Edgar Filing: TAUBMAN CENTERS INC

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OMB APPROVAL
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OMB NUMBER 3235-0059
EXPIRES: AUGUST 31, 2004
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE.....14.73
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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. 1)

Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]

Check the appropriate box:

[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12

TAUBMAN CENTERS, INC.
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(Name of Registrant as Specified In Its Charter)

SIMON PROPERTY GROUP, INC.
SIMON PROPERTY ACQUISITIONS, INC.
WESTFIELD AMERICA, INC.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

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applies:___________________________________________________

(2) Aggregate number of securities to which transaction
applies:___________________________________________________

(3) Per unit price or other underlying value of transaction
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the amount on which the filing fee is calculated and
state how it was determined):______________________________

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:____________________________________

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(4) Date Filed:________________________________________________

PRELIMINARY MATERIALS
SUBJECT TO COMPLETION
DATED MARCH 28, 2003

__________, 2003

Dear Taubman Centers, Inc. Shareholder:

By now, you are likely aware of the offer by Simon Property
Group, Inc. ("SPG Inc."), Westfield America, Inc. ("WEA") and Simon Property
Acquisitions, Inc. (the "Purchaser" and together with SPG Inc. and WEA, the
"Offeror Parties") to acquire all outstanding shares of common stock, par value
$.01 per share (the "Shares" or "Common Stock"), of Taubman Centers, Inc. (the
"Company") at $20.00 per share in cash (the "Offer"). We are soliciting proxies
in connection with the enclosed proxy statement because, although approximately
85% of the then outstanding Common Stock was tendered into the Offer as of
February 14, 2003, the Company's board of directors (the "Company Board") has
repeatedly refused to take steps to facilitate completion of the Offer.

This proxy statement and the accompanying GOLD proxy card are
from the Offeror Parties. This solicitation is being made by the Offeror
Parties, and not on behalf of the Company Board. We are soliciting proxies from
the Company's shareholders to be used at the 2003 annual meeting of shareholders
of the Company (the "2003 Annual Meeting"). Although the Company has not yet
announced the date or location of the 2003 Annual Meeting, last year's annual
meeting was held on May 30, 2002.

We are soliciting your vote and urging you to vote for the
election of four nominees to the Company Board (the "Purchaser Nominees")
because, among other things, we believe that the current directors of the
Company are not acting, and will continue not to act, in the best interests of
the common stockholders. Specifically, the Company Board has repeatedly refused
to take steps to facilitate completion of the Offer and has recommended that the
common stockholders not tender into our $20.00 per share cash tender offer,
which represents a 50% premium over the closing price of the Common Stock on
October 15, 2002, the last trading day before SPG Inc.'s initial private
communication to the Company of its interest in pursuing a business combination.

We believe that you are entitled to a board of directors that
will act in the best interests of all shareholders, including holders of the
Common Stock, in accordance with Michigan law. We also believe that the Company
Board should not deprive holders of Common Stock of the opportunity to receive a
significant premium for their Common Stock. In this proxy statement, we are
asking you to elect board members who will act in your best interests and will
give the holders of the Common Stock the opportunity to accept our premium cash
offer. Because the Company Board refuses to take steps to facilitate our Offer,
we are asking you to vote for the Purchaser Nominees instead of the nominees we
expect to be nominated by the Company.

At the 2003 Annual Meeting, we will also ask you to consider
and vote upon a proposal to facilitate the completion of the Offer through an
amendment to the Company's Restated Articles of Incorporation (the "Charter").
The proposed amendment provides that certain provisions in the Charter, which
limit Share ownership, would not apply to Shares acquired by the Purchaser, SPG
Inc., WEA and certain of their affiliates.

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IMPORTANT

WE ARE SOLICITING PROXIES IN CONNECTION WITH THIS PROXY
STATEMENT TO FACILITATE THE COMPLETION OF THE OFFEROR PARTIES' PENDING TENDER
OFFER FOR ALL OF THE OUTSTANDING SHARES OF COMMON STOCK AT A PRICE OF $20.00 PER
SHARE IN CASH BY URGING YOU TO VOTE IN FAVOR OF THE PURCHASER NOMINEES AND THE
EXCESS SHARE PROPOSAL (AS DEFINED IN THE ENCLOSED PROXY STATEMENT) AT THE
COMPANY'S 2003 ANNUAL MEETING. FOR A DESCRIPTION OF THE TERMS AND CONDITIONS OF
THE OFFER, SEE "THE TENDER OFFER AND ACCOMPANYING LITIGATION."

AT THE 2003 ANNUAL MEETING, THE SHAREHOLDERS WILL HAVE THE
OPPORTUNITY TO ELECT DIRECTORS WHO WILL ACT IN THE BEST INTERESTS OF ALL
SHAREHOLDERS, INCLUDING HOLDERS OF THE COMMON STOCK, IN ACCORDANCE WITH MICHIGAN
LAW AND WILL ALSO HAVE THE OPPORTUNITY TO APPROVE THE EXCESS SHARE PROPOSAL,
WHICH IS DESIGNED TO REMOVE A SIGNIFICANT IMPEDIMENT TO THE COMPLETION OF THE
OFFER.
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THE OFFEROR PARTIES BELIEVE THAT THE HOLDERS OF COMMON STOCK -
THE OWNERS OF THE COMPANY - ARE ENTITLED TO MAKE A DECISION ON WHETHER OR NOT TO
ACCEPT THE OFFER. WE BELIEVE THAT THE PURCHASER NOMINEES, IF ELECTED TO THE
COMPANY BOARD, WILL ACT IN THE BEST INTERESTS OF ALL SHAREHOLDERS, INCLUDING
HOLDERS OF THE COMMON STOCK, IN ACCORDANCE WITH MICHIGAN LAW. IF ELECTED, THE
PURCHASER NOMINEES WILL COMPRISE FOUR OF THE NINE DIRECTORS OF THE COMPANY.

WHETHER OR NOT YOU PLAN TO ATTEND THE 2003 ANNUAL MEETING, WE
URGE YOU TO VOTE FOR THE ELECTION OF THE PURCHASER NOMINEES AND FOR THE APPROVAL
OF THE EXCESS SHARE PROPOSAL BY SIGNING, DATING AND RETURNING THE ENCLOSED GOLD
PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE TODAY. YOUR VOTE IS IMPORTANT,
NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN. FAILURE TO EXECUTE A GOLD PROXY
CARD MAY IMPEDE COMPLETION OF THE OFFER AND THEREBY THE ABILITY OF THE COMMON
SHAREHOLDERS TO RECEIVE $20.00 PER SHARE IN CASH FOR THEIR COMMON STOCK PURSUANT
TO THE OFFER.

YOU MAY VOTE ON THE GOLD PROXY CARD EVEN IF YOU HAVE
PREVIOUSLY VOTED A PROXY PROVIDED TO YOU BY THE COMPANY BOARD. YOU HAVE EVERY
LEGAL RIGHT TO CHANGE YOUR VOTE - ONLY YOUR LATEST-DATED PROXY COUNTS.

REMEMBER, IF YOU HOLD YOUR SHARES WITH A BROKERAGE FIRM OR
BANK, ONLY THEY CAN EXERCISE VOTING RIGHTS WITH RESPECT TO YOUR SHARES AND ONLY
UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, IT IS CRITICAL THAT YOU
PROMPTLY CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND GIVE INSTRUCTIONS
TO VOTE THE GOLD PROXY CARD FOR THE ELECTION OF THE PURCHASER NOMINEES AND FOR
APPROVAL OF THE EXCESS SHARE PROPOSAL.

If you have any questions or require any assistance in
executing or delivering your proxy, please contact our proxy solicitor:
MacKenzie Partners, Inc. toll-free at (800) 322-2885 or by calling collect at
(212) 929-5500.

Very truly yours,

David Simon, Peter Lowy,
Chief Executive Officer President and Chief Executive Officer
SIMON PROPERTY GROUP, INC. WESTFIELD AMERICA, INC.

iii

PRELIMINARY MATERIALS
SUBJECT TO COMPLETION
DATED MARCH 28, 2003

2003 ANNUAL MEETING OF SHAREHOLDERS
OF
TAUBMAN CENTERS, INC.
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PROXY STATEMENT
OF
SIMON PROPERTY GROUP, INC.
SIMON PROPERTY ACQUISITIONS, INC.
WESTFIELD AMERICA, INC.
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This Proxy Statement will be revised to reflect actual
facts at the time of filing the definitive proxy statement.

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This Proxy Statement is being furnished by Simon Property
Group, Inc., a Delaware corporation ("SPG Inc."), Westfield America, Inc., a
Missouri corporation ("WEA"), and Simon Property Acquisitions, Inc., a Delaware
corporation and a wholly owned subsidiary of SPG Inc. (the "Purchaser" and,
together with WEA and SPG Inc., the "Offeror Parties"), in connection with their
solicitation of proxies to be used at the 2003 annual meeting of shareholders of
Taubman Centers, Inc., a Michigan corporation (the "Company"), and at any
adjournments, postponements or reschedulings thereof (the "2003 Annual
Meeting"). This Proxy Statement and the enclosed GOLD proxy card are first being
sent or given to Shareholders on or about __________, 2003. Pursuant to this
Proxy Statement, the Offeror Parties are soliciting proxies from holders of the
Company's common stock, par value $.01 per share (the "Common Stock" or
"Shares"), and from holders of the Company's Series B Non-Participating
Convertible Preferred Stock, par value $.001 per share (the "Series B Preferred
Stock") (to the extent the voting rights attendant to any such shares are not
invalidated pursuant to SPG Inc.'s and the Purchaser's litigation as described
herein) (together, the "Shareholders") to (a) elect four nominees of SPG Inc.
and the Purchaser (the "Purchaser Nominees") as directors of the Company and (b)
approve the Excess Share Proposal (as defined below) to facilitate the
completion of the Offeror Parties' pending offer (the "Offer") to purchase all
outstanding shares of Common Stock at a price of $20.00 per share, net to the
seller in cash without interest (the "Offer Price").

Although the Company has not yet announced the date or
location of the 2003 Annual Meeting, last year's annual meeting was held on May
30, 2002, and in each of the past ten years the Company has held its annual
meeting of shareholders in May. Based on the Company's historical practice, the
Offeror Parties expect that the Company will hold its 2003 Annual Meeting in May
2003 and are soliciting proxies for use at the 2003 Annual Meeting. The Company
has not yet announced the time and location for the 2003 Annual Meeting or
announced the record date (the "Record Date") for determining those Shareholders
who will be entitled to vote at such meeting.

At the 2003 Annual Meeting, four persons will be elected to
serve on the Company's Board of Directors (the "Company Board"). The Offeror
Parties are asking for your vote to elect the four Purchaser Nominees as
directors instead of the Company's nominees to the Company Board (the "Company
Nominees"). The election of the Purchaser Nominees to the Company Board requires
the

affirmative vote of a plurality of the votes cast by the Company shares
entitled to vote at the 2003 Annual Meeting.

In connection with the 2003 Annual Meeting, the Offeror
Parties are also asking you to consider and vote upon a proposal to facilitate
the completion of the Offer through an amendment to the Company's Restated
Articles of Incorporation (as amended, the "Charter") that provides that the
Excess Share Provision (as defined below) shall not apply to (a) the Offeror
Parties, Simon Property Group, L.P. ("SPG L.P."), Westfield America Limited
Partnership, or any other entity all of the equity interests of which are owned,
directly or indirectly, individually or collectively, by the Offeror Parties,
SPG L.P., and/or Westfield America Limited Partnership or (b) any securities of
the Company held or acquired by the Offeror Parties, SPG L.P., Westfield America
Limited Partnership, or any other entity all of the equity interests of which
are owned, directly or indirectly, individually or collectively, by the Offeror
Parties, SPG L.P., and/or Westfield America Limited Partnership (the "Excess
Share Proposal").

Two-thirds (2/3) of the voting power of the Company's voting
securities is needed to approve the Excess Share Proposal. SPG Inc. and the
Purchaser believe that Robert Taubman, the Taubman family and various associates
of the Taubman family acted to form a group voting position for the purpose of
blocking the Offer by giving Robert Taubman the purported ability to control
voting rights for shares of Series B Preferred Stock and Common Stock held by
members of the Taubman family and certain associates of the Taubman family that
together purportedly comprises over one-third (1/3) of the Company's voting
power. SPG Inc. and the Purchaser believe that the Company Board has breached
and continues to breach its fiduciary duties by, among other things, issuing the
Series B Preferred Stock and allowing the Taubman family to use the Series B
Preferred Stock to veto any proposals that the Taubman family opposes. SPG Inc.
and the Purchaser, as well as other shareholders of the Company, have commenced
litigation challenging the legality of the voting rights of the shares held or
controlled by the Taubman family, in whole or in part, and the ability of the
Taubman family to vote these shares to prevent the Company's common shareholders
from receiving $20.00 per share in cash pursuant to the Offer. The Offeror
Parties currently intend to proceed with the solicitation of proxies in
connection with the Annual Meeting regardless of the outcome of SPG Inc.'s and
the Purchaser's litigation against the Company, the Company Board and certain
members of the Taubman family.

The Excess Share Proposal can be approved if (i) the effective
veto power that the Taubman family purports to wield over the Offer is
invalidated as described in "The Tender Offer and Accompanying Litigation" or
(ii) the Company Board and/or the holders of the Series B Preferred Stock remove
impediments thereto.

THIS SOLICITATION IS BEING MADE BY THE OFFEROR PARTIES AND NOT
ON BEHALF OF THE COMPANY BOARD.

The principal executive offices of the Company are located at
200 East Long Lake Road, Suite 300, P.O. Box 200, Bloomfield Hills, Michigan
48303 and its telephone number is (248) 258-6800.

QUESTIONS AND ANSWERS ABOUT THIS PROXY SOLICITATION

WHAT ARE WE ASKING YOU TO VOTE FOR?

The Offeror Parties are asking you to: (i) elect, in place of
three of the Company's current directors, nominees who will act in the best
interests of all Shareholders, including holders of the Common Stock, in
accordance with Michigan law, and to elect a director to fill the board seat
formerly held by Mr. A. Alfred Taubman prior to his resignation; and (ii)
approve the Excess Share Proposal as a means of facilitating the completion of
the Offer.

WHO ARE THE PURCHASER NOMINEES?

The Offeror Parties are asking you to elect Benjamin R.
Civiletti, Douglas Crocker II, Roberta S. Karmel and Michael S. Koeneke as
directors of the Company. These nominees are independent persons and are not
affiliated with the Offeror Parties or the Company. They are highly qualified
individuals who will act in the best interests of all Shareholders, including
holders of the Common Stock, in accordance with Michigan law.

WHY ARE WE SOLICITING YOUR VOTE?

The Offeror Parties are soliciting your vote because they
believe that the current directors are not acting, and will continue not to act,
in the best interests of the holders of Common Stock. Despite the fact that
approximately 85% of the then outstanding Common Stock was tendered in the Offer
as of February 14, 2003, and despite the substantial premium of our $20.00 per
share all cash Offer, the Company Board refuses to consider the Offer and has
rejected numerous invitations by the Offeror Parties to engage in discussions
with respect to the Offer. In addition, the Company Board has refused to take
steps to amend the Charter's Excess Share Provision or take other steps that
would permit Shareholders to accept the Offer. Further, legislation was recently
introduced in the Michigan legislature under the guise of "technical" changes to
Michigan corporate law. This legislation, if enacted, could have the effect of,
among other things, insulating further the Company Board from the common
stockholders and impeding further the Offeror Parties' ability to promptly
conclude the Offer.

In light of the overwhelming support of the Company's common
stockholders, our belief that the current directors are not acting
independently, and the Company Board's attempt to entrench itself further
through an anti-shareholder legislative agenda, we have decided to nominate the
Purchaser Nominees for election at the 2003 Annual Meeting. The Offeror Parties
believe that voting in favor of the Purchaser Nominees and the Excess Share
Proposal will facilitate the completion of the Offer and advance the interests
of the holders of Common Stock by enhancing their ability to receive $20.00 cash
per share in the Offer.

HOW DOES THIS VOTE AFFECT THE OFFEROR PARTIES' TENDER OFFER?

Even if the Shareholders elect the Purchaser Nominees and
approve the Excess Share Proposal, the Offeror Parties will be obligated to
purchase Shares tendered in the Offer only if all of the conditions to the Offer
are satisfied (or waived by the Purchaser as provided in the Offer to Purchase
(as defined below)). The terms and conditions to the Offer are set forth in the
Offer to Purchase, the Supplement (as defined below) and the related revised
Letter of Transmittal (as defined below). These materials contain important
information about the terms and conditions of the Offer and holders of Common
Stock should read them before deciding whether to tender their Shares in
connection with the Offer.

WHAT NEEDS TO HAPPEN FOR THE OFFEROR PARTIES TO COMPLETE THE TENDER OFFER?

Certain conditions need to be met (or waived by the Purchaser
as provided in the Offer to Purchase) for the Offeror Parties to complete the
Offer.

