060 shares of Series B Preferred Stock and 1,385,997 shares of Common Stock (excluding the 245,016 and 545,535 presently vested options granted to Mr. Robert S. Taubman and Mr. William S. Taubman, respectively). According to the Taubman Family Schedule 13D, if voting rights with respect to such shares are legal and valid, such shares represent approximately 33.6% of the Company's outstanding voting securities. The Minimum Number of Shares required to be validly tendered and not properly withdrawn is approximately 40,654,869 Shares, based on the foregoing, excluding the 11,000 Shares currently owned by SPG Inc. and the Purchaser and assuming (i) the voting rights with respect to the Taubman family's Series B Preferred Stock and the New 3% Shares are held to be invalid, as sought by the Purchaser in the Complaint, (ii) no shares of Common Stock have been issued in connection with any conversion of Series B Preferred Stock held or controlled by the Taubman family, (iii) conversion into 356 shares of Common Stock of all 4,983,006 shares of Series B Preferred Stock not held or controlled by the Taubman family, (iv) conversion into 7,097,979 shares of Common Stock of all 7,097,979 partnership units of Taubman L.P. which have rights of conversion, (v) options to purchase 2,878,273 partnership units of Taubman L.P. are exercised and subsequently converted into Common Stock, and (vi) that since December 16, 2002 there have been no issuances of additional shares of Common Stock, Series B Preferred Stock or partnership units of Taubman L.P. (other than as described in clauses (iii), (iv) and (v) above), or of additional securities or rights convertible into or exercisable for Common Stock, Series B Preferred Stock or partnership units of Taubman L.P. Based on the foregoing and the assumptions set forth in clauses (ii)-(vi) above, but assuming instead that the Taubman family's Series B Preferred Stock and the New 3% Shares maintain their voting rights, the Minimum Number of Shares required to be validly tendered and not properly withdrawn would be greater than the number of Shares currently outstanding under the existing capital structure of the Company. Unless the shares of voting stock of the Company held or controlled by the Taubman family are voted in favor of removing the impediments to the consummation of the Offer, satisfaction of the Minimum Tender Condition requires that either (i) the veto power that the Taubman family purports to wield over the Offer is invalidated or (ii) the Company Board otherwise acts to remove impediments to the consummation of the Offer. EXCESS SHARE CONDITION. Consummation of the Offer is conditioned upon the Purchaser being satisfied, in its sole discretion, that the provisions of Article III, Section 2, Subsection (d) of the Charter (the "Excess Share Provision") have been amended or waived in such manner that will permit the Purchaser to purchase all of the Shares tendered pursuant to the Offer without triggering the Excess Share Provision. Unless the shares of voting stock of the Company held or controlled by the Taubman family are voted in favor of removing the impediments to the consummation of the Offer, satisfaction of the Excess Share Condition requires that either (i) the veto power that the Taubman family purports to wield over the Offer is invalidated or (ii) the Company Board otherwise acts to remove the impediments to the consummation of the Offer. CONTROL SHARE CONDITION. Consummation of the Offer is conditioned upon full voting rights for all Shares to be acquired by the Purchaser pursuant to the Offer having been approved by the Company's shareholders under the Michigan Control Share Act or the Purchaser being satisfied, in its sole discretion, that the Michigan Control Share Act is invalid or otherwise inapplicable to the Shares to be acquired by the Purchaser in the Offer. 4 On December 5, 2002, SPG Inc. and the Purchaser filed a preliminary proxy statement (the "Control Share Proxy Statement") with the Commission for a potential meeting of the Company's shareholders. The purpose of the meeting would be to allow the Company's shareholders to approve voting rights under the Michigan Control Share Act for Shares acquired by the Purchaser pursuant to the Offer. On December 11, 2002, the Company filed a Schedule 14D-9 with the Commission (as amended, the "Company Schedule 14D-9") announcing that the Company Board had made certain amendments to the Company's By-Laws on December 10, 2002 (the "December 10 By-Law Amendments"). The December 10 By-Law Amendments provide, among other things, that the Michigan Control Share Act does not apply to the Company. Accordingly, SPG Inc. and the Purchaser believe that, as of the current date, the Control Share Condition has been satisfied. Notwithstanding the foregoing, SPG Inc. and the Purchaser believe there is a possibility that the Company could, through a further amendment to its By-Laws, opt into the Michigan Control Share Act. If the Company, through a further amendment to its By-Laws or otherwise, again becomes subject to the requirements of the Michigan Control Share Act, the Control Share Condition will need to be satisfied again, and continue to be satisfied, before the Offer can be consummated. SPG Inc. and the Purchaser currently do not plan on requesting the meeting of the Company's shareholders as contemplated by the Control Share Proxy Statement unless the Company again becomes subject to the Michigan Control Share Act. BUSINESS COMBINATION CONDITION. Consummation of the Offer is conditioned upon the Purchaser being satisfied, in its sole discretion, that the Michigan Business Combination Act will not prohibit for any period of time, or impose any shareholder approval with respect to, the Proposed Merger or any other "Business Combination" (as defined in the Michigan Business Combination Act) involving the Company and the Purchaser or any other affiliate of SPG Inc. In the Company Schedule 14D-9, the Company disclosed, among other things, that the requirements of the Michigan Business Combination Act do not currently apply to it. As a result, SPG Inc. and the Purchaser believe that, as of the current date, the Business Combination Condition is satisfied. Nonetheless, in the Company Schedule 14D-9 the Company indicated its belief that the Company may at any time opt into the Michigan Business Combination Act through further action by the Company Board. It is possible that if the Company, through an action of the Company Board or otherwise, becomes subject to the requirements of the Michigan Business Combination Act, the Business Combination Condition will need to be satisfied again, and continue to be satisfied, before the Offer can be consummated. As discussed in the Offer to Purchase, SPG Inc. and the Purchaser believe that the issuance of the Series B Preferred Stock by the Company Board to the Taubman family for nominal consideration was illegal because the Series B Preferred Stock was issued in violation of the Company Board's fiduciary duties and without adequate disclosure or shareholder approval as required under Michigan law. SPG Inc. and the Purchaser have commenced litigation seeking to invalidate any voting rights with respect to certain shares of the Company's stock, including the Series B Preferred Stock, held or controlled by the Taubman family. In connection with the litigation, on December 26, 2002, SPG Inc. and the Purchaser filed a Memorandum of Law in Opposition to Defendants' Motion to Dismiss Count One of the Complaint in the United States District Court for the Eastern District of Michigan, in response to the Motion to Dismiss SPG Inc.'s and the Purchaser's First Claim for Relief for failure to state a claim under the Michigan Control Share Act, filed on December 16, 2002 by the Company, the Company Board and certain members of the Taubman family. On December 27, 2002, SPG Inc. and the Purchaser filed an amended complaint (the "Amended Complaint") in the United States District Court for the Eastern District of Michigan against the Company, the Company Board and certain members of the Taubman family which, among other things, added a claim that the amendment to the Company's By-Laws adopted by the Company Board on December 20, 2002 (the "December 20 By-Law Amendments"), purporting to eliminate the right of the holders of 25% of the outstanding 5 voting shares of the Company to call a special meeting and set the date thereof, should be declared null, void and of no further force and effect. The Amended Complaint alleges that the December 20 By-Law Amendments have the purpose and effect of interfering with the shareholder franchise and constitutes an inequitable manipulation of the corporate machinery and a breach of the Company Board's fiduciary duties. The litigation is currently pending and the Court has not yet made a determination as to any of the claims of SPG Inc. and the Purchaser. On January 15, 2003, SPG Inc. and WEA announced that SPG Inc., WEA and the Purchaser had entered into the Offer Agreement and that WEA had joined in the Offer under and on the terms of the Offer Agreement. On that same day, SPG Inc. issued a press release announcing that the Offer Price was increased to $20.00, that the Expiration Date of the Offer was extended to February 14, 2003, and that unless two-thirds ( 2/3) of the outstanding Common Stock, or 34,805,171 Shares (based on the number of Shares outstanding as of December 16, 2002), were tendered and not withdrawn prior to midnight on February 14, 2003, SPG Inc. and WEA will withdraw the Offer and terminate their efforts to acquire the Company. Notwithstanding any success by SPG Inc. and WEA in obtaining tenders of two-thirds ( 2/3) of the Shares, the conditions to the Offer have not changed and the Offer is still subject to satisfaction or waiver of the Minimum Tender Condition (which, as described above, requires tenders of Shares representing at least two-thirds ( 2/3) of the total voting power of the Company) and the other conditions set forth in the Offer to Purchase. CERTAIN OTHER CONDITIONS TO THE CONSUMMATION OF THE OFFER ARE DESCRIBED IN THE INTRODUCTION, SECTION 14 OF THE OFFER TO PURCHASE AND SECTION 9 OF THE SUPPLEMENT. THE PURCHASER RESERVES THE RIGHT (SUBJECT TO THE APPLICABLE RULES AND REGULATIONS OF THE COMMISSION) TO AMEND OR WAIVE ANY ONE OR MORE OF THE TERMS AND CONDITIONS OF THE OFFER AT ANY TIME OR FROM TIME TO TIME PRIOR TO THE EXPIRATION DATE. SEE SECTION 9 OF THIS SUPPLEMENT AND THE INTRODUCTION AND SECTIONS 1, 11 AND 14 OF THE OFFER TO PURCHASE FOR MORE INFORMATION. THE OFFER TO PURCHASE, THE ORIGINAL LETTER OF TRANSMITTAL, THIS SUPPLEMENT AND THE REVISED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. 