================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
---------------------------
LONGVIEW FIBRE COMPANY
(Name of Issuer)
COMMON STOCK, $1.50 ASCRIBED VALUE, AND
RIGHTS TO PURCHASE COMMON STOCK 543213102
(Title of class of securities) (CUSIP number)
ALAN V. DEAN
BCE PLACE
181 BAY STREET, SUITE 300
TORONTO, ONTARIO M5J 2T3
(416) 363-9491
WITH A COPY TO:
S. WADE ANGUS, ESQ.
SIMEON GOLD, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
(Name, address and telephone number of person authorized
to receive notices and communications)
MARCH 19, 2007
(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)
(Page 1 of 15 Pages)
--------------------------------------------------------------------------------
CUSIP No. 543213102 SCHEDULE 13D Page 2 of 15 pages
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BROOKFIELD ASSET MANAGEMENT INC.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X] -- Joint
Filing
--------------------------------------------------------------------------------
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 7 SOLE VOTING POWER 6,393,536 SHARES OF COMMON
SHARES STOCK
BENEFICIALLY
OWNED BY --------------------------------------------------------
EACH 8 SHARED VOTING POWER 0
REPORTING
PERSON WITH --------------------------------------------------------
9 SOLE DISPOSITIVE POWER 6,393,536 SHARES OF
COMMON STOCK
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,393,536 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)
9.7% OF THE OUTSTANDING SHARES OF COMMON STOCK
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO, HC
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CUSIP No. 543213102 SCHEDULE 13D Page 3 of 15 pages
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PARTNERS LIMITED
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X] -- Joint
Filing
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
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 7 SOLE VOTING POWER 6,393,536 SHARES OF COMMON
SHARES STOCK
BENEFICIALLY
OWNED BY --------------------------------------------------------
EACH 8 SHARED VOTING POWER 0
REPORTING
PERSON WITH --------------------------------------------------------
9 SOLE DISPOSITIVE POWER 6,393,536 SHARES OF
COMMON STOCK
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,393,536 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)
9.7% OF THE OUTSTANDING SHARES OF COMMON STOCK
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO, HC
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CUSIP No. 543213102 SCHEDULE 13D Page 4 of 15 pages
--------------------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER.
The title and class of equity security to which this statement on Schedule
13D relates is the shares of common stock, ascribed value $1.50 per share, and
the associated rights to acquire shares of such common stock (collectively, the
"Common Stock"), of Longview Fibre Company ("Longview"), a Washington
corporation. The principal executive offices of Longview are located at 300
Fibre Way, Longview, Washington 98632.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is being filed by each of the following persons (the
"Reporting Persons"):
(i) Brookfield Asset Management Inc. ("Brookfield"), a corporation
formed under the laws of the Province of Ontario; and
(ii) Partners Limited ("Partners"), a corporation formed under the
laws of the Province of Ontario that owns all of Brookfield's
Class B Limited Voting Shares and approximately 17% of
Brookfield's Class A Limited Voting Shares directly or indirectly
on a fully diluted basis.
Schedules I and II hereto set forth a list of all the directors and
executive officers (the "Scheduled Persons"), and their respective
principal occupations and addresses, of each of Brookfield and Partners,
respectively.
(b) The principal business address of Brookfield and Partners is BCE
Place, 181 Bay Street, Suite 300, Toronto, Ontario, Canada M5J 2T3.
(c) The principal business of Brookfield is to invest and operate in the
real estate, power generation and financial services sectors. The
principal business of Partners is that of an investment holding
company.
(d)-(e) During the last five years, none of the Reporting Persons and, to
the Reporting Persons' knowledge, none of the Scheduled Persons, has
been: (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); or (ii) a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which, he, she or it 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) 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.
--------------------------------------------------------------------------------
CUSIP No. 543213102 SCHEDULE 13D Page 5 of 15 pages
--------------------------------------------------------------------------------
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Brookfield, either directly or through one or more wholly-owned
subsidiaries, has purchased 1,850,000 shares of Common Stock on March 19, 2007
for an average daily trading price of $24.5974. In addition to the purchases
made on March 19, 2007, Brookfield, either directly or through one or more
wholly-owned subsidiaries, has purchased the Common Stock set forth in Item 5(c)
herein. This Schedule 13D is required to be filed as a result of such
transactions. All the funds required for such purchases were taken from
cash-on-hand.
