-----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, TUvCveMkzsIkz0srAEZRuKLbrLbNjMWWPSeQqi0cQTH+FAayhQN1rXOsFoyCR/DT zP+YaYaNIKFquEsQpbwGTQ== 0000903423-02-000249.txt : 20020425 0000903423-02-000249.hdr.sgml : 20020425 ACCESSION NUMBER: 0000903423-02-000249 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020410 DATE AS OF CHANGE: 20020423 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LINDSAY MANUFACTURING CO CENTRAL INDEX KEY: 0000836157 STANDARD INDUSTRIAL CLASSIFICATION: FARM MACHINERY & EQUIPMENT [3523] IRS NUMBER: 470554096 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40061 FILM NUMBER: 02607761 BUSINESS ADDRESS: STREET 1: 2707 NORTH 108TH STREET STE 102 CITY: OMAHA STATE: NE ZIP: 68644 BUSINESS PHONE: 4024282131 MAIL ADDRESS: STREET 1: 2707 NORTH 108TH STREET STE 102 CITY: OMAHA STATE: NE ZIP: 68644 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ONTARIO TEACHERS PENSION PLAN BOARD CENTRAL INDEX KEY: 0000937567 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 ont13da_4-10.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Lindsay Manufacturing Co. ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $1.00 Par Value ------------------------------------------------------------------------------- (Title of Class of Securities) 535555106 ------------------------------------------------------------------------------- (CUSIP Number) Roger Barton 5650 Yonge Street, 5th Floor Toronto, Ontario M2M 4H5 (416) 730-5321 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 19, 2002 ------------------------------------------------------------------------------- (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 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 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. 535555106 Page 2 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 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 1,515,830 8. Shared Voting Power 0 9. Sole Dispositive Power: 1,515,830 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,515,830 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 13.02% 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, dated December 6, 1999 (the "Schedule 13D"), relating to the Common Stock, par value $1.00 per share (the "Shares"), of Lindsay Manufacturing Co. (the "Issuer"). Unless otherwise indicated, all capitalized 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) This Schedule 13D 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 in Schedule A 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 hereto 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 hereto 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 hereto is a citizen of Canada. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a)-(d) of Item 5 are hereby amended and restated in their entirety as follows: (a)-(b) At the close of business on April 10, 2002, Teachers beneficially owned 1,515,830 Shares pursuant to Rule 13d-3. Pursuant to information provided by the Issuer's 10-Q dated November 30, 2001, 11,645,208 Shares were outstanding as of the close of business January 7, 2002. Based on such information, the 1,515,830 Shares beneficially owned by Teachers represent approximately 13.02% of the Shares outstanding. Teachers has sole voting and dispositive power over all of the 1,515,830 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 following transactions which were effected by Teachers on either the New York Stock Exchange (the "NYSE") or through the OTC market: ............... ............... .............. .............. ................ Date of Number of Purchase (P) Price per Transaction Transaction Securities or Sale (S) Share (1) Effected Through ............... ............... .............. .............. ................ 01-Mar-02 5,000 S 21.41 OTC 01-Mar-02 700 S 21.41 NYSE 04-Mar-02 12,800 S 21.20 NYSE 05-Mar-02 23,400 S 21.11 OTC 05-Mar-02 1,300 S 21.11 NYSE 06-Mar-02 3,900 S 21.07 NYSE 07-Mar-02 40,500 S 21.00 OTC 07-Mar-02 800 S 21.00 NYSE 11-Mar-02 123,200 S 21.00 OTC 19-Mar-02 8,400 S 21.00 NYSE (1) Transactions were effected in U.S. dollars and are net of commissions. (d) Not Applicable. 