0001361974-12-000003.txt : 20120112
0001361974-12-000003.hdr.sgml : 20120112
20120112164141
ACCESSION NUMBER: 0001361974-12-000003
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20120112
DATE AS OF CHANGE: 20120112
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Keegan Resources Inc.
CENTRAL INDEX KEY: 0001377757
STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400]
IRS NUMBER: 000000000
STATE OF INCORPORATION: A1
FISCAL YEAR END: 0307
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-83675
FILM NUMBER: 12524551
BUSINESS ADDRESS:
STREET 1: SUITE 600 - 1199 WEST HASTINGS STREET
CITY: VANCOUVER
STATE: A1
ZIP: V6E 3T5
BUSINESS PHONE: 604 683 8193
MAIL ADDRESS:
STREET 1: SUITE 600 - 1199 WEST HASTINGS STREET
CITY: VANCOUVER
STATE: A1
ZIP: V6E 3T5
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Beutel, Goodman & Co Ltd.
CENTRAL INDEX KEY: 0001361974
IRS NUMBER: 000000000
STATE OF INCORPORATION: A6
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 20 EGLINTON AVENUE WEST
STREET 2: SUITE 2000
CITY: TORONTO
STATE: A6
ZIP: M4R 1K8
BUSINESS PHONE: 416-485-1010
MAIL ADDRESS:
STREET 1: 20 EGLINTON AVENUE WEST
STREET 2: SUITE 2000
CITY: TORONTO
STATE: A6
ZIP: M4R 1K8
FORMER COMPANY:
FORMER CONFORMED NAME: Beutel, Goodman & CO Ltd.
DATE OF NAME CHANGE: 20060505
SC 13G
1
keeganresources13gdec2011.txt
13G KEEGAN RESOURCES INC. DEC 2011
OMB APPROVAL
OMB Number: 3235-0145
Expires: February 28, 2009
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hours per response. . . . . . . . 10.4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___________)*
Keegan Resources Inc.
Common Stock:
487,275,109
December 31, 2011
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
Rule 13d-1(b) X
Rule 13d-1(c)
Rule 13d-1(d)
*The remainder of this cover page shall be filled out for
a reporting persons 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).
Persons who respond to the collection of information contained
in this form are notrequired to respond unless the form displays
a currently valid OMB control number.
SEC 1745 (3-06) Page 1 of 6 pages
CUSIP No. 487275109
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons
(entities only).
Beutel, Goodman & Company Ltd.
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
5. Sole Voting Power:
4,873,600
6. Shares Beneficially by Shared Voting Power:
0
7. Owned by Each Reporting Sole Dispositive Power:
4,980,000
8. Person With Shared Dispositive Power:
0
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,980,000
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
11. Percent of Class Represented by Amount in Row (9):
6.61
12. Type of Reporting Person (See Instructions)
1A
Page 2 of 6 pages
INSTRUCTIONS FOR SCHEDULE 13G
Instructions for Cover Page
(l) Names and I.R.S. Identification Numbers of Reporting
Persons Furnish the full legal name of each person for whom the
report is filed i.e., each person required to sign the schedule
itself including each member of a group. Do not include the
name of a person required to be identified in the report
but who is not a reporting person. Reporting persons that
are entities are also requested to furnish their I.R.S.
identification numbers, although disclosure of such numbers
s voluntary, not mandatory (see SPECIAL INSTRUCTIONS FOR
COMPLYING WITH SCHEDULE 13G below).
(2) If any of the shares beneficially owned by a reporting
person are held as a member of a group and that membership
is expressly affirmed, please check row 2(a). If the reporting
person disclaims membership in a group or describes a
relationship with other persons but does not affirm
the existence of a group, please check row 2(b) [unless
it is a joint filing pursuant to Rule 13d-1(k)(1) in which
case it may not be necessary to check row 2(b)].
(3) The third row is for SEC internal use; please leave blank.
(4) Citizenship or Place of Organization Furnish citizenship if the
named reporting person is a natural person. Otherwise,
furnish place of organization.
(5)-(9), (11) Aggregate Amount Beneficially Owned By Each Reporting
Person, Etc. Rows (5) through (9) inclusive, and (11)
are to be completed in accordance with the provisions of Item 4 of
Schedule 13G. All percentages are to be rounded off to
the nearest tenth (one place after decimal point).
(10) Check if the aggregate amount reported as beneficially owned
in row (9) does not include shares as to which beneficial
ownership is disclaimed pursuant to Rule 13d-4 (17 CFR 240.13d-4]
under the Securities Exchange Act of 1934.
(12) Type of Reporting Person Please classify each reporting person
according to the following breakdown (see Item 3 of
Schedule 13G) and place the appropriate symbol on the form:
Category Symbol
Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan, Pension Fund,
or Endowment Fund EP
Parent Holding Company/Control Person HC
Savings Association SA
Church Plan CP
Corporation CO
Partnership PN
Individual IN
Other OO
Notes:
Attach as many copies of the second part of the cover page as are
needed, one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication,
answer items on the schedules (Schedule 13D, 13G or 14D-1) by
appropriate cross references to an item or items on the cover
page(s). This approach may only be used where the cover page
item or items provide all the disclosure required by the schedule
item. Moreover, such a use of a cover page item will result
in the item becoming a part of the schedule and accordingly
being considered as filed for purposes of Section 18 of the
Securities Exchange Act or otherwise subject to the liabilities
of that section of the Act.
