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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
TAUBMAN CENTERS, INC.
(Name of Subject Company (Issuer))
SIMON PROPERTY ACQUISITIONS, INC.
SIMON PROPERTY GROUP, INC.
WESTFIELD AMERICA, INC.
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
876664103
(CUSIP Number of Class of Securities)
James M. Barkley, Esq. Peter R. Schwartz, Esq.
Simon Property Group, Inc. Westfield America Inc.
National City Center 11601 Wilshire Boulevard
115 West Washington Street 12th Floor
Suite 15 East Los Angeles, CA 90025
Indianapolis, IN 46024 Telephone: (310) 445-2427
Telephone: (317) 636-1600
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
------------------------------
Copies to:
Steven A. Seidman, Esq. Scott V. Simpson, Esq.
Robert B. Stebbins, Esq. Skadden, Arps, Slate, Meagher & Flom LLP
Willkie Farr & Gallagher One Canada Square
787 Seventh Avenue Canary Wharf
New York, New York 10019 London, E14 5DS, England
Telephone: (212) 728-8000 Telephone: (44) 20 7519 7000
-------------------------------------------------
CALCULATION OF FILING FEE
===============================================================================
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
- -------------------------------------------------------------------------------
$1,243,725,540 $248,745.11
===============================================================================
* Estimated for purposes of calculating the amount of the filing fee only.
Calculated by multiplying $20.00, the per share tender offer price, by
62,186,277 shares of Common Stock, consisting of (i) 52,207,756 outstanding
shares of Common Stock, (ii) 2,269 shares of Common Stock issuable upon
conversion of 31,767,066 outstanding shares of Series B Non-Participating
Convertible Preferred Stock, (iii) 7,097,979 shares of Common Stock
issuable upon conversion of outstanding partnership units of The Taubman
Realty Group, Limited Partnership ("TRG") and (iv) 2,878,273 shares of
Common Stock issuable upon conversion of outstanding options (each of which
entitles the holder thereof to purchase one partnership unit of TRG which,
in turn, is convertible into one share of Common Stock), based on the
Registrant's Preliminary Proxy Statement on Schedule 14A filed on December
20, 2002, the Registrant's Schedule 14D-9 filed on December 11, 2002 and
the Registrant's Quarterly Report on Form 10-Q for the period ended
September 30, 2002.
** The amount of the filing fee calculated in accordance with Regulation
240.0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th
of one percent of the value of the transaction.
/X/ Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $248,745.11 Filing Party: Simon Property Group, Inc.; Simon Property
Form or Registration No.: Schedule TO (File No. 005-42862), Acquisitions, Inc.; Westfield America, Inc.
Amendment No. 1 to the Schedule TO Date Filed: December 5, 2002, December 16, 2002 and
and Amendment No. 5 to the January 15, 2003
Schedule TO
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
/ / Check the appropriate boxes below to designate any transactions to
which the statement relates.
/X/ third-party tender offer subject to Rule
14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: / /
===============================================================================
SCHEDULE TO
This Amendment No. 7 amends and supplements the Tender Offer Statement on
Schedule TO originally filed with the Securities and Exchange Commission (the
"Commission") on December 5, 2002, as amended and supplemented by Amendment No.
1 thereto filed with the Commission on December 16, 2002, by Amendment No. 2
thereto filed with the Commission on December 27, 2002, by Amendment No. 3
thereto filed with the Commission on December 30, 2002, by Amendment No. 4
thereto filed with the Commission on December 31, 2002, by Amendment No. 5
thereto filed with the Commission on January 15, 2003 and by Amendment No. 6
thereto filed with the Commission on January 15, 2003 (as amended and
supplemented, the "Schedule TO") relating to the offer by Simon Property
Acquisitions, Inc., a Delaware corporation (the "Purchaser") and wholly owned
subsidiary of Simon Property Group, Inc., a Delaware corporation ("SPG Inc."),
to purchase all of the outstanding shares of common stock, par value $.01 per
share (the "Shares"), of Taubman Centers, Inc. (the "Company") at a purchase
price of $20.00 per Share, net to the seller in cash, without interest thereon,
upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated December 5, 2002 (the "Offer to Purchase"), and the Supplement to the
Offer to Purchase, dated January 15, 2003 (the "Supplement"), and in the related
revised Letter of Transmittal (which, together with any supplements or
amendments, collectively constitute the "Offer"). This Amendment No. 7 to the
Schedule TO is being filed on behalf of the Purchaser, SPG Inc. and Westfield
America, Inc. ("WEA").
