================================================================================
===============================
OMB APPROVAL
===============================
OMB Number: 3235-0515
===============================
Expires: April 30, 2005
===============================
Estimated average burden hours
per response: 43.5
===============================
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. 13)
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**
--------------------------------------------------------------------------------
$1,243,725,540 $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
Form or Registration Schedule TO (File No. 005-42862), Acquisitions, Inc.; Westfiled 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. 13 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 and by Amendment No. 12
thereto filed with the Commission on February 18, 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. 13 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 February 21, 2003, SPG Inc., the Purchaser and WEA filed
Amendment No. 1 to the Preliminary Proxy Statement under cover
of Schedule 14A pursuant to the Securities Exchange Act of
1934, as amended (the "Amended Preliminary Solicitation
Statement") with the Commission relating to the solicitation
of agent designations from the Company's shareholders in
connection with the calling of a special meeting of the
Company's shareholders. A copy of the Amended Preliminary
Solicitation Statement is filed herewith as Exhibit (a)(5)(T).
Item 12. EXHIBITS.
(a)(5)(T) Amended Preliminary Solicitation Statement in respect of
Taubman Centers, Inc. filed by Simon Property Group Inc.,
Simon Property Acquisitions, Inc. and Westfield America, Inc.
on February 21, 2003.
SIGNATURE
After due inquiry and to the best of their knowledge and
belief, the undersigned hereby certify as of February 21, 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 February 21, 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)(T) Amended Preliminary Solicitation Statement in respect
of Taubman Centers, Inc. filed by Simon Property
Group Inc., Simon Property Acquisitions, Inc. and
Westfield America, Inc. on February 21, 2003.