UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TRIZEC PROPERTIES, INC.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
89687P 10 7
(CUSIP Number of Class of Securities)
Trizec Canada Inc.
BCE Place, Wellington Tower
Suite 3900
181 Bay Street
Toronto, ON M5J 2T3
Canada
416-361-7200
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 8, 2002
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other
parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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 (the "Act") 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).
(Page 1 of 13 pages)
Page 2 of 13 pages
CUSIP No. 89687P 10 7
1) Names of Reporting Persons
Peter Munk
I.R.S. Identification Nos. of Above Persons (entities only) N/A
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds (See Instructions) N/A (See Item 5)
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization Canada
NUMBER OF SHARES BENEFICIALLY 7) Sole Voting Power
OWNED BY 1,575,717*
EACH 8) Shared Voting Power
REPORTING PERSON 61,583,680**
WITH 9) Sole Dispositive Power
1,575,717*
10) Shared Dispositive Power
61,583,680**
11) Aggregate Amount Beneficially Owned by Each Reporting Person
63,159,397
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13) Percent of Class Represented by Amount in Row (11) 41.3%***
14) Type of Reporting Person (See Instructions) IN, HC
-------------
* Represents warrants to purchase 1,350,000 shares of Common Stock held
directly by Peter Munk that are currently exerciseable and 225,717 exchange
certificates of the Issuer, each of which represents a share of Common
Stock, held by P.M. Capital Inc., which is wholly-owned by Peter Munk.
** Represents 59,922,379 shares of Common Stock and warrants to purchase
1,661,301 shares of Common Stock that are currently exerciseable, in each
case held indirectly through subsidiaries of Trizec Canada Inc.
*** Based on 149,849,246 shares of Common Stock outstanding as of May 14, 2002,
as disclosed by Trizec Properties, Inc. in its Quarterly Report on Form
10-Q filed with the Securities and Exchange Commission on May 15, 2002, and
as adjusted in accordance with Rule 13d-3(d)(1) under the Act for currently
exerciseable warrants to purchase 3,011,301 shares of Common Stock.
Page 3 of 13 pages
CUSIP No. 89687P 10 7
1) Names of Reporting Persons
P.M. Capital Inc.
I.R.S. Identification Nos. of Above Persons (entities only) N/A
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds (See Instructions) N/A (See Item 5)
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization Ontario, Canada
NUMBER OF SHARES BENEFICIALLY 7) Sole Voting Power
OWNED BY 225,717*
EACH 8) Shared Voting Power
REPORTING PERSON 61,583,680**
WITH 9) Sole Dispositive Power
225,717*
10) Shared Dispositive Power
61,583,680**
11) Aggregate Amount Beneficially Owned by Each Reporting Person
61,809,397
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13) Percent of Class Represented by Amount in Row (11) 40.8%***
14) Type of Reporting Person (See Instructions) CO
-------------
* Represents 225,717 exchange certificates of the Issuer, each of
which represents a share of Common Stock, held by P.M. Capital Inc., which
is wholly-owned by Peter Munk.
** Represents 59,922,379 shares of Common Stock and warrants to purchase
1,661,301 shares of Common Stock that are currently exerciseable, in each
case held indirectly through subsidiaries of Trizec Canada Inc.
*** Based on 149,849,246 shares of Common Stock outstanding as of May 14, 2002,
as disclosed by Trizec Properties, Inc. in its Quarterly Report on Form
10-Q filed with the Securities and Exchange Commission on May 15, 2002, and
as adjusted in accordance with Rule 13d-3(d)(1) under the Act for currently
exerciseable warrants to purchase 1,661,301 shares of Common Stock.
Page 4 of 13 pages
CUSIP No. 89687P 10 7
1) Names of Reporting Persons
Trizec Canada Inc.