6 THE OFFER 1. AMENDED TERMS OF THE OFFER; EXPIRATION DATE. The discussion set forth in Section 1 of the Offer to Purchase is hereby amended and supplemented as follows: The price per Share to be paid pursuant to the Offer has been increased from $18.00 per Share to $20.00 per Share, net to the seller in cash, without interest thereon (the "Offer Price"). All shareholders whose Shares are validly tendered and not withdrawn and accepted for payment pursuant to the Offer (including Shares tendered prior to the date of this Supplement) will receive the increased price. The term "Expiration Date" means 12:00 midnight, New York City time, on February 14, 2003, unless and until the Purchaser, in its sole discretion, extends the period of time for which the Offer is open, in which event the term "Expiration Date" means the time and date at which the Offer, as so extended by the Purchaser, will expire. This Supplement, the revised (GRAY) Letter of Transmittal and all other relevant materials will be mailed to record holders of Shares and will be furnished to brokers, dealers, banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the Company's shareholder lists, or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Shares. 2. PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES. The discussion set forth in Section 3 of the Offer to Purchase is hereby amended and supplemented as follows: SHARES HELD IN THE TAUBMAN CENTERS, INC. DIRECT REGISTRATION SYSTEM. If a shareholder wants to tender Shares in its account under the Taubman Centers, Inc. Direct Registration System ("DRS"), such shareholder must: (1) complete the box in the revised Letter of Transmittal entitled "Tender of Shares Held in the Taubman Centers, Inc. Direct Registration System" by choosing the option to tender all of the Shares in its DRS account or the option to tender a specific number of the Shares in its DRS account (if such shareholder checks more than one box, does not check a box, or if such shareholder checks the second box but does not indicate a number of Shares, it will be assumed that all Shares held in such shareholder's account under the DRS are being tendered); (2) indicate the number of Shares being tendered from such shareholder's DRS account in the box in the revised Letter of Transmittal entitled "Description of Shares Being Tendered." If a shareholder tenders its Shares held in a DRS account, all such Shares credited to such shareholder's DRS account, including fractional shares, will be tendered, unless otherwise specified in the box in the revised Letter of Transmittal entitled "Tender of Shares Held in the Taubman Centers, Inc. Direct Registration System." 7 3. PRICE RANGE OF THE SHARES. The discussion set forth in Section 6 of the Offer to Purchase is hereby amended and supplemented as follows: The following table sets forth, for the periods indicated, the reported high and low closing prices for the Shares on the NYSE as reported by the PR Newswire:
COMMON STOCK ------------------- HIGH LOW -------- -------- 2002: Fourth Quarter............................................ $ 16.99 $ 12.58 2003: First Quarter (through January 14, 2003).................. $ 16.29 $ 15.94
On October 15, 2002, the last trading day prior to SPG Inc.'s private communication to the Company expressing its interest in pursuing a business combination, the closing price of a share of Common Stock on the NYSE was $13.32 per share. On January 14, 2003, the last trading day prior to the announcement of the increase in the Offer Price and the execution of the Offer Agreement among SPG Inc., WEA and the Purchaser, the closing price of a share of Common Stock on the NYSE was $15.94 per share. SHAREHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE SHARES. 4. CERTAIN INFORMATION CONCERNING THE COMPANY. The discussion set forth in the first paragraph of Section 8 of the Offer to Purchase is hereby amended and supplemented as follows: The information concerning the Company contained in this Offer to Purchase has been taken from or based upon publicly available documents and records on file with the Commission and other public sources and is qualified in its entirety by reference thereto. None of the Purchaser, SPG Inc., WEA, their respective affiliates, the Dealer Manager, the Information Agent or the Depositary has received any representations from the Company regarding any information contained in such documents or records or the completeness or accuracy of any such information, and none of the Purchaser, SPG Inc., WEA, their respective affiliates, the Dealer Manager, the Information Agent or the Depositary generally has access to a means of obtaining independently verified information, or themselves verifying any such information, concerning the Company. None of the Purchaser, SPG Inc., WEA, their respective affiliates, the Dealer Manager, the Information Agent or the Depositary take responsibility for the accuracy or completeness of the information contained in such documents and records, or for any failure by the Company to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to the Purchaser, SPG Inc., WEA, their respective affiliates, the Dealer Manager, the Information Agent or the Depositary, except to the extent required by law. 5. CERTAIN INFORMATION CONCERNING THE PURCHASER, SPG INC. AND WEA. The discussion set forth in Section 9 of the Offer to Purchase is hereby amended and supplemented as follows: WEA is a real estate investment trust specializing in enclosed shopping centers. WEA has interests in 63 major shopping centers in the United States branded as "Westfield Shoppingtowns." WEA's portfolio of Westfield Shoppingtowns includes clusters of shopping centers in major markets in the East Coast, Midwest and West Coast. WEA has shopping centers in 14 states, comprising 64.0 million square feet of retail space. WEA's principal executive offices are located at 11601 Wilshire Boulevard, 12th Floor, Los Angeles, California 90025, and its telephone number is (310) 478-4456. 8 WEA is controlled by Westfield America Trust, an Australian publicly traded unit trust. Westfield America Trust is listed on the Australian Stock Exchange and is currently the second largest property trust listed on the Australian Stock Exchange. Westfield America Trust's sole investment is a 74.7% economic interest in WEA. Westfield America Trust's principal executive offices are located at Level 24, Westfield Towers, 100 William Street, Sydney NSW 2011, Australia. Westfield America Management Limited ("WAML") is the responsible entity and trustee of Westfield America Trust. WAML's principal executive offices are located at Level 24, Westfield Towers, 100 William Street, Sydney NSW 2011, Australia. WAML is a wholly owned subsidiary of Westfield Holdings Limited, an Australian company listed on the Australian Stock Exchange. Westfield Holding Limited's principal executive offices are located at Level 24, Westfield Towers, 100 William Street, Sydney NSW 2011, Australia. Solely for U.S. securities laws purposes, Westfield Holdings Limited may be deemed to be a controlling person of WAML. References to "controlling" and "controlling person" are made herein solely with respect to U.S. securities laws and are not intended to refer or apply in any respect to Australian legal matters. Interests associated with the Lowy family own 28.13% of the outstanding shares of Westfield Holdings Limited. In addition, Frank P. Lowy is the Chairman of the Westfield Holdings Limited Board and David H. Lowy, Steven M. Lowy and Peter S. Lowy are directors of Westfield Holdings Limited. Because the consideration offered consists solely of cash, the Offer is not subject to any financing condition and the Offer is for all of the outstanding Shares, the Purchaser believes that the financial condition of the Purchaser, SPG Inc., WEA and their respective affiliates is not material to a decision by a holder of Shares whether to sell, tender or hold Shares pursuant to the Offer. The name, business address and telephone number, citizenship, present principal occupation and employment history of each of the directors and executive officers of SPG Inc., WEA and the Purchaser are set forth in Schedule I of this Offer to Purchase. Except as set forth elsewhere in this Offer to Purchase (including Schedule I hereto), (i) none of the Purchaser, SPG Inc. or WEA or, to the knowledge of the Purchaser, SPG Inc. or WEA, any of the persons listed in Schedule I hereto or any associate or majority owned subsidiary of SPG Inc. or WEA or of any of the persons so listed, beneficially owns or has a right to acquire any Shares or any other equity securities of the Company and (ii) none of the Purchaser, SPG Inc. or WEA or, to the knowledge of the Purchaser, SPG Inc. or WEA, any of the persons or entities referred to in clause (i) above or any of their executive officers, directors or subsidiaries, has effected any transaction in the Shares or any other equity securities of the Company during the past 60 days. Except as set forth in this Offer to Purchase, (i) none of the Purchaser, SPG Inc. or WEA or, to the knowledge of the Purchaser, SPG Inc. or WEA, any of the persons listed on Schedule I hereto, has any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Company and (ii) during the two years prior to the date of this Offer to Purchase, there have been no transactions that would require reporting under the rules and regulations of the Commission between Purchaser, SPG Inc. or WEA or any of SPG Inc.'s or WEA's respective subsidiaries or, to the knowledge of Purchaser, SPG Inc. or WEA, any of the persons listed in Schedule I hereto, on the one hand, and the Company or any of its executive officers, directors and/or affiliates, on the other hand. Except as set forth in this Offer to Purchase, during the two years prior to the date of this Offer to Purchase, there have been no contracts, negotiations or transactions between Purchaser, SPG Inc. or WEA or any of SPG Inc.'s or WEA's respective subsidiaries or, to the knowledge of Purchaser, SPG Inc. or WEA, any of the persons listed in Schedule I hereto, on the one hand, and the Company or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, a tender offer or 9 other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets. None of the Purchaser, SPG Inc., WEA or the persons listed in Schedule I has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the Purchaser, SPG Inc., WEA or the persons listed in Schedule I has, during the past five years, been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. 