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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in 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. |
112900 10 5 |
Page | 2 |
of | 6 |
| 1 | NAMES OF REPORTING PERSONS: Brookfield Asset Management Inc. (formerly Brascan Corporation) |
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| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
| (a) o | |||||
| (b) þ | |||||
| 3 | SEC USE ONLY: | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
| Ontario, Canada | |||||
| 5 | SOLE VOTING POWER: | ||||
| NUMBER OF | 129,669,019 | ||||
| SHARES | 6 | SHARED VOTING POWER: | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER: | |||
| REPORTING | |||||
| PERSON | 129,669,019 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
| 129,669,019 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
| o Not applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
| 48.9% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
| CO | |||||
2
CUSIP No. |
112900 10 5 |
Page | 3 |
of | 6 |
| 1 | NAMES OF REPORTING PERSONS: Partners Limited (formerly EdperPartners Limited) |
||||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
| (a) o | |||||
| (b) þ | |||||
| 3 | SEC USE ONLY: | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
| Ontario, Canada | |||||
| 5 | SOLE VOTING POWER: | ||||
| NUMBER OF | 0 | ||||
| SHARES | 6 | SHARED VOTING POWER: | |||
| BENEFICIALLY | |||||
| OWNED BY | 129,669,019 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER: | |||
| REPORTING | |||||
| PERSON | 0 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
| 129,669,019 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
| 129,669,019 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
| o Not applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
| 48.9% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
| CO | |||||
3
| CUSIP No. 112900 10 5 | 13G | Page 4 of 6 Pages |
Item 1(a).
|
Name of Issuer | |
| Brookfield Properties Corporation | ||
Item 1(b).
|
Address of Issuer’s Principal Executive Offices | |
| Three World Financial Center 200 Vesey Street, 11th floor New York, New York 10281 |
||
Item 2(a).
|
Name of Persons Filing | |
| Brookfield Asset Management Inc. (“Brookfield Asset Management”) Partners Limited (“Partners”) |
||
Item 2(b).
|
Address of Principal Business Office or, if none, Residence | |
| BCE Place, 181 Bay Street Suite 300, P.O. Box 762 Toronto, Ontario M5J 2T3 |
||
Item 2(c).
|
Citizenship | |
| See item 4 of cover pages | ||
Item 2(d).
|
Title of Class of Securities | |
| Common Shares, no par value | ||
Item 2(e).
|
CUSIP Number | |
| Common Shares: 112900 10 5 | ||
Item 3.
|
Not applicable | |
Item 4.
|
Ownership |
(a)
|
Amount Beneficially Owned: | |
| See item 9 of cover pages. Brookfield Asset Management beneficially owns the Common Shares directly, partly through wholly owned subsidiaries. Brookfield Asset Management’s principal shareholder is Partners, which beneficially owns the Common Shares indirectly through Brookfield Asset Management. |
| CUSIP No. 112900 10 5 | 13G | Page 5 of 6 Pages |
(b)
|
Percent of Class: | |
| See item 11 of cover pages | ||
(c)
|
Number of shares as to which such person has: | |
(i)
|
sole power to vote or to direct the vote: | |
| See item 5 of cover pages | ||
(ii)
|
shared power to vote or to direct the vote: | |
| See item 6 of cover pages | ||
(iii)
|
sole power to dispose or to direct the disposition of: | |
| See item 7 of cover pages | ||
(iv)
|
shared power to dispose or to direct the disposition of: | |
| See item 8 of cover pages |
Item 5.
|
Ownership of Five Percent or Less of a Class | |
| Not applicable | ||
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person | |
| Not applicable | ||
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company | |
| Not applicable | ||
Item 8.
|
Identification and Classification of Members of the Group | |
| Not applicable | ||
Item 9.
|
Notice of Dissolution of Group | |
| Not applicable |
| CUSIP No. 112900 10 5 | 13G | Page 6 of 6 Pages |
Item 10.
|
Certifications | |
| Not applicable |
| BROOKFIELD ASSET MANAGEMENT INC. |
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| By: | /s/ Alan V. Dean | |||
| Name: | Alan V. Dean | |||
| Title: | Senior Vice President, Corporate Affairs and Secretary | |||
| PARTNERS LIMITED |
||||
| By: | /s/ Loretta M. Corso. | |||
| Name: | Loretta M. Corso | |||
| Title: | Corporate Secretary | |||