The offer was the third to be rejected by the Taubman company, Taubman said.Simon said it is willing to pay $20 per TCO share in cash. The company hasenlisted Westfield America Inc. and said it will move forward withacquisition plans if two-thirds of Taubman shareholders tender theiroutstanding shares by Feb. 14.

The mega-mall developer was started by his father, the famous - but laterdisgraced and jailed - A. Alfred Taubman. Robert Taubman said he believes hiscompany is the most productive and successful mall real estate investmenttrust in the country.

"We have one of the most productive portfolios in the country, with thehighest rents and highest sales. I would not be surprised if we didn't havethe best growth in real estate," Taubman told GlobeSt.com.

For the five years ending Nov. 13, the date immediately prior to the publicannouncement of Simon's initial proposal, Taubman Centers delivered morethan an 80% total return to shareholders as compared to 63% for Simon, said Taubman officials.Other reasons to reject the offer include a promising return rate onnewly developed properties, said Taubman officials.

Taubman also said the Board followed a deliberate process in evaluating thebuy-out proposal, using the advice of business experts such as Goldman,Sachs and Co. He said he's not disappointed by the attention his company has received."We're happy about the spotlight that's been shown on us, it's shown howattractive our assets are," Taubman said.

David Simon, CEO of the self-named company, said he would stop allacquisition efforts if two-thirds of the outstanding common shares aren'ttendered by Feb. 14.

However, Taubman said he's not sure how Simon's company could even handletrying to take over his firm."They've already said they're willing to throw away $10 million to $20million to see if anything can happen (for the sale)," Taubman said. "That'snot good corporate judgment. It's a significant waste of assets."

He said shareholders should not tender their shares to Simon."Evaluate that company," Taubman said. "They have aging, tired malls, and nomeaningful growth on their own. We're not here to solve Simon's problems."

Taubman has also said that more than one-third of stock is owned by family andacquantances who are not willing to sell. The company charter says a salecan only be approved by a shareholder vote of 2/3 or more. Simon is suingTaubman, claiming some of the top shareholders are not valid.