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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. 36)
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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. 36 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 as
subsequently amended, 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 as subsequently
amended. 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 June 20, 2003, the United States Court of Appeals for the Sixth Circuit
issued an Order (the "Order"), a copy of which is filed herewith as Exhibit
(a)(76). The Order granted appellants' motion to expedite the appeal of the
Amended Opinion and Order issued on May 8, 2003 by the United States Court for
the Eastern District of Michigan in the matter of Simon Property Group, Inc.
et al., Plaintiffs, vs. Taubman Centers, Inc., et al., Defendants, and Lionel Z.
Glancy, Plaintiff, vs. Robert S. Taubman, et al., Defendants.
On June 5, 2003, the Michigan State House of Representatives passed House Bill
No. 4764 ("HB 4764"), which provided for certain amendments to the Michigan
Control Share Act. On June 24, 2003, Michigan State Senate Majority Leader Ken
Sikkema issued a press release announcing that the Michigan State Senate would
not act on HB 4764 until after Michigan lawmakers returned from the summer
recess in September 2003. In the press release, State Senate Majority Leader
Sikkema announced that a date for further consideration of HB 4764 would not be
announced until September 2003. A copy of the press release issued by State
Senate Majority Leader Sikkema is filed herewith as Exhibit (a)(77).
ITEM 9. EXHIBITS.
Item 9 is hereby amended and supplemented by adding thereto the following:
EXHIBIT NO. DESCRIPTION
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(a)(76) Order issued on June 20, 2003 by the United
States Court of Appeals for the Sixth Circuit in
the matter of Simon Property Group, Inc. et al.,
Plaintiffs - Appellees, vs. Taubman Centers,
Inc., et al., Defendants - Appellants, and Lionel
Z. Glancy, Plaintiff - Appellant, vs. Robert S.
Taubman, et al., Defendants - Appellees
(a)(77) Press release issued by Michigan State Senate
Majority Leader Ken Sikkema, dated June 24, 2003
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: June 26, 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
___________ ___________
(a)(76) Order issued on June 20, 2003 by the United
States Court of Appeals for the Sixth Circuit in
the matter of Simon Property Group, Inc. et al.,
Plaintiffs - Appellees, vs. Taubman Centers,
Inc., et al., Defendants - Appellants, and Lionel
Z. Glancy, Plaintiff - Appellant, vs. Robert S.
Taubman, et al., Defendants - Appellees
(a)(77) Press release issued by Michigan State Senate
Majority Leader Ken Sikkema, dated June 24, 2003