Capitalized terms used and not defined herein shall have the meanings
assigned to such terms in the Offer to Purchase, the Supplement and the Schedule
TO, as applicable.
The item numbers and responses thereto below are in accordance with the
requirements of Schedule TO.
Item 11. ADDITIONAL INFORMATION.
On January 16, SPG Inc., the Purchaser and WEA published a summary
advertisement announcing that the Offer Price has been increased to $20.00 per
Share and the Expiration Date of the Offer has been extended until 12:00
midnight, New York City time, on February 14, 2003. The full text of the
advertisement is filed herewith as Exhibit (a)(1)(N).
On January 16, 2003, Westfield America Trust, the majority shareholder
of WEA, issued a press release announcing that WEA has joined SPG Inc. in the
Offer and the Offer Price has been increased to $20.00 per Share. The full
text of the press release is filed herewith as Exhibit (a)(5)(L).
On January 16, 2003, Westfield America Trust made available certain
materials regarding the Offer on its website, located under "Taubman
Presentation" at www.westfield.com/au/americatrust. A copy of those materials,
dated January 16, 2003, is filed herewith as Exhibit (a)(5)(M).
Item 12. EXHIBITS.
(a)(1)(N) Summary Advertisement, dated January 16, 2003.
(a)(5)(L) Press Release issued by Westfield America Trust, dated January 16,
2003.
(a)(5)(M) Materials regarding the Offer, dated January 16, 2003.
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of January 16, 2003 that the information set forth
in this statement is true, complete and correct.
SIMON PROPERTY GROUP, INC.
By: /s/ JAMES M. BARKLEY
------------------------------------
Name: James M. Barkley
Title: Secretary and General Counsel
SIMON PROPERTY ACQUISITIONS, INC.
By: /s/ JAMES M. BARKLEY
------------------------------------
Name: James M. Barkley
Title: Secretary and Treasurer
After due inquiry and to the best of its knowledge and belief, the
undersigned hereby certifies as of January 16, 2003 that the information set
forth in this statement is true, complete and correct.
WESTFIELD AMERICA, INC.
By: /s/ PETER R. SCHWARTZ
-------------------------------
Name: Peter R. Schwartz
Title: Senior Executive Vice President
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a)(1)(N) Summary Advertisement, dated January 16, 2003.
(a)(5)(L) Press Release issued by Westfield America Trust, dated
January 16, 2003.
(a)(5)(M) Materials regarding the Offer, dated January 16, 2003.
EXHIBIT (a)(1)(N)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is made solely
by the Offer to Purchase dated December 5, 2002 (the "Offer to Purchase"), the
supplement thereto dated January 15, 2003 (the "Supplement") and the related
revised Letter of Transmittal and is not being made to (nor will tenders be
accepted from or on behalf of) holders of Shares in any jurisdiction in which
the making of the Offer or the acceptance thereof would not be in compliance
with the laws of such jurisdiction. In any jurisdiction where securities, blue
sky or other laws require the Offer to be made by a licensed broker or dealer,
the Offer shall be deemed made on behalf of the Purchaser by Merrill Lynch,
Pierce, Fenner & Smith Incorporated (the "Dealer Manager") or one or more
registered brokers or dealers licensed under the laws of such jurisdiction.
Simon Property Acquisitions, Inc.,
a wholly owned subsidiary of
Simon Property Group, Inc.,
Has Increased the Price of its Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
Taubman Centers, Inc.
to
$20.00 Net Per Share
Simon Property Acquisitions, Inc., a Delaware corporation (including any
successor thereto, the "Purchaser"), has increased the price of its offer to
purchase all the outstanding shares of common stock, par value $.01 per share
(the "Common Stock" or the "Shares"), of Taubman Centers, Inc., a Michigan
corporation (the "Company"), to a price of $20.00 per Share, net to the seller
in cash, without interest thereon (the "Offer Price"), upon the terms and
subject to the conditions set forth in the Offer to Purchase, the Supplement and
the related revised Letter of Transmittal (which, together with any amendments
or supplements thereto, constitute the "Offer"). The Purchaser is a direct
wholly owned subsidiary of Simon Property Group, Inc., a Delaware corporation
("SPG Inc.").
SPG Inc., Westfield America, Inc. ("WEA"), and the Purchaser have entered into
an Offer Agreement dated January 15, 2003 (the "Offer Agreement"), which
provides, among other things, that (i) all decisions with respect to the Offer
shall be made jointly by SPG Inc. and WEA and (ii) if the Offer is consummated,
WEA (or its designated assignee) will acquire 50% of the Purchaser at a purchase
price equal to 50% of the aggregate Offer Price paid by the Purchaser in the
Offer, and SPG Inc. and WEA will jointly control the Shares purchased in the
Offer.
