UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
SIERRACITIES.COM INC.
(Name of Issuer)
Common Stock, par value $0.01 per Share
(Title of Class of Securities)
335-944-104
(CUSIP NUMBER)
Roger Barton
Ontario Teachers' Pension Plan Board
5650 Yonge Street, 5th Floor
Toronto, Ontario, Canada, M2M 4H5
(416) 730-5321
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 7, 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).
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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
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [__]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
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 ("OTP") hereby amends its Schedule 13D
Statement dated December 6, 1999, as amended by Amendment No.1 dated January 27,
2000 (the "Schedule 13D"), relating to the common stock, $.01 par value (the
"Common Stock"), of Sierracities.com Inc.(the "Issuer"). Unless otherwise
indicated, all defined terms
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used herein shall have the same meanings respectively ascribed to them in the
Schedule 13D.
Item 2. IDENTITY AND BACKGROUND.
Schedule A of the 13D is hereby deleted and replaced in its entirety by
Schedule A attached hereto.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(c) of Item 5 are hereby amended and restated in their entirety as
follows:
(a)-(b) At the close of business on November 7, 2000, neither OTP nor, to
the best knowledge of OTP, any of the persons listed in Schedule A hereto
beneficially owns any shares of the Common Stock pursuant to Rule 13d-3.
Pursuant to information provided by the Issuer's 10-Q for the period ended
September 30, 2000, 19,048,640 shares of Common Stock were outstanding as of the
close of business November 1, 2000.
(c) Neither OTP nor, to the best knowledge of OTP, any of the persons
listed in Schedule A hereto effected any transactions in the shares of the
Common Stock in the past sixty days other than the following transactions which
were effected by OTP on Nasdaq:
Date of Transaction Number of Purchase (P) Price per
Shares or Sale (S) Share*
11/07/00 20,300 S $5.83
11/07/00 975,479 S $5.80
*Price per Share is net of commissions.
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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.
November 13, 2000
ONTARIO TEACHERS' PENSION PLAN BOARD
/s/ Roger Barton
-------------------
Name: Roger Barton
Title: Vice President, General Counsel
And Secretary
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Schedule A is hereby restated in its entirety as follows:
SCHEDULE A
Executive Officers, Controlling Persons and Directors of OTP
<TABLE>
Residence or Principal Occupation
Name Business Address Employment
---- ---------------- ----------
<S> <C> <C>
Claude Lamoureux 5650 Yonge Street President and Chief Executive Office
5th Floor of Teachers
Toronto, Ontario
M2M 4H5
Robin Korthals 121 King Street West Chair
(Chairperson) Suite 2525
Toronto, Ontario
M5H 3T9
Jalynn Bennett 247 Davenport Road 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
(Director) Suite 413 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
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 & Commerical Lawyer
(Director) 40 King Street West
Suite 2100
Toronto, Ontario
M5H 3C2
John S. Lane, C.F.A. 77 Dawlish Avenue Retired Senior Vice President,
(Director) Toronto, Ontario Investments Sun Life Assurance
M4N 1H2 Company of Canada
Robert Bertram 5650 Yonge Street Executive Vice President, Investments of
5th Floor Teachers
Toronto, Ontario
M2M-4H5
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<PAGE>
Allan Reesor 5650 Yonge Street Executive Vice President, Member Services
5th Floor and Chief Information Officer of
Toronto, Ontario Teachers
M2M-4H5
John Brennan 5650 Yonge Street Vice President, Human Resources and
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 and
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 Senior Vice President, Quantitative
5th Floor Investments of Teachers
Toronto, Ontario
M2M-4H5
Neil Petroff 5650 Yonge Street Senior Vice President, International Equity Indexes,
5th Floor Fixed Income and Foreign Exchange of
Toronto, Ontario Teachers
M2M-4H5
Brian Gibson 5650 Yonge Street Senior Vice President, Active Equities of Teachers
5th Floor
Toronto, Ontario
M2M-4H5
Dean Metcalf 5650 Yonge Street Vice President, Merchant Banking of
5th Floor Teachers
Toronto, Ontario
M2M-4H5
Russ Bruch 5650 Yonge Street Vice President, New Business Development of
5th Floor Teachers
Toronto, Ontario
M2M-4H5
Leo de Bever 5650 Yonge Street Senior Vice President, Research & Economics
5th Floor of Teachers
Toronto, Ontario
M2M-4H5
Phil Nichols 5650 Yonge Street Vice President, MIS Member Services of Teachers
5th Floor
Toronto, Ontario
M2M-4H5
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<PAGE>
Barbara Trott 5650 Yonge Street Vice President, International Equity Indexes of
5th Floor Teachers
Toronto, Ontario
M2M-4H5
Marcus Dancer 5650 Yonge Street Vice President, Canadian Core Portfolios of
5th Floor Teachers
Toronto, Ontario
M2M-4H5
Sean Rogister 5650 Yonge Street Vice President, Fixed Income of Teachers
5th Floor
Toronto, Ontario
M2M-4H5
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</TABLE>