6. BACKGROUND OF THE OFFER; CONTACTS WITH THE COMPANY SINCE DECEMBER 5, 2002. The discussion set forth in Section 10 of the Offer to Purchase is hereby amended and supplemented as follows: On December 5, 2002, the Purchaser commenced the Offer and filed the Control Share Proxy Statement with the Commission calling for a potential shareholder meeting under the Michigan Control Share Act to allow the Company's shareholders to approve voting rights for the Shares that the Purchaser is seeking to purchase in the Offer. On December 11, 2002, the Company filed the Company Schedule 14D-9 with the Commission announcing that the Company Board recommended that the Company's shareholders reject the Offer and not tender their Shares pursuant to the Offer. The Company Schedule 14D-9 also announced the December 10 By-Law Amendments. SPG Inc. and the Purchaser believe that the Company adopted the December 10 By-Law Amendments opting out of the Michigan Control Share Act to avoid a shareholder referendum on the Offer. On December 16, 2002, SPG Inc. and the Purchaser filed the Agent Designation Proxy Statement with the Commission relating to the solicitation of agent designations from the Company's shareholders to provide for the calling of a special meeting of the Company's shareholders. On December 16, 2002, SPG Inc. and the Purchaser filed Amendment No. 1 to the Schedule TO announcing that certain conditions to the Offer, based on information disclosed by the Company in the Company Schedule 14D-9, had been satisfied as of that date. On December 20, 2002, the Company filed a preliminary solicitation statement with the Commission and announced that the Company had made additional amendments to the By-Laws relating to the timing and procedures to call a special meeting of the Company's shareholders. SPG Inc. and the Purchaser believe that the Company adopted the December 20 By-Law Amendments in order to impede SPG Inc.'s and the Purchaser's ability to call a special meeting of the Company's shareholders. On December 30, 2002, SPG Inc. and the Purchaser filed an amended complaint in the United States District Court for the Eastern District of Michigan against the Company, the Company Board and certain members of the Taubman family, which, among other things, challenges the validity of the December 20 By-Law Amendments. In 2002, SPG Inc., WEA and The Rouse Company acquired certain mall assets from Rodamco North America, N.V. As a result of that transaction, SPG Inc. and WEA own certain assets in partnership and have developed a business relationship. In January 2003, SPG Inc. and WEA held discussions concerning the terms on which WEA might participate in the Offer. These discussions culminated in the execution on January 15, 2003 by SPG Inc., WEA and the Purchaser of the Offer Agreement, pursuant to which the parties agreed, among other things, that if the Offer is successful, 10 WEA would participate in the Offer by acquiring 50% of the Purchaser for a purchase price equal to 50% of the aggregate Offer Price paid by the Purchaser in the Offer. On January 15, 2003, SPG Inc. and WEA announced that SPG Inc., WEA and the Purchaser had entered into the Offer Agreement and that WEA had joined in the Offer under and on the terms of the Offer Agreement. On that same day, SPG Inc. issued a press release announcing that the Offer Price was increased to $20.00, that the Expiration Date of the Offer was extended to February 14, 2003, and that unless two-thirds ( 2/3) of the outstanding Common Stock, or 34,805,171 Shares (based on the number of Shares outstanding as of December 16, 2002), were tendered and not withdrawn prior to midnight on February 14, 2003, SPG Inc. and WEA will withdraw the Offer and terminate their efforts to acquire the Company. Notwithstanding any success by SPG Inc. and WEA in obtaining tenders of two-thirds ( 2/3) of the Shares, the conditions to the Offer have not changed and the Offer is still subject to satisfaction or waiver of the Minimum Tender Condition (which, as described above, requires tenders of Shares representing at least two-thirds ( 2/3) of the total voting power of the Company) and the other conditions set forth in the Offer to Purchase. The discussion set forth under the caption "TRANSACTIONS WITH THE COMPANY" in Section 10 of the Offer to Purchase is hereby amended and supplemented as follows: Certain affiliates of SPG Inc., WEA and the Company, along with certain other entities, were members in MerchantWired, LLC, a limited liability company formed for the purpose of providing high speed broad band networks to retailers for retail stores throughout the United States. As of September 2002, the members of MerchantWired elected to discontinue operations. 7. PURPOSE OF THE OFFER; PLANS FOR THE COMPANY; STATE ANTI-TAKEOVER LAWS. The discussion set forth under the caption "GENERAL" in Section 11 of the Offer to Purchase is hereby amended and supplemented as follows: The purpose of the Offer is for SPG Inc. and WEA to acquire control of, and ultimately all the Common Stock of, the Company. If the Offer is consummated, SPG Inc. and WEA currently intend, as soon as practicable following the consummation of the Offer, to propose and seek to have the Company consummate a merger or similar business combination (the "Proposed Merger") with the Purchaser (or its designated assignee) pursuant to which each then outstanding Share (other than Shares held by the Purchaser, SPG Inc., WEA or their respective subsidiaries) would be converted into the right to receive an amount in cash per Share equal to the highest price per Share paid by the Purchaser pursuant to the Offer, without interest. However, certain provisions of the MBCA, the Charter and the By-Laws may impede the ability of the Purchaser to obtain control of the Company and to consummate the Proposed Merger. Accordingly, the timing and details of the Proposed Merger will depend on a variety of factors and legal requirements, the actions of the Company Board, the number of Shares acquired by the Purchaser pursuant to the Offer and whether the Minimum Tender Condition, the Excess Share Condition, the Control Share Condition, the Business Combination Condition and the other conditions to the Offer set forth in the Introduction and Section 14 of the Offer to Purchase have been satisfied. At the effective time of the Proposed Merger, each Share that is issued and outstanding immediately prior to the effective time of the Proposed Merger (other than Shares owned by the Purchaser, SPG Inc. or WEA or their respective subsidiaries) would be converted into an amount in cash equal to the highest price per Share paid in the Offer. Each outstanding share of Series A Preferred Stock and Series B Preferred Stock would remain outstanding following consummation of the Proposed Merger. The Purchaser, SPG Inc. and WEA currently intend to pursue the Proposed Merger following consummation of the Offer. The Purchaser, however, reserves the right to amend the terms of the 11 Proposed Merger or to pursue an alternative second-step business combination transaction involving the Company in which the Shares not owned by the Purchaser, SPG Inc., WEA or their respective subsidiaries would be converted into securities or consideration, or exchanged for cash. SPG Inc. and WEA intend, following consummation of the Offer, to allocate economic interests in, responsibility for, and management of, the Company's properties (subject to existing contractual rights and limitations) and the Company's interest therein, on a basis to be agreed, and will negotiate mutually agreeable arrangements implementing such allocation. The discussion set forth in the penultimate paragraph of Section 11 of the Offer to Purchase is hereby amended and supplemented as follows: OTHER. The Purchaser reserves the right to purchase, following the consummation or termination of the Offer, additional Shares in the open market, in privately negotiated transactions, in another tender offer or exchange offer or otherwise. In addition, in the event that the Purchaser decides not to pursue the Proposed Merger, the Purchaser will evaluate its other alternatives after the expiration or consummation of the Offer. Such alternatives could include proposing a merger on terms other than those described above, purchasing additional Shares in the open market, in privately negotiated transactions, in another tender offer or exchange offer or otherwise, or taking no further action to acquire additional Shares. Any additional purchases of Shares after the expiration or consummation of the Offer could be at a price greater or less than the price to be paid for Shares in the Offer and could be for cash or other consideration. Alternatively, the Purchaser, SPG Inc., WEA or any of their respective affiliates may sell or otherwise dispose of any or all Shares acquired pursuant to the Offer or otherwise. Each such transaction may be effected on terms and at prices then determined by such entity, which may vary from the terms and price in the Offer. None of SPG, Inc., WEA nor the Purchaser has made or is making an offer to sell, or a solicitation of an offer to buy, any securities of SPG, Inc. or the Purchaser at this time. None of SPG, Inc., WEA nor the Purchaser has made or is making an offer to exchange any of their securities for any securities at this time. Any such offer would only be made in accordance with applicable securities laws. Holders of The Taubman Realty Group Limited Partnership interests and the Company's Series A or Series B Preferred Stock are not eligible to receive the Offer Price or other consideration in connection with the Offer. 12 The discussion set forth in Section 11 of the Offer to Purchase is hereby amended and supplemented as follows: On December 5, 2002, SPG Inc. and the Purchaser filed the Control Share Proxy Statement with the Commission for a potential meeting of the Company's shareholders. The purpose of the meeting would be to allow the Company's shareholders to approve voting rights for Shares acquired by the Purchaser pursuant to the Offer. On December 11, 2002, the Company filed the Company Schedule 14D-9 with the Commission in which it disclosed that it had amended its By-Laws on December 10, 2002 to opt out of Section 7B of the Michigan Business Corporation Act. Notwithstanding the foregoing, SPG Inc. and the Purchaser believe there is a possibility that the Company could, through a further amendment to its By-Laws, opt in to Section 7B of the Michigan Business Corporation Act. SPG Inc. and the Purchaser currently do not plan to request the meeting of the Company's shareholders as contemplated by the Control Share Proxy Statement unless the Company again becomes subject to Section 7B of the Michigan Business Corporation Act. In connection with the Offer, SPG Inc. and the Purchaser filed the Agent Designation Proxy Statement with the Commission on December 16, 2002, relating to the solicitation of agent designations from the Company's shareholders to provide for the calling of a special meeting of the Company's shareholders to (1) amend the Company's Charter to provide that the purchase by the Purchaser of all the Shares tendered pursuant to the Offer would not trigger the Excess Share Provision and (2) urge the Company Board to pass a resolution approving the Offer in order to satisfy the Business Combination Condition if the Company Board opts into or the Company otherwise becomes subject to the Michigan Business Combination Act. The grant of an agent designation with respect to the Agent Designation Proxy Statement is not a condition to the tender of Shares into the Offer. On January 15, 2003, SPG Inc., WEA and the Purchaser entered into the Offer Agreement, pursuant to which SPG Inc. and WEA have agreed, among other things, (i) that all decisions with respect to the Offer shall be made jointly by SPG Inc. and WEA, (ii) that following the consummation of the Offer, WEA (or its designated assignee) will acquire 50% of the Purchaser (or its designee) at a purchase price equal to 50% of the aggregate Offer Price paid by the Purchaser in the Offer and (iii) that SPG Inc. and WEA intend, following consummation of the Offer, to allocate economic interests in, responsibility for, and management of, the Company's properties (subject to existing contractual rights and limitations) and the Company's interest therein, on a basis to be agreed, and will negotiate mutually agreeable arrangements implementing such allocation. 