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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. 15)
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
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$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 Filing Party: Simon Property Group,
Paid: $248,745.11 Inc.; Simon Property
Form or Schedule TO Acquisitions, Inc.; Westfield America, Inc.
Registration (File No. 005-42862), Date Filed: December 5, 2002, December 16,
No.: Amendment No. 1 2002 and January 15, 2003
to the Schedule TO
and Amendment No. 5 to the 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: |_|
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SCHEDULE TO
This Amendment No. 15 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 and Amendment No. 14 thereto filed with the
Commission on February 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. 15 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 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
On February 26, 2003, David Simon, Chief Executive Officer
of SPG Inc. and Peter Lowy, Chief Executive Officer of WEA,
sent a letter to the independent members of the Company Board
inviting them to discuss actions that would facilitate the
consummation of the Offer and solutions that would address the
conflicting interests of the holders of Common Stock and
holders of The Taubman Realty Group Limited Partnership
interests. A copy of the letter is filed herewith
as Exhibit(a)(5)(v).
Item 12. EXHIBITS.
(a)(5)(V) Letter to the independent members of the Company Board from
David Simon, Chief Executive Officer of Simon Property Group,
Inc. and Peter Lowy, Chief Executive Officer of Westfield
America, Inc., dated February 26, 2003.
SIGNATURE
After due inquiry and to the best of their knowledge and
belief, the undersigned hereby certify as of February 27, 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 February 27, 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)(V) Letter to the independent members of the Company Board
from David Simon, Chief Executive Officer of Simon Property
Group, Inc. and Peter Lowy, Chief Executive Officer of
Westfield America, Inc., dated February 26, 2003.