-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AZyhQzcm9eXc+tqlPyvHQMAVXaq1qC3FOt1WRdw30O+Bm69BXDcG7ns3wlnqtNef tggYM9GPbMb/1S56AFS0pQ== 0001116679-07-001065.txt : 20070330 0001116679-07-001065.hdr.sgml : 20070330 20070330162416 ACCESSION NUMBER: 0001116679-07-001065 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070330 DATE AS OF CHANGE: 20070330 GROUP MEMBERS: CHAIM KATZMAN GROUP MEMBERS: GAZIT (1995), INC. GROUP MEMBERS: GAZIT CANADA INC. GROUP MEMBERS: GAZIT-GLOBE LTD. GROUP MEMBERS: HOLLYWOOD PROPERTIES LTD. GROUP MEMBERS: M G N (USA) INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MILLS CORP CENTRAL INDEX KEY: 0000914713 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 521802283 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48327 FILM NUMBER: 07733084 BUSINESS ADDRESS: STREET 1: 1300 WILSON BLVD STREET 2: STE 400 CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 7035265000 MAIL ADDRESS: STREET 1: 1300 WILSON BLVD STREET 2: SUITE 400 CITY: ARLINGTON STATE: VA ZIP: 22209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Gazit-Globe Ltd CENTRAL INDEX KEY: 0001379009 IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1 HASHALOM ST. CITY: TEL-AVIV STATE: L3 ZIP: 67892 BUSINESS PHONE: (212) 305-944-7988 MAIL ADDRESS: STREET 1: 1660 NE MIAMI GARDENS DRIVE, SUITE 1 CITY: NORTH MIAMI BEACH STATE: FL ZIP: 33179 SC 13D/A 1 sc13da6-033007.htm AMENDMENT NO. 6

As filed with the Securities and Exchange Commission on March 30, 2007

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

 

 

 

 

The Mills Corporation

(Name of Issuer)

 

 

Common Stock, $0.01 Par Value Per Share

(Title of Class of Securities)

 

 

601148109

(CUSIP Number)

 

Martin Edelman, Esq.

Mark Schonberger, Esq.

Michael L. Zuppone, Esq.

Paul, Hastings, Janofsky & Walker LLP

75 East 55th Street

New York, New York 10022

(212) 318-6906

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

 

                                       March 29, 2007                                  

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 


 

CUSIP No. 601148109

 

Page 2 of 9 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Chaim Katzman

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ý
(b)  o

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

Not Applicable

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States and Israel

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%

14

TYPE OF REPORTING PERSON

IN

 

 


 

CUSIP No. 601148109

 

Page 3 of 9 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Gazit-Globe Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ý
(b)  o

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

Not Applicable

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Israel

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%

14

TYPE OF REPORTING PERSON

CO

 

 


 

CUSIP No. 601148109

 

Page 4 of 9 Pages

 

SCHEDULE 13D

 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

M G N (USA) INC.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ý
(b)  o

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

Not Applicable

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Nevada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%

14

TYPE OF REPORTING PERSON

CO

 

 


 

CUSIP No. 601148109

 

Page 5 of 9 Pages

 

 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

GAZIT (1995), INC.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ý
(b)  o

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

Not Applicable

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Nevada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%

14

TYPE OF REPORTING PERSON

CO

 

 


 

CUSIP No. 601148109

 

Page 6 of 9 Pages

 

 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

HOLLYWOOD PROPERTIES LTD.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ý
(b)  o

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

Not Applicable

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%

14

TYPE OF REPORTING PERSON

CO

 

 


 

CUSIP No. 601148109

 

Page 7 of 9 Pages

 

 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Gazit Canada Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ý
(b)  o

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

Not Applicable

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Ontario, Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%

14

TYPE OF REPORTING PERSON

CO

 

 


 

CUSIP No. 601148109

 

Page 8 of 9 Pages

 

 

 

Explanatory Note: This Amendment No. 6 (this “Amendment”) to the Schedule 13D of Chaim Katzman, Gazit-Globe Ltd. (“Gazit”), M G N (USA) INC. (“MGN”), GAZIT (1995), INC. (“1995”) Gazit Canada Inc. (“Canada”) and Hollywood Properties Ltd. (“Hollywood”) (collectively, the “Gazit Group, we,” us” or the “Reporting Persons”) filed on October 25, 2006 (the “Initial 13D”) relates to the Common Stock, par value $.01 each (“Shares”) of The Mills Corporation, a Delaware corporation (the “Issuer or Mills”). The Initial 13D, together with Amendment Nos. 1 through 5 to the Initial 13D and this Amendment, shall be collectively referred to herein as the “Schedule 13D.”

Item 3.

Source and Amount of Funds and Other Consideration.

Item 3 is amended and restated in its entirety as follows:

Not applicable.

Item 4.

Purpose of Transaction.

The last two paragraphs of Item 4 are hereby replaced in their entirety with the following:

On March 1, 2007 SPG-FCM Ventures, LLC (“Purchaser”), an affiliate of Simon Property Group, Inc. and Farallon Capital Management, L.L.C., offered to purchase all outstanding Shares at a price per share of $25.25, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 1, 2007, and in the related Letter of Transmittal (the Tender Offer). The Reporting Persons tendered all of their Shares to the Purchaser in the Tender Offer, and, on March 29, 2007, the Purchaser accepted all of the Reporting Persons’ Shares for purchase. As a result, the Reporting Persons no longer beneficially own any Shares.

 

Item 5.

Interests in Securities of the Issuer.

 

Item 5 is hereby amended and restated in its entirety by the following:

 

(a)          As discussed in Item 4, the Reporting Persons ceased to be the beneficial owners of any Shares on March 29, 2007. Accordingly, the Reporting persons own 0% of the Shares.

 

(b)          As discussed in Item 4, the Reporting Persons ceased to be the beneficial owners of any Shares on March 29, 2007. Accordingly, none of the Reporting Persons have voting or dispositive power with respect to any Shares.

 

(c)          None of the Reporting Persons has effected any transactions in the Shares within the past 60 days.

 

(d)

Not applicable.

 

(e)          The Reporting Persons ceased to be the beneficial owner of over 5% of the Shares on March 29, 2007.

 

 


 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

 

CHAIM KATZMAN

 

 

Date: March 29, 2007

 

 

By:

 

 

/s/ Chaim Katzman

 

 

GAZIT-GLOBE LTD.

 

 

Date: March 29, 2007

 

 

By:

 

 

/s/ Chaim Katzman

 

 

Name: Chaim Katzman

 

 

Title:   Chairman

 

 

M G N (USA) INC.

 

 

Date: March 29, 2007

 

 

By:

 

 

/s/ Chaim Katzman

 

 

Name: Chaim Katzman

 

 

Title:   President

 

 

GAZIT (1995), INC.

 

 

Date: March 29, 2007

 

 

By:

 

 

/s/ Chaim Katzman

 

 

Name: Chaim Katzman

 

 

Title:   President

 

 

HOLLYWOOD PROPERTIES LTD.

 

 

Date: March 29, 2007

 

 

By:

 

 

/s/ Chaim Katzman

 

 

Name: Chaim Katzman

 

 

Title:   Attorney-in-fact

 

 

GAZIT CANADA INC.

 

 

Date: March 29, 2007

 

 

By:

 

 

/s/ Dori Segal

 

 

Name: Dori Segal

 

 

Title:   President

 

 

 


 

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