SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Lindsay Manufacturing Co.
------------------------------------------------------
(Name of Issuer)
Common Stock, $1.00 Par Value
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(Title of Class of Securities)
535555106
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(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)
May 24, 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 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).
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Cusip No. 535555106 Page 2
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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
1,352,630
8. Shared Voting Power
0
9. Sole Dispositive Power
1,352,630
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,352,630
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
11.6%
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, as amended by Amendment No.1 dated April 10, 2002
(as amended, 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 May 24, 2002, Teachers beneficially
owned 1,352,630 Shares pursuant to Rule 13d-3. Pursuant to information provided
by the Issuer's 10-Q dated February 28, 2002, 11,706,279 Shares were outstanding
as of the close of business April 10, 2002. Based on such information, the
1,352,630 Shares beneficially owned by Teachers represent approximately 11.6%
of the Shares outstanding.
Teachers has sole voting and dispositive power over all of the
1,352,630 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
............... ............... .............. .............. ................
18-Apr-02 42,400 S 24.47 OTC
25-Apr-02 2,500 S 24.47 NYSE
30-Apr-02 14,100 S 24.47 NYSE
01-May-02 2,400 S 24.47 NYSE
02-May-02 10,000 S 24.47 OTC
02-May-02 11,900 S 24.47 NYSE
03-May-02 8,100 S 24.47 OTC
03-May-02 6,200 S 24.47 NYSE
13-May-02 3,000 S 24.47 NYSE
14-May-02 12,600 S 24.47 NYSE
24-May-02 15,000 S 23.97 OTC
24-May-02 35,000 S 23.97 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: May 28, 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