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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
THE MILLS CORPORATION
(NAME OF SUBJECT COMPANY AND PERSON FILING)
OPTIONS TO PURCHASE COMMON STOCK,
PAR VALUE $.01 PER SHARE, HAVING AN EXERCISE PRICE OF $23.50 OR MORE
(TITLE OF CLASS OF SECURITIES)
601148109
(CUSIP Number of Class of Securities)
LAURENCE C. SIEGEL
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
1300 WILSON BOULEVARD, SUITE 400
ARLINGTON, VIRGINIA 22209
(703) 526-5000
(NAME,ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF
THE PERSON(s) FILING STATEMENT)
With a copy to:
J. WARREN GORRELL, JR., ESQ.
ALAN L. DYE, ESQ.
HOGAN & HARTSON L.L.P.
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004-1109
(202) 637-5600
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
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$4,326,964.54 $865.40
*Calculated solely for purposes of determining the filing fee in accordance
with Section 13(e)(3) of the Securities Exchange Act of 1934 and Rule 0-11
thereunder. This amount assumes the purchase of all options for which this
offer is being made.
[] Check 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: Not applicable. Filing party: Not applicable.
Form of registration No.: Not applicable. Date filed: Not applicable.
[]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:
[ ] third party tender offer subject to Rule 14d-1.
[ ] going-private transaction subject to Rule 13e-3.
[X] issuer tender offer subject to Rule 13e-4.
[ ] amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results
of the tender offer. [ ]
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ITEM 1. SUMMARY TERM SHEET.
The information set forth in "Summary Term Sheet" in the Offer to
Purchase (as defined below) is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the issuer is The Mills Corporation, a Delaware
corporation (the "Company"), and the address of its principal executive office
is 1300 Wilson Boulevard, Suite 400, Arlington, Virginia 22209. The
information set forth under "Certain Information About Us" in Section 9 of the
Offer to Purchase is incorporated herein by reference.
(b) This Tender Offer Statement on Schedule TO (this "Schedule")
relates to an offer by the Company to purchase from its employees all
outstanding options to purchase shares of its common stock, par value $.01 per
share, having an exercise price of $23.50 or more (the "Options") for shares
of Restricted Stock, as defined in the Offer to Purchase, and in the amount
set forth on Attachment A to the Offer to Purchase, upon the terms and subject
to the conditions set forth in the Offer to Purchase, dated November 17, 2000
(the "Offer to Purchase"), and the related Letter of Transmittal (the "Letter
of Transmittal," which together with the Offer to Purchase constitute the
"Offer"), copies of which are attached hereto as Exhibits (a)(1) and (a)(2),
respectively. The information set forth in "Summary Term Sheet,"
"Introduction," "Number of Options; Expiration Date," "Acceptance for Purchase
of Options and Payment of Purchase Price" and "Source and Amount of
Consideration; Terms of Restricted Stock Award" in the Offer to Purchase is
incorporated herein by reference.
(c) The information set forth in "Price Range of the Common Stock" in
the Offer to Purchase is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The information set forth under Item 2(a) above is incorporated
herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in "Summary Term Sheet,"
"Introduction," "Number of Options; Expiration Date," "Procedure for Tendering
Options," "Withdrawal Rights," "Acceptance for Purchase of Options and Payment
of Purchase Price," "Certain Conditions of the Offer," "Source and Amount of
Consideration; Terms of Restricted Stock Award," "Status of Options Acquired
by Us in the Offer," "Federal Income Tax Consequences," "Certain Legal
Matters; Regulatory Approvals" and "Extension of Offer; Termination;
Amendment" in the Offer to Purchase is incorporated herein by reference.
(b) The information set forth in "Interests of Directors and
Officers; Transactions and Arrangements Concerning the Options" in the Offer
to Purchase is incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND ARRANGEMENTS.
(e) The information set forth in "Interests of Directors and
Officers; Transactions and Arrangements Concerning the Options" in the Offer
to Purchase is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) The information set forth in "Purpose of the Offer" in the Offer
to Purchase is incorporated herein by reference.