8. SOURCE AND AMOUNT OF FUNDS. The discussion set forth in Section 12 of the Offer to Purchase is hereby amended and supplemented as follows: As a result of the increase in the Offer Price, the Purchaser estimates that the total amount of funds required to acquire the outstanding Shares pursuant to the Offer and to pay related fees and expenses will be approximately $1.268 billion (assuming (i) all Shares not owned by the Purchaser, SPG Inc., WEA or their respective subsidiaries are tendered, (ii) exercise of all options to acquire partnership units of Taubman L.P., and subsequent conversion into Common Stock, (iii) conversion into Common Stock of all other partnership units of Taubman L.P. which have rights of conversion and (iv) no issuances of Common Stock in connection with any conversion of Series B Preferred Stock). SPG L.P. will provide the Purchaser with sufficient funds to purchase all Shares that are tendered and not withdrawn in the Offer. SPG L.P. has possession of, or has or will have available to it, sufficient funds to fund the purchase by the Purchaser of all of these Shares pursuant to the Offer. SPG L.P. intends to obtain the necessary funds from available cash, working capital, available borrowings under the Credit Facility (as defined below) and/or one or more new credit facilities on terms and conditions to be determined. The "Credit Facility" means SPG L.P.'s existing Third Amended and Restated Credit Agreement, dated as of April 16, 2002, among SPG L.P., the Lenders 13 named therein, the Co-Agents named therein, UBS AG, Stamford Branch, as Payment and Disbursement Agent, JPMorgan Securities Inc. as Joint Lead Arranger and Joint Book Manager and Banc of America Securities LLC as Joint Lead Arranger and Joint Book Manager and Commerzbank AG as Documentation Agent and J.P. Morgan Chase Bank as Joint Syndication Agent and Banc of America, N.A. as Joint Syndication Agent and Citicorp Real Estate, Inc. as Joint Syndication Agent, in the aggregate principal amount of $1.25 billion. The Credit Facility (i) bears an interest rate of LIBOR plus 65 basis points and provides for variable pricing based upon SPG L.P.'s credit rating, (ii) expires on April 16, 2005 unless SPG L.P., at its option, renews the facility for an additional 12 months provided no default has occurred, (iii) is unsecured and (iv) contains customary representations and warranties, covenants, mandatory prepayment provisions and events of default. SPG L.P. expects to repay the borrowings under the Credit Facility out of cash from operations and the proceeds from other short- and long-term debt financings and/or equity issuances. The Purchaser currently does not have alternative financing arrangements in the event that it does not obtain financing under its primary financing plans. Pursuant to the Offer Agreement, WEA has agreed, following the consummation of the Offer, to acquire 50% of the Purchaser at a purchase price equal to 50% of the aggregate Offer Price paid by the Purchaser in the Offer. WEA has represented to SPG Inc. that it will have funds sufficient to pay for such equity interests. Westfield America Limited Partnership ("WALP") has obtained from Deutsche Bank AG, Cayman Islands Branch and UBS AG, Stamford Branch, a commitment letter, dated January 15, 2003, providing for a credit facility (the "WALP Credit Facility") in an aggregate amount of up to $550 million. WALP will provide WEA or its designated assignee with sufficient funds to acquire 50% of the Purchaser (or its designee) upon completion of the Offer. WEA will unconditionally guarantee all obligations under the WALP Credit Facility. The WALP Credit Facility has a term of six months and will be subject to two six-month extensions upon satisfaction of customary conditions. The WALP Credit Facility will bear interest at a rate of LIBOR plus 2.50% during the initial six-month term, 3.00% during the first extension period, or 3.50% during the second extension period. The WALP Credit Facility will be secured by a pledge of the equity of the WEA subsidiary acquiring the interest in the Purchaser and will contain customary representations and warranties, covenants, voluntary and mandatory repayment provisions and events of default. WALP expects to repay the borrowings under the WALP Credit Facility out of cash from operations, the proceeds from other short- and long-term debt financings, joint venture equity, asset sales and/or issuances of securities. WEA currently does not have alternative financing arrangements in the event that it does not obtain financing under its primary financing plans. THE OFFER IS NOT CONDITIONED ON ANY OF THE PURCHASER, SPG INC., WEA OR SPG L.P. OBTAINING FINANCING. 9. CERTAIN CONDITIONS TO THE OFFER. The discussion set forth on Section 14 of the Offer to Purchase is hereby amended and supplemented to change all references to "SPG Inc." to "SPG Inc. or WEA" and to make all grammatical changes in connection therewith as the context requires. The discussion set forth in the penultimate paragraph of Section 14 of the Offer to Purchase is hereby amended and supplemented as follows: The foregoing conditions are for the sole benefit of the Purchaser and may be asserted by the Purchaser regardless of the circumstances (including any action or inaction by the Purchaser) giving rise to any such conditions and may be waived by the Purchaser in whole or in part at any time and from time to time prior to the Expiration Date, in each case, in the exercise of the sole discretion of the Purchaser. The failure by the Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. Any determination by the Purchaser concerning any 14 condition described in this Section 14 shall be final and binding on all parties. A public announcement may be made of a material change in, or waiver of, such conditions and the Offer may, in certain circumstances, be extended in connection with any such change or waiver. The discussion set forth in Subsection (3) of Section 14 of the Offer to Purchase is hereby amended and supplemented as follows: (3) the Purchaser shall become aware of any change that has or will have occurred (or any development that has or will have occurred involving prospective changes) in the business, assets, liabilities, condition (financial or otherwise), prospects or results of operations of the Company or any of its subsidiaries that has, or could reasonably be expected to have, in the sole discretion of the Purchaser made on a reasonable basis, a material adverse effect on the Company or, assuming consummation of the Offer or the Proposed Merger, on the Purchaser, SPG Inc. or WEA or any affiliate of SPG Inc. or WEA; or The discussion set forth in Section 14 of the Offer to Purchase is hereby amended and supplemented as follows: On December 11, 2002, the Company increased its regular quarterly dividend to $0.26 per share of Common Stock and declared a quarterly dividend of $0.51875 per share on its Series A Preferred Stock (together, the "December 11 Dividends"). On December 11, 2002, the Company filed the Company Schedule 14D-9 with the Commission announcing that the Company Board had made the December 10 By-Law Amendments. As and to the extent any of the conditions set forth in subsection (5) of this Section 14 were triggered by the December 10 By-Law Amendments or by the declaration or payment of the December 11 Dividends, the Purchaser has waived such conditions with respect to such events. The December 10 By-Law Amendments include an amendment to opt out of the Michigan Control Share Act. As such, the Control Share Condition has been satisfied as of the date hereof. According to the Company Schedule 14D-9, the requirements of the Michigan Business Combination Act do not currently apply to the Company. As such, the Business Combination Condition has been satisfied as of the date hereof. 10. CERTAIN LEGAL MATTERS; REQUIRED APPROVALS. The discussion set forth on Section 15 of the Offer to Purchase is hereby amended and supplemented to change all references to "SPG Inc." to "SPG Inc. or WEA" and to make all grammatical changes in connection therewith as the context requires. 11. CERTAIN FEES AND EXPENSES. The discussion set forth in the first paragraph of Section 16 of the Offer to Purchase is hereby amended and supplemented as follows: Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") is acting as exclusive financial advisor to WEA in connection with the Offer. WEA has agreed to indemnify Merrill Lynch and certain related persons against certain liabilities and expenses, including liabilities under the federal securities laws. At any time, Merrill Lynch and its affiliates may actively trade the debt and equity securities of affiliates of WEA for their own account or for the accounts of customers and, accordingly, may hold a long or short position in those securities. Merrill Lynch and its affiliates render various investment banking and other advisory services to WEA and its affiliates and are expected to continue to render such services, for which they have received and expect to continue to receive customary compensation from WEA and its affiliates. 15 12. MISCELLANEOUS. SPG, Inc., the Purchaser and WEA have filed with the Commission amendments to the Tender Offer Statement on Schedule TO furnishing additional information with respect to the Offer, and may file further amendments thereto. The Schedule TO and any and all amendments thereto, including exhibits, may be examined and copies may be obtained from the principal office of the Commission in the same manner as described in Section 9 of the Offer to Purchase. Except as modified by this Supplement and any amendments to the Schedule TO, the terms and conditions set forth in the Offer to Purchase remain applicable in all respects to the Offer, and this Supplement should be read in conjunction with the Offer to Purchase and the revised (GRAY) Letter of Transmittal. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF SPG INC., WEA OR THE PURCHASER CONCERNING THE OFFER NOT CONTAINED IN THE SCHEDULE TO (AS AMENDED), THE OFFER TO PURCHASE OR IN THE SUPPLEMENT OR IN THE LETTER OF TRANSMITTAL, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. SIMON PROPERTY ACQUISITIONS, INC. January 15, 2003 16 SCHEDULE I The discussion set forth in Schedule I of the Offer to Purchase is hereby amended and supplemented as follows: DIRECTORS AND EXECUTIVE OFFICERS OF SIMON PROPERTY GROUP, INC. The name, current principal occupation or employment and material occupations, positions, offices or employment for the past five years, of each director and executive officer of SPG Inc. are set forth below. Unless otherwise indicated below, the business address of each director and officer is 115 West Washington Street, Indianapolis, Indiana 46204, telephone: 317-636-1600. None of the directors and officers of SPG Inc. listed below has, during the past five years, (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. Except as otherwise indicated below, all directors and officers listed below are citizens of the United States. Fredrick W. Petri owns 100 Shares and children of David Simon own 125 Shares, each representing less than .01% of the total outstanding Shares.
