-----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, DGxddcOeyqsbCbR2meQxCS1D/1SFWmjcelfCQV872DNtv7jlZBtL0DS1zWSiHrzZ J9fXXRpY1KFYqLoDznx+Mw== 0000950133-99-001427.txt : 19990421 0000950133-99-001427.hdr.sgml : 19990421 ACCESSION NUMBER: 0000950133-99-001427 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990420 GROUP MEMBERS: I.G. INVESTMENT MANAGEMENT, LTD. GROUP MEMBERS: INVESTORS CANADIAN SMALL CAP FUND GROUP MEMBERS: INVESTORS GROUP INC GROUP MEMBERS: INVESTORS GROUP TRUSTCO INC. GROUP MEMBERS: INVESTORS SPECIAL FUND GROUP MEMBERS: POOLED EQUITY FUND SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EVANS & SUTHERLAND COMPUTER CORP CENTRAL INDEX KEY: 0000276283 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 870278175 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-09904 FILM NUMBER: 99597682 BUSINESS ADDRESS: STREET 1: 600 KOMAS DR CITY: SALT LAKE CITY STATE: UT ZIP: 84108 BUSINESS PHONE: 8015881815 MAIL ADDRESS: STREET 1: 600 KOMAS DR CITY: SALT LAKE CITY STATE: UT ZIP: 84108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INVESTORS GROUP INC CENTRAL INDEX KEY: 0001074226 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 STATE OF INCORPORATION: A2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE CANADA CENTRE 447 PORTAGE AVENUE STREET 2: WINNIPEG MANITOBA CITY: WINNIPEG BUSINESS PHONE: 2049568444 MAIL ADDRESS: STREET 1: ONE CANADA CENTRE STREET 2: 447 PORTAGE AVENUE CITY: WINNIPEG STATE: A2 SC 13D 1 SCHEDULE 13D RE: EVANS SUTHERLAND COMPUTER CORP. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. __)* EVANS & SUTHERLAND COMPUTER CORPORATION (Name of Issuer) COMMON STOCK (Title of Class of Securities) 299096107 (CUSIP Number) EDWIN R. BUSS TREASURER, SECURITIES I.G. INVESTMENT MANAGEMENT, LTD. ONE CANADA CENTRE 447 PORTAGE AVENUE WINNIPEG, MANITOBA CANADA R3C 3B6 TELEPHONE: (204) 956-8240 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) SEPTEMBER 29, 1997 (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-7 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 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). 2 CUSIP NO. 299096107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Investors Canadian Small Cap Fund Reporting Person has no I.R.S. Identification Number 2. Check the Appropriate Box if a member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) 00 -- Funds from time to time committed to Investors Group Trust Co. Ltd. by Unitholders for investment in Units of the Fund. 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Manitoba, Canada Number of Shares 7. Sole Voting Power 0 Beneficially Owned 8. Shared Voting Power 256,640 by Each Reporting 9. Sole Dispositive Power 0 Person With 10. Shared Dispositive Power 256,640 11. Aggregate Amount Beneficially Owned by Each Reporting Person 256,640 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11): 2.8% 14. Type of Reporting Person (See Instructions) 00 (Open-end mutual fund trust governed by the laws of the Province of Manitoba, Canada) 2A 3 CUSIP NO. 299096107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Investors Special Fund Reporting Person has no I.R.S. Identification Number 2. Check the Appropriate Box if a member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) 00 -- Funds from time to time committed to Investors Group Trust Co. Ltd. by Unitholders for investment in Units of the Fund. 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Manitoba, Canada Number of Shares 7. Sole Voting Power 0 Beneficially Owned 8. Shared Voting Power 142,700 by Each Reporting 9. Sole Dispositive Power 0 Person With 10. Shared Dispositive Power 142,700 11. Aggregate Amount Beneficially Owned by Each Reporting Person 142,700 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11): 1.6% 14. Type of Reporting Person (See Instructions) 00 (Open-end mutual fund trust governed by the laws of the Province of Manitoba, Canada) 2B 4 CUSIP NO. 299096107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Pooled Equity Fund Reporting Person has no I.R.S. Identification Number 2. Check the Appropriate Box if a member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) 00 -- Funds from time to time committed to Investors Group Trust Co. Ltd. by Unitholders for investment in Units of the Fund. 