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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. 5)
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**
- --------------------------------------------------------------------------------
$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.
Amount Previously Paid: $223,861.11 Filing Party: Simon Property Group, Inc.; Simon Property
Form or Registration No.: Schedule TO (File No. 005-42862) Date Filed: December 5, 2002 and December 16, 2002
and Amendment No. 1 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. 5 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 and by
Amendment No. 4 thereto filed with the Commission on December 31, 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 in the related
Letter of Transmittal (which, together with any supplements or amendments,
collectively constitute the "Offer") and adds Westfield America, Inc.
("Westfield") as a filing person. This Amendment No. 5 to the Schedule TO is
being filed on behalf of the Purchaser, SPG Inc. and Westfield.
Capitalized terms used and not defined herein shall have the
meanings assigned to such terms in the Offer to Purchase 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 15, 2003, SPG Inc. announced that Westfield has
joined the Offer pursuant to the terms of an Offer Agreement, dated as of
January 15, 2003, between SPG Inc., the Purchaser and Westfield, the Offer
Price has been increased to $20.00 per Share and the Expiration Date of the
Offer has been extended until 12:00 midnight, New York City time, on February
14, 2003. The full text of a press release, dated January 15, 2003, issued by
SPG Inc. with respect to such announcement is filed herewith as Exhibit
(a)(5)(G).
On January 15, 2003, SPG Inc. made available certain materials
regarding the Offer on its website, located under the corporate information tab
at www.shopsimon.com. A copy of those materials, dated January 15, 2003, is
filed herewith as Exhibit (a)(5)(H).
Item 12. EXHIBITS.
(a)(5)(G) Press release issued by Simon Property Group, Inc., dated
January 15, 2003.
(a)(5)(H) Materials Regarding the Offer, dated January 15, 2003.
SIGNATURE
After due inquiry and to the best of its 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
------------------------------------
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 15, 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)(G) Press release issued by Simon Property Group, Inc., dated
January 15, 2003.
(a)(5)(H) Materials Regarding the Offer, dated January 15, 2003.
Exhibit 99(a)(5)(G)
[SIMON PROPERTY GROUP LOGO]
CONTACTS:
INVESTORS MEDIA
Shelly Doran George Sard/Paul Caminiti/Hugh Burns
Simon Property Group Citigate Sard Verbinnen
317/685-7330 212/687-8080
SIMON INCREASES CASH TENDER OFFER
FOR TAUBMAN CENTERS TO $20.00 PER SHARE
WESTFIELD JOINS SIMON OFFER
WILL PROCEED WITH OFFER IF 2/3 OF TCO COMMON SHARES
TENDERED BY FEBRUARY 14
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INDIANAPOLIS, JANUARY 15, 2003 - Simon Property Group, Inc. (NYSE: SPG)
today announced that Westfield America, Inc., the U.S. subsidiary of Westfield
America Trust (ASX: WFA), has joined its tender offer for all of the outstanding
common shares of Taubman Centers, Inc. (NYSE: TCO) - and that the price of the
offer has been increased to $20.00 per share net to the seller in cash.
The increased price represents a premium of 50% to the price of TCO
shares when SPG first made a written acquisition proposal and 25% above both
yesterday's closing price and the highest closing price in TCO's 10-year history
as a public company prior to SPG's proposal. The tender offer is not conditioned
on financing, due diligence or the participation of the limited partners of the
Taubman Realty Group operating partnership. The tender offer will now expire at
12:00 midnight, New York City time, on February 14, 2003.
SPG and Westfield will withdraw the offer unless at least two-thirds,
or approximately 35 million, of TCO's approximately 52.2 million outstanding
common shares are tendered by February 14, 2003.
Under the terms of the agreement between SPG and Westfield America,
Inc., upon successful completion of the tender offer, Westfield America, Inc.
would pay 50% of the aggregate consideration paid for the TCO shares acquired in
the offer.
