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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. 20)
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
======================================= ========================================
* 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 and Amendment No. 5 Date Filed: December 5, 2002, December 16, 2002 and
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. 20 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, Amendment No. 15 thereto filed
with the Commission on February 27, 2003, Amendment No. 16 thereto filed with
the Commission on February 27, 2003, Amendment No. 17 thereto filed with the
Commission on February 28, 2003, Amendment No. 18 filed with the Commission on
March 3, 2003 and Amendment No. 19 filed with the Commission on March 6, 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. 20 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 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
On March 18, 2003, SPG Inc. and WEA issued a press release and open
letter to the Company's shareholders announcing their intention to
propose four nominees for election to the Company's Board of
Directors at the Company's upcoming annual meeting of shareholders.
The press release is filed herewith as Exhibit (a)(5)(NN).
Item 12. EXHIBITS.
(a)(5)(NN) Press Release issued by Simon Property Group, Inc. and Westfield
America, Inc., dated March 18, 2003.
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of March 18, 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 March 18, 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)(NN) Press Release issued by Simon Property Group, Inc. and
Westfield America, Inc., dated March 18, 2003.
EXHIBIT (a)(5)(NN)
[LETTERHEAD OF SIMON & WESTFIELD]
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 FOUR
NOMINEES TO TAUBMAN BOARD OF DIRECTORS AT ANNUAL MEETING
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NEW YORK, MARCH 18, 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 four nominees for
election to the Board of Directors of Taubman Centers, Inc. (NYSE: TCO) at TCO's
upcoming Annual Meeting.
David Simon, Chief Executive Officer of SPG, and Peter Lowy, Chief
Executive Officer of Westfield America, Inc., today issued an open letter to TCO
shareholders. The text follows:
To the Shareholders of Taubman Centers, Inc:
We recently wrote to the independent members of the TCO Board urging them to
take an active and independent role in discussing solutions to facilitate the
SPG/Westfield $20.00 per share cash offer for all outstanding TCO common shares.
We were surprised and disappointed by the TCO Board's outright rejection of yet
another genuine invitation to initiate a constructive dialogue.
The dismissive nature of your elected representatives' rejection makes it
abundantly clear that the TCO Board is continuing to listen only to management
and turning a deaf ear to the public shareholders. The TCO Board's position on
price and the timing of the sale of the Company ignores the will and judgment of
85% of the TCO common shareholders who want to accept the SPG/Westfield offer.
At the same time the TCO Board announced its rejection of our most recent
initiative, the Michigan legislature was considering new legislation introduced
under the guise of "technical" amendments to Michigan corporate law. This
legislation, if enacted, could have the effect of (1) insulating further the TCO
Board from the TCO common shareholders, (2) undermining the outcome of the
judicial process initiated by SPG in the Michigan Federal Court, and (3)
impeding further our ability to promptly conclude the all-cash, 50% premium
offer that 85% of TCO's common shareholders want to accept.
In light of your overwhelming support, the continuing failure of the TCO Board
to act independently and TCO's attempt to entrench itself further through an
anti-shareholder legislative agenda, we have decided to nominate a slate of
directors at the upcoming Annual Meeting of TCO Shareholders. Accordingly, we
will propose the nomination of four highly qualified individuals for election to
the TCO Board who will represent the interests of the TCO common shareholders in
an independent and unbiased manner. In accordance with the applicable provisions
of the Restated Bylaws of TCO, we expect to provide TCO with all required
information relating to such nominees by the end of the month.
We thank you for the mandate you gave us on February 14th when 85% of the common
shareholders tendered into our offer, and we look forward to your continued
support in our effort to deliver to you $20.00 per share.
Very truly yours,
David Simon Peter Lowy
Chief Executive Officer Chief Executive Officer
Simon Property Group, Inc. Westfield America, Inc.
* * *
The $20.00 per share all-cash offer for TCO shares will expire on
midnight, New York City time, on March 28, 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.
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 nine assets in Europe and Canada
and ownership interests in other real estate assets. Additional Simon Property
Group, Inc. information is available at
http://about.simon.com/corpinfo/index.html.
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, Inc. and Simon Property
Acquisitions, Inc., a wholly owned subsidiary of Simon Property Group, Inc.
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.
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 and
other documents filed by SPG and Westfield with the Commission as described
above, and further information will be available in SPG/Westfield's Preliminary
Proxy Statement and 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.
