Schedule 13G Amendment No. 1

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V7rS3OJC98kOI6KkDvLAH7Lg0uyNq0EDof3QLal5CUUuUDYpYJEw6uzGnHne33DT h2/1v4Z/G2mzEhffTrHqJQ== 0001193125-08-193952.txt : 20080910 0001193125-08-193952.hdr.sgml : 20080910 20080910163253 ACCESSION NUMBER: 0001193125-08-193952 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080910 DATE AS OF CHANGE: 20080910 GROUP MEMBERS: RBC ASSET MANAGEMENT INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACE Aviation Holdings Inc. CENTRAL INDEX KEY: 0001295721 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 000000000 STATE OF INCORPORATION: A8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80083 FILM NUMBER: 081065494 BUSINESS ADDRESS: STREET 1: 5100 DE MAISONNEUVE BOULEVARD WEST CITY: MONTREAL STATE: A8 ZIP: H4A 3T2 BUSINESS PHONE: (514) 422-5000 MAIL ADDRESS: STREET 1: 5100 DE MAISONNEUVE BOULEVARD WEST CITY: MONTREAL STATE: A8 ZIP: H4A 3T2 FORMER COMPANY: FORMER CONFORMED NAME: Ace Aviation Holdings Inc. DATE OF NAME CHANGE: 20040628 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PHILLIPS HAGER & NORTH INVESTMENT MANAGEMENT LTD CENTRAL INDEX KEY: 0000938361 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 200 BURRARD ST 20TH FL CITY: VASNCOUVER BC CANADA STATE: A1 ZIP: V6C3N5 BUSINESS PHONE: 6044086220 MAIL ADDRESS: STREET 1: 200 BURRARD ST 20TH FL CITY: VANCOUVER BC CANADA STATE: A1 ZIP: V6C3N5 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 Schedule 13G Amendment No. 1


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Ace Aviation Holdings Inc.

(Name of Issuer)

Class B Voting Shares

(Title of Class of Securities)

00440P102

(CUSIP Number)

August 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ 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. 00440P102


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Phillips, Hager & North Investment Management Ltd. (“PH&N”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization Canada


Number of Shares Beneficially Owned by Each Reporting Person With:		5. Sole Voting Power 0
		6. Shared Voting Power 1,148,300¹
		7. Sole Dispositive Power 0
		8. Shared Dispositive Power 1,148,300²


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,148,300
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨
11.	Percent of Class Represented by Amount in Row (9) 10.8%
12.	Type of Reporting Person (See Instructions) IA

¹	Phillips, Hager & North Investment Management Ltd. is an affiliate of RBC Asset Management Inc. with which joint beneficial ownership may be deemed to be held.

²	See footnote 1.

CUSIP No. 0440P102


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). RBC Asset Management Inc. (“RBC AM”)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization Canada


Number of Shares Beneficially Owned by Each Reporting Person With:		5. Sole Voting Power 0
		6. Shared Voting Power 1,148,300³
		7. Sole Dispositive Power 0
		8. Shared Dispositive Power 1,148,300⁴


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,148,300
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨
11.	Percent of Class Represented by Amount in Row (9) 10.8%
12.	Type of Reporting Person (See Instructions) IA

³	RBC Asset Management Inc. is an affiliate of Phillips, Hager & North Investment Management Ltd. with which joint beneficial ownership may be deemed to be held.

⁴	See footnote 3.

Item 1.

(a)

Name of Issuer

Ace Aviation Holdings Inc.

(b)

Address of Issuer’s Principal Executive Offices

5100 de Maissoneuve Boulevard West

Montrel, Quebec, Canada H4A 3T2

Item 2.

(a)

Name of Person Filing

Phillips, Hager & North Investment Management Ltd.

RBC Asset Management Inc.

(b)

Address of Principal Business Office or, if none, Residence

Waterfront Centre, 20^th Floor

200 Burrard Street

Vancouver, BC Canada V6C 3N5

Royal Trust Tower, Suite 3800

77King Street West

Toronto, Ontario, M5K 1H1

(c)

Citizenship

Canada

(d)

Title of Class of Securities

Common Stock

(e)

CUSIP Number

00440P102

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the persons filing are:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

Group, in accordance with §240.13d-1(b)(1)(ii)(J).


Item 4.	Ownership

	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owned:

		1,148,300.

	(b)	Percent of class:

		10.8%.

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote

			0

		(ii)	Shared power to vote or to direct the vote

			1,148,300

		(iii)	Sole power to dispose or to direct the disposition of

			0

		(iv)	Shared power to dispose or to direct the disposition of

			1,148,300

Instruction: For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

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

	1.	PH&N is a registered investment advisor. Accounts managed on a discretionary basis by PH&N are known to have the right to receive or the power to direct the receipt of dividend from, or the proceeds from, the sale of such securities.

	2.	RBC AM is a foreign investment advisor that has received SEC no-action relief to file on Schedule 13G as a Qualified Institutional Investor. Accounts managed on a discretionary basis by RBC AM are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from, the sale of such securities.

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.	Certification

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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: September 9, 2008

PHILLIPS, HAGER & NORTH INVESTMENT MANAGEMENT LTD.

/s/ Michael Wallberg

Signature

Michael R. Wallberg/Vice President

Name/Title

RBC ASSET MANAGEMENT INC.

/s/ Frank Lippa

Signature

Frank Lippa/Chief Financial Officer and Chief Operating Officer

Name/Title

Index to Exhibits


Exhibit No.		Exhibit
99.1		Joint Filing Agreement

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Amendment No. 1 to Schedule 13G with respect to the Securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13G. In evidence thereof, the undersigned hereby execute this Agreement as of September 9, 2008.

PHILLIPS, HAGER & NORTH INVESTMENT MANAGEMENT LTD.

/s/ Michael Wallberg

Signature

Michael R. Wallberg/Vice President

Name/Title

RBC ASSET MANAGEMENT INC.

/s/ Frank Lippa

Signature

Frank Lippa/Chief Financial Officer and Chief Operating Officer

Name/Title

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