UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Cadillac Fairview Corporation
(Name of Issuer)
Common Shares
(Title of Class of Securities)
126929207
(CUSIP NUMBER)
Jane Beatty
Ontario Teachers' Pension Plan Board
5650 Yonge Street, Suite 300
Toronto, Ontario, Canada, M2M 4H5
416-730-6178
Copy to:
Brice T. Voran, Esq.
Shearman & Sterling
199 Bay Street, Commerce Court West, Suite 4405
Toronto, Ontario, Canada M5L 1E8
Telephone: (416) 360-8484
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 17, 2000
(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss.240.13d-7 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 1 of 14
Exhibit Index is at page 13
<PAGE>
CUSIP No. 126929207
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
An Ontario, Canada Corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
80,169,922
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
80,169,922
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,169,922
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [__]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
Page 2 of 14
Exhibit Index is at page 13
<PAGE>
CUSIP No. 126929207
1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (ENTITIES ONLY)
The Cadillac Fairview Corporation Limited
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)
AF, BK
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) [__]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
An Ontario, Canada Corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
80,169,922
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
80,169,922
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,169,922
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [__]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
Page 3 of 14
Exhibit Index is at page 13
<PAGE>
Ontario Teachers' Pension Plan Board (the "Board") and The Cadillac
Fairview Corporation Limited ("Cadillac"), a wholly-owned subsidiary of the
Board and successor corporation to 1384183 (as defined below), hereby amend the
Board's statement on Schedule 13D relating to the Common Shares (the "Shares")
of Cadillac Fairview Corporation (the "Issuer") dated July 10, 1998 and as
amended on January 13, 1999 (collectively, the "Schedule 13D"), as set forth
below. All terms defined in the Schedule 13D have the same meanings in this
Amendment No. 2.
Item 2. Identity and Background.
(a)-(c) The following paragraph is hereby inserted after the third paragraph:
"This statement is being filed jointly by the Board and by Cadillac (a
successor corporation to 1384183). The principal business address of Cadillac is
20 Queen Street West, Fifth Floor, Toronto, Ontario, Canada M5H 3R4.
"The name, business address, present principal occupation or employment
(and name, principal business and address of any corporation or other
organization in which such employment is conducted) and the citizenship of each
executive officer and director of Cadillac, each person controlling Cadillac and
each executive officer and director of any corporation or other person in
control of Cadillac is set forth in Schedule B and incorporated herein by
reference."
Schedule A of the 13D is hereby deleted in its entirety and replaced
with Schedule A attached hereto.
Item 3. Source and Amount of Funds or Other Consideration.
The following paragraphs are hereby inserted after the eighth
paragraph:
"The Board acquired 100,000 Shares on January 14, 1999. The net amount
of funds used by the Board to acquire these 100,000 Shares was Cdn$2,953,000
(including commissions).
On March 16, 2000, 1384183 Ontario Inc. ("1384183"), a private
corporation wholly owned by the Board acquired from the Board 16,527,533 Shares
of the Issuer. On March 17, 2000, pursuant to the terms of a plan of arrangement
(the "Arrangement"), approved by the shareholders of the Issuer, 1384183
acquired all of the remaining 63,642,389 outstanding Shares of the Issuer it did
not own in exchange for consideration of Cdn$34 per Share.
The ninth paragraph is hereby deleted, and the following paragraph is
hereby inserted in its place:
"All of the funds used by the Board to acquire the 16,527,533 Shares
that were transferred to 1384183 came from the pension fund managed by the Board
(the "Pension Fund"), which includes income from the fund's investment portfolio
and contributions of members of the pension plan administered by the Board.
Approximately Cdn$473.7 million of the funds used by 1384183 to acquire the
63,642,389 Shares came from three credit facilities provided for by The
Toronto-Dominion Bank, The Bank of Nova Scotia and Canadian Imperial Bank of
Commerce. Cdn$225 million was a "daylight" facility and was repaid immediately
following the completion of the Arrangement. Cdn$100 million of the loans were
secured by mortgages on certain assets of the Issuer and Cdn$150 million were
secured by other assets of the Issuer. The Board did not provide a guarantee on
any of the loans but did provide an undertaking to cause 1384183 to comply with
certain of its obligations under the credit facilities. The remaining funds that
1384183 used to acquire the 63,642,389 Shares came from the Board's Pension
Fund."
Page 4 of 14
Exhibit Index is at page 13
<PAGE>
Item 4. Purpose of Transaction.
