UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement
Pursuant to
Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[ ] Definitive Information Statement
TRIZEC PROPERTIES, INC.
(Name of Registrant as Specified In Its Charter)
Payment of filing fee (Check the appropriate box):
[X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14c-5(g) and 0-11.
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applies: ______________________
(2) Aggregate number of securities to which transaction
applies: ______________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing is calculated and state
how it was determined):
______________________________________________________
(4) Proposed maximum aggregate value of transaction:
_____________________________
(5) Total fee paid: ______________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
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TRIZEC PROPERTIES, INC.
1114 AVENUE OF THE AMERICAS
NEW YORK, NY, 10036
212-382-9300
INFORMATION STATEMENT
Dated: April __, 2002
We are Not Asking You for a Proxy
And You are Requested Not to Send Us a Proxy
The amendment described below has already been approved by the written consent
of our majority stockholder. A vote of our other stockholders is not necessary.
INTRODUCTION
We are furnishing this Information Statement to the holders of our
common stock, par value $0.01 per share, to notify these stockholders of an
amendment to our Certificate of Incorporation. This amendment will adjust the
number of shares of our issued and outstanding common stock by a specific
numerical factor to facilitate the proposed corporate reorganization of
TrizecHahn Corporation, our parent company. We refer to this amendment to our
Certificate of Incorporation as the "Amendment." For the calculation of this
numerical factor, see "Amendment to our Certificate of Incorporation" below. For
information about the proposed corporation reorganization of TrizecHahn
Corporation, please see "The TrizecHahn Corporate Reorganization" below.
The federal securities laws provide that the Amendment cannot become
effective until at least 20 calendar days after we furnish this Information
Statement to our stockholders. We anticipate that the Amendment will become
effective on or about April , 2002.
We are required under Delaware corporate law and our By-laws to obtain
the vote of a majority of our common stock to amend our Certificate of
Incorporation. Delaware corporate law and our By-laws permit us to take action
by the written consent of the holders of shares of our common stock in lieu of
having a stockholders' meeting so long as these holders have at least the
minimum number of votes that would be necessary to authorize an action at a
meeting. In order to eliminate the costs and time involved in holding a special
meeting of our stockholders, to make the Amendment effective and to facilitate
the proposed corporate reorganization of TrizecHahn Corporation, we sought and
obtained the written consent of the holders of a majority of our voting stock.
Under Delaware law, we must provide prompt notice to our stockholders
of record of the approval of the Amendment pursuant to the written consent
described above. We have prepared this Information Statement to provide that
notice.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The stockholders entitled to consent in writing to the Amendment are
the holders of shares of our common stock, par value $0.01. Each share of our
common stock entitles its owner to one vote. No other class of our outstanding
stock is entitled to consent to the Amendment.
The Amendment was approved by a unanimous written consent of our Board
of Directors as of March 28, 2002. As of April , 2002, TrizecHahn Corporation's
indirect, wholly owned Hungarian subsidiary, which owned approximately 99% of
the outstanding shares of our common stock on such date, consented in writing to
the Amendment. Together, the unanimous written consent of our Board of Directors
and the written consent of our majority stockholder are sufficient under
Delaware corporate law and our By-Laws to authorize the Amendment. As a result,
we are not required to submit the Amendment to a vote by our other voting
stockholders. We are furnishing this Information Statement to our stockholders
simply to provide them with information about the Amendment.
The following table sets forth information with respect to the current
beneficial ownership of our common stock by each person, or group of affiliated
persons, who beneficially owns more than 5% of our common stock. As of March 28,
2002, none of our executive officers or directors (other than Peter Munk)
beneficially owns any shares of our capital stock. The percent of class figure
for the common stock is based on 38,250,317 shares of our common stock currently
outstanding and does not include shares of our common stock that may be issued
upon the conversion of our Series B convertible preferred stock or Class C
convertible preferred stock, as described in footnote (2) below.
Name and Address Amount and Nature of Percent
Title of Class of Beneficial Owner Beneficial Ownership of Class
-------------- ------------------- -------------------- --------
Common Stock TrizecHahn Corporation
BCE Place, Wellington Tower, Suite 3900
181 Bay Street, Toronto, ON M5J 2T3 Canada 38,210,317 shares (1)(2) 99.9%
________________________
(1) Peter Munk beneficially owns 2,198,152 subordinate voting shares and
7,522,283 multiple voting shares of TrizecHahn Corporation, which give him
voting control over TrizecHahn Corporation. Therefore, beneficial ownership
of all shares of our capital stock held by TrizecHahn Corporation is
attributable to Mr. Munk pursuant to Rule 13d-3 under the Securities and
Exchange Act of 1934, as amended.
