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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. 9)
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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. 9 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 (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 Order dismissing that part of Simon's First Claim for Relief
challenging the 1998 issuance of Series B stock to certain of the defendants
under the Michigan Control Share Acquisitions Act in Simon's lawsuit pending
against Taubman Centers, Inc., A. Alfred Taubman, Robert S. Taubman, Lisa A.
Payne, Graham T. Allison, Peter Karmanos, Jr., William S. Taubman, Allan J.
Bloostein, Jerome A. Chazen, and S. Parker Gilbert. The Court concluded that
"the Michigan Control Share Acquisition Act does not pertain to a direct issue
from the corporation of its own shares" and that the "issuance of Series B stock
to [the Taubman family] in 1998 was not a 'control share acquisition' within the
meaning of the [Act]." The Court did not dismiss that portion of Simon's First
Claim for Relief that alleges that a group was formed in the year 2002 in
contravention of the Act. The Company believes the remaining Simon claims to be
without merit.
ITEM 9. EXHIBITS.
Item 9 is hereby amended and supplemented by adding thereto
the following:
EXHIBIT NO. DESCRIPTION
__________ ___________
Exhibit (a)(29) Opinion and Order issued on January 22, 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., A. Alfred Taubman, Robert S. Taubman,
Lisa A. Payne, Graham T. Allison, Peter Karmanos, Jr.,
William S. Taubman, Allan J. Bloostein, Jerome A.
Chazen, and S. Parker Gilbert
Exhibit (a)(30) Press Release issued by Taubman Centers on January 22,
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: January 22, 2003 Taubman Centers, Inc.
By: /s/ William S. Taubman
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William S. Taubman
Executive Vice President
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
__________ ___________
Exhibit (a)(29) Opinion and Order issued on January 22, 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., A. Alfred Taubman, Robert S. Taubman,
Lisa A. Payne, Graham T. Allison, Peter Karmanos, Jr.,
William S. Taubman, Allan J. Bloostein, Jerome A.
Chazen, and S. Parker Gilbert
Exhibit (a)(30) Press Release issued by Taubman Centers on January 22,
2003