UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 14, 2002 TRIZEC PROPERTIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-16765 33-0387846 ------------------------ ----------------------- ----------------------- (State or other (Commission File Number) (I.R.S. Employer jurisdiction of 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 9. Regulation FD Disclosure Pursuant to Regulation FD under the Securities Exchange Act of 1934, as amended, Trizec Properties, Inc. (the "Company") hereby furnishes through this current report on Form 8-K certifications dated August 14, 2002 of Christopher Mackenzie, President and Chief Executive Officer of the Company, and of Gregory Hanson, Executive Vice President and Chief Financial Officer of the Company, which certifications were made pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002. The certifications of Messrs. Mackenzie and Hanson are attached hereto as Exhibits 99.1 and 99.2, respectively, and are hereby incorporated by reference. 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, hereunto duly authorized. TRIZEC PROPERTIES, INC. Dated: August 14, 2002 By: /s/ Gregory Hanson ------------------------------------- Name: Gregory Hanson Title: Executive Vice President and Chief Financial Officer 3 INDEX TO EXHIBITS Exhibit No. Description ----------- ------------ 99.1 Certification of Christopher Mackenzie, dated August 14, 2002 and made pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002. 99.2 Certification of Gregory Hanson, dated August 14, 2002 and made pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002. 4