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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. 22)
                              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**
--------------------------------------------------------------------------------
           $1,221,120,520                             $244,224.10
--------------------------------------------------------------------------------

*    Estimated for purposes of calculating the amount of the filing fee only.
     Calculated by multiplying $20.00, the per share tender offer price, by
     61,056,026 shares of Common Stock, consisting of (i) 52,270,965 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) 7,185,009 shares of Common Stock
     issuable upon conversion of outstanding partnership units of The Taubman
     Realty Group, Limited Partnership ("TRG") and (iv) 1,597,783 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 Form 10-K 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        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. 22 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, 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 and by Amendment No. 21 thereto filed with the
Commission on March 21, 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. 22 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 28, 2003, SPG Inc., the Purchaser and WEA filed with
               the Commission Amendment No. 1 to the Preliminary Proxy
               Statement initially filed on March 21, 2003 under cover of
               Schedule 14A pursuant to the Securities Exchange Act of 1934, as
               amended (the "Amended Preliminary Proxy Statement") relating to
               the




               solicitation of proxies from the Company's shareholders with
               respect to the Company's 2003 annual meeting. A copy of the
               Amended Preliminary Proxy Statement is filed herewith as Exhibit
               (a)(5)(PP).

Item 11.       ADDITIONAL INFORMATION.

               On March 27, 2003, SPG Inc. and WEA announced the nomination of
               four nominees of SPG Inc. and the Purchaser to the Company's
               Board of Directors and the filing of the Amended Preliminary
               Proxy Statement. The full text of a press release, dated March
               27, 2003, issued by SPG Inc. and WEA with respect to such
               announcements is filed herewith as Exhibit (a)(5)(QQ).


Item 12.       EXHIBITS.

(a)(5)(PP)     Amendment No. 1 to Preliminary Proxy Statement in respect of
               Taubman Centers, Inc. filed by Simon Property Group, Inc., Simon
               Property Acquisitions, Inc. and Westfield America, Inc. on March
               28, 2003.

(a)(5)(QQ)     Press release issued by Simon Property Group, Inc. and Westfield
               America, Inc., dated March 27, 2003.






                                    SIGNATURE

     After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of March 28, 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 March 28, 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)(PP)     Amendment No. 1 to Preliminary Proxy Statement in respect of
               Taubman Centers, Inc. filed by Simon Property Group, Inc., Simon
               Property Acquisitions, Inc. and Westfield America, Inc. on March
               28, 2003.

(a)(5)(QQ)     Press release issued by Simon Property Group, Inc. and Westfield
               America, Inc., dated March 27, 2003.