SHAREHOLDERS WHO HAVE ALREADY TENDERED SHARES PURSUANT TO THE OFFER USING THE
PREVIOUSLY DISTRIBUTED (BLUE) LETTER OF TRANSMITTAL OR (YELLOW) NOTICE OF
GUARANTEED DELIVERY AND WHO HAVE NOT WITHDRAWN SUCH SHARES NEED NOT TAKE ANY
FURTHER ACTION IN ORDER TO RECEIVE THE INCREASED OFFER PRICE OF $20.00 PER SHARE
IF SHARES ARE ACCEPTED AND PAID FOR BY THE PURCHASER PURSUANT TO THE OFFER,
EXCEPT AS MAY BE REQUIRED BY
THE GUARANTEED DELIVERY PROCEDURE IF SUCH PROCEDURE WAS UTILIZED.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, FEBRUARY 14, 2003, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other conditions set forth in the Offer to
Purchase, (1) there being validly tendered and not withdrawn prior to the
expiration of the Offer such number of Shares that represents, together with
Shares owned by the Purchaser, SPG Inc., WEA or any of their respective
subsidiaries, at least two-thirds (2/3) of the total voting power (as described
in the Offer to Purchase) of the Company, (2) the Purchaser being satisfied, in
its sole discretion, that after consummation of the Offer none of the Shares
acquired by the Purchaser shall be deemed "Excess Stock" (as defined in the
Offer to Purchase), (3) full voting rights for all Shares to be acquired by the
Purchaser in the Offer having been approved by the shareholders of the Company
pursuant to the Michigan Control Share Act (as defined in the Offer to
Purchase), or the Purchaser being satisfied, in its sole discretion, that the
provisions of such statute are invalid or otherwise inapplicable to the Shares
to be acquired by the Purchaser pursuant to the Offer, and (4) the Purchaser
being satisfied, in its sole discretion, that, after consummation of the Offer,
the Michigan Business Combination Act (as defined in the Offer to Purchase) will
not prohibit for any period of time, or impose any shareholder approval
requirement with respect to, the proposed second step merger or any other
business combination involving the Company and the Purchaser (or any other
affiliate of SPG Inc. or WEA).
Except as otherwise expressly set forth in the Supplement and the revised Letter
of Transmittal, all of the terms and conditions of the Offer previously set
forth in the Offer to Purchase remain applicable in all respects to the Offer,
and the Supplement and the revised Letter of Transmittal should be read in
conjunction with the Offer to Purchase.
The purpose of the Offer is for SPG Inc. and WEA to acquire control of, and
ultimately all the Common Stock of, the Company. If the Offer is consummated,
SPG Inc. and WEA currently intend, as soon as practicable following the
consummation of the Offer, to propose and seek to have the Company consummate a
merger or similar business combination (the "Proposed Merger") with the
Purchaser (or its designated assignee) pursuant to which each then outstanding
Share (other than Shares held by the Purchaser, SPG Inc., WEA or their
respective subsidiaries) would be converted into the right to receive an amount
in cash per Share equal to the highest price per Share paid by the Purchaser
pursuant to the Offer, without interest.
SPG Inc., WEA and the Purchaser are seeking to negotiate with the Company with
respect to the combination of the Company with the Purchaser. SPG Inc. and WEA
are willing to allow holders of limited partnership interests in The Taubman
Realty Group Limited Partnership, including the Taubman family, to retain their
economic interest in The Taubman Realty Group Limited Partnership or, at such
holders' option, to participate in a potential transaction on mutually
acceptable terms to be agreed to by the parties whereby such holders could
receive either the Offer Price or an equivalent value for such holders' limited
partnership interests by exchanging such interests on a tax efficient basis for
Simon Property Group, L.P. limited partnership interests and/or securities of
certain affiliates of WEA. Although they are open to discussing various
potential transactions with the holders of such limited partnership units, none
of SPG Inc., WEA nor the
Purchaser has made or is making an offer to exchange such securities for any
securities at this time. Any such offer would only be made in accordance with
applicable securities laws. Holders of limited partnership interests in The
Taubman Realty Group Limited Partnership and the Company's Series A and Series B
Preferred Stock are not eligible to receive the Offer Price or other
consideration in connection with the Offer. The Purchaser reserves the right to
amend the Offer (including amending the number of Shares to be purchased and the
Offer Price) upon entering into a merger agreement with the Company or to
negotiate a merger agreement with the Company not involving a tender offer
pursuant to which the Purchaser would terminate the Offer and the Shares would,
upon consummation of such merger, be converted into cash and/or securities of
SPG Inc., its affiliates or certain affiliates of WEA in such amounts as are
negotiated by SPG Inc., WEA and the Company.
