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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. 11)
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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. 11 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 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
(a) Arrangements with Executive Officers and Directors of Taubman Centers
Item 3(a) of the Schedule 14D-9 is hereby amended and supplemented by adding the
following to the Section entitled "Voting Agreements":
On January 28, 2003, Robert S. Taubman and the other persons who
were parties to the Voting Agreements terminated them, and as of such date the
Voting Agreements are no longer in force or effect. There are no longer any
agreements, arrangements or understandings between Robert S. Taubman and any of
the other parties to the Voting Agreements in relation to the Common Stock. The
Voting Agreements formed the basis for at least one of the claims alleged by the
Simon Property Group in its litigation against the Company. While Robert S.
Taubman believes that all of the claims are without merit, he believes that
terminating these voting agreements will eliminate the issues Simon has raised
based on these agreements.
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 28, 2003 Taubman Centers, Inc.
By: /s/ Robert S. Taubman
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Robert S. Taubman
Chairman of the Board, President
and Chief Executive Officer