FIRST, holders of Common Stock must validly tender and not
withdraw before the expiration of the Offer such number of Shares that
represents, together with Shares owned by the Offeror Parties or any of their
respective subsidiaries, at least two-thirds (2/3) of the total voting power of
the Company (the "Minimum Tender Condition").

SECOND, the Purchaser needs to be satisfied, in its sole
discretion, that after completion of the Offer none of the Shares acquired by it
shall be deemed "Excess Stock" (as defined below) (the "Excess Share
Condition").

THIRD, the Purchaser must be satisfied that it will have full
voting rights with respect to all Shares to be acquired under Chapter 7B (the
"Michigan Control Share Act") of the Michigan Business Corporation Act (the
"MBCA"), or the Purchaser needs to be 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 (the "Control Share
Condition"). As of the date of this Proxy Statement, the Offeror Parties believe
that the Control Share Condition has been satisfied. However, if the Company
again becomes subject to 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.

FOURTH, the Purchaser must be satisfied, in its sole
discretion, that, after completion of the Offer, Chapter 7A (the "Michigan
Business Combination Act") of the MBCA 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 the Company and
the Purchaser (or any other affiliate of the Offeror Parties) (the "Business
Combination Condition"). As of the date of this Proxy Statement, the Offeror
Parties believe that the Business Combination Condition has been satisfied.
However, if the Company becomes subject to 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.

When all these conditions are satisfied (or waived by the
Purchaser as provided in the Offer to Purchase) then the Offeror Parties can
complete the Offer.

WHAT IS THE EFFECT OF THE EXCESS SHARE PROPOSAL?

The Excess Share Provision has the effect of preventing tender
offers or mergers involving the Company by prohibiting any person or entity,
subject to certain specified exceptions, from owning greater than 8.23% (or, in
certain cases with approval by the Company Board, up to 9.9%) of the total
aggregate value of the Company's outstanding capital stock.

The Excess Share Proposal, if approved, would result in an
amendment of the Charter to provide that the Excess Share Provision shall not
apply to the Offeror Parties or certain of their affiliates or to any securities
of the Company held or acquired by the Offeror Parties or certain of their
affiliates.

The Excess Share Provision is discussed in greater detail
below under "The Excess Share Proposal." The proposed amendment to the Excess
Share Provision would facilitate the completion of the Offer by removing a
significant impediment to the completion of the Offer.

WHO CAN VOTE AT THE 2003 ANNUAL MEETING?

If you are a record owner of the Company's Common Stock and/or
Series B Preferred Stock at the close of business on ________, 2003 you have the
right to vote for the Purchaser Nominees and for the approval of the Excess
Share Proposal at the 2003 Annual Meeting.

HOW MANY SHARES MUST BE VOTED IN FAVOR OF THE PURCHASER NOMINEES TO ELECT THEM?

Assuming a quorum is present at the meeting, the four nominees
to the Company Board who receive a plurality (the most votes from the
Shareholders eligible to vote thereon) will be elected.

HOW MANY SHARES MUST BE VOTED IN FAVOR OF THE EXCESS SHARE PROPOSAL FOR ITS
APPROVAL?

Assuming a quorum is present at the meeting, two-thirds (2/3)
of the voting power of the Company's voting securities is needed to approve the
Excess Share Proposal. The Excess Share Proposal can be approved if (i) the
effective veto power that the Taubman family purportedly wields over the Offer
is invalidated as described in "The Tender Offer and Accompanying Litigation" or
(ii) the Company Board and/or the holders of the Series B Preferred Stock act to
remove impediments thereto.

WHAT SHOULD YOU DO TO VOTE FOR THE PURCHASER NOMINEES AND FOR THE APPROVAL OF
THE EXCESS SHARE PROPOSAL?

Sign, date and return the enclosed GOLD proxy card today to
MacKenzie Partners in the prepaid envelope provided to vote for the Purchaser
Nominees and for the approval of the Excess Share Proposal. In order for your
vote to be valid, your GOLD proxy card must be signed and dated.

WHOM SHOULD YOU CALL IF YOU HAVE QUESTIONS ABOUT THE SOLICITATION?

Please call MacKenzie Partners, Inc. ("MacKenzie Partners")
toll free at 1-800-322-2885 or collect at 212-929-5500 if you have questions or
need assistance.

IMPORTANT

THE OFFEROR PARTIES BELIEVE THAT ELECTION OF THE PURCHASER
NOMINEES AND APPROVAL OF THE EXCESS SHARE PROPOSAL WILL FACILITATE THE
COMPLETION OF THE OFFEROR PARTIES' $20.00 PER SHARE CASH OFFER FOR ALL SHARES OF
COMMON STOCK.

IF YOU WANT THE OPPORTUNITY TO PARTICIPATE IN THE OFFER, WE
URGE YOU TO PROMPTLY SIGN, DATE AND MAIL THE ENCLOSED GOLD PROXY CARD TO VOTE:
(A) FOR THE ELECTION OF THE PURCHASER NOMINEES AS DIRECTORS AND (B) FOR THE
APPROVAL OF THE EXCESS SHARE PROPOSAL.

HOLDERS OF COMMON STOCK MUST TENDER THEIR SHARES PURSUANT TO
THE OFFER AND ALL THE CONDITIONS TO THE OFFER MUST BE SATISFIED OR

WAIVED BEFORE HOLDERS OF COMMON STOCK CAN RECEIVE THE CASH PRICE TO BE PAID FOR
SHARES PURSUANT TO THE OFFER. YOUR VOTE FOR THE ELECTION OF THE PURCHASER
NOMINEES AS DIRECTORS AND FOR APPROVAL OF THE EXCESS SHARE PROPOSAL DOES NOT
OBLIGATE YOU TO TENDER YOUR SHARES PURSUANT TO THE OFFER.

IF YOU HAVE ALREADY SENT A PROXY TO THE COMPANY BOARD, YOU MAY
REVOKE THAT PROXY AND VOTE FOR THE ELECTION OF THE PURCHASER NOMINEES AND FOR
THE APPROVAL OF THE EXCESS SHARE PROPOSAL BY SIGNING, DATING AND MAILING THE
ENCLOSED GOLD PROXY CARD.

THE TENDER OFFER AND ACCOMPANYING LITIGATION

On October 16, 2002, David Simon, Chief Executive Officer of
SPG Inc., the general partner and the owner of the majority of the equity
interests of SPG L.P., called Robert S. Taubman, Chairman of the Board of
Directors, President and Chief Executive Officer of the Company, to express SPG
Inc.'s interest in pursuing a business combination involving SPG Inc. and the
Company. Later that day, Mr. Simon sent a letter to Mr. Taubman containing a
written proposal describing SPG Inc.'s interest in a business combination with
the Company.

On October 22, 2002, SPG Inc. delivered a letter to the
Company containing a proposal for SPG Inc. to acquire the Company in a
negotiated transaction, in which holders of all the outstanding shares of Common
Stock, of the Company would receive $17.50 in cash per share. On October 28,
2002, the Company Board rejected SPG Inc.'s proposed offer, stating that any
discussions regarding a transaction would not be productive because the Taubman
family (with its purported greater than 30% voting stake) had informed the
Company Board that it is categorically opposed to the sale of the Company.

On November 13, 2002, SPG Inc. delivered a letter to the
Company Board setting forth the terms of its proposed business combination with
the Company, and calling on the Company Board for assistance in surmounting the
obstacles to a business combination presented by the Company's corporate
governance structure. This letter was publicly disclosed by means of a press
release. Within one hour of SPG Inc.'s press release, the Company issued a press
release that categorically rejected SPG Inc.'s proposal.

On December 5, 2002, the Purchaser commenced a tender offer to
purchase all the outstanding Shares at a price of $18.00 per share, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in an Offer to Purchase dated December 5, 2002 (the "Offer
to Purchase") and in the related Letter of Transmittal. The purpose of the Offer
is for SPG Inc. and WEA to acquire control of, and ultimately all the Common
Stock of, the Company.

On December 11, 2002, the Company filed a Schedule 14D-9 (as
amended, the "Company Schedule 14D-9") with the Securities and Exchange
Commission (the "Commission") recommending that the Company's common
shareholders reject the Offer. The recommendation was made despite the fact that
the prior $18.00 per share Offer Price represented a 35% premium over the $13.32
closing price of the Common Stock on October 15, 2002 (the last trading day
prior to SPG Inc.'s initial private communication to the Company expressing its
interest in pursuing a business combination).

On January 15, 2003, the Offeror Parties announced that WEA
had joined the Offer and that they had entered into an Offer Agreement (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 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 Common Stock purchased in the Offer.

On that same day, the Offeror Parties announced 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 then
outstanding shares of Common Stock, or 34,805,171 Shares (based on the number of
Shares outstanding as of December 16, 2002), were validly tendered and not
withdrawn prior to 12:00 midnight New York City time on February 14, 2003, the
Offeror Parties would withdraw the Offer and terminate their efforts to acquire
the Company. The Offeror Parties filed with the Commission and distributed to
the Shareholders a Supplement to the Offer to Purchase, dated January 15, 2003
(the "Supplement"), a revised Letter of Transmittal (the "Letter of
Transmittal") and the related revised Offer materials.

On January 21, 2003, the Company filed an amendment to the
Company Schedule 14D-9 with the Commission recommending that the Company's
common shareholders reject the Offer. The recommendation was made despite the
fact that the $20.00 per share Offer Price represents a 50% premium over the
$13.32 closing price of the Common Stock on October 15, 2002 (the last trading
day prior to SPG Inc.'s initial private communication to the Company expressing
its interest in pursuing a business combination).

On February 17, 2003, the Offeror Parties announced that (i)
44,135,107 of the 52,207,756 Shares then outstanding, representing approximately
85% of the then outstanding Common Stock, had been validly tendered and not
withdrawn prior to 12:00 midnight New York City time on February 14, 2003 and
(ii) the Expiration Date of the Offer was extended to 12:00 midnight New York
City time on March 28, 2003. Notwithstanding that approximately 85% of the
Company's outstanding shares of Common Stock had been tendered into the Offer,
on February 17, 2003, barely two hours after the Offeror Parties' announcement
of the overwhelming results of the Offer, the Company announced that the Company
Board continued to oppose the Offer and would not take steps to facilitate the
Offer.

On February 26, 2003, David Simon, Chief Executive Officer of
SPG Inc., and Peter Lowy, Chief Executive Officer of WEA, sent a letter to the
independent members of the Company Board inviting them to discuss actions that
would facilitate the completion of the Offer and solutions that would address
the conflicting interests of the holders of Common Stock and holders of The
Taubman Realty Group Limited Partnership ("Taubman L.P.") interests.

On February 27, 2003, SPG Inc. and WEA issued a press release
indicating their intention to seek an amendment to the Company's Charter to
allow satisfaction of the Excess Share Condition at the Company's 2003 Annual
Meeting.

On March 4, 2003, the Company Board sent a letter to Messrs.
Simon and Lowy in which they acknowledged receipt of the February 27, 2003
letter and reiterated their unanimous rejection of the Offer as not in the best
interests of the Shareholders.

On March 18, 2003, SPG Inc. and WEA issued a press release and
open letter to the Shareholders announcing their intention to propose four
nominees for election to the Company Board at the 2003 Annual Meeting.

On March 21, 2003, SPG Inc., the Purchaser and WEA filed a
preliminary proxy statement with the Commission relating to the election of the
Purchaser Nominees and the presentation of the Excess Share Proposal for
approval at the 2003 Annual Meeting.

On March 28, 2003, SPG Inc. and the Purchaser submitted notice
of the nomination of the Purchaser Nominees and their intent to seek approval of
the Excess Share Proposal at the 2003 Annual Meeting to the Company's Secretary
in accordance with the Company's Restated By-Laws (as amended, the "By-Laws").

The Taubman family purportedly holds a significant voting
stake in the Company that may impede the potential sale of the Company,
including the satisfaction of certain conditions to the completion of the Offer.
SPG Inc. and the Purchaser believe that in 2002 a "control share acquisition"
(within the meaning of the Michigan Control Share Act) occurred when Robert
Taubman, the Taubman family and various associates of the Taubman family acted
to form a group voting position for the purpose of blocking the Offer, made up
of the shares of the Series B Preferred Stock and Common Stock held by members
of the Taubman family and certain associates of the Taubman family that together
purportedly comprised approximately 33.6% of the Company's voting power. SPG
Inc. and the Purchaser believe that under the Michigan Control Share Act, such a
transaction required the approval of the holders of a majority of the
disinterested shares of the Company's voting stock in order for any member of
the "group" to have the right to vote any shares of the "group." SPG Inc. and
the Purchaser believe that because no such shareholder approval has been sought
or given, those shares have no voting rights.

SPG Inc. and the Purchaser are seeking through the Complaint
(as defined below), among other things, to invalidate any voting rights with
respect to these shares, on the ground (among others) that aggregation of shares
with a "group" purportedly comprising over one-third (1/3) of the Company's
voting power through the actions of Robert Taubman, the Taubman family and those
persons who entered into certain voting agreements with Robert Taubman during
November 2002 (the "Voting Agreements") was a "control share acquisition"
without a shareholder vote as required by the Michigan Control Share Act. On
January 28, 2003, the Company announced that Robert Taubman and various
associates of the Taubman family had terminated the Voting Agreements.
Notwithstanding the termination of these written agreements, SPG Inc. and the
Purchaser continue to believe that Robert Taubman, the Taubman family and
various associates of the Taubman family acted to form a group voting position
for the purpose of blocking the Offer in violation of the Michigan Control Share
Act, and thus any voting rights with respect to the shares held or controlled by
the Taubman family of the Company's voting power should be invalidated. At a
hearing held on March 21, 2003, the United States District Court for the Eastern
District of Michigan (the "Court") heard the claims of SPG Inc. and the
Purchaser to invalidate the voting rights with respect to the shares held or
controlled by the Taubman family, which SPG Inc. and the Purchaser believe
comprise 33.6% of the Company's voting power. The Court has not yet issued a
ruling on the claims heard at the March 21, 2003 hearing.

If the Series B Preferred Stock held or controlled by the
Taubman family is not invalidated and the Taubman family continues to oppose the
Offer, it is unlikely that the conditions to the completion of the Offer will be
satisfied unless the Company Board or the holders of the Series B Preferred
Stock take actions to remove the impediments to the completion of the Offer.

AS OF 12:00 MIDNIGHT ON FEBRUARY 14, 2003, APPROXIMATELY 85%
OF THE COMPANY'S THEN OUTSTANDING COMMON STOCK HAD BEEN VALIDLY TENDERED INTO
THE OFFER AND NOT WITHDRAWN. NOTWITHSTANDING THIS OVERWHELMING MANDATE FROM THE
HOLDERS OF COMMON STOCK, THE COMPANY BOARD CONTINUES TO OPPOSE THE OFFER AND HAS
REFUSED TO TAKE STEPS TO FACILITATE THE OFFER. THE COMPANY BOARD HAS A FIDUCIARY
DUTY TO ACT IN THE BEST INTERESTS OF THE HOLDERS OF COMMON STOCK, WHO OWN
APPROXIMATELY 99% OF THE ECONOMIC VALUE OF THE COMPANY. AS DIRECTORS OF A PUBLIC
COMPANY, THE MEMBERS OF THE COMPANY BOARD

SHOULD NOT ABDICATE THEIR FIDUCIARY OBLIGATIONS BY HIDING BEHIND THE DICTATES OF
ANY PARTICULAR GROUP OF SHAREHOLDERS, PARTICULARLY SHAREHOLDERS (LIKE THE
TAUBMAN FAMILY) WITH INTERESTS DIVERGENT FROM THOSE OF THE COMPANY'S COMMON
SHAREHOLDERS.

If the Offer is consummated, the Offeror Parties currently
intend, as soon as practicable following completion 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
Offeror Parties or their respective subsidiaries) will be converted into the
right to receive an amount in cash equal to the highest price per Share paid by
the Purchaser pursuant to the Offer, without interest.

Completion of the Offer is subject to the terms and conditions
described in the Offer to Purchase, the Supplement and the related revised
Letter of Transmittal, copies of which are available upon request from the
Information Agent for the Offer, MacKenzie Partners, at the telephone numbers
and address listed below. 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 the Series B Preferred Stock. Each outstanding
share of Series A Preferred Stock and Series B Preferred Stock would remain
outstanding following completion of the Proposed Merger.

The Offeror Parties have repeatedly invited the Company and
the Company Board to negotiate the combination of the Company with the
Purchaser. The Offeror Parties have also indicated a willingness to discuss with
the Company Board and the Taubman family solutions that would address the
Taubman family's unique tax and economic situations, including allowing the
holders of interests in Taubman L.P., including the Taubman family, to retain
their economic interest in Taubman L.P., or at such holders' option, to
participate in a transaction on mutually acceptable terms to be agreed to by the
parties whereby such holders could receive either the Offer Price 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 transactions with the holders of such limited partnership
units, none of the Offeror Parties 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 interests in
Taubman L.P. 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 completion of such merger,
be converted into cash and/or securities of SPG Inc., or its affiliates or
certain affiliates of WEA in such amounts as are negotiated by SPG Inc., WEA and
the Company.

