SECOND AMENDED AND RESTATED CONTINUING OFFER
For valuable consideration, the receipt and sufficiency of which
Taubman Centers, Inc., a Michigan corporation (the "Company"), acknowledges,
effective as of May 16, 2000, the Company hereby amends and restates in its
entirety the Company's offer (as amended and restated, this "Continuing Offer")
to each Initial Offeree (as defined below) and each Designated Offeree (as
defined below) to exchange any or all Partnership Interests (as defined below)
or Rights (as defined below) owned by each such person in exchange for shares of
Common Stock (as defined below) upon the terms and conditions set forth below.
This Continuing Offer supersedes a similar offer originally made November 30,
1992, which such offer was amended and restated in its entirety effective as of
September 30, 1997. The purpose of amending and restating this Continuing Offer
is to make technical revisions to accurately reflect the impact of the 1998
reorganization described as follows:
A. On September 23, 1998, the Company's principal operating
partnership, The Taubman Realty Group Limited Partnership, a Delaware limited
partnership ("TRG") formed two limited liability companies (the "Companies")
pursuant to the Delaware Limited Liability Company Act and, in exchange for all
of the membership interests in each of the Companies, contributed to the
Companies all of its right, title, and interest in and to certain of its assets,
subject to certain liabilities.
B. On September 30, 1998, TRG distributed TRG's entire interest in the
Companies to GMPTS Limited Partnership ("GMPTS"), a Delaware limited
partnership, in redemption of GMPTS's entire interest in TRG.
The Company now wishes to amend and restate in its entirety this
Continuing Offer, to reflect the redemption of GMPTS's entire interest in TRG
and certain related changes made to the Partnership Agreement (defined below).
The Company has determined that this modification of the prior offer is not
adverse to the offerees of such prior offer.
1. Definitions.
In this Continuing Offer, whenever the context so indicates, the
singular or plural number, and the masculine, feminine, or neuter gender shall
each be deemed to include the other, the terms "he", "his," and "him" shall
refer to an Initial Offeree or a Designated Offeree, and the following terms
shall have the indicated meanings:
"Act" means the Securities Act of 1933, as amended, and the rules and
regulations of the Commission under such Act, all as the same shall be in effect
at the relevant time.
"Actually" means, with respect to holding or owning Units of
Partnership Interest, those Units of Partnership Interest with respect to which
the referenced Person is (i) set forth on the books and records of TRG as the
owner thereof (the "Record Partner") or (ii) a designee of a Record Partner as
provided in Section 5.2(c) of the Partnership Agreement, in either case without
regard to Beneficial Ownership or Constructive Ownership.
"Beneficial Ownership" means ownership of shares of Capital Stock (or,
for purposes of the definitions of "Actually" and "Eligible Holder," Partnership
Interests) (i) by a Person who owns such shares of Capital Stock (or Partnership
Interests) in his own name or is treated as an owner of such shares of Capital
Stock (or Partnership Interests) constructively through the application of
Section 544 of the Code, as modified by Sections 856(h)(1)(B) and 856(h)(3)(A)
of the Code; or (ii) by a person who falls within the
definition of "Beneficial Owner" under Section 776(4) of the Michigan Business
Corporation Act. The terms "Beneficial Owner", "Beneficially Owns" and
"Beneficially Owned" shall have the correlative meanings.
"Board of Directors" means the Board of Directors of the Company and
any Committee of the Board of Directors established pursuant to the Bylaws of
the Company with specific authority in respect of this Continuing Offer given to
such Committee.
"Business Day" means any Day on which the New York Stock Exchange is
open for trading.
"Capital Stock" means the Common Stock and the Preferred Stock,
including shares of Common Stock and Preferred Stock that have become Excess
Stock.
"Cash Tender Agreement" means the Amended and Restated Cash Tender
Agreement, dated as of May 16, 2000, among the Company and certain holders of
Partnership Interests.
"Code" means the Internal Revenue Code of 1986, as the same shall be in
effect at the relevant time.
"Common Stock" means the Common Stock of the Company, par value $.01
per share.
"Company" means Taubman Centers, Inc., a Michigan corporation.
