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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): June 5, 2006
TRIZEC PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
         
Delaware   001-16765   33-0387846
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (I.R.S. Employer
Identification Number)
     
10 S. Riverside Plaza, Suite 1100, Chicago IL   60606
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code:
(312) 798-6000
 
(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):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
þ   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 8.01. Other Events.
     On June 5, 2006, Trizec Properties, Inc. (“Trizec”) issued a press release announcing that it had executed a definitive merger agreement pursuant to which Brookfield Properties will acquire Trizec. A copy of Trizec’s press release is attached as Exhibit 99.1. A copy of Trizec’s communication to its employees is attached as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits.
  (a)   Not applicable.
 
  (b)   Not applicable.
 
  (c)   Exhibits
 
      The exhibits required by this item are set forth on the Exhibit Index attached hereto.

 

 

SIGNATURE
     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.
 		  
Date: June 5, 2006  By:   /s/ Timothy H. Callahan       
         
  Timothy H. Callahan     
  President and Chief Executive Officer     

 

 

         
EXHIBIT INDEX
     
Exhibit    
Number   Description
 
    
99.1
  Press release dated June 5, 2006 issued by Trizec Properties, Inc.
 
    
99.2
  Memorandum from Timothy H. Callahan to employees of Trizec Properties, Inc. dated June 5, 2006