The Offer is conditioned upon, among other conditions set
forth in the Offer to Purchase and the Supplement, (i) there being validly
tendered and not withdrawn on or prior to the expiration of the Offer such
number of Shares that represents, together with Shares owned by the Offeror
Parties or any of their respective subsidiaries, at least two-thirds (2/3) of
the total voting power (as described in the Offer to Purchase and the
Supplement) of the Company, (ii) the Purchaser being satisfied, in its sole
discretion, that after completion of the Offer none of the Shares acquired by
the Purchaser shall be deemed "Excess Stock", (iii) full voting rights for all
Shares to be acquired by the Purchaser pursuant to the Offer having been
approved by the shareholders of the Company pursuant to the Michigan Control
Share Act 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 (iv) the Purchaser
being satisfied, in its sole discretion, that, after completion of the Offer,
the Michigan Business

Combination Act will not prohibit for any period of time, or impose any
shareholder approval requirement with respect to, the Proposed Merger or any
other business combination involving the Company and the Purchaser (or any other
affiliate of SPG Inc. or WEA).

The Offeror Parties are seeking to facilitate satisfaction of
the Excess Share Condition by seeking the approval of the Excess Share Proposal
at the 2003 Annual Meeting. Approval of the Excess Share Proposal would result
in an amendment of the Charter to provide that the Excess Share Provision shall
not apply to the Offeror Parties or certain of their affiliates or to any
securities of the Company held or acquired by the Offeror Parties or certain of
their affiliates.

On December 11, 2002, the Company filed the Company Schedule
14D-9 announcing that the Company Board had made certain amendments (the
"December 10 By-Law Amendments") to the By-Laws on December 10, 2002. The
December 10 By-Law Amendments included an amendment to opt out of the Michigan
Control Share Act and made certain other procedural changes, including requiring
advance notice for shareholder nominations and proposals. Accordingly, the
Offeror Parties believe that, as of the current date, the Control Share
Condition has been satisfied. Notwithstanding the foregoing, the Offeror Parties
believe there is a possibility that the Company could, through a further
amendment to the By-Laws, opt into the Michigan Control Share Act. If the
Company, through a further amendment to the 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.

In the Company Schedule 14D-9, the Company also disclosed that
the requirements of the Michigan Business Combination Act do not currently apply
to it. As a result, the Offeror Parties 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 again need to
be satisfied, and continue to be satisfied, before the Offer can be consummated.

The Offer is also subject to other terms and conditions
described in the Offer to Purchase, the Supplement and the related revised
Letter of Transmittal. The Offer is not conditioned on the Purchaser obtaining
financing. The Offer is scheduled to expire at 12:00 midnight New York City time
on March 28, 2003, unless the Offer is extended.

For a complete description of the terms of the Offer,
including conditions of the Offer and certain federal income tax consequences of
the Offer, please read the Offer to Purchase, the Supplement and the related
revised Letter of Transmittal.

THIS PROXY STATEMENT IS NEITHER A REQUEST FOR THE TENDER OF
SHARES NOR AN OFFER WITH RESPECT THERETO. THE OFFER IS MADE ONLY BY MEANS OF THE
OFFER TO PURCHASE, THE SUPPLEMENT AND THE RELATED REVISED LETTER OF TRANSMITTAL,
EACH AS AMENDED.

The Taubman family purportedly holds a significant voting
stake in the Company that may impede the potential sale of the Company,
including the satisfaction of certain conditions to the completion of the Offer.
While the Offeror Parties would prefer that the Company Board and the Taubman
family take actions to facilitate the Offer, they have also begun to take their
own steps to attempt to remove the impediments to the completion of the Offer.
On December 5, 2002, SPG Inc. and the Purchaser filed a Complaint for
Declaratory and Injunctive Relief (as amended by the First Amended

Complaint and the Second Amended Complaint (each as defined below), the
"Complaint") against the Company, the Company Board and certain members of the
Taubman family in the Court. On December 30, 2002, SPG Inc. and the Purchaser
filed a First Amended Complaint for Declaratory and Injunctive Relief against
the Company, the Company Board and certain members of the Taubman family in the
Court (the "First Amended Complaint"). Among other things, the Complaint seeks
to invalidate the effective veto power over the Offer that the Taubman family
purports to wield, and upon which the Company Board is implicitly relying. SPG
Inc. and the Purchaser also assert in the Complaint that the defendants are
violating Michigan law by engaging in conduct that is designed to impede the
Offer and injure shareholders.

The Complaint challenges a series of tactical corporate
mechanisms that purportedly give the Taubman family a blocking voting position
against the Offer, including: (i) the Excess Share Provision, which is
unalterable and unwaivable by the Company Board absent amendment of the Charter
by a two-thirds (2/3) shareholder vote, (ii) the Company Board issuing, in
violation of its fiduciary duties, shares of Series B Preferred Stock to the
Taubman family, which purported to increase the Taubman family's combined voting
power in the Company from less than 1% to over 30%, and (iii) that Robert
Taubman and the Taubman family, acting in concert with other shareholders of the
Company, formed a "group" to acquire 33.6% of the voting power in the Company
and that such an acquisition constitutes a "control share acquisition" under the
Michigan Control Share Act, which required the approval of the holders of a
majority of the disinterested shares of the Company's voting stock for such
shares to have voting rights.

In general, the Michigan Control Share Act relates to an
acquisition by any person or group of voting power over voting shares of a
Michigan corporation that would increase the voting power of such person or
group to or above one-fifth (1/5), one-third (1/3) or a majority of the total
voting power of all the voting shares of the corporation. Under the Michigan
Control Share Act, the shares acquired in such a "control share acquisition"
only have voting rights if a resolution granting full voting rights to those
shares is approved by a majority of the corporation's shareholders. SPG Inc. and
the Purchaser believe that in 2002 a "control share acquisition" occurred when
Robert Taubman, the Taubman family and various associates of the Taubman family
acted to form a group voting position for the purpose of blocking the Offer made
up of the Series B Preferred Stock and Common Stock held by members of the
Taubman family and certain associates of the Taubman family that together
purportedly comprised approximately 33.6% of the Company's voting power. SPG
Inc. and the Purchaser believe that under the Michigan Control Share Act, such a
transaction required the approval of the holders of a majority of the
disinterested shares of the Company's voting stock in order for any member of
the "group" to have the right to vote any shares of the "group." SPG Inc. and
the Purchaser believe that because no such shareholder approval has been sought
or given, those shares have no voting rights.

SPG Inc. and the Purchaser are seeking through the Complaint,
among other things, to invalidate any voting rights with respect to these
shares, on the ground (among others) that aggregation of shares by a "group"
purportedly comprising over one-third (1/3) of the Company's voting power
through the actions of Robert Taubman, the Taubman family and those persons who
entered into Voting Agreements with Robert Taubman was a "control share
acquisition" without a shareholder vote as required by the Michigan Control
Share Act. On January 28, 2003, the Company announced that Robert Taubman and
various associates of the Taubman family had terminated the Voting Agreements.
Notwithstanding the termination of these written agreements, SPG Inc. and the
Purchaser continue to believe that Robert Taubman, the Taubman family and
various associates of the Taubman family acted to form a group voting position
for the purpose of blocking the Offer in violation of the Michigan Control Share
Act, and thus any voting rights with respect to the shares held or controlled by
the Taubman family should be invalidated. At a hearing held on March 21, 2003,
the Court heard the claims of SPG Inc. and the Purchaser to invalidate the
voting rights with respect to the shares held or controlled by the Taubman

family, which SPG Inc. and the Purchaser believe comprise 33.6% of the Company's
voting power. The Court has not yet issued a ruling on the claims heard at the
March 21, 2003 hearing.

In addition, SPG Inc. and the Purchaser believe that the
Company Board violated its fiduciary duties in 1998 by its approval of the
issuance of the Series B Preferred Stock to the Taubman family. The Company
Board's approval of the issuance of the Series B Preferred Stock to the Taubman
family caused, and SPG Inc. and the Purchaser believe was intended to cause, a
fundamental reallocation of corporate power from the public shareholders to the
Taubman family. The issuance of the Series B Preferred Stock gave the Taubman
family, for the first time, the ability to exercise an effective veto power to
block any merger of the Company, to prevent the completion of any tender offer
to the public shareholders, and to defeat any proposed amendment to the Charter.
This is because a merger of the Company requires approval of two-thirds (2/3) of
the voting power of the Company and because a tender offer cannot be consummated
unless the Charter is amended to remove the Excess Share Provision, which
amendment also requires approval of two-thirds (2/3) of the Company's voting
power. SPG Inc. and the Purchaser believe that the issuance of the Series B
Preferred Stock was a breach of the Company Board's fiduciary duties because the
Series B Preferred Stock was issued for the impermissible purpose of giving the
Taubman family the ability to gain control over fundamental decisions with
respect to the Company and thus constituted an improper interference with the
rights of the public shareholders.

Furthermore, the issuance of the Series B Preferred Stock to
members of the Taubman family, who served on the Company Board at the time, and
were bound by fiduciary duties to protect the interests of holders of Common
Stock, was not disclosed in the press release that announced the 1998
restructuring transaction with the General Motors Pension Trusts in connection
with which the Series B Preferred Stock was purportedly issued (the "1998
Restructuring"). Indeed, the issuance of the Series B Preferred Stock was not
even mentioned until, on October 15, 1998, nearly two months after the 1998
Restructuring was first publicly announced, the Company made a filing with the
Commission on Form 8-K which stated that the Company "became obligated" to issue
the Series B Preferred Stock in connection with the 1998 Restructuring. Even
then, the filing provided no explanation of the fact that the Series B Preferred
Stock was issued for an aggregate of only $38,400 and purported to give the
Taubman family effective veto power over major transactions concerning the
Company including, in particular, any merger or unsolicited takeover offer. The
filing also failed to disclose that, through the issuance of the Series B
Preferred Stock primarily to the Taubman family, the Company Board had given the
Taubman family, acting together, a purported ability to effectively veto changes
to the Charter and By-Laws, thereby frustrating other fundamental corporate
changes that might be in the interest of the Company's public shareholders.

Through the Complaint, SPG Inc. and the Purchaser seek, among
other things, (i) a declaration that the Series B Preferred Stock and the other
shares purportedly held or controlled by the Taubman family do not have any
voting rights, (ii) a preliminary and permanent injunction preventing the
Taubman family from voting the shares held or controlled by it, and (iii) a
declaration that both the Company Board and the Taubman family have breached,
and continue to breach, their fiduciary duties to the Company's common
shareholders. SPG Inc. and the Purchaser believe that the Taubman family, which
holds an approximately 1% economic stake in the Company, should not be permitted
to use the Series B Preferred Stock and the other shares purportedly held or
controlled by it to veto the Offer and deny the holders of Common Stock the
ability to receive a premium for their Shares. The Taubman family's 1% economic
stake includes Common Stock and Series B Preferred Stock and is calculated on an
"as converted" basis at the fixed conversion ratio of 14,000 shares of Series B
Preferred Stock to one share of Common Stock.

On January 22, 2003, the Court issued an opinion and order
(the "Order") denying in part, and granting in part, the motion of the Company
and the other defendants to dismiss Count I of the

Complaint. In the Order, the Court held that the ISSUANCE in 1998 of the Series
B Preferred Stock by the Company to the Taubman family was not a "control share
acquisition" under the Michigan Control Share Act. However, the Court also ruled
that the Taubman family's purported blocking position in the Company could be
challenged by SPG Inc. and the Purchaser at the hearing held on March 21, 2003
on the grounds that the Taubman family's "group" voting power was obtained
without shareholder approval under the Michigan Control Share Act. The Court
held that SPG Inc. and the Purchaser had pled sufficient facts from which it
could infer that Robert Taubman and the Taubman family, acting in concert with
other shareholders of the Company, had formed a "group" to acquire 33.6% of the
voting power in the Company, and that such an acquisition constituted a "control
share acquisition" under the Michigan Control Share Act. Therefore, the Court
denied the Company's motion to dismiss SPG Inc.'s and the Purchaser's claim that
Robert Taubman, the Taubman family and those persons who entered into Voting
Agreements with Robert Taubman constituted a group and that their aggregation of
shares was a "control share acquisition." At the March 21 hearing, SPG Inc. and
the Purchaser presented their claims that (a) the 33.6% of the Company's voting
power that SPG Inc. and the Purchaser believe to be held or controlled by the
Taubman family should be invalidated because the formation of a group that
aggregated over one-third of the Company's voting power for the purpose of
opposing the Offer constituted a "control share acquisition" without a
shareholder vote; and (b) the Taubman family's Series B Preferred Stock was
improperly acquired in breach of fiduciary duties owed to the Company's public
shareholders.

If the Court rules in favor of SPG Inc. and the Purchaser
based on the claims presented at the March 21, 2003 hearing, the entire voting
control the Taubman family purportedly wields (which SPG Inc. and the Purchaser
believe comprises approximately 33.6% of the Company's voting power) is subject
to being legally invalidated.

On February 5, 2003, SPG Inc. and the Purchaser filed a second
amended complaint (the "Second Amended Complaint") with the Court against the
Company, the Company Board and certain members of the Taubman family. The Second
Amended Complaint includes amendments to add Mr. Randall J. Smith, a holder of
Common Stock, as a plaintiff and to update information regarding the Offer to
reflect certain changes to the Offer since the filing of the First Amended
Complaint.

A Tender Offer Statement on Schedule TO (which, as amended,
includes the Offer to Purchase, the Supplement and the related revised Letter of
Transmittal) relating to the Offer was initially filed by SPG Inc. and the
Purchaser with the Commission on December 5, 2002. An amendment to the Tender
Offer Statement on Schedule TO (which includes the Supplement) relating to the
Offer was filed by the Offeror Parties with the Commission on January 16, 2003.
Such documents and any amendments or supplements thereto may be obtained from
the Commission, upon payment of the Commission's customary charges, by writing
to the Commission's principal office at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549. Such materials also are available for inspection and
copying at the principal office of the Commission at the address set forth
immediately above, and at the Commission's regional office at Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. This information
also is available without charge on the Commission's website
(http://www.sec.gov).

Shares are NOT being sought for tender pursuant to this Proxy
Statement. Shares are only being sought for tender by means of and pursuant to
the terms of the Offer to Purchase, the Supplement and the related revised
Letter of Transmittal, as filed by the Offeror Parties with the Commission as
exhibits to the Purchaser's Tender Offer Statement on Schedule TO on December 5,
2002 and on January 16, 2003, respectively.

On February 26, 2003, Michigan Senate Bill 218, a proposal to
amend the MBCA, was introduced in the Michigan legislature ("Bill 218"). Bill
218, as proposed, would amend the MBCA to: (i) prohibit a corporation, if its
board were divided into classes with staggered terms of office, from

amending its articles of incorporation to reduce the terms of a director, amend
or repeal a provision dividing the board into classes, or change the number of
directors, without the prior approval of a majority of the directors then
serving, unless the corporation's articles provided otherwise; (ii) specify
that, for a corporation whose board was divided into classes, shareholders could
remove directors only for cause, unless the articles allowed removal without
cause; (iii) require that a proposed amendment to a corporation's articles be
adopted by the board of directors, if that corporation had publicly traded
stock; and (iv) allow the directors of a corporation (as well the shareholders)
to grant control shares acquired in a control share acquisition the same voting
rights as the shares had before the control share acquisition.

On March 5, 2003, the Michigan Senate Committee on Commerce
and Labor approved Bill 218. On March 13, 2003, Bill 218 was submitted to the
floor of the Michigan Senate for approval but was returned that same day to the
Committee on Commerce and Labor for reexamination. The Offeror Parties believe
Bill 218, if enacted, could adversely affect their ability to complete the
Offer. It is not clear whether Bill 218 will be passed by the Michigan
legislature in its current form, or alternatively, if it will be passed in any
form at all.

DIRECTORS TO BE ELECTED AT THE 2003 ANNUAL MEETING

According to publicly available information, the Company Board
currently consists of eight members divided into three classes. Each member of a
class of directors holds office until the third annual meeting next succeeding
his or her election and until his or her successor is elected or until his or
her death, resignation, retirement or removal. According to publicly available
information, the terms of office of Graham T. Allison and Peter Karmanos, Jr.,
and William S. Taubman, a director nominated by holders of Series B Preferred
Stock, will expire at the 2003 Annual Meeting. Additionally, as discussed in the
Company's 2002 Proxy Statement, due to the resignation of Mr. A. Alfred Taubman
from the Board of Directors in December 2001, a fourth director will be elected
at the 2003 Annual Meeting to fill the seat formerly held by Mr. Taubman.

THE PURCHASER NOMINEES

THE OFFEROR PARTIES RECOMMEND THAT YOU VOTE "FOR" THE ELECTION
OF THE PURCHASER NOMINEES TO THE COMPANY BOARD.

At the 2003 Annual Meeting, SPG Inc. and the Purchaser will
propose that the Purchaser Nominees be elected to fill the seats currently held
by Mr. Allison, Mr. Karmanos, Mr. William Taubman and the vacant seat formerly
held by Mr. A. Alfred Taubman. The Purchaser Nominees have furnished the
following information regarding their principal occupations and certain other
matters.

