Taubman Centers, Inc. today set the record straight through a presentation it posted on the investor relations section of its web site, www.taubman.com, regarding numerous and repeated misleading statements that have been made by Simon Property Group, Inc. concerning Taubman Centersâ€™ 1998 restructuring.
Central to the restructuring, as was fully disclosed four years ago, the GM Pension Trusts exchanged partnership interests for direct ownership of ten malls while maintaining a substantial investment in the Company.
The GM Pension Trustsâ€™ exchange resulted in a pro rata increase in ownership for all remaining equity holders, including the Taubman family. At the same time, the Company dramatically simplified its governance structure to be consistent with its public peers. The Company resolved to have a majority of independent directors and implemented its current democratic voting structure â€“ one share, one unit, one vote.
The Company said, 'Any allegation by Simon of impropriety or invalidity with respect to the Companyâ€™s 1998 restructuring is a â€˜red herringâ€™ and utterly baseless. The Taubman family gave up pre-existing special rights in the 1998 restructuring, and a democratic voting and governance structure was established. In the 1998 restructuring, the independent directors of the Company, after undertaking an extensive process during which they received independent financial and legal advice, unanimously approved the restructuring.'
(source: Taubman Centers)