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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE
TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Taubman Centers, Inc.
(Name of Subject Company (Issuer))
Simon Property Acquisitions, Inc.
Simon Property Group, 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.
Simon Property Group, Inc.
National City Center
115 West Washington Street
Suite 15 East
Indianapolis, IN 46024
Telephone: (317) 636-1600
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
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Copies
to:
Steven A. Seidman, Esq.
Robert B. Stebbins, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019
Telephone: (212) 728-8000
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CALCULATION OF FILING FEE
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Amount of Filing Fee**
Transaction Valuation*
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$1,119,305,574 $223,861.11
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* Estimated for purposes of calculating the amount of the filing fee only.
Calculated by multiplying $18.00, the per share tender offer price, by
62,183,643 shares of Common Stock, consisting of (i) 52,205,122 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 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: $223,861.11 Filing Party: Simon Property Group, Inc.
Form or Registration No.: (File No. 005-42862) Date Filed: December 5, 2002
[.] 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: [ ]
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SCHEDULE TO
This Amendment No. 4 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 and by Amendment No. 3
thereto filed with the Commission on December 30, 2002 (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 $18.00 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 in the related Letter of
Transmittal (which, together with any supplements or amendments, collectively
constitute the "Offer"). This Amendment No. 4 to the Schedule TO is being filed
on behalf of the Purchaser and SPG Inc.
Capitalized terms used and not defined herein shall have the meanings
assigned to such terms in the Offer to Purchase and the Schedule TO, as
applicable.
The item numbers and responses thereto below are in accordance with the
requirements of the Schedule TO.
Item 11. Additional Information.
On December 26, 2002, SPG Inc. and the Purchaser filed a Memorandum of Law
in Opposition to Defendants' Motion to Dismiss Count One of the Complaint in the
United States District Court for the Eastern District of Michigan, in response
to the Motion to Dismiss SPG Inc.'s and the Purchaser's First Claim for Relief
for failure to state a claim under the Michigan Control Share Act, filed on
December 16, 2002 by the Company, the Company Board and certain members of the
Taubman family.
Item 12. Exhibits.
(a)(5)(F) Memorandum of Law in Opposition to Defendants' Motion to Dismiss
Count One of the Complaint, filed by Simon Property Group, Inc.
and Simon Property Acquisitions, Inc. on December 26, 2002 in the
United States District Court for the Eastern District of
Michigan.
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of December 31, 2002 that the information set
forth in this statement is true, complete and correct.
SIMON PROPERTY GROUP, INC.
By: /s/ James M. Barkley
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Name: James M. Barkley
Title: Secretary and General Counsel
SIMON PROPERTY ACQUISITIONS, INC.
By: /s/ James M. Barkley
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Name: James M. Barkley
Title: Secretary and Treasurer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a)(5)(F) Memorandum of Law in Opposition to Defendants' Motion to Dismiss
Count One of the Complaint, filed by Simon Property Group, Inc.
and Simon Property Acquisitions, Inc. on December 26, 2002 in the
United States District Court for the Eastern District of
Michigan.