BENJAMIN R. CIVILETTI

Mr. Civiletti, age 67, has been Chairman of the law firm
Venable LLP ("Venable") from 1993 to the present and a partner with the firm
since 1981. Mr. Civiletti is the head of the corporate governance and
investigations practice at Venable and has directed a number of internal
investigations for large corporations. He was Managing Partner of Venable from
1987 until 1993. Mr. Civiletti is also a director of MBNA Corp. (NYSE: KRB),
MBNA America Bank, N.A., MBNA International Bank Limited, Wackenhut Corrections
Corporation (NYSE: WHC) and Bethlehem Steel Corporation (OTCBB:

BHMSQ).(1) In 2001, Mr. Civiletti was designated by the Attorney General of the
United States to serve on the Independent Review Board, established to monitor
activities of the Teamsters Union for compliance with federal racketeering laws.
He previously served as Attorney General of the United States from 1979 to 1981.
Mr. Civiletti is the former chairman of the Board of Greater Baltimore Medical
Center and the founding chairman of the Maryland Legal Services Corporation. Mr.
Civiletti is a fellow of the American Bar Foundation, the American Law
Institute, and the American College of Trial Lawyers. Mr. Civiletti was chairman
of the Maryland Governor's Commission on Welfare Policy in 1993, and a member of
the Maryland Governor's Task Force on Alternatives to Incarceration in 1991. Mr.
Civiletti's business address is c/o Venable LLP, 1201 New York Avenue, NW, Suite
1000, Washington, D.C. 20005.

DOUGLAS CROCKER II

Douglas Crocker II, age 62, has served as Vice Chairman of the
Board of Trustees of Equity Residential (NYSE: EQR), the nation's largest
apartment real estate investment trust ("Equity Residential"), since January
2003. From March 1993 to December 2002, Mr. Crocker served as Chief Executive
Officer and a Trustee of Equity Residential, and was also President of Equity
Residential from March 1993 until March 2002. Mr. Crocker has also served, since
June 1997, as a director of Wellsford Real Properties, Inc. (AMEX: WRP), a real
estate merchant banking firm, where he is a member of the compensation
committee. Mr. Crocker has also been a director since September 1998 of Ventas,
Inc. (NYSE: VTR), a public real estate company focusing on the ownership and
acquisition of health care properties, where he serves on the audit and
compensation committees. Since September 2002, Mr. Crocker has also served as a
director and member of the audit and compensation committees of Prime Group
Realty Trust (NYSE: PGE), a public office and industrial properties company. Mr.
Crocker has been President and Chief Executive Officer of First Capital
Financial Corporation ("First Capital"), previously a sponsor of public real
estate limited partnerships, since December 1992, and has been a director of
First Capital since January 1993. From November 1992 until March 1997, Mr.
Crocker was an Executive Vice President of Equity Financial and Management
Company, a subsidiary of Equity Group Investments, Inc. ("EGI"), that provides
strategic direction and services for EGI's real estate and corporate activities.
EGI is an owner, manager and financier of real estate and corporations. Mr.
Crocker also serves on boards and committees of various multi-family housing
associations, including the National Multi-Housing Council and the Multifamily
Council of the Urban Land Institute. Mr. Crocker's business address is c/o
Equity Residential, Two North Riverside Plaza, Suite 400, Chicago, Illinois
60606.

ROBERTA S. KARMEL

Roberta S. Karmel, age 65, has been a Professor of Law and
Co-director of the Center for the Study of International Business Law at
Brooklyn Law School since 1985. Professor Karmel was formerly associated with
the law firm Kelley Drye & Warren, LLP, where she was a partner from 1987 to
1994 and of counsel from 1995 until 2002. Since 1994, Professor Karmel has been
a member of the Board of Directors of Kemper Insurance Companies ("Kemper
Insurance"), an international provider of property-casualty insurance and risk
management services, where she has served on the Finance Committee since 1994.
Professor Karmel has also served on the Audit Committee of the Kemper Insurance
Board of Directors since 2000, and also serves as Chairperson of its Public
Policy Committee.

----------------------

(1) In October 2001, Bethlehem Steel Corporation filed a petition seeking relief
under Chapter 11 of the Bankruptcy Code. As of the date of this Proxy Statement,
bankruptcy proceedings were pending for Bethlehem Steel Corporation in the
United States Bankruptcy Court for the Southern District of New York.

From 1980 until 2000 Professor Karmel also served as a member of the Board of
Directors of the Mallinckrodt Group Inc. ("Mallinckrodt"), a manufacturer of
medical devices, pharmaceuticals and medical imaging equipment that was acquired
by Tyco International Ltd. in 2000. While on the Board of Directors of
Mallinckrodt, Professor Karmel served on the Audit Committee, Corporate
Governance Committee, Organization Committee and Compensation Committee at
various times. Professor Karmel also served as a Commissioner of the U.S.
Securities and Exchange Commission from 1977 until 1980 and as a director of the
New York Stock Exchange from 1983 until June 1989. From 1998 until 2001,
Professor Karmel served on the National Adjudicatory Council of NASD Regulation,
Inc. Professor Karmel's business address is c/o Brooklyn Law School, 250
Joralemon Street, Brooklyn, New York 11201.

MICHAEL S. KOENEKE

Mr. Koeneke, age 56, is the founder and a principal of
Knightspoint Partners, LLC, a private special situations fund formed for the
purpose of investing in small and mid-cap companies. Mr. Koeneke is the former
Chairman of Mergers & Acquisitions at the international investment bank and
financial services firm Merrill Lynch & Co. (NYSE: MER). While at Merrill Lynch
& Co., he was a member of the Management Committee of Investment Banking from
1993 to 1997. Prior to joining Merrill Lynch & Co. in 1993, Mr. Koeneke was
Managing Director and Head of the Mergers & Acquisitions Group at the investment
bank First Boston Corporation, where he worked from 1979 to 1993. Mr. Koeneke
holds an M.B.A from Harvard University and a B.B.A. from the University of
Michigan. Mr. Koeneke's business address is c/o Knightspoint Partners, LLC, The
Equitable Center, 787 Seventh Avenue, New York, New York 10019.

Each of the Purchaser Nominees has agreed to serve as a
director of the Company, if elected. The Offeror Parties do not expect that any
of the Purchaser Nominees will be unable to stand for election or serve as a
director, but if any vacancy in the slate of the Purchaser Nominees occurs for
any reason (including if the Company makes or announces any changes to its
By-Laws or takes or announces any other action that has, or if consummated would
have, the effect of disqualifying any or all of the Purchaser Nominees), the
shares of Common Stock and/or Series B Preferred Stock represented by the
enclosed GOLD proxy card will be voted for a substitute candidate, or
candidates, nominated by SPG Inc. and the Purchaser in compliance with the rules
of the Commission and any other applicable law.

Except as otherwise described herein, the Purchaser Nominees
and their associates will not receive any compensation from the Offeror Parties
for their service as directors of the Company. Pursuant to the terms of a
Nominee Engagement Letter entered into by the Offeror Parties and each of the
Purchaser Nominees, the Offeror Parties have agreed to pay each of the Purchaser
Nominees a one-time, lump sum payment of $20,000 in consideration of such
nominee's service as a nominee. If not otherwise reimbursed by the Company, the
Offeror Parties have agreed to reimburse the Purchaser Nominees for fees and
expenses in connection with serving as a nominee director, or a director,
including expenses related to his/her attendance at Company Board meetings. In
addition, pursuant to the terms of an Indemnity Agreement entered into by the
Offeror Parties and each of the Purchaser Nominees, the Offeror Parties have
agreed to indemnify the Purchaser Nominees against liabilities and costs and
expenses incurred with respect to their nomination and the election contest and,
if elected, their duties as a director of the Company. The Offeror Parties may,
but are not obligated to, obtain insurance policies covering any portion of such
indemnification.

According to publicly available information, if elected as
directors of the Company, each of the Purchaser Nominees who are not employees
of the Company would receive an annual retainer of $35,000 plus $1,000 for each
meeting of the Company Board and $1,000 for each committee meeting attended.
Each of the Purchaser Nominees, if elected, would be indemnified for service as
a director to

the same extent indemnification is provided to other directors under the
Charter. In addition, the Offeror Parties believe that upon election, each of
the Purchaser Nominees would be covered by the Company's officer and director
liability insurance, if any, and be entitled to any other benefits made
available to directors by the Company. The Offeror Parties disclaim any
responsibility for the foregoing information regarding the Company's director
compensation and benefits arrangements, as such information derives solely from
the Company's public filings.

None of the Purchaser Nominees owns any shares of common
stock, options to purchase shares of common stock or common share equivalents of
SPG Inc., the Purchaser or WEA. None of the Purchaser Nominees directly or
indirectly owns beneficially or of record any securities of the Company or any
of the Company's subsidiaries. None of the Purchaser Nominees has purchased or
sold any securities of the Company within the past two years. Except as
otherwise described herein with respect to the Offer, none of the Purchaser
Nominees, SPG Inc., the Purchaser or WEA has within the past year been party to
any contract, arrangement or understanding with any person with respect to any
securities of the Company. Except as otherwise expressly described herein with
respect to SPG Inc., the Purchaser and WEA, none of the Purchaser Nominees, SPG
Inc., the Purchaser or WEA has any substantial direct or indirect interest in
matters proposed to be acted on at the 2003 Annual Meeting as of the date
hereof.

To the knowledge of the Offeror Parties, there are no material
proceedings in which any of the Purchaser Nominees or any of their associates is
a party adverse to the Company or any of its subsidiaries, or proceedings in
which such Purchaser Nominees or associates have a material interest adverse to
the Company or any of its subsidiaries. To the knowledge of the Offeror Parties,
no occupation or employment was carried on by any of the Purchaser Nominees with
the Company or any corporation or organization which is or was a parent,
subsidiary or other affiliate of the Company, and none of the Purchaser Nominees
serves or has ever served as an officer or employee of the Company or on the
Company's Board of Directors.

Other than as disclosed in this Proxy Statement, to the
knowledge of the Offeror Parties, there are no arrangements or understandings
between any of the Purchaser Nominees and any other party pursuant to which any
such nominee was or is to be selected as a director or nominee.

To the knowledge of the Offeror Parties, none of the Purchaser
Nominees, their immediate family members, any corporation or organization of
which any of the Purchaser Nominees is an executive officer or partner, or is,
directly or indirectly, the beneficial owner of 10 percent (10%) or more of any
class of equity securities, or any trust or other estate in which any of the
Purchaser Nominees has a substantial beneficial interest or serves as a trustee
or in a similar capacity, has been indebted to the Company or its subsidiaries
at any time since January 1, 2002, in an amount in excess of $60,000.

To the knowledge of the Offeror Parties, none of the Purchaser
Nominees nor any of their associates has received any cash compensation, cash
bonuses, deferred compensation, compensation pursuant to plans, or other
compensation, from, or in respect of, services rendered on behalf of the
Company, or is subject to any arrangement described in Item 402 of Regulation
S-K under the Securities Act of 1933 ("Regulation S-K"). Other than as set forth
above, to the best of their knowledge and belief based on currently available
public filings of the Company, none of the Offeror Parties is aware of any other
arrangements pursuant to which any director of the Company was to be compensated
for services as a director of the Company during the Company's last fiscal year.

To the knowledge of the Offeror Parties, none of the
relationships regarding the Purchaser Nominees described under Item 404(b) of
Regulation S-K exists or has existed since January 1, 2002. To the knowledge of
the Offeror Parties, there are no relationships involving any of the Purchaser
Nominees or any of their associates that would have required disclosure under
Item 402(j) of Regulation

S-K had the Purchaser Nominees been directors of the Company. To the knowledge
of the Offeror Parties, none of the Purchaser Nominees has failed to file on a
timely basis any report required by Section 16(a) of the Exchange Act with
respect to securities of the Company.

REASONS TO VOTE FOR THE PURCHASER NOMINEES
AND FOR THE EXCESS SHARE PROPOSAL

The Offeror Parties urge all Shareholders to vote "FOR" the
election of the Purchaser Nominees and "FOR" the approval of the Excess Share
Proposal.

The Offeror Parties believe that the Offer is in the best
interests of the holders of the Common Stock who own approximately 99% of the
economic value of the Company. The Company Board has recommended against the
Offer despite the fact that the $20.00 price to be paid in the Offer represents
a 50% premium to the $13.32 closing price on the New York Stock Exchange on
October 15, 2002, the last trading day before SPG Inc. privately expressed its
interest in pursuing a business combination to the Company. Despite the fact
that approximately 85% of the then outstanding shares of Common Stock tendered
into the Offer as of February 14, 2003, the Company Board has repeatedly
rejected numerous invitations from the Offeror Parties to negotiate a
transaction in the best interests of holders of the Common Stock. In addition,
the Company Board has taken actions that frustrate the Shareholders' ability to
facilitate completion of the Offer, including approving certain amendments to
the By-Laws without a shareholder vote on December 20, 2002 (the "December 20
By-Law Amendments"), which purportedly removed the power to call a special
meeting of the Company from the Shareholders and gave it to the Company Board,
and also purportedly allowed the Company Board to delay the calling of a special
meeting. SPG Inc. and the Purchaser are challenging the validity of the December
20 By-Law Amendments through litigation. By voting for the Purchaser Nominees,
Shareholders can elect individuals who will represent the interests of the
holders of the Common Stock in an independent and unbiased manner. By voting for
the Excess Share Proposal, Shareholders will be facilitating the satisfaction of
conditions to the Offer. The Offeror Parties think the Shareholders themselves
should have the right to decide whether to accept the Offer.

BY VOTING FOR THE PURCHASER NOMINEES, SHAREHOLDERS HAVE THE
OPPORTUNITY TO ELECT DIRECTORS WHOM THE OFFEROR PARTIES BELIEVE WOULD CONSIDER
THE OFFER IN LIGHT OF ALL RELEVANT FACTS AND CIRCUMSTANCES. A VOTE FOR THE
APPROVAL OF THE EXCESS SHARE PROPOSAL WILL FACILITATE SATISFACTION OF CERTAIN
CONDITIONS TO THE OFFER.

Completion of the Offer is subject to the terms and conditions
described in the Offer to Purchase, the Supplement and the related revised
Letter of Transmittal. The Offeror Parties believe each of the Purchaser
Nominees will facilitate satisfaction of certain conditions to the Offer because
the Purchaser Nominees, if elected as directors to the Company Board, will act
in the best interests of all Shareholders, including holders of the Common
Stock, in accordance with Michigan law.

The Offeror Parties are also seeking to facilitate
satisfaction of the Excess Share Condition through the approval of the Excess
Share Proposal. The Excess Share Provision is a significant impediment to a
tender offer or merger involving the Company because it prevents any person from
holding or acquiring in excess of 8.23% (or, in certain cases with approval of
the Company Board, 9.9%) of the total aggregate value of the Company's
outstanding capital stock. Approval of the Excess Share Proposal would
facilitate the Offer by amending the Charter to provide that the Excess Share
Provision shall not apply to the Offeror Parties or certain of their affiliates
or to any securities of the Company held or acquired by the Offeror Parties or
certain of their affiliates.

Even if the Shareholders elect the Purchaser Nominees and
approve the Excess Share Proposal, completion of the Offer will depend on
whether certain other conditions to the Offer are satisfied. See the
"Introduction" and Section 9 of the Supplement and Sections 1 and 14 of the
Offer to Purchase for more information. The Company Board should take action to
eliminate these impediments to the Offer. By voting for the Purchaser Nominees,
Shareholders will have the opportunity to elect directors who will act in the
best interests of all Shareholders, including holders of the Common Stock, in
accordance with Michigan law.

YOU CAN TAKE SOME IMMEDIATE STEPS TO HELP OBTAIN THE MAXIMUM
VALUE FOR YOUR SHARES:

(1) SIGN, DATE AND RETURN YOUR GOLD PROXY CARD TODAY, VOTING
FOR THE ELECTION OF THE PURCHASER NOMINEES; AND

(2) SIGN, DATE AND RETURN YOUR GOLD PROXY CARD TODAY, VOTING
FOR THE APPROVAL OF THE EXCESS SHARE PROPOSAL; AND

(3) MAKE YOUR VIEWS KNOWN TO THE COMPANY BOARD.

BY TAKING THESE STEPS, YOU WILL FACILITATE THE SATISFACTION OF
CERTAIN CONDITIONS TO COMPLETION OF THE OFFER AND SEND THE COMPANY BOARD A CLEAR
MESSAGE THAT THEY SHOULD TAKE ALL NECESSARY STEPS TO GIVE THE HOLDERS OF COMMON
STOCK THE OPPORTUNITY TO RECEIVE $20 PER SHARE, IN CASH, IN THE OFFER.

A vote for the election of the Purchaser Nominees or for the
approval of the Excess Share Proposal will not obligate you to tender Shares in
the Offer. The Offeror Parties believe that holders of Common Stock should have
an opportunity to decide for themselves whether to accept the Offer.

THE EXCESS SHARE PROPOSAL

THE OFFEROR PARTIES RECOMMEND THAT YOU VOTE "FOR" THE APPROVAL
OF THE EXCESS SHARE PROPOSAL.