I.R.S. Identification Nos. of Above Persons (entities only) N/A
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds (See Instructions) N/A (See Item 5)
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization Canada
NUMBER OF SHARES BENEFICIALLY 7) Sole Voting Power
OWNED BY 0
EACH 8) Shared Voting Power
REPORTING PERSON 61,583,680*
WITH 9) Sole Dispositive Power
0
10) Shared Dispositive Power
61,583,680*
11) Aggregate Amount Beneficially Owned by Each Reporting Person
61,583,680
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13) Percent of Class Represented by Amount in Row (11) 40.6% **
14) Type of Reporting Person (See Instructions) CO
------------
* Represents 59,922,379 shares of Common Stock and warrants to purchase
1,661,301 shares of Common Stock that are currently exerciseable, in each
case held indirectly through subsidiaries of Trizec Canada Inc.
** Based on 149,849,246 shares of Common Stock outstanding as of May 14, 2002,
as disclosed by Trizec Properties, Inc. in its Quarterly Report on Form
10-Q filed with the Securities and Exchange Commission on May 15, 2002, and
as adjusted in accordance with Rule 13d-3(d)(1) under the Act for currently
exerciseable warrants to purchase 1,661,301 shares of Common Stock.
Page 5 of 13 pages
CUSIP No. 89687P 10 7
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Statement") relates to the common
stock, par value $0.01 per share (the "Common Stock"), of Trizec Properties,
Inc., a Delaware corporation (the "Issuer"). The principal executive offices of
the Issuer are located at 1114 Avenue of the Americas, 31st Floor, New York, New
York 10036.
Item 2. Identity and Background.
This Statement is being filed by Peter Munk, a Canadian citizen, P.M.
Capital Inc., a company incorporated under the Business Corporations Act
(Ontario) ("PMC"), and Trizec Canada Inc., a company incorporated under the
Canada Business Corporations Act ("TCI"). TCI is controlled by PMC by reason of
PMC's ownership of 100% of the outstanding multiple voting shares of TCI. PMC is
wholly owned by Peter Munk. Peter Munk, PMC and TCI are referred to herein as
the Reporting Persons. An agreement among the Reporting Persons with respect to
the filing of this Statement is attached hereto as Exhibit 1. The Reporting
Persons do not affirm the existence of a group.
The principal occupation of Peter Munk is President and Chairman of
TCI, Chairman of the Issuer, and Chairman of Barrick Gold Corporation, a gold
mining company. PMC is a holding company that holds shares of TCI, which
constitute its primary asset. TCI engages in the U.S. real estate business
through its indirect interest in the Issuer, consisting of approximately 40% of
the outstanding Common Stock and 100% of the Issuer's outstanding special voting
stock and Class F convertible stock, which constitute TCI's principal assets.
The business address of Peter Munk, PMC and TCI is BCE Place, Wellington Tower,
Suite 3900, 181 Bay Street, Toronto, ON M5J 2T3, Canada.
Set forth on Schedules A and B to this Statement, and hereby
incorporated herein by reference, are the name, business address, present
principal occupation or employment, and citizenship of each executive officer
and director of PMC and TCI, respectively.
During the last five years none of the Reporting Persons nor, to the
best of their knowledge, any of the directors or executive officers of PMC or
TCI has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violation of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The information set forth or incorporated by reference in Items 4, 5
and 6 below are hereby incorporated by reference herein.
Item 4. Purpose of Transaction.
TCI beneficially owns the Common Stock to engage in the U.S. real
estate business through its indirect interest in the Issuer, which constitutes
its principal asset. TCI may from time to time choose to (1) sell or exchange
shares of Common Stock in connection with redemptions of TCI shares, (2) sell
shares of Common Stock in connection with conversions of the Issuer's Class F
convertible stock and (3) exercise warrants, each of which is exerciseable to
acquire one share of Common Stock (the "Warrants"), in connection with TCI stock
option exercises.
Peter Munk and PMC beneficially own the Common Stock, including
Warrants and exchange certificates of the Issuer representing underlying shares
of Common Stock (the "Exchange Certificates"), for investment purposes. Because
neither Peter Munk nor PMC are U.S. persons, either they will sell their
Exchange Certificates or the shares of Common Stock underlying such Exchange
Certificates will be automatically sold upon the expiration of such Exchange
Certificates. Depending on market conditions and other factors, Peter Munk and
PMC may from time to time choose to exercise Warrants or otherwise dispose of
their interests in the Common Stock.