(a)-(i) The following paragraph is hereby inserted after the first paragraph:
"The Board, through 1384183, acquired 100% of the outstanding Shares,
not already owned by the Board, pursuant to the Arrangement and as a result the
Issuer became a direct wholly-owned subsidiary of the Board. The purpose of the
Arrangement was for the Board to make a significant investment in real estate.
The Board intends to continue a review of Cadillac (the successor to the Issuer)
and its assets, corporate structure, capitalization, operations, properties,
policies, management and personnel to determine what changes, if any, would be
desirable in order to best organize and integrate the activities of Cadillac.
After the Arrangement, Cadillac's board of directors was replaced by
the persons named in Schedule B hereto, who were nominated by the Board. Except
as disclosed in the Management Information Circular which is filed hereto as
Exhibit 2, the Board has no present plans or proposals that would result in an
extraordinary corporate transaction involving Cadillac or any of its
subsidiaries, such as a merger, reorganization, liquidation, sale or transfer of
a material amount of assets, or any material changes in Cadillac's present
dividend policy, corporate structure or business, the composition of its
management or personnel or its indebtedness or capitalization.
On March 17, 2000 pursuant to the terms of the Arrangement and
subsequent to the transactions described above, the Issuer, several of its
wholly owned subsidiaries and 1384183 amalgamated to form Cadillac, a
corporation wholly owned by Teachers.
Upon completion of the Arrangement, the Issuer's common shares were
delisted from The New York Stock Exchange and The Toronto Stock Exchange, are no
longer registered pursuant to Section 12(g)(4) of the Exchange Act and were
canceled."
Item 5. Interest in Securities of the Issuer.
(a) - (b) The following paragraph is hereby inserted after the second
paragraph:
"On March 17, 2000, the Board owned 0 Shares and Cadillac owned
80,169,922 Shares. 80,169,922 Shares were outstanding as of March 17, 2000. The
80,169,922 Shares beneficially owned by Cadillac on March 17, 2000 represent
100% of the Shares outstanding. The Board has shared voting power over the
80,169,922 Shares owned by Cadillac due to the Board's 100% ownership of
Cadillac. Cadillac has shared voting and dispositive power over all of the
80,169,922 Shares beneficially owned by it."
(c) The following paragraphs are hereby inserted after the last paragraph:
The following persons listed in Schedule B and A. Charles Baillie,
Bruce W. Duncan, Robert E. Bellamy, Gail Cook-Bennett, Jefferson J. Mooney and
Thomas J. Saylak, all being previous directors of the Issuer, have effected the
following transactions in Shares in the sixty days prior to March 17, 2000:
Page 5 of 14
Exhibit Index is at page 13
<PAGE>
<TABLE>
<CAPTION>
Date of Number of Exercised Where and How
Name Transaction Options Exercised Price Per Share Transaction was Effected
---- ------------------- ----------------- --------------- ------------------------
(Cdn$)
<S> <C> <C> <C> <C>
Peter J. Barbetta March 16, 2000 98,000 16.00 - 32.00 All Shares acquired were
March 17, 2000 26,000 26.75 - 32.00 tendered to 1384183
Bruce W. Duncan March 16, 2000 2,535,000 0.01 - 30.48 pursuant to the
Jon N. Hagan March 16, 2000 179,667 16.00 - 32.00 Arrangement on March 17,
March 17, 2000 29,333 26.75 - 32.00 2000.
