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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 8, 2003
SIMON PROPERTY GROUP, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 04-6268599 | 001-14469 | ||
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
(Commission File Number) |
115 WEST WASHINGTON STREET
INDIANAPOLIS, INDIANA 46204
(Address of principal executive offices and zip code)
(317) 636-1600
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On October 8, 2003, Simon Property Group, Inc. (the "Registrant") and Westfield America, Inc., the U.S. subsidiary of Westfield America Trust, issued a press release announcing that they were withdrawing their tender offer for all outstanding common shares of Taubman Centers, Inc. The press release is attached as Exhibit 99(a) and the information set forth therein is incorporated herein by reference and constitutes a part of this report.
As previously disclosed in its periodic reports, the Registrant will expense the deferred acquisition costs relating to this transaction. The deferred costs totaled approximately $10.5 million, net, at September 30, 2003, and will be expensed in the third quarter.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
- (c)
- Exhibits
- 99(a)
- Press Release dated October 8, 2003
2
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SIMON PROPERTY GROUP, INC. | |||
By: |
/s/ JAMES M. BARKLEY |
||
| Name: | James M. Barkley | ||
| October 8, 2003 | Title: | Secretary and General Counsel | |
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SIGNATURES
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Exhibit 99.(a)
| [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 Withdraw Tender Offer
for TCO Common Shares
NEW YORK, NY, October 8, 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 withdrawn their $20.00 all cash tender offer for all outstanding common shares of Taubman Centers, Inc. (NYSE: TCO).
The announcement follows the recent passage of a bill by the Michigan Legislature, signed into law by Michigan Governor Granholm yesterday, which amends the Michigan Control Share Acquisitions Act. The law was passed to overturn the ruling earlier this year by the Michigan Federal District Court that the Taubman family had violated the statute by not obtaining shareholder approval for their voting shares. The new legislation allows the Taubman family group to effectively block SPG's and Westfield's ability to conclude their all-cash offer for TCO common stock, which has been supported by the overwhelming majority of TCO's common shareholders.
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 238 properties containing an aggregate of 183 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.
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 65 centers, branded as Westfield Shoppingtowns. Westfield Shoppingtowns are home to over 8,500 specialty stores and encompass more than 65 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.
Simon Property Group and Westfield America Withdraw Tender Offer for TCO Common Shares