PRESENT PRINCIPAL NAME OCCUPATION MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS ---- ------------------------ -------------------------------------------------- Melvin Simon Co-Chairman of the Board Melvin Simon has been Co-Chairman of the Board of Directors of SPG Inc. (the "SPG Inc. Board") since 1998 and prior to such date was Co-Chairman of the Board and a director of Simon DeBartolo Group, Inc., the predecessor company of SPG Inc. (the "Predecessor Company") from its incorporation in 1993. Melvin Simon is Co-Chairman of the Board of Directors of Melvin Simon & Associates, Inc. ("MSA"), a company Melvin Simon founded in 1960 with his brother, Herbert Simon. Melvin Simon is also a member of SPG Inc.'s Executive and Nominating Committees. Herbert Simon Co-Chairman of the Board Herbert Simon has been Co-Chairman of the SPG Inc. Board since 1998 and prior to such date was a director of the Predecessor Company since its incorporation in 1993. Herbert Simon was Chief Executive Officer of the Predecessor Company from its incorporation in 1993 to 1995, when he was appointed Co-Chairman of the Board. Herbert Simon is also Co-Chairman of the Board of Directors of MSA. Herbert Simon serves as a member of SPG Inc.'s Compensation, Executive and Nominating Committees. Herbert Simon is currently a director of Kohl's Corporation, a specialty retailer. David Simon Chief Executive Officer; David Simon is the Chief Executive Officer of SPG Director Inc. and has been a director since 1998. Prior to such date, David Simon was Chief
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PRESENT PRINCIPAL NAME OCCUPATION MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS ---- ------------------------ -------------------------------------------------- Executive Officer of the Predecessor Company since 1995 and a director of the Predecessor Company from its incorporation in 1993. David Simon also served as President of the Predecessor Company from its incorporation until 1996. David Simon has been Executive Vice President of MSA since 1990. From 1988 to 1990, David Simon worked as a Vice President of Wasserstein Perella & Company, a firm specializing in mergers and acquisitions. David Simon is the son of Melvin Simon and the nephew of Herbert Simon. David Simon also currently serves as a director of First Health Group Corp. David Simon is a member of SPG Inc.'s Executive Committee. Hans C. Mautner Vice Chairman of the Mr. Mautner has been Vice Chairman of the SPG Inc. Board Board since 1998 and prior to such date was Chairman of the Board of Directors and Chief Executive Officer of Corporate Property Investors, Inc. ("CPI") and of Corporate Realty Consultants, Inc. ("CRC") from 1989 to 1998. Mr. Mautner was a director of CPI from 1973 to 1998 and of CRC from 1975 to 1998 and served as Vice President of CPI from 1972 to 1973. Mr. Mautner was appointed Executive Vice President of CPI and CRC in 1973 and elected President of CPI and CRC in 1976. Subsequently Mr. Mautner was elected Chairman and President of CPI and CRC in 1988, and elected Chairman, President and Chief Executive Officer of CPI and CRC in 1989. Prior to joining CPI, Mr. Mautner was a General Partner of Lazard Freres. Mr. Mautner also serves as a board member for various funds in The Dreyfus Family of Funds. Mr. Mautner is a member of SPG Inc.'s Executive Committee. Richard S. Sokolov President and Chief Mr. Sokolov is President and the Chief Operating Operating Officer; Officer of SPG Inc. and has been a director since Director 1998. Prior to such date he was a director of the Predecessor Company from 1996. Mr. Sokolov was President and Chief Executive Officer and a director of DeBartolo Realty Corporation from its incorporation until it merged with the Predecessor Company in 1996. Prior to that Mr. Sokolov had served as Senior Vice President, Development of The Edward J. DeBartolo Corporation since 1986 and as Vice President and General Counsel of The Edward J. DeBartolo Corporation since 1982. Mr. Sokolov is a trustee and a member of the
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PRESENT PRINCIPAL NAME OCCUPATION MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS ---- ------------------------ -------------------------------------------------- Executive Committee of the International Council of Shopping Centers. Mr. Sokolov serves as a member of SPG Inc.'s Executive Committee. Birch Bayh Director Mr. Bayh is currently a director of SPG Inc. Mr. Bayh has been a Partner in the Washington, D.C. law firm of Venable, Baetjer, Howard & Civiletti, LLP since May 1, 2001. Prior to that date, Mr. Bayh was a partner of Oppenheimer Wolff & Donnelly LLP for more than five years. Mr. Bayh served as a United States Senator from Indiana from 1963 to 1981. Mr. Bayh is currently a director of ICN Pharmaceuticals, Inc. Mr. Bayh has been a director of SPG Inc. since 1998 and prior to such date was a director of the Predecessor Company since 1993. Mr. Bayh is a Member of SPG Inc.'s Compensation, Nominating and Governance Committees. Mr. Bayh's current business address is Venable, Baetjer, Howard & Civiletti, LLP, 1201 New York Ave., NW, Suite 1000, Washington, D.C. 20005. Melvyn E. Bergstein Director Mr. Bergstein is currently a director of SPG Inc. Mr. Bergstein has been the Chairman and Chief Executive Officer of DiamondCluster International, Inc. since 2000. Mr. Bergstein co-founded Diamond Technology Partners in 1994 which combined with Cluster Consulting in late 2000 to form DiamondCluster International. Prior to founding Diamond Technology Partners, Mr. Bergstein served in several capacities throughout a 21-year career with Arthur Andersen LLP's consulting division, as partner, managing director of worldwide technology, board member and chairman of the Consulting Oversight Committee. Mr. Bergstein has been a director of SPG Inc. since 2001 and a member of the Compensation and Governance Committees. Mr. Bergstein's current business address is DiamondCluster International, 875 N. Michigan, Suite 3000, Chicago, IL 60611. M. Denise DeBartolo Director Ms. DeBartolo York is currently a director of SPG York Inc. Ms. DeBartolo York is Chairman of The DeBartolo Corporation. She previously served as Chairman of the Board of The Edward J. DeBartolo Corporation and in other
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PRESENT PRINCIPAL NAME OCCUPATION MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS ---- ------------------------ -------------------------------------------------- executive capacities with The Edward J. DeBartolo Corporation for more than five years. Ms. DeBartolo York has been a director of SPG Inc. since 1998 and prior to that was a director of the Predecessor Company from 1996. Ms. DeBartolo York serves as a member of SPG Inc.'s Nominating Committee. Ms. DeBartolo York's current business address is The DeBartolo Corp., 7620 Market Street, Youngstown, OH 44512. G. William Miller Director Mr. Miller is currently a director of SPG Inc. Mr. Miller has been Chairman of the Board and Chief Executive Officer of G. William Miller & Co. Inc., a merchant banking firm, since 1983. Mr. Miller is a former Secretary of the U.S. Treasury and a former Chairman of the Federal Reserve Board. From January 1990 until February 1992, Mr. Miller was Chairman and Chief Executive Officer of Federated Stores, Inc., the parent company of predecessors to Federated Department Stores, Inc. Mr. Miller is currently also a director of Repligen Corporation. He has been a director of SPG Inc. since 1998 and prior to such date served as a director of the Predecessor Company from 1996. Mr. Miller serves as a member of SPG Inc.'s Audit, Nominating and Governance Committees. Mr. Miller's current business address is G. William Miller & Company, 1215 19th Street, NW, Washington, D.C. 20036. Fredrick W. Petri Director Mr. Petri is currently a director of SPG Inc. He is a partner of Petrone, Petri & Company, a real estate investment firm that Mr. Petri founded in 1993. Mr. Petri has also been an officer of Housing Capital Company since its formation in 1994. Prior to that, he was an Executive Vice President of Wells Fargo Bank, where for over 18 years Mr. Petri held various real estate positions. Mr. Petri has previously been a member of the Board of Governors and a Vice President of the National Association of Real Estate Investment Trusts and a director of the National Association of Industrial and Office Park Development. Mr. Petri is also a trustee of the Urban Land Institute and the University of Wisconsin's Real Estate Center. Mr. Petri has been a director of SPG Inc. since 1998 and prior to that was a director of the Predecessor
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PRESENT PRINCIPAL NAME OCCUPATION MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS ---- ------------------------ -------------------------------------------------- Company since 1996. Mr. Petri currently serves as a member of SPG Inc.'s Compensation and Audit Committees. Mr. Petri's current business address is Petrone, Petri & Co., 1825 S. Grant Street, Ste. 630, San Mateo, CA 94402. J. Albert Smith, Jr. Director Mr. Smith is currently a director of SPG Inc. Mr. Smith has been President of Bank One Central Indiana since September 2001. Mr. Smith was the Managing Director of Bank One Corporation from October 1998 to September 2001. Mr. Smith was President of Bank One, Indiana, NA, a commercial bank, from September 1994 until October 1998. From 1974 until September 1994, Mr. Smith was President of Banc One Mortgage Corporation, a mortgage banking firm. Mr. Smith has been a director of SPG Inc. since 1998 and prior to that was a director of the Predecessor Company since 1993. He serves as a member of SPG Inc.'s Audit Committee. Mr. Smith's current business address is Bank One, Indianapolis, 111 Monument Circle, IN1-0175, Indianapolis, IN 46204. Pieter S. van den Berg Director Mr. van den Berg is currently a director of SPG Inc. Mr. van den Berg has been an adviser to the Board of Managing Directors of PGGM, a Dutch pension fund, since 1991. He has been a director of SPG Inc. since 1998. Mr. van den Berg serves as a member of SPG Inc.'s Audit Committee. Mr. van den Berg is a citizen of The Netherlands. Mr. van den Berg's current business address is PGGM Beleggingen/Investments, P.O. Box 4001, NL 3700 KA Zeist. Philip J. Ward Director Mr. Ward is currently a director of SPG Inc. Mr. Ward is the Senior Managing Director, Head of Real Estate Investments, for CIGNA Investments, Inc., a wholly owned subsidiary of CIGNA Corporation. He is a member of the International Council of Shopping Centers, the Urban Land Institute, the National Association of Industrial and Office Parks and the Society of Industrial and Office Realtors. Mr. Ward has been a director of SPG Inc. since 1998 and prior to that was a director of the Predecessor Company since 1996. Mr. Ward serves as a
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PRESENT PRINCIPAL NAME OCCUPATION MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS ---- ------------------------ -------------------------------------------------- member of SPG Inc.'s Compensation Committee. Mr. Ward's current business address is Cigna Investments, Inc., 280 Trumbell St., Suite H17C, Hartford, CT 06103. Stephen E. Sterrett Executive Vice President Mr. Sterrett serves as SPG Inc.'s Executive Vice and Chief Financial President and Chief Financial Officer. He joined Officer MSA in 1989 and also held various positions with MSA until 1993. James M. Barkley General Counsel; Mr. Barkley serves as the General Counsel and Secretary Secretary both for SPG Inc. and for MSA. He joined MSA in 1978 as Assistant General Counsel for Development Activity. Randolph L. Foxworthy Executive Vice Mr. Foxworthy is the Executive Vice President-- President-- Corporate Development of SPG Inc. Mr. Foxworthy Corporate Development joined MSA in 1980 and has been an Executive Vice President in charge of Corporate Development of MSA since 1986. Gary Lewis Executive Vice Mr. Lewis is the Executive Vice President-- President--Leasing Leasing of SPG Inc. Mr. Lewis joined MSA in 1986 and held various positions with MSA and SPG Inc. prior to becoming Executive Vice President in charge of Leasing of SPG Inc. in 2002. Andrew A. Juster Senior Vice President Mr. Juster currently serves as SPG Inc.'s and Treasurer Treasurer. He joined MSA in 1989 and held various financial positions with MSA until 1993 and thereafter has held various positions with SPG, Inc. John Rulli Executive Vice President Mr. Rulli serves as SPG Inc.'s Executive Vice and Chief Administrative President and Chief Administrative Officer. He Officer joined SPG in 1988 and held various positions with SPG before becoming SPG's Executive Vice President in 1993 and Chief Administrative Officer in 2000. J. Scott Mumphrey Executive Vice Mr. Mumphrey serves as SPG Inc.'s Executive Vice President--SPG President and President of the management group Management Group for SPG Inc. He joined MSA in 1974 and also held various positions with MSA before becoming Senior Vice President of property management in 1993. In 2000, he became the president of Simon Business Network.
