-----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, OapX4OhDE7O2O8GTsjohHbCztNL8jY+J5/7ssainRCQp4yg+hl5XkhGHze7seB4z uL6XP+ruPonO+uA/x7x2Ww== 0001104659-07-025827.txt : 20070404 0001104659-07-025827.hdr.sgml : 20070404 20070404155629 ACCESSION NUMBER: 0001104659-07-025827 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070330 FILED AS OF DATE: 20070404 DATE AS OF CHANGE: 20070404 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SIMON PROPERTY GROUP L P /DE/ CENTRAL INDEX KEY: 0001022344 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12994 FILM NUMBER: 07748799 BUSINESS ADDRESS: STREET 1: 225 WEST WASHINGTON CITY: INDIANAPOLIS STATE: IN ZIP: 46204-3438 BUSINESS PHONE: 317-636-1600 MAIL ADDRESS: STREET 1: 225 WEST WASHINGTON CITY: INDIANAPOLIS STATE: IN ZIP: 46204-3438 FORMER NAME: FORMER CONFORMED NAME: SIMON DEBARTOLO GROUP L P DATE OF NAME CHANGE: 19960906 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SIMON PROPERTY GROUP INC /DE/ CENTRAL INDEX KEY: 0001063761 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12994 FILM NUMBER: 07748800 BUSINESS ADDRESS: STREET 1: 225 WEST WASHINGTON STREET CITY: INDIANAPOLIS STATE: IN ZIP: 46204-3438 BUSINESS PHONE: 317-636-1600 MAIL ADDRESS: STREET 1: 225 WEST WASHINGTON STREET CITY: INDIANAPOLIS STATE: IN ZIP: 46204-3438 FORMER NAME: FORMER CONFORMED NAME: CORPORATE PROPERTY INVESTORS INC DATE OF NAME CHANGE: 19980610 4 1 a4.xml 4 X0202 4 2007-03-30 0 0000914713 MILLS CORP MLS 0001063761 SIMON PROPERTY GROUP INC /DE/ 225 W. WASHINGTON STREET INDIANAPOLIS IN 46204 0 0 1 0 0001022344 SIMON PROPERTY GROUP L P /DE/ 225 W. WASHINGTON STREET INDIANAPOLIS IN 46204 0 0 1 0 Common Stock, par value $0.01 per share 2007-03-30 4 J 0 28145000 25.25 A 77080908 I See Footnote Common Stock, par value $0.01 per share 2007-04-03 4 J 0 77080908 A 100 I See Footnote On March 30, 2007, SPG-FCM Acquisition, Inc. ("Sub") acquired an aggregate of 77,080,908 shares of common stock, par value $0.01 per share, of The Mills Corporation (the "Company") through (a) the contribution by SPG-FCM Ventures, LLC ("Purchaser") of 48,935,908 shares; (b) the contribution of funds managed by Farallon Capital Management, L.L.C. ("Farallon") of 6,145,000 shares, in exchange for a certain amount of shares of Sub; and (c) the acquisition by Sub of 22,000,000 shares through the exercise of its option granted pursuant to the Short Form Merger Option Agreement (the "Option Agreement") dated February 12, 2007 among the Company, Purchaser and Sub, at a consideration per share equal to $25.25, payable in the form of (i) $0.01 in cash per share and (ii) a promissory note from Purchaser for $25.25 per share less $0.01 per share (or an aggregate principal amount of $555,280,000). The amount of securities shown in this row is o wned beneficially by Purchaser, through Sub. Sub is a wholly owned subsidiary of Purchaser, and Purchaser is a joint venture between an entity owned by Simon Property Group, Inc. and Simon Property Group, L.P. (collectively "SPG") and Farallon. As a result of this relationship, SPG may be deemed to share beneficial ownership of the securities shown in this row. On April 3, 2007, the acquisition of the Company by Purchaser was completed by means of a merger of Sub with and into the Company (the "Merger"). In the Merger, all outstanding shares of common stock of the Company (the "Shares") (other than shares held by the Company, Purchaser or any subsidiary of Purchaser, which were cancelled pursuant to the Merger, and shares as to which appraisal rights are perfected under Delaware law) were converted into the right to receive the same $25.25 in cash per share, without interest, as was paid in the tender offer by Purchaser for all outstanding shares of the Company. As a result of the consummation of the Merger, and as a result of the relationship between Sub, Purchaser and SPG described in Footnote (2), SPG may be deemed to share beneficial ownership of all of the outstanding Shares of the Company. Under the terms of the Merger, the number of Shares outstanding immediately after the Merger is significantly less than when there were publicly traded Shares and is not related to the number of Shares prior to the Merger. /s/ Stephen E. Sterrett Stephen E. Sterrett, Executive Vice President and Chief Financial Officer, on behalf of Simon Property Group, Inc. 2007-04-03 /s/ Stephen E. Sterrett Stephen E. Sterrett, Executive Vice President and Chief Financial Officer on behalf of Simon Property Group, Inc., as general partner of Simon Property Group, L.P. 2007-04-03 -----END PRIVACY-ENHANCED MESSAGE-----