SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)

 

 

Brookfield Residential Properties Inc.

(Name of Issuer)

 

 

Common Shares, no par value

(Title of Class of Securities)

11283W

(CUSIP Number)

A.J. Silber

Brookfield Asset Management Inc.

Brookfield Place, Suite 300

181 Bay Street, P.O. Box 762

Toronto, Ontario M5J 2T3

Tel: (416) 956-5182

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 23, 2014

(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.  ¨

 

 

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 purposes 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).

 

 

 

(Continued on following pages)

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SCHEDULE 13D

 

CUSIP No. 11283W

 

1		Names of reporting persons   BROOKFIELD ASSET MANAGEMENT INC.
2		Check the appropriate box if a member of a group (a)  ¨        (b)  x
3		SEC use only
4		Source of funds   OO
5		Check Box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)  ¨
6		Citizenship or place of organization   ONTARIO
Number of shares beneficially owned by each reporting person with				7		Sole voting power   0
				8		Shared voting power   81,493,112 Shares of Common Stock
				9		Sole dispositive power   0
				10		Shared dispositive power   81,493,112 Shares of Common Stock
11		Aggregate amount beneficially owned by each reporting person   81,493,112 Shares of Common Stock
12		Check Box if the aggregate amount in Row (11) excludes certain shares  ¨
13		Percent of class represented by amount in Row (11)   Approximately 69.4% of the Outstanding Shares of Common Stock
14		Type of reporting person   CO

 

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SCHEDULE 13D

 

CUSIP No. 11283W

 

1		Names of reporting persons   PARTNERS LIMITED
2		Check the appropriate box if a member of a group (a)  ¨        (b)  x
3		SEC use only
4		Source of funds   OO
5		Check Box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)  ¨
6		Citizenship or place of organization   ONTARIO
Number of shares beneficially owned by each reporting person with				7		Sole voting power   0
				8		Shared voting power   81,493,112 Shares of Common Stock
				9		Sole dispositive power   0
				10		Shared dispositive power   81,493,112 Shares of Common Stock
11		Aggregate amount beneficially owned by each reporting person   81,493,112 Shares of Common Stock
12		Check Box if the aggregate amount in Row (11) excludes certain shares  ¨
13		Percent of class represented by amount in Row (11)   Approximately 69.4% of the Outstanding Shares of Common Stock
14		Type of reporting person   CO

 

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EXPLANATORY NOTE

This Amendment No. 5 (this “Amendment No. 5”) to Schedule 13D is being filed to reflect the proposed acquisition (the “Proposed Acquisition”) by Brookfield Asset Management Inc. (“Brookfield”) of all of the common shares (“Common Shares”) of Brookfield Residential Properties Inc. (“Brookfield Residential”) that it does not currently own. Information reported in the original Schedule 13D remains in effect except to the extent that it is amended or superseded by information contained in this Amendment No. 5.

 

2.	Identity and Background.

(f) Set forth on Schedules I and II hereto are the citizenships of each of the directors and executive officers of each of Brookfield and Partners, respectively.

 

4.	Purpose of Transaction.

Item 4 of this Schedule 13D is hereby supplemented as follows:

On December 23, 2014, Brookfield and Brookfield Residential issued a joint press release (the “Press Release”) announcing that it has entered into a definitive arrangement agreement dated December 23, 2014 (the “Arrangement Agreement”), pursuant to which Brookfield will acquire the approximately 30.6% of Common Shares of Brookfield Residential that it does not own (approximately 35.9 million shares) for $24.25 cash per share by way of a court-approved plan of arrangement under Ontario law (the “Arrangement”). The implementation of the Arrangement is subject to the approval of at least two-thirds of the votes cast at the special meeting to consider the Arrangement by Brookfield Residential shareholders present in person or by proxy and by a majority of the votes cast by Brookfield Residential shareholders other than Brookfield Asset Management and its affiliates. Completion of the Arrangement is also subject to certain customary conditions, including the approval of the Ontario Superior Court of Justice. The foregoing description of the Arrangement Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Arrangement Agreement. The Press Release and the Arrangement Agreement are filed with this Schedule 13D as Exhibit 9 and Exhibit 10, respectively, and are incorporated herein by reference.