I-6 DIRECTORS AND EXECUTIVE OFFICERS OF SIMON PROPERTY ACQUISITIONS, INC. The name, current principal occupation or employment and material occupations, positions, offices or employment for the past five years, of each director and executive officer of the Purchaser are set forth below. Unless otherwise indicated below, the business address of each director and officer is 115 West Washington Street, Indianapolis, Indiana 46204, telephone: 317-636-1600. None of the directors and officers of the Purchaser listed below has, during the past five years, (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. All directors and officers listed below are citizens of the United States.
PRESENT PRINCIPAL NAME OCCUPATION MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS ---- ------------------------ -------------------------------------------------- Stephen E. Sterrett President and Director Mr. Sterrett serves as SPG Inc.'s Executive Vice President and Chief Financial Officer. He joined MSA in 1989 and held various positions with MSA until 1993. Mr. Sterrett is the President of the Purchaser and also serves as a director of the Purchaser, positions he has held since the Purchaser's incorporation in November 2002. James M. Barkley Secretary, Treasurer and Mr. Barkley serves as SPG Inc.'s General Counsel Director and Secretary. Mr. Barkley holds the same position for MSA. He joined MSA in 1978 as Assistant General Counsel for Development Activity. Mr. Barkley is the treasurer and secretary of the Purchaser and also serves as a director of the Purchaser, positions he has held since the Purchaser's incorporation in November 2002.
DIRECTORS AND EXECUTIVE OFFICERS OF WESTFIELD AMERICA, INC. The name, current principal occupation or employment and material occupations, positions, offices or employment for the past five years, of each director and executive officer of WEA are set forth below. Unless otherwise indicated below, the business address of each director and officer is 11601 Wilshire Boulevard, 12th Floor, Los Angeles, California 90025. None of the directors and officers of WEA listed below has, during the past five years, (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. Except as otherwise noted, all directors and officers listed below are citizens of the United States. Randall Smith is the beneficial owner of 800 Shares, including 300 Shares owned by Mr. Smith directly and 500 Shares owned by a trust over which Mr. Smith exercises voting authority, each representing less than .01% of the total outstanding Shares.
PRESENT PRINCIPAL NAME OCCUPATION MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS ---- ------------------------ -------------------------------------------------- Peter S. Lowy Director; President and Peter S. Lowy was appointed a director of WEA in Chief Executive Officer 1994. Mr. Lowy was an Executive Vice President of WEA from 1994 until March 1997,
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PRESENT PRINCIPAL NAME OCCUPATION MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS ---- ------------------------ -------------------------------------------------- was Co-President from May 1997 to July 2000 and is currently President and Chief Executive Officer of WEA. Mr. Lowy was appointed a director of WAML upon its incorporation in 1996. Mr. Lowy is a Managing Director of Westfield Holdings Limited and has been responsible for Westfield Holdings Limited's United States operations since 1990. Mr. Lowy is a citizen of Australia. Richard E. Green Director; Vice Chairman Richard E. Green was appointed a director of WEA of Operations in July 2000. Mr. Green served as Co-President of WEA from May 1997 to July 2000 and is currently Vice Chairman of Operations of WEA. From 1993 to the present, Mr. Green served as President of Westfield Corporation, Inc., a subsidiary of Westfield Holdings Limited. From 1980 to 1988, he held the position of President of Westfield Holdings Limited's United States operations. From 1968 to 1980 he was an Executive Vice President of WEA, which was then owned by the May Company. Mark A. Stefanek Director; Chief Mark A. Stefanek was appointed Senior Vice Financial Officer and President and Chief Financial Officer of WEA in Treasurer 1995 and became Chief Financial Officer and Treasurer in 1997. He was appointed a director of WEA in 2001. He is a certified public accountant and spent the first seven years of his career at Arthur Andersen. From 1985 to 1991 he was Chief Financial Officer of Western Development Corporation and for the three previous years he was with Cadillac Fairview Urban Development, Inc. From 1991 to 1994 he served as Vice President, Finance and Administration for Disney Develoment Company. Peter R. Schwartz Senior Executive Vice Peter R. Schwartz was appointed Senior Executive President Vice President of WEA in 2002. Mr. Schwartz was a Partner of Debevoise & Plimpton from 1994 until joining WEA in 2002. Prior to becoming a Partner, Mr. Schwartz was an associate at Debevoise & Plimpton from 1984 until 1994. Dimitri Vazelakis Executive Vice President Dimitri Vazelakis became Executive Vice President of WEA in 1997. Mr. Vazelakis joined Westfield Holdings Limited in 1972, came to Westfield Holdings Limited's United States operations in 1986 and in 1989 he began heading activities in development, design and
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PRESENT PRINCIPAL NAME OCCUPATION MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS ---- ------------------------ -------------------------------------------------- construction. Between 1979 and 1986, he worked with Westfield Holdings Limited in Australia, attaining the position of Deputy General Manager of Design and Construction. John Schroder Executive Vice President John Schroder was appointed Executive Vice President of WEA in 2000. Mr. Schroder joined Westfield Holdings Limited in 1994 as State Manager Queensland. Between 1994 and 2000 he worked with Westfield Holdings Limited in Australia attaining the positions of Director Management, Marketing and Food Leasing and Director of Leasing. Mr. Schroder is a citizen of Australia. Randall Smith Executive Vice President Randall Smith has served as an Executive Vice President of WEA since 1997. With over 20 years of experience in the field, Mr. Smith was Vice President at WEA for nine years, before joining Westfield Holdings Limited in 1994. Roger D. Burghdorf Executive Vice President Roger D. Burghdorf was appointed an Executive Vice President of WEA in 1997. From 1989 to 1997, Mr. Burghdorf was Executive Vice President and Director of Leasing at WEA.
DIRECTORS AND EXECUTIVE OFFICERS OF WESTFIELD AMERICA MANAGEMENT LIMITED The name, current principal occupation or employment and material occupations, positions, offices or employment for the past five years, of each director and executive officer of WAML are set forth below. Unless otherwise indicated below, the business address of each director and officer is c/o Westfield America Management Limited, Level 24, Westfield Towers, 100 William Street, Sydney NSW 2011, Australia. None of the directors and officers of WAML listed below has, during the past five years, (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. Except as otherwise noted, all directors and officers listed below are citizens of Australia.
PRESENT PRINCIPAL NAME OCCUPATION MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS ---- ------------------------ -------------------------------------------------- Frank P. Lowy, AC Chairman of the Board Frank P. Lowy is Chairman of WAML. Mr. Lowy was appointed to this position upon the incorporation of WAML in 1996. Mr. Lowy is also Chairman of the Board of Directors and co-founder of Westfield Holdings Limited. Mr. Lowy is a member of the Board of the Reserve Bank of Australia and was appointed to that position in 1995. Mr. Lowy was a director of WEA from February 1994 to October 2001.
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PRESENT PRINCIPAL NAME OCCUPATION MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS ---- ------------------------ -------------------------------------------------- Jillian Broadbent, BA Non-Executive Director Jillian Broadbent is a non-executive director of a number of Australian companies. Ms. Broadbent was appointed a non-executive director of WAML and Westfield Management Limited in May 2002. Ms. Broadbent is a member of the Board of the Reserve Bank of Australia and was appointed to that position in May 1998. She is also a director of the Special Broadcasting Services (SBS) (Multilingual Subscriber Television Limited), Coca-Cola Amatil Ltd, Woodside Petroleum Ltd, Woodside Energy Ltd and Mid-Eastern Oil Ltd. Ms. Broadbent was a senior executive of Bankers Trust Australia Limited from 1976 to 1998. She was a director of Versign Australia Limited from August 2000 to September 2002. Ms. Broadbent's current business address is Level 16, 167 Macquarie Street, Sydney NSW 2000, Australia. Roy L. Furman Non-Executive Director Roy L. Furman was appointed a non-executive director of WAML in May 2002. Mr. Furman is Vice Chairman of Jefferies & Company, an international investment banking and securities firm, and Chairman of Jefferies Capital Partners, a group of private equity funds. Mr. Furman has held these positions since May 2001. He was co-founder of Furman Selz (1973), an international investment banking, institutional brokerage and money-management firm, which was acquired by ING in 1998. Mr. Furman then became Vice Chairman of ING Furman Selz until May 2001, interrupted by a nine month position as Chairman of Livent, a theatrical production company. Mr. Furman was also a director of WEA from July 1996 to October 2001. Mr. Furman is a citizen of the United States. His current business address is Jefferies & Company Inc., 520 Madison Avenue, 8th Floor, New York, NY 10022, USA. Herman Huizinga Non-Executive Director Herman Huizinga was appointed a non-executive director of WAML in May 2002. Mr. Huizinga was a director of WEA from May 1997 to October 2001. Mr. Huizinga also serves on the board of Industrial Tunnel Method (Rotterdam) and the board of the Eye Hospital in Rotterdam.
