EX-99.(A)(5)(LL) 13 a2105006zex-99_a5ll.txt EXHIBIT 99(A)(5)(LL) EXHIBIT (a)(5)(LL) A1119 UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MICHIGAN -------------------------------------------------------------------------------- SIMON PROPERTY GROUP INC., and SIMON PROPERTY ACQUISITIONS INC., Plaintiffs, vs. TAUBMAN CENTERS INC., A. ALFRED TAUBMAN, ROBERT S. TAUBMAN, LISA A. PAYNE, GRAHAM T. ALLISON, PETER KARMANOS JR., WILLIAM S. TAUBMAN, ALLAN J. BLOOSTEIN, JEROME A. CHAZEN, and S. PARKER GILBERT, Defendants. Civil Action No. 02-74799 -------------------------------------------------------------------------------- DEPOSITION OF: David Simon DATE: January 24th, 2003 LOCATION: Indianapolis, Indiana LEAD: Allan Martin, Esquire REPORTER: Patrice Matthews, CSR FINAL COPY, SIGNED 01-27-03 JANE ROSE REPORTING, 1-800-825-3341 A1120 US DISTRICT COURT - MICHIGAN FINAL DAVID SIMON SIMON PROPERTY v. TAUBMAN CENTERS JANUARY 24, 2003 Page 1 UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MICHIGAN -------------------------------------------------------------------------------- SIMON PROPERTY GROUP INC., and SIMON PROPERTY ACQUISITIONS, INC. Plaintiffs, vs. TAUBMAN CENTERS INC., A. ALFRED TAUBMAN, ROBERT S. TAUBMAN, LISA A. PAYNE, GRAHAM T. ALLISON, PETER KARMANOS JR., WILLIAM S. TAUBMAN, ALLAN J. BLOOSTEIN, JEROME A. CHAZEN, and S. PARKER GILBERT, Defendants. Civil Action No. 02-74799 -------------------------------------------------------------------------------- DEPOSITION OF: David Simon DATE: January 24, 2003 LOCATION: Indianapolis, Indiana LEAD: Allan Martin, Esquire REPORTER: Patrice Morrison, RMR-CRR FINAL COPY, SIGNED 01-27-03 JANE ROSE REPORTING, 1-800-825-3341 JANE ROSE REPORTING 1-800-825-3341 NEW YORK, NEW YORK www.janerose.net A1121 US DISTRICT COURT - MICHIGAN FINAL DAVID SIMON SIMON PROPERTY v. TAUBMAN CENTERS JANUARY 24, 2003 Page 2 ATTORNEYS FOR DEFENDANTS: Allan A. Martin, Esquire Jonathan Moses, Esquire Kiran Patel, Paralegal WACHTELL LIPTON ROSEN & KATZ 51 West 52nd Street New York, New York 10019 PHONE: 212-403-1000 ATTORNEYS FOR PLAINTIFFS: Richard Posen, Esquire Rachel Fremmer, Esquire WILLKIE FARR & GALLAGHER 787 Seventh Avenue New York, New York 10019 PHONE: 212-728-8000 ATTORNEYS FOR LIONEL GLANCY and SHAREHOLDER PLAINTIFFS IN RELATED ACTIONS: Jeffrey Norton, Esquire WECHSLER HARWOOD 488 Madison Avenue New York, New York 10022 PHONE: 212-935-7400 COURT REPORTER: Patrice Morrison, Certified Realtime Reporter JANE ROSE REPORTING 37 West 16th Street New York, New York 10011 VIDEOGRAPHER: Pete Zinkan JANE ROSE REPORTING JANE ROSE REPORTING 1-800-825-3341 NEW YORK, NEW YORK www.janerose.net A1122 US DISTRICT COURT - MICHIGAN FINAL DAVID SIMON SIMON PROPERTY v. TAUBMAN CENTERS JANUARY 24, 2003 Page 188 I have the question back, not the answer? MR. MARTIN: I'll read the question. what did you say to the Merrill Lynch representatives, and what did they say to you? MR. POSEN: Okay. Fine. Q. It's your best recollection that you had these conversations prior to the first purchase by SPG of TCI shares? A. Yes. [BEGINNING OF EXCERPT] Q. Did it come to your attention, sir, that there was a proxy solicitation of TCI shareholders in connection with the authorization of Class B shares? I'm sorry, let me rephrase the question. Did it come to your attention, sir, that there had been a proxy solicitation of TCI shareholders in connection with the authorization of -- MR. POSEN: Preferred stock. Q. -- preferred stock? A. Well, I understood through discussions with counsel that they had the ability to -- they had a bucket or a preferred stock -- bucket preferred stock provision. Q. What is a bucket preferred stock provision? A. Essentially it's something that -- I tend to look JANE ROSE REPORTING 1-800-825-3341 NEW YORK, NEW YORK www.janerose.net A1123 US DISTRICT COURT - MICHIGAN FINAL DAVID SIMON SIMON PROPERTY v. TAUBMAN CENTERS JANUARY 24, 2003 Page 189 at it as something that's used for financing. You know, preferred stock is, certainly in the REIT industry, is an attractive financing vehicle, and I think they had -- the shareholders had authorized Taubman to use that, you know, if required, for financing and those kind of things. Q. Did you have an understanding that shareholders of TCI had approved the authorization of preferred stock? A. Yes. Q. And did you know that, sir, prior to your first purchase, you being SPG's first purchase of TCI stock? A. Yes. Q. Does SPG have a bucket preferred provision? A. Yes, I believe so. Q. Would you describe that provision. A. I don't know the details of it, but it's primarily there for issuance for financings, issuing preferred stock for financings that the board would approve. [END OF EXCERPT] Q. Would you look at Exhibit 1. That's the annual report again, at page 66, under the section "Capital Stock." MR. POSEN: What page? JANE ROSE REPORTING 1-800-825-3341 NEW YORK, NEW YORK www.janerose.net