David Simon, Chief Executive Officer of SPG, stated: "We are pleased to
have Westfield join us in offering this substantial all-cash premium. It's now
time for TCO's public shareholders
1
to stand up and be counted - if they want the opportunity to receive $20 in cash
for their shares, they must tender now. If, as we expect, two-thirds of TCO's
outstanding common shares are tendered, we will consider it a shareholder
mandate, and SPG and Westfield will continue their efforts to complete the offer
and consummate the acquisition. However, if at least two-thirds of TCO's
outstanding common shares are not tendered by February 14, we will withdraw our
offer and terminate our efforts to acquire TCO."
Simon continued, "We believe the public shareholders - who own 99% of
TCO - should have the right to decide for themselves if they want $20 in cash
for their shares. Tendering shares costs nothing and is the only way for TCO's
public shareholders to tell their Board of Directors they want $20 per share."
Peter Lowy, Chief Executive Officer of Westfield America, Inc., stated:
"We have worked successfully with SPG in past transactions, and we are confident
that we can do so again. We believe the increased offer is in the best interest
of TCO shareholders as it is fully priced and provides TCO shareholders with a
substantial premium. If we receive strong shareholder support, as we expect, we
believe this offer can be successfully completed."
SPG today sent the following letter to TCO shareholders:
Dear Taubman Centers Shareholder:
Simon Property Group (NYSE: SPG) has today increased its CASH tender offer to
acquire ALL outstanding common shares of Taubman Centers, Inc. (NYSE: TCO) to a
price of $20.00 per share.
We are also pleased to announce that Westfield America, Inc., the U.S.
subsidiary of Westfield America Trust (ASX: WFA), has joined us in this offer.
SPG has worked successfully with Westfield in the past and produced significant
value for all shareholders involved - we are confident we can do so again with
TCO.
This increased cash offer represents a:
o 50% PREMIUM over TCO's price before SPG first made a written
acquisition proposal
o 25% PREMIUM over TCO's closing price yesterday
o 25% PREMIUM over the highest closing price in TCO's 10-year history
before SPG's proposal
This ALL-CASH offer is not conditioned on due diligence or financing. Nor is it
conditioned on participation by the limited partners of Taubman Realty Group
operating partnership.
2
IF YOU WANT $20.00 PER TCO SHARE IN CASH, YOU MUST TENDER NOW
If you want the opportunity to receive $20.00 in cash for your TCO shares, you
must tender your shares. UNLESS AT LEAST TWO-THIRDS, OR APPROXIMATELY 35
MILLION, OF TCO'S APPROXIMATELY 52.2 MILLION OUTSTANDING COMMON SHARES, ARE
TENDERED BY FEBRUARY 14, 2003, WE WILL WITHDRAW OUR OFFER AND TERMINATE OUR
EFFORTS TO ACQUIRE TCO.
SEND A MESSAGE TO THE TCO BOARD
Despite the compelling premium being offered, your Board has thus far refused to
even discuss a transaction because the Taubman family - which owns approximately
1% of TCO's common shares - opposes a sale. The public shareholders of TCO - who
own approximately 99% of TCO's common shares - should be the ones to decide
whether to accept our premium all-cash offer. TENDERING YOUR SHARES BY FEBRUARY
14 IS THE ONLY WAY FOR YOU TO TELL YOUR BOARD THAT YOU DEMAND THAT OPPORTUNITY.
Remember, TCO shares were trading at only $13.32 before SPG first offered to
acquire TCO. WE ARE OFFERING YOU $20.00 IN CASH - TCO HAS FAILED TO OFFER YOU
ANY CREDIBLE ALTERNATIVE TO DELIVER COMPARABLE IMMEDIATE VALUE.
SPG AND WESTFIELD ARE JOINING TOGETHER TO ACQUIRE TCO - BUT WE NEED YOUR SUPPORT
Your Board is standing in the way of you receiving $20.00 per share. SHOW THEM
YOU OBJECT. With strong shareholder support, we are confident the offer can be
successfully completed.