"Constructive Ownership" means ownership of shares of Capital Stock
(or, for purposes of the definitions of "Actually" and "Eligible Holder,"
Partnership Interests) by a Person who owns such shares of Capital Stock (or
Partnership Interests) in his own name or would be treated as an owner of such
shares of Capital Stock (or Partnership Interests) constructively through the
application of Section 318 of the Code, as modified by Section 856(d)(5) of the
Code. The terms "Constructive Owner", "Constructively Owns", and "Constructively
Owned" shall have the correlative meanings.
"Day" means each calendar day, including Saturdays, Sundays, and legal
holidays; however, if the Day on which a period of time for consent or approval
or other action ends is not a Business Day, such period shall end on the next
Business Day.
"Designated Offeree" means (i) each Person (other than an Initial
Offeree) who Actually holds Units of Partnership Interest, provided that the
Company, upon the request of said Person, designates said Person in writing as a
Designated Offeree and provided that said Person would be an Eligible Holder at
the time such person is so designated assuming this Continuing Offer were to
extend to such Units of Partnership Interest Actually held by said Person, or
(ii) each assignee of a Person described in (i) above in this definition of
Designated Offeree, but only if such assignee would be an Eligible Holder at the
time of such assignment assuming this Continuing Offer were to extend to the
Units of Partnership Interest acquired through such assignment.
"Determination" shall be as defined in Section 2 hereof.
"Eligible Assignee Units" means those Units of Partnership Interest
acquired and Actually held from time to time by Initial Offerees or Designated
Offerees provided that such Initial Offerees or Designated Offerees would be
Eligible Holders as of the time of such acquisition assuming this Continuing
Offer were to extend to the Units of Partnership Interest so acquired and
Actually held.
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"Eligible Holder" means at the relevant time the holder (or if the
holder is not the owner for Federal income tax purposes, such owner) of Units of
Partnership Interest who if he were to exchange for shares of Common Stock
pursuant to this Continuing Offer each Unit of Partnership Interest that is both
(i) Beneficially Owned or Constructively Owned by him (including each Unit of
Partnership Interest that is subject to an Incentive Option or Rights Actually
held by him) and (ii) subject to this Continuing Offer, would not then
Beneficially Own or Constructively Own, or by reason of its Actually owning
Units of Partnership Interest would cause another Person to Beneficially Own or
Constructively Own, shares of Capital Stock in excess of the Ownership Limit,
provided, however, if such holder is a Look Through Entity, such Look Through
Entity's Beneficial Ownership or Constructive Ownership may exceed the Ownership
Limit but in no event may such Look Through Entity directly or indirectly
(without taking into account the ownership of Units of Partnership Interest) own
in excess of 9.9% in value of the outstanding shares of Capital Stock, provided
further, however, the Managing General Partner shall exempt a Look Through
Entity from the requirements of clause (ii) of this definition of Eligible
Holder if (a) such Look Through Entity is a bank chartered under the laws of the
United States or any state of the United States or is a United States branch of
a foreign bank, and (b) TRG has no reasonable reason to believe after the
receipt of the written affirmation and undertaking required to be provided by
the definition of Look Through Entity that such Look Through Entity would not be
an Eligible Holder. In measuring the Beneficial Ownership or Constructive
Ownership for this purpose, the Excess Stock Provisions shall be disregarded.
"Excess Stock" means shares of Common Stock and shares of Preferred
Stock that have been automatically converted to Excess Stock pursuant to the
provisions of Item (iii) of Subsection (d) of Section 2 of Article III of the
Company's Amended and Restated Articles of Incorporation, as in effect at the
relevant time.
"Excess Stock Provisions" means the provisions of Article III of the
Amended and Restated Articles of Incorporation of the Company, as in effect at
the relevant time, relating to Excess Stock.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder, all as the
same shall be in effect at the relevant time.
"HSR" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
"Incentive Option" means an option granted pursuant to the TRG 1992
Incentive Option Plan, as Amended and Restated Effective as of September 30,
1997, to acquire a Partnership Interest or any future plan providing for the
granting to employees of options in respect of Units of Partnership Interest.
