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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. 35)
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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$1,160,416,360 $232,083.27
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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
58,020,818 shares of Common Stock, consisting of (i) 49,298,965
outstanding shares of Common Stock, (ii) 2,270 shares of Common Stock
issuable upon conversion of 31,784,842 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) 1,516,798
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. 1 to the Registrant's Preliminary Proxy
Statement on Schedule 14A filed on February 25, 2003, the Registrant's
Schedule 14D-9 filed on December 11, 2002 and the Registrant's Annual
Report on Forms10-K and 10-K/A for the year ended December 31, 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 No.: Schedule TO (File No. 005-42862), Acquisitions, Inc.; Westfield America, Inc.
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. 35 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 on 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, by Amendment No. 14
thereto filed with the Commission on February 21, 2003, by Amendment No. 15
thereto filed with the Commission on February 27, 2003, by Amendment No. 16
thereto filed with the Commission on February 27, 2003, by Amendment No. 17
thereto filed with the Commission on February 28, 2003, by Amendment No. 18
thereto filed with the Commission on March 3, 2003, by Amendment No. 19 thereto
filed with the Commission on March 6, 2003, by Amendment No. 20 thereto filed
with the Commission on March 18, 2003, by Amendment No. 21 thereto filed with
the Commission on March 21, 2003, by Amendment No. 22 thereto filed with the
Commission on March 28, 2003, by Amendment No. 23 thereto filed with the
Commission on March 31, 2003, by Amendment No. 24 thereto filed with the
Commission on April 30, 2003, by Amendment No. 25 thereto filed with the
Commission on May 2, 2003, by Amendment No. 26 thereto filed with the Commission
on May 9, 2003, by Amendment No. 27 thereto filed with the Commission on May 12,
2003, by Amendment No. 28 thereto filed with the Commission on May 13, 2003, by
Amendment No. 29 thereto filed with the Commission on May 21, 2003, by Amendment
No. 30 thereto filed with the Commission on May 27, 2003, by Amendment No. 31
thereto filed with the Commission on May 30, 2003, by Amendment No. 32 thereto
filed with the Commission on June 4, 2003, by Amendment No. 33 thereto filed
with the Commission on June 10, 2003 and by Amendment No. 34 thereto filed with
the Commission on June 25, 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. 35 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 June 27, 2003, SPG Inc., the Purchaser and WEA announced that
the Expiration Date of the Offer has been extended to 12:00
midnight, New York City time, on August 1, 2003. The full text of
a press release, dated June 27, 2003, issued by SPG Inc. and WEA
with respect to such announcement is filed herewith as Exhibit
(a)(5)(III).
Item 12. EXHIBITS.
(a)(5)(III) Press release issued by Simon Property Group, Inc. and Westfield
America, Inc., dated June 27, 2003.
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of June 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
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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 June 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)(III) Press release issued by Simon Property Group, Inc. and
Westfield America, Inc., dated June 27, 2003.
Exhibit (a)(5)(III)
[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 EXTEND TENDER
OFFER FOR TCO COMMON SHARES UNTIL AUGUST 1, 2003
----------------------------------------
INDIANAPOLIS, June 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 have extended their $20.00 per share all-cash
offer for common shares of Taubman Centers, Inc. (NYSE: TCO) until midnight,
New York City time, on Friday, August 1, 2003, unless further extended.
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. As of midnight, New York City time,
on June 26, 2003, TCO shareholders had tendered and not withdrawn
approximately 18,895,259 shares.
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 238 properties containing an aggregate of 182 million square feet
of gross leasable area in 36 states, as well as nine assets in Europe and
Canada and ownership interests in other real estate assets. Additional Simon
Property Group information is available at http://www.simon.com.
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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 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.
SPG and Westfield America, Inc. and certain other persons may be deemed
participants in the solicitation of proxies from the shareholders of TCO in
connection with TCO's 2003 Annual Meeting of Shareholders. Information
concerning such participants is available in the tender offer statement,
Preliminary Proxy Statement and other documents filed by SPG and Westfield
with the Commission as described above, and further information will be
available in SPG/Westfield's Definitive Proxy Statement to be filed with the
Commission in connection with the solicitation of proxies in due course.
Shareholders of TCO are advised to read SPG/Westfield's Definitive Proxy
Statement in connection with SPG/Westfield's solicitation of proxies from TCO
shareholders when it becomes available, because it will contain important
information. Shareholders of TCO and other interested parties may obtain,
free of charge, copies of the Preliminary Proxy Statement and the Definitive
Proxy Statement (when available), and any other documents filed by
SPG/Westfield with the Commission in connection with the proxy solicitation
at the Commission's website as described above. The Preliminary Proxy
Statement and the Definitive Proxy Statement (when available) and these other
documents may also be obtained free of charge by contacting MacKenzie
Partners, Inc., the firm assisting SPG/Westfield in the solicitation of
proxies, toll-free at the number listed above.
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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