Michael P. Kitt March 16, 2000 223,000 16.00 - 32.00
March 17, 2000 26,000 26.75 - 32.00
Ian C. MacKellar March 16, 2000 98,000 16.00 - 32.00
March 17, 2000 26,000 26.75 - 32.00
Ronald E. Peddicord March 16, 2000 99,000 16.00 - 32.00
March 17, 2000 18,000 26.75 - 32.00
L. Peter Sharpe March 16, 2000 129,667 16.00 - 32.00
March 17, 2000 29,333 26.75 - 32.00
John Sullivan March 16, 2000 66,667 31.00
March 17, 2000 133,333 31.00
A. Charles Baillie March 17, 2000 2,000 31.00 - 26.28
Robert E. Bellamy March 17, 2000 2,000 31.00 - 26.28
Gail Cook - Bennett March 17, 2000 2,000 31.00 - 26.28
Morton G. Gross March 17, 2000 2,000 31.00 - 26.28
Jefferson J. Mooney March 17, 2000 2,000 31.00 - 26.28
Thomas J. Saylak March 17, 2000 2,000 31.00 - 26.28
Scot E. Adams March 17, 2000 30,000 20.00 - 32.00
Rudolph J. Adlaf March 17, 2000 11,000 20.00 - 32.00
Normand P. Blouin March 17, 2000 67,500 20.00 - 32.00
Lynnette A. Browne March 17, 2000 16,500 20.00 - 32.00
Alan Carlisle March 17, 2000 62,500 20.00 - 32.00
Linda M. Gray March 17, 2000 60,000 20.00 - 32.00
Anthony Grossi March 17, 2000 50,000 20.00 - 26.75
David E. Handley March 17, 2000 13,000 20.00 - 32.00
Sandra J. Hardy March 17, 2000 16,000 20.00 - 32.00
Richard M. Michaeloff March 17, 2000 16,500 20.00 - 32.00
Ross W.E. Wood March 17, 2000 9,000 20.00 - 32.00
Ronald B. Wratschko March 17, 2000 62,500 20.00 - 32.00
</TABLE>
Page 6 of 14
Exhibit Index is at page 13
<PAGE>
Neither the Board, or, to the best knowledge of the Board, any of the
persons listed in Schedule A of the Schedule 13D effected any transactions in
Shares in the sixty days prior to March 17, 2000.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended by the addition of the
following exhibits to the end thereof:
(2) Management Information Circular dated February 14, 2000 (the
"Information Circular")
(3) Arrangement Agreement dated December 1, 1999, included as Annex D
to the Information Circular.
(4) Plan of Arrangement filed with the Ontario Supreme Court of
Justice on February 8, 2000, included as Annex D to the
Information Circular.
(5) Press release issued by Ontario Teachers' Pension Plan Board on
March 17, 2000.
Page 7 of 14
Exhibit Index is at page 13
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
March 30, 2000
ONTARIO TEACHERS' PENSION
PLAN BOARD
/s/ Jane Beatty
------------------------------------
Name: Jane Beatty
Title: Legal Counsel, Investments
Page 8 of 14
Exhibit Index is at page 13
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
March 30, 2000
THE CADILLAC FAIRVIEW
CORPORATION LIMITED
/s/ Peter J. Barbetta
------------------------------------
Name: Peter J. Barbetta
Title: Senior Vice-President, General
Counsel and Secretary
Page 9 of 14
Exhibit Index is at page 13
<PAGE>
Schedule A
Set forth below are the names and positions of all of the directors and
executive officers of the Board, the principal occupation or employment of such
person and the name, principal business and address of any corporation or other
organization in which such employment is conducted. Unless otherwise indicated,
the citizenship of each person listed below is Canadian, and the business
address of each person listed below is 5650 Yonge Street, Toronto, Ontario,
Canada M2M 4H5.
<TABLE>
<CAPTION>
- ---------------------------------------- -------------------------------------------------------------
Name, Citizenship and Business Address Principal Employment and Employer
- ---------------------------------------- -------------------------------------------------------------
<S> <C>
Claude Lamoureux President and Chief Executive
Officer of the Board
- ---------------------------------------- -------------------------------------------------------------
Robert W. Korthals Chairperson of the Board; Retired Financial Executive
121 King Street West
Suite 2525
Toronto, Ontario
M5H 3T9
- ---------------------------------------- -------------------------------------------------------------
Jalynn Bennett Director of the Board; President of Jalynn H. Bennett
247 Davenport Rd. Associates, a strategic planning consulting firm whose
Suite 303 principal business address and office are the same as for
Toronto, Ontario Ms. Bennett
M5R 1J9
- ---------------------------------------- -------------------------------------------------------------
David Lennox Director of the Board; Retired Secretary for Ontario
55 Lombard Street Teachers' Federation, a teacher's union
Suite 413
Toronto, Ontario
M5C 2R7
- ---------------------------------------- -------------------------------------------------------------
Ann Finlayson Director of the Board; Self-employed journalist, speaker,
440 Markham Street freelance editor and consultant
Toronto, Ontario
M6G 2L2
- ---------------------------------------- -------------------------------------------------------------
Lucy Greene Director of the Board; Retired Human Resources Executive
1736 Caughey Lane for Sun Life Assurance Company of Canada
Penetanguishene, Ontario
L9M 1X4
- ---------------------------------------- -------------------------------------------------------------
Geoff Clarkson Director of the Board; Retired Partner with Ernst & Young
P.O. Box 251
Toronto-Dominion Centre
Toronto, Ontario
M5K 1J7
- ---------------------------------------- -------------------------------------------------------------
Gary Porter Director of the Board; Self-employed Chartered Accountant
820-439 University Ave.