"Initial Offeree" means (i) each Person who Actually holds Units of
Partnership Interest as of the date of this Continuing Offer, but only with
respect to (x) Units of Partnership Interest held Actually by such Person as of
the date of this Continuing Offer, provided such Person would be an Eligible
Holder on the date of this Continuing Offer with respect to such Units of
Partnership Interest Actually held by such Person assuming this Continuing Offer
were to extend to such Units of Partnership Interest, and (y) Eligible Assignee
Units, in either case provided that such Person is identified on Schedule A
hereto, (ii) each assignee of an Initial Offeree, but only if such assignee
would be an Eligible Holder at the time of such assignment assuming this
Continuing Offer were to extend to such Units of Partnership Interest so
assigned, provided, however, the Initial Offeree assigning such Units of
Partnership Interest shall have the right to provide in such assignment that
such assignee shall not be an Initial Offeree, (and, therefore, the Units of
Partnership Interest so assigned, while held by such assignee, shall not be
subject to this Continuing Offer), (iii) each Person who is, or hereafter
becomes, a holder of an Incentive Option or Rights, but only if such person
would be an Eligible Holder at the time of becoming a holder of such Incentive
Option or Rights
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assuming this Continuing Offer were to extend to the Incentive Option or Rights
so acquired, (iv) each Person who hereafter becomes a holder of Units of
Partnership Interest pursuant to the exercise by such Person of an Incentive
Option, but only if such Person would be an Eligible Holder at the time of such
exercise assuming this Continuing Offer were to extend to the Units of
Partnership Interest acquired through such exercise, or (v) each assignee of a
holder of Units of Partnership Interest as of the date hereof, but only if such
assignee would be an Eligible Holder at the time of such assignment assuming
this Continuing Offer were to extend to the Units of Partnership Interest
acquired through such assignment.
"Letter of Transmittal" means the form of letter attached to this
Continuing Offer pursuant to which an Initial Offeree or a Designated Offeree
may tender his Partnership Interests or Rights in exchange for shares of Common
Stock.
"Look Through Entity" shall mean any Person that (i) is not an
individual or an organization described in Sections 401(a), 501(c)(17), or
509(a) of the Code or a portion of a trust permanently set aside or to be used
exclusively for the purposes described in Section 642(c) of the Code or a
corresponding provision of a prior income tax law, and (ii) provides TRG, not
less than ten days prior to becoming a holder of Units of Partnership Interest,
with (a) a written affirmation and undertaking, subject only to such exceptions
as are acceptable to TRG in its sole discretion, that (w) it is not an
organization described in Sections 401(a), 501(c)(17) or 509(a) of the Code or a
portion of a trust permanently set aside or to be used exclusively for the
purposes described in Section 642(c) of the Code or a corresponding provision of
a prior income tax law, (x) assuming that this Continuing Offer were to extend
to Units of Partnership Interest held by such Person, after the application of
the rules for determining stock ownership, as set forth in Section 544(a) of the
Code, as modified by Sections 856(h)(1)(B) and 856(h)(3)(A) of the Code, no
"individual" would own, Beneficially or Constructively, more than the
then-applicable Ownership Limit, such ownership, solely for the purpose of this
clause (x) (but not for determining whether such "individual" is in compliance
with the Ownership Limit for any other purpose), to be determined by taking into
account only such "individual's" Beneficial and Constructive Ownership derived
solely from such Person, (y) based on such Person's actual knowledge, no such
"individual" would not qualify as an Eligible Holder, and (z) it does not
Constructively Own 10% or more of the equity of any tenant with respect to real
property from which the Company or TRG receives or accrues any rent from real
property, and (b) such other information regarding the Person that is relevant
to the Company's qualification to be taxed as a real estate investment trust as
defined in Section 856 of the Code as TRG may reasonably request.
"Managing General Partner" means the Managing General Partner of TRG
pursuant to the Partnership Agreement.
"Offeree" means an Initial Offeree or a Designated Offeree.
"Ownership Limit" means the Ownership Limit as set forth in the Amended
and Restated Articles of Incorporation of the Company at the relevant time.
