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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [x]
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
[x] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a.11 or
Section 240.14a.12
The Mills Corporation
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
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[x] No fee required
[ ] Fee computed on table below per Exchange Rules 14a-6(i)(1)
and 0-11.
1) Title of each class of securities to which transaction
applies:
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2) Aggregate number of securities to which transaction
applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:1/
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary proxy materials.
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and state how it was determined.
[ ] 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:
JUNE 27,1997
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THE MILLS CORPORATION
1300 WILSON BOULEVARD, SUITE 400
ARLINGTON, VIRGINIA 22209
NOTICE OF ADJOURNED ANNUAL MEETING
OF STOCKHOLDERS
To be held on June 25, 1997
Dear Fellow Shareholder:
We previously sent you proxy materials relating to the
Annual Meeting of Stockholders of The Mills Corporation on May
30, 1997.
The Annual Meeting was convened on May 30, 1997 and the
shareholders approved Proposal 4 (to elect Charles R. Black, Jr.,
Dietrich von Boetticher, John M. Ingram and Peter B. McMillan to
the Board of Directors of the Company) and Proposal 5 (to ratify
the appointment of Ernst & Young LLP as the Company's independent
auditors for the fiscal year ending December 31, 1997). The
meeting then was adjourned until June 25, 1997 to allow
additional time to obtain the required votes on Proposals 1, 2
and 3.
The Annual Meeting will reconvene at the Company's offices,
1300 Wilson Boulevard, Suite 400, Arlington, Virginia on
Wednesday, June 25, 1997 at 11:00 a.m. to take action on
Proposals 1, 2 and 3.
As indicated in the Proxy Statement, the Company's Board of
Directors believes that Proposals 1, 2 and 3 are in the best
interests of the Company and its stockholders.
Proposal 1 would require a two-thirds majority of
disinterested directors to approve joint ventures or similar
arrangements with Kan Am U.S., Inc. or its affiliates, so long as
any person who is an officer, director, shareholder, employee or
partner of Kan Am or its affiliates was also a director of the
Company. This two-thirds vote requirement would replace a
provision currently in the Company's Bylaws that requires the
Company to incur the expense and delay of a shareholders meeting
before concluding such transactions.
Proposal 2 would prohibit persons from acquiring shares of
the Company if the acquisition would cause more than 50% of the
Company's shares to be held by "Non-U.S. Persons," triggering
withholding tax obligations on the sale of the Company's stock by
Non-U.S. Persons.
Proposal 3 would eliminate a technical requirement that
currently requires the Company to obtain either a ruling from the
Internal Revenue Service or an opinion of counsel before granting
an exemption from Ownership Limits contained in the Company's
Certificate of Incorporation. The Company believes that this
requirement has not provided the benefit that was originally
intended, but still adds additional expense and delay to the
Company's operations.
Pages 3 through 8 of the Proxy Statement contain a more
detailed discussion of these Proposals.
Your vote is appreciated. Please sign, date and mail the
enclosed proxy card today using the enclosed postage paid
envelope provided. We appreciate your cooperation.
THE MILLS CORPORATION
June 12, 1997