See also Item 4.
ITEM 4. PURPOSE OF TRANSACTION.
On February 2, 2007, Brookfield entered into that certain Agreement and
Plan of Merger, dated as of February 2, 2007, and amended as of March 12, 2007
(the "Merger Agreement"), by and among Brookfield, Horizon Acquisition Co., an
indirect wholly owned subsidiary of Brookfield ("Merger Sub"), and Longview.
Under the Merger Agreement, Merger Sub will be merged into Longview (the
"Merger") with Longview continuing after the Merger as the surviving corporation
and subsidiary of Brookfield, at which point Longview's common stock will be
delisted from the New York Stock Exchange. Under the Merger Agreement, at the
effective time of the Merger, each issued and outstanding share of Longview's
common stock (other than shares owned by Brookfield, Merger Sub or any other
direct or indirect wholly-owned subsidiary of Brookfield, which will be
cancelled without consideration, and other than shares held by shareholders who
are entitled to and have properly exercised dissenter's rights under Washington
law) will be converted into the right to receive $24.75 in cash, without
interest. The completion of the Merger is subject to approval of the Merger
Agreement by Longview's shareholders, among certain other conditions. The Merger
Agreement contains various restrictions on the activities of Longview prior to
the Merger and, at the effective time of the Merger, the directors of Merger Sub
shall become the directors of the surviving corporation resulting from the
Merger.
In addition, on March 12, 2007, Longview amended the Confidentiality
Agreement, dated as of September 20, 2006, by and between Longview and
Brookfield (such amended confidentiality agreement, the "Confidentiality
Agreement") with Brookfield to provide that Brookfield may, directly or through
a wholly-owned subsidiary, acquire up to (but no more than) 9.9%, as
contemplated under the Confidentiality Agreement, of the Common Stock.
Brookfield intends to acquire up to (but no more than) 9.9% of the outstanding
Common Stock in order to facilitate the transactions contemplated by the Merger
Agreement. Brookfield intends to vote all of the shares of Common Stock it has
acquired prior to the special meeting of Longview's shareholders on the record
date of March 12, 2007 (a) in favor of the Merger, (b) against any action that
would result in any of the conditions to Longview's obligations under the Merger
Agreement not being fulfilled, and (c) in favor of any other matter necessary to
the consummation of the transactions contemplated in the Merger Agreement.
The Merger Agreement and the Confidentiality Agreement are being filed as
exhibits hereto and are incorporated herein by reference.
--------------------------------------------------------------------------------
CUSIP No. 543213102 SCHEDULE 13D Page 6 of 15 pages
--------------------------------------------------------------------------------
Other than as described or contemplated above, none of the Reporting
Persons and, to the Reporting Persons' knowledge, the Scheduled Persons, has any
current plans or proposals that relate to or would result in:
(a) the acquisition by any person of additional securities of Longview, or
the disposition of securities of Longview;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Longview or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of Longview or any
of its subsidiaries;
(d) any change in the present board of directors or management of
Longview, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy
of Longview;
(f) any other material change in Longview business or corporate structure;
(g) changes in Longview's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of Longview by any person;
(h) causing a class of securities of Longview to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(i) a class of equity securities of Longview becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As of the date hereof, each of the Reporting Persons may be deemed
to be the beneficial owner of 6,393,536 Common Stock. Such Common
Stock constitute approximately 9.7% of the issued and outstanding
Common Stock based on the number of Common Stock outstanding as of
March 29, 2007. Brookfield may be deemed to have the sole power to
vote or direct the vote of the Common Stock beneficially owned by it
with respect to those matters described above or to dispose of such
Common Stock. Brookfield may hold the Common Stock directly or in one
or more wholly-owned subsidiaries. Partners may be deemed to have
shared power (with Brookfield) to vote or direct the vote of the
Common Stock beneficially owned by it with respect to those matters
described above or to dispose of such Common Stock.