Toronto, Ontario
M5G 1Y8
- ---------------------------------------- -------------------------------------------------------------
</TABLE>
Page 10 of 14
Exhibit Index is at page 13
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------- -------------------------------------------------------------
Name, Citizenship and Business Address Principal Employment and Employer
- ---------------------------------------- -------------------------------------------------------------
<S> <C>
Ralph Lean, Q.C. Director of the Board; Partner at the law firm of Cassels
40 King Street West Brock & Blackwell
Suite 2100
Toronto, Ontario
M5H 3C2
- ---------------------------------------- -------------------------------------------------------------
John S. Lane, C.F.A. Director of the Board; Retired Senior Vice-President,
77 Dawlish Avenue Investments Sun Life Assurance Company of Canada
Toronto, Ontario
M4N 1H2
- ---------------------------------------- -------------------------------------------------------------
Robert Bertram Executive Vice-President, Investments of the Board
- ---------------------------------------- -------------------------------------------------------------
Allan Ressor Executive Vice-President, Member Services and Chief
Information Officer of the Board
- ---------------------------------------- -------------------------------------------------------------
John Brennan Vice-President, Human Resources and Public Affairs of the
Board
- ---------------------------------------- -------------------------------------------------------------
Andrew Jones Vice-President, Finance of the Board
- ---------------------------------------- -------------------------------------------------------------
Peter Maher Vice-President, Internal Audit of the Board
- ---------------------------------------- -------------------------------------------------------------
Roger Barton Vice-President, General Counsel & Secretary of the Board
- ---------------------------------------- -------------------------------------------------------------
Rosemarie McClean Vice-President, Client Services of the Board
- ---------------------------------------- -------------------------------------------------------------
Morgan McCague Vice-President, Quantitative Investments of the Board
- ---------------------------------------- -------------------------------------------------------------
Neil Petroff Vice-President, International Equity Indexes, Fixed Income
and Foreign Exchange of the Board
- ---------------------------------------- -------------------------------------------------------------
Brian Gibson Vice-President, Equities of the Board
- ---------------------------------------- -------------------------------------------------------------
Michael Lay Vice-President, Merchant Banking of the Board
- ---------------------------------------- -------------------------------------------------------------
Brian J. Muzyk Vice-President, Real Estate of the Board
- ---------------------------------------- -------------------------------------------------------------
Leo de Bever Vice-President, Research & Economics of the Board
- ---------------------------------------- -------------------------------------------------------------
</TABLE>
Page 11 of 14
Exhibit Index is at page 13
<PAGE>
Schedule B
Set forth below are the names and positions of all of the directors and
executive officers of Cadillac on March 17, 2000, the principal occupation or
employment of such person and the name, principal business and address of any
corporation or other organization in which such employment is conducted. Unless
otherwise indicated, the citizenship of each person listed below is Canadian,
and the business address of each person listed below is 20 Queen Street West,
Fifth Floor, Toronto, Ontario, Canada M5H 3R4.
<TABLE>
<CAPTION>
- --------------------------------------------- -----------------------------------------------------
Name, Citizenship and Business Address Principal Employment and Employer
- --------------------------------------------- -----------------------------------------------------
<S> <C>
Brian J. Muzyk Director of Cadillac; Vice-President, Real Estate
5650 Yonge Street, Suite 300 of the Board
Toronto, Ontario M2M 4H5
- --------------------------------------------- -----------------------------------------------------
Andrea Stephen Director of Cadillac; Director, Real Estate of the
5650 Yonge Street, Suite 300 Board
Toronto, Ontario M2M 4H5
- --------------------------------------------- -----------------------------------------------------
Morton G. Gross Director of Cadillac; Partner at the law firm of
Scotia Plaza, 40 King Street West, Suite 4100 Borden Ladner Gervais LLP.
