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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. 16)
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
======================================= ========================================
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: $248,745.11 Filing Party: Simon Property Group, Inc.; Simon Property
Acquisitions, Inc.; Westfield America, Inc.
Form or Registration No.: Schedule TO (File No. 005-42862),
Amendment No. 1 to the Schedule TO Date Filed: December 5, 2002, December 16, 2002 and
and Amendment No. 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. 16 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, by Amendment No. 11 thereto filed with the
Commission on February 11, 2003, by Amendment No. 12 thereto filed with the
Commission on February 18, 2003, by Amendment No. 13 thereto filed with the
Commission on February 21, 2003, Amendment No. 14 thereto filed with the
Commission on February 21, 2003 and Amendment No. 15 thereto filed with the
Commission on February 27, 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. 16 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 27, 2003, SPG Inc. and WEA announced their intention to
present a proposal to amend the Excess Share Provision in the
Company's Charter at the Company's upcoming annual meeting. The full
text of a press release, dated February 27, 2003, issued by SPG Inc.
and WEA in connection with this announcement is filed herewith as
Exhibit (a)(5)(W).
Item 12. EXHIBITS.
(a)(5)(W) Press Release issued by Simon Property Group, Inc. and Westfield
America, Inc., dated February 27, 2003.
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of February 27, 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 27, 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)(W) Press Release issued by Simon Property Group, Inc. and
Westfield America, Inc., dated February 27, 2003.
Exhibit (a)(5)(W)
[SIMON PROPERTY GROUP LOGO] [WESTFIELD LOGO]
SIMON CONTACT: WESTFIELD CONTACT:
Shelly Doran George Sard/Paul Caminiti/Hugh Burns Katy Dickey
Simon Property Group, Inc. Citigate Sard Verbinnen Westfield America
317/685-7330 212/687-8080 310/445-2407
SIMON PROPERTY GROUP AND WESTFIELD AMERICA TO PROPOSE
AMENDMENT TO TAUBMAN CHARTER AT UPCOMING ANNUAL MEETING
AMENDMENT WOULD ALLOW SPG AND WESTFIELD TO COMPLETE TENDER OFFER
WITHOUT VIOLATING TAUBMAN'S EXCESS SHARE PROVISION
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NEW YORK, FEBRUARY 27, 2003 - Simon Property Group, Inc. (NYSE: SPG) and
Westfield America, Inc., the U.S. subsidiary of Westfield America Trust (ASX:
WFA), today announced that they intend to propose, at the upcoming annual
meeting of Taubman Centers, Inc. (NYSE: TCO), an amendment to the excess share
provision in TCO's charter to permit the consummation of SPG's and Westfield's
$20.00 all cash tender offer for all TCO outstanding common shares. The proposed
amendment would allow SPG, Westfield and their affiliates to purchase TCO shares
without violating the excess share provision in TCO's charter, which currently
prevents these entities from acquiring over 8.23% of TCO's shares.
David Simon, Chief Executive Officer of SPG, and Peter Lowy, Chief
Executive Officer of Westfield America, Inc., issued the following joint
statement: "Although 85% of TCO's common shares were tendered as of February 14,
2003, the TCO Board has refused to voluntarily remove the impediments to the
consummation of the offer. SPG and Westfield believe that TCO's common
shareholders should decide the future of TCO and that the TCO Board should
facilitate our $20.00 all cash offer. By seeking to amend TCO's excess share
provision at TCO's annual meeting, which has been held during May in each of the
past 10 years, SPG and Westfield are providing TCO's shareholders the earliest
possible opportunity to remove this impediment to our $20.00 per share all cash
offer."
In accordance with TCO's bylaws SPG and Westfield intend to present formal
notice to TCO in March 2003 of the proposed Charter amendment, in addition to
any other matters they intend to present for approval by TCO's shareholders at
the annual meeting.
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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.
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.
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 Westfield America, Inc.
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.
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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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