For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered and not withdrawn as, if
and when the Purchaser gives oral or written notice to Computershare Investor
Services (the "Depositary") of the Purchaser's acceptance of such Shares for
payment pursuant to the Offer. In all cases, upon the terms and subject to the
conditions of the Offer, payment for Shares purchased pursuant to the Offer will
be made by deposit of the purchase price therefor with the Depositary, which
will act as agent for tendering shareholders for the purpose of receiving
payment from the Purchaser and transmitting payment to validly tendering
shareholders. Upon the deposit of funds with the Depositary for the purpose of
making payments to tendering shareholders, the Purchaser's obligation to make
such payment shall be satisfied and tendering shareholders must thereafter look
solely to the Depositary for payment of amounts owed to them by reason of the
acceptance for payment of Shares pursuant to the Offer. Under no circumstances
will interest on the purchase price for Shares be paid by the Purchaser
regardless of any extension of the Offer or by reason of any delay in making
such payment. If, on or prior to the Expiration Date, the Purchaser increases
the consideration being paid for Shares accepted for payment pursuant to the
Offer, such increased consideration will be paid to all shareholders whose
Shares are purchased in the Offer, whether or not such Shares were tendered
before the increase in consideration. The Purchaser will pay any stock transfer
taxes incident to the transfer to it of validly tendered Shares, except as
otherwise provided in Instruction 6 of the Letter of Transmittal, as well as any
charges and expenses of the Depositary and the Information Agent.
The term "Expiration Date" means 12:00 midnight, New York City time, on February
14, 2003, unless and until the Purchaser, in its sole discretion, extends the
period of time for which the Offer is open, in which event the term "Expiration
Date" means the time and date at which the Offer, as so extended by the
Purchaser, will expire. Subject to the applicable rules and regulations of the
Securities and Exchange Commission, the Purchaser expressly reserves the right
(but will not be obligated), in its sole discretion, at any time and from time
to time, to extend the period during which the Offer is open for any reason by
giving oral or written notice of the extension to the Depositary and by making a
public announcement of the extension. Under no circumstances will interest on
the purchase price for Shares be paid by the Purchaser regardless of any
extension of the Offer or by reason of any delay in making such payment. Any
extension, delay, termination, waiver or amendment of the Offer will be followed
as promptly as
practicable by public announcement thereof, and such announcement in the case of
an extension will be made no later than 9:00 a.m., New York City time, on the
next business day after the previously scheduled Expiration Date. The Purchaser
does not currently intend to make available a "subsequent offering period"
(within the meaning of Rule 14d-11 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), but has the right to do so under Rule 14d-11.
If the Purchaser extends the Offer or if the Purchaser is delayed in its
acceptance for payment of or payment (whether before or after its acceptance for
payment of Shares) for Shares or it is unable to pay for Shares pursuant to the
Offer for any reason, then, without prejudice to the Purchaser's rights under
the Offer, the Depositary may retain tendered Shares on behalf of the Purchaser,
and such Shares may not be withdrawn except to the extent tendering shareholders
are entitled to withdrawal rights as described under Section 4 of the Offer to
Purchase and the Supplement. However, the ability of the Purchaser to delay the
payment for Shares that the Purchaser has accepted for payment is limited by
Rule 14e-1(c) under the Exchange Act, which requires that a bidder pay the
consideration offered or return the securities deposited by or on behalf of
shareholders promptly after the termination or withdrawal of such bidder's
offer.
If any tendered Shares are not purchased pursuant to the Offer for any reason,
or if Shares purchased by certificates are submitted representing more Shares
than are tendered, certificates representing unpurchased or untendered Shares
will be returned, without expense to the tendering shareholder (or, in the case
of Shares delivered (a) pursuant to the book-entry transfer procedures set forth
in Section 3 of the Offer to Purchase, such Shares will be credited to an
account maintained within the Depositary Trust Company (the "Book-Entry Transfer
Facility") or (b) by credit in connection with the Taubman Centers, Inc. Direct
Registration System that are not accepted for payment by crediting the account
with the Taubman Centers, Inc. Direct Registration System indicated in the
Letter of Transmittal), as promptly as practicable following the expiration,
termination or withdrawal of the Offer.