Page 6 of 13 pages
Other than as set forth in this Statement, the Reporting Persons
currently have no plans or proposals that relate to or would result in
transactions of the kind described in paragraphs (a) through (j) of Item 4 of
Schedule 13D, but may, at any time and from time to time, review, reconsider and
discuss with the Issuer or others the Reporting Persons' positions with respect
to the Issuer which would thereafter result in the adoption of such plans or
proposals.
Item 5. Interest in Securities of the Issuer.
(a) The Responses of the Reporting Persons to Rows (11) through (13) of
the cover pages of this Statement are hereby incorporated herein by reference.
Except as disclosed in Schedule C and in this Item 5(a), none of the
Reporting Persons nor, to the best of their knowledge, any of the persons listed
on Schedules A and B to this Statement beneficially owns any shares of Common
Stock or has the right to acquire any shares of Common Stock.
(b) The Responses of the Reporting Persons to Rows (7) through (10) of
the cover pages of this Statement are hereby incorporated herein by reference.
Except as disclosed in Schedule C and in this Item 5(b), none of the
Reporting Persons nor, to the best of their knowledge, any of the persons listed
on Schedules A and B to this Statement has the power to vote or direct the vote
or to dispose or direct the disposition of any of the Common Stock which they
may be deemed to beneficially own.
(c) As of February 14, 2002, the date on which the Issuer's
registration statement on Form 10 became effective under the Act, Peter Munk and
PMC, through PMC's direct ownership of all outstanding multiple voting shares of
TrizecHahn Corporation ("TrizecHahn"), were the ultimate beneficial owners of
99.9% of all outstanding shares of Common Stock held by TrizecHahn indirectly
through subsidiaries. Pursuant to a plan of arrangement (the "Arrangement") that
was approved by shareholders of TrizecHahn and by the Superior Court of Justice
of Ontario, Canada, and that became effective at the earliest moment of May 8,
2002 (the "Effective Time"), TCI acquired beneficial ownership, substantially
through wholly-owned subsidiaries, of all of the multiple voting shares and
subordinate voting shares of TrizecHahn from the holders thereof in exchange for
one or more of the following securities: (1) shares of Common Stock, some of
which were represented by Exchange Certificates, and (2) TCI shares. In
accordance with the terms of the Arrangement, shares of Common Stock, Exchange
Certificates and TCI shares were allocated, subject to pro-ration, on the basis
of the TrizecHahn shareholders' elections, certifications as to their status as
"Qualifying U.S. Persons" or Canadian residents, and delivery of TrizecHahn
share certificates. The following transactions relating to the Common Stock
occurred in connection with the Arrangement.
On April 19, 2002, in connection with the Arrangement, 150,000 shares
of the Issuer's Series B convertible preferred stock, par value $1.00 per share
(the "Series B Stock"), indirectly held by TrizecHahn and ultimately
beneficially owned by Peter Munk and PMC (through PMC's direct ownership of all
outstanding multiple voting shares of TrizecHahn) were converted into 5,686,669
shares of Common Stock pursuant to the terms of the Series B Stock. The
conversion ratio was determined by the Issuer's board of directors to reflect
$26.38 as the fair market value of the Common Stock on that date. Following this
conversion of Series B Stock, Peter Munk and PMC (through PMC's direct ownership
of all outstanding multiple voting shares of TrizecHahn) were the ultimate
beneficial owners of 99.9% of all outstanding shares of Common Stock.
In connection with the Arrangement, the Issuer paid a dividend on the
Common Stock on May 6, 2002 payable in Warrants and cash. The dividend was paid
in Warrants to an indirect, wholly-owned subsidiary of TrizecHahn and in cash to
all other holders of the Issuer's common stock pursuant to their consent. The
Issuer issued a total of 8,772,418 Warrants to an indirect, wholly-owned
subsidiary of TrizecHahn on May 6. Following this issuance of Warrants, Peter
Munk and PMC (through PMC's direct ownership of all outstanding multiple voting
shares of TrizecHahn) were the ultimate beneficial owners of 99.9% of all
outstanding shares of Common Stock, including shares issuable upon the exercise
of Warrants.