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PRESENT PRINCIPAL NAME OCCUPATION MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS ---- ------------------------ -------------------------------------------------- Mr. Huizinga is a citizen of The Netherlands. His current business address is Hoevensbaan 218, 2950 Kapellan, Belgium. Stephen P. Johns Executive Director, Stephen P. Johns was appointed an executive Capital Markets of the director of WAML upon its incorporation in 1996. Westfield Group; Mr. Johns is the Executive Director, Capital Director Markets of the Westfield Group. Mr. Johns joined the Westfield Group in 1970 and became Finance Director in 1985 and Group Finance Director in 1997. Mr. Johns was appointed Executive Director, Capital Markets of the Westfield Group in 2002. Mr. Johns has been an executive director of Westfield Holdings Limited since 1985. Peter S. Lowy Managing Director of the Peter S. Lowy was appointed an executive director Westfield Group; of WAML upon its incorporation in 1996. Mr. Lowy Director is a Managing Director of the Westfield Group and has been responsible for the Westfield Group's United States operations since 1990. Mr. Lowy is responsible for all fundraising, capital markets and new business development activities for the Group globally. Mr. Lowy was appointed a director of WEA in 1994. Mr. Lowy was an Executive Vice President of WEA from 1994 until March 1997, was Co-President from May 1997 to July 2000 and is currently President and Chief Executive Officer of WEA. Mr. Lowy was appointed an executive director of Westfield Holdings Limited in 1987 and a Managing Director in 1997. Mr. Lowy's current business address is 11601 Wilshire Boulevard, 12th Floor, Los Angeles, California 90025, USA. Steven M. Lowy Managing Director of the Steven M. Lowy was appointed an executive director Westfield Group; of WAML upon its incorporation in 1996. Mr. Lowy Director is a Managing Director of the Westfield Group with responsibility for all operating areas of the Group's business globally, including development, design and construction, leasing, centre management and marketing. Mr. Lowy joined Westfield Holdings Limited in 1987 and he was appointed an executive director in 1989 and a Managing Director in 1997. He was also a director of WEA from July 2000 to October 2001. Robert Mansfield, AO Non-Executive Director Robert Mansfield was appointed a non-executive director of WAML in May 2002. Mr. Mansfield is the non-executive chairman of Telstra Corporation Limited (appointed January 2000),
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PRESENT PRINCIPAL NAME OCCUPATION MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS ---- ------------------------ -------------------------------------------------- chairman of CDS Technologies Pty Limited (appointed 1996), director of Datacraft Asia Ltd (appointed April 1997), director of Data Holdings plc (appointed July 2000) and national chairman of the Starlight Children's Foundation of Australia (appointed 1999). Mr. Mansfield is chairman and director of McDonald's Australia Limited. Mr. Mansfield held the position of CEO of McDonald's Australia from September 1989 to July 2002. Mr. Mansfield was formerly CEO of Wormald International Ltd (1989-1991), Optus Communications (1992-1995) and John Fairfax Limited (1995-1996). He also has filled a number of roles for the Australian Federal Government. Mr. Mansfield's current business address is Telstra Corporation, Level 16, 167 Macquarie Street, Sydney NSW 2000, Australia. Francis T. Vincent, Non-Executive Director Francis T. Vincent was appointed a non-executive Jr. director of WAML in May 2002. He served as the eighth Commissioner of Major League Baseball in the United States from September 1989 to September 1992. Prior to 1989, Mr. Vincent was Executive Vice President of the Coca-Cola Company from 1983 to 1988 and served as Chief Executive Officer for Columbia Pictures Industries, Inc. from 1978 to 1983. He was Associate Director of the Division of Corporation Finance at the United States Securities and Exchange Commission in 1978. Mr. Vincent was also a director of WEA from May 1997 to October 2001. He was a director of Time Warner, Inc. from 1993 to 2001 and has been a director of AOL Time Warner, Inc. since 2001. Mr. Vincent is a citizen of the United States. His current business address is Vincent Enterprises, 2nd Floor, 290 Harbor Drive, Stamford, CT 06902, USA. Marlon Teperson Chief Financial Officer Marlon Teperson joined the Westfield Group in of the Westfield Group 1988. He is the Group Chief Financial Officer responsible for financial matters within the Group. Prior to this appointment in April 2002, Mr. Teperson held the positions of Chief Financial Officer for the Group's operations in the United States (1992 - 1994), Senior Finance Executive for Management and Leasing (1994 - 1995), General Manager Finance (1995 - 1996), Director--Finance & Accounting (Australia and
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PRESENT PRINCIPAL NAME OCCUPATION MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS ---- ------------------------ -------------------------------------------------- New Zealand) (1997 - 1998) and Deputy Chief Financial Officer (1999 - 2002). Victor P. Hoog Antink Director--Funds Victor P. Hoog Antink is the Director--Funds Management Management responsible for the operations of Westfield Trust, Westfield America Trust and Carindale Property Trust, including direct contact with current and potential institutional investors in the Trusts. Prior to this appointment, Mr. Hoog Antink was General Manager of Westfield America Trust responsible for the initial structuring and establishment of Westfield America Trust in 1996 and subsequently the day to day management of Westfield America Trust. Between January and October 1999 Mr. Hoog Antink was the Chief Executive Officer of the St Lukes Group Limited in New Zealand.
I-13 DIRECTORS AND EXECUTIVE OFFICERS OF WESTFIELD HOLDINGS LIMITED The name, current principal occupation or employment and material occupations, positions, offices or employment for the past five years, of each director and executive officer of Westfield Holdings Limited are set forth below. Unless otherwise indicated below, the business address of each director and officer is c/o Westfield America Management Limited, Level 24, Westfield Towers, 100 William Street, Sydney NSW 2011, Australia. None of the directors and officers of Westfield Holdings Limited listed below has, during the past five years, (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. All directors and officers listed below are citizens of Australia.
NAME PRESENT PRINCIPAL OCCUPATION MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS ---- ---------------------------- -------------------------------------------------- Frank P. Lowy, AC Chairman of the Board Frank P. Lowy is Chairman of the Board of Directors and co-founder of Westfield Holdings Limited. Mr. Lowy is also Chairman of WAML. Frank P. Lowy was appointed to this position upon the incorporation of WAML in 1996. Mr. Lowy is a member of the Board of the Reserve Bank of Australia and was appointed to that position in 1995. Mr. Lowy was a director of WEA from February 1994 to October 2001. Frederick G. Hilmer, Non-Executive Deputy Frederick G. Hilmer was appointed a non- executive AO Chairman director of Westfield Holdings Limited in 1991 and was appointed non-executive Deputy Chairman in 1997. Mr. Hilmer is the Chief Executive Officer and Director of John Fairfax Holdings Limited and was appointed to this position in 1998. Between 1989 and 1997, Mr. Hilmer was Dean and Professor of Management at the Australian Graduate School of Management in the University of New South Wales. He has served as deputy chairman and a director of a number of major companies, including Coca-Cola Amatil Limited (March 1998 to February 1999), the Fosters Group Limited (November 1990 to April 1999), The Pacific Power Corporation of New South Wales (August 1995 to October 1998), Port Jackson Partners Limited (May 1991 to October 1998), Macquarie Bank (June 1989 to July 1995) and TNT Limited (February 1994 to December 1996). Prior to 1989 he spent 19 years with McKinsey & Company. Mr. Hilmer was a director of WAML from 1996 to May 2002. He was also a director of WEA from 1996 to June 2000.