Stand up and be counted. TENDER YOUR SHARES TODAY - and send a clear message to
the TCO Board. If you need information or assistance with tendering, please call
MacKenzie Partners toll-free at (800) 322-2885.
Very truly yours,
David Simon
Chief Executive Officer
Simon Property Group
* * *
Amended tender offer materials are being filed today with the SEC. 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
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.
3
As of midnight, New York City time, on January 14, 2003, TCO
shareholders had tendered and not withdrawn approximately 3,702,775 shares at
the previous offer price of $18.00 per share.
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 243 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
centres, 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.
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.
4
Exhibit 99(a)(5)(H)
[SIMON(TM) LOGO]
SIMON PROPERTY GROUP
AND
WESTFIELD AMERICA
PROPOSED $20.00 PER SHARE ALL-CASH OFFER
TO ACQUIRE
TAUBMAN CENTERS
JANUARY 15, 2003
Simon has filed tender offer materials with the SEC under cover of Schedule TO
under applicable federal securities laws. The complete terms and conditions of
the offer are set forth in the Offer to Purchase and the Letter of Transmittal
relating to the tender offer, as amended, copies of which are available via
EDGAR at the SEC website at www.sec.gov or by contacting the information agent,
MacKenzie Partners, Inc. at (800) 322-2885.
[SIMON(TM) LOGO]
THE OFFER
Simon Property Group and Westfield America, the world's two leading owners of
regional malls, have joined to make a compelling ALL-CASH tender offer to
acquire all of the common shares of Taubman Centers (TCO) for $20.00 PER SHARE.
[SIMON(TM) LOGO]
A COMPELLING TRANSACTION FOR TCO SHAREHOLDERS
The offer represents SUBSTANTIAL, IMMEDIATE and CERTAIN consideration for TCO
common shareholders:
o All-cash offer for 100% of outstanding common shares
o No financing conditions
o Not subject to due diligence
o Not subject to participation by limited partners of Taubman Realty
Group operating partnership
[SIMON(TM) LOGO]
UNPRECEDENTED PREMIUM TO SHAREHOLDERS
This fully-priced offer represents an UNPRECEDENTED premium for TCO
shareholders:
o 50% PREMIUM to TCO closing price before Simon made initial offer
o 25% PREMIUM to TCO's all-time (10-year) closing high prior to Simon's
first offer
o 25% PREMIUM to yesterday's TCO closing price
TCO's closing price was $13.32 on October 15, 2002, the day before Simon made
its first offer to TCO.
[SIMON(TM) LOGO]
TCO STOCK PRICE FROM IPO TO PRESENT
[GRAPH OMITTED]
[The graph depicts the share price of the common stock of Taubman Centers,
Inc. beginning on November 20, 1992 and ending on January 14, 2003 and shows
that the Offer Price of $20.00 per Share represents (i) a 50% premium to the
closing price on October 15, 2002, the date preceding Simon's initial offer to
Taubman Centers, Inc. regarding a potential transaction, (ii) a 25% premium
to the closing price on April 15, 2002, the all-time highest closing price of
the common stock of Taubman Centers, Inc. and (iii) a 25% premium to
the closing price on January 14, 2002.]
[SIMON(TM) LOGO]
A CLEAR PROPOSITION
Simon and Westfield have a straightforward offer for TCO common shareholders:
o If at least 2/3 of the outstanding common shares are tendered by
February 14, 2003 we will continue to pursue our acquisition
o Otherwise, we will abandon our efforts to acquire TCO
TCO common shareholders must now decide whether they want to accept our
compelling all-cash $20.00 per share offer.
[SIMON(TM) LOGO]
NO CREDIBLE ALTERNATIVE
TCO MANAGEMENT HAS OFFERED NO CREDIBLE PLAN TO DELIVER EQUIVALENT VALUE TO ITS
SHAREHOLDERS.
TCO SHAREHOLDERS - IT SHOULD BE YOUR DECISION
TENDER YOUR SHARES
[SIMON(TM) LOGO]
