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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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Schedule 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 29)
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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)
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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)
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With copies to:
Cyril Moscow Jeffrey H. Miro Adam O. Emmerich
Honigman Miller Schwartz Kenneth H. Gold Trevor S. Norwitz
and Miro, Weiner & Kramer Robin Panovka
Cohn, LLP 38500 Woodward Avenue, Wachtell, Lipton, Rosen
2290 First National Suite 100 & Katz
Building Bloomfield Hills, 51 West 52nd Street
660 Woodward Avenue Michigan 48303 New York, New York 10019
Detroit, Michigan (248) 646-2400 (212) 403-1000
48226-3583
(313) 465-7000
o Check the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
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This Amendment No. 29 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 8. Additional Information to be Furnished.
(a) Legal Matters
The United States District Court for the Eastern District of
Michigan issued an Amended Opinion and Order in the case styled Simon Property
Group, Inc. and Simon Property Acquisitions, Inc. v. Taubman Centers, Inc., et
al., and Lionel Z. Glancy v. Robert S. Taubman, et al. The Court dismissed
Simon's challenge to the 1998 restructuring of Taubman Centers and denied
Simon's contention that the Taubman Centers Board improperly rejected Simon's
tender offer. The Court also dismissed the Glancy case without prejudice and
dismissed Smith from the Simon case. The Court entered an order preliminarily
enjoining (i) the voting of the shares owned by the members of the Taubman
family (owners of over 30% of the voting power of the Company) and by certain
other shareholders of the Company (owners of approximately 3% of the voting
power of the Company), and (ii) the enforcement of the December 20, 2002
amendments to the Company's By-Laws. The foregoing description of the Court's
Amended Opinion and Order is qualified by reference to the entire text of the
Amended Opinion and Order, which is attached hereto as Exhibit No. (a)(67) and
incorporated herein by reference.
ITEM 9. Exhibits.
Item 9 is hereby amended and supplemented by adding thereto the following:
Exhibit No. Description
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(a)(67) Amended Opinion and Order issued on May 8, 2003 by the
United States District Court for the Eastern District of
Michigan in the matter of Simon Property Group, Inc. and
Simon Property Acquisitions, Inc. v. Taubman Centers,
Inc., et al., and Lionel Z. Glancy v. Robert S. Taubman,
et al.
(a)(68) Press release issued by Taubman Centers on May 8, 2003
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: May 9, 2003 Taubman Centers, Inc.
By: /s/ Lisa A. Payne
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Lisa A. Payne
Executive Vice President,
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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(a)(67) Amended Opinion and Order issued on May 8, 2003 by the
United States District Court for the Eastern District of
Michigan in the matter of Simon Property Group, Inc. and
Simon Property Acquisitions, Inc. v. Taubman Centers, Inc.,
et al., and Lionel Z. Glancy v. Robert S. Taubman, et al.
(a)(68) Press release issued by Taubman Centers on May 8, 2003