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. 1)
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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:
ADAM O. EMMERICH
CYRIL MOSCOW JEFFREY H. MIRO TREVOR S. NORWITZ
HONIGMAN MILLER SCHWARTZ KENNETH H. GOLD ROBIN PANOVKA
AND COHN, LLP MIRO, WEINER & KREIMER WACHTELL, LIPTON,
2290 FIRST NATIONAL BUILDING 38500 WOODWARD AVENUE, ROSEN & KATZ
660 WOODWARD AVENUE SUITE 100 51 WEST 52ND STREET
DETROIT, MICHIGAN 48226-3583 BLOOMFIELD HILLS, NEW YORK, NEW YORK, 10019
(313) 465-7000 MICHIGAN 48303 (212) 403-1000
(248) 646-2400
[ ]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. 1 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"), as set forth in a Tender Offer Statement filed
by Simon on Schedule TO, dated December 5, 2002 (the "Schedule TO"), to pay
$18.00 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. 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
The Company recently obtained a copy of a federal action filed on
December 5, 2002 in the Eastern District of Michigan, purporting to assert
claims derivatively and on behalf of a class, that had been filed by one of the
shareholders who had also filed an action in Michigan state court. The
complaint alleges that the Michigan Control Shares Acquisitions Act and the
Michigan Business Combination Act is unconstitutional. In addition, the
complaint alleges, among other things, breaches of fiduciary duty in connection
with the Simon proposal. A copy of the complaint is filed as Exhibit (a)(11)
and incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED ON EXHIBITS
Item 9 is hereby amended and supplemented by adding thereto
the following:
Exhibit (a)(11) Complaint titled Joseph Leone v. Robert S. Taubman,
William S. Taubman, Lisa A. Payne, Graham T. Allison,
Peter Karmanos, Jr., Allan J. Bloostein, Jerome A. Chazen
and S. Parker Gilbert, as Defendants, and Taubman Centers,
Inc., as Nominal Defendant, filed on December 5, 2002
in the United States District Court for the Eastern
District of Michigan.
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: December 12, 2002 Taubman Centers, Inc.
By: /s/ William S. Taubman
______________________________
William S. Taubman
Executive Vice President
EXHIBIT INDEX
Exhibit (a)(11) Complaint titled Joseph Leone v. Robert S. Taubman,
William S. Taubman, Lisa A. Payne, Graham T.
Allison, Peter Karmanos, Jr., Allan J. Bloostein,
Jerome A. Chazen and S. Parker Gilbert, as
Defendants, and Taubman Centers, Inc., as Nominal
Defendant, filed on December 5, 2002 in the United
States District Court for the Eastern District of
Michigan.
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