Taubman Centers Inc – ‘SC 14D9/A’ on 7/14/03 re: Taubman Centers Inc

On:  Monday, 7/14/03, at 4:41pm ET   ·   Accession #:  898822-3-724   ·   File #:  5-42862

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Amendment to Tender-Offer Solicitation/Recommendation Statement   —   Schedule 14D-9
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D9/A   Amendment No. 39                                       4     13K 
 2: EX-99       Press Release Issued by Tco. on July 10, 2003          2      9K 

SC 14D9/A   —   Amendment No. 39
Document Table of Contents

SC 14D9/A
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================================================================================

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. 39)

 ---------------------

 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.                         

================================================================================

SC 14D9/A
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This Amendment No. 39 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 6.  INTEREST IN SECURITIES OF THE SUBJECT COMPANY.                         

Item 6 is hereby amended and supplemented by adding thereto the following:      

    On July 10, 2003, the Company filed a press release announcing the
acquisition of an additional 25 percent interest in MacArthur Center, a shopping
center located in Norfolk, Virginia. This press release is filed herewith as    
Exhibit (a)(80) and is incorporated by reference. In connection with this       
transaction, the Company issued 190,909 Units and shares of Series B Preferred  
Stock to Norfolk Place LP.                                                      

ITEM 9.  EXHIBITS.                                                              

Item 9 is hereby amended and supplemented by adding thereto the following:      

EXHIBIT NO.                    DESCRIPTION                                      
___________                    ___________                                      

(a)(80)                        Press release issued by the Company on July 10,  
2003              

SC 14D9/A
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 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:  July 14, 2003                     Taubman Centers, Inc.                 

                             By: /s/ Robert S. Taubman
                                            ------------------------------------
                         Robert S. Taubman
                                            Chairman of the Board, President and
                               Chief Executive Officer

SC 14D9/A
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 EXHIBIT INDEX

EXHIBIT NO.                    DESCRIPTION                                      
___________                    ___________                                      

(a)(80)                        Press release issued by Taubman Centers, Inc. on 
July 10, 2003     

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 14D9/A’ Filing		Date		First		Last			Other Filings
Filed on:		7/14/03		3
		7/10/03		2		4
		1/15/03		2					SC 14D9/A,  SC TO-T/A
		12/11/02		2					SC 14D9
		12/5/02		2					PREC14A,  SC TO-T
									List all Filings