Toronto, Ontario M5H 3Y4
- --------------------------------------------- -----------------------------------------------------
Jon N. Hagan Executive Vice-President and Chief Financial
Officer
- --------------------------------------------- -----------------------------------------------------
L. Peter Sharpe Executive Vice-President
- --------------------------------------------- -----------------------------------------------------
Peter J. Barbetta Senior Vice-President, General Counsel and
Secretary
- --------------------------------------------- -----------------------------------------------------
Normand P. Blouin Senior Vice-President (Eastern Canada Portfolio)
- --------------------------------------------- -----------------------------------------------------
Alan Carlisle Senior Vice-President (U.S. Portfolio)
Citizenship: United States
- --------------------------------------------- -----------------------------------------------------
Linda M. Gray Senior Vice-President (Ontario Portfolio)
- --------------------------------------------- -----------------------------------------------------
Anthony Grossi Senior Vice-President (Greater Toronto Area
Portfolio)
- --------------------------------------------- -----------------------------------------------------
David E. Handley Senior Vice-President (Project Management and
Environmental Services)
- --------------------------------------------- -----------------------------------------------------
Michael P. Kitt Senior Vice-President (Acquisitions, Dispositions
and Financial Analysis)
- --------------------------------------------- -----------------------------------------------------
Ian C. MacKellar Senior Vice-President (Finance) and Controller
- --------------------------------------------- -----------------------------------------------------
Ronald E. Peddicord Senior Vice-President (National Property Operations)
Citizenship: United States
- --------------------------------------------- -----------------------------------------------------
John Sullivan Senior Vice-President (Office Development)
- --------------------------------------------- -----------------------------------------------------
Ronald B. Wratschko Senior Vice-President (Western Canada Portfolio)
- --------------------------------------------- -----------------------------------------------------
Scot E. Adams Vice-President and Chief Information Officer
- --------------------------------------------- -----------------------------------------------------
Rudolph J. Adlaf Vice-President (Architecture and Design)
- --------------------------------------------- -----------------------------------------------------
Dominick Bovalino Vice-President (Marketing and Corporate
Citizenship: Canada and the United States Communications)
- --------------------------------------------- -----------------------------------------------------
Lynnette A. Browne Vice-President (Treasury)
- --------------------------------------------- -----------------------------------------------------
Sandra J. Hardy Vice-President (Legal)
- --------------------------------------------- -----------------------------------------------------
Richard M. Michaeloff Vice-President (Project Finance)
- --------------------------------------------- -----------------------------------------------------
Lois A. Miles Vice-President (Taxation)
- --------------------------------------------- -----------------------------------------------------
Ross W.E. Wood Vice-President (Taxation)
- --------------------------------------------- -----------------------------------------------------
</TABLE>
Page 12 of 14
Exhibit Index is at page 13
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
+ 1. Shareholders' Agreement dated as of July 31, 1995, as amended
on August 26, 1997.
2. Management Information Circular dated February 14, 2000 (the
"Information Circular").(1)
3. Arrangement Agreement dated December 1, 1999, included as
Annex D to the Information Circular.
4. Plan of Arrangement filed with the Ontario Supreme Court of
Justice on February 8, 2000, included as Annex D to the
Information Circular.
5. Press Release
- ------------------------
+ Previously filed.
(1) Incorporated by reference to Ontario Teachers' Pension Plan
Board's Schedule 13E-3 filed with the Securities and Exchange
Commission on January 18, 2000.
Page 13 of 14
Exhibit Index is at page 13
<PAGE>
[GRAPHIC OMITTED] NEWS RELEASE
Ontario
Teachers'
Pension Plan
Board
For immediate release
March 17, 2000
ONTARIO TEACHERS' PENSION PLAN ACQUIRES
CADILLAC FAIRVIEW
Toronto (March 17, 2000) - The Ontario Teachers' Pension Plan Board
("Teachers'") announced today that its acquisition of Cadillac Fairview
Corporation ("Cadillac") by way of a plan of arrangement for $34 per Common
Share was completed today. As a result, Teachers' beneficially owns all of the
outstanding Shares of Cadillac.
Approximately 99.8% of the $100,000,000 principal amount of the 5.70%
Convertible Unsecured Subordinated Debentures of Cadillac were tendered in
acceptance of the offer made by 1384183 Ontario Inc., a corporation wholly-owned
by Teachers'. 1384183 has taken up the tendered Debentures and has invoked its
right to acquire the remaining Debentures pursuant to the compulsory acquisition
procedures of the Business Corporations Act (Ontario).
The Teachers' Pension Plan Board has assets of $68 billion and invests to secure
the retirement income of 300,000 active and retired teachers in Ontario. Since
its inception in 1991, the real estate division of Teachers' built a $2.4
billion portfolio containing properties in Canada, the United States and
overseas. As a result of this acquisition, real estate investments now represent
about 7 percent of the plan's assets.
-----------------------------------------
Authorized by: Jane Beatty
Legal Counsel, Investments
For more information, please contact:
Lee Fullerton
Manager, Communication
Tel: (416) 730-5347
Fax: (416) 730-6338
E-mail: [email protected]
----------------------
http://www.otpp.com
Page 14 of 14
Exhibit Index is at page 13
