UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Brookfield Properties Corporation
Common Shares, no par value
(Title of Class of Securities)
112900 10 5
(CUSIP Number)
Annual Reporting Requirement
(Date of Event Which Requires Filing of this Statement)
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)
x 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 Pages | |
| 1 | NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Brascan Corporation |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) o | ||
| (b) x — Joint filing |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Ontario, Canada |
| NUMBER OF | 5 | SOLE VOTING POWER | 78,088,013 | |||
| SHARES | ||||||
| 6 | SHARED VOTING POWER | 0 | ||||
| BENEFICIALLY | ||||||
| OWNED BY EACH | 7 | SOLE DISPOSITIVE POWER | 78,088,013 | |||
| REPORTING | ||||||
| 8 | SHARED DISPOSITIVE POWER | 0 | ||||
| PERSON WITH | ||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 78,088,013 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | |||
| Not applicable | o |
| 11 | PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9 48.7% |
| 12 | TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) CO, HC |
| CUSIP No. 112900 10 5 | Page 3 of 6 Pages | |
| 1 | NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EdperPartners Limited |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | (a) o | ||
| (b) x — Joint filing |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Ontario, Canada |
| NUMBER OF | 5 | SOLE VOTING POWER | 78,088,013 | |||
| SHARES | ||||||
| 6 | SHARED VOTING POWER | 0 | ||||
| BENEFICIALLY | ||||||
| OWNED BY EACH | 7 | SOLE DISPOSITIVE POWER | 78,088,013 | |||
| REPORTING | ||||||
| 8 | SHARED DISPOSITIVE POWER | 0 | ||||
| PERSON WITH | ||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 78,088,013 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | |||
| Not applicable | o |
| 11 | PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9 48.7% |
| 12 | TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) CO, HC |
| 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 | |
|
181 Bay Street Suite 4300 Toronto, Ontario M5J 2T3 |
||
| Item 2(a). | Name of Person Filing | |
|
Brascan Corporation (“Brascan”) EdperPartners Limited (“Edper”) |
||
| Item 2(b). | Address of Principal Business Office or, if none, Residence | |
|
BCE Place, 181 Bay Street Suite 4400, 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. Brascan beneficially owns the Common Shares directly, partly through wholly owned subsidiaries. Brascan’s major shareholder is Edper. Edper beneficially owns the Common Shares indirectly through Brascan. |
| 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 | ||
| Item 10. | Certifications | |
| Not applicable |
| CUSIP No. 112900 10 5 | 13G | Page 6 of 6 Pages | ||
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 as of February 3, 2003.
| BRASCAN CORPORATION | ||||
| By: | /s/ Alan V. Dean Name: Alan V. Dean Title: Senior Vice President, Corporate Affairs and Secretary |
|||
| EDPERPARTNERS LIMITED | ||||
| By: | /s/ Brian D. Lawson Name: Brian D. Lawson Title: President and Secretary |
|||