SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Hawthorne Financial Corporation
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
420-542-102
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(CUSIP Number)
Jane Beatty
5650 Yonge Street, 5th Floor
Toronto, Ontario M2M 4H5
(416) 730-6178
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 2, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
*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 disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("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>
1. Name of Reporting Person:
Ontario Teachers' Pension Plan Board
2. Check the Appropriate Box if a Member of a Group: (a) |_|
(b) |_|
3. SEC Use Only
4. Source of Funds: 00-Other
5. Check box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e): |_|
6. Citizenship or Place of Organization: Ontario, Canada
Number of 7. Sole Voting Power: 195,779
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each 9. Sole Dispositive Power: 195,779
Reporting
Person 10. Shared Dispositive Power: -0-
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 195,779
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: |_|
13. Percent of Class Represented by Amount in Row (11): 3.52%
14. Type of Reporting Person: EP
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
Ontario Teachers' Pension Plan Board ("Teachers") hereby amends its Schedule 13D
Statement dated December 6, 1999 (the "Schedule 13D"), relating to the Common
Stock, $.01 par value (the "Stock"), of Hawthorn Financial Corporation (the
"Issuer"). Unless otherwise indicated, all defined terms used herein shall have
the same meanings respectively ascribed to them in the Schedule 13D.
Item 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated in its entirety as follows:
(a)-(c) This Schedule 13D is being filed by Teachers. Teachers is sometimes
hereinafter referred to as the "Reporting Person."
Teachers is an Ontario, Canada corporation, the principal business of which
is the administration of a pension plan and management of a pension fund for
Ontario teachers. The principal office and business address of Teachers is 5650
Yonge Street, 5th Floor, Toronto, Ontario M2M 4H5. Pursuant to Instruction C to
Schedule 13D of the Act, the name, residence or business address, and present
principal occupation or employment of each director, executive officer and
controlling person of Teachers are as follows:
<TABLE>
Residence or Principal Occupation
Name Business Address Employment
---- ---------------- ----------
<S> <C> <C>
Claude Lamoureux 5650 Yonge Street President and Chief Executive Office
5th Floor of Teachers
Toronto, Ontario
M2M 4H5
Robin Korthals 121 King Street West Retired Financial Executive
(Chairperson) Suite 2525
Toronto, Ontario
M5H 3T9
Jalynn Bennett 247 Davenport Road President of Jalynn H. Bennett
(Director) Suite 303 Associates, a strategic planning
Toronto, Ontario consulting firm whose principal
M5R 1J9 business address and office are the
same as for Ms. Bennett
David Lennox 55 Lombard Street Retired Secretary for Ontario
(Director) Suite 413 Teachers' Federation, a
Toronto, Ontario teachers' union
M5C 2R7
Ann Finlayson 440 Markham Street Self-employed journalist, speaker,
(Director) Toronto, Ontario freelance editor and consultant
M6G 2L2
Lucy Greene 1736 Caughey Lane Retired Human Resources Executive for
(Director) Penetang, Ontario Sun Life Assurance Company of Canada
L9M 1X4
Geof Clarkson P.O. Box 251 Retired Partner with Ernst & Young
(Director) Toronto-Dominion Centre
Toronto, Ontario
M5K 1J7
Gary Porter 820-439 University Ave. Self-employed Chartered Accountant
(Director) Toronto, Ontario
M5G 1Y8
Ralph Lean, Q.C. Cassels Brock & Blackwell Corporate & Commerical Lawyer
(Director) 40 King Street West
Suite 2100
Toronto, Ontario
M5H 3C2
<PAGE>
John S. Lane, C.F.A. 77 Dawlish Avenue Retired Senior Vice President,
(Director) Toronto, Ontario Investments Sun Life Assurance