"Partnership Agreement" means The Amended and Restated Agreement of
Limited Partnership of The Taubman Realty Group Limited Partnership, dated
November 30, 1992, as amended by a First Amendment to The Amended and Restated
Agreement of Limited Partnership of The Taubman Realty Group Limited
Partnership, dated as of September 30, 1997, as further amended from time to
time.
"Partnership Interest" means an interest, as a Partner, in TRG, as such
terms are defined in the Partnership Agreement.
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"Partnership Interest Certificate" means a certificate of TRG
representing one or more Units of Partnership Interest.
"Person" or "Persons" means an individual, a partnership (general or
limited), corporation, limited liability company, joint venture, business trust,
cooperative, association, or other form of business organization, whether or not
regarded as a legal entity under applicable law, a trust (inter vivos or
testamentary), an estate of a deceased, insane, or incompetent person, a
quasi-governmental entity, a government or any agency, authority, political
subdivision, or other instrumentality thereof, or any other entity.
"Preferred Stock" means the shares of preferred stock that the Company
may issue in accordance with the terms of its Amended and Restated Articles of
Incorporation, in one or more series having such rights, preferences, and
priorities as the Company's Board of Directors may determine from time to time.
"Record Partner" is defined in the definition of Actually.
"Restricted Offeree" is defined in Section 3 of this Continuing Offer.
"Rights" means Incentive Options that have been exercised, provided
that all payments with respect to the exercise have been fully paid to TRG.
"Settlement Date" is defined in Section 3 of this Continuing Offer.
"Transfer Determination" has the same meaning as set forth in the
Partnership Agreement.
"TRG" means The Taubman Realty Group Limited Partnership, a Delaware
limited partnership.
"Units of Partnership Interest" means the units into which Partnership
Interests are divided.
2. Terms of this Continuing Offer.
Upon the terms and subject to the conditions of this Continuing Offer,
the Company will exchange shares of Common Stock for outstanding Partnership
Interests or Rights owned by an Initial Offeree or a Designated Offeree that are
properly tendered. This Continuing Offer may not be withdrawn, changed, or
modified by the Company, without the prior written consent of each Initial
Offeree and Designated Offeree, except that a change or modification that is for
the benefit of, or not adverse to the rights of, the Initial Offerees and
Designated Offerees may be made unilaterally by the Company. Notwithstanding the
foregoing, a change or modification that is only adverse to the rights of
certain Initial Offerees or Designated Offerees requires the prior written
consent only of the adversely affected Initial Offerees or Designated Offerees.
No tendering Initial Offeree or Designated Offeree will have any rights
as a shareholder of the Company until such time as that person becomes a holder
of record of shares of Common Stock.
3. Acceptance for Payment and Payment for Partnership Interests
or Rights.
Upon the terms and subject to the conditions of this Continuing Offer,
the Company will purchase and pay for Partnership Interests or Rights properly
tendered at the rate of one share of Common Stock for each tendered Unit of
Partnership Interest (including each Unit of Partnership Interest in respect of
a
5
properly tendered Right). Each Offeree tendering outstanding Partnership
Interests (but not Rights) shall pay to the Company on the Settlement Date
(defined below), in cash, an amount equal to the sum of (a) minus (b), where (a)
equals the number of tendered Units of Partnership Interest (excluding Units of
Partnership Interest in respect of tendered Rights) multiplied by the Company's
then-current per share quarterly dividend, and (b) equals the amount of
distributions (as determined by the Company) that the Company can reasonably
expect to receive from TRG under Section 5.2(a) of the Partnership Agreement
with respect to the tendered Units of Partnership Interest between the
Settlement Date and the next record date for the Company's quarterly dividend on
the Common Stock. The Company will purchase and pay for properly tendered
Partnership Interests or Rights on the date (the "Settlement Date") that is the
later of: (i) the expiration of three Business Days from the date that the
Company receives the tender of the Partnership Interests or Rights in proper
form and meeting all of the requirements of this Continuing Offer (or such
shorter period that is the then prevailing settlement period for trades on the
New York Stock Exchange), and (ii) the expiration or termination of the waiting
period applicable to each tender, if any, under the HSR. The Company agrees to
use its best efforts to obtain an early termination of the waiting period
applicable to each tender, if any, under HSR. Furthermore, each tender and the
issuance of Common Stock with respect thereto will be subject to any change in
securities or other applicable law imposing limits or conditions on such tender
or the issuance of Common Stock with respect to such tender. In all cases,
payment for the Partnership Interests or Rights tendered pursuant to this
Continuing Offer will be made only after timely receipt by the Company of the
Partnership Interest Certificate or a copy of the agreement evidencing the grant
of the Rights, together with evidence of exercise and payment with respect to
the exercise, a properly completed and duly executed Letter of Transmittal, and
any other documents required by the Letter of Transmittal.
