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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. 18)
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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. 18 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
On January 31, 2003, Simon Property Group, Inc., and Simon Property
Acquisitions, Inc. filed a Memorandum of Law in Support of Plaintiffs' Motion
For a Preliminary Injunction in the United States District Court for the Eastern
District of Michigan (the "Court") (the "Memorandum of Law"). The brief and its
exhibits were initially filed under seal pursuant to Court order. On February
20, 2003, the Court made the brief public, but its exhibits remain under seal.
Also on January 31, 2003, one of the shareholder plaintiffs filed an
Amended Verified Class Action and Derivative Complaint with the Court. This
complaint was initially filed under seal pursuant to Court order. The
shareholder plaintiffs also filed on January 31, 2003 a memorandum of law in
support of a preliminary injunction. On February 20, 2003, the Court made this
Complaint public, but did not make public the shareholder plaintiff's memorandum
of law.
On February 21, 2003, the Company filed a Defendants' Brief in
Opposition to Plaintiffs' Motions for a Preliminary Injunction. Defendants also
filed certain exhibits to this brief under seal pursuant to Court order.
ITEM 9. EXHIBITS.
Item 9 is hereby amended and supplemented by adding thereto the following:
EXHIBIT NO. DESCRIPTION
___________ ___________
(a)(38) Shareholder Letter
(a)(39) Shareholder Letter
(a)(45) Memorandum of Law in Support of Plaintiffs'
Motion for a Preliminary Injunction, filed on
January 31, 2003, by Simon Property Group, Inc.,
and Simon Property Acquisitions, Inc. in the
United States District Court for the Eastern
District of Michigan
(a)(46) Amended Verified Class Action and Derivative
Complaint titled Lionel Z. Glancy v. Robert S.
Taubman, William S. Taubman, Lisa A. Payne,
Graham T. Allison, Peter Karmanos, Jr., Allan J.
Bloostein, Jerome A. Chazen, S. Parker Gilbert
and Taubman Cetners, Inc., filed on January 31,
2003 in the United States District Court for the
Eastern District of Michigan
(a)(47) Defendants' Brief in Opposition to Plaintiff's
Motions for a Preliminary Injunction, filed by
Taubman Centers on February 21, 2003 in the
United States District Court for the Eastern
District of Michigan
(a)(48) Declaration of Alan Miller
(a)(49) Declaration of James J. Hanks, Jr.
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: February 24, 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
EXHIBIT INDEX
Exhibit No. Description
___________ ____________
(a)(38) Shareholder Letter
(a)(39) Shareholder Letter
(a)(45) Memorandum of Law in Support of Plaintiffs'
Motion for a Preliminary Injunction, filed on
January 31, 2003, by Simon Property Group, Inc.,
and Simon Property Acquisitions, Inc. in the
United States District Court for the Eastern
District of Michigan
(a)(46) Amended Verified Class Action and Derivative
Complaint titled Lionel Z. Glancy v. Robert S.
Taubman, William S. Taubman, Lisa A. Payne,
Graham T. Allison, Peter Karmanos, Jr., Allan J.
Bloostein, Jerome A. Chazen, S. Parker Gilbert
and Taubman Cetners, Inc., filed on January 31,
2003 in the United States District Court for the
Eastern District of Michigan
(a)(47) Defendants' Brief in Opposition to Plaintiffs'
Motions for a Preliminary Injunction, filed by
Taubman Centers on February 21, 2003 in the
United States District Court for the Eastern
District of Michigan
(a)(48) Declaration of Alan Miller
(a)(49) Declaration of James J. Hanks, Jr.