At the 2003 Annual Meeting, the Offeror Parties intend to
introduce a proposal to amend, among others, the provisions of Article III,
Section 2, Subsection (d) of the Charter (the "Excess Share Provision") to
provide that the Excess Share Provision shall not apply to (a) the Offeror
Parties, SPG L.P., Westfield America Limited Partnership, or any other entity
all of the equity interests of which are owned, directly or indirectly,
individually or collectively, by the Offeror Parties, SPG L.P., and/or Westfield
America Limited Partnership or (b) any securities of the Company held or
acquired by the Offeror Parties, SPG L.P., Westfield America Limited
Partnership, or any other entity all of the equity interests of which are owned,
directly or indirectly, individually or collectively, by the Offeror Parties,
SPG L.P., and/or Westfield America Limited Partnership. Completion of the Offer
is conditioned upon the Purchaser being satisfied, in its sole discretion, that
the Excess Share Provision has 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.

The Excess Share Provision currently prohibits any person or
entity, subject to certain specified exceptions, from owning greater than 8.23%
of the total aggregate value (calculated according to the most recent closing
price of the Shares on the New York Stock Exchange (the "NYSE") or, if
unavailable, by the Company Board in its good faith determination) of the
outstanding capital stock (the

"Ownership Limit"), which includes all outstanding Common Stock and preferred
stock of the Company; provided, however, that "look-through entities" may
receive an exception granted by the Company Board to increase their Ownership
Limit up to 9.9%. Any transfer that would result in any person owning in excess
of the Ownership Limit of the aggregate value of the outstanding Common Stock
and preferred stock of the Company, is void from the moment of attempted
transfer as to the shares of Common Stock and/or preferred stock of the Company
that are in excess of the Ownership Limit, and the intended transferee acquires
no rights, including voting rights, in such shares. The Company is required to
demand transfer of any stock transferred in excess of the Ownership Limit
("Excess Stock") to a designated agent, acting for the benefit of a charitable
organization chosen by the Company Board, who will then sell the Excess Stock in
an arm's length transaction, and who will also have the exclusive right to vote
the stock prior to sale.

For a company to qualify as a real estate investment trust, or
REIT, under the Code, not more than 50% of the value of the issued and
outstanding stock of the company may be owned, directly, or indirectly, by five
or fewer individuals (as defined in the Code) during the last half of a taxable
year other than the first year of the company's qualification as a REIT.
Completion of the Offer would not jeopardize the Company's status as a REIT
because none of the Offeror Parties would be deemed an individual (as defined in
the Code) for purposes of the restriction on concentration of ownership of REITs
as described above, nor would more than 50% in value of the Company's
outstanding stock be owned, directly or indirectly through attribution rules
under the Code, by or for more than 5 such individuals.

The Company's Excess Share Provision cannot be waived by the
Company Board, absent a Charter amendment, to allow any person to own more than
9.9% of the aggregate value of the Company's outstanding capital stock, subject
to certain specified exceptions. Article III, Section 2, Subsection (b) of the
Charter provides that actions to be taken by the shareholders of the Company
generally require the affirmative vote of two-thirds (2/3) of the company's
voting power ("Two-Thirds Shareholder Approval"). Two-Thirds Shareholder
Approval is required in order to amend the Excess Share Provision in order to
permit the Excess Share Condition to be satisfied. Shares not voted, including
"broker non-votes", and shares voted to "abstain" from such vote will have the
same effect as voting against approving the Excess Share Proposal.

The Offeror Parties believe that the Taubman family holds or
controls approximately one-third (1/3) of the voting power of the Company's
voting securities, primarily through its ownership of Series B Preferred Stock
issued in connection with the 1998 Restructuring, giving the Taubman family an
effective veto over any potential takeover. Although the 1998 Restructuring did
not deprive the holders of Common Stock of their ability to tender their Shares
into the Offer or vote their Shares in connection with matters relating to the
Offer or otherwise, the issuance of the Series B Preferred Stock in the 1998
Restructuring to holders of limited partnership interests in Taubman L.P.
(including the Taubman family) effectively disenfranchised the holders of Common
Stock by giving various members of the Taubman family the ability to exercise a
purported effective veto right over significant corporate transactions
(including tender offers for the Company's Common Stock, such as the Offer) that
affect and could benefit the Shareholders. In 2002, Robert Taubman, the Taubman
family and various associates of the Taubman family acted to consolidate this
purported effective veto right by giving Robert Taubman the purported ability to
control voting rights for shares of Series B Preferred Stock and Common Stock
held by members of the Taubman family and certain associates of the Taubman
family that together purportedly comprised over one-third (1/3) of the Company's
voting power. The Taubman family's purported effective veto right thus arises
through the combination of: (i) the voting stake in the Company purportedly
exercisable by Robert Taubman and the Taubman family, primarily through the
Series B Preferred Stock; (ii) the operation of the Company's Excess Share
Provision; and (iii) the Two-Thirds Shareholder Approval required to approve
amendments to certain provisions in the Charter and By-Laws.

SPG Inc. and the Purchaser, as well as other shareholders of
the Company, have commenced litigation regarding the legality of the voting
rights of the entire voting stake that SPG Inc. and the Purchaser believe to be
held or controlled by the Taubman family and the ability of the Taubman family
to vote these shares in order to prevent the Taubman family from, among other
things, using its shares to impede an amendment to the Charter which would allow
the satisfaction of the Excess Share Condition. On January 28, 2003, the Company
announced that Robert Taubman and various associates of the Taubman family had
terminated the Voting Agreements. Notwithstanding the termination of these
written agreements, SPG Inc. continues to believe that Robert Taubman, the
Taubman family and various associates of the Taubman family acted to form a
group voting position for the purpose of blocking the Offer in violation of the
Michigan Control Share Act, and thus any voting rights with respect to the
shares held or controlled by the Taubman family should be invalidated. At a
hearing held on March 21, 2003, the Court heard the claims of SPG Inc. and the
Purchaser to invalidate the voting rights with respect to the shares held or
controlled by the Taubman family, which SPG Inc. and the Purchaser believe
comprise 33.6% of the Company's voting power. The Court has not yet issued a
ruling on the claims heard at the March 21, 2003 hearing.

The Offeror Parties are soliciting your vote in favor of a
proposal by SPG Inc. and the Purchaser to amend the Charter to provide that the
Excess Share Provision shall not apply to (a) the Offeror Parties, SPG L.P.,
Westfield America Limited Partnership, or any other entity all of the equity
interests of which are owned, directly or indirectly, individually or
collectively, by the Offeror Parties, SPG L.P., and/or Westfield America Limited
Partnership or (b) any securities of the Company held or acquired by the Offeror
Parties, SPG L.P., Westfield America Limited Partnership, or any other entity
all of the equity interests of which are owned, directly or indirectly,
individually or collectively, by the Offeror Parties, SPG L.P., and/or Westfield
America Limited Partnership.

The approval of the Excess Share Proposal requires that either
(i) the effective veto power that the Taubman family purports to wield over the
Offer is invalidated as described in "The Tender Offer and Accompanying
Litigation" or (ii) the Company Board and/or the holders of the Series B
Preferred Stock act to remove impediments thereto.

NOMINATION AND QUORUM REQUIREMENTS; VOTING PROCEDURES

The By-Laws require that any Shareholder wishing to nominate
persons for election as directors or wishing to present business at an annual
meeting of the shareholders must give the Company written notice of any such
nominations, together with certain information regarding the nominees and the
nominating Shareholder, or information with respect to any such business to be
presented. Generally, such notice must be given not less than 60 days nor more
than 90 days prior to the first anniversary of the preceding year's annual
meeting. In 2002, the Company held its annual meeting on May 30. On March 28,
2003, SPG Inc. and the Purchaser delivered to the Company the notice and
information required by the By-Laws with respect to their nomination of the
Purchaser Nominees for election at the 2003 Annual Meeting and with respect to
their proposal that the Excess Share Proposal be approved at the 2003 Annual
Meeting.

Pursuant to Article I, Section 1.08 of the By-Laws, election
of the Purchaser Nominees to the Company Board requires the affirmative vote of
a plurality of the votes cast by the Company shares entitled to vote at the 2003
Annual Meeting, provided that a quorum is present. The presence in person or by
proxy of holders of at least a majority of the Company shares entitled to vote
at the 2003 Annual Meeting will constitute a quorum. Historically, the Company
has considered shares represented at a meeting by proxies reflecting "broker
non-votes" or abstentions to be present for purposes of its determination of
whether or not a quorum is present at a meeting. The Charter provides that the
Common Stock and the Series B Preferred Stock are the only classes of voting
shares of the Company. Subject to

SPG Inc.'s and the Purchaser's pending litigation challenging the voting rights
of certain shares of Common Stock and Series B Preferred Stock held or
controlled by the Taubman family, all outstanding shares of Common Stock and
Series B Preferred Stock as of the close of business on the Record Date, which
will be set by the Company, will be entitled to vote at the 2003 Annual Meeting.
Subject to the foregoing, each share of Common Stock and Series B Preferred
Stock will be entitled to one vote for each matter submitted for a vote.

Pursuant to Article III, Section 2, Subsection (b) of the
Charter, an amendment to the Charter requires the affirmative vote of two-thirds
(2/3) of the voting power of the Company, provided that a quorum is present.
Information concerning the determination of a quorum with respect to the Excess
Share Proposal is set forth in Article I, Section 1.07 of the By-Laws.

"Control shares" acquired in a "control share acquisition"
subject to the Michigan Control Share Act have only such voting rights as are
approved in a resolution adopted by the shareholders and, therefore, cannot be
voted on any matters coming before the shareholders, including the Excess Share
Proposal, unless and until such shareholder approval is obtained.

Based on the Company's Annual Report on Form 10-K for the year
ended December 31, 2002, the Company Schedule 14D-9 and Amendment No. 1 to the
Preliminary Proxy Statement, as of March 20, 2003, the Offeror Parties believe
there were issued and outstanding (i) 52,270,965 Shares, (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 (with any resulting fractional
shares to be redeemed for cash), (iii) 7,185,009 partnership units of Taubman
L.P. which have rights of conversion into 7,185,009 shares of Common Stock and
(iv) options to purchase 1,597,783 partnership units of Taubman L.P. Each
outstanding option is currently exercisable, and, pursuant to the Charter, each
unitholder who is issued a partnership unit of Taubman L.P. (whether upon
exercise of an option or otherwise) is also entitled to receive a share of
Series B Preferred Stock for a purchase price of $.001 per share.

Based on the foregoing and assuming the invalidation of the
voting rights of the entire voting stake that SPG Inc. and the Purchaser believe
to be held or controlled by the Taubman family (comprised of 25,141,582 shares
of Series B Preferred Stock owned by the Taubman family, 501,937 shares of
Common Stock owned by the Taubman family (which includes 300,000 shares of
Common Stock owned by Robert Taubman and William Taubman as a result of the
exercise of certain options), and 885,560 shares of Common Stock and 1,555,178
shares of Series B Preferred Stock subject to the recently terminated Voting
Agreements), the Offeror Parties believe that 50,883,468 shares of Common Stock
and 5,070,036 shares of Series B Preferred Stock would be eligible to vote in
connection with the election of the Purchaser Nominees to the Company Board and
the Excess Share Proposal. However, in the event that the voting rights of the
entire voting stake that SPG Inc. and the Purchaser believe to be held or
controlled by the Taubman family are valid, the Offeror Parties believe that
52,270,965 shares of Common Stock and 31,767,066 shares of Series B Preferred
Stock would be eligible to vote in connection with the election of the Purchaser
Nominees to the Company Board and the Excess Share Proposal.

The accompanying GOLD proxy card will be voted in accordance
with the Shareholder's instructions on such GOLD proxy card. Shareholders may
vote for the election of the entire slate of Purchaser Nominees or may withhold
their votes by marking the proper box on the GOLD proxy card. Shareholders may
also withhold their votes from any one or more of the Purchaser Nominees by
marking the proper box and writing the name of any such nominee in the space
provided on the GOLD proxy card. Notwithstanding the foregoing, the Offeror
Parties urge Shareholders to vote for all of the Purchaser Nominees on the
enclosed GOLD proxy card. If you return the GOLD proxy card but no direction is
given, the enclosed GOLD proxy card will be voted for the election of all of the
Purchaser Nominees.

The Offeror Parties believe that the Purchaser Nominees will
act in the best interests of all Shareholders, including holders of the Common
Stock, in accordance with Michigan law. Even if all of the Purchaser Nominees
are elected to the Company Board, they will not, acting alone, have the power to
direct actions of the Company since they will constitute less than a majority of
the Company Board. However, the Offeror Parties believe that election of the
Purchaser Nominees, who will represent the interests of the holders of the
Common Stock in an independent and unbiased manner, will facilitate the
elimination of certain impediments to the completion of the Offer.

ELECTION OF DIRECTORS IS BY PLURALITY VOTE. SHARES NOT VOTED,
INCLUDING "BROKER NON-VOTES," AND SHARES VOTED TO "ABSTAIN" FROM SUCH VOTE WILL
NOT BE TAKEN INTO ACCOUNT IN DETERMINING THE OUTCOME OF THE ELECTION OF
DIRECTORS.

A VOTE "FOR" THE PURCHASER NOMINEES OR "FOR" THE APPROVAL OF
THE EXCESS SHARE PROPOSAL WILL NOT OBLIGATE YOU TO TENDER YOUR SHARES OF COMMON
STOCK IN THE OFFER, NOR IS THE GRANT OF A PROXY TO THE OFFEROR PARTIES A
CONDITION TO TENDERING SHARES IN THE OFFER. BY VOTING "FOR" THE PURCHASER
NOMINEES, SHAREHOLDERS HAVE THE OPPORTUNITY TO ELECT DIRECTORS WHOM THE OFFEROR
PARTIES BELIEVE WOULD CONSIDER THE OFFER IN LIGHT OF ALL RELEVANT FACTS AND
CIRCUMSTANCES.

THE OFFEROR PARTIES STRONGLY RECOMMEND A VOTE "FOR" THE
PURCHASER NOMINEES.

The accompanying GOLD proxy card will be voted in accordance
with the Shareholder's instructions on such GOLD proxy card. Shareholders may
vote for the approval of the Excess Share Proposal or may withhold their votes
by marking the proper box on the GOLD proxy card. Notwithstanding the foregoing,
the Offeror Parties urge Shareholders to vote for the approval of the Excess
Share Proposal on the enclosed GOLD proxy card. If you return the GOLD proxy
card but no direction is given, the enclosed GOLD proxy card will be voted for
the approval of the Excess Share Proposal.

APPROVAL OF THE EXCESS SHARE PROPOSAL REQUIRES THE AFFIRMATIVE
VOTE OF TWO-THIRDS (2/3) OF THE COMPANY'S VOTING POWER. SHARES NOT VOTED,
INCLUDING "BROKER NON-VOTES", AND SHARES VOTED TO "ABSTAIN" FROM SUCH VOTE WILL
HAVE THE SAME EFFECT AS VOTING AGAINST APPROVAL OF THE EXCESS SHARE PROPOSAL.

THE OFFEROR PARTIES STRONGLY RECOMMEND A VOTE "FOR" THE
APPROVAL OF THE EXCESS SHARE PROPOSAL.

VOTING YOUR SHARES

WHETHER OR NOT YOU PLAN TO ATTEND THE 2003 ANNUAL MEETING, WE
URGE YOU TO VOTE "FOR" THE ELECTION OF THE PURCHASER NOMINEES AND "FOR" THE
APPROVAL OF THE EXCESS SHARE PROPOSAL BY SIGNING, DATING AND RETURNING THE
ENCLOSED GOLD PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE TODAY.

YOU MAY VOTE ON THE GOLD PROXY CARD EVEN IF YOU HAVE
PREVIOUSLY VOTED A PROXY PROVIDED TO YOU BY THE COMPANY BOARD. YOU

HAVE EVERY LEGAL RIGHT TO CHANGE YOUR VOTE--ONLY YOUR LATEST-DATED PROXY COUNTS.

IF YOU HOLD YOUR SHARES IN THE NAME OF ONE OR MORE BROKERAGE
FIRMS, BANKS OR NOMINEES, ONLY THEY CAN EXERCISE VOTING RIGHTS WITH RESPECT TO
YOUR SHARES AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, IT
IS CRITICAL THAT YOU PROMPTLY CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT
AND GIVE INSTRUCTIONS TO VOTE THE GOLD PROXY CARD FOR THE ELECTION OF THE
PURCHASER NOMINEES AND APPROVAL OF THE EXCESS SHARE PROPOSAL.

EXECUTION AND DELIVERY OF A PROXY BY A RECORD HOLDER OF SHARES
WILL BE PRESUMED TO BE A PROXY WITH RESPECT TO ALL SHARES HELD BY SUCH RECORD
HOLDER UNLESS THE PROXY SPECIFIES OTHERWISE.

