================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------
SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 16)
---------------------
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)
---------------------
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)
--------------------
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.
================================================================================
This Amendment No. 16 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.
Item 3(a) is hereby amended and supplemented by adding thereto the following:
PASS-THROUGH VOTING AGREEMENTS
The following persons each individually signed a Pass-Through Voting
Agreement, a form of which is filed as Exhibit (a)(42): Robert S. Taubman;
William S. Taubman; Gayle T. Kalisman; The A. Alfred Taubman Restated
Revocable Trust, as amended and restated in its entirety by Instrument dated
March 12, 2002; TRA Partners; Taub-Co Holdings LLC, TG Partners Limited
Partnership; TG Acquisitions; Taubman Realty Ventures LLC and R&W-TRG, LLC.
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS AND PROPOSALS.
Item 7 is hereby amended and supplemented by adding thereto the following:
On February 10, 2003 the Company announced the expansion of its Common
Share repurchase program by $100,000,000. Further details relating to the
Company's repurchase program are contained in a Rule 13e-1 Transaction Statement
filed by the Company with the Securities and Exchange Commission on February 10,
2003.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
(a) LEGAL MATTERS
Item 8(a) is hereby amended and supplemented by adding thereto the following:
On February 5, 2003, Simon and the Offeror filed a Second Amended
Complaint for Declaratory and Injunctive Relief in the United States District
Court for the Eastern District of Michigan 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, alleging, among other things, breach of
fiduciary duty. The Second Amended Complaint adds as a plaintiff Mr. Randall J.
Smith (whom the Second Amended Complaint identifies as Executive Vice President
of Westfield) and also includes allegations purporting to reflect certain
changes to the Offer subsequent to the filing of the First Amended Complaint on
December 27, 2002.
ITEM 9. EXHIBITS.
Item 9 is hereby amended and supplemented by adding thereto the following:
EXHIBIT NO. DESCRIPTION
___________ ___________
(a)(40) Partial transcript of Fourth Quarter 2002
Conference Call held on February 10, 2003
(a)(41) Second Amended Complaint for Declaratory and
Injunctive Relief titled Simon Property Group,
Inc., Simon Acquisitions, Inc., and Randall J.
Smith 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, filed on February 5, 2003
in the United States District Court in the
Eastern District of Michigan
(a)(42) Form of Pass-Through Voting Agreement
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 10, 2003 Taubman Centers, Inc.
By: /s/ Robert S. Taubman
____________________________________
Robert S. Taubman
Chairman of the Board, President and
Chief Executive Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
___________ ___________
(a)(40) Partial transcript of Fourth Quarter 2002
Conference Call held on February 10, 2003
(a)(41) Second Amended Complaint for Declaratory and
Injunctive Relief titled Simon Property Group,
Inc., Simon Acquisitions, Inc., and Randall J.
Smith 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, filed on February 5, 2003
in the United States District Court in the
Eastern District of Michigan
(a)(42) Form of Pass-Through Voting Agreement