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NAME PRESENT PRINCIPAL OCCUPATION MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS ---- ---------------------------- -------------------------------------------------- Mr. Hilmer's current business address is John Fairfax Holdings Limited, Level 19, 201 Sussex Street, Sydney NSW 2000, Australia. David H. Lowy Non-Executive Deputy David H. Lowy joined Westfield Holdings Limited in Chairman of the Board 1977 and worked for Westfield Holdings Limited in the United States from 1977 to 1981. Mr. Lowy was appointed as an executive director of Westfield Holdings Limited in 1982 and served as a Managing Director of Westfield Holdings Limited from 1987 to June 2000 when he was appointed as a non-executive Deputy Chairman. Mr. Lowy is a member of the Presidents Council of the Children's Hospital at Westmead, Sydney and is Founder and President of Temora Aviation Museum. Mr. Lowy is the Chief Executive of LFG Holdings Pty Limited. Mr. Lowy was a director of WAML from 1996 to May 2002 and WEA from 1996 to June 2000. Mr. Lowy's current business address is Level 23, Westfield Towers, 100 William Street, Sydney NSW 2011, Australia. Robert A. Ferguson Non-Executive Director Robert A. Ferguson was appointed a non-executive director of Westfield Holdings Limited in 1994. Mr. Ferguson is a director and chairman of Nextgen Network Pty Limited and was appointed to that position in February 2000. He was a director and chairman of Vodafone Pacific Limited from February 2000 to October 2002. Mr. Ferguson is a director of the Sydney Institute (appointed October 1993), the Australian Davos Connection, Inc (appointed January 1999) and The Sydney Writer's Festival Limited (appointed July 2000). Mr Ferguson was a director of BT Financial Group Limited and served as Chairman from 1999 to 2001. Mr. Ferguson was a director of Bankers Trust Australia Limited from November 1985 to October 2002, holding the position of Managing Director from 1986 to 1999. He was a director of the St. James' Ethic Centre from June 1992 to 2002. Mr. Ferguson was also a director of WAML from 1996 to May 2002. Mr. Ferguson's current business address is Whitley, Oldbury Road Moss Vale, New South Wales 2577 Australia. David M. Gonski Non-Executive Director David M. Gonski was appointed a non-executive director of Westfield Holdings Limited in 1985. Mr. Gonski was a director of WAML from 1996
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NAME PRESENT PRINCIPAL OCCUPATION MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS ---- ---------------------------- -------------------------------------------------- to May 2002. Mr. Gonski is the chairman of Investec Wentworth Pty Limited (appointed 1989). He is chairman of Coca-Cola Amatil Limited (appointed director in October 1997, deputy chairman in February 1998 and chairman in April 2001). He is also a director of John Fairfax Holdings Limited (appointed March 1993), Australian & New Zealand Banking Group Limited (appointed February 2002) and ING Australia Limited (appointed April 2002 having previously been in that position from February 1986 to July 1999). Mr. Gonski is the President of the Art Gallery of New South Wales' Trust and Chairman of the National Institute of Dramatic Art and the Australia Council for the Arts. Mr. Gonski was a director and chairman of Morgan Stanley Dean Witter Australia Limited (August 1999 to February 2002). He also held the position of director of Mercantile Mutual Holdings Limited (November 1987 to July 1999) and ING Bank (Australia) Limited (November 1987 to July 1999). He was a director of Hoyts Cinemas Limited (September 1994 to June 1999) and Angus & Coote (Holdings) Ltd (September 1993 to March 1999). Mr. Gonski's current business address is Investec Wentworth Pty Limited, Level 16, The Investec Building, 167 Macquarie Street, Sydney NSW 2000, Australia. Stephen P. Johns Executive Director, Capital Stephen P. Johns has been an executive director of Markets of the Westfield Westfield Holdings Limited since 1985. Mr. Johns Group was appointed an executive director of WAML upon its incorporation in 1996. Mr. Johns is the Executive Director, Capital Markets of the Westfield Group. He joined the Westfield Group in 1970 and became Finance Director in 1985 and Group Finance Director in 1997. Mr. Johns was appointed to his current position in 2002. Peter S. Lowy Managing Director of the Peter S. Lowy was appointed an executive director Westfield Group of Westfield Holdings Limited in 1987 and a Managing Director in 1997. Mr. Lowy is a Managing Director of the Westfield Group and has been responsible for the Westfield Group's United States operations since 1990. Mr. Lowy is responsible for all fundraising, capital markets and new business development activities for the Group globally. Mr.Lowy was appointed a director of WEA in 1994. He was an Executive
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NAME PRESENT PRINCIPAL OCCUPATION MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS ---- ---------------------------- -------------------------------------------------- Vice President of WEA from 1994 until March 1997, was Co-President from May 1997 to July 2000 and is currently President and Chief Executive Officer of WEA. Mr. Lowy was appointed an executive director of WAML upon its incorporation in 1996. Mr. Lowy's current business address is 11601 Wilshire Boulevard, 12th Floor, Los Angeles, California 90025, USA. Steven M. Lowy Managing Director Steven M. Lowy joined Westfield Holdings Limited in 1987 and he was appointed an executive director in 1989 and a Managing Director in 1997. Mr. Lowy was appointed an executive director of WAML upon its incorporation in 1996. Mr. Lowy is a Managing Director of the Westfield Group with responsibility for all operating areas of the Group's business globally, including development, design and construction, leasing, centre management and marketing. He was also a director of WEA from July 2000 to October 2001. Dean R. Wills, AO Non-Executive Director Dean R. Wills was appointed a non-executive director of Westfield Holdings Limited in 1994. Mr. Wills was a director of WAML from February 1996 to May 2002. Mr. Wills is the Chairman of Transfield Services Limited (appointed March 2001) and the Coca-Cola Australia Foundation Limited (appointed May 2002). He served as the Chairman of the Coca-Cola Amatil Group from May 1984 to April 1999, and as a Director of Coca-Cola Amatil from August 1975 to April 1999. Mr. Wills has been a director of John Fairfax Holdings Limited since October 1994 and was appointed Chairman in November 2002. Mr. Wills was the Deputy Chairman of the Australian Grand Prix Corporation from 1994 to April 2002. He was also the Chairman of AXA Asia Pacific Limited from April 1997 to April 30, 2000. His current business address is c/o: Coca-Cola Amatil Level 5, 71 Macquarie Street Sydney NSW Australia. Carla Zampatti, AM Non-Executive Director Carla Zampatti was appointed a non-executive director of Westfield Holdings Limited in 1997. Ms. Zampatti is the Executive Chairman of the Carla Zampatti Group and has held that position since 1965. Ms. Zampatti was appointed as
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NAME PRESENT PRINCIPAL OCCUPATION MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS ---- ---------------------------- -------------------------------------------------- Chairman of Special Broadcasting Service (SBS) (Multilingual Subscriber Television Limited) in March 2000. Ms. Zampatti is also a director of McDonalds Australia Limited (appointed June 1996), the Australian Graduate School of Management, University of New South Wales (appointed February 1999) and a Trustee of the Sydney Theatre Company Foundation Trust. Ms. Zampatti was a director of British America Tobacco Australasia Limited from August 1998 to July 2001. She was a director of Westfield America Management Limited from 1997 to May 2002. She was a director of WAML from 1997 to May 2002. Her current business address is Carla Zampatti Pty Ltd, 437 Kent Street, Sydney NSW 2000, Australia. Richard E. Green Vice Chairman Richard E. Green was appointed Vice Chairman of Operations--United States Operations--United States in 2000. From 1993 to the present, Mr. Green served as President of Westfield Corporation, Inc., a subsidiary of Westfield Holdings Limited. From 1980 to 1988, he held the position of President of Westfield Holdings Limited's U.S. operations. Mr. Green served as Co-President of WEA from May 1997 to July 2000 and is currently Vice Chairman of Operations of WEA. Richard E. Green was appointed a director of WEA in July 2000. From 1968 to 1980 he was an Executive Vice President of WEA, which was then owned by the May Company. Mr. Green is a citizen of the United States. Mr. Green's current business address is 11601 Wilshire Boulevard, 12th Floor, Los Angeles, California 90025. Marlon Teperson Chief Financial Officer of Marlon Teperson joined the Westfield Group in the Westfield Group 1988. He is the Group Chief Financial Officer responsible for financial matters within the Group. Prior to this appointment in April 2002, Mr. Teperson held the positions of Chief Financial Officer for the Group's operations in the United States (1992 - 1994), Senior Finance Executive for Management and Leasing (1994 - 1995), General Manager Finance (1995 - 1996), Director--Finance & Accounting (Australia and New Zealand) (1997 - 1998) and Deputy Chief Financial Officer (1999 - 2002).
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NAME PRESENT PRINCIPAL OCCUPATION MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS ---- ---------------------------- -------------------------------------------------- Peter Allen Director--Europe Peter Allen joined the Westfield Group in 1996. He is Director--Europe, responsible for the Group's operations in the United Kingdom. Prior to locating to the United Kingdom in 1998, Peter was Director for Business Development. Peter Allen has 15 years' experience in shopping center development and finance in Australia, Asia, the United States and Europe. His current business address is 30 Old Burlington Street, London, England WIS 3AR. Simon Julian Tuxen Group General Counsel Simon Tuxen joined the Westfield Group in July 2002. He holds the position of Group General Counsel, Company Secretary and Group Compliance Officer. Mr. Tuxen is a solicitor of the Supreme Court of Victoria. Prior to joining the Westfield Group, Mr. Tuxen was General Counsel BIL International Limited (March 2001 - June 2002) and Group Legal Manager Jardine Matheson Limited Hong Kong (1993 - 2001). Prior to this, he was a Partner at Mallesons Stephen Jaques, solicitors. Peter R. Schwartz General Counsel--United Peter R. Schwartz joined the Westfield Group in States October 2002. Mr. Schwartz is also Senior Executive Vice President of WEA. Mr. Schwartz was a Partner of Debevoise & Plimpton from 1997 until joining the Westfield Group in 2002. Prior to becoming a Partner, Mr. Schwartz was an associate at Debevoise & Plimpton from 1984 until 1997. Mr. Schwartz is a United States citizen. His current business address is 11601 Wilshire Boulevard, 12th Floor, Los Angeles, California 90025.
I-19 Facsimile copies of the Letter of Transmittal, properly completed and duly executed, will be accepted. The Letter of Transmittal, certificates for Shares and any other required documents should be sent or delivered by each shareholder of the Company or his broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below: The Depositary for the Offer is: COMPUTERSHARE TRUST COMPANY OF NEW YORK BY MAIL: BY FACSIMILE TRANSMISSION: BY HAND/OVERNIGHT DELIVERY: Attn: Computershare Trust Company (For Eligible Institutions Attn: Computershare Trust Company of New York Only) of New York Wall Street Station (212) 701-7636 Wall Street Plaza P.O. Box 1010 CONFIRM FACSIMILE BY TELEPHONE: 88 Pine Street, 19th Floor New York, New York 10268-1010 (212) 701-7624 New York, New York 10005 (registered or certified mail recommended)
Any questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers listed below. Additional copies of the Offer to Purchase, this Supplement and the revised Letter of Transmittal and other tender offer materials may be obtained from the Information Agent as set forth below, and will be furnished promptly at the Purchaser's expense. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. THE INFORMATION AGENT FOR THE OFFER IS: MACKENZIE PARTNERS, INC. 105 Madison Avenue New York, New York 10016 (212) 929-5500 (call collect) or CALL TOLL-FREE (800) 322-2885 E-MAIL: proxy@mackenziepartners.com THE DEALER MANAGER FOR THE OFFER IS: MERRILL LYNCH & CO. 4 World Financial Center New York, New York 10080 CALL TOLL-FREE (866) 276-1462