(b) The information set forth in "Acceptance for Purchase of Options
and Payment of Purchase Price" and "Status of Options Acquired by Us in the
Offer" in the Offer to Purchase is incorporated herein by reference.
(c) The information set forth in "Purpose of the Offer" in the Offer
to Purchase is incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in "Source and Amount of Consideration;
Terms of Restricted Stock Award" and "Fees and Expenses" in the Offer to
Purchase is incorporated herein by reference.
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(b) The information set forth in "Certain Conditions of the Offer" in
the Offer to Purchase is incorporated herein by reference.
(d) Not applicable.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) Not applicable.
(b) The information set forth in "Interests of Directors and
Officers; Transactions and Arrangements Concerning the Options" in the Offer
to Purchase is incorporated herein by reference.
ITEM 9. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) Not applicable.
ITEM 10. FINANCIAL STATEMENTS.
(a) The information set forth in "Certain Information About Us" and
"Additional Information" in the Offer to Purchase, and pages F-1 to F-21 of the
Annual Report on Form 10-K for the year ended December 31, 1999 and pages 3-15
of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 is
incorporated herein by reference
ITEM 11. ADDITIONAL INFORMATION.
(a) The information set forth in "Certain Legal Matters; Regulatory
Approvals" and "Interests of Directors and Officers; Transactions and
Arrangements Concerning the Options" in the Offer to Purchase is incorporated
herein by reference.
(b) Not applicable.
ITEM 12. EXHIBITS.
(a) (1) Offer to Purchase, dated November 17, 2000.
(2) Form of Letter of Transmittal.
(3) Form of Letter to Holders.
(4) The Mills Corporation Annual Report on Form 10-K for the year
ended December 31, 1999, incorporated herein by reference.
(5) The Mills Corporation Quarterly Report on Form 10-Q for the
quarter ended September 30, 2000, incorporated herein by
reference.
(d) (1.1) Form of The Mills Corporation 1994 Amended and Restated
Executive Equity Incentive Plan, incorporated by reference to Exhibit 99.1 to
The Mills Corporation Registration Statement on Form S-8 (333-81863) dated June
29, 1999.
(1.2) Form of The Mills Corporation 1999 Stock Option Plan,
incorporated by reference to Exhibit No. 99.3 to The Mills Corporation
Registration Statement on Form S-8 (333-81865) dated June 29, 1999.
(2.1) Form of Restricted Stock Award Agreement for Awards
Pursuant to The Mills Corporation 1994 Amended and Restated Executive Equity
Incentive Plan.
(2.2) Form of Restricted Stock Award Agreement for Awards
pursuant to The Mills Corporation 1999 Stock Option Plan.
(b), (g) and (h) Not applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
(a) Not applicable.
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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 Schedule TO is true, complete
and correct.
THE MILLS CORPORATION
By: /s/ Kenneth R. Parent
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Kenneth R. Parent
Executive Vice President
Dated: November 17, 2000
INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
A1 - Offer to Purchase, dated November 17, 2000.
A2 - Form of Letter of Transmittal.
A3 - Form of Letter to Holders.
A4 - The Mills Corporation Annual Report on Form 10-K for the year
ended December 31, 1999, incorporated herein by reference.
A5 - The Mills Corporation Quarterly Report on Form 10-Q for the
quarter ended September 30, 2000, incorporated herein by
reference.
D1.1 - Form of The Mills Corporation 1994 Amended and Restated
Executive Equity Incentive Plan, incorporated by reference to
Exhibit 99.1 to The Mills Corporation Registration Statement
on Form S-8 (333-81863) dated June 29, 1999.
D1.2 - Form of The Mills Corporation 1999 Stock Option Plan,
incorporated by reference to Exhibit No. 99.3 to The Mills
Corporation Registration Statement on Form S-8 (333-81865)
dated June 29, 1999.
D2.1 Form of Restricted Stock Award Agreement for Awards Pursuant
to The Mills Corporation 1994 Amended and Restated Executive
Equity Incentive Plan.
D2.2 Form of Restricted Stock Award Agreement for Awards pursuant
to The Mills Corporation 1999 Stock Option Plan.
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