Shares tendered pursuant to the Offer may be withdrawn at any time on or prior
to the Expiration Date and, unless theretofore accepted for payment by the
Purchaser pursuant to the Offer, may also be withdrawn at any time after the
Expiration Date.
For a withdrawal to be effective, a notice of withdrawal must be timely received
by the Depositary at one of its addresses set forth on the back cover of the
Offer to Purchase. Any such notice of withdrawal must specify the name of the
person who tendered the Shares to be withdrawn, the number of Shares to be
withdrawn and the name of the registered holder of the Shares to be withdrawn,
if different from the name of the person who tendered the Shares. If Share
certificates evidencing Shares to be withdrawn have been delivered or otherwise
identified to the Depositary, then, prior to the physical release of such
certificates, the serial numbers shown on such certificates must be submitted to
the Depositary and, unless such Shares have been tendered by an Eligible
Institution (as defined in the Offer to Purchase), the signatures on the notice
of withdrawal must be guaranteed by an Eligible Institution. If Shares have been
delivered pursuant to the procedures for book-entry transfer as set forth in
Section 3 of the Offer to Purchase, any notice of withdrawal must also specify
the name and number of the account at the Book-Entry Transfer Facility to be
credited with the withdrawn Shares and otherwise comply with the Book-Entry
Transfer Facility's procedures.
Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will
be deemed not validly tendered for purposes of the Offer, but may be retendered
at any subsequent time on or prior to the Expiration Date by following any of
the procedures described in Section 3 of the Offer to Purchase and Section 2 of
the Supplement (as and to the extent applicable). All questions as to the form
and validity (including time of receipt) of notices of withdrawal will be
determined by the Purchaser in its sole discretion, whose determination will be
final and binding on all parties.
The Supplement and the revised Letter of Transmittal and all other relevant
materials will be mailed to record holders of Shares and furnished to brokers,
dealers, banks, trust companies and similar persons whose names, or the names of
whose nominees, appear on the Company's shareholder lists, or, if applicable,
who are listed as participants in a clearing agency's security position listing,
for subsequent transmittal to beneficial owners of Shares.
The receipt of cash pursuant to the Offer or the Proposed Merger will be a
taxable transaction for U.S. federal income tax purposes and also may be a
taxable transaction under applicable state, local or foreign income or other tax
laws.
Shareholders of the Company should consult their own tax advisors
regarding the specific tax consequences to them of the Offer and the Proposed
Merger, including the applicability and effect of U.S. federal, state, local and
foreign income and other tax laws in their particular circumstances. The
information required to be disclosed by Rule 14d-6(d)(1) under the Exchange Act
is contained in the Offer to Purchase and is incorporated herein by reference.
The Offer to Purchase, the original Letter of Transmittal, the Supplement and
the revised Letter of Transmittal contain important information that
Shareholders should carefully read before any decision is made with respect to
the Offer.
Any questions or requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses and telephone numbers
set forth below. Additional copies of the Offer to Purchase, the Supplement, the
revised Letter of Transmittal and all other tender offer materials may be
obtained from the Information Agent as set forth below, and will be furnished
promptly at the Purchaser's expense. No fees or commissions will be payable to
brokers, dealers or other persons (other than the Dealer Manager and the
Information Agent) for soliciting tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
MACKENZIE PARTNERS, INC.
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
or
Call Toll-Free (800) 322-2885
E-mail: proxy@mackenziepartners.com
The Dealer Manager for the Offer is:
MERRILL LYNCH & CO.
4 World Financial Center
New York, New York 10080
Call Toll-Free (866) 276-1462
January 15, 2003
Exhibit (a)(5)(L)
[WESTFIELD LOGO]
MEDIA RELEASE
16 January 2003
WESTFIELD AMERICA TRUST JOINS SIMON PROPERTY GROUP'S TAKEOVER
BID FOR TAUBMAN CENTERS IN THE US
(TOTAL ASSETS - US$4 BILLION)
Westfield America, Inc., the U.S. subsidiary of Westfield America Trust
(ASX:WFA) has joined Simon Property Group (NYSE: SPG) in a revised bid for
Taubman Centers Inc. (NYSE: TCO), a leading US shopping centre company.
The offer price to acquire all Taubman common shares will be increased from
US$18 per share to US$20 per share. If the bid is successful Westfield America
would pay US$522 million to jointly acquire the currently outstanding Taubman
common shares.
