EX-99.(A)(5)(CCC) 3 a2112269zex-99_a5ccc.txt EXHIBIT (A)(5)(CCC) EXHIBIT (a)(5)(CCC) UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MICHIGAN ---------------------------------------------------x : : SIMON PROPERTY GROUP, INC., : SIMON PROPERTY ACQUISITIONS, INC., AND RANDALL J. SMITH, : Plaintiffs, : - against - : 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, CIVIL ACTION NO. 02-74799 : JUDGE VICTORIA A. ROBERTS Defendants. : ----------------------------------------------------x SPG PLAINTIFFS' EMERGENCY MOTION TO MODIFY THE COURT'S MAY 20, 2003 ORDER Plaintiffs Simon Property Group, Inc. and Simon Property Acquisitions, Inc., ("SPG Plaintiffs") by and through their undersigned attorneys, and pursuant to this Court's letter of May 28, 2003, hereby request that this Court enter an order pursuant to Rule 62(c) of the Federal Rules of Civil Procedure modifying its Order Granting Stay of Preliminary Injunction, issued May 20, 2003 (the "Order"). On May 29, 2003, there was a conference between attorneys during which counsel for SPG Plaintiffs explained the nature of this motion and its legal basis and requested but did not obtain concurrence in the relief sought. 1. By this motion, SPG Plaintiffs seek a modification of the Order in the following manner. The Court should (a) continue its injunction, issued on May 8, 2003, enjoining the defendants from voting a 33.6% block of shares until disinterested shareholders of Taubman Centers, Inc. (the "Company") have conferred voting rights on those shares and from enforcing the December 20, 2002 bylaw amendment, and (b) modify the Order for the limited purpose of allowing the Company's shareholders to vote on whether to amend the Excess Share Provision in the Company's charter at a special meeting of the Company's shareholders. 2. The grounds for the relief sought in this Emergency Motion are more fully set forth in the accompanying Memorandum Of Law In Support Of SPG Plaintiffs' Emergency Motion To Modify The Court's May 20, 2003 Order. Put simply, defendants have flouted this Court's Order by causing legislation to be introduced in the Michigan legislature, the explicit purpose and effect of which is to overturn this Court's May 8, 2003 decision, moot the appeal in the Sixth Circuit, and render the SPG/Westfield tender offer virtually impossible to consummate. Defendants' conduct falls squarely within the conduct proscribed by the Order, namely, "any activity to impede Simon's tender offer." (Order at 10.) 3. The legislation being actively promoted and encouraged by the defendants may be enacted imminently by the Michigan legislature (it is scheduled to be reviewed by the House Commerce Committee as early as next week). Accordingly, time is of the essence. Given the potentially preclusive and draconian effect of the Taubman legislation, SPG Plaintiffs request that the Court order that (i) defendants serve and file, by fax, any response to SPG Plaintiffs' Emergency Motion to Modify the Stay Order by Monday June 2, 2003 at noon, and (ii) SPG Plaintiffs file reply papers, if any, by 5 p.m. on Tuesday June 3, 2003. SPG Plaintiffs respectfully request that the Court hold an expedited hearing on SPG Plaintiffs' Emergency -2- Motion as soon as practicable and grant the relief requested herein. Dated: May 29, 2003 MILLER, CANFIELD, PADDOCK & STONE, P.L.C. By: /s/ Carl H. von Ende ------------------------------- Carl H. von Ende (P21867) Todd Holleman (P57699) 150 West Jefferson, Suite 2500 Detroit, Michigan 48226-4415 Telephone: (313) 963-6420 Facsimile: (313) 496-7500 WILLKIE FARR & GALLAGHER 787 Seventh Avenue New York, New York 10019 Telephone: (212) 728-8000 Facsimile: (212) 728-8111 Attorneys for SPG Plaintiffs -3-