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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
(Amendment No. 42)
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
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$1,160,416,640 $232,083.33
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* Estimated for purposes of calculating the amount of the filing fee only.
Calculated by multiplying $20.00, the per share tender offer price, by
58,020,832 shares of Common Stock, consisting of (i) 49,343,395
outstanding shares of Common Stock, (ii) 2,284 shares of Common Stock
issuable upon conversion of 31,975,751 outstanding shares of Series B
Non-Participating Convertible Preferred Stock, (iii) 7,202,785 shares
of Common Stock issuable upon conversion of outstanding partnership
units of The Taubman Realty Group, Limited Partnership ("TRG") and
(iv) 1,472,368 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 Amendment No. 2 to the Registrant's
Preliminary Revocation Solicitation Statement on Schedule 14A filed on
May 14, 2003, the Registrant's Schedule 14D-9 filed on December 11, 2002,
as amended, the Registrant's Annual Report on Forms 10-K and 10-K/A
for the year ended December 31, 2002 and the Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 2003.
** 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,
Form or Schedule TO Inc.; Simon Property
Registration No.: (File No. Acquisitions, Inc.;
005-42862), Westfield America, Inc.
Amendment No. 1 Date Filed: December 5, 2002,
to the Schedule TO December 16, 2002 and
and Amendment No. 5 January 15, 2003
to the Schedule TO
/ / 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. 42 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, 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. 42 to the Schedule TO is being filed
on behalf of the Purchaser, SPG Inc. and Westfield America, Inc. ("WEA").
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 item numbers and responses thereto below are in accordance with the
requirements of Schedule TO.
Items 1 through 11.
Items 1 through 11 of the Schedule TO are hereby amended and
supplemented as follows:
On October 8, 2003, SPG Inc., the Purchaser and WEA terminated the
Offer and issued a press release in connection therewith. The
Offer had been scheduled to expire at midnight, New York
City time, on October 31, 2003. The full text of a press release,
dated October 8, 2003, issued by SPG Inc. and WEA with respect to
such announcement is filed herewith as Exhibit (a)(5)(PPP).
The announcement and termination follow the recent passage of a
bill by the Michigan Legislature, signed into law by Michigan
Governor Granholm on October 7, 2003, amending the Michigan Control
Share Act and allowing the Taubman family group to effectively
block SPG's and WEA's ability to conclude the Offer. The Purchaser
has not purchased any Shares tendered into the Offer and has
instructed the Depositary for the Offer to return promptly all
Shares tendered to date and not previously withdrawn.
Item 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented
by adding the following thereto:
(a)(5)(PPP) Press release issued by Simon Property Group, Inc. and
Westfield America, Inc., dated October 8, 2003.
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of October 9, 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 October 9, 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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(a)(5)(PPP) Press release issued by Simon Property Group, Inc. and
Westfield America, Inc., dated October 8, 2003.