On May 7, 2002, in connection with the Arrangement, (1) 699,400 shares
of the Issuer's Class C convertible preferred stock, par value $1.00 per share
(the "Class C Stock"), indirectly held by TCI were converted
Page 7 of 13 pages
into approximately 42,193,745.7 shares of Common Stock; (2) 742,501.6 shares of
Series B Stock indirectly held by TCI were converted into approximately
40,721,818.6 shares of Common Stock; and (3) 207,498.4 shares of Series B Stock
ultimately beneficially owned by Peter Munk and PMC (through PMC's direct
ownership of all outstanding multiple voting shares of TrizecHahn) were
converted into approximately 11,380,058.9 shares of Common Stock. The conversion
ratios for the foregoing Series B Stock and Class C Stock conversions were
determined by the Issuer's board of directors to reflect $18.23 as the fair
market value of the Common Stock on that date. As a result of these Series B
Stock and Class C Stock conversions, (1) Peter Munk and PMC (through PMC's
direct ownership of all outstanding multiple voting shares of TrizecHahn)
ultimately beneficially owned 43.6% of all outstanding shares of Common Stock,
including shares issuable upon the exercise of Warrants, and (2) TCI ultimately
beneficially owned 15.4% of all outstanding shares of Common Stock, including
shares issuable upon the exercise of Warrants.
Following the above-described conversions of the Issuer's Series B
Stock and Class C Stock, on May 7, 2002, immediately prior to the Effective
Time, each outstanding share of Common Stock was split into approximately 1.084
shares of Common Stock in connection with the Arrangement. This stock split was
made pursuant to an amendment to the Issuer's certificate of incorporation. As a
result of the stock split, immediately prior to the Effective Time, (1) Peter
Munk and PMC (through PMC's direct ownership of all outstanding multiple voting
shares of TrizecHahn) continued to ultimately beneficially own 43.6% of the
outstanding shares of Common Stock, and (2) TCI continued to ultimately
beneficially own 56.4% of the outstanding shares of Common Stock.
Pursuant to the Arrangement and as of the Effective Time, (1) PMC
indirectly exchanged through a wholly-owned subsidiary all outstanding
TrizecHahn multiple voting shares for all authorized TCI multiple voting shares;
(2) PMC indirectly exchanged through a wholly-owned subsidiary 2,198,152
TrizecHahn subordinate voting shares for a combination of 1,972,435 TCI
subordinate voting shares and 225,717 Exchange Certificates representing an
equivalent number of shares of Common Stock; and (3) 1,900,000 TrizecHahn stock
options held by Peter Munk were exchanged for 550,000 TCI stock options and
1,350,000 Warrants.
Also pursuant to the Arrangement and as of the Effective Time, all
other outstanding TrizecHahn shares were exchanged for a combination of TCI
subordinate voting shares and all but one share of Common Stock that TCI
indirectly beneficially owned immediately prior to the Effective Time, some of
which were represented by Exchange Certificates. As a result of this exchange,
TCI indirectly acquired beneficial ownership of 59,922,378 shares of Common
Stock and 1,661,301 Warrants. Through their acquisition of all outstanding TCI
multiple voting shares pursuant to the Arrangement, Peter Munk and PMC acquired
ultimate beneficial ownership of these shares of Common Stock and Warrants. TCI
intends to indirectly own one Warrant for every outstanding TCI stock option and
expects to cause the exercise of these Warrants whenever and to the extent that
one or more TCI stock options are exercised.
None of the persons listed in Schedules A and B hereto received
securities of the Issuer pursuant to the Arrangement in exchange for TrizecHahn
Options or TrizecHahn shares except as described in this Item 5 and as set forth
in Schedule C, which is hereby incorporated herein by reference. Except as
disclosed in this Statement, none of the Reporting Persons nor to the best of
their knowledge, any of the persons listed on Schedules A and B, have effected
any transaction in the Common Stock in the past 60 days.
Item 6. Contracts, Arrangements, Understanding or Relationships With Respect
to Securities of the Issuer.
