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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. 13)
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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. 13 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.
The Schedule 14D-9 is amended to include the following statement at the
end of the first paragraph of Item 3(a) on page 1:
Mr. Robert S. Taubman and Mr. William S. Taubman, both of whom are
directors and executive officers of the Company beneficially own in the
aggregate 559,795 shares of Series B Preferred Stock which represents 1.8% of
the outstanding Series B Preferred Stock, Courtney Lord owns 193,095 or less
than 1% of the outstanding Series B Preferred Stock and none of the other
directors or executive officers beneficially own any Series B Preferred Stock.
The members of the Taubman family beneficially own in the aggregate 25,141,852
shares of Series B Preferred Stock which represents 79.1% of the outstanding
Series B Preferred Stock. When viewed in conjunction with the management
interests described in this Section, the ownership interest of the individuals
who are directors and executive officers of the Company may be considered to be
an interest that differs from those of the unaffiliated holders of common stock.
However, given the members of the Taubman family's significant ownership stake
in the business as a whole, and the members of the Taubman family's shared
interest with the common shareholders of allowing the Company's assets to reach
their full potential, this Series B interest may also be considered to be
closely aligned with the unaffiliated holders of common stock.
ITEM 9. EXHIBITS.
Item 9 is hereby amended and supplemented by adding thereto
the following:
EXHIBIT NO. DESCRIPTION
___________ ___________
Exhibit (a)(35) Notice to Participants in the Taubman Company and
Related Entities Employee Retirement Savings Plan
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 31, 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
___________ ___________
Exhibit (a)(35) Notice to Participants in the Taubman Company and
Related Entities Employee Retirement Savings Plan