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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. 8)
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)
--------------------------------------------
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
===============================================================================
Transaction Valuation* Amount of Filing Fee**
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$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
Form or Registration Schedule TO (File No. 005-42862), Acquisitions, Inc.;
No.: Amendment No. 1 to the Schedule Westfield America, Inc.
TO Date Filed: December 5, 2002,
and Amendment No. 5 December 16, 2002 and
to the Schedule TO 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: |_|
SCHEDULE TO
This Amendment No. 8 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, by Amendment No. 5
thereto filed with the Commission on January 15, 2003, by Amendment No. 6
thereto filed with the Commission on January 15, 2003, by Amendment No. 7
thereto filed with the Commission January 16, 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. 8 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.
Item 11. ADDITIONAL INFORMATION.
On January 21, 2003, SPG Inc. and WEA issued a press release in
response to the Schedule 14D-9/A (Amendment No. 8) filed with the
Commission by the Company, the full text of which is filed
herewith as Exhibit A(5)(N).
Item 12. EXHIBITS.
(a)(5)(N) Press Release issued by Simon Property Group, Inc. and
Westfield America, Inc., dated January 21, 2003.
SIGNATURE
After due inquiry and to the best of their knowledge and belief,
the undersigned hereby certify as of January 22, 2003 that the information set
forth in this statement is true, complete and correct.
SIMON PROPERTY GROUP, INC.
By: /s/ James M. Barkley
---------------------------------
Name: James M. Barkley
Title: Secretary and General Counsel
SIMON PROPERTY ACQUISITIONS, INC.
By: /s/ James M. Barkley
------------------------------------
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 22, 2003 that the information set
forth in this statement is true, complete and correct.
WESTFIELD AMERICA, INC.
By: /s/ Peter R. Schwartz
-------------------------------
Name: Peter R. Schwartz
Title: Senior Executive Vice President
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a)(5)(N) Press Release issued by Simon Property Group, Inc. and
Westfield America, Inc., dated January 21, 2003.
Exhibit (a)(5)(N)
Simon and Westfield Respond to Taubman's Rejection of $20.00 Per Share Cash
Offer
INDIANAPOLIS, Jan. 21 /PRNewswire-FirstCall/ -- Simon Property Group, Inc.
(NYSE: SPG) and Westfield America, Inc., the U.S. subsidiary of Westfield
America Trust (ASX: WFA), issued the following statement in response to today's
rejection by Taubman Centers, Inc. (NYSE: TCO) of the $20.00 per share all-cash
tender offer by SPG and Westfield for all of TCO's outstanding common shares:
"In response to the Taubman Board's rejection earlier today, Simon and Westfield
reiterate that their $20 per share offer for Taubman shares represents an
extraordinary premium and a unique opportunity for Taubman shareholders. Despite
the size of the premium and the certainty of a fully- financed all cash offer,
the Taubman Board has dismissed out of hand Simon and Westfield's $20 per share
offer. Simon and Westfield note that the Taubman Board has offered no credible
alternative to their $20 offer. Simon and Westfield fully expect Taubman
shareholders to demonstrate their strong support by tendering their shares by
February 14th.
"Simon stated that Judge Victoria Roberts in the United States
District Court for the Eastern District of Michigan today set the date to hear
Simon's motion to enjoin the voting of the Taubman family's Series B Preferred
Shares for March 21, 2003. Judge Roberts also indicated that she expects to rule
this week on Taubman's motion to dismiss Simon's Michigan Control Share Act
claim (which is one of the five Simon claims for relief pending before the
Court)."
As previously announced, the tender offer and withdrawal rights will
expire at 12:00 midnight, New York City time, February 14, 2003. The complete
terms and conditions of the offer are set forth in the Offer to Purchase and the
Letter of Transmittal, which are on file with the SEC and available from the
information agent, MacKenzie Partners, Inc. at (800) 322-2885 Toll-Free or at
(212) 929-5500 (collect). Merrill Lynch & Co. is acting as financial advisor to
SPG and Westfield America, Inc. and is the Dealer Manager for the Offer. Willkie
Farr & Gallagher is acting as legal advisor to SPG and Skadden, Arps, Slate,
Meagher & Flom LLP is acting as legal advisor to Westfield America, Inc. Simpson
Thacher & Bartlett is acting as legal advisor to Merrill Lynch & Co.
About Simon Property Group
Headquartered in Indianapolis, Indiana, Simon Property Group is a
real estate investment trust engaged in the ownership and management of income-
producing properties, primarily regional malls and community shopping centers.
Through its subsidiary partnerships, it currently owns or has an interest in 242
properties containing an aggregate of 183 million square feet of gross leasable
area in 36 states, as well as eight assets in Europe and Canada and ownership
interests in other real estate assets. Additional Simon Property Group
information is available at http://about.simon.com/corpinfo/index.html.
About Westfield America, Inc.
Westfield America, Inc. is the United States subsidiary of Westfield
America Trust (ASX: WFA), the second-largest property trust listed on the
Australian Stock Exchange. WFA owns a majority interest in the Westfield America
portfolio of 63 centers, branded as Westfield Shoppingtowns. Westfield
Shoppingtowns are home to more than 8,400 specialty stores and encompass 64
million square feet in the states of California, Colorado, Connecticut, Florida,
Illinois, Indiana, Maryland, Missouri, Nebraska, New Jersey, New York, North
Carolina, Ohio and Washington.
Important Information
This news release is for informational purposes only and is not an offer to
buy or the solicitation of an offer to sell any TCO shares, and is not a
solicitation of a proxy. Simon Property Group and Simon Property Acquisitions,
Inc., a wholly owned subsidiary of Simon Property Group, filed a tender offer
statement on Schedule TO with the Securities and Exchange Commission on December
5, 2002 (as amended), with respect to the offer to purchase all outstanding
shares of TCO common stock. Investors and security holders are urged to read
this tender offer statement as amended, the preliminary proxy statement filed
December 16, 2002 (as amended), and any other proxy statement relating to the
tender offer because they will contain important information. Each such proxy
statement will be filed with the Securities and Exchange Commission. Investors
and security holders may obtain a free copy of the tender offer statement, each
such proxy statement and other documents filed by SPG with the Commission at the
Commission's web site at http://www.sec.gov . The tender offer statement, any
proxy statement and any related materials may also be obtained for free by
directing such requests to MacKenzie Partners, Inc. at (800) 322-2885 Toll-Free
or at (212) 929-5500 (collect) or via email to proxy@mackenziepartners.com.
Forward-looking statements
This release contains some forward-looking statements as defined by the
federal securities laws which are based on our current expectations and
assumptions, which are subject to a number of risks and uncertainties that could
cause actual results to differ materially from those anticipated, projected or
implied. We undertake no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or otherwise.
SOURCE Simon Property Group, Inc. -0- 01/21/2003 /CONTACT: Investors, Shelly
Doran of Simon Property Group, Inc., +1-317-685-7330; or Media, George Sard,
Paul Caminiti, or Hugh Burns of Citigate Sard Verbinnen, +1-212-687-8080; or
Katy Dickey of Westfield America, +1-310-445-2407/