M4N 1H2 Company of Canada
Robert Bertram 5650 Yonge Street Executive Vice President, Investments of
5th Floor Teachers
Toronto, Ontario
M2M-4H5
Allan Ressor 5650 Yonge Street Executive Vice President, Member Services
5th Floor and Chief Information Officer of
Toronto, Ontario Teachers
M2M-4H5
John Brennan 5650 Yonge Street Vice President, Human Resources and
5th Floor Public Affairs of Teachers
Toronto, Ontario
M2M-4H5
Andrew Jones 5650 Yonge Street Vice President, Finance of Teachers
5th Floor
Toronto, Ontario
M2M-4H5
Peter Maher 5650 Yonge Street Vice President, Internal Audit of
5th Floor Teachers
Toronto, Ontario
M2M-4H5
Roger Barton 5650 Yonge Street Vice President, General Counsel and
5th Floor Secretary of Teachers
Toronto, Ontario
M2M-4H5
Rosemarie McClean 5650 Yonge Street Vice President, Client Services of
5th Floor Teachers
Toronto, Ontario
M2M-4H5
Morgan McCague 5650 Yonge Street Senior Vice President, Quantitative
5th Floor Investments of Teachers
Toronto, Ontario
M2M-4H5
Neil Petroff 5650 Yonge Street Senior Vice President, International Equity Indexes,
5th Floor Fixed Income and Foreign Exchange of
Toronto, Ontario Teachers
M2M-4H5
Brian Gibson 5650 Yonge Street Senior Vice President, Active Equities of Teachers
5th Floor
Toronto, Ontario
M2M-4H5
Dean Metcalf 5650 Yonge Street Vice President, Merchant Banking of
5th Floor Teachers
Toronto, Ontario
M2M-4H5
Russ Bruch 5650 Yonge Street Vice President, New Business Development of Teachers
5th Floor
Toronto, Ontario
M2M-4H5
Leo de Bever 5650 Yonge Street Senior Vice President, Research & Economics
5th Floor of Teachers
Toronto, Ontario
M2M-4H5
Phil Nichols 5650 Yonge Street Vice President, MIS Member Services of Teachers
5th Floor
Toronto, Ontario
M2M-4H5
</TABLE>
(d) To the best of Teachers' knowledge, none of the entities or persons
identified in this Item 2 has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) To the best of Teachers' knowledge, none of the entities or persons
identified in this Item 2 has, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Each the directors and the executive officers of
Teachers are citizens of Canada.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
(a) At the close of business on August 8, 2000, Teachers beneficially
owned 195,779 shares of Stock pursuant to Rule 13d-3 of the Act, which
constitutes 3.52% of outstanding shares of Stock. Pursuant to publicly available
information, 5,559,301 shares of the Stock were outstanding as of April 30,
2000.
To the best of the knowledge of the Reporting Person, other than as set
forth above, none of the persons named in Item 2 herein is the beneficial owner
of any shares of the Stock.
(b) Teachers has the sole power to vote or direct the vote and to dispose
or direct the disposition of 195,779 shares of the Stock.
(c) During the past 60 days, the Reporting Person has sold
shares of the Stock in transactions on NASDAQ, as follows:
Date of Transaction Number of Purchase (P) Price per
Shares or Sale (S) Share (1)
-------------------------------------------------------------------------
7/28/00 (9,000) S $10.03
8/01/00 (34,100) S $10.17
8/02/00 (26,000) S $10.13
8/04/00 (18,500) S $10.19
8/08/00 (12,400) S $10.37
(1) Shares were sold with U.S. dollars. The prices per share listed are net
of commissions.
To the best of the knowledge of the Reporting Person, none of the persons
named in Item 2 herein has effected any transactions in shares of the Stock
during the past 60 days.
(d) Except as set forth herein, the Reporting Person affirms that no person
other than the Reporting Person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the shares of
the Stock owned by such Reporting Person.
(e) Not Applicable.
<PAGE>
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.
DATED: August 9, 2000
ONTARIO TEACHERS' PENSION PLAN
BOARD, an Ontario, Canada corporation
By: /s/ Claude Lamoureux
-----------------------------
Name: Claude Lamoureux
Title: President and CEO
