Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
09 März 2018 - 9:08PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
|
☐
|
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 Under Rule 14a-12
|
TAUBMAN CENTERS, INC.
|
(Name of Registrant as Specified in Its Charter)
|
|
LAND & BUILDINGS CAPITAL GROWTH FUND, LP
L & B REAL ESTATE OPPORTUNITY FUND, LP
LAND & BUILDINGS GP LP
LAND & BUILDINGS INVESTMENT MANAGEMENT,
LLC
JONATHAN LITT
|
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
|
Payment of Filing Fee (Check the appropriate box):
|
☐
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
(1)
|
Title of each class of securities to which transaction applies:
|
|
(2)
|
Aggregate number of securities to which transaction applies:
|
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined):
|
|
(4)
|
Proposed maximum aggregate value of transaction:
|
|
☐
|
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:
|
|
(2)
|
Form, Schedule or Registration Statement No.:
|
Land & Buildings Investment
Management, LLC, together with the other participants named herein (collectively, “Land & Buildings”), intends
to file a preliminary proxy statement and accompanying proxy card with the Securities and Exchange Commission to be used to solicit
votes for the election of a director nominee at the 2018 annual meeting of shareholders (the “2018 Annual Meeting”)
of Taubman Centers, Inc., a Michigan corporation, and for the approval of a business proposal to be presented at the 2018 Annual
Meeting.
The following materials
were posted by Land & Buildings to www.savetaubman.com:
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Land & Buildings Investment Management,
LLC, together with the other participants named herein (collectively, "Land & Buildings "), intends to file a preliminary
proxy statement and accompanying proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit
votes for the election of its director nominee at the 2018 annual meeting of shareholders (the “2018 Annual Meeting”)
of Taubman Centers, Inc., a Michigan corporation (“TCO” or, the “Company”), and for the approval of a business
proposal to be presented at the 2018 Annual Meeting.
LAND & BUILDINGS STRONGLY ADVISES ALL STOCKHOLDERS
OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE
PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.
REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the proxy solicitation
are anticipated to be Land & Buildings Capital Growth Fund, LP, a Delaware limited partnership (“L&B Capital”
), L & B Real Estate Opportunity Fund, LP, a Delaware limited partnership (“L&B Opportunity”), Land & Buildings
GP LP, a Delaware limited partnership (“L&B GP”), Land & Buildings Investment Management, LLC, a Delaware limited
liability company (“L&B Management”) and Jonathan Litt.
As of the date hereof, L&B Capital directly
owns 234,400 shares of Common Stock, $0.01 par value, of the Company (the "Shares”). As of the date hereof, L&B
Opportunity directly owns 206,600 Shares. As of the date hereof, 576,647 Shares were held in certain accounts managed by L&B
Management (the “Managed Accounts”). L&B GP, as the general partner of each of L&B Capital and L&B Opportunity,
may be deemed the beneficial owner of the (i) 234,400 Shares owned by L&B Capital and (ii) 206,600 Shares owned by L&B
Opportunity. L&B Management, as the investment manager of each of L&B Capital and L&B Opportunity, and as the investment
advisor of the Managed Accounts, may be deemed the beneficial owner of the (i) 234,400 Shares owned by L&B Capital, (ii) 206,600
Shares owned by L&B Opportunity, and (iii) 576,647 Shares held in the Managed Accounts. Mr. Litt, as the managing principal
of L&B Management, may be deemed the beneficial owner of the (i) 234,400 Shares owned by L&B Capital, (ii) 206,600 Shares
owned by L&B Opportunity, and (iii) 576,647 Shares held in the Managed Accounts. In addition, as of the date hereof, Mr. Litt
directly owns 436 shares of the Company’s 6.5% Series J Cumulative Redeemable Preferred Stock, no par value.
Taubman Centers Prfd K (NYSE:TCOPK)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Taubman Centers Prfd K (NYSE:TCOPK)
Historical Stock Chart
Von Jul 2023 bis Jul 2024