UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
WOLVERINE TUBE, INC.
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
978-093-102
(CUSIP Number)
JANE BEATTY
ONTARIO TEACHERS' PENSION PLAN BOARD
5650 YONGE STREET, 5TH FLOOR
TORONTO, ONTARIO, CANADA
M2M 4H5
(416) 730-6178
WITH COPIES TO:
KEVIN KEOGH, ESQ.
WHITE & CASE LLP
1155 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 819-8200
- -------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
NOVEMBER 30, 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 [ ].
<PAGE>
SCHEDULE 13D
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CUSIP No. 978-093-102 Page 2 of 11 Pages
- --------------------------------- --------------------------------
- -------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ONTARIO TEACHERS' PENSION PLAN BOARD
- -------- ----------------------------------------------------------------------
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 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 SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING 1,348,386
PERSON WITH ------- -----------------------------------
8 SHARED VOTING POWER
-0-
------- -----------------------------------
9 SOLE DISPOSITIVE POWER
1,348,386
------- -----------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,348,386
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- -------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.60%
- -------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
EP
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<PAGE>
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, par value
$0.01 per share (the "Common Stock"), of Wolverine Tube, Inc. (the "Issuer").
The principal executive office of the Issuer is located at 1525 Perimeter
Parkway, Suite 210, Huntsville, Alabama 35806.
ITEM 2. IDENTITY AND BACKGROUND
This statement on Schedule 13D is being filed by Ontario Teachers'
Pension Plan Board ("OTP"). OTP is sometimes hereinafter referred to as the
"Reporting Person."
OTP 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 OTP is 5650 Yonge
Street, 5th Floor, Toronto, Ontario M2M 4H5, Canada. The attached Schedule A is
a list of executive officers, directors and controlling persons of OTP, which
contains the following information with respect to each such person: (i) name;
(ii) business address; (iii) 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 (iv) citizenship.
During the last five years, neither OTP nor, to the best of OTP's
knowledge, any person named on Schedule A hereto, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person 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.
Each of the directors, controlling persons and the executive officers
of OTP listed on Schedule A, hereto, is a citizen of Canada.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source and amount of the funds used or to be used by the OTP to
purchase shares of the Common Stock are as follows:
SOURCE OF FUNDS AMOUNT OF FUNDS
Pension Fund Assets $46,750,940.28
ITEM 4. PURPOSE OF THE TRANSACTION
The Reporting Person acquired the Common Stock as a result of the
distribution of the assets of Trinity I Fund, L.P. ("Fund") upon the termination
of the Fund and continues to hold the shares of Common Stock reported herein for
investment purposes. Consistent with such purposes, the Reporting Person may
from time to time have discussions with management and/or the Board of Directors
of the Issuer concerning various ways of enhancing 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 Common 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 Common Stock that it now owns or hereafter may acquire on the
open market or in private transactions.
Except as set forth in the preceding paragraph neither OTP nor, to the
best knowledge of OTP, any of the persons set forth on Schedule A, has any
current plans or proposals that relate to or would result in (a) the acquisition
by any person of additional securities of the Issuer or the disposition of
securities of the Issuer; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation of the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) any change in the present board of directors or management
of the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Issuer; (f) any
other material change in the Issuer's business or corporate structure; (g)
changes in the Issuer's charter, by-laws or instruments corresponding thereto,
or other actions which may impede the acquisition of the control of the Issuer
by any Person; (h) any of the Issuer's securities being delisted from a national
securities exchange or ceasing to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (i) any of the
Issuer's equity securities becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended;
or (j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date of this statement, OTP beneficially owned 1,348,386
shares of Common Stock, which constitutes beneficial ownership of 10.60% of
outstanding shares of Common Stock. Based upon publicly available information
12,724,589 shares of the Common Stock were outstanding on November 30, 1999.
To the best of the knowledge of the Reporting Person, other than as
set forth in Schedule B attached hereto, none of the persons named in Item 2
herein is the beneficial owner of any shares of the Common Stock.
(b) OTP has the sole power to vote or direct the vote and to dispose
or direct the disposition of 1,348,386 shares of the Common Stock.
