UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
First Sierra Financial, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per Share
(Title of Class of Securities)
335-944-104
(CUSIP NUMBER)
Jane Beatty
Ontario Teachers' Pension Plan Board
5650 Yonge Street, 5th Floor
Toronto, Ontario, Canada, M2M 4H5
(416) 730-6178
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 26, 2000
(Date of Event Which Requires Filing of This Statement)
If the filing person have 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: [_]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to 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
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 (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. 335-944-104
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Ontario Teachers' Pension Plan Board
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
5. CHECK 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 OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
1,070,779
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
1,070,779
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,070,779
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [__]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
<PAGE>
Ontario Teachers' Pension Plan Board ("OTP") hereby amends its statement on
Schedule 13D relating to the common stock, par value $0.01 per share (the
"Common Stock"), of First Sierra Financial, Inc. (the "Issuer") dated December
6, 1999 (the "Schedule 13D"), as set forth below. All terms defined in the
Schedule 13D have the same meanings in this Amendment No. 1.
Item 5. Interest in Securities of the Issuer.
(a) The last sentence of the first paragraph is hereby restated in its
entirety as follows:
"Based upon publicly available information, 18,962,815 shares of Common
Stock were outstanding on November 1, 1999."
The following paragraph is hereby inserted after the first paragraph:
"As of January 27, 2000, OTP beneficially owned 1,070,779 shares of Common
Stock, which constitutes beneficial ownership of 5.6% of the outstanding shares
of Common Stock. Based upon publicly available information, 18,962,815 shares of
Common Stock were outstanding on November 1, 1999."
(b) The following paragraph is hereby inserted after the last paragraph:
"As of January 27, 2000, OTP has the sole power to vote or direct the vote
and to dispose or direct the disposition of 1,070,779 shares of Common Stock."
(c) The following paragraph is hereby inserted after the last paragraph:
"The following table describes transactions in the Common Stock by OTP in
the sixty days prior to January 27, 2000.
<TABLE>
<CAPTION>
Date of Number of Purchase (P) Price per Where and how
Transaction Securities or Sale (S) Share* transaction effected
<S> <C> <C> <C> <C>
12/29/99 50,000 S $17.43 All transactions
12/30/99 10,200 S $16.96 effected through
1/18/00 10,000 S $20.00 a broker on
1/19/00 10,000 S $20.00 Nasdaq
1/20/00 40,000 S $20.00
1/21/00 15,000 S $20.00
1/24/00 20,000 S $20.00
1/26/00 50,000 S $20.15
1/26/00 80,000 S $21.18
1/27/00 75,000 S $22.12
</TABLE>
*Price per Share is net of commissions.
Except as described above, neither OTP nor, to the best knowledge of OTP,
any of the persons listed in Schedule A effected any transactions in the Common
Stock in the sixty days prior to January 27, 2000."
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of her knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
January 27, 2000
ONTARIO TEACHERS' PENSION PLAN BOARD
/s/ Jane Beatty
---------------
Name: Jane Beatty
Title: Legal Counsel, Investments
<PAGE>
Schedule A is hereby restated in its entirety as follows:
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.
Executive Officers, Controlling Persons and Directors of OTP
<TABLE>
<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
Robin Korthals 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
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 & Commercial Lawyer
(Director) 40 King Street West
Suite 2100
Toronto, Ontario
M5H 3C2
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 Indexes,
5th Floor Fixed Income and Foreign Exchange of OTP
Toronto, Ontario
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>
