UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No.)*
Inter City Products Corp.
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(Name of Issuer)
Ordinary Shares
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(Title of Class of Securities)
45821E10 J
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(CUSIP Number)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is subject to this Schedule
13G, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box. [ X ]
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies should be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in prior cover page.
The information required in the remainder of this cover page
shall be deemed to be "filed" for the purpose of section 18 of
the Securities Exchange Act of 1934 ("the Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes)
<PAGE>
CUSIP No. 45821E10 J 13D Page 2 of 4 Pages
----------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ONTARIO TEACHERS' PENSION PLAN BOARD
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
AN ONTARIO, CANADA CORPORATION
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7 SOLE VOTING POWER
NUMBER OF 6,709,000
SHARES ---------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING NIL
PERSON WITH ---------------------------------------------
9 SOLE DISPOSITIVE POWER
6,709,000
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10 SHARED DISPOSITIVE POWER
NIL
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,709,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.2%
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14 TYPE OF REPORTING PERSON*
EP
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 4
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Schedule to Ontario Teachers' Pension Plan Board 13D Filing
Re: Inter City Products Corp.
Item 1: Security and Issuer
This statement relates to the Ordinary Shares, $nil par value
(the "Ordinary Shares") of Inter City Products Corp. (the
"Issuer"). The principal executive offices of the Issuer are
located at 20 Queen Street West, Suite 3500, Toronto, Ontario,
M5H 3R3.
Item 2: Identity and Background
The following is the name, place of organization, the principal
business and the principal business address of the person filing
this statement:
Ontario Teachers' Pension Plan Board (the "Board")
An Ontario, Canada corporation
5650 Yonge Street
Suite 300
North York, Ontario
Canada, M2M 4H5
The Board administers a pension plan and manages a pension fund.
The name, business address, present principal occupation or
employment (and the name, principal business and address of any
corporation or other organization in which such employment is
conducted) and the citizenship of each executive officer and
director, each person controlling and each executive officer and
director of any corporation or other person in control of the
Board is set forth in Schedule A and incorporated herein by
reference.
Item 3: Source and Amount of Funds or Other Consideration
The net amount of funds used by the Board to acquire the
6,709,000 Ordinary Shares was Cdn$35,395,056. These funds came
from the pension fund managed by the Board, which includes income
from the fund's investment portfolio and contributions of members
of the pension plan administered by the Board.
Item 4: Purpose of Transaction
The Board acquired and continues to hold the Ordinary Shares
reported herein for investment purposes. The Board may, in the
future, have discussions with management, directors and other
shareholders of the Issuer concerning various ways of maximizing
long-term shareholder value. In addition, it is possible that the
Board may receive the right to appoint one member to the Board of
Directors of the Issuer.
Depending on market conditions and other factors that the Board
may deem material to its investment decision, the Board may
purchase additional Ordinary Shares in the open market or in
private transactions. Depending on these same factors, the Board
may sell all or a portion of the Ordinary Shares that it now owns
or hereafter may acquire on the open market or in private
transactions.
Except as set forth in this Item 4, the Board has no present
plans or proposals that relate to or that would result in any of
the actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D adopted by the Commission under the Act.
Page 3 of 4
<PAGE>
Item 5: Interests in Securities of the Issuer
a-b) At the close of business on March 19, 1997, the Board
beneficially owned 6,709,000 Ordinary Shares of the Issuer.
Pursuant to the Toronto Stock Exchange Monthly Review, 39,042,574
Ordinary Shares were outstanding as of March 19, 1997. Based on
such information, the 6,709,000 Ordinary Shares deemed
beneficially owned by the Board as of the close of business on
March 19, 1997, represent approximately 17.2% of the Ordinary
Shares outstanding.
Except as described above, neither the Board nor, to the best
knowledge of the Board, any persons listed in Schedule A hereto
beneficially owned any Ordinary Shares at the close of business
on March 19, 1997.
c) The following table describes the transactions in Ordinary
Shares in the past sixty days by the Board:
Date of Number of Price per Where and how
Transaction Securities Share transaction effected
----------- ----------- ---- --------------------
March 6, 1997 3,000,000 $5.425 Through a private
agreement executed in
Toronto, Canada
Except as described above, neither the Board nor, to the best
knowledge of the Board, any of the persons listed in Schedule
A effected any transactions in the Ordinary Shares in the past
sixty days.
d-e) Not applicable
Item 6: Contracts, Arrangements, Understandings or Relationships
with respect to the Securities of the Issuer
Not applicable
Item 7: Material to be Filed As Exhibits
Schedule B: Memorandum of Agreement made as of the 6th day
of March 1997.
