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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. 3)
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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 KENNETH H. GOLD TREVOR S. NORWITZ
SCHWARTZ AND MIRO, WEINER & KREIMER ROBIN PANOVKA
COHN, LLP 38500 WOODWARD AVENUE, WACHTELL, LIPTON,
2290 FIRST NATIONAL SUITE 100 ROSEN & KATZ
BUILDING BLOOMFIELD HILLS, 51 WEST 52ND STREET
660 WOODWARD AVENUE MICHIGAN 48303 NEW YORK, NEW YORK
DETROIT, MICHIGAN (248) 646-2400 10019
48226-3583 (212) 403-1000
(313) 465-7000
[ ] 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. 3 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"), as set forth in a Tender Offer Statement filed
by Simon on Schedule TO, dated December 5, 2002 (the "Schedule TO"), to pay
$18.00 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. Unless otherwise indicated, all capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Schedule 14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
(b) BACKGROUND OF THE TRANSACTION
The section entitled "Background of the Transaction" is hereby
amended by adding the following paragraph to the end thereof:
On December 16, 2002, Simon filed preliminary proxy materials
with the SEC with respect to the solicitation by Simon and the Offeror
of Appointments of Designated Agents (the "Simon Solicitation").
According to the Simon Solicitation, Simon is making the Simon
Solicitation to call a special meeting of the shareholders of the
Company, at which meeting Simon will ask the Company's shareholders to
adopt a proposal to amend the Company's Restated Articles of
Incorporation to provide that the purchase by the Offeror of all of the
Common Shares tendered pursuant to the Simon Offer would not trigger the
Excess Share Provision, and a proposal urging the Company Board to pass
a resolution approving the Simon Offer in order to satisfy the Business
Combination Condition if the Company Board opts into the Michigan
Business Combination Act.
On December 20, 2002, the Board of Directors met with its legal
and financial advisors and considered the Simon Solicitation and the
proposals which Simon seeks to put before a shareholder meeting. The
Board unanimously resolved to recommend that shareholders revoke any
Appointments of Designated Agents, and if a special meeting were called,
to vote against Simon's proposals. In addition, the Board also amended
the Company's by-laws to specify in more detail the timing and
procedures that would apply to a special meeting requested by the
shareholders.
ITEM 9. EXHIBITS
Item 9 is hereby amended and supplemented by adding thereto the
following:
EXHIBIT NO. DESCRIPTION
Exhibit (a)(4) Restated By-Laws of Taubman Centers, Inc.
Exhibit (a)(17) Preliminary Revocation Solicitation Statement by
Taubman Centers, Inc. in Opposition to the
Solicitation of Agent Designations by Simon Property
Group, Inc. and Simon Property Acquisitions, Inc. to
call a Special Meeting of Taubman Centers, Inc.
Shareholders filed on Schedule 14A on December 20,
2002
Exhibit (a)(18) Notice to Participants of the Taubman Company and
Related Entities Employee Retirement Savings Plan
Exhibit (a)(19) Tender Offer Instruction Form for Participants of
the Taubman Company and Related Entities Employee
Retirement Savings Plan
Exhibit (a)(20) Letter to Taubman Associates, dated December 19, 2002
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: December 20, 2002 Taubman Centers, Inc.
By: /s/ Robert S. Taubman
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Robert S. Taubman
Chairman of the Board, President and
Chief Executive Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
Exhibit (a)(4) Restated By-Laws of Taubman Centers, Inc.
Exhibit (a)(17) Preliminary Revocation Solicitation Statement by
Taubman Centers, Inc. in Opposition to the
Solicitation of Agent Designations by Simon Property
Group, Inc. and Simon Property Acquisitions, Inc. to
call a Special Meeting of Taubman Centers, Inc.
Shareholders filed on Schedule 14A on December 20,
2002 (incorporated by reference to Schedule 14A
filed by Taubman Centers, Inc. on December 20, 2002)
Exhibit (a)(18) Notice to Participants of the Taubman Company and
Related Entities Employee Retirement Savings Plan
Exhibit (a)(19) Tender Offer Instruction Form for Participants of
the Taubman Company and Related Entities Employee
Retirement Savings Plan
Exhibit (a)(20) Letter to Taubman Associates, dated December 19, 2002