ONLY SHAREHOLDERS OF RECORD AS OF THE RECORD DATE WILL BE
ENTITLED TO VOTE. IF YOU ARE A SHAREHOLDER OF RECORD AT THE CLOSE OF BUSINESS ON
THE RECORD DATE, YOU WILL RETAIN YOUR VOTING RIGHTS FOR THE 2003 ANNUAL MEETING
EVEN IF YOU SELL YOUR SHARES AFTER THE RECORD DATE. ALSO, THE TENDER OF YOUR
SHARES OF COMMON STOCK PURSUANT TO THE OFFER DOES NOT CONSTITUTE THE GRANT TO
THE PURCHASER OF A PROXY OR ANY VOTING RIGHTS WITH RESPECT TO THE TENDERED
SHARES UNTIL SUCH TIME AS SUCH SHARES ARE ACCEPTED FOR PAYMENT BY THE PURCHASER.
ACCORDINGLY, IT IS IMPORTANT THAT YOU VOTE THE SHARES HELD BY YOU ON THE RECORD
DATE, OR GRANT A PROXY TO VOTE SUCH SHARES ON THE GOLD PROXY CARD, EVEN IF YOU
HAVE TENDERED YOUR SHARES INTO THE OFFER OR IF YOU SELL OR TENDER YOUR SHARES OF
COMMON STOCK AFTER THE RECORD DATE.

YOUR PROXY IS IMMEDIATELY REVOCABLE, AND YOU MAY REVOKE YOUR
PROXY AT ANY TIME PRIOR TO ITS EXERCISE BY ATTENDING THE 2003 ANNUAL MEETING AND
VOTING IN PERSON (ALTHOUGH ATTENDANCE AT THE 2003 ANNUAL MEETING WILL NOT IN AND
OF ITSELF CONSTITUTE REVOCATION OF A PROXY), BY GIVING ORAL NOTICE OF REVOCATION
OF YOUR PROXY AT THE 2003 ANNUAL MEETING, OR BY DELIVERING A WRITTEN NOTICE OF
REVOCATION OR A DULY EXECUTED PROXY RELATING TO THE MATTERS TO BE CONSIDERED AT
THE 2003 ANNUAL MEETING AND BEARING A LATER DATE TO THE SECRETARY OF THE COMPANY
AT 200 EAST LONG LAKE ROAD, SUITE 300 P.O. BOX 200, BLOOMFIELD HILLS, MICHIGAN
48303. UNLESS REVOKED IN THE MANNER SET FORTH ABOVE, PROXIES IN THE FORM
ENCLOSED WILL BE VOTED AT THE 2003 ANNUAL MEETING FOR THE ELECTION OF DIRECTORS
AND FOR THE APPROVAL OF THE EXCESS SHARE PROPOSAL IN ACCORDANCE WITH YOUR
INSTRUCTIONS. IN THE ABSENCE OF SUCH INSTRUCTIONS, SUCH PROXIES WILL BE VOTED
FOR THE ELECTION OF THE PURCHASER NOMINEES (INCLUDING ANY SUBSTITUTES IF ANY
NOMINEE IS UNABLE TO SERVE OR FOR GOOD REASON WILL NOT SERVE) AND FOR THE
APPROVAL OF THE EXCESS SHARE PROPOSAL. IF ANY OTHER MATTERS ARE PROPERLY BROUGHT
BEFORE THE 2003 ANNUAL MEETING, SUCH PROXIES WILL BE VOTED ON SUCH MATTERS AS
THE PURCHASER AND SPG INC., IN THEIR SOLE DISCRETION AND CONSISTENT WITH THE
FEDERAL PROXY RULES, MAY DETERMINE.

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend the 2003 Annual Meeting, the
Offeror Parties urge you to vote FOR the Purchaser Nominees and FOR the approval
of the Excess Share Proposal by so indicating on the accompanying GOLD proxy
card and immediately mailing it in the enclosed postage paid envelope. You may
revoke your proxy at any time before it is voted at the 2003 Annual Meeting by
delivering a written notice of revocation or a later dated proxy for the 2003
Annual Meeting to the Company, 200 East Long Lake Road, Suite 300, P.O. Box 200,
Bloomfield Hills, Michigan 48303-0200, Attn: Secretary. Although a revocation
will be effective if delivered only to the Company, we request that you please
also send a copy of any such notice of revocation or later dated proxy to the
Offeror Parties, c/o MacKenzie Partners, Inc., 105 Madison Avenue, New York, New
York 10016.

Any abstention from voting on a proxy which has not been
revoked will count as a vote withheld, but will be included in computing the
number of shares of the Company's voting stock present for purposes of
determining whether a quorum is present at the annual meeting. If a broker
indicates on a proxy which has not been revoked that it does not have
discretionary authority to vote the shares subject to the proxy (a so-called
"broker non-vote"), the shares represented by that proxy will also be considered
present for purposes of determining the presence of a quorum at the annual
meeting but will not entitled to vote with respect to the applicable proposal
(and thus a broker non-vote will also have the same practical effect as a "no"
vote on such proposal).

If the Offeror Parties should terminate, or materially amend
the terms of, the Offer prior to the 2003 Annual Meeting, the Offeror Parties
will disseminate information regarding such changes to the Company's
shareholders and, in appropriate circumstances, will provide the Company's
shareholders with a reasonable opportunity to revoke their proxies prior to the
2003 Annual Meeting.

This Proxy Statement is not being delivered pursuant to the
provisions of the Michigan Control Share Act, and shall not, and is not intended
to, be construed as an acquiring person statement or a request for a control
share annual meeting. The By-Laws provide that the Michigan Control Share Act
does not apply to the Company.

If you have any questions about the voting of Shares please
call:

[MACKENZIE PARTNERS, INC. LOGO]
105 MADISON AVENUE
NEW YORK, NEW YORK 10016

CALL COLLECT: (212) 929-5500
OR
CALL TOLL-FREE: (800) 322-2885
FAX: (212) 929-0308

INFORMATION ABOUT PARTICIPANTS

SPG Inc. is a self-administered and self-managed REIT under
the Code. SPG L.P. is a subsidiary, and the primary operating partnership, of
SPG Inc. SPG L.P. is engaged primarily in the ownership, development,
management, leasing, acquisition, and expansion of income-producing properties,
primarily regional malls and community shopping centers. Through its affiliated
management companies, SPG L.P. provides architectural, design, construction and
other services to the properties SPG Inc. owns or in which SPG Inc. holds an
interest, as well as to certain other regional malls and community shopping
centers owned by third parties. SPG Inc. and SPG L.P. own or hold an interest in
242

income-producing properties in the United States, which consist of regional
malls, community shopping centers, specialty retail centers and office and
mixed-use properties in 36 states. SPG Inc. and SPG L.P. also own an interest in
five parcels of land held for future development. In addition, SPG Inc. and SPG
L.P. have ownership interests in eight additional retail real estate properties
operating in Europe and Canada. SPG Inc.'s principal executive offices are
located at National City Center, 115 West Washington Street, Suite 15 East,
Indianapolis, IN 46204, and its telephone number is (317) 636-1600.

SPG Inc. is subject to the informational filing requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance therewith, is required to file periodic reports, proxy statements and
other information with the Commission relating to its business, financial
condition and other matters. Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, and at the Commission's regional office located at Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Information
regarding the public reference facilities may be obtained from the Commission by
telephoning 1-800-SEC-0330. SPG Inc.'s filings are also available to the public
free of charge on the Commission's website (http://www.sec.gov). Copies of such
materials also may be obtained by mail from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. Copies of many of the items filed with the Commission and other
information concerning SPG Inc. are available for inspection at the offices of
the NYSE located at 20 Broad Street, New York, New York 10005.

The Purchaser is a Delaware corporation organized in November
2002 and a wholly owned direct subsidiary of SPG Inc., with its principal
offices located at National City Center, 115 West Washington Street, Suite 15
East, Indianapolis, IN 46204. The telephone number of the Purchaser is (317)
636-1600. The Purchaser has not carried on any activities other than in
connection with the Offer and the solicitation of proxies from the Company's
shareholders.

The Purchaser is not subject to the informational filing
requirements of the Exchange Act, and, accordingly, it does not file reports or
other information with the Commission relating to its business, financial
condition and other matters.

As of the date of this Proxy Statement, SPG Inc. and the
Purchaser owned 11,000 Shares, in the aggregate. On November 15, 2002, SPG Inc.
purchased 1,000 Shares at a purchase price of $16.90 per share in open market
transactions. On November 27, 2002, the Purchaser purchased 5,500 Shares at a
purchase price of $16.20 per share in open market transactions. Additionally, on
November 27, 2002, SPG Inc. purchased 2,700 Shares at a purchase price of $16.20
per Share and 1,800 Shares at a purchase price of $16.09 per Share, each in open
market transactions.

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.

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 Management Limited ("WAML") is the
responsible entity and trustee of Westfield America Trust. WAML is a wholly
owned subsidiary of Westfield Holdings Limited, an Australian company listed on
the Australian Stock Exchange.

WEA is not subject to the informational filing requirements of
the Exchange Act, and, accordingly, it does not file reports or other
information with the Commission relating to its business, financial condition
and other matters.

As of the date of this Proxy Statement, WEA did not own any
Shares.

Information regarding directors, executive officers and
employees of the Offeror Parties and other representatives of the Offeror
Parties who may solicit proxies or assist in the solicitation of proxies is set
forth on Schedule I hereto.

To the extent the matters to be acted upon at the 2003 Annual
Meeting may have an effect on the completion of the Offer, the Offeror Parties
may be deemed to have an interest in such matters as a result of (1) the
collective ownership by SPG Inc. and the Purchaser of 11,000 Shares, (2) the
Offeror Parties being participants in the Offer and (3) the Purchaser being a
proposed party to the Proposed Merger.

Except as set forth in this Proxy Statement, none of the
Offeror Parties or, to the knowledge of the Offeror Parties, any of the
individuals identified in Schedule I, the Purchaser Nominees, or any associates
or immediate family members of the foregoing persons, has had a direct or
indirect material interest in any transaction or series of similar transactions
since January 1, 2002, or any currently proposed transaction or series of
similar transactions, to which the Company or any of its subsidiaries was or is
to be a party in which the amount involved exceeds $60,000.

Except as set forth in this Proxy Statement, none of the
Offeror Parties or, to the knowledge of the Offeror Parties, any of the
individuals identified in Schedule I, the Purchaser Nominees, or any associates
of the foregoing persons, has any arrangement or understanding with any person
with respect to any future employment by the Company or its affiliates or with
respect to any future transactions to which the Company or any of its affiliates
will or may be a party.

Except for the Offer, the Offeror Parties are not aware of any
arrangements that may result in a change of control of the Company.

CERTAIN TRANSACTIONS BETWEEN THE OFFEROR PARTIES
AND THE COMPANY

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 broadband
networks to retailers for retail stores throughout the United States. As of
September 2002, the members of MerchantWired elected to discontinue operations.

In September 2000, certain affiliates of SPG Inc. and the
Company, along with certain other real estate companies, formed Constellation
Real Technologies, LLC for the purpose of incubating or acquiring real estate
related internet, e-commerce or telecommunications enterprises. Currently, the
only significant business investment of this entity is in FacilityPro, a service
provider to the real estate industry.

Certain affiliates of SPG Inc. and the Company, along with an
affiliate of The Mills Corporation, a publicly traded REIT, were each partners
in the Arizona Mills shopping center property, which is located in Phoenix,
Arizona. In the first quarter of 2002, the Company and The Mills Corporation
affiliate acquired the SPG Inc. affiliate's partnership interest in the Arizona
Mills shopping

center property for cash. Venable LLP, the law firm in which Mr. Civiletti, one
of the Purchaser Nominees, is a partner, represents The Mills Corporation in
connection with certain legal matters.

SOLICITATION OF PROXIES

Proxies will be solicited by mail, electronic mail, telephone,
facsimile or telegram, in person and by advertisement. Information regarding
directors, executive officers and employees of the Offeror Parties and other
representatives of the Offeror Parties who may solicit proxies or assist in the
solicitation of proxies is set forth on Schedule I hereto. Except as set forth
herein, none of the Offeror Parties, or to the best knowledge of the Offeror
Parties, any of the Purchaser Nominees or the persons listed in Schedule I
hereto, has any substantial interest in any matter to be acted upon at the 2003
Annual Meeting.

SPG Inc. has retained MacKenzie Partners for solicitation and
advisory services in connection with the solicitation of proxies in connection
with the 2003 Annual Meeting. MacKenzie Partners will be paid reasonable and
customary compensation and will be reimbursed for certain reasonable
out-of-pocket expenses for acting (a) as solicitor in connection with this Proxy
Statement and (b) as Information Agent in connection with the Offer. MacKenzie
Partners may also receive additional reasonable and customary compensation for
providing additional advisory services in connection with the solicitation of
proxies in connection with the 2003 Annual Meeting. SPG Inc. has also agreed to
indemnify MacKenzie Partners against certain liabilities and expenses, including
liabilities and expenses under U.S. state and federal securities laws.
Approximately 75 employees of MacKenzie Partners will assist in the solicitation
proxies from individuals, brokers, banks, bank nominees and other institutional
holders.

------------------------

SPG Inc. has retained Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch") to act as the dealer manager and as exclusive
financial advisor to it in connection with the Offer. SPG Inc. has agreed to pay
Merrill Lynch reasonable and customary compensation for these services and
reimburse Merrill Lynch (in its capacity as dealer manager and exclusive
financial advisor) for its reasonable out-of-pocket expenses, including the
reasonable fees and expenses of its outside counsel, incurred in connection with
its engagement, and will indemnify Merrill Lynch and certain related persons
against certain liabilities and expenses, including liabilities and expenses
under the federal securities laws. Merrill Lynch is also 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 SPG Inc., WEA and their respective affiliates and the Company and
its affiliates 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 financing, investment banking and other
advisory services to SPG Inc., WEA and their respective affiliates and are
expected to continue to render such services, for which they have received and
expect to continue to receive customary compensation from SPG Inc., WEA and
their respective affiliates.

The entire expense of soliciting proxies on behalf of the
Offeror Parties for the 2003 Annual Meeting is being borne by the Offeror
Parties. The Offeror Parties will not seek reimbursement for such expenses from
the Company. Costs of this solicitation of proxies (excluding costs relating to
the Offer) are expected to be approximately $_______. Total costs incurred to
date in furtherance of or in connection with the solicitation of proxies
(excluding costs relating to the Offer) are approximately $_______.

OTHER MATTERS AND ADDITIONAL INFORMATION

The Offeror Parties are not aware of any other substantive
matter to be considered at the 2003 Annual Meeting. However, if any other matter
properly comes before the 2003 Annual Meeting, the Offeror Parties will vote all
proxies held by them in accordance with their best judgment and consistent with
the federal proxy rules.

The information concerning the Company contained in this Proxy
Statement has been taken from or is 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 Offeror Parties, their respective
affiliates, Merrill Lynch, MacKenzie Partners or Computershare Investor Services
("Computershare"), the depositary for the Offer, 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 Offeror Parties, their respective affiliates, Merrill Lynch,
MacKenzie Partners or Computershare generally has access to a means of obtaining
independently verified information, or themselves verifying any such
information, concerning the Company. None of the Offeror Parties, their
respective affiliates, Merrill Lynch, MacKenzie Partners or Computershare 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 Offeror Parties, their respective
affiliates, Merrill Lynch, MacKenzie Partners or Computershare, except to the
extent required by law.

According to its Form 10-K for the year ended December 31,
2002, the Company was incorporated in the State of Michigan in 1973 and shares
of the Company were first issued to the public in 1992. The principal executive
offices of the Company are located at 200 East Long Lake Road, Suite 300, P.O.
Box 200, Bloomfield Hills, Michigan 48303 and its telephone number is (248)
258-6800.

According to its Form 10-K for the year ended December 31,
2002, the Company is a REIT under the Code and is the general partner of Taubman
L.P. Taubman L.P. is an operating subsidiary that engages in the ownership,
management, leasing, acquisition, development, and expansion of regional retail
shopping centers and interests therein.

The Company is subject to the informational filing
requirements of the Exchange Act, and, in accordance therewith, is required to
file periodic reports, proxy statements and other information with the
Commission relating to its business, financial condition and other matters. Such
reports, proxy statements and other information can be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at the Commission's
regional office located at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Information regarding the public reference facilities
may be obtained from the Commission by telephoning 1-800-SEC-0330. The Company's
filings with the Commission are also available to the public without charge on
the Commission's website (http://www.sec.gov). Copies of such materials also may
be obtained by mail from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Copies of many
of the items filed with the Commission and other information concerning the
Company are available for inspection at the offices of the NYSE located at 20
Broad Street, New York, New York 10005.

Shareholders will have no dissenters' rights with respect to
the election of directors or the approval of the Excess Share Proposal at the
2003 Annual Meeting.

