-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MifFcfSm2+8uk1eTegz9VdS+8YOxpOJNl/X4Q5gV47WqB621luWAa5zMe9hXqcBS 9gRroc9ItXs4v3iLG8lkbA== 0000903423-08-000188.txt : 20080228 0000903423-08-000188.hdr.sgml : 20080228 20080228165342 ACCESSION NUMBER: 0000903423-08-000188 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080228 DATE AS OF CHANGE: 20080228 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEXEN INC CENTRAL INDEX KEY: 0000016873 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 986000202 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48849 FILM NUMBER: 08651335 BUSINESS ADDRESS: STREET 1: 801-7TH AVENUE SW CITY: CALGARY ALBERTA CANA STATE: A0 ZIP: T2P 3P7 BUSINESS PHONE: 4036994000 MAIL ADDRESS: STREET 1: 801-7TH AVENUE SW STREET 2: 801-7TH AVENUE SW CITY: CALGARY ALBERTA CANA STATE: A0 ZIP: T2P 3P7 FORMER COMPANY: FORMER CONFORMED NAME: CANADIAN OCCIDENTAL PETROLEUM LTD DATE OF NAME CHANGE: 19960813 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ONTARIO TEACHERS PENSION PLAN BOARD CENTRAL INDEX KEY: 0000937567 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5650 YONGE STREET STREET 2: NORTH YORK CITY: ONTARIO CANADA ZIP: M2M 4H5 BUSINESS PHONE: 4167305300 MAIL ADDRESS: STREET 1: 5650 YONGE STREET STREET 2: NORTH YORK CITY: ONTARIO CANADA ZIP: M2M 4H5 SC 13D/A 1 ottp-13da7_0228.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

Nexen Inc.

(Name of Issuer)

Common Shares, No Par Value

(Title of Class of Securities)

65334H102

(CUSIP Number)

Roger Barton

5650 Yonge Street, 5th Floor

Toronto, Ontario M2M 4H5

(416) 730-5321

Jeffrey D. Karpf

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

(212) 225-2000

(Name, Address and Telephone Number of Persons Authorized to

Receive Notices and Communications)

February 28, 2008

(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 that 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(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 ("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).

 

 



 

CUSIP No. 65334H102

13D/A

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


Ontario Teachers’ Pension Plan Board

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS

Not Applicable.

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION


Ontario, Canada

 

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH REPORTING
PERSON

WITH

7

SOLE VOTING POWER

26,340,872

8

SHARED VOTING POWER
-0-

9

SOLE DISPOSITIVE POWER

26,340,872

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

26,340,872

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.98%

 

14

TYPE OF REPORTING PERSON

EP

 

 

 

 

 



 

 

Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934 (the “Act”), Ontario Teachers' Pension Plan Board (“Teachers”) hereby makes this statement (this “Statement”) to amend its Schedule 13D dated April 27, 2000 as amended by Amendment No. 1 dated September 25, 2000, Amendment No. 2 dated March 13, 2001, Amendment No.3 dated September 23, 2005, Amendment No. 4 dated July 20, 2007, Amendment No. 5 dated January 11, 2008 and Amendment No. 6 dated February 27, 2008 (as amended, the “Schedule 13D”) relating to the Common Shares, no par value (the “Shares”) of Nexen Inc. (the “Issuer”). Unless otherwise indicated, all capitalized terms used herein shall have the same meaning respectively ascribed to them in the Schedule 13D.

Item 2. Identity and Background.

The response set forth in Item 2 of the Schedule 13D is hereby amended by deleting the previous response in its entirety and replacing it with the following:

(a) This Statement is being filed by Teachers.

(b) - (c) Teachers is an Ontario, Canada corporation, the principal business of which is the administration of a pension plan and management of a pension fund for Ontario teachers. The principal office and business address of Teachers is 5650 Yonge Street, 5th Floor, Toronto, Ontario M2M 4H5.

The name, residence or business address, and present principal occupation or employment of each director, executive officer and controlling person of Teachers is set forth on Schedule A attached hereto and is incorporated herein by reference.

