-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KFjIrZXJ1i+oouX6jiWF4qLAzAE/qwzA86jnZe7LpZk0OaufRlN03za6ISGQxEib m/Yg7Q+qfNQx97ydYME4eQ== 0000903423-00-000511.txt : 20001208 0000903423-00-000511.hdr.sgml : 20001208 ACCESSION NUMBER: 0000903423-00-000511 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001207 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TNPC INC CENTRAL INDEX KEY: 0001119307 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 522208601 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-59949 FILM NUMBER: 785003 BUSINESS ADDRESS: STREET 1: NEW POWER CO STREET 2: 10 GLENVILLE ST CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 2035310400 MAIL ADDRESS: STREET 1: NEW POWER CO STREET 2: 10 GLENVILLE ST CITY: GREENWICH STATE: CT ZIP: 06831 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ONTARIO TEACHERS PENSION PLAN BOARD CENTRAL INDEX KEY: 0000937567 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 5650 YONGE STREET STREET 2: NORTH YORK ONTARIO M2M 4H5 CITY: CANADA BUSINESS PHONE: 4167305300 MAIL ADDRESS: STREET 1: 5650 YONGE STREET STREET 2: NORTH YORK ONTARIO M2M 4H5 CITY: CANADA SC 13G 1 0001.txt ------------------------------ OMB APPROVAL ------------------------------ OMB Number Expires: Estimated average burden hours per response ....... 0.5 ------------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )(1) TNPC Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 87260K107 - -------------------------------------------------------------------------------- (CUSIP Number) November 30, 2000 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [_] Rule 13d-(c) [_] Rule 13d-1(d) - ---------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 87260K107 13G Page 2 of 5 Pages ________________________________________________________________________________ 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) ONTARIO TEACHERS' PENSION PLAN BOARD ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO, CANADA ________________________________________________________________________________ NUMBER OF 5. SOLE VOTING POWER SHARES 8,229,708 _________________________________________________________________ BENEFICIALLY 6. SHARED VOTING POWER OWNED BY N/A _________________________________________________________________ EACH 7. SOLE DISPOSITIVE POWER REPORTING 8,229,708 _________________________________________________________________ PERSON 8. SHARED DISPOSITIVE POWER WITH N/A ________________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,229,708 ________________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A [_] ________________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.9% ________________________________________________________________________________ 12. TYPE OF REPORTING PERSON* E.P. ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Schedule to Ontario Teachers' Pension Plan Board 13G Filing Re: TNPC Inc. Item 1: Issuer (a) ISSUER: This statement relates to the issuer TNPC Inc. (the "Corporation"). (b) ADDRESS OF ISSUER: The principal executive offices of the Corporation are located at 10 Glenville Street, Greenwich, Connecticut, United States, 06831 Item 2: Person Filing and Securities Statement Being Filed in Respect Of (a) PERSON FILING: This statement is being filed by the Ontario Teachers' Pension Plan Board (the "Board"). (b) ADDRESS: The business address of the Board is 5650 Yonge Street, Suite 500, Toronto, Ontario, Canada, M2M 4H5. (c) CITIZENSHIP: The Board is a corporation incorporated under the laws of the Province of Ontario, Canada. (d) TITLE OF CLASS OF SECURITIES: This statement relates to Common Stock of the Corporation. (e) CUSIP NUMBER: The shares are identified by CUSIP Number 87260K107. Item 3: Authority Pursuant to which Statement Being Filed The Board is filing this statement pursuant to the "no-action" relief granted to it by the Office of Tender Offers, Division of Corporation Finance of the United States Securities and Exchange Commission in a letter dated May 6, 1992. Item 4: Ownership (a) AMOUNT BENEFICIALLY OWNED: as of November 30, 2000: 8,229,708 (b) PERCENT OF CLASS: 12.9% (c) NUMBER OF SHARES AS TO WHICH THE PERSON HAS: I. Sole power to vote or direct the vote: 8,229,708 II. Shared power to vote or direct the vote: NIL III. Sole power to dispose or direct the disposition: 8,229,708 IV. Shared power to dispose or to direct the disposition: NIL Item 5: Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following . Item 6: Ownership of More than Five Percent on Behalf of Another Person Not Applicable. Item 7: Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person Not Applicable. Item 8: Identification and Classification of Members of the Group Not Applicable. Item 9: Notice of Dissolution of Group Not Applicable Item 10: Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable 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. December 7, 2000 /s/ Roger Barton --------------------------------------------- Roger Barton Vice President, General Counsel and Secretary -----END PRIVACY-ENHANCED MESSAGE-----