(c) During the past sixty days, the Reporting Person has not acquired
or disposed of beneficial ownership of Common Stock except as set forth in
Schedule B attached hereto.
(d) Except as described in the succeeding sentence, no person other
than the Reporting Person has the right to receive dividends on Common Stock
beneficially owned by the Reporting Person described in this Schedule 13D and
proceeds from the sale thereof.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
None
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned hereby certify that the information set forth in this statement
is true, complete and correct.
Dated: December 6, 1999
ONTARIO TEACHERS' PENSION PLAN BOARD,
an Ontario, Canada corporation
By: /s/ Jane Beatty
----------------------------------------
Name: Jane Beatty
Title: Legal Counsel, Investments
<PAGE>
SCHEDULE A
The following tables set forth for the directors, controlling persons
and executive officers of OTP (i) the name of each such person; (ii) the present
principal occupation or employment of each such person; and (iii) the name,
principal business and address of any business corporation or other organization
in which such occupation or employment is conducted. Each of the following
persons is a citizen of Canada.
<TABLE>
EXECUTIVE OFFICERS, CONTROLLING PERSONS AND DIRECTORS OF OTP
<CAPTION>
NAME RESIDENCE OR BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
<S> <C> <C>
Claude Lamoureux 5650 Yonge Street President and Chief Executive
5th Floor Officer of OTP
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 Associates, a
(Director) Suite 303 strategic planning consulting firm whose
Toronto, Ontario principal business address and office are the
M5R 1J9 same as for Ms. Bennett
David Lennox 55 Lombard Street Retired Secretary for Ontario Teachers'
(Director) Suite 413 Federation, a teacher's union
Toronto, Ontario
M5C 2R7
Ann Finlayson 440 Markham Street Self-employed journalist, speaker, freelance
(Director) Toronto, Ontario editor and consultant
M6G 2L2
Lucy Greene 1736 Caughey Lane Retired Human Resources Executive for Sun
(Director) Penetang, Ontario 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
Toronto, Ontario
M5K 1N6
Robert Bertram 5650 Yonge Street Senior Vice President, Investments of OTP
5th Floor
Toronto, Ontario
M2M-4H5
Allan Ressor 5650 Yonge Street Senior Vice President, Member Services and
5th Floor Chief Information Officer of OTP
Toronto, Ontario
M2M-4H5
John Brennan 5650 Yonge Street Vice President, Human Resources and Public
5th Floor Affairs of OTP
Toronto, Ontario
M2M-4H5
Andrew Jones 5650 Yonge Street Vice President, Finance of OTP
5th Floor
Toronto, Ontario
M2M-4H5
Peter Maher 5650 Yonge Street Vice President, Internal Audit of OTP
5th Floor
Toronto, Ontario
M2M-4H5
Roger Barton 5650 Yonge Street Vice President, General Counsel & Secretary
5th Floor of OTP
Toronto, Ontario
M2M-4H5
Rosemarie McClean 5650 Yonge Street Vice President, Client Services of OTP
5th Floor
Toronto, Ontario
M2M-4H5
Morgan McCague 5650 Yonge Street Vice President, Quantitative Investments of
5th Floor OTP
Toronto, Ontario
M2M-4H5
Neil Petroff 5650 Yonge Street Vice President, International Equity
5th Floor Indexes, Fixed Income and Foreign Exchange of
Toronto, Ontario OTP
M2M-4H5
Brian Gibson 5650 Yonge Street Vice President, Equities of OTP
5th Floor
Toronto, Ontario
M2M-4H5
Michael Lay 5650 Yonge Street Vice President, Merchant Banking of OTP
5th Floor
Toronto, Ontario
M2M-4H5
Brian Muzyk 5650 Yonge Street Vice President, Real Estate of OTP
5th Floor
Toronto, Ontario
M2M-4H5
Leo de Bever 5650 Yonge Street Vice President, Research & Economics of OTP
5th Floor
Toronto, Ontario
M2M-4H5
</TABLE>
<PAGE>
SCHEDULE B
Following are the transactions in Common Stock effected by the
Reporting Person or any person named in Item 2 herein.
None.
