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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )(1)
TNPC Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
87260K107
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(CUSIP Number)
November 30, 2000
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-(c)
[_] Rule 13d-1(d)
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(1) 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 a prior cover page.
The information required in 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 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. 87260K107 13G Page 2 of 5 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ONTARIO TEACHERS' PENSION PLAN BOARD
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO, CANADA
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES 8,229,708
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY N/A
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 8,229,708
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH N/A
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,229,708
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A [_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.9%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
E.P.
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule to Ontario Teachers' Pension Plan Board 13G Filing
Re: TNPC Inc.
Item 1: Issuer
(a) ISSUER: This statement relates to the issuer TNPC Inc. (the "Corporation").
(b) ADDRESS OF ISSUER: The principal executive offices of the Corporation are
located at 10 Glenville Street, Greenwich, Connecticut, United States,
06831
Item 2: Person Filing and Securities Statement Being Filed in Respect Of
(a) PERSON FILING: This statement is being filed by the Ontario Teachers'
Pension Plan Board (the "Board").
(b) ADDRESS: The business address of the Board is 5650 Yonge Street, Suite 500,
Toronto, Ontario, Canada, M2M 4H5.
(c) CITIZENSHIP: The Board is a corporation incorporated under the laws of the
Province of Ontario, Canada.
(d) TITLE OF CLASS OF SECURITIES: This statement relates to Common Stock of the
Corporation.
(e) CUSIP NUMBER: The shares are identified by CUSIP Number 87260K107.
Item 3: Authority Pursuant to which Statement Being Filed
The Board is filing this statement pursuant to the "no-action" relief granted to
it by the Office of Tender Offers, Division of Corporation Finance of the United
States Securities and Exchange Commission in a letter dated May 6, 1992.
Item 4: Ownership
(a) AMOUNT BENEFICIALLY OWNED: as of November 30, 2000: 8,229,708
(b) PERCENT OF CLASS: 12.9%
(c) NUMBER OF SHARES AS TO WHICH THE PERSON HAS:
I. Sole power to vote or direct the vote: 8,229,708
II. Shared power to vote or direct the vote: NIL
III. Sole power to dispose or direct the disposition: 8,229,708
IV. Shared power to dispose or to direct the disposition: NIL
Item 5: Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof
the reporting persons has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following .
Item 6: Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
Item 7: Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control
Person
Not Applicable.
Item 8: Identification and Classification of Members of the Group
Not Applicable.
Item 9: Notice of Dissolution of Group
Not Applicable
<PAGE>
Item 10: Certification
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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.
December 7, 2000
/s/ Roger Barton
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Roger Barton
Vice President, General Counsel and Secretary
