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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. 31)
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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 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.
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This Amendment No. 31 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. The Court granted the Company's motion to suspend the Court's earlier
injunction pending appeal. The Court further ordered the Company to move for an
expedited review of its appeal in the Sixth Circuit and ordered the Company to,
while the appeal is pending, refrain from engaging in any activity to impede
Simon's tender offer, including but not limited to a) repurchasing shares; b)
adopting a shareholders' rights plan, i.e. poison pill; c) amending the bylaws;
d) calling a shareholder's meeting; and d) asking for consents and/or
designations by shareholders. The Court did not prohibit Simon from extending
its tender offer beyond May 30, 2003. In compliance with the Court's Order the
Company intends to move for expedition of its appeal of the Court's earlier
decision 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 Order Granting Stay of Preliminary Injunction is
qualified by reference to the entire text of the Amended Opinion and Order,
which is attached hereto as Exhibit No. (a)(69) and incorporated herein by
reference.
ITEM 9. EXHIBITS.
Item 9 is hereby amended and supplemented by adding thereto the following:
Exhibit No. Description
__________ ___________
(a)(69) Order Granting Stay of Preliminary Injunction
issued on May 20, 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.
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 20, 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
___________ ___________
(a)(69) Order Granting Stay of Preliminary Injunction
issued on May 20, 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.