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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 28)
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TAUBMAN CENTERS, INC.
(Name of Subject Company)
TAUBMAN CENTERS, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
876664103
(CUSIP Number of Class of Securities)
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LISA A. PAYNE
TAUBMAN CENTERS, INC.
200 EAST LONG LAKE ROAD
SUITE 300, P.O. BOX 200
BLOOMFIELD HILLS, MICHIGAN 48303
(248) 258-6800
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of the Person(s) Filing Statement)
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WITH COPIES TO:
CYRIL MOSCOW JEFFREY H. MIRO ADAM O. EMMERICH
HONIGMAN MILLER SCHWARTZ AND KENNETH H. GOLD TREVOR S. NORWITZ
COHN, LLP MIRO, WEINER & KRAMER ROBIN PANOVKA
2290 FIRST NATIONAL BUILDING 38500 WOODWARD AVENUE, WACHTELL, LIPTON, ROSEN
660 WOODWARD AVENUE SUITE 100 & KATZ
DETROIT, MICHIGAN 48226-3583 BLOOMFIELD HILLS, 51 WEST 52ND STREET
(313) 465-7000 MICHIGAN 48303 NEW YORK, NEW YORK 10019
(248) 646-2400 (212) 403-1000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Amendment No. 29 amends and supplements the Solicitation/ Recommendation
Statement on Schedule 14D-9 initially filed with the Securities and Exchange
Commission (the "Commission") on December 11, 2002 (as subsequently amended, the
"Schedule 14D-9"), by Taubman Centers, Inc., a Michigan corporation (the
"Company" or "Taubman Centers") relating to the tender offer made by Simon
Property Acquisitions, Inc. ("Offeror"), a wholly owned subsidiary of Simon
Property Group, Inc. ("Simon") and Westfield America, Inc. ("Westfield"), as set
forth in a Tender Offer Statement filed by Simon on Schedule TO, dated December
5, 2002 (the "Schedule TO") and a Supplement to the Offer to Purchase, dated
January 15, 2003 filed by Simon on Schedule TO-T/A (Amendment No. 6) (the
"Supplement"), to pay $20.00 net to the seller in cash, without interest
thereon, for each Common Share, upon the terms and subject to the conditions set
forth in the Schedule TO and the Supplement. Unless otherwise indicated, all
capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Schedule 14D-9.
ITEM 8. Additional Information to be Furnished.
(a) Legal Matters
The United States District Court for the Eastern District of
Michigan issued an Order in the case styled Simon Property Group, Inc. and Simon
Property Acquisitions, Inc. v. Taubman Centers, Inc., et al., and Lionel Z.
Glancy v. Robert S. Taubman, et al. The Court dismissed Simon's challenge to the
1998 restructuring of Taubman Centers and denied Simon's contention that the
Taubman Centers Board improperly rejected Simon's tender offer. The Court also
entered an order enjoining the voting of "those shares represented in the voting
agreements previously entered with Robert Taubman," which constitute roughly
three percent of the voting power of the Company. The Court specifically stated
that, "The Taubmans are, likewise, entitled to vote any shares that they held
prior to Robert Taubman's voting agreement contracts or that they have since
acquired." The Court also dismissed the Glancy case without prejudice, dismissed
Smith from the Simon case and enjoined the enforcement of the December 20, 2002
amendments to the Company's By-Laws. The foregoing description of the Court's
Order is qualified by reference to the entire text of the Order, which is
attached hereto as Exhibit No. (a)(65) and incorporated herein by reference.
ITEM 9. Exhibits.
Item 9 is hereby amended and supplemented by adding thereto the following:
Exhibit No. Description
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(a)(65) Opinion and Order issued on May 1, 2003 by the
United States District Court for the Eastern
District of Michigan in the matter of Simon
Property Group, Inc. and Simon Property
Acquisitions, Inc. v. Taubman Centers, Inc., et
al., and Lionel Z. Glancy v. Robert S. Taubman,
et al.
(a)(66) Press release issued by Taubman Centers on
May 1, 2003
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 2, 2003 Taubman Centers, Inc.
By: /s/ Lisa A. Payne
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Lisa A. Payne
Executive Vice President,
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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(a)(65) Opinion and Order issued on May 1, 2003 by the
United States District Court for the Eastern
District of Michigan in the matter of Simon
Property Group, Inc. and Simon Property
Acquisitions, Inc. v. Taubman Centers, Inc., et
al., and Lionel Z. Glancy v. Robert S. Taubman,
et al.
(a)(66) Press release issued by Taubman Centers, Inc. on
May 1, 2003