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) : October 5, 2006
TRIZEC PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-16765
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33-0387846 |
| (State or other jurisdiction
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(Commission
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(I.R.S. Employer |
| of incorporation)
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File Number)
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Identification Number) |
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| 10 S. Riverside Plaza, Suite 1100, Chicago IL
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60606 |
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(Zip Code) |
Registrant’s telephone number, including area code:
(312) 798-6000
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.01. Changes in Control of Registrant
On October 5, 2006, Trizec Properties, Inc. (the “Company”) completed its merger with Grace
Acquisition Corporation (the “Merger”) and the other transactions contemplated by that certain
Agreement and Plan of Merger and Arrangement Agreement, dated as of June 5, 2006, as amended, by
and among the Company, Trizec Holdings Operating LLC (the “Operating Company”), Trizec Canada Inc.,
TRZ Holdings LLC (formerly known as Grace Holdings LLC), Grace Acquisition Corporation, 4162862
Canada Limited and Grace OP LLC (the “merger agreement”). TRZ Holdings LLC,
Grace Acquisition Corporation, 4162862 Canada Limited and Grace OP LLC are
affiliates of Brookfield Properties Corporation (“Brookfield Properties”) and Brookfield Properties
was joined by The Blackstone Group in the acquisition of the Company. The Company is the surviving
corporation in connection with the Merger.
Under the terms of the merger agreement, in connection with the Merger, holders of the
Company’s common stock (other than Trizec Canada Inc. and its subsidiaries) will be entitled to
receive $29.0209 in cash, which includes the amount equal to the accrued regular quarterly dividend
for the period from October 1, 2006 through, and including, October 5, 2006, the closing date of
the Merger, for each share of common stock issued and outstanding and held by such holders
immediately prior to the effective time of the Merger, in each case without interest and less
applicable withholding taxes (the “Merger Consideration”). In addition, in connection with the
merger of Grace OP LLC with and into the Operating Company (the “Operating Company Merger”),
holders of membership interest of the Operating Company other than the Company were given the
choice to elect to receive a cash amount equal to the Merger Consideration, without interest, for
each unit of membership interest that they owned in the Operating Company immediately prior to the
effective time of the Operating Company Merger, or in lieu of such
cash consideration, to retain the
newly issued 6% redeemable preferred units that they will be entitled to receive in the Operating
Company, as the survivor of the Operating Company Merger, in connection with the Operating Company
Merger or to receive a common unit in the Operating Company.
A copy of the press release issued by the Company relating to the closing of the Merger and
the Operating Company Merger is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
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(a) |
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Not applicable. |
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(b) |
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Not applicable. |
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(c) |
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Not applicable. |
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(d) |
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Exhibits |