This transaction would be accretive to Westfield America Trust's earnings per
unit.
The Taubman portfolio comprises 21 super regional and regional malls located in
nine states. Taubman, a regional mall real estate investment trust, was founded
in 1950 and has been a public company since 1992.
The tender price of US$20 per share represents a premium to Taubman common
shareholders of 50% over the share price when Simon made its first takeover
proposal and a premium of 25% over the closing share price on 14 January 2003.
The tender offer period will be open until 14 February 2003 and will be
withdrawn on this date if shares representing at least two-thirds of the
outstanding common shares of Taubman have not been tendered into the revised
offer.
The conditions of the current tender offer for Taubman otherwise remain
unchanged.
"We expect the increased offer will be well received by the Taubman
shareholders. We believe the increased bid is fully priced and provides Taubman
shareholders with the opportunity to receive a substantial takeover premium,"
Westfield Managing Director Peter Lowy said.
Westfield America has put in place a loan facility provided by Deutsche Bank and
UBS Warburg to fund its share of the revised tender offer.
ENDS
WESTFIELD AMERICA TRUST (ASX: WFA) is the second-largest property trust listed
on the Australian Stock Exchange. WFA owns a majority interest in the Westfield
America portfolio of 63 centres, branded as Westfield Shoppingtowns. Westfield
Shoppingtowns are home to more than 8,400 specialty stores and encompass 64
million square feet in the states of California, Colorado, Connecticut, Florida,
Illinois, Indiana, Maryland, Missouri, Nebraska, New Jersey, New York, North
Carolina, Ohio and Washington.
www.westfield.com
Issued by WESTFIELD AMERICA MANAGEMENT LIMITED ACN 072 780 619
For further information contact: Matthew Abbott +61 2 9358 7333
Page 1 of 2
[WESTFIELD LOGO]
MEDIA RELEASE
TAUBMAN FACT SHEET US DOLLARS
- ------------------ ----------
Capital Structure:
Common Shares 52.2m @ $20/share $1.04 bn
Operating Partnership Units* 31.8m $0.64 bn
Perpetual Preferred Stock* (@ book value) $0.30 bn
--------
$1.98 bn
Debt (@ 30 Sep '02) $2.02 bn
--------
Total Assets of Taubman $4.00 bn
Number of Shopping Centers: 21
Geographic split by region:
East Coast 11
West Coast 5
Mid West 5
Number of Department Stores 87
Number of Specialty Stores 3,200
Total GLA (sq ft million) 23.9
Average Specialty Store Sales per sq ft** $456
Average Specialty Store Rents per sq ft** $40.97
Occupancy** 88.6%
* Not the subject of the bid
** as at 31 December 2001
www.westfield.com
Issued by WESTFIELD AMERICA MANAGEMENT LIMITED ACN 072 780 619
Page 2 of 2
Exhibit (a)(5)(M)
WESTFIELD AMERICA
JOINS SIMON TENDER OFFER
FOR TAUBMAN
16 JANUARY 2003
[WESTFIELD LOGO]
0
- --------------------------------------------------------------------------------
[WESTFIELD LOGO]
AMERICA TRUST
OVERVIEW
- --------------------------------------------------------------------------------
o Westfield America Trust (ASX: WFA), through Westfield America, Inc. has
joined Simon Property Group (NYSE: SPG) in Simon's revised tender offer for
Taubman Centers, Inc. (NYSE: TCO) common shares.
o Offer price has been increased from US$ 18 to US$ 20 per share.
o The offer values Taubman at US$ 4 billion.
o Westfield America's 50% share of the tender offer for currently outstanding
Taubman common shares equates to US$ 522* million.
o Tender offer will be extended to 14 February 2003 and will be withdrawn
unless two-thirds of Taubman Common Shares have been tendered by that
date.
* Assumes no conversion of Operating Partnership units.
1
- --------------------------------------------------------------------------------
[WESTFIELD LOGO]
AMERICA TRUST
BACKGROUND
- --------------------------------------------------------------------------------
o Simon announced formal tender offer for Taubman at an offer price of $18
per share on 5 December 2002 after several approaches to Taubman.
o Taubman board has rejected Simon's offer.
o Westfield America and Simon have joined together in an increased offer for
all of Taubman's common shares. By joining together and increasing the
offer the likelihood of success is increased.
o The increased offer represents a 50% premium to the Taubman closing share
price on the date preceding Simon's written acquisition proposal and a
premium of 25% to the closing share price on 14 January 2003.