--------------------------------------------------------------------------------
CUSIP No. 543213102 SCHEDULE 13D Page 7 of 15 pages
--------------------------------------------------------------------------------
(c)
Date of Amount of Price Where and
Transaction Securities per How Effected
----------- ---------- ------------
Share*
3/19/07 1,850,000 shares $24.5974 New York Stock Exchange (purchase)
3/20/07 431,000 shares $24.6036 New York Stock Exchange (purchase)
3/21/07 350,000 shares $24.6005 New York Stock Exchange (purchase)
3/22/07 223,000 shares $24.6101 New York Stock Exchange (purchase)
3/23/07 429,500 shares $24.6471 New York Stock Exchange (purchase)
3/26/07 70,500 shares $24.6116 New York Stock Exchange (purchase)
(d) No person is known to any of the Reporting Persons or, to the
Reporting Persons' knowledge, the Scheduled Persons, to have the right
to receive or the power to direct the receipt of dividends from, or
proceeds from the sale of, any such Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Partners is the major shareholder of Brookfield.
The information set forth in Item 4 hereto is incorporated herein by
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Agreement and Plan of Merger, dated as of
February 2, 2007, by and among Brookfield
Asset Management Inc., Horizon Acquisition
Co. and Longview Fibre Company (incorporated
by reference to Exhibit 2.1 to Longview
Fibre Company's Current Report on Form 8-K,
filed February 5, 2007).
Exhibit 2 Amendment No. 1, dated as of March 12,
2007, to the Agreement and Plan of Merger,
dated as of February 2, 2007, by and among
Brookfield Asset Management Inc., Horizon
Acquisition Co. and Longview Fibre Company.
Exhibit 3 Confidentiality Agreement, dated as of
September 20, 2006, by and between Longview
Fibre Company and Brookfield Asset
Management Inc.
--------------------------------------------------------------------------------
CUSIP No. 543213102 SCHEDULE 13D Page 8 of 15 pages
--------------------------------------------------------------------------------
Exhibit 4 Amendment No. 1, dated as of March 12,
2007, to the Confidentiality Agreement,
dated as of September 20, 2006, by and
between Longview Fibre Company and
Brookfield Asset Management Inc.
Exhibit 5 Joint Filing Agreement, dated as of March
29, 2007, between Brookfield Asset
Management Inc. and Partners Limited.
--------------------------------------------------------------------------------
CUSIP No. 543213102 SCHEDULE 13D Page 9 of 15 pages
--------------------------------------------------------------------------------
SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, each of the undersigned certifies as to itself that the
information set forth in this amendment is true, complete and correct.
Dated: March 29, 2007
BROOKFIELD ASSET MANAGEMENT INC.
By: /s/ Alan V. Dean
------------------------------------
Name: Alan V. Dean
Title: Senior Vice-President and
Secretary
PARTNERS LIMITED
By: /s/ Loretta M. Corso
------------------------------------
Name: Loretta M. Corso
Title: Secretary
--------------------------------------------------------------------------------
CUSIP No. 543213102 SCHEDULE 13D Page 10 of 15 pages
--------------------------------------------------------------------------------
SCHEDULE I
BROOKFIELD ASSET MANAGEMENT INC.
Jack L. Cockwell
CITIZENSHIP: Canada
BUSINESS ADDRESS: BCE Place, 181 Bay Street, Suite 300, Toronto,
Ontario M5J 2T3
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT: Group Chairman
EMPLOYER: Brookfield Asset Management Inc.
EMPLOYER'S BUSINESS: A global asset management company
EMPLOYER'S ADDRESS: Same as Business Address
Marcel R. Coutu
CITIZENSHIP: Canada
BUSINESS ADDRESS: 2500 First Canadian Centre, 350 - 7th Ave. S.W.,
Calgary, Alberta T2P 3N9
PRESENT PRINCIPAL President & Chief Executive Officer
OCCUPATION OR EMPLOYMENT:
EMPLOYER: Canadian Oil Sands Limited
EMPLOYER'S BUSINESS: An oil company
EMPLOYER'S ADDRESS: Same as Business Address
William A. Dimma
CITIZENSHIP: Canadian
BUSINESS ADDRESS: BCE Place, 181 Bay Street, Suite 300, Toronto,
Ontario M5J 2T3
PRESENT PRINCIPAL Chairman and director
OCCUPATION OR EMPLOYMENT:
EMPLOYER: Home Capital Group Inc.