In connection with the Arrangement, Peter Munk became a party to a
warrant agreement by and among the Issuer, Emerald Blue Kft, as the initial
registered holder of Warrants thereunder, and any subsequent registered holders
of Warrants thereunder, dated as of April 25, 2002 (the "Warrant Agreement"), as
a subsequent registered holder of 1,350,000 Warrants. Pursuant to the Warrant
Agreement, Peter Munk has the right to transfer the Warrants and has the right
to exercise any of such Warrants to acquire shares of Common Stock at any time
prior to the expiration date of such Warrants upon payment of the applicable
exercise price. The foregoing summary of the Warrant Agreement is qualified in
its entirety by reference to the full text of the Warrant Agreement, a copy of
which is included as Exhibit 2 to this Statement and is hereby incorporated
herein by reference.
In connection with the Arrangement, the Issuer, TCI and an indirect,
wholly-owned subsidiary of TCI entered into a registration rights agreement
dated as of May 2, 2002 (the "Registration Rights Agreement").
Page 8 of 13 pages
Pursuant to the Registration Rights Agreement, the Issuer has agreed to file and
maintain effective a shelf registration statement at its expense registering
certain shares of Common Stock that TCI or certain of its subsidiaries may from
time to time desire to sell or exchange in connection with redemptions of TCI
shares. Pursuant to the Registration Rights Agreement, the Issuer also has
agreed to file and maintain effective other resale registration statements at
its expense registering certain shares of Common Stock that TCI or certain of
its subsidiaries may from time to time desire to sell, including in connection
with conversions of the Issuer's Class F convertible stock. The foregoing
summary of the Registration Rights Agreement is qualified in its entirety by
reference to the full text of the Registration Rights Agreement, a copy of which
is included as Exhibit 3 to this Statement and is hereby incorporated herein by
reference.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement by and among Peter Munk, P.M. Capital Inc. and
Trizec Canada Inc. dated as of May 16, 2002
2. Warrant Agreement by and among Trizec Properties, Inc., Emerald Blue Kft,
as the initial registered holder of warrants thereunder, and any subsequent
registered holders of warrants thereunder dated as of April 25, 2002
3. Registration Rights Agreement by and among Trizec Properties, Inc., Trizec
Canada Inc. and Emerald Blue Kft dated as of May 2, 2002
[Remainder of page intentionally left blank]
Page 9 of 13 pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated:
May 17, 2002 /s/ Peter Munk
--------------------------------
Peter Munk
May 17, 2002 P.M. CAPITAL INC.
By: /s/ Peter Munk
---------------------------
Name: Peter Munk
Title: President
May 17, 2002 TRIZEC CANADA INC.
By: /s/ Peter Munk
---------------------------
Name: Peter Munk
Title: President and Chairman
Page 10 of 13 pages
SCHEDULE A
ADDITIONAL INFORMATION CONCERNING THE REPORTING PERSONS
P.M. Capital Inc. Directors and Executive Officers
Name, Title Business Address Principal Occupation Citizenship
Peter Munk, President and BCE Place, Wellington President and Chairman of Canada
Sole Director Tower, Suite 3900 Trizec Canada Inc.,
181 Bay Street Chairman of Trizec
Toronto, ON M5J 2T3 Properties, Inc., and
Canada Chairman of Barrick Gold
Corporation (gold mining
company)
Frank Penny, Vice President 120 Adelaide Street West, President of Clover Canada
Suite 2150 Administration Inc.
Toronto, ON M5H 1T1 (administrative service
Canada company)
Melanie Munk, Treasurer BCE Place, Wellington Treasurer of U.K.
Tower, Suite 3900 P.M. Capital Inc.
181 Bay Street
Toronto, ON M5J 2T3
Canada
Page 11 of 13 pages
SCHEDULE B
ADDITIONAL INFORMATION CONCERNING THE REPORTING PERSONS
Trizec Canada Inc. Directors and Executive Officers
Name, Title Business Address Principal Occupation Citizenship
Peter Munk, President, BCE Place, Wellington President and Chairman of Canada
Chairman and Director Tower, Suite 3900 Trizec Canada Inc.,
181 Bay Street Chairman of Trizec
Toronto, ON M5J 2T3 Properties, Inc., and
Canada Chairman of Barrick Gold
Corporation (gold mining
company)
Howard L. Beck, Director The Edison Centre Chairman of Westcam Inc. Canada
Suite 304 (designer and manufacturer
2345 Yonge Street of of image systems)
Toronto, ON M4P 2E5 Canada
C. William D. Birchall, "Wakaya", Ranger Road Corporate Director U.K.
Director Lyford Cay
Nassau, Bahamas
Christopher Mackenzie, 1114 Avenue of the President and Chief U.K.
