EX-99.(A)(5)(H) 8 a2100393zex-99_a5h.txt LTR TO SHAREHOLDERS [SIMON PROPERTY GROUP LOGO] January 15, 2003 DEAR TAUBMAN CENTERS SHAREHOLDER: Simon Property Group (NYSE: SPG) has today increased its cash tender offer to acquire all outstanding common shares of Taubman Centers, Inc. (NYSE: TCO) to a price of $20.00 per share. We are also pleased to announce that Westfield America, Inc., the U.S. subsidiary of Westfield America Trust (ASX: WFA), has joined us in this offer. SPG has worked successfully with Westfield in the past and produced significant value for all shareholders involved--we are confident we can do so again with TCO. This increased cash offer represents a: - 50% PREMIUM over TCO's price before SPG first made a written acquisition proposal - 25% PREMIUM over TCO's closing price yesterday - 25% PREMIUM over the highest closing price in TCO's 10-year history before SPG's proposal This all-cash offer is not conditioned on due diligence or financing. Nor is it conditioned on participation by the limited partners of Taubman Realty Group operating partnership. IF YOU WANT $20.00 PER TCO SHARE IN CASH, YOU MUST TENDER NOW If you want the opportunity to receive $20.00 in cash for your TCO shares, you must tender your shares. UNLESS AT LEAST TWO-THIRDS, OR APPROXIMATELY 35 MILLION, OF TCO'S APPROXIMATELY 52.2 MILLION OUTSTANDING COMMON SHARES, ARE TENDERED BY FEBRUARY 14, 2003, WE WILL WITHDRAW OUR OFFER AND TERMINATE OUR EFFORTS TO ACQUIRE TCO. SEND A MESSAGE TO THE TCO BOARD Despite the compelling premium being offered, your Board has thus far refused to even discuss a transaction because the Taubman family--which owns approximately 1% of TCO's common shares--opposes a sale. The public shareholders of TCO--who own approximately 99% of TCO's common shares--should be the ones to decide whether to accept our premium all-cash offer. TENDERING YOUR SHARES BY FEBRUARY 14 IS THE ONLY WAY FOR YOU TO TELL YOUR BOARD THAT YOU DEMAND THAT OPPORTUNITY. Remember, TCO shares were trading at only $13.32 before SPG first offered to acquire TCO. WE ARE OFFERING YOU $20.00 IN CASH--TCO HAS FAILED TO OFFER YOU ANY CREDIBLE ALTERNATIVE TO DELIVER COMPARABLE IMMEDIATE VALUE. SPG AND WESTFIELD ARE JOINING TOGETHER TO ACQUIRE TCO-- BUT WE NEED YOUR SUPPORT Your Board is standing in the way of you receiving $20.00 per share. SHOW THEM YOU OBJECT. With strong shareholder support, we are confident the offer can be successfully completed. Stand up and be counted. TENDER YOUR SHARES TODAY--and send a clear message to the TCO Board. If you need information or assistance with tendering, please call MacKenzie Partners toll-free at (800) 322-2885. Very truly yours, DAVID SIMON, CHIEF EXECUTIVE OFFICER