(2) TrizecHahn Corporation is the record owner of 180,000 shares of our common
stock and indirectly holds an additional 38,000,000 shares of our common
stock through its indirect Hungarian subsidiary and an additional 30,317
shares of our common stock through TrizecHahn Office Properties Ltd., its
indirect, wholly owned subsidiary. Furthermore, TrizecHahn Corporation
indirectly holds through its indirect, wholly owned Hungarian subsidiary,
which has an address at Dohany utca 12, H-1074 Budapest, Hungary (a)
1,100,000 shares of our Series B convertible preferred stock, which are
convertible at any time at the option of their holder, and (b) 376,500
shares of our Class C convertible preferred stock, which are convertible at
any time after April 1, 2002 at the option of their holder. Additionally,
TrizecHahn Corporation indirectly holds through TrizecHahn Office
Properties Ltd., its indirect, wholly owned subsidiary, 269,661 shares of
our Class C convertible preferred stock. The number of shares of our common
stock to be issued upon conversion of the Series B convertible preferred
stock or Class C convertible preferred stock is determined by dividing the
issue price of such stock ($1,000.00 per share and $1,100.00 per share,
respectively) by the fair market value of the common stock at the time of
conversion. Additionally, TrizecHahn Corporation holds all outstanding
shares of our special voting stock through its indirect Hungarian
subsidiary.
AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO ADJUST
THE NUMBER OF OUR ISSUED AND OUTSTANDING SHARES
OF COMMON STOCK
The Amendment will provide that the number of shares of our common
stock issued and outstanding immediately prior to the adjustment described below
shall be adjusted by multiplying each issued and outstanding share of our common
stock by a fraction, (x) the numerator of which is the total number of all
issued and outstanding multiple voting shares and subordinate voting shares of
TrizecHahn Corporation immediately prior to the adjustment, and (y) the
denominator of which is the total number of the issued and outstanding shares of
our common stock held by Trizec Canada Inc., TrizecHahn Corporation or any of
their respective subsidiaries immediately prior to the adjustment.
EFFECT OF THE AMENDMENT
After the Amendment becomes effective, the number of outstanding shares
of our common stock will be adjusted in accordance with the calculation
described above. The Amendment does not affect the relative rights or privileges
of the holders of currently outstanding shares of our common stock.
THE TRIZECHAHN CORPORATE REORGANIZATION
We are an indirect, substantially wholly owned subsidiary of TrizecHahn
Corporation and expect to qualify as a real estate investment trust, or REIT,
for U.S. federal income tax purposes effective as of January 2001. TrizecHahn
Corporation is currently proposing a corporate reorganization. As a result of
this reorganization, we expect to become a publicly traded REIT and to own all
of the U.S. assets that TrizecHahn Corporation and its subsidiaries currently
own. Also pursuant to this reorganization, we expect that TrizecHahn Corporation
will become an indirect, wholly owned subsidiary of Trizec Canada Inc., a
company incorporated under the Canada Business Corporations Act.
TrizecHahn Corporation is pursuing the corporate reorganization to
remove the structural impediments that are currently negatively affecting market
recognition of the value of the business of our company. Specifically, this
reorganization is designed to create a publicly traded REIT while reducing
withholding tax liabilities and minimizing any current recognition of potential
tax liabilities on unrealized appreciation in value that are present in
TrizecHahn Corporation's current ownership structure. The corporate
reorganization is also intended to create economic equivalence between a share
of our common stock and a Trizec Canada Inc. subordinate voting share or
multiple voting share.
TrizecHahn Corporation plans to effect the corporate reorganization
pursuant to a plan of arrangement, which we expect will become effective in the
second quarter of 2002. If the plan of arrangement receives the requisite court
and stockholder approvals, holders of TrizecHahn Corporation's subordinate
voting shares will exchange their shares on a one-for-one basis for one or more
following securities:
o shares of our common stock;
o exchange certificates representing underlying shares of our
common stock; or
o Trizec Canada Inc. subordinate voting shares.
At the time of the completion of the corporate reorganization, we
expect that former holders of TrizecHahn Corporation subordinate voting shares
will own approximately 60% of our common stock, some of which may be represented
by exchange certificates, and that Trizec Canada Inc. will own indirectly
through its subsidiaries the remaining approximately 40% of our common stock.
REASONS FOR THE AMENDMENT
The Amendment, once effective, will facilitate the above described
one-for-one share exchange ratio, which is an essential component of the
corporate reorganization.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, or associate of any director or officer
has any substantial interest, direct or indirect, by security holdings or
otherwise, in the Amendment.
DISSENTERS RIGHTS OF APPRAISAL
No dissenters' or appraisal rights of our stockholders under Delaware
corporate law arise as a result of the approval of the Amendment.
By Order of the Board of Directors
____________________________
Gregory F. Hanson, Executive Vice
President and Chief Financial Officer and
Director