CERTAIN LEGAL MATTERS; REQUIRED REGULATORY APPROVALS

Except as set forth in this Proxy Statement and in the Offer
to Purchase and the Supplement, based on its review of publicly available
filings by the Company with the Commission and other publicly available
information regarding the Company, the Offeror Parties are not aware of any
licenses or regulatory permits that would be material to the business of the
Company and its subsidiaries, taken as a whole, that might be adversely affected
by the acquisition of Shares (and the indirect acquisition of equity interests
in the Company's subsidiaries) by the Purchaser pursuant to the Offer as
contemplated by the Offer to Purchase, the Supplement and the related revised
Letter of Transmittal, or, except to the extent required by any foreign
regulatory authorities, any filings, approvals or other actions by or with any
domestic, foreign or supranational governmental authority or administrative or
regulatory agency that would be required prior to the acquisition of Shares (or
the indirect acquisition of the stock of the Company's subsidiaries) by the
Purchaser pursuant to the Offer as contemplated by the Offer to Purchase, the
Supplement and the related revised Letter of Transmittal. Should any such
approval or other action be required, there can be no assurance that any such
additional approval or action, if needed, would be obtained without substantial
conditions or that adverse consequences might not result to the Company's
business, or that certain parts of the Company's or the Offeror Parties'
businesses might not have to be disposed of or held separate or other
substantial conditions complied with in order to obtain such approval or action
or in the event that such approvals were not obtained or such actions were not
taken. The Purchaser does not presently intend, however, to delay the purchase
of Shares tendered pursuant to the Offer pending the receipt of any such
approval or the taking of any such action (subject to the Purchaser's right to
delay or decline to purchase Shares if any of the conditions described in the
Offer to Purchase, the Supplement and the related revised Letter of Transmittal
shall have occurred).

ANTITRUST. The acquisitions of Shares pursuant to the Offer
are exempt from the pre-merger notification and reporting obligations under the
Hart-Scott-Rodino Antitrust Improvements Act, although the Offer is subject to
substantive federal antitrust laws. Based upon information filed by the Company
with the Commission, the Offeror Parties do not believe that the Offer would be
anti-competitive or otherwise contrary to substantive federal antitrust laws.

STATE ANTI-TAKEOVER LAWS. A number of states (including
Michigan, where the Company is incorporated) have adopted takeover laws and
regulations which purport, to varying degrees, to be applicable to attempts to
acquire securities of corporations which are incorporated in such states or
which have substantial assets, security holders, principal executive offices or
principal places of business therein. The implications of such laws for the
Offer are described in the Offer to Purchase and the Supplement.

Except as set forth above and in the Offer to Purchase and the
Supplement, the Offeror Parties are not aware of any filings, approvals or other
actions by or with any federal or state governmental authority or administrative
or regulatory agency that would be required prior to the acquisition of the
Shares (or the indirect acquisition of the stock of the Company's subsidiaries)
by the Purchaser pursuant to the Offer.

SHAREHOLDER PROPOSALS FOR 2004 ANNUAL MEETING

According to the Company's proxy statement relating to its
2002 Annual Meeting of Shareholders, any notice of a qualified shareholder
submitting a proposal to be included in the Company's proxy statement for its
2003 Annual Meeting of Shareholders must have been in proper form and must have
been received by the Company no later than December 10, 2002.

As of the date hereof, the Company has not disclosed the dates
prior to which notices of nominations for election to the Company Board or
Shareholder proposals in respect of the Company's 2004 annual meeting of
Shareholders must be delivered to the Company. The Offeror Parties believe that,
in determining these dates, the following principles will apply:

- Under Rule 14a-8 promulgated under the Exchange Act, in
order for Shareholder proposals to be considered for
inclusion in the Company's proxy statement for the 2004
annual meeting of Shareholders, such proposals must be
received by the Secretary of the Company at 200 East Long
Lake Road, Suite 300, P.O. Box 200, Bloomfield Hills,
Michigan 48303-0200, not less than 120 calendar days
prior to the date of the proxy statement released by the
Company in connection with the 2003 Annual Meeting. If an
annual meeting is not held in 2003 or the date of the
2004 annual meeting varies by more than 30 days from the
date of the 2003 Annual Meeting, the Company will be
required to establish a deadline a reasonable time prior
to printing and mailing its proxy materials for the 2004
annual meeting.

- Under Section 1.06(A) of the By-Laws, for notices of
nominations or other business to be properly brought
before an annual meeting, notice must be given not less
than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting;
provided, however, that in the event that the date of the
annual meeting is advanced by more than 30 days, or
delayed by more than 60 days, from such anniversary date,
notice by the Shareholder to be timely must be delivered
not earlier than the 90th day prior to such annual
meeting and not later than the close of business on the
later of the 60th day prior to such annual meeting or the
10th day following the day on which public announcement
of the date of such meeting is first made.

Further information regarding the applicable dates for
nominations of directors and Shareholder proposals will be contained in the
Company's proxy statement for the 2003 Annual Meeting.

* * * * *

PLEASE SIGN, DATE AND MAIL THE ENCLOSED GOLD PROXY CARD
PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. BY SIGNING AND
MAILING THE ENCLOSED PROXY CARD, ANY PROXY PREVIOUSLY SIGNED BY YOU RELATING TO
THE SUBJECT MATTER HEREOF WILL BE AUTOMATICALLY REVOKED.

This Proxy Statement is neither a request for the tender of
Shares nor an offer with respect thereto. The Offer is made only by means of the
Offer to Purchase, the Supplement and the related revised Letter of Transmittal.

By voting for the election of the Purchaser Nominees and/or
the approval of the Excess Share Proposal, a Shareholder is not required to
tender Shares in the Offer and would not be prohibited from later voting against
a proposed business combination with the Purchaser.

SIMON PROPERTY GROUP, INC.
SIMON PROPERTY ACQUISITIONS, INC.
WESTFIELD AMERICA, INC.
Dated: ______ __, 2003

SCHEDULE I

INFORMATION CONCERNING THE DIRECTORS AND
EXECUTIVE OFFICERS OF SPG INC.

The following table sets forth the name of each director and
executive officer of SPG Inc. who may also assist MacKenzie Partners in
soliciting proxies from the Company's shareholders. Unless otherwise noted, each
person's business address is c/o Simon Property Group, Inc., National City
Center, 115 West Washington Street, Indianapolis, Indiana 46204. None of the
officers, directors or employees of SPG Inc. set forth in the table below will
receive compensation for soliciting proxies other than their ordinary
compensation as an officer, director or employee, as the case may be.

DIRECTORS AND EXECUTIVE OFFICERS OF SPG INC.

NAME AGE TITLE
---- --- -----

Birch Bayh.................................. 75 Director
Melvyn E. Bergstein......................... 60 Director
Hans C. Mautner............................. 65 Vice Chairman of the Board
G. William Miller........................... 77 Director
J. Albert Smith, Jr......................... 62 Director
Pieter S. van den Berg...................... 56 Director
Philip J. Ward.............................. 54 Director
Melvin Simon................................ 76 Co-Chairman of the Board
Herbert Simon............................... 68 Co-Chairman of the Board
David Simon................................. 41 Chief Executive Officer and Director
Richard S. Sokolov.......................... 53 President, Chief Operating Officer and Director
Fredrick W. Petri........................... 56 Director
M. Denise DeBartolo York.................... 52 Director
Gary L. Lewis............................... 44 Executive Vice President - Leasing
Stephen E. Sterrett......................... 47 Executive Vice President - Chief Financial Officer
John Rulli.................................. 46 Executive Vice President and Chief Administrative
Officer
J. Scott Mumphrey........................... 51 Executive Vice President - Property Management
James M. Barkley............................ 51 General Counsel and Secretary
Andrew A. Juster............................ 50 Senior Vice President and Treasurer
Shelly J. Doran............................. 44 Vice President - Investor Relations

I-1

INFORMATION CONCERNING THE DIRECTORS
AND EXECUTIVE OFFICERS OF WEA

The following table sets forth the name of each director and
executive officer of WEA who may also assist MacKenzie Partners in soliciting
proxies from the Company's shareholders. Unless otherwise noted, each person's
business address is c/o Westfield America, Inc., 11601 Wilshire Boulevard, 12th
Floor, Los Angeles, California 90025. None of the officers, directors or
employees of WEA set forth in the table below will receive compensation for
soliciting proxies other than their ordinary compensation as an officer,
director or employee, as the case may be.

DIRECTORS AND EXECUTIVE OFFICERS OF WEA

NAME AGE TITLE
---- --- -----

Peter S. Lowy............................... 44 Director; President and Chief Executive Officer
Richard E. Green............................ 60 Director; Vice Chairman of Operations
Mark A. Stefanek............................ 48 Director; Chief Financial Officer and Treasurer
Peter R. Schwartz........................... 43 Senior Executive Vice President
Dimitri Vazelakis........................... 49 Executive Vice President
John Schroder............................... 39 Executive Vice President
Randall J. Smith............................ 53 Executive Vice President
Roger D. Burghdorf.......................... 55 Executive Vice President

I-2

SCHEDULE II

PRINCIPAL SHAREHOLDERS OF THE COMPANY

Set forth below is information regarding the Common Stock and
the Series B Preferred Stock owned by persons owning more than 5% of the total
number of shares of Common Stock or Series B Preferred Stock. Except as
otherwise indicated elsewhere in this Schedule II, such information is derived
from (i) Amendment No. 1 to the Preliminary Proxy Statement filed on February
25, 2003, (ii) the Company's Annual Report on Form 10-K for the year ended
December 31, 2002 (the "2002 Annual Report"), (iii) the Schedule 13D of Robert
S. Taubman and the other reporting persons listed therein, filed on January 18,
2000, amended by an Amendment No. 1 to Schedule 13D, dated November 14, 2002 and
an Amendment No. 2 to Schedule 13D, dated January 28, 2003 (the "Taubman Family
Schedule 13D") and (iv) the Company Schedule 14D-9. All percentages set forth
below are based on 52,270,965 shares of Common Stock outstanding as of March 20,
2003, based on the 2002 Annual Report and 31,767,066 shares of Series B
Preferred Stock outstanding as of February 19, 2003, based on Amendment No. 1 to
the Preliminary Proxy Statement.

According to the Charter, the Series B Preferred Stock
generally votes with the Common Stock on all matters. As described above under
"The Tender Offer and Accompanying Litigation," however, SPG Inc. and the
Purchaser, as well as other shareholders of the Company, have commenced
litigation challenging the legality of the voting rights of the shares held or
controlled by the Taubman family, in whole or in part, and the ability of the
Taubman family to vote these shares. According to the Company's public filings,
the 31,767,066 outstanding shares of Series B Preferred Stock 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). Common Stock figures
shown below assume that outstanding shares of Series B Preferred Stock are not
converted into Common Stock.

Based on information reported in or derived from the 2002
Annual Report and Amendment No. 1 to the Preliminary Proxy Statement, SPG Inc.
and the Purchaser believe that certain holders of partnership interests ("Units
of Partnership Interests" or "Units") in The Taubman Realty Group Limited
Partnership ("TRG") have the ability to convert 7,185,009 Units into an equal
number of shares of Common Stock. Common Stock figures shown below assume that
outstanding Units are not converted into shares of Common Stock. According to
the 2002 Annual Report, SPG Inc. and the Purchaser believe that there are
options to purchase 1,597,783 Units outstanding (each of which entitles the
holder thereof to purchase one Unit which, in turn, is convertible into one
share of Common Stock). Common Stock figures shown below assume that outstanding
options to purchase Units are not exercised.

------------------------------------------------------------------------------------------------------------------------------
Shares of
Shares of Series B
Common Preferred
Stock Stock Percent of Total Shares
Name and Address of Beneficially Percent of Beneficially Series B Beneficially Percent of
Beneficial Owner Owned Common Stock Owned Preferred Stock Owned Total Shares
------------------------------------------------------------------------------------------------------------------------------

A. Alfred Taubman
1820 S. Ocean Blvd.
South Palm Beach,
Florida 33480 186,937 (1) * 24,582,057 (2) 77.4% 24,768,994 29.5%
------------------------------------------------------------------------------------------------------------------------------

II-1

Morgan Stanley, Dean
Witter, & Co.

Morgan Stanley Dean Witter
Asset Management, Inc.
1585 Broadway
New York, NY 10036 5,325,013(3) 10.2% 0 N/A 5,325,013 6.3%
------------------------------------------------------------------------------------------------------------------------------
Security Capital Group
Incorporated

Security Capital Research
Management Incorporated
11 South LaSalle Suite 200
Chicago, IL 60603 5,002,220 9.6% 0 N/A 5,002,220 6.0%
------------------------------------------------------------------------------------------------------------------------------
LaSalle Investment
Management, Inc.

LaSalle Investment Management
(Securities), L.P. 200 East
Randolph Drive Chicago,
Illinois 60601 4,253,350(4) 8.1% 0 N/A 4,253,350 5.1%
------------------------------------------------------------------------------------------------------------------------------
Cohen & Steers Capital
Management, Inc.
757 Third Avenue
New York, NY 10017 3,216,375 6.2% 0 N/A 3,216,375 3.8%
------------------------------------------------------------------------------------------------------------------------------
Deutsche Bank AG

Taunusanlage 12, D-60325
Frankfurt am Main
Federal Republic of Germany 3,169,974 6.1% 0 N/A 3,169,974 3.8%
------------------------------------------------------------------------------------------------------------------------------

---------------------

* less than 1%

(1) Based on information set forth in Amendment No. 1 to the Preliminary
Proxy Statement, includes 100 shares of Common Stock owned by Mr. A.
Taubman's revocable trust and 186,837 shares of Common Stock held by
TRA Partners ("TRAP"). Mr. A. Taubman's trust is the managing general
partner of TRAP and has the sole authority to vote and dispose of the
Common Stock held by TRAP. Mr. A. Taubman disclaims any beneficial
ownership of the Common Stock held by TRAP and the other entities
discussed in footnote (2) below beyond his pecuniary interest in the
entities that own the securities.

(2) Based on information set forth in Amendment No. 1 to the Preliminary
Proxy Statement, shares of Series B Preferred Stock are owned by Mr. A.
Taubman in the same manner and in the same amounts as the Units of
Partnership Interest (which Units are NOT convertible into shares of
Common Stock pursuant to the Second Amended and Restated Continuing
Offer, effective as of May 11, 2000, by the Company to certain holders
of Units) held by Mr. A. Taubman as described below.

Mr. A. Taubman's holdings of Units of Partnership Interests consist of
9,875 Units of Partnership Interest held by Mr. A. Taubman's trust,
17,699,879 Units of Partnership Interest owned by TRAP, 11,011 Units of
Partnership Interest owned by Taubman Realty Ventures ("TRV"), of which
Mr. A. Taubman's trust is the

II-2

managing general partner, and 1,975 Units of Partnership Interest held
by Taub-Co Management, Inc. ("Taub-Co"). Because, according to
Amendment No. 1 to the Preliminary Proxy Statement, the sole holder of
voting shares of Taub-Co is Taub-Co Holdings Limited Partnership, of
which Mr. A. Taubman's trust is the managing general partner, Mr. A.
Taubman may be deemed to be the beneficial owner of the Units of
Partnership Interest held by Taub-Co. According to Amendment No. 1 to
the Preliminary Proxy Statement, Mr. A. Taubman disclaims beneficial
ownership of any Units held by Taub-Co beyond his pecuniary interest in
Taub-Co. Also includes 6,327,098 Units of Partnership Interest owned by
TG Partners Limited Partnership ("TG Partners"), 445,191 Units held by
a subsidiary of TG Partners (such subsidiary and TG Partners are
collectively referred to as "TG") and 87,028 Units of Partnership
Interest which are held by Courtney Lord, the Company's Senior Vice
President of Leasing, but for which Mr. Lord has granted an irrevocable
proxy to TG Partners. The 87,028 Units held by Mr. Lord are not
presently entitled to any partnership distributions except in the event
of a liquidation. Such Units will be released from the irrevocable
proxy and become entitled to receive distributions over the three years
remaining in the original five-year vesting period. Because, according
to Amendment No. 1 to the Preliminary Proxy Statement, Mr. A. Taubman,
through control of TRV's and TG Partners' managing partner, has sole
authority to vote and (subject to certain limitations) dispose of the
Units of Partnership Interest held by TRV and TG, respectively, Mr. A.
Taubman may be deemed to be the beneficial owner of all of the Units of
Partnership Interest held by TRV and TG. Mr. A. Taubman disclaims
beneficial ownership of any Units of Partnership Interest held by TRV
and TG beyond his pecuniary interest in those entities. Mr. A. Taubman
disclaims any beneficial ownership of the Series B Preferred Stock held
by TRAP and the other entities discussed above in footnote (1) beyond
his pecuniary interest in the entities that own the securities.
Schedule III to this Proxy Statement sets forth the security ownership
of management. All of the 24,768,994 shares reported as being
beneficially owned by Mr. A. Taubman described above in this note (2)
and in note (1) above are included in the shares listed for Mr. Robert
S. Taubman, Chairman of the Company Board and Chief Executive Officer
of the Company on Schedule III.

(3) Based on information set forth in Amendment No. 1 to the Preliminary
Proxy Statement, held on behalf of various investment advisory clients,
none of which holds more than 5% of the Common Stock.

(4) Based on information set forth in Amendment No. 1 to the Preliminary
Proxy Statement, includes ownership of Common Stock on behalf of
Stichting Pensioenfonds Voor de Gezondheid Geestelijke en
Maatschappelijke Belangen.