Schedule C: Delegation of signing authority and supporting
documents dated March 20, 1997.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
March 20, 1997
/s/ Claude Lamoureux
-------------------------------------
Claude Lamoureux,
President and Chief Executive Officer
Page 4 of 4
<PAGE>
Schedule A
Set forth below are the names and positions of all of the
directors and executive officers of Ontario Teachers' Pension
Plan Board, the principal occupation or employment of such person
and the name, principal business and address of any corporation
or other organization in which such employment is conducted.
Unless otherwise indicated, the citizenship of each person listed
below is Canadian, and the business address of each person listed
below is 5650 Yonge Street, Suite 300, North York, Ontario,
Canada, M2M 4H5.
Name, Citizenship and Principal Employment and Employer
Business Address
C. Edward Medland Chair of the Board of Directors;
Beauwood Investments Inc. Retired Financial Executive
121 King Street West,
Suite 2525
Toronto, Ontario, M5H 319
Jalynn Bennett Director of Ontario Teachers'
President Pension Plan Board; Strategic
Jalynn H. Bennett planning and organizatlonal
Associates development consultant
247 Davenport Road,
Suite 303
Toronto, Ontario, M5R 1J9
Geoffrey Clarkson Director of Ontario Teachers'
Ernst & Young Pension Plan Board;
P.O. Box 251 Retired Audit Partner
Toronto-Dominion Centre with Ernst & Young
Toronto, Ontario, M5K 1J7
<PAGE>
Schedule A
Name, Citizenship and Principal Employment and Employer
Business Address
Gail Cook-Bennet Director of Ontario Teachers'
Executive Vice President Pension Plan Board;
Bennecon Limited Economic consultant
P.O. Box 59, Suite 1416
Commercial Union Tower
Toronto, Ontario, M5K 1E7
Ann Finlayson Director of Ontario Teachers'
440 Markham Street Pension Plan Board; Journalist,
Toronto, Ontario, M6G 2L2 speaker, freelance editor
and consultant
Lucy Greene Director of Ontario Teachers'
Sun Life Assurance Pension Plan Board;
Company of Canada Human Resources Executive
150 King Street West,
4th Floor
Sunlife Centre
Toronto, Ontario, M5H 1J9
Martin R. Hicks Director of Ontario Teachers'
9 Killarney Road Pension Plan Board;
Toronto, Ontario, M5P 1L7 Investment Consultant
Robin W. Korthals Director of Ontario Teachers'
121 King Street West, Pension Plan Board;
Suite 2525 Retired Financial Executive
Toronto, Ontario, M5H ET9
David Lennox Director of Ontario Teachers'
Ontario Public School Pension Plan Board; Secretary of
Teachers Federation the Ontario Public School
5160 Orbitor Drive Teachers Federation
Mississauga,
Ontario, L4W 5H2
<PAGE>
Schedule A
Name, Citizenship and Principal Employment and Employer
Business Address
Gary Porter Director of Ontario Teachers'
Pension Plan Board; Chartered
G.A. Porter Accountant
Chartered Accountant
820-439 University Avenue
Toronto, Ontario, M5G lY8
Claude R. Lamoureux President and Chief Executive
Officer
Robert Bertram Senior Vice-President,
Investments
Heather Hunter Vice-President, Equities
Leo De Bever Vice-President,
Research & Economics
Brian Muzyk Vice-President, Real Estate
Morgan McCague Vice-President, Core portfolio
Neil Petroff Vice-President, Core International,
Foreign Exchange and Fixed Income
John Brennan Vice-President, Human Resources
& Public Services
<PAGE>
Schedule A
Name, Citizenship and Principal Employment and Employer
Business Address
Allan Reesor Vice-President, Customer and
Information Services
Peter Maher Vice-President, Internal Audit
Andrew Jones Vice-President, Finance
Roger Barton General Counsel
Carole Piper-Peel Vice-President, Data Resources
& Administration Services
<PAGE>
Schedule B
MEMORANDUM OF AGREEMENT made as of the 6th day of
March 1997.
BETWEEN:
THE MORTGAGE INSURANCE COMPANY OF CANADA, a
corporation existing under the laws of Canada.
(hereinafter referred to as the "Vendor"),
OF THE FIRST PART,
-and-
ONTARIO TEACHERS' PENSION PLAN BOARD,
a corporation existing under the laws
of the Province of Ontario,
(hereinafter referred to as the "Purchaser").
OF THE SECOND PART.
THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and agreements hereinafter contained, it is agreed by
and between the parties hereto as follows:
1. Subject to the terms and conditions hereof, the Vendor
covenants and agrees to sell to the Purchaser, and the Purchaser
covenants and agrees to purchase from the Vendor, 3,000,000
Ordinary Shares in the share capital of Inter City Products Corp.
(the "Purchased Shares") for an aggregate price of Cdn.
$16,275,000 (the "Purchase Price"), being Cdn $5.425 per share.
2. The transaction of purchase and sale of the Purchased Shares
herein provided for shall be closed at 12.00 p.m. (Toronto time)
on Friday, March 7, 1997 or at such earlier time on such date as
shall be mutually agreed upon (the "Time of Closing"). At the
Time of Closing, the Vendor shall deposit to the Canadian
Depository for Securities via the Book Based System the Purchased
Shares for account #061-600020-2 at The Canada Trust Company (FIN
#T760) against payment by the Purchaser to the Vendor of the
Purchase Price for the Purchased Shares.
B1
<PAGE>
3. The obligations of the Purchaser under this agreement are
conditional on there being no material adverse change (as defined
in the Securities Act) in the business, affairs, prospects of the
Corporation prior to the Time of Closing.
4. If in the opinion of the Purchaser, acting reasonably, the
condition in paragraph 3 has not been satisfied, the Purchaser
may, at its option, terminate its obligations under this
agreement by written notice to that effect given to the Vendor at
any time prior to the Time of Closing.
5. The Vendor represents and warrants to the Purchaser that, at
the Time of Closing, the Vendor will have the right, power and
authority to sell the Purchased Shares to the Purchaser and will
convey to the Purchaser good and valid title thereto free and
clear of all mortgages, liens, pledges, charges, security
interests, hold period, adverse claims, encumbrances and demands
whatsoever affecting the Vendor.
6. The Purchaser represents and warrants to the Vendor that it is
purchasing the Purchased Shares as principal and not with a view
to their immediate resale.
7. Time shall be of the essence of the agreement.
8. This agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario.
9. This agreement shall ensure to the benefit of the parties
hereto and their respective successors and assigned.
IN WITNESS WHEREOF this agreement has been executed by the
parties hereto.
THE MORTGAGE INSURANCE
COMPANY OF CANADA
By:_____________________________
ONTARIO TEACHERS' PENSION
PLAN BOARD
By:_____________________________
B2
<PAGE>
DELEGATION
Pursuant to section 2.13.2 of the Code of By-laws enacted by the
Ontario Teachers' Pension Plan Board (the "Board") on June
27,1990, I hereby delegate to Jane Beatty, Legal Counsel,
Investments the power to execute and deliver on behalf of the
Board regulatory filings for the United States Securities and
Exchange Commission as may be necessary from time to time in
connection with the Board's equity portfolio.
Dated March 20,1997
/s/ Claude Lamoureux
-------------------------------
Claude Lamoureux
President and Chief Executive Officer
Ontario Teachers' Pension Plan Board
<PAGE>
CERTIFICATE
The undersigned certifies that the following is an excerpt from
the Code of Bylaws enacted by the Ontario Teachers' Pension Plan
Board on June 27,1990 and is now in full force and effect:
2.13.2 Documents requiring execution by the corporation may
be signed by the chairperson or Chief Executive Officer
or by a person or persons prescribed by the Board or
the Chief Executive Officer and all documents so signed
are binding upon the corporation without any further
authorization or formality provided that the Chief
Executive Officer may from time to time delegate to any
person or persons the power either to sign documents
generally or to sign specific documents on behalf of
the corporation and to affix the seal where required.
Dated March 20,1997
/s/ Claude Lamoureux
-------------------------------
Claude Lamoureux
President and Chief Executive Officer
Ontario Teachers' Pension Plan Board
<PAGE>
CERTIFICATE OF INCUMBENCY
I, Roger Barton, General Counsel of the Ontario Teachers' Pension
Plan Board (the "Corporation"), hereby certify on behalf of the
Corporation that the persons whose names appear below are
officers or employees of the Corporation who hold the offices or
positions indicated as of the date hereof and that the signatures
of such persons appear below.
NAME POSITION SIGNATURE
- -------- ----------- -----------------
Claude Lamoureux President and Chief
Executive Officer /s/ Claude Lamoureux
----------------------
Jane Beatty Legal Counsel,
Investments /s/ Jane Beatty
----------------------
DATED: March 20,1997
/s/ Roger Barton
----------------------
General Counsel
I, Peter Maher
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hereby certify on behalf of the Corporation that Roger Barton is
General Counsel of the Corporation and that the signature
appearing above is the signature of Roger Barton.
DATED: March 20, 1997
/s/ Peter Maher
<PAGE>
