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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 38)
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
-----------------------------------
CALCULATION OF FILING FEE
============================================================================================
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
- --------------------------------------------------------------------------------------------
$ 1,160,416,360 $ 232,083.27
============================================================================================
* 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. 2 to the Registrant's Preliminary Revocation Solicitation Statement on
Schedule 14A filed on May 14, 2003, the Registrant's Schedule 14D-9 filed
on December 11, 2002, the Registrant's Annual Report on Forms 10-K and
10-K/A for the year ended December 31, 2002 and the Registrant's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2003.
** 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.; Westfield America, Inc.
No.: Amendment No. 1 to the Schedule TO Date Filed: December 5, 2002, December 16, 2002 and
and Amendment No. 5 to the January 15, 2003
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: / /
================================================================================
SCHEDULE TO
This Amendment No. 38 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, by Amendment No. 34 thereto filed with the
Commission on June 25, 2003, by Amendment No. 35 thereto filed with the
Commission on June 30, 2003, by Amendment No. 36 thereto filed with the
Commission on July 22, 2003 and by Amendment No. 37 thereto filed with the
Commission on August 1, 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. 38 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 August 4, 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 29, 2003. The full text
of a press release, dated August 4, 2003, issued by SPG Inc. and
WEA with respect to such announcement is filed herewith as
Exhibit (a)(5)(LLL).
Item 12. EXHIBITS.
(a)(5)(LLL) Press release issued by Simon Property Group, Inc. and Westfield
America, Inc., dated August 4, 2003.
SIGNATURE
After due inquiry and to the best of their knowledge and belief,
the undersigned hereby certify as of August 4, 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 August 4, 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)(LLL) Press release issued by Simon Property Group, Inc. and Westfield America, Inc.,
dated August 4, 2003.
EXHIBIT 99(a)(5)(LLL)
[SIMON PROPERTY GROUP LOGO]
[WESTFIELD LOGO]
SIMON CONTACT: WESTFIELD CONTACT:
Shelly Doran George Sard/Paul Caminiti/Hugh Burns Katy Dickey
Simon Property Group 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 29, 2003
INDIANAPOLIS, AUGUST 4, 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 August 29, 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 August 1, 2003, TCO
shareholders had tendered and not withdrawn approximately 30,157,311 shares.
ABOUT SIMON PROPERTY GROUP
Simon Property Group, Inc. (NYSE:SPG), headquartered in Indianapolis, Indiana,
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 237 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.
Additional Simon Property Group information is available at 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,
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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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