EMPLOYER'S BUSINESS: Real estate
EMPLOYER'S ADDRESS: Same as Business Address
Sen. J. Trevor Eyton CITIZENSHIP: Canada
BUSINESS ADDRESS: 44 Victoria Street, Suite #300, Toronto, Ontario
M5C 1Y2
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT: Member of the Senate of Canada
EMPLOYER: The Senate of Canada
EMPLOYER'S BUSINESS: Government
EMPLOYER'S ADDRESS: Room 561-S, Centre Block, Parliament Buildings,
11 Wellington Street, Ottawa, Ontario K1A 0A4
--------------------------------------------------------------------------------
CUSIP No. 543213102 SCHEDULE 13D Page 11 of 15 pages
--------------------------------------------------------------------------------
J. Bruce Flatt
CITIZENSHIP: Canada
BUSINESS ADDRESS: BCE Place, 181 Bay Street, Suite 300, Toronto,
Ontario M5J 2T3
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT: Chief Executive Officer
EMPLOYER: Brookfield Asset Management Inc.
EMPLOYER'S BUSINESS: A global asset management company
EMPLOYER'S ADDRESS: Same as Business Address
James K. Gray
CITIZENSHIP: Canada
BUSINESS ADDRESS: 335 Eighth Ave. S.W., Royal Bank Building, Suite
1700, Calgary, Alberta T2P 1C9
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT: Corporate Director
EMPLOYER: N/A
EMPLOYER'S BUSINESS: N/A
EMPLOYER'S ADDRESS: N/A
Robert J. Harding
CITIZENSHIP: Canada
BUSINESS ADDRESS: BCE Place, 181 Bay Street, Suite 300, Toronto,
Ontario M5J 2T3
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT: Chairman
EMPLOYER: Brookfield Asset Management Inc.
EMPLOYER'S BUSINESS: A global asset management company
EMPLOYER'S ADDRESS: Same as Business Address
David W. Kerr
CITIZENSHIP: Canada
BUSINESS ADDRESS: BCE Place, 181 Bay Street, Suite 300, Toronto,
Ontario M5J 2T3
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT: Corporate Director
EMPLOYER: N/A
EMPLOYER'S BUSINESS: N/A
EMPLOYER'S ADDRESS: N/A
Lance Liebman
CITIZENSHIP: United States of America
BUSINESS ADDRESS: 435 West 116th Street, New York, New York
10027-7297
PRESENT PRINCIPAL Professor of law
OCCUPATION OR EMPLOYMENT:
EMPLOYER: Columbia Law School
EMPLOYER'S BUSINESS: Education
EMPLOYER'S ADDRESS: Same as Business Address
--------------------------------------------------------------------------------
CUSIP No. 543213102 SCHEDULE 13D Page 12 of 15 pages
--------------------------------------------------------------------------------
Philip B. Lind
CITIZENSHIP: Canada
BUSINESS ADDRESS: 333 Bloor Street E., 10th Floor, Toronto,
Ontario M4W 1G9
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT: Vice-Chairman
EMPLOYER: Rogers Communications Inc.
EMPLOYER'S BUSINESS: Diversified communications company
EMPLOYER'S ADDRESS: Same as Business Address
Roy MacLaren
CITIZENSHIP: Canada
BUSINESS ADDRESS: 425 Russell Hill Road, Toronto, Ontario M5P 2S4
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT: Corporate Director
EMPLOYER: N/A
EMPLOYER'S BUSINESS: N/A
EMPLOYER'S ADDRESS: N/A
G. Wallace F. McCain CITIZENSHIP: Canada
BUSINESS ADDRESS: 30 St. Clair Ave. W., #1500, Toronto, Ontario
M4V 3A2
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT: Chairman
EMPLOYER: Maple Leaf Foods Inc.
EMPLOYER'S BUSINESS: Processed Food Manufacturer
EMPLOYER'S ADDRESS: Same as Business Address
Jack M. Mintz
CITIZENSHIP: Canada
BUSINESS ADDRESS: 105 St. George St., #529, Toronto, Ontario M5E
3E6
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT: Professor
EMPLOYER: Joseph L. Rotman School of Management
EMPLOYER'S BUSINESS: Business Economics
EMPLOYER'S ADDRESS: Same as Business Address
George S. Taylor
CITIZENSHIP: Canada
BUSINESS ADDRESS: R.R. #3, 4675 Line 3, Saint Marys, Ontario N4X
1C6
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT: Corporate Director
EMPLOYER: N/A
EMPLOYER'S BUSINESS: N/A
EMPLOYER'S ADDRESS: N/A
Brian D. Lawson
CITIZENSHIP: Canada
BUSINESS ADDRESS: BCE Place, 181 Bay Street, Suite 300, Toronto,
Ontario M5J 2T3
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT: Chief Financial Officer
EMPLOYER: Brookfield Asset Management Inc.