Notwithstanding the foregoing, the maximum number of Units of
Partnership Interest that a person listed on Schedule B to this Continuing Offer
(each, a "Restricted Offeree") may tender under this Continuing Offer during any
90 day period with respect to outstanding Partnership Interests Actually held or
Constructively or Beneficially Owned by such Offeree (but excluding from this
restriction all Units of Partnership Interest in respect of Incentive Options or
Rights Actually held by such Offeree) shall not exceed the number of shares of
Common Stock that such Offeree would be entitled to sell under Rule 144(e)(1)
under the Act, assuming that at the time of each sale during such 90 day period
such Restricted Offeree is an "affiliate" (as defined in Rule 144(a)(1)) of the
Company.
Under no circumstances will interest be paid by the Company by reason
of any delay in making such issuance of shares of Common Stock as a result of
the conditions set forth in the preceding or following paragraph.
Except as provided below, the Company will use its best efforts to have
and maintain an effective registration statement under the Act so that the
Company's issuance of the shares of Common Stock under this Continuing Offer or
the resale of such shares by an Offeree who is not an "affiliate" (as defined in
Rule 144(a)(1) under the Securities Act) of the Company will be registered under
the Act; however, the Company shall not be required to maintain such an
effective registration statement for the use of the persons identified on
Schedule B to this Continuing Offer. Anything in this Continuing Offer to the
contrary notwithstanding, the Company shall not be required to accept any tender
or issue any Common Stock at any time if to do so would cause any violation of
the Act or the Exchange Act or any applicable blue sky or other state securities
or real estate syndication laws.
6
4. Procedure for Tendering Partnership Interests or Rights.
Subject to the conditions set forth in this Continuing Offer, each
tendering Initial Offeree or Designated Offeree may tender any or all
Partnership Interests or Rights owned by such Initial Offeree or Designated
Offeree by delivering to the Company, at 200 East Long Lake Road, Suite 300,
Bloomfield Hills, Michigan 48304 (or such other address as the Company shall
provide in writing to each Initial Offeree and Designated Offeree), a completed
and duly executed Letter of Transmittal and any other documents required by the
Letter of Transmittal. Each tendering Initial Offeree or Designated Offeree
shall simultaneously deliver to TRG, at 200 East Long Lake Road, Suite 300,
Bloomfield Hills, Michigan 48304 (or such other address as TRG shall provide in
writing to each Initial Offeree or Designated Offeree), a copy of such duly
executed Letter of Transmittal and any other documents required by the Letter of
Transmittal.
If a Transfer Determination shall not have already been obtained or
deemed obtained by the tendering Initial Offeree or Designated Offeree at the
time of the tender (i.e., at the time of receipt by the Company of a Letter of
Transmittal), then TRG (within three Business Days of receipt by TRG of a copy
of a Letter of Transmittal from an Initial Offeree or Designated Offeree) shall
provide, if it is able to then provide pursuant to the Partnership Agreement,
each such Person and the Company with a Transfer Determination. A Transfer
Determination will be deemed to have been provided if not refused by a writing
delivered to the Company and each applicable Initial Offeree or Designated
Offeree within such three Business Day period. If an Initial Offeree or
Designated Offeree (i) is refused a Transfer Determination, such Person shall be
deemed to have withdrawn the tender in its entirety or (ii) receives a limited
Transfer Determination, such Person shall be deemed to have withdrawn such
amount of Partnership Interests or Rights as is necessary in order to satisfy
the limited Transfer Determination.