Director Americas, 31st Floor Executive Officer of
New York, NY 10036 Trizec Properties, Inc.
Anthony Munk, Director 712 - 5th Avenue Vice President of Onex Canada
40th Floor Corporation (diversified
New York, NY 10019 manufacturing and
service company)
Gregory C. Wilkins, Director BCE Place, Wellington Corporate Director Canada
Tower, Suite 3900
181 Bay Street
Toronto, ON M5J 2T3
Canada
Robert B. Wickham, Chief BCE Place, Wellington Chief Financial Officer Canada
Financial Officer and Tower, Suite 3900 and Secretary of Trizec
Secretary 181 Bay Street Canada Inc.
Toronto, ON M5J 2T3
Canada
Page 12 of 13 pages
SCHEDULE C
BENEFICIAL OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS
Name, Title Number of Shares of Common Nature of Power to Vote Nature of Power to Dispose
Stock Beneficially Owned
Peter Munk, President, 1,575,717 (1) Sole Sole
Chairman and Director of TCI
and President and Director of
PMC
61,583,680 (2) Shared Shared
Howard L. Beck, Director of 11,897 (3) Sole Sole
TCI
C. William D. Birchall, 652,344 (4) Sole Sole
Director of TCI
10,649 (5) Shared Shared
Christopher Mackenzie, 682,500 (6) Sole Sole
Director of TCI
Gregory C. Wilkins, Director 964,080 (7) Sole Sole
of TCI
Robert B. Wickham, Chief 75,000 (8) Sole Sole
Financial Officer and
Secretary of TCI
--------------------------
(1) Represents currently exerciseable warrants to purchase 1,350,000 shares of
Common Stock held by Mr. Munk and 225,717 exchange certificates of the
Issuer, each of which represents a share of Common Stock, held by P.M.
Capital Inc., which is wholly-owned by Mr. Munk.
(2) Represents 59,922,379 shares of Common Stock and currently exerciseable
warrants to purchase 1,661,301 shares of Common Stock, in each case held
indirectly through subsidiaries of Trizec Canada Inc.
(3) Represents currently exerciseable warrants to purchase 6,250 shares of
Common Stock and 5,647 exchange certificates of the Issuer, each of which
represents a Share of Common Stock.
(4) Represents currently exerciseable warrants to purchase 525,000 shares of
Common Stock and 127,344 exchange certificates of the Issuer, each of which
represents a share of Common Stock. On May 10, 2002, Mr. Birchall sold
50,000 exchange certificates of the Issuer at C$25.48 per exchange
certificate. On May 14, 2002, Mr. Birchall sold 25,000 exchange
certificates fo the Issuer at C$25.342 per excahnge certificate. On May 16,
Mr. Birchall sold 3,081 exchange certificates of the Issuer at $16.75 per
exchange certificate.
(5) Represents 10,649 exchange certificates of the Issuer, each of which
represents a share of Common Stock, which exchange certificates are held by
a family member of Mr. Birchall.
(6) Represents 7,500 exchange certificates of the Issuer, each of which
represents a share of Common Stock, and currently exerciseable warrants to
purchase 675,000 shares of Common Stock.
(7) Represents currently exerciseable warrants to purchase 691,000 shares of
Common Stock and 3,080 exchange certificates of the Issuer, each of which
represents a share of Common Stock.
(8) Represents currently exerciseable warrants to purchase shares of Common
Stock.
Page 13 of 13 pages
INDEX OF EXHIBITS
Exhibit
Number Description
1. Joint Filing Agreement by and among Peter Munk, P.M. Capital Inc. and
Trizec Canada Inc. dated as of May 16, 2002
2. Warrant Agreement by and among Trizec Properties, Inc., Emerald Blue Kft,
as the initial registered holder of warrants thereunder, and any subsequent
registered holders of warrants thereunder dated as of April 25, 2002
3. Registration Rights Agreement by and among Trizec Properties, Inc., Trizec
Canada Inc. and Emerald Blue Kft dated as of May 2, 2002