SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
MacMillan Bloedel Limited
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Shares, No Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
554783209
- --------------------------------------------------------------------------------
(CUSIP Number)
Jane Beatty
5650 Yonge Street, 5th Floor
Toronto, Ontario M2M 4H5
(416) 730-6178
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 21, 1999
- --------------------------------------------------------------------------------
(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(b)(3) or (4), 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>
Name of Reporting Person:
1. 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): |_|
Number of 6. Citizenship or Place of Organization: Ontario, Canada
Shares
Beneficially 7. Sole Voting Power: 10,344,723
Owned By
Reporting 8. Shared Voting Power: -0-
Person With
9. Sole Dispositive Power: 10,344,723
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 10,344,723
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: |_|
13. Percent of Class Represented by Amount in Row (11): 8.6%
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 March 21, 1997, as amended by Amendment No. 1 dated May 1, 1997
(the "Schedule 13D"), relating to the Common Stock, no par value (the "Stock"),
of MacMillan Bloedel Limited (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 Statement 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>
<CAPTION>
<S> <C> <C>
Residence or Principal Occupation
Name Business Address or Employment
---- ---------------- -------------
Claude Lamoureux 5650 Yonge Street President and Chief Executive Office
5th Floor of Teachers
Toronto, Ontario
M2M 4H5
Ted Medland 121 King Street West Retired Financial Executive
(ChairPerson) Suite 2525
Toronto, Ontario
M5H 3T9
Jalynn Bennett 247 Davenport Rd. 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 Public
(Director) Suite 413 School 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
Robin Korthals 121 King Street West Retired Financial Executive
(Director) Suite 2525
Toronto, Ontario
M5H 3T9
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
Roger Wilson Fasken, Campbell Godfrey Corporate Lawyer
(Director) Toronto Dominion Bank Tower
P.O. Box 20, Suite 4200
Toronto Dominion Centre
Toronto, Ontario
M5K 1N6
Robert Bertram 5650 Yonge Street Senior Vice President, Investments of
5th Floor Teachers
Toronto, Ontario
M2M-4H5
Allan Ressor 5650 Yonge Street Senior Vice President, Client and
5th Floor Information Services of Teachers
Toronto, Ontario
M2M-4H5
John Brennan 5650 Yonge Street Vice President, Human Resources &
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 &
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 Vice President, Quantitative
5th Floor Investments of Teachers
Toronto, Ontario
M2M-4H5
Neil Petroff 5650 Yonge Street Vice President, Core International &
5th Floor Fixed Income of Teachers
Toronto, Ontario
M2M-4H5
Brian Gibson 5650 Yonge Street Vice President, Equities of Teachers
5th Floor
Toronto, Ontario
M2M-4H5
Michael Lay 5650 Yonge Street Vice President, Merchant Banking of
5th Floor Teachers
Toronto, Ontario
M2M-4H5
Brian Muzyk 5650 Yonge Street Vice President, Real Estate of Teachers
5th Floor
Toronto, Ontario
M2M-4H5
Leo de Bever 5650 Yonge Street Vice President, Research & Economics
5th Floor of Teachers
Toronto, Ontario
M2M-4H5
</TABLE>
(d) 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) 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 of the directors and the executive officers of Teachers are
citizens of Canada.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety as follows:
The source and amount of the funds used or to be used by the Reporting
Persons to purchase shares of the Stock are as follows:
SOURCE OF FUNDS AMOUNT OF FUNDS
Pension Fund Assets $172,848,409.34 (1)
(1) This figure represents the total amount expended by Teachers for all
purchases of shares of the Stock. For shares of Stock purchased on or before
March 12, 1997, Canadian dollar amounts are converted to U.S. dollar amounts
based on the exchange rate for March 12, 1997. For all purchases after March 12,
1997 to the date of this Amendment, the exchange rate on the date of such
purchase is used.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and restated in its entirety as follows:
The Reporting Person acquired and continues to hold the shares of Stock
reported herein for investment purposes. Consistent with such purposes, the
Reporting Person has had, and expects to continue to have, discussions with
management and/or the Board of Directors of the Issuer concerning various
operational and financial aspects of the Issuer's business. The Reporting Person
also has had, and expects to continue to have, discussions with management
and/or the Board of Directors of the Issuer concerning various ways of
maximizing long-term shareholder value.
Depending on market conditions and other factors that the Reporting Person
may deem material to its investment decision, the Reporting Person may purchase
additional shares of Stock in the open market or in private transactions.
Depending on these same factors, the Reporting Person may sell all or a portion
of the shares of Stock 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 Reporting Person 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 of the Act.
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 October 21, 1999, Teachers beneficially
owned 10,344,723 shares of Stock pursuant to Rule 13d-3 of the Act, which
constitutes approximately 8.6% of the outstanding shares of Stock. Pursuant to
publicly available information 120,602,291 shares of the Stock were outstanding
on October 21, 1999.
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 10,344,723 shares of the Stock.
(c) During the last 60 days, the Reporting Person has purchased and sold
shares of the Stock in transactions on the Toronto Stock Exchange, as follows:
No. of Shares
Date Purchased or Sold Price Per Share
---- ----------------- ---------------
09/01/99(1) 129,000 (P) $15.59
09/03/99(1) 92,400 (P) 15.71
10/12/99(1) 100,000 (S) 17.11
10/12/99(1) 100,000 (S) 17.24
10/14/99(1) 150,000 (S) 17.03
10/14/99(1) 50,000 (S) 17.10
(1) Shares were purchased and sold for Canadian dollars. The price per
share listed reflects the U.S. dollar equivalent on the date of the transaction.
In addition, on October 21, 1999, 578,599 shares of the Stock were directly
purchased by the Reporting Person from Tundra Investors, L.P. in a privately
negotiated transaction, at a price per share of $15.47.
Except as set forth in this paragraph (c), 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.
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: October 26, 1999
ONTARIO TEACHERS' PENSION PLAN
BOARD, an Ontario, Canada
corporation
By: /s/ Jane Beatty
----------------
Name: Jane Beatty
Title: Legal Counsel, Investments