 

7.	Material to be Filed as Exhibits.

Item 7 of this Schedule 13D is hereby amended to add the following exhibits:

 

Exhibit 9		Press Release dated December 23, 2014 (incorporated by reference to Exhibit 99.1 of Brookfield’s 6-K dated December 24, 2014)
Exhibit 10		Arrangement Agreement dated December 23, 2014

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SIGNATURE

After reasonable inquiry and to the best of each undersigned’s knowledge and belief, the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.

Dated: December 24, 2014

 

Dated: December 24, 2014

 

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SCHEDULE I

Brookfield Asset Management Inc.

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Jeffrey M. Blidner, Senior Managing Partner		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner of Brookfield		Canada
Jack L. Cockwell, Director		51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada		Group Chair of Brookfield		Canada
Marcel R. Coutu, Director		335 8th Avenue SW, Suite 1700 Calgary, Alberta T2P 1C9, Canada		Former President and Chief Executive Officer of Canadian Oil Sands Limited		Canada
J. Bruce Flatt, Director and Senior Managing Partner and Chief Executive Officer		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner and Chief Executive Officer of Brookfield		Canada
Maureen Kempston Darkes, Director		c/o 21 Burkebrook Place, Apt. 712, Toronto, Ontario M4G 0A2, Canada		Formerly GM Group Vice- President		Canada
Robert J. Harding, Director		Brookfield Global Infrastructure Advisory Board 181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada		Past Chairman of Brookfield		Canada
David W. Kerr, Director		c/o 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada		Chairman of Halmont Properties Corp.		Canada
Brian D. Lawson, Senior Managing Partner and Chief Financial Officer		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner and Chief Financial Officer of Brookfield		Canada
Lance Liebman, Director		Columbia Law School 435 West 116th Street New York, New York 10027 –7297, U.S.A.		William S. Beinecke Professor of Law		U.S.A.
Philip B. Lind, Director		Rogers Communications Inc. 333 Bloor Street East, 10th Floor, Toronto, Ontario M4W 1G9, Canada		Vice-Chairman of Rogers Communications Inc.		Canada
Frank J. McKenna, Director		TD Bank Group, P.O. Box 1, TD Centre, 66 Wellington St. West, 4th Floor, TD Tower, Toronto, Ontario M5K 1A2, Canada		Chair of Brookfield and Deputy Chair of TD Bank Group		Canada
George E. Myhal, Senior Managing Partner		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner of Brookfield		Canada
Youssef A. Nasr, Director		P.O. Box 16 5927, Beirut, Lebanon		Formerly Chief Executive Officer of HSBC Bank Middle East Limited		Lebanon and U.S.A.
Lord Augustine Thomas O’Donnell		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Former Cabinet Secretary and Head of the British Civil Service		United Kingdom
James A. Pattison, Director		The Jim Pattison Group, 1800 –1067 West Cordova Street, Vancouver, B.C. V6C 1C7, Canada		Chairman, President and Chief Executive Officer of The Jim Pattison Group		Canada
Samuel J.B. Pollock, Senior Managing Partner		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner of Brookfield		Canada
Ngee Huat Seek, Director		168 Robinson Road #37 – 01 Capital Tower Singapore 068912		Former Chairman of the Latin American Business Group, Government of Singapore Investment Corporation		Singaporean
Diana L. Taylor, Director		Wolfensohn & Company L.L.C. 1350 Avenue of the Americas, Suite 2900 New York, N.Y. 10019		Managing Director, Wolfensohn & Company L.L.C.		U.S.A.
George S. Taylor, Director		c/o R.R. #3, 4675 Line 3, St. Marys, Ontario N4X 1C6, Canada		Corporate Director of Brookfield		Canada
A.J. Silber, Vice-President, Legal Affairs and Corporate Secretary		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Vice-President, Legal Affairs and Corporate Secretary of Brookfield		Canada

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SCHEDULE II

Partners Limited

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Jack. L. Cockwell, Director and Chairman		51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada		Group Chair of Brookfield		Canada
J. Bruce Flatt, Director		Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner and Chief Executive Officer of Brookfield		Canada
David W. Kerr, Director		c/o 51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada		Chairman of Halmont Properties Corp.		Canada
Brian D. Lawson, Director and President		Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner and Chief Financial Officer of Brookfield		Canada
George E. Myhal, Director		Brookfield Investment Management Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner		Canada
Timothy R. Price, Director		c/o 51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada		Chairman, Brookfield Funds		Canada
Samuel J.B. Pollock, Director		Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner		Canada
Tony E. Rubin, Treasurer		Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Accountant		Canada