UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 31, 2006
TRIZEC PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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001-16765
(Commission
File Number)
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33-0387846
(I.R.S. Employer
Identification Number) |
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| 10 S. Riverside Plaza, Suite 1100, Chicago IL
(Address of principal executive offices)
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60606
(Zip Code) |
Registrant’s telephone number, including area code:
(312) 798-6000
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
As described in Item 8.01 below, Trizec Properties, Inc. (“we,” us,” “our” and the “company”)
and our directors have agreed to settle the previously disclosed putative stockholder class action
lawsuits related to the Agreement and Plan of Merger and Arrangement Agreement, dated as of June 5,
2006, as amended, which we refer to as the “merger agreement,” by and among Trizec Properties,
Inc., Trizec Holdings Operating LLC, Trizec Canada Inc., Grace Holdings LLC, Grace Acquisition
Corporation, Grace OP LLC and 4162862 Canada Limited (collectively, the “parties”), pursuant to
which Grace Acquisition Corporation would merge with and into Trizec Properties, Inc., which we
refer to as the “merger.” As part of the agreement to settle these lawsuits, the parties entered
into an amendment to the merger agreement, dated August 31, 2006 ( “Amendment No. 4”), which amends
the merger agreement as follows:
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Sections 8.04(a) and 8.05(a) of the merger agreement have been amended by replacing
all references to “is, or is reasonably likely to lead to,” in clause (i) of each such
section with “could lead to”; |
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Section 10.01(h) of the merger agreement has been amended by replacing the reference
to “three (3) Business Days” in clause (ii) to “two (2) Business Days” and by replacing
references to “three Business Day period” and “three (3) Business Day period” in
clauses (iv) and (v) to “two (2) Business Day period”; |
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The “Trizec Termination Fee” as defined in Section 10.03(c)(i) has been reduced from
$71,300,000 to $65,100,000; and |
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The “TZ Canada Termination Fee” as defined in Section 10.03(c)(ii) has been reduced
from $43,700,000 to $39,900,000. |
Amendment No. 4 is being filed as Exhibit 2.4 to this Current Report on Form 8-K. In
addition, Amendment No. 1, No. 2 and No. 3 to the merger agreement dated as of July 20, 2006,
August 2, 2006 and August 7, 2006, respectively, are filed as Exhibits 2.1, 2.2 and 2.3,
respectively, to this Current Report on Form 8-K. None of such previous amendments to the merger
agreement was reportable pursuant to Item 1.01 of a current report on Form 8-K and such amendments
were incorporated into the form of the merger agreement that was attached as Annex A to our proxy
statement, dated August 7, 2006 and filed with the Securities and Exchange Commission on August 8,
2006, relating to the special meeting of stockholders in connection with the merger.
Item 8.01. Other Events
As previously disclosed, on June 6, 2006, two substantially identical putative stockholder
class action lawsuits related to the merger agreement were filed in the Circuit Court of Cook
County, Illinois, Doris Staehr v. Trizec Properties, et al. (Case No. 06CH11226) and Hubert Van
Gent v. Trizec Properties, et al. (Case No. 06CH11571), naming us and each of our directors as
defendants. On August 30, 2006, the Company and other defendants entered into a memorandum of
understanding with the plaintiffs regarding the settlement of both lawsuits.
In connection with the settlement, we have agreed to certain amendments to the merger
agreement as more fully described under Item 1.01 of this Current Report on Form 8-K and to make
certain supplemental disclosures to our stockholders which are contained in the proxy statement
supplement that is dated August 31, 2006 and is being mailed on or
about September 1, 2006 to our
stockholders of record as of
August 3, 2006, the record date for determining our stockholders entitled to
notice of and/or vote
at the special meeting of the stockholders called for the purpose of considering and voting on a
proposal to adopt the merger agreement.
Subject to the completion of certain confirmatory discovery by counsel to the plaintiffs, the
memorandum of understanding contemplates that the parties will enter into a stipulation of
settlement. The stipulation of settlement will be subject to customary conditions, including court
approval following notice to our stockholders and consummation of the merger. In the event that
the parties enter into a stipulation of settlement, a hearing will be scheduled at which the court
will consider the fairness, reasonableness and adequacy of the settlement which, if finally
approved by the court, will resolve all of the claims that were or could have been brought in the
actions being settled, including all claims relating to the merger, the merger agreement and any
disclosure made in connection therewith. In addition, in connection with the settlement, the
parties contemplate that plaintiffs’ counsel will petition the court for an award of attorneys’
fees and expenses to be paid by us. As part of the proposed
settlement, we have agreed to pay $950,000 to the plaintiffs’ counsel for their fees and expenses, subject to approval by the court. There
can be no assurance that the parties will ultimately enter into a stipulation of settlement or that
the court will approve the settlement even if the parties were to enter into such stipulation, in
which event, the proposed settlement as contemplated by the memorandum of understanding may be
terminated.
Item 9.01. Financial Statements and Exhibits.
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(a) |
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Not applicable. |
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(b) |
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Not applicable. |
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(c) |
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Not applicable. |
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(d) |
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Exhibits |
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| Exhibit |
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Description |
2.1
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Amendment No. 1 to the Agreement and Plan of Merger
and Arrangement Agreement, dated as of July 20, 2006,
by and among Trizec Properties, Inc., Trizec Holdings
Operating LLC, Trizec Canada Inc., Grace Holdings LLC,
Grace Acquisition Corporation, Grace OP LC and 4162862
Canada Limited. |
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2.2
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Amendment No. 2 to the Agreement and Plan of Merger
and Arrangement Agreement, dated as of August 2, 2006,
by and among Trizec Properties, Inc., Trizec Holdings
Operating LLC, Trizec Canada Inc., Grace Holdings LLC,
Grace Acquisition Corporation, Grace OP LC and 4162862
Canada Limited. |
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2.3
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Amendment No. 3 to the Agreement and Plan of Merger
and Arrangement Agreement, dated as of August 7, 2006,
by and among Trizec Properties, Inc., Trizec Holdings
Operating LLC, Trizec Canada Inc., Grace Holdings LLC,
Grace Acquisition Corporation, Grace OP LC and 4162862
Canada Limited. |
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2.4
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Amendment No. 4 to the Agreement and Plan of Merger
and Arrangement Agreement, dated as of August 31, 2006,
by and among Trizec Properties, Inc., Trizec Holdings
Operating LLC, Trizec Canada Inc., Grace Holdings LLC,
Grace Acquisition Corporation, Grace OP LC and 4162862
Canada Limited. |