-----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, PPTtNfrETwxqQmtjD643hrG5QEBHIVhxroS3AZuGrWpNEjA/8uAJ3MoQkaKNFVkY QErN/sc5frJXO2MoZzU3wg== /in/edgar/work/20000809/0000903423-00-000361/0000903423-00-000361.txt : 20000921 0000903423-00-000361.hdr.sgml : 20000921 ACCESSION NUMBER: 0000903423-00-000361 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000809 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HAWTHORNE FINANCIAL CORP CENTRAL INDEX KEY: 0000046267 STANDARD INDUSTRIAL CLASSIFICATION: [6035 ] IRS NUMBER: 952085671 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-08281 FILM NUMBER: 690061 BUSINESS ADDRESS: STREET 1: 2381 ROSECRANS AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3107255000 MAIL ADDRESS: STREET 1: 2381 ROSECRANS AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ONTARIO TEACHERS PENSION PLAN BOARD CENTRAL INDEX KEY: 0000937567 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5650 YONGE STREET STREET 2: NORTH YORK ONTARIO M2M 4H5 CITY: CANADA BUSINESS PHONE: 4167305300 MAIL ADDRESS: STREET 1: 5650 YONGE STREET STREET 2: NORTH YORK ONTARIO M2M 4H5 CITY: CANADA SC 13D/A 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Hawthorne Financial Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 420-542-102 - -------------------------------------------------------------------------------- (CUSIP Number) Jane Beatty 5650 Yonge Street, 5th Floor Toronto, Ontario M2M 4H5 (416) 730-6178 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 2, 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. *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). 1. Name of Reporting Person: Ontario Teachers' Pension Plan Board 2. Check the Appropriate Box if a Member of a Group: (a) |_| (b) |_| 3. SEC Use Only 4. Source of Funds: 00-Other 5. Check box 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 7. Sole Voting Power: 195,779 Shares Beneficially 8. Shared Voting Power: -0- Owned By Each 9. Sole Dispositive Power: 195,779 Reporting Person 10. Shared Dispositive Power: -0- With 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 195,779 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: |_| 13. Percent of Class Represented by Amount in Row (11): 3.52% 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, as amended (the "Act"), Ontario Teachers' Pension Plan Board ("Teachers") hereby amends its Schedule 13D Statement dated December 6, 1999 (the "Schedule 13D"), relating to the Common Stock, $.01 par value (the "Stock"), of Hawthorn Financial Corporation (the "Issuer"). Unless otherwise indicated, all defined terms used herein shall have the same meanings respectively ascribed to them in the Schedule 13D. Item 2. IDENTITY AND BACKGROUND. Item 2 is hereby amended and restated in its entirety as follows: (a)-(c) This Schedule 13D is being filed by Teachers. Teachers is sometimes hereinafter referred to as the "Reporting Person." 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. Pursuant to Instruction C to Schedule 13D of the Act, the name, residence or business address, and present principal occupation or employment of each director, executive officer and controlling person of Teachers are as follows: Residence or Principal Occupation Name Business Address Employment ---- ---------------- ---------- Claude Lamoureux 5650 Yonge Street President and Chief Executive Office 5th Floor of Teachers Toronto, Ontario M2M 4H5 Robin Korthals 121 King Street West Retired Financial Executive (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 Allan Ressor 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 Teachers 5th Floor 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
(d) To the best of Teachers' knowledge, none of the entities or persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) To the best of Teachers' knowledge, none of the entities or persons identified in this Item 2 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 the directors and the executive officers of Teachers are citizens of Canada. Item 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and restated in its entirety as follows: (a) At the close of business on August 8, 2000, Teachers beneficially owned 195,779 shares of Stock pursuant to Rule 13d-3 of the Act, which constitutes 3.52% of outstanding shares of Stock. Pursuant to publicly available information, 5,559,301 shares of the Stock were outstanding as of April 30, 2000. To the best of the knowledge of the Reporting Person, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock. (b) Teachers has the sole power to vote or direct the vote and to dispose or direct the disposition of 195,779 shares of the Stock. (c) During the past 60 days, the Reporting Person has sold shares of the Stock in transactions on NASDAQ, as follows: Date of Transaction Number of Purchase (P) Price per Shares or Sale (S) Share (1) - ------------------------------------------------------------------------- 7/28/00 (9,000) S $10.03 8/01/00 (34,100) S $10.17 8/02/00 (26,000) S $10.13 8/04/00 (18,500) S $10.19 8/08/00 (12,400) S $10.37 (1) Shares were sold with U.S. dollars. The prices per share listed are net of commissions. To the best of the knowledge of the Reporting Person, none of the persons named in Item 2 herein has effected any transactions in shares of the Stock during the past 60 days. (d) Except as set forth herein, the Reporting Person affirms that no person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Stock owned by such Reporting Person. (e) Not Applicable. 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. DATED: August 9, 2000 ONTARIO TEACHERS' PENSION PLAN BOARD, an Ontario, Canada corporation By: /s/ Claude Lamoureux ----------------------------- Name: Claude Lamoureux Title: President and CEO -----END PRIVACY-ENHANCED MESSAGE-----