Edgar Filing: TAUBMAN CENTERS INC

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OMB APPROVAL
OMB NUMBER: 3235-0515
EXPIRES: APRIL 30, 2005
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE: 43.5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER
SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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(AMENDMENT NO. 6)

TAUBMAN CENTERS, INC.
(Name of Subject Company (Issuer))

SIMON PROPERTY ACQUISITIONS, INC.
SIMON PROPERTY GROUP, INC.
WESTFIELD AMERICA, INC.
(Names of Filing Persons (Offerors))

COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)

876664103
(CUSIP Number of Class of Securities)

James M. Barkley, Esq. Peter R. Schwartz, Esq.
Simon Property Group, Inc. Westfield America, Inc.
National City Center 11601 Wilshire Boulevard
115 West Washington Street 12th floor
Suite 15 East Los Angeles, CA 90025
Indianapolis, IN 46024 Telephone: (310) 445-2427
Telephone: (317) 636-1600

(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
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Copies to:

Steven A. Seidman, Esq. Scott V. Simpson, Esq.
Robert B. Stebbins, Esq. Skadden, Arps, Slate, Meagher & Flom, LLP
Willkie Farr & Gallagher One Canada Square
787 Seventh Avenue Canary Wharf
New York, New York 10019 London, E14 5DS, England
Telephone: (212) 728-8000 Telephone: (44)20 7519 7000

CALCULATION OF FILING FEE

TRANSACTION VALUATION* AMOUNT OF FILING FEE**

$1,243,725,540 $248,745.11

* Estimated for purposes of calculating the amount of the filing fee only.
Calculated by multiplying $20.00, the per share tender offer price, by
62,186,277 shares of Common Stock, consisting of (i) 52,207,756 outstanding
shares of Common Stock, (ii) 2,269 shares of Common Stock issuable upon
conversion of 31,767,066 outstanding shares of Series B Non-Participating
Convertible Preferred Stock, (iii) 7,097,979 shares of Common Stock issuable
upon conversion of outstanding partnership units of The Taubman Realty
Group, Limited Partnership ("TRG") and (iv) 2,878,273 shares of Common Stock
issuable upon conversion of outstanding options (each of which entitles the
holder thereof to purchase one partnership unit of TRG which, in turn, is
convertible into one share of Common Stock), based on the Registrant's
Preliminary Proxy Statement on Schedule 14A filed on December 20, 2002, the
Registrant's Schedule 14D-9 filed on December 11, 2002 and the Registrant's
Quarterly Report on Form 10-Q for the period ended September 30, 2002.

** The amount of the filing fee calculated in accordance with
Regulation 240.0-11 of the Securities Exchange Act of 1934, as amended,
equals 1/50th of one percent of the value of the transaction.

/X/ Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $248,745.11 Filing Party: Simon Property Group, Inc.; Simon
Property Acquisitions, Inc.; Westfield
Form or Registration No.: Schedule TO (File No. 005-42862), America, Inc.
Amendment No. 1 and Amendment No. 5 to
the Schedule TO
Date Filed: December 5, 2002, December 16, 2002
and January 15, 2003

/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

/ / Check the appropriate boxes below to designate any transactions to which
the statement relates.

/X/ third-party tender offer subject to Rule 14d-1.

/ / issuer tender offer subject to Rule 13e-4.

/ / going-private transaction subject to Rule 13e-3.

/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: / /

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SCHEDULE TO

This Amendment No. 6 amends and supplements the Tender Offer Statement on
Schedule TO originally filed with the Securities and Exchange Commission (the
"Commission") on December 5, 2002, as amended and supplemented by Amendment
No. 1 thereto filed with the Commission on December 16, 2002, by Amendment
No. 2 thereto filed with the Commission on December 27, 2002, by Amendment
No. 3 thereto filed with the Commission on December 30, 2002, by Amendment
No. 4 thereto filed with the Commission on December 31, 2002 and by Amendment
No. 5 thereto filed with the Commission on January 15, 2003 (as amended and
supplemented, the "Schedule TO") relating to the offer by Simon Property
Acquisitions, Inc., a Delaware corporation (the "Purchaser") and wholly owned
subsidiary of Simon Property Group, Inc., a Delaware corporation ("SPG Inc."),
to purchase all of the outstanding shares of common stock, par value $.01 per
share (the "Shares"), of Taubman Centers, Inc. (the "Company") at a purchase
price of $20.00 per Share, net to the seller in cash, without interest thereon,
upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated December 5, 2002 (the "Offer to Purchase"), and the Supplement to the
Offer to Purchase, dated January 15, 2003 (the "Supplement"), and in the related
revised Letter of Transmittal (which, together with any supplements or
amendments, collectively constitute the "Offer"). This Amendment No. 6 to the
Schedule TO is being filed on behalf of the Purchaser, SPG Inc. and Westfield
America, Inc.

Capitalized terms used and not defined herein shall have the meanings
assigned to such terms in the Offer to Purchase, the Supplement and the Schedule
TO, as applicable.

The information set forth in the Supplement is hereby incorporated by
reference in answer to Items 1 through 11 of this Schedule TO.

Item 12. EXHIBITS.

(a)(1)(I) Supplement to the Offer to Purchase, dated January 15, 2003.

(a)(1)(J) Revised Letter of Transmittal.

(a)(1)(K) Revised Notice of Guaranteed Delivery.

(a)(1)(L) Revised Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees.

(a)(1)(M) Form of Revised Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and other
Nominees.

(a)(5)(I) Letter to Shareholders of Taubman Centers, Inc., dated
January 15, 2003.

(a)(5)(J) Offer Agreement, dated January 15, 2003, between Simon
Property Group, Inc., Simon Property Acquisitions, Inc. and
Westfield America, Inc.

(a)(5)(K) Commitment Letter, dated January 15, 2003, between Westfield
America Limited Partnership, UBS AG, Stamford Branch and
Deutsche Bank AG, Cayman Islands Branch.

SIGNATURE

After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of January 15, 2003 that the information set forth
in this statement is true, complete and correct.

SIMON PROPERTY GROUP, INC.

By: /s/ JAMES M. BARKLEY
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Name: James M. Barkley
Title: Secretary and General Counsel

SIMON PROPERTY ACQUISITIONS, INC.

By: /s/ JAMES M. BARKLEY
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Name: James M. Barkley
Title: Secretary and Treasurer

After due inquiry and to the best of its knowledge and belief, the
undersigned hereby certifies as of January 15, 2003 that the information set
forth in this statement is true, complete and correct.

WESTFIELD AMERICA, INC.

By: /s/ PETER R. SCHWARTZ
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Name: Peter R. Schwartz
Title: Senior Executive Vice President

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION
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