-----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, TEF1YEwliOO2cwhziVV/YnfO4UxnsrDM/XSNqyw3E7hoxNljubKpRiGWFYpcL79i oIE8F05ZT92zWoqIo5Q5Bw== 0000898822-03-000079.txt : 20030204 0000898822-03-000079.hdr.sgml : 20030204 20030204115519 ACCESSION NUMBER: 0000898822-03-000079 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030204 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TAUBMAN CENTERS INC CENTRAL INDEX KEY: 0000890319 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 382033632 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42862 FILM NUMBER: 03537780 BUSINESS ADDRESS: STREET 1: 200 E LONG LAKE RD STREET 2: SUITE 300 P O BOX 200 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48303-0200 BUSINESS PHONE: 2482586800 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TAUBMAN CENTERS INC CENTRAL INDEX KEY: 0000890319 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 382033632 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 200 E LONG LAKE RD STREET 2: SUITE 300 P O BOX 200 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48303-0200 BUSINESS PHONE: 2482586800 SC 14D9/A 1 feb4sched14d9a.txt AMENDMENT NO. 14 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------------- SCHEDULE 14D-9/A SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 14) --------------------- 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) --------------------- 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) -------------------- 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. ================================================================================ This Amendment No. 14 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 9. EXHIBITS. Item 9 is hereby amended and supplemented by adding thereto the following: EXHIBIT NO. DESCRIPTION ___________ ___________ Exhibit (a)(36) Letter to Taubman Centers Associates 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: February 4, 2003 Taubman Centers, Inc. By: /s/ Lisa A. Payne -------------------------------- Lisa A. Payne Executive Vice President, Chief Financial Officer EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ___________ ___________ Exhibit (a)(36) Letter to Taubman Centers Associates EX-99 3 feb4exa36tosched14d9a.txt LETTER TO TAUBMAN CENTER ASSOCIATES Dear Taubman Centers Associates: As the attached press release makes clear, today the Company announced that results for the fourth quarter and full year 2002 are expected to significantly exceed the Company's previously announced guidance to investors. We are very pleased with these strong results, which we believe validate both the strategies and the value of this Company. The Company also announced that it is increasing its guidance for 2003 as a result of the strong fourth quarter performance as well its progress on leasing and the favorable interest rate environment. The Company will release final results for 2002 including its supplemental disclosures on February 10, 2003. Each of you has played an integral role in the success of our Company. You have remained focused on our business and have continued to deliver. I want to thank each of you for your hard work and dedication. I also wanted to take this opportunity to update you on some of the latest developments regarding the Simon offer. In November, certain non-family stockholders granted me durable proxies providing me with the sole and absolute right to vote their shares. As you may know, on January 28, at my request, these voting agreements were terminated. The voting agreements formed the basis for at least one of the claims alleged by Simon in its litigation against the Company and by terminating these voting agreements we believe we have taken this issue off the table. You may have heard that Simon has imposed February 14 as a deadline and stated that it will withdraw its offer unless at least two-thirds of the common shares are tendered by the deadline. We believe that this "deadline" is illusory and irrelevant to the outcome of Simon's unsolicited hostile takeover effort. It is illusory because Simon cannot complete its offer unless at least two-thirds of Taubman Centers' 84 million voting shares - that's 56 million voting shares - approve the offer. As the members of the Taubman family hold approximately 30 percent of the voting shares and are opposed to the offer, this is extremely unlikely to happen. Accordingly, while I believe Simon will likely take the opportunity to generate significant press coverage if it receives two-thirds of the common shares - about 35 million of 52 million common shares - the underlying facts have not changed. There is no path to completion to Simon's offer, and therefore their statements will be irrelevant. We deeply appreciate your continued support and efforts. If you have any questions, please contact Barb Baker or me. We will keep you updated as events progress. -----END PRIVACY-ENHANCED MESSAGE-----