Reporting persons may comply with their cover page filing
requirements by filing either completed copies of the blank
forms available from the Commission, printed or typed
facsimiles, or computer printed facsimiles, provided the
documents filed have identical formats to the forms prescribed
in the Commissions regulations and eet existing Securities
Exchange Act rules as to such matters as clarity and
size (Securities Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange
Act of 1934 and the rules and regulations thereunder, the Commission
is authorized to solicit the information required to be supplied
by this schedule by certain security holders of certain issuers.
Page 3 of 6 pages
Disclosure of the information specified in this schedule is mandatory,
except for I.R.S. identification numbers, disclosure of which is
voluntary. The information will be used for the primary purpose of
determining and disclosing the holdings of certain beneficial owners
of certain equity securities. This statement will be made a matter
of public record. Therefore, any information given will be available
for inspection by any member of the public.
Because of the public nature of the information, the Commission
can use it for a variety of purposes, including referral to other
governmental authorities or securities self-regulatory organizations
for investigatory purposes or in connection with litigation involving
the Federal securities laws or other civil, criminal or regulatory
statutes or provisions. I.R.S. identification numbers, if furnished,
will assist the Commission in identifying security holders and,
therefore, in promptly processing statements of beneficial ownership
of securities.
Failure to disclose the information requested by this schedule, except
for I.R.S. identification numbers, may result in civil or criminal
action against the persons involved for violation of the Federal
securities laws and rules promulgated thereunder.
GENERAL INSTRUCTIONS
A. Statements filed pursuant to Rule 13d-1(b) containing the information
required by this schedule shall be filed not later than February 14
following the calendar year covered by the statement or within the
time specified in Rules 13d-1(b)(2) and 13d-2(c). Statements filed
pursuant to Rule 13d-1(c) shall be filed within the time specified
in Rules 13d-1(c), 13d-2(b) and 13d-2(d). Statements filed pursuant to
Rule 13d-1(d) shall be filed not later than February 14 following the
calendar year covered by the statement pursuant to Rules 13d-1(d)and
13d-2(b).
B. Information contained in a form which is required to be filed by
rules under section 13(f) (15 U.S.C. 78m(f)) for the same calendar
year as that covered by a statement on this schedule may be incorporated
by reference in response to any of the items of this schedule. If such
information is incorporated by reference in this schedule, copies of
the relevant pages of such form shall be filed as an
exhibit to this schedule.
C. The item numbers and captions of the items shall be included but
the text of the items is to be omitted. The answers to the items shall
be so prepared as to indicate clearly the coverage of the items without
referring to the text of the items. Answer every item. If an item is
inapplicable or the answer is in the negative, so state.
Item 1.
(a) Name of Issuer:
Keegan Resources Inc.
(b) Address of Issuers Principal Executive Offices:
600 - 1199 West Hastings Street,
Vancouver, British Columbia,
Canada, V6E 3T5
Item 2.
(a) Name of Person Filing:
Beutel, Goodman & Company Ltd.
(b) Address of Principal Business Office or, if none, Residence:
20 Eglinton Ave. W., Toronto, Ontario, M4R 1K8, Canada
(c) Citizenship:
Incorporated under the Laws of Canada
(d) Title of Class of Securities:
Common stock
(e) CUSIP Number:
487275109
Item 3. If this statement is filed pursuant to 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(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); X
(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);
Page 4 of 6 pages
(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. AS AT DECEMBER 31, 2011
(a) Amount beneficially owned:
4,980,000
(b)Percent of class:
6.61
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 4,873,600
(ii) Shared power to vote or to direct the vote 0.
(iii) Sole power to dispose or to direct the disposition of
4,980,000
(iv) Shared power to dispose or to direct the disposition
of 0.
All of the shares reported in the statement are owned by investment
advisory clients of Beutel Goodman. In its role as investment adviser,
Beutel Goodman has voting power with respect to these shares
indicated above.
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
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following ...
Instruction: Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is 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, a statement to that effect should be included in response
to this item and, if such interest relates to more than five percent of
the class, such person should be identified. A listing of the shareholders
of an investment company registered under the Investment Company Act of
1940 or the beneficiaries of employee benefit plan, pension fund or
endowment fund is not required.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company
If a parent holding company has filed this schedule, pursuant to
Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach
an exhibit stating the identity and the Item 3 classification of the
relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an
exhibit stating the identification of the relevant subsidiary.
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to 240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity
and Item 3 classification of each member of the group. If a group has
filed this schedule pursuant to 240.13d-1(c) or 240.13d-1(d),
attach an exhibit stating the identity of each member of the group.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be
filed, if required, by members of the group, in their individual
capacity. See Item 5.
Item 10. Certification
(a) The following certification shall be included if the statement
is filed pursuant to 240.13d-1(b):
Page 5 of 6 pages
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.
(b) The following certification shall be included if the
statement is filed pursuant to 240.13d-1(c): By signing below
I certify that, to the best of my knowledge and belief, the
securities referred to above 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.
Date January 12, 2012
Signature
Name/Title Michael James Gibson,
Managing Director,
Operations and Chief Compliance Officer
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative.
If the statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner
of the filing person, evidence of the representatives authority to
sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which
is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See
240.13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
Page 6 of 6 pages