Simon is trying to take over the company, and has asked Taubman shareholdersto tender their shares for $20 per share. Simon is trying to get a 2/3majority of the Taubman shareholder vote, allowing the purchase of theMichigan-based real estate investment trust, and has sued in court to knock somecontrol from the top Taubman family and friends who own more than 1/3 of thestock.

Taubman had denied the president's family's original-issue shares ofpreferred stock in 1998 was a "control share acquisition" under the MichiganControl Share Acquisitions Act," an allegation included inIndianapolis-based Simon Property Group Inc.'s attempt to wrest control ofthe smaller retail REIT.However, a judge allowed dismissal of a portion of Simon's suit, concludingthat the Michigan Control Share Acquisition Act does not pertain to a directissue from the corporation of its own shares, and that the issuance ofSeries B stock to (the Taubman family) in 1998 was not a "control shareacquisition," said Taubman officials.

Consequently, the issuance of the Series B shares did not require ashareholder vote, said the Michigan REIT.The company said it will continue to contest the rest of Simon's claims,which it also considers to be without merit.

The law firms of Wachtell, Lipton, Rosen & Katz; Miro, Weiner & Kramer, PC;and Honigman Miller Schwartz and Cohn, LLP are acting as legal advisors toTaubman Centers.