UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities and Exchange Act of 1934
(Amendment No. 1)*
Inter-City Products Corporation
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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. [ ]
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)
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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 7,909,000
SHARES ---------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING NIL
PERSON WITH ---------------------------------------------
9 SOLE DISPOSITIVE POWER
7,909,000
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10 SHARED DISPOSITIVE POWER
NIL
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,909,000
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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
19.9%
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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 Corporation
Item 3: Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and restated in its entirety as follows:
The net amount of funds used by the Board to acquire the
7,909,000 Ordinary Shares was Cdn$43,795,056. 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
Item 4 is hereby amended and restated in its entirety as follows:
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, Roy T. Graydon, an
employee of the Board, has been nominated for election to the
Board of Directors of the Issuer. Eleven persons have been
nominated for eleven positions as director of the Issuer to be
filled by shareholder vote at the Issuer's June 6, 1997 Annual
and Special Meeting of Shareholders. It is anticipated that
Mr. Graydon will be elected 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
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Item 5: Interests in Securities of the Issuer
Item 5 is hereby amended and restated in its entirety as follows:
a-b) At the close of business on June 2, 1997, the Board
beneficially owned 7,909,000 Ordinary Shares of the Issuer.
Pursuant to the Notice of Annual and Special Meeting of
Shareholders and Management Proxy Circular, dated May 3, 1997,
39,682,321 Ordinary Shares were outstanding as of April 9, 1997.
Based on such information, the 7,909,000 Ordinary Shares deemed
beneficially owned by the Board as of the close of business on
June 2, 1997, represent approximately 19.9% 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 June 2, 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
----------- ----------- ---- --------------------
June 2, 1997 1,200,000 $7.00 Through a private
(purchase) 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 Securities of the Issuer
Item 6 is hereby amended and restated in its entirety as follows:
Other than the provisions of the stock purchase agreements
described in Item 7, neither the Board nor, to the best knowledge
of the Board, any of the persons listed in Schedule A hereto, has
any contracts, arrangements, understandings or relationships
(legal or otherwise) with respect to the securities of the Issuer.
Item 7: Material to be Filed As Exhibits
The following is inserted after Schedule C of this item:
Schedule D: Memorandum of Agreement made as of the 2nd day of
June 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.
June 3, 1997
/s/ Jane Beatty
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Jane Beatty,
Legal Counsel, Investments
Page 4 of 4
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Schedule D
MEMORANDUM OF AGREEMENT made as of the 2nd day of
June, 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, 1,200,000
Ordinary Shares in the share capital of Inter-City Products Corp.
(the "Purchased Shares") for an aggregate price of Cdn.
$8,400,000 (the "Purchase Price"), being Cdn $7.00 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 Monday, June 2, 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 #061-400400-9 at The Canada Trust Company (FIN
#T760) against payment by the Purchaser to the Vendor of the
Purchase Price for the Purchased Shares.
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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: ___________________________
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