-----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, Px4/bejxloyDNc8OkYjkXAkXdyDieaPmCUGPG9xy8ZDnT/MCL/o36b6m+Y5M8E7v 2bQB3B7Od4cYaLW3t2Om/A== 0000903423-02-000366.txt : 20020610 0000903423-02-000366.hdr.sgml : 20020610 20020607130709 ACCESSION NUMBER: 0000903423-02-000366 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020607 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRIZEC PROPERTIES INC CENTRAL INDEX KEY: 0001161935 IRS NUMBER: 330387846 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-78272 FILM NUMBER: 02673314 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2123829300 FORMER COMPANY: FORMER CONFORMED NAME: TRIZECHAHN USA CORP DATE OF NAME CHANGE: 20011106 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ONTARIO TEACHERS PENSION PLAN BOARD CENTRAL INDEX KEY: 0000937567 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 5650 YONGE STREET STREET 2: NORTH YORK CITY: ONTARIO CANADA ZIP: M2M 4H5 BUSINESS PHONE: 4167305300 MAIL ADDRESS: STREET 1: 5650 YONGE STREET STREET 2: NORTH YORK CITY: ONTARIO CANADA ZIP: M2M 4H5 SC 13G 1 trizec13g_6-06.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G 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) (Initial Filing)* Trizec Properties, Inc. ----------------------- (Name of Issuer) Exchange Certificates, exchangeable for Common Stock ---------------------------------------------------- (Title of Class of Securities) 89687P115 --------- (CUSIP Number) May 31, 2002 ------------ (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 - 1(c) [ ] Rule 13d - 1(d) *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. 89687P115 13G Page 2 of 5 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 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 5 SOLE VOTING POWER 1,870,172 NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY N/A OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 1,870,172 8 SHARED DISPOSITIVE POWER N/A 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,870,172 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 15.7% 12 TYPE OF REPORTING PERSON E.P. Item 1(a). NAME OF ISSUER: Trizec Properties, Inc. (the "Corporation") Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 1114 Avenue of the Americas, 31st Floor, New York, New York, 10036 Item 2(a). NAME OF PERSON FILING: Ontario Teachers' Pension Plan Board (the "Board") Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 5650 Yonge Street, Suite 500, Toronto, Ontario, Canada, M2M 4H5 Item 2(c). CITIZENSHIP: The Board is a corporation incorporated under the laws of the Province of Ontario, Canada. Item 2(d). TITLE OF CLASS OF SECURITIES: This statement relates to Exchange Certificates (the "Certificates"), exchangeable for Common Stock, par value $0.01 per share (the "Shares"). The Certificates can be exchanged on a one-for-one basis for the Shares only by holders who are qualifying U.S. persons during the period ending on August 5, 2002. The Board is not a qualifying U.S. person. Item 2(e). CUSIP NUMBER: 89687P115 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: 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. (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership (a) AMOUNT BENEFICIALLY OWNED: 1,870,172 (as of May 31, 2002) (b) PERCENT OF CLASS: 15.7% (c) NUMBER OF SHARES AS TO WHICH THE PERSON HAS: I. Sole power to vote or direct the vote: 1,870,172 II. Shared power to vote or direct the vote: NONE III. Sole power to dispose or direct the disposition: 1,870,172 IV. Shared power to dispose or to direct the disposition: NONE 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. June 7, 2002 /s/ Roger Barton ----------------------------------- Roger Barton Vice President, General Counsel and Secretary -----END PRIVACY-ENHANCED MESSAGE-----