SC TO-T/A 1 a2100393zscto-ta.txt SC TO-T/A -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- OMB APPROVAL OMB NUMBER: 3235-0515 EXPIRES: APRIL 30, 2005 ESTIMATED AVERAGE BURDEN HOURS PER RESPONSE: 43.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------ SCHEDULE TO/A TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------------ (AMENDMENT NO. 6) 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) ------------------------------ 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
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE** $1,243,725,540 $248,745.11
* 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 Paid: $248,745.11 Filing Party: Simon Property Group, Inc.; Simon Property Acquisitions, Inc.; Westfield Form or Registration No.: Schedule TO (File No. 005-42862), America, Inc. Amendment No. 1 and Amendment No. 5 to the Schedule TO Date Filed: December 5, 2002, December 16, 2002 and January 15, 2003
/ / 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: / / -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SCHEDULE TO This Amendment No. 6 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 and by Amendment No. 5 thereto filed with the Commission on January 15, 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. 6 to the Schedule TO is being filed on behalf of the Purchaser, SPG Inc. and Westfield America, Inc. 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 information set forth in the Supplement is hereby incorporated by reference in answer to Items 1 through 11 of this Schedule TO. Item 12. EXHIBITS. (a)(1)(I) Supplement to the Offer to Purchase, dated January 15, 2003. (a)(1)(J) Revised Letter of Transmittal. (a)(1)(K) Revised Notice of Guaranteed Delivery. (a)(1)(L) Revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. (a)(1)(M) Form of Revised Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. (a)(5)(I) Letter to Shareholders of Taubman Centers, Inc., dated January 15, 2003. (a)(5)(J) Offer Agreement, dated January 15, 2003, between Simon Property Group, Inc., Simon Property Acquisitions, Inc. and Westfield America, Inc. (a)(5)(K) Commitment Letter, dated January 15, 2003, between Westfield America Limited Partnership, UBS AG, Stamford Branch and Deutsche Bank AG, Cayman Islands Branch.
SIGNATURE After due inquiry and to the best of their knowledge and belief, the undersigned hereby certify as of January 15, 2003 that the information set forth in this statement is true, complete and correct. SIMON PROPERTY GROUP, INC. By: /s/ JAMES M. BARKLEY ------------------------------------------------ Name: James M. Barkley Title: Secretary and General Counsel SIMON PROPERTY ACQUISITIONS, INC. By: /s/ JAMES M. BARKLEY ------------------------------------------------ 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 January 15, 2003 that the information set forth in this statement is true, complete and correct. WESTFIELD AMERICA, INC. By: /s/ PETER R. SCHWARTZ ------------------------------------------------ Name: Peter R. Schwartz Title: Senior Executive Vice President
EXHIBIT INDEX EXHIBIT NO. DESCRIPTION --------- ------------------------------------------------------------ (a)(1)(I) Supplement to the Offer to Purchase, dated January 15, 2003. (a)(1)(J) Revised Letter of Transmittal. (a)(1)(K) Revised Notice of Guaranteed Delivery. (a)(1)(L) Revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. (a)(1)(M) Form of Revised Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. (a)(5)(I) Letter to Shareholders of Taubman Centers, Inc., dated January 15, 2003. (a)(5)(J) Offer Agreement, dated January 15, 2003, between Simon Property Group, Inc., Simon Property Acquisitions, Inc. and Westfield America, Inc. (a)(5)(K) Commitment Letter, dated January 15, 2003, between Westfield America Limited Partnership, UBS AG, Stamford Branch and Deutsche Bank AG, Cayman Islands Branch.