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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. 19)
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. 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. 19 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 and Amendment No. 18 filed with the Commission
on March 3, 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. 19 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 March 6, 2003, SPG Inc. and the Purchaser made available certain
exhibits that had been filed with the United States District Court
for the Eastern District of Michigan (the "Court") in support of SPG
Plaintiffs' Motion for a Preliminary Injunction that had been filed
previously with the Court on January 31, 2003. The full text of
these exhibits are filed herewith as Exhibits (a)(5)(BB) through
(a)(5)(MM).
Item 12. EXHIBITS.
(a)(5)(BB) NOVA Restructuring and Recapitalization Plan.
(a)(5)(CC) Project NOVA Goldman Sachs Value Added Talking Points, dated August
18, 1998.
(a)(5)(DD) Goldman Sachs Memorandum to IBD Innovation Award Committee, dated
November 18, 1998.
(a)(5)(EE) Letter from Morgan Stanley Dean Witter to the Partnership Committee
of The Taubman Realty Group Limited Partnership and the Board of
Directors of Taubman Centers, Inc., dated August 17, 1998.
(a)(5)(FF) Excerpts from the Deposition Transcript of Allan J. Bloostein,
taken January 14, 2003.
(a)(5)(GG) Excerpts from the Deposition Transcript of Simon Parker Gilbert,
taken January 9, 2003.
(a)(5)(HH) Excerpts from the Deposition Transcript of G. William Miller, taken
January 22, 2003.
(a)(5)(II) Excerpts from the Deposition Transcript of Lisa Payne, taken
January 17, 2003.
(a)(5)(JJ) Excerpts from the Deposition Transcript of Christopher J. Niehaus,
taken January 17, 2003.
(a)(5)(KK) Excerpts from the Deposition Transcript of Adam Rosenberg, taken
January 24, 2003.
(a)(5)(LL) Excerpts from the Deposition Transcript of David Simon, taken
January 24, 2003.
(a)(5)(MM) Excerpts from the Deposition Transcript of Robert Taubman, taken
January 16, 2003.
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of March 6, 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 March 6, 2003 that the information set forth
in this statement is true, complete and correct.
WESTFIELD AMERICA, INC.
By: /s/ Peter R. Schwartz
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Name: Peter R. Schwartz
Title: Senior Executive Vice President
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a)(5)(BB) NOVA Restructuring and Recapitalization Plan.
(a)(5)(CC) Project NOVA Goldman Sachs Value Added Talking Points, dated August
18, 1998.
(a)(5)(DD) Goldman Sachs Memorandum to IBD Innovation Award Committee, dated
November 18, 1998.
(a)(5)(EE) Letter from Morgan Stanley Dean Witter to the Partnership Committee
of The Taubman Realty Group Limited Partnership and the Board of
Directors of Taubman Centers, Inc., dated August 17, 1998.
(a)(5)(FF) Excerpts from the Deposition Transcript of Allan J. Bloostein,
taken January 14, 2003.
(a)(5)(GG) Excerpts from the Deposition Transcript of Simon Parker Gilbert,
taken January 9, 2003.
(a)(5)(HH) Excerpts from the Deposition Transcript of G. William Miller, taken
January 22, 2003.
(a)(5)(II) Excerpts from the Deposition Transcript of Lisa Payne, taken
January 17, 2003.
(a)(5)(JJ) Excerpts from the Deposition Transcript of Christopher J. Niehaus,
taken January 17, 2003.
(a)(5)(KK) Excerpts from the Deposition Transcript of Adam Rosenberg, taken
January 24, 2003.
(a)(5)(LL) Excerpts from the Deposition Transcript of David Simon, taken
January 24, 2003.
(a)(5)(MM) Excerpts from the Deposition Transcript of Robert Taubman, taken
January 16, 2003.