(d) Neither Teachers nor, to the best of Teachers' knowledge, any of the entities or persons identified in this Item 2 and Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Neither Teachers nor, to the best of Teachers' knowledge, any of the entities or persons identified in this Item 2 and Schedule A has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each of the directors and the executive officers of Teachers listed on Schedule A is a citizen of Canada.

Item 4. Purpose of Transaction

The response set forth in Item 4 of the Schedule 13D is hereby amended by adding the following to the end of the previous response:

On February 28, 2008, Teachers sold an aggregate of 18,136,493 Shares for prices ranging from CDN$29.70 to CDN$30.10. A detailed description of these transactions is set forth on Schedule B attached hereto.

Item 5. Interest in Securities of the Issuer

The response set forth in Item 5 of the Schedule 13D is hereby amended by deleting the previous response in its entirety and replacing it with the following:

(a)-(b) As of the date of this Statement, Teachers beneficially owns 26,340,872 Shares pursuant to Rule 13d-3. The 26,340,872 Shares beneficially owned by Teachers represents approximately 4.98% of the Shares outstanding.

Teachers has sole voting and dispositive power over all of the 26,340,872 Shares beneficially owned by it.

Except as described above, neither Teachers nor, to the best knowledge of Teachers, any of the persons listed in Schedule A hereto beneficially owns any Shares.

(c) Neither Teachers nor, to the best of Teachers' knowledge, any of the persons listed in Schedule A hereto effected any transactions in the Shares in the past sixty days other than the transactions which were effected by Teachers’ as set forth on Schedule B attached hereto. 

(d) Not applicable.

(e) February 28, 2008.

 

 



 

 

SIGNATURES

 

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.

 

Date: February 28, 2008

ONTARIO TEACHERS’ PENSION PLAN

BOARD, an Ontario, Canada corporation

 

By:     /s/ Roger Barton                 

         Name: Roger Barton

         Title:   Vice President

 

 

 

 

 



 

 

SCHEDULE A

 

The table below lists all of the directors, executive officers and controlling persons of Ontario Teachers' Pension Plan Board (“Teachers”), each of whom is a citizen of Canada.

 

Name

Residence or Business Address

Occupation or Employment

Jill Denham

(Board member)

36 Bayview Wood

Toronto, ON M4N 1R7

Former Vice-Chair, CIBC Retail Markets

Helen Kearns

(Board member)

71 Hudson Drive

Toronto, ON M4T 2K2

President of R.S. Bell & Associates

Hugh Mackenzie

(Board member)

418 Markham Street

Toronto, ON M6G 2L2

Economic Consultant

Louis Martel

(Board member)

Greystone Managed Investments Inc.

Canada Trust Tower, BCE Place

Toronto, ON M5J 2S1

Senior Vice-President, Greystone Managed Investments Inc.

Guy Matte

(Board member)

7083 Notre-Dame

Orleans, ON K1C 1J1

Former Executive Director of the Association des enseignantes et des enseignants franco-ontariens

Eileen Mercier

(Chairperson)

One Post Road, PH #7

Toronto, ON M3B 3R4

President, Finvoy Management Inc.

Sharon Sallows

(Board member)

40 Edgar Avenue

Toronto, ON M4W 2A9

Partner, Ryegate Capital Corporation

William Swirsky

(Board member)

71 Constance Street

Toronto, ON M6R 1S5

Vice-President, Canadian Institute of Chartered Accountants

Jean Turmel

(Board member)

Perseus Capital Inc.

1155 Metcalfe St., 1st floor

Montreal, Quebec H3B 5G2

President, Perseus Capital Inc.