EMPLOYER'S BUSINESS: A global asset management company
EMPLOYER'S ADDRESS: Same as Business Address
--------------------------------------------------------------------------------
CUSIP No. 543213102 SCHEDULE 13D Page 13 of 15 pages
--------------------------------------------------------------------------------
Jeffrey M. Blidner
CITIZENSHIP: Canada
BUSINESS ADDRESS: BCE Place, 181 Bay Street, Suite 300, Toronto,
Ontario M5J 2T3
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT: Managing Partner
EMPLOYER: Brookfield Asset Management Inc.
EMPLOYER'S BUSINESS: A global asset management company
EMPLOYER'S ADDRESS: Same as Business Address
Frank J. McKenna
CITIZENSHIP: Canada
BUSINESS ADDRESS: P.O. Box 1, TD Centre, 66 Wellington St. W., 4th
Floor, TD Tower, Toronto, Ontario M5K 1A2
PRESENT PRINCIPAL Deputy Chair
OCCUPATION OR EMPLOYMENT:
EMPLOYER: TD Bank Financial Group
EMPLOYER'S BUSINESS: Financial services company
EMPLOYER'S ADDRESS: Same as Business Address
George E. Myhal
CITIZENSHIP: Canada
BUSINESS ADDRESS: BCE Place, 181 Bay Street, Suite 300, Toronto,
Ontario M5J 2T3
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT: Managing Partner
EMPLOYER: Brookfield Asset Management Inc.
EMPLOYER'S BUSINESS: A global asset management company
EMPLOYER'S ADDRESS: Same as Business Address
James A. Pattison
CITIZENSHIP: Canada
BUSINESS ADDRESS: 1800 - 1067 West Cordova St., Vancouver, B.C.
V6C1C7
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT: Chairman
EMPLOYER: The Jim Pattison Group
EMPLOYER'S BUSINESS: A diversified consumer products company
EMPLOYER'S ADDRESS: Same as Business Address
--------------------------------------------------------------------------------
CUSIP No. 543213102 SCHEDULE 13D Page 14 of 15 pages
--------------------------------------------------------------------------------
Samuel J.B. Pollock
CITIZENSHIP: Canada
BUSINESS ADDRESS: BCE Place, 181 Bay Street, Suite 300, Toronto,
Ontario M5J 2T3
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT: Managing Partner
EMPLOYER: Brookfield Asset Management Inc.
EMPLOYER'S BUSINESS: A global asset management company
EMPLOYER'S ADDRESS: Same as Business Address
--------------------------------------------------------------------------------
CUSIP No. 543213102 SCHEDULE 13D Page 15 of 15 pages
--------------------------------------------------------------------------------
SCHEDULE II
PARTNERS LIMITED
Gordon E. Arnell
CITIZENSHIP: Canada
BUSINESS ADDRESS: BCE Place, 181 Bay Street, Suite 300, Toronto,
Ontario M5J 2T3
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT: Chairman
EMPLOYER: Brookfield Properties Corporation
EMPLOYER'S BUSINESS: A real estate company
EMPLOYER'S ADDRESS: Same as Business Address
Jack L. Cockwell - see
Schedule I
Robert J. Harding - see
Schedule I
David W. Kerr - see Schedule I
Edward C. Kress
CITIZENSHIP: Canada
BUSINESS ADDRESS: BCE Place, 181 Bay Street, Suite 300, Toronto,
Ontario M5J 2T3
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT: Group Chairman
EMPLOYER: Brookfield Power Corp.
EMPLOYER'S BUSINESS: A power generation company
EMPLOYER'S ADDRESS: Same as Business Address
Timothy E. Price
CITIZENSHIP: Canada
BUSINESS ADDRESS: BCE Place, 181 Bay Street, Suite 300, Toronto,
Ontario M5J 2T3
PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT: Group Chairman, Funds Management
EMPLOYER: Brookfield Asset Management Inc.
EMPLOYER'S BUSINESS: A global asset management company
EMPLOYER'S ADDRESS: Same as Business Address