Trizec Properties, Inc.
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June 26, 2002
VIA EDGAR TRANSMISSION
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Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: David Ritenour
Re: Trizec Properties, Inc.
Registration Statement on Form S-11
File No. 333-84880 (the "Registration Statement")
Ladies and Gentlemen:
Trizec Properties, Inc. (the "Company") hereby requests the
withdrawal of the above-referenced Registration Statement pursuant to Rule 477
under the Securities Act of 1933, as amended. The Registration Statement was
originally filed with the Securities and Exchange Commission (the "Commission")
on March 26, 2002 and relates to a secondary offering of shares of the Company's
common stock to fund the cash payment of the fair value of Trizec Hahn
Corporation ("TrizecHahn") shares to TrizecHahn shareholders who dissented from
the TrizecHahn corporate reorganization. The Company terminated the offering on
April 24, 2002 because the limited number of dissenting TrizecHahn shareholders
did not necessitate a public offering of the Company's common stock to fund the
cash payment required to be made to such shareholders.
No securities were issued or sold pursuant to the Registration
Statement. The Registration Statement has not been declared effective by the
Commission.
If you have any questions regarding this request for
withdrawal, please do not hesitate to contact Michael Benjamin of Shearman &
Sterling at (212) 848-7658.
Very truly yours,
TRIZEC PROPERTIES, INC.
/s/ Gregory Hanson
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By: Gregory Hanson
Title: Chief Financial Officer
1114 Avenue of the Americas, 31st Floor o New York, NY 10036 o
(212) 382-9300 o FAX (212) 382-9333