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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. 12)
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,
Willkie Farr & Gallagher Meagher & Flom LLP
787 Seventh Avenue One Canada Square
New York, New York 10019 Canary Wharf
Telephone: (212) 728-8000 London, E14 5DS, England
Telephone: (44) 20 7519 7000
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CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
$1,243,725,540 $248,745.11
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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
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.
Filing
Amount Previously Paid: $248,745.11 Party: Simon Property Group,
Inc.; Simon Property
Form or Acquisitions, Inc.;
Registration No.: Schedule TO Westfield America, Inc.
(File No.
005-42862),
Amendment No. 1 Date
to the Schedule TO Filed: December 5, 2002,
and Amendment No. December 16, 2002 and
5 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: [ ]
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SCHEDULE TO
This Amendment No. 12 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, by Amendment
No. 8 thereto filed with the Commission on January 22, 2003, by Amendment No. 9
thereto filed with the Commission on January 23, 2003, by Amendment No. 10
thereto filed with the Commission on February 7, 2003 and by Amendment No. 11
thereto filed with the Commission on February 11, 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. 12 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 February 17, 2003, SPG Inc., the Purchaser
and WEA announced that 44,135,107 Shares, or
approximately 85% of the outstanding Shares,
were validly tendered and not withdrawn on or
prior to 12:00 midnight New York City time on
February 14, 2003, and that the Expiration
Date of the Offer has been extended to 12:00
midnight New York City time on March 28, 2003.
The full text of a press release, dated
February 17, 2003, issued by SPG Inc. and WEA
in connection with this announcement is filed
herewith as Exhibit (a)(5)(S).
Item 12. EXHIBITS.
(a)(5)(S) Press Release issued by Simon Property Group,
Inc. and Westfield America, Inc., dated
February 17, 2003.
SIGNATURE
After due inquiry and to the best of their knowledge and
belief, the undersigned hereby certify as of February 18, 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
---------------------------
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 February 18, 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
(a)(5)(S) Press Release issued by Simon Property Group, Inc. and
Westfield America, Inc., dated February 17, 2003.
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EXHIBIT NO.(a)(5)(S)
[SIMON PROPERTY GROUP LOGO] [WESTFIELD LOGO]
Simon Contact: Westfield Contact:
Shelly Doran Katy Dickey
Simon Property George Sard/Paul Caminiti/ Westfield America
Group, Inc. Hugh Burns 310/445-2407
Citigate Sard Verbinnen
317/685-7330 212/687-8080
85% OF TAUBMAN CENTERS COMMON SHARES
TENDERED INTO SPG/WESTFIELD OFFER
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NEW YORK, February 17, 2003 - Simon Property Group, Inc. (NYSE: SPG) and
Westfield America, Inc., the U.S. subsidiary of Westfield America Trust (ASX:
WFA), today announced that approximately 85% of the outstanding common shares of
Taubman Centers, Inc. (NYSE: TCO), or a total of 44,135,107 of the 52,207,756
common shares outstanding, have been tendered as of February 14, 2003 into the
$20.00 per share all-cash offer by SPG and Westfield.
The offer has been extended until midnight, New York City time, on March
28, 2003, unless further extended. The offer was previously scheduled to expire
on February 14, 2003.
David Simon, Chief Executive Officer of SPG, and Peter Lowy, Chief
Executive Officer of Westfield America, Inc., issued the following joint
statement: "We are gratified to have received such an unprecedented and
overwhelming mandate from TCO's public shareholders in support of our $20.00 per
share all-cash offer. The shareholders have sent a powerful message to TCO's
Board of Directors. The TCO Board should now respect the wishes of TCO's public
shareholders, who own 99% of TCO, and take all steps necessary to facilitate the
offer. We again invite the TCO Board to meet with us so that we can quickly
complete this mutually beneficial transaction."
The complete terms and conditions of the offer are set forth in the Offer
to Purchase, as amended, and the related Letter of Transmittal, copies of which
are on file with the SEC and available by contacting the information agent,
MacKenzie Partners, Inc. at (800) 322-2885. 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.
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About Simon Property Group
Headquartered in Indianapolis, Indiana, Simon Property Group, Inc. 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 a 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 because it contains important
information. Investors and security holders may obtain a free copy of the tender
offer statement and other documents filed by SPG and WFA with the Commission at
the Commission's web site at http://www.sec.gov. The tender offer statement and
any related materials may also be obtained for free by directing such requests
to MacKenzie Partners, Inc. at (800) 322-2885.
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.
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