II-3

SCHEDULE III

SECURITY OWNERSHIP OF MANAGEMENT

Set forth below is information regarding the Common Stock and
the Series B Preferred Stock owned by directors and officers of the Company,
individually and as a group on a combined basis. Such information is derived
from (i) Amendment No. 1 to the Preliminary Proxy Statement filed on February
25, 2003, (ii) the 2002 Annual Report, (iii) the Taubman Family Schedule 13D and
(iv) the Company Schedule 14D-9 and is based on the Offeror Parties' belief that
notwithstanding the termination of the Voting Agreements (as defined below) in
January 2003, a group continues to exist. The group's shares are comprised of
shares held or controlled by the Taubman Family and the shares subject to the
recently terminated Voting Agreements. All percentages set forth below are based
on 52,270,965 shares of Common Stock outstanding as of March 20, 2003, based on
the 2002 Annual Report and 31,767,066 shares of Series B Preferred Stock
outstanding as of February 19, 2003, based on Amendment No. 1 to the Preliminary
Proxy Statement.

According to the Charter, the Series B Preferred Stock
generally votes with the Common Stock on all matters. As described above under
"The Tender Offer and Accompanying Litigation," however, SPG Inc. and the
Purchaser, as well as other shareholders of the Company, have commenced
litigation challenging the legality of the voting rights of the shares held or
controlled by the Taubman family, in whole or in part, and the ability of the
Taubman family to vote these shares. According to the Company's public filings,
the 31,767,066 outstanding shares of Series B Preferred Stock 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). Unless otherwise noted,
Common Stock figures shown below assume that outstanding shares of Series B
Preferred Stock are not converted into Common Stock.

Based on information reported in or derived from the 2002
Annual Report and Amendment No. 1 to the Preliminary Proxy Statement, the
Offeror Parties believe that certain holders of Units have the ability to
convert 7,185,009 Units into an equal number of shares of Common Stock. Unless
otherwise noted, Common Stock figures shown below assume that outstanding Units
are not converted into shares of Common Stock. According to the 2002 Annual
Report, the Offeror Parties believe there are options to purchase 1,597,783
Units outstanding (each of which entitles the holder thereof to purchase one
Unit which, in turn, is convertible into one share of Common Stock). Unless
otherwise noted, Common Stock figures shown below assume that outstanding
options to purchase Units are not exercised.

----------------------------------------------------------------------------------------------------------------------------------
Shares of
Series B
Shares of Preferred Percent of
Common Stock Percent Stock Series B Total Shares Percent
Beneficially of Common Beneficially Preferred Beneficially of Total
Name and Address of Beneficial Owner Owned Stock Owned Stock Owned Shares
----------------------------------------------------------------------------------------------------------------------------------

Robert S. Taubman 2,178,048(1) 4.1% 26,697,030(2) 84.0% 28,875,078(3) 34.0%
----------------------------------------------------------------------------------------------------------------------------------
William S. Taubman 710,535(4) 1.3% 5,925(5) * 716,460 *
----------------------------------------------------------------------------------------------------------------------------------
Lisa A. Payne 608,328(6) 1.2% 0 N/A 608,328 *
----------------------------------------------------------------------------------------------------------------------------------
Courtney Lord 2,034(7) * 280,125(8) * 282,159 *
----------------------------------------------------------------------------------------------------------------------------------
John L. Simon 5,191(9) * 0 N/A 5,191 *
----------------------------------------------------------------------------------------------------------------------------------

III-1

----------------------------------------------------------------------------------------------------------------------------------
Graham T. Allison 1,430 * 0 N/A 1,430 *
----------------------------------------------------------------------------------------------------------------------------------
Allan J. Bloostein 5,000 * 0 N/A 5,000 *
----------------------------------------------------------------------------------------------------------------------------------
Jerome A. Chazen 10,000 * 0 N/A 10,000(10) *
----------------------------------------------------------------------------------------------------------------------------------
S. Parker Gilbert 130,000(11) * 0 N/A 130,000 *
----------------------------------------------------------------------------------------------------------------------------------
Peter Karmanos, Jr. 40,000 * 0 N/A 40,000 *
----------------------------------------------------------------------------------------------------------------------------------
Directors and Executive Officers as a Group 2,980,031 5.6% 26,977,155 84.9% 29,957,186 35.3%
----------------------------------------------------------------------------------------------------------------------------------

--------------------

* less than 1%

(1) Based on information set forth in Amendment No. 1 to the Preliminary
Proxy Statement and the Taubman Family Schedule 13D and based on the
Offeror Parties' belief that notwithstanding the termination of the
Voting Agreements in January 2003, a group continues to exist. The
group's shares are comprised of shares held or controlled by the
Taubman Family and the shares subject to the recently terminated Voting
Agreements, consisting of A) 885,560 shares of Common Stock subject, in
the aggregate, to the following voting agreements that were terminated
on January 28, 2003: (1) Voting Agreement among Mr. R. Taubman, Max M.
Fisher, as Trustee of The Max M. Fisher Revocable Trust, and Martinique
Hotel, Inc. (the "Fisher Agreement"); (2) Voting Agreement between Mr.
R. Taubman and John Rakolta Jr., Terry Rakolta, the Eileen Heather
Vanderkloot Irrevocable Trust, U/A dated 12/22/92, the Lauren Rakolta
Irrevocable Trust, U/A dated 12/22/92, the Paige Alexandra Rakolta
Irrevocable Trust, U/A dated 12/22/92 and the John Rakolta, III
Irrevocable Trust, U/A dated 12/22/92 (the "Rakolta Agreement"); and
(3) Voting Agreement between Mr. R. Taubman and Robert C. Larson as
Trustee of the Robert C. Larson Revocable Trust u/a/d 11/24/96, as
amended (the "Larson Agreement", and together with the Fisher Agreement
and the Rakolta Agreement, the "Voting Agreements"); B) 245,016
presently vested options (each of which entitles the holder thereof to
purchase one Unit which, in turn, is convertible into one share of
Common Stock) granted to Mr. R. Taubman; C) 545,535 presently vested
options (each of which entitles the holder thereof to purchase one Unit
which, in turn, is convertible into one share of Common Stock) granted
to William S. Taubman; and D) 501,937 shares of Common Stock
collectively held by Mr. R. Taubman, together with The A. Alfred
Taubman Restated Irrevocable Trust, Mr. W. Taubman, TRA Partners, TRV,
Taub-Co, TG Partners and R&W-TRG LLC ("R&W") (the "Taubman Family").

(2) Based on information set forth in the Amendment No. 1 to the
Preliminary Proxy Statement and the Taubman Family Schedule 13D,
consists of 1,555,178 shares of Series B Preferred Stock subject, in
the aggregate, to the Voting Agreements that were terminated on January
28, 2003 and 25,141,852 shares of Series B Preferred Stock held by the
Taubman Family.

(3) Based on information set forth in Amendment No. 1 to the Preliminary
Proxy Statement and the Taubman Family Schedule 13D, the Voting
Agreements that were terminated in January 2003 provided that Mr. R.
Taubman has the sole and absolute right to vote 885,560 shares of
Common Stock and 1,555,178 shares of Series B Preferred Stock. The
Offeror Parties believe that notwithstanding the termination of such
Voting Agreements on January 28, 2003, a "group" continues to exist.
The group's share are comprised of shares held or controlled by the
Taubman family and the shares subject to the recently terminated Voting
Agreements. Thus, the Offeror Parties believe that the shares subject
thereto should thus be allocated to Mr. R. Taubman.

(4) Based on information set forth in Amendment No. 1 to the Preliminary
Proxy Statement and the Taubman Family Schedule 13D, consists of
545,535 shares of Common Stock that Mr. W. Taubman has the right to
receive upon the exchange of Units of Partnership Interest that are
subject to vested options granted under the 1992 Incentive Option Plan
of TRG ("Incentive Options"), 150,000 shares of Common Stock owned by
Mr. W. Taubman and 15,000 shares of Common Stock owned by his children
and for which Mr. W. Taubman disclaims any beneficial interest.
According to Amendment No. 1 to the Preliminary Proxy

III-2

Statement, excludes all shares of Voting Stock held by TRAP, TRV,
Taub-Co, or TG because Mr. W. Taubman has no voting or dispositive
control over such entities' assets. Mr. W. Taubman disclaims any
beneficial interest in the Voting Stock held by TRAP, TRV, Taub-Co, and
TG beyond his pecuniary interest in the entities that own the
securities.

(5) Based on information set forth in Amendment No. 1 to the Preliminary
Proxy Statement, excludes 547,945 shares of Series B Preferred Stock
that R&W holds and that are included in Mr. R. Taubman's holdings
described in footnote (2) above. According to Amendment No. 1 to the
Preliminary Proxy Statement, excludes all shares of Voting Stock held
by TRAP, TRV, Taub-Co, or TG because Mr. W. Taubman has no voting or
dispositive control over such entities' assets. Mr. W. Taubman
disclaims any beneficial interest in the Series B Preferred Stock held
by R&W and in the Voting Stock held by TRAP, TRV, Taub-Co, and TG
beyond his pecuniary interest in the entities that own the securities.

(6) Based on information set forth in Amendment No. 1 to the Preliminary
Proxy Statement, consists of 7,500 shares of Common Stock that Ms.
Payne owns and 600,828 shares of Common Stock that Ms. Payne will have
the right to receive in exchange for Units of Partnership Interest that
are subject to vested Incentive Options.

(7) Based on information set forth in Amendment No. 1 to the Preliminary
Proxy Statement, consists of 1,504 shares of Common Stock owned by Mr.
Lord and 530 shares of Common Stock owned by Mr. Lord's wife for which
he disclaims any beneficial interest.

(8) Based on information set forth in Amendment No. 1 to the Preliminary
Proxy Statement, consists of 280,125 shares of Series B Preferred Stock
acquired by Mr. Lord in exchange for all of Mr. Lord's equity interest
in Lord Associates, Inc. in November 1999. According to Amendment No. 1
to the Preliminary Proxy Statement, does not include 87,028 shares of
Series B Preferred Stock acquired by Mr. Lord in connection with the
Lord Associates transaction for which Mr. Lord has granted to TG
Partners an irrevocable proxy and over which Mr. Lord has no voting or
dispositive power.

(9) Based on information set forth in Amendment No. 1 to the Preliminary
Proxy Statement, consists of 2,000 shares of Common Stock that Mr.
Simon owns and 3,191 shares of Common Stock which Mr. Simon may be
deemed to own through his investment in the Taubman Centers Stock Fund,
one of the investment options under the Company's 401(k) Plan.

(10) Based on information set forth in Amendment No. 1 to the Preliminary
Proxy Statement, excludes 15,000 shares of Series A Cumulative
Redeemable Stock ("Series A Preferred Stock") owned by Mr. Chazen and
30,000 shares (or, in the aggregate, less than 1%) of Series A
Preferred Stock owned by his children and for which Mr. Chazen
disclaims any beneficial ownership. The Series A Preferred Stock does
not entitle its holders to vote.

(11) Based on information set forth in Amendment No. 1 to the Preliminary
Proxy Statement, includes 80,000 shares of Common Stock held by The
Gilbert 1996 Charitable Remainder Trust, an irrevocable trust of which
Mr. Gilbert is a co-trustee. According to the Preliminary Proxy
Statement, Mr. Gilbert disclaims any beneficial interest in such shares
beyond any deemed pecuniary interest as the result of his wife's
current beneficial interest in the trust.

III-3

Except as otherwise noted, the information concerning the Company contained in
this Proxy Statement 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 SPG Inc., the
Purchaser, WEA or their respective affiliates 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 SPG
Inc., the Purchaser, WEA or their respective affiliates generally has access to
a means of obtaining independently verified information, or themselves verifying
any such information, concerning the Company. None of SPG Inc., the Purchaser,
WEA or their respective affiliates takes 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 SPG Inc., the Purchaser, WEA or their respective affiliates, except
to the extent required by law.

IMPORTANT

Tell your Board of Directors what you think! Your vote is
important. No matter how many Shares you own, please give the Offeror Parties
your proxy FOR the election of the Purchaser Nominees as directors and FOR the
approval of the Excess Share Proposal by taking three steps:

1. SIGNING the enclosed GOLD proxy card.

2. DATING the enclosed GOLD proxy card.

3. MAILING the enclosed GOLD proxy card TODAY in the
envelope provided (no postage is required if mailed
in the United States).

If you hold your Shares in the name of one or more brokerage
firms, banks or nominees, only they can exercise voting rights with respect to
your Shares and only upon receipt of your specific instructions. Accordingly, it
is critical that you promptly contact the person responsible for your account
and give instructions to vote the GOLD proxy card FOR the election of the
Purchaser Nominees as directors and FOR the approval of the Excess Share
Proposal.

If you have any questions or require any assistance in voting
your Shares, please call:

[MACKENZIE PARTNERS, INC. LOGO]
105 MADISON AVENUE
NEW YORK, NEW YORK 10016

CALL COLLECT: (212) 929-5500
OR
CALL TOLL-FREE: (800) 322-2885
FAX: (212) 929-0308

(FORM OF PROXY CARD)

PRELIMINARY COPY
SUBJECT TO COMPLETION
___________, 2003

PROXY FOR 2003 ANNUAL MEETING OF SHAREHOLDERS OF
TAUBMAN CENTERS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF SIMON PROPERTY GROUP, INC., SIMON
PROPERTY ACQUISITIONS, INC. AND WESTFIELD AMERICA, INC.

The undersigned hereby appoints ___________ and __________ and
each of them, with full power of substitution, as proxies of the undersigned to
represent and to vote all shares of common stock, par value $.01 per share, and
Series B Preferred Stock, par value $.001 per share, of Taubman Centers, Inc., a
Michigan corporation (the "Company"), which the undersigned is entitled to vote
at the 2003 Annual Meeting of the Company's shareholders or at any adjournments,
postponements or reschedulings thereof (the "2003 Annual Meeting") as follows:

1. To elect as Directors the nominees listed below:

Benjamin R. Civiletti, Douglas Crocker II, Roberta S. Karmel
and Michael S. Koeneke.

In their discretion, the proxies are authorized to vote (1)
for the election of any replacement nominee for a nominee for whom the
undersigned voted if the original nominee is unable to serve or for good reason
will not serve and (2) upon such other business as may properly come before the
meeting other than the items set forth above.

[ ] FOR all nominees

[ ] WITHHOLD authority for all nominees

[ ] FOR all nominees listed above, except vote withheld from
the following nominee(s):

-------------------------------------------------

THE OFFEROR PARTIES STRONGLY RECOMMEND A VOTE FOR ALL PURCHASER
NOMINEES.

2. Excess Share Proposal: To amend the Company's Restated
Articles of Incorporation to provide that the Excess Share Provision shall not
apply to (a) Simon Property Group, Inc., SPG L.P., Simon Property Acquisitions,
Inc., Westfield America, Inc., Westfield America Limited Partnership, or any
other entity all of the equity interests of which are owned, directly or
indirectly, individually or collectively, by Simon Property Group, Inc., SPG
L.P., Simon Property Acquisitions, Inc., Westfield America, Inc. and/or
Westfield America Limited Partnership or (b) any securities of the Company held
or acquired by Simon Property Group, Inc., SPG L.P., Simon Property
Acquisitions, Inc., Westfield America, Inc., Westfield America Limited
Partnership, or any other entity all of the equity interests of which are owned,
directly or indirectly, individually or collectively, by Simon Property Group,
Inc., SPG L.P., Simon Property Acquisitions, Inc., Westfield America, Inc.
and/or Westfield America Limited Partnership.

[ ] FOR

[ ] WITHHOLD

[ ] AGAINST

THE OFFEROR PARTIES STRONGLY RECOMMEND A VOTE FOR THE APPROVAL
OF THE EXCESS SHARE PROPOSAL.

(Continued and to be dated and signed on reverse side.)

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE FOUR PURCHASER NOMINEES AND FOR THE APPROVAL OF THE EXCESS SHARE PROPOSAL.

The undersigned hereby acknowledges receipt of the Proxy
Statement dated ___________ 2003, of Simon Property Group, Inc., Simon Property
Acquisitions, Inc. and Westfield America, Inc. relating to the 2003 Annual
Meeting. The undersigned hereby revokes any proxies heretofore given by the
undersigned relating to the subject matter hereof and confirms all that the
proxies may lawfully do by virtue hereof.

DATED:
-------------------------------------

-------------------------------------------
(Signature)

-------------------------------------------
(Signature if jointly held)

Title:
-------------------------------------

Please sign exactly as name appears hereon.
When shares are held jointly, signatures
should include both names. When signing as
an attorney, executor, administrator,
trustee or guardian, please give full title
as such. If a corporation, please give full
corporate name of the President or other
authorized officer. If a partnership, please
give the partnership name of the authorized
person.

PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY IN THE POSTAGE-PAID

ENVELOPE ENCLOSED

SIMON PROPERTY GROUP, INC.
SIMON PROPERTY ACQUISITIONS, INC.
WESTFIELD AMERICA, INC.
C/O MACKENZIE PARTNERS, INC.
105 Madison Avenue
New York, New York 10016