 

 

 

Roger Barton

5650 Yonge Street, 5th Floor

Toronto, ON M2M 4H5

Vice-President, General Counsel & Secretary of Teachers

Robert Bertram

5650 Yonge Street, 5th Floor

Toronto, ON M2M 4H5

Executive Vice-President, Investments of Teachers

John Brennan

5650 Yonge Street, 5th Floor

Toronto, ON M2M 4H5

Vice-President, Human Resources & Public Affairs of Teachers

Russ Bruch

5650 Yonge Street, 5th Floor

Toronto, ON M2M 4H5

Vice-President, Investment Operations & Chief Information Officer of Teachers

Stephen Dowd

5650 Yonge Street, 5th Floor

Toronto, ON M2M 4H5

Vice-President, Infrastructure of Teachers

 

 


 

Zev Frishman

5650 Yonge Street, 5th Floor

Toronto, ON M2M 4H5

Vice-President, Structured Portfolios & External Managers of Teachers

Dan Houle

5650 Yonge Street, 5th Floor

Toronto, ON M2M 4H5

Vice-President, Business Solutions Investment I&T of Teachers

Wayne Kozun

5650 Yonge Street, 5th Floor

Toronto, ON M2M 4H5

Senior Vice-President, Public Equities of Teachers

Jim Leech

5650 Yonge Street, 5th Floor

Toronto, ON M2M 4H5

President and Chief Executive Officer of Teachers

Peter Maher

5650 Yonge Street, 5th Floor

Toronto, ON M2M 4H5

Vice-President, Audit Services of Teachers

Rosemarie McClean

5650 Yonge Street, 5th Floor

Toronto, ON M2M 4H5

Senior Vice-President, Member Services of Teachers

David McGraw

5650 Yonge Street, 5th Floor

Toronto, ON M2M 4H5

Senior Vice-President and Chief Financial Officer of Teachers

Dean Metcalf

5650 Yonge Street, 5th Floor

Toronto, ON M2M 4H5

Vice-President, Private Capital of Teachers

Ron Mock

5650 Yonge Street, 5th Floor

Toronto, ON M2M 4H5

Vice-President, Alternative Investments of Teachers

Phil Nichols

5650 Yonge Street, 5th Floor

Toronto, ON M2M 4H5

Vice-President, IT Member Services of Teachers

Neil Petroff

5650 Yonge Street, 5th Floor

Toronto, ON M2M 4H5

Group Senior Vice-President, Investments of Teachers

Sean Rogister

5650 Yonge Street, 5th Floor

Toronto, ON M2M 4H5

Senior Vice-President, Fixed Income of Teachers

William Royan

5650 Yonge Street, 5th Floor

Toronto, ON M2M 4H5

Vice-President, Relationship Investing of Teachers

Lee Sienna

5650 Yonge Street, 5th Floor

Toronto, ON M2M 4H5

Vice-President, Private Capital of Teachers

Andrew Spence

5650 Yonge Street, 5th Floor

Toronto, ON M2M 4H5

Vice-President and Chief Economist of Teachers

Erol Uzumeri

5650 Yonge Street, 5th Floor

Toronto, ON M2M 4H5

Senior Vice-President, Private Capital of Teachers

Alan Wilson

5650 Yonge Street, 5th Floor

Toronto, ON M2M 4H5

Vice-President, Fixed Income Credit of Teachers

Michael Wissell

5650 Yonge Street, 5th Floor

Toronto, ON M2M 4H5

Vice-President, Tactical Asset Allocation of Teachers

Rosemary Zigrossi

5650 Yonge Street, 5th Floor

Toronto, ON M2M 4H5

Vice-President, Asset Mix & Risk of Teachers

Barb Zvan

5650 Yonge Street, 5th Floor

Toronto, ON M2M 4H5

Senior Vice-President, Asset Mix & Risk of Teachers

 

 


SCHEDULE B

 

The table below lists the trades executed by Teachers on February 28, 2008 with respect to the Shares. The trades below were executed in open market transactions on the TSX.

 

 

Date of Transaction

# of Shares

Purchase or Sale

Price per Share

Currency

2/28/2008

2,600,000

S

29.70

CAD

2/28/2008

2,436,493

S

29.96

CAD

2/28/2008

13,100,000

S

30.10

CAD

 

 

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