2
- --------------------------------------------------------------------------------
[WESTFIELD LOGO]
AMERICA TRUST
TCO PRICE FROM IPO TO PRESENT
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
[THE GRAPH DEPICTS THE SHARE PRICE OF THE COMMON STOCK OF TAUBMAN CENTERS,
INC. BEGINNING ON NOVEMBER 20, 1992 AND ENDING ON JANUARY 14, 2003 AND SHOWS
THAT THE OFFER PRICE OF $20.00 PER SHARE REPRESENTS (I) A 50% PREMIUM TO THE
CLOSING PRICE ON OCTOBER 15, 2002, THE DATE PRECEDING SIMON'S INITIAL OFFER
TO TAUBMAN CENTERS, INC. REGARDING A POTENTIAL TRANSACTION, (II) A 25%
PREMIUM TO THE CLOSING PRICE ON APRIL 15, 2002, THE ALL-TIME HIGHEST CLOSING
PRICE OF THE COMMON STOCK OF TAUBMAN CENTERS, INC. AND (III) A 25% PREMIUM TO
THE CLOSING PRICE ON JANUARY 14, 2002]
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OPPORTUNITY FOR WFA
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o Taubman portfolio comprises 21 super regional and regional malls
- above industry average catchments
- high household incomes
- high turnover per square foot
- Occupancy of 89%
o Potential for upside from
- intensive property management, aggressive leasing and branding in near
term; and
- redevelopment in longer term
o Acquisition would be accretive to earnings per unit
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PORTFOLIO SUMMARY
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Taubman* WFA
--------- ---------
o As of December 2002:
-- No. of centres owned 21 63
-- Total GLA (sq ft millions) 23.9 64.0
-- Mall GLA (sq ft millions) 10.2 24.7
-- No. mall stores 3,200 8,400
o Operating statistics as at December 2001
-- Speciality sales per sq ft US $456 US $379
-- Occupancy 88.6% 95%
-- Occupancy costs 14.7% 13.2%
-- Average Rent US $40.97 US $35.09
-- Average Rent/ Sales 8.9% 9.3%
o Note: Westfield America operating statistics are pre. Jacobs and RNA
* Statistics exclude 3rd party properties managed by Taubman
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TAUBMAN PROPERTY PORTFOLIO
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[GRAPHIC OMITTED]
[GRAPHIC DEPICTS A MAP OF THE CONTINENTAL UNITED STATES SHOWING LOCATIONS OF
TAUBMAN CENTERS, INC. MALL PROPERTIES]
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PROPERTY PORTFOLIO
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TOTAL SPEC.
% YR OPENED/ SQ. FT. STORE
# CENTER NAME CITY STATE OWNED LAST RENOV. GLA GLA
- - ----------- ---- ----- ----- ----------- --- ---
1 Arizona Mills Phoenix AZ 50% 1997 1,227,000 521,000
2 Biltmore Fashion Park Phoenix AZ 100% 1963/1999 600,000 293,000
3 Beverly Center Los Angeles CA 70% 1982/2001 876,000 568,000
4 SunValley Concord CA 50% 1967/1981 1,315,000 475,000
5 Cherry Creek Denver CO 50% 1990/1998 1,023,000 550,000
6 Stamford Town Center Stamford CT 50% 1982/2002 861,000 368,000
7 Westfarms West Hartford CT 79% 1974/2001 1,295,000 525,000
8 Dolphin Mall Miami FL 100% 2001 1,300,000 636,000
9 International Plaza Tampa FL 26% 2001 1,253,000 611,000
10 Mall at Millenia Orlando FL 50% 2002 1,200,000 520,000
11 Mall at Wellington Green Wellington FL 90% 2001 1,111,000 419,000
12 Fairlane Town Center Dearborn MI 100% 1976/2000 1,494,000 604,000
13 Great Lakes Crossing Auburn Hills MI 85% 1998 1,376,000 567,000
14 Twelve Oaks Mall Novi MI 100% 1977/2001 1,193,000 455,000
15 Woodland Grand Rapids MI 50% 1968/2001 1,080,000 355,000
16 Mall at Short Hills Short Hills NJ 100% 1980/2002 1,341,000 519,000
17 Shops at Willow Bend Plano TX 100% 2001 1,341,000 558,000
18 Fair Oaks Fairfax VA 50% 1980/2000 1,584,000 568,000
19 MacArthur Center Norfolk VA 70% 1999 937,000 523,000
20 Regency Square Richmond VA 100% 1975/1987 826,000 239,000
21 Stoney Point Richmond VA 100% 2003 690,000 322,000
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DEMOGRAPHICS
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AVERAGE POPULATION* AVERAGE HOUSEHOLD INCOME*
[EDGAR REPRESENTATION OF CHART] [EDGAR REPRESENTATION OF CHART]