Unless an exception applies under applicable law and regulations, the
Company will be required to withhold, and will withhold, 31% (or such other
amount as subsequent law may require) of the gross proceeds (including dollar
equivalent of shares of Common Stock) paid to a tendering Initial Offeree or
Designated Offeree pursuant to this Continuing Offer unless the Initial Offeree
or Designated Offeree provides his tax identification number (employer
identification number or Social Security Number) and certifies that such number
is correct. Unless such an exception exists and is proved in a manner
satisfactory to the Company, each tendering Initial Offeree or Designated
Offeree should, therefore, complete and sign the main signature form on the
Letter of Transmittal and sign the Substitute Form W-9 included as part of the
Letter of Transmittal, so as to provide the information and certification
necessary to avoid backup withholding.
The tender of Partnership Interests or Rights pursuant to the foregoing
will constitute a binding agreement between the tendering Initial Offeree or
Designated Offeree and the Company upon the terms and subject to the conditions
of this Continuing Offer and will not be subject to withdrawal or change except
as provided in Section 2 or this Section 4 of this Continuing Offer.
All questions as to the validity and form of any tender of Partnership
Interests or Rights will be determined in the sole discretion of the Company,
which determination shall be final and binding.
5. Rights as a Partner.
Until the Settlement Date, each tendering Initial Offeree and
Designated Offeree shall continue to own his respective tendered Partnership
Interests or Rights, and will continue to be treated as the holder of such
tendered Partnership Interests or Rights for all purposes of the Partnership
Agreement, including, without limitation, for purposes of voting, consent,
allocations and distributions (subject only to reasonable
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accounting conventions adopted by TRG for purposes of determining the partners'
varying percentage interests in TRG during the taxable year). Tendered
Partnership Interests will be transferred to the Company only upon receipt by
the tendering Initial Offeree or Designated Offeree of shares of Common Stock in
payment in full therefor.
6. Covenants of TRG.
In addition to its obligations contained in Section 4 of this
Continuing Offer, TRG agrees to promptly notify the Company in writing of the
name of each holder of an Incentive Option who becomes a holder of Rights.
7. Miscellaneous.
(a) This Continuing Offer shall be governed in all respects
by the laws of the State of Michigan.
(b) This Continuing Offer and the Letter of Transmittal
constitute the full and entire understanding and agreement with regard to the
subjects of this Continuing Offer and the Letter of Transmittal.
(c) Each notice, demand, request, request for approval,
consent, approval, disapproval, designation or other communication (each of the
foregoing being referred to herein as a "notice") required or desired to be
given or made under this Continuing Offer shall be in writing (except as
otherwise provided in this Continuing Offer), and shall be effective and deemed
to have been received (i) when delivered in person, (ii) when sent by facsimile
transmission with receipt acknowledged, (iii) three days after having been
mailed by certified or registered United States mail, postage prepaid, return
receipt requested, or (iv) the next business day after having been sent by a
nationally recognized overnight mail or courier service, receipt requested (a)
if to an Initial Offeree, at such Initial Offeree's address set forth in Exhibit
A or as shall have been furnished by such Initial Offeree to the Company in
writing, or at such other address or to the telefax number as such Initial
Offeree shall have furnished to the Company in writing, (b) if to any Designated
Offeree, at such address or to the telefax number as such Designated Offeree
shall have furnished the Company in writing, or (c) if to the Company, at the
address of its principal executive offices and addressed to the attention of the
Treasurer, or at such other address or to the telefax number as the Company
shall have furnished to each Initial Offeree or Designated Offeree.
(d) In the event that any provision of this Continuing Offer
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable, or void, this Continuing Offer shall continue in full force and
effect without said provision; provided that no such severability shall be
effective if it materially changes the economic benefit of this Continuing Offer
to any Person.
(e) The words "herein", "hereinafter", "hereof", and
"hereunder" refer to this Continuing Offer as a whole and not merely to a
subdivision in which such words appear unless the context otherwise requires.
