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.
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(Name of Issuer)
Exchange Certificates, exchangeable for Common Stock
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(Title of Class of Securities)
89687P115
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(CUSIP Number)
May 31, 2002
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(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).
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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
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Roger Barton
Vice President, General Counsel and
Secretary