posam
As filed with the Securities and Exchange Commission on October 5, 2006
Registration Statement No. 333-84876
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2
to
FORM S-11
ON
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
TRIZEC PROPERTIES, INC.
(Exact name of Registrant as Specified in Governing Instruments)
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| Delaware
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33-0387846 |
| (State or Other Jurisdiction
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(I.R.S. Employer Identification No.) |
| of Incorporation or Organization) |
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c/o BROOKFIELD PROPERTIES CORPORATION
Three World Financial Center
200 Vesey Street, 11th Floor
New York, NY 10281
(212) 417-7000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive
offices)
Kathleen
G. Kane
Senior Vice President and General Counsel
BROOKFIELD PROPERTIES CORPORATION
Three World Financial Center
200 Vesey Street, 11th Floor
New York, NY 10281
(212) 417-7000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Gilbert G. Menna, Esq.
Suzanne D. Lecaroz, Esq.
Goodwin Procter LLP
Exchange Place
53 State Street
Boston, MA
(617) 570-1000
TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 2 relates to the Form S-11 on Form S-3 (Registration No.
333-84876) of Trizec Properties, Inc. (“Trizec”).
On October 5, 2006, pursuant to the terms of an Agreement and Plan of Merger and Arrangement
Agreement, by and among Trizec, Trizec Holdings Operating LLC, Trizec Canada Inc., TRZ Holdings LLC
(formerly known as Grace Holdings LLC) (“Parent”), Grace Acquisition Corporation (“MergerCo”),
Grace OP LLC (“Merger Operating Company”), and 4162862 Canada Limited (“AcquisitionCo”), dated as
of June 5, 2006, as amended (the “Merger Agreement”), MergerCo merged with and into Trizec, with
Trizec as the surviving corporation (the “Trizec Merger”). Immediately following the Trizec
Merger, Merger Operating Company merged with and into Trizec Holdings Operating LLC. Parent, MergerCo and Merger Operating Company are affiliates of Brookfield
Properties Corporation and The Blackstone Group. AcquisitionCo is an affiliate of Brookfield
Properties Corporation.
In connection with the Trizec Merger, Trizec hereby removes from registration all of its
securities registered pursuant to this Registration Statement that remain unissued.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478
thereunder, the registrant certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to
the Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this fifth day of October 2006.
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TRIZEC PROPERTIES, INC. (as surviving corporation of its
merger with Grace Acquisition Corporation) |
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By:
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/s/ Richard B. Clark |
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Richard B. Clark |
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Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates indicated.
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TITLE |
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/s/ Richard B. Clark
Richard
B. Clark
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Chief Executive Officer
and Director
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October 5, 2006 |
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/s/ Dennis H. Friedrich
Dennis
H. Friedrich
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President, Chief
Operating Officer, US
Commercial Operations and
Director
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October 5, 2006 |
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/s/ G. Mark Brown
G.
Mark Brown
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Senior Vice President,
Finance and Director
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October 5, 2006 |
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/s/ Craig J. Laurie
Craig
J. Laurie
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Senior Vice President and
Chief Financial Officer
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October 5, 2006 |