(f) Whenever in this Agreement the term "assignee" is used, it
shall include each assignee, transferee, distributee (whether or not in
liquidation of the distributing Person), assignee of an assignee through one or
more predecessor assignments and, by way of illustration and not limitation,
each Person who becomes an assignee as a result of a secured creditor exercising
its rights under a security agreement and/or applicable law, in each case,
whether the assignment creating the assignee was effected
8
with or without consideration, by gift or bequest, by operation of law, or
otherwise. The terms "assign", "assigned", and "assignment" shall be similarly
construed.
(g) Section titles are for descriptive purposes only and shall
not control or alter the meaning of this Continuing Offer as set forth in the
text.
TAUBMAN CENTERS, INC.
By: /s/ Lisa A. Payne
----------------------------
Its: Executive Vice President and
Chief Financial Officer
The undersigned executes this Continuing Offer for the sole purpose of
agreeing to be bound by the provisions of the second paragraph of Section 4,
Section 5, and Section 6 of this Continuing Offer.
THE TAUBMAN REALTY GROUP LIMITED
PARTNERSHIP
By: Taubman Centers, Inc.
Its: Managing General Partner
By: /s/ Lisa A. Payne
----------------------------
Its: Executive Vice President and
Chief Financial Officer
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SCHEDULE A
Robert S. Taubman
The Taubman Company
200 E. Long Lake Road
Suite 300
Bloomfield Hills, MI 48304
William S. Taubman
The Taubman Company
200 E. Long Lake Road
Suite 300
Bloomfield Hills, MI 48304
Gayle T. Kalisman
117 E. 72nd Street
Apt. 10
New York, NY 10021
Burkhardt Family Trust
c/o Joseph E. Burkhardt
5025 S. McCarron Boulevard
Suite 356
Reno, NV 89502
Leonard Dobbs
117 East 57th Street
Apt. 38B
New York, NY 10022
Gloria Dobbs
c/o Robert Ganer, CPA
Ganer & Ganer P.C.
1995 Broadway
New York, NY 10023
Max M. Fisher, acting not individually but as Trustee, or the successor(s) in
trust, of The Max M. Fisher Revocable Trust, as amended and restated in its
entirety by Instrument dated May 11, 1992 (as the same may be amended from time
to time)
2700 Fisher Building
27th Floor
Detroit, Michigan 48202
Richard P. Kughn
Kughn Enterprises
22842 Orchard Lake Road
Farmington, Michigan 48336-3223
The Kughn Real Properties Co.
22842 Orchard Lake Road
Farmington, Michigan 48336-3223
Robert C. Larson
The Taubman Company
200 E. Long Lake Road
Suite 300
Bloomfield Hills, MI 48304
Marvin G. Leech
691 Christina Drive
Incline Village, NV 89450
Margaret Putnam
1361 Cedar Bend Drive
Bloomfield Hills, MI 48302
Avner and Gloria Frank Naggar Living Trust
c/o Avner Naggar
3205 Ralston Avenue
Hillsborough, CA 94010
Michaela Naggar Bourne
10 Pilgrim Road
Short Hills, NJ 07078
Auri Neal Naggar
336 Valdez
Half Moon Bay, CA 94019
Ron Naggar
140 East Terrace
Fresno, CA 93704
David Naggar
3205 Ralston Avenue
Hillsborough, CA 94010
Tamara Naggar
15444 Wyandotte
Van Nuys, CA 91406
Sidney R. Unobskey
2770 Green Street
San Francisco, CA 94123
Charles Carlise
87 Biltmore Estates
Phoenix, Arizona 85016
El Camino Associates
Attn: Charles Carlise
87 Biltmore Estates
Phoenix, Arizona 85016
Grossman/Southwest Associates Limited Partnership
c/o Grossman Company Properties
Attn: Samuel M. Grossman
3101 North Central Avenue, Suite 1390
Phoenix, Arizona 85012
Southwest Associates
c/o Paul Holste
Grossman Company Properties
3101 North Central Avenue, Suite 1390
Phoenix, Arizona 85012
Pacific Telesis Group Master Pension Trust
Attn: Barbara McDowell
Corporate Manager - Alternative Investments
175 E. Houston, Room 7 C 8
San Antonio, Texas 78205
SCHEDULE B
Robert S. Taubman
William S. Taubman
Gayle T. Kalisman