UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
April 4, 2002
TRIZEC PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-16765 33-0387846
--------------------------------------- ------------------------------------- --------------------------------------
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation or organization)
1114 Avenue of the Americas, 31st Floor
New York, NY 10036
------------------------------------------------ --------------------
(Address of principal executive offices) (Zip Code)
212-382-9300
-------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Item 5. Other Events
As described in our registration statement on Form 10 filed under the
Securities Exchange Act of 1934, as amended, our parent company, TrizecHahn
Corporation, is undertaking a corporate reorganization, as a result of which 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. In furtherance of
this corporate reorganization, we entered into an arrangement agreement dated as
of March 8, 2002 with TrizecHahn Corporation, Trizec Canada Inc. and 4007069
Canada Inc., a copy of which is attached hereto as Exhibit 2.1. The purpose of
this current report on Form 8-K is to file publicly the arrangement agreement
with the Securities and Exchange Commission.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No.
2.1 Arrangement Agreement dated as of March 8, 2002 by and among
TrizecHahn Corporation, Trizec Canada Inc., 4007069 Canada
Inc. and Trizec Properties, Inc.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TRIZEC PROPERTIES, INC.
Dated: April 4, 2002 By: /s/ Gregory Hanson
---------------------------------------
Name: Gregory Hanson
Title: Executive Vice President and
Chief Financial Officer
3