Taubman 853 WFA 70.4
Rouse 814 Taubman 67.8
WFA 797 GGP 66.5
Simon 491 Rouse 66.4
GGP 414 Simon 65.2
* Within 10 mile radius
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PORTFOLIO PRODUCTIVITY
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SPECIALTY STORE TURNOVER PER SQUARE FOOT*
[EDGAR REPRESENTATION OF CHART]
Taubman 456
Rouse 405
Simon 391
WFA 379
GGP 351
* 31 December 2001 (Westfield America data is pre. Jacobs and RNA)
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TAUBMAN'S OWNERSHIP STRUCTURE
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ECONOMIC OWNERSHIP* VOTING POWER*
[GRAPHIC OMITTED] [GRAPHIC OMITTED]
[GRAPHIC REPRESENTS ECONOMIC [GRAPHIC REPRESENTS THE VOTING
OWNERSHIP OF TAUBMAN CENTERS, POWER IN TAUBMAN CENTERS, INC. BY
INC. AND TAUBMAN REALTY GROUP NON-TAUBMAN FAMILY HOLDERS OF
LIMITED PARTNERSHIP, SHOWING COMMON SHARES (61%), NON-TAUBMAN
(I) THE OWNERSHIP BY PUBLIC FAMILY HOLDERS OF SERIES B
SHAREHOLDERS OF 99% OF THE PREFERRED SHARES (8%) AND TAUBMAN
SHARES OF TAUBMAN CENTERS, INC. FAMILY HOLDERS OF SERIES B
AND OWNERSHIP BY THE TAUBMAN PREFERRED SHARES AND COMMON
FAMILY OF 1% OF TAUBMAN SHARES (31%).]
CENTERS, INC. AND (II) THE
OWNERSHIP BY TAUBMAN CENTERS,
INC. OF A 62% INTEREST IN
TAUBMAN REALTY GROUP LIMITED
PARTNERSHIP, THE OWNERSHIP BY
THE TAUBMAN FAMILY OF A 31%
INTEREST IN THE TAUBMAN REALTY
GROUP LIMITED PARTNERSHIP AND
THE 7% OWNERSHIP OF OTHER
LIMITED PARTNERS IN THE TAUBMAN
REALTY GROUP LIMITED PARTNERS.]
T Family: R Taubman, W Taubman, A Taubman and related entities
TRG: Taubman Realty Group Limited Partnership
TCO: Taubman Centers, Inc.
* Summary of the Economic and Voting ownership of Taubman which is the
subject of Simon's legal challenge
** Issuance of Series B Preferred Shares is the subject of a legal challenge.
*** In addition T Family has voting power over 2.4 million Common Shares and
Series B Preferred Shares pursuant to proxies, giving them an additional
2.9%.
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CONDITIONS TO OFFER
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o Minimum condition that two- thirds of voting power of Taubman tender into
the offer
o Removal of impediments to the offer
- Taubman charter amended to remove share ownership limitations
o General customary conditions
- No material adverse change in Taubman business
- No material change in market conditions
- No extraordinary actions taken by Taubman Board
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TAUBMAN'S CAPITAL STRUCTURE
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o Taubman (NYSE: TCO) Common Shares 52.2m US$ 20/share US$ 1.04 bn
o Taubman Operating Partnership* 31.8m US$ 0.64 bn
o Perpetual Preferred Stock and units* US$ 0.30 bn
-----------
US$ 1.98 bn
o Debt avg term of 5.09 years avg rate of 5.79% US$ 2.02 bn
-----------
o Total Capitalisation US$ 4.00 bn
* Not the subject of offer.
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FUNDING
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o Westfield America's 50% of the tender offer for currently outstanding
Taubman shares equates to US$ 522 million*
o Westfield America's ultimate funding requirement is dependent on
- ultimate allocation between Simon and Westfield America
- outcome of any future negotiations with the Taubman family and other
holders of operating partnership units
- timing
o Westfield America's initial participation is supported by a loan facility
* Assumes no conversion of Operating Partnership units.
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SUMMARY
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o Westfield America to join Simon in offer for Taubman
o Offer increased to US$ 20 per share
o Opportunity for Westfield America to acquire interest in high quality
portfolio
o If successful, expected to be accretive to earnings per unit
o Expectation that Taubman shareholders will support offer
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