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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. 37)
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**
--------------------------------------------------------------------------------------
$ 1,160,416,360 $ 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
Form or Registration Schedule TO (File No. 005-42862),
No.: Amendment No. 1 to the Schedule TO
and Amendment No. 5 to the
Schedule TO
Filing Party: Simon Property Group, Inc.; Simon Property
Acquisitions, Inc.; Westfield America, Inc.
Date Filed: December 5, 2002, December 16, 2002 and
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: / /
================================================================================
SCHEDULE TO
This Amendment No. 37 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 and by Amendment No. 36 thereto filed with the
Commission on July 22, 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. 37 to the Schedule TO is being filed
on behalf of the Purchaser, SPG Inc. and Westfield America, Inc.
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.
The Indiana Attorney General has filed on behalf of the State of
Indiana a Brief of Amicus Curiae, dated July 28, 2003 (the "Amicus
Brief") in the United States Court of Appeals for the Sixth
Circuit, in support of appellees (the Purchaser and SPG Inc.)
and in support of affirmance of the order issued by the United
States District Court for the Eastern District on May 8, 2003.
A copy of the Amicus Brief is filed herewith as
Exhibit (a)(5)(KKK).
Item 12. EXHIBITS.
(a)(5)(KKK) Brief of Amicus Curiae, filed on behalf of the State of Indiana, by
the Indiana Attorney General, dated July 28, 2003, in the United
States Court of Appeals for the Sixth Circuit.
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of August 1, 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 August 1, 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)(KKK) Brief of Amicus Curiae, filed on behalf of the State of
Indiana, by the Indiana Attorney General, dated July
28, 2003, in the United States Court of Appeals for the
Sixth Circuit.