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. DATED: April 10, 2002 ONTARIO TEACHERS' PENSION PLAN BOARD, an Ontario, Canada corporation By: /s/ Roger Barton ----------------------------- Name: Roger Barton Title: Vice President, General Counsel And Secretary SCHEDULE A Executive Officers, Controlling Persons and Directors of Teachers, each of whom is a citizen of Canada. Residence or Principal Occupation or Name Business Address Employment - ---- ---------------- ---------- Claude Lamoureux 5650 Yonge Street President and Chief Executive 5th Floor Officer of Teachers Toronto, Ontario M2M 4H5 Robin Korthals Royal Trust Tower Chair (Chairperson) Toronto Dominion Centre 77 King Street West Suite 4545 Toronto, Ontario M5K 1K2 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 Ann Finlayson 440 Markham Street Self-employed journalist, (Director) Toronto, Ontario speaker, freelance editor and M6G 2L2 consultant Lucy Greene 1736 Caughey Lane Retired Human Resources (Director) Penetang, Ontario Executive for Sun Life Assurance L9M 1X4 Company of Canada Geof Clarkson P.O. Box 251 Retired Partner with Ernst (Director) Toronto-Dominion Centre & Young Toronto, Ontario M5K 1J7 Gary Porter 820-439 University Ave. Self-employed Chartered (Director) Toronto, Ontario Accountant M5G 1Y8 Ralph Lean, Q.C. Cassels Brock & Blackwell Corporate & Commercial Lawyer (Director) 40 King Street West Suite 2200 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 Guy Matte 681, chemin Belfast Retired Senior Vice President of (Director) Ottawa, Ontario Investments for Sun Life K1G 0Z4 Assurance Company of Canada Robert Bertram 5650 Yonge Street Executive Vice President, 5th Floor Investments of Teachers Toronto, Ontario M2M-4H5 Allan Reesor 5650 Yonge Street Executive Vice President, Member 5th Floor Services and Chief Information Toronto, Ontario Officer of Teachers M2M-4H5 John Brennan 5650 Yonge Street Vice President, Human Resources 5th Floor and Public Affairs of Teachers Toronto, Ontario M2M-4H5 Andrew Jones 5650 Yonge Street Vice President, Finance of 5th Floor Teachers Toronto, Ontario M2M-4H5 Peter Maher 5650 Yonge Street Vice President, Audit Services 5th Floor of Teachers Toronto, Ontario M2M-4H5 Roger Barton 5650 Yonge Street Vice President, General Counsel 5th Floor and Secretary of Teachers Toronto, Ontario M2M-4H5 Rosemarie McClean 5650 Yonge Street Vice President, Client Services 5th Floor of Teachers Toronto, Ontario M2M-4H5 Morgan McCague 5650 Yonge Street Senior Vice President, 5th Floor Quantitative Investments of Toronto, Ontario Teachers M2M-4H5 Marcus Dancer 5650 Yonge Street Vice President, Quantitative 5th Floor Investments of Teachers Toronto, Ontario M2M-4H5 Neil Petroff 5650 Yonge Street Senior Vice President, 5th Floor Fixed Income, International Toronto, Ontario Equities and Foreign Exchange M2M-4H5 of Teachers Brian Gibson 5650 Yonge Street Senior Vice President, Active 5th Floor Equities of Teachers Toronto, Ontario M2M-4H5 Dean Metcalf 5650 Yonge Street Vice President, Merchant Banking 5th Floor of Teachers Toronto, Ontario M2M-4H5 Leo de Bever 5650 Yonge Street Senior Vice President, Research 5th Floor & Economics of Teachers Toronto, Ontario M2M-4H5 Russ Bruch 5650 Yonge Street Vice President, Research & 5th Floor Economics of Teachers Toronto, Ontario M2M-4H5 Phil Nichols 5650 Yonge Street Vice President, MIS Member 5th Floor Services of Teachers Toronto, Ontario M2M-4H5 Sean Rogister 5650 Yonge Street Vice President, Fixed Income of 5th Floor Teachers Toronto, Ontario M2M-4H5 Barbara Zvan 5650 Yonge Street Vice President, Asset Mix & Risk 5th Floor Management, Research & Economics Toronto, Ontario of Teachers M2M-4H5 Wayne Kozun 5650 Yonge Street Vice President, TAA & Real 5th Floor Return, Research & Economics of Toronto, Ontario Teachers M2M-4H5 Bruce Ford 5650 Yonge Street Vice President, International 5th Floor Equity Indices & Foreign Toronto, Ontario Exchange M2M-4H5 Jim Leech 5650 Yonge Street Senior Vice President, Merchant 5th Floor Banking of Teachers Toronto, Ontario M2M-4H5 Mark MacDonald 5650 Yonge Street Vice President, Merchant Banking 5th Floor of Teachers Toronto, Ontario M2M-4H5 Ron Mock 5650 Yonge Street Vice President, Alternative 5th Floor Investments of Teachers Toronto, Ontario M2M-4H5 Lee Sienna 5650 Yonge Street Vice President, Merchant Banking 5th Floor of Teachers Toronto, Ontario M2M-4H5 -----END PRIVACY-ENHANCED MESSAGE-----