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Manitoba, Canada Number of Shares 7. Sole Voting Power 0 Beneficially Owned 8. Shared Voting Power 54,260 by Each Reporting 9. Sole Dispositive Power 0 Person With 10. Shared Dispositive Power 54,260 11. Aggregate Amount Beneficially Owned by Each Reporting Person 54,260 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11): 0.6% 14. Type of Reporting Person (See Instructions) 00 (Open-end mutual fund trust governed by the laws of the Province of Manitoba, Canada) 2C 5 CUSIP NO. 299096107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). I.G. Investment Management, Ltd. Reporting Person has no I.R.S. Identification Number 2. Check the Appropriate Box if a member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) 00 -- Funds from time to time committed to Investors Group Trust Co. Ltd. by Unitholders of Investors Canadian Small Cap Fund, Investors Special Fund and Pooled Equity Fund for investment in Units of each of Investors Canadian Small Cap Fund, Investors Special Fund and Pooled Equity Fund, respectively. 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Canada Number of Shares 7. Sole Voting Power 0 Beneficially Owned 8. Shared Voting Power 453,600 by Each Reporting 9. Sole Dispositive Power 0 Person With 10. Shared Dispositive Power 453,600 11. Aggregate Amount Beneficially Owned by Each Reporting Person 453,600 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11): 5.0% 14. Type of Reporting Person (See Instructions) CO (Corporation governed by the Canada Business Corporations Act), IA (Canadian) 2D 6 CUSIP NO. 299096107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Investors Group Trust Co. Ltd. Reporting Person has no I.R.S. Identification Number. 2. Check the Appropriate Box if a member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) 00 -- Funds from time to time committed to Investors Group Trust Co. Ltd. by Unitholders of Investors Canadian Small Cap Fund, Investors Special Fund and Pooled Equity Fund for investment in Units of each of Investors Canadian Small Cap Fund, Investors Special Fund and Pooled Equity Fund, respectively. 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Manitoba, Canada Number of Shares 7. Sole Voting Power 0 Beneficially Owned 8. Shared Voting Power 453,600 by Each Reporting 9. Sole Dispositive Power 0 Person With 10. Shared Dispositive Power 453,600 11. Aggregate Amount Beneficially Owned by Each Reporting Person 453,600 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11): 5.0% 14. Type of Reporting Person (See Instructions) CO (Corporation governed by the Manitoba Corporations Act) 2E 7 CUSIP NO. 299096107 1. Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Investors Group Inc. Reporting Person has no I.R.S. Identification Number. 2. Check the Appropriate Box if a member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) 00 -- Funds from time to time committed to Investors Group Trust Co. Ltd. by Unitholders of Investors Canadian Small Cap Fund, Investors Special Fund and Pooled Equity Fund for investment in Units of each of Investors Canadian Small Cap Fund, Investors Special Fund and Pooled Equity Fund, respectively. 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Canada Number of Shares 7. Sole Voting Power 0 Beneficially Owned 8. Shared Voting Power 453,600 by Each Reporting 9. Sole Dispositive Power 0 Person With 10. Shared Dispositive Power 453,600 11. Aggregate Amount Beneficially Owned by Each Reporting Person 453,600 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11): 5.0% 14. Type of Reporting Person (See Instructions) CO (Corporation governed by the Canada Business Corporations Act), HC 2F 8 CUSIP NO. 299096107 1. Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Investors Group Trustco Inc. Reporting Person has no I.R.S. Identification Number. 2. Check the Appropriate Box if a member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) 00 -- Funds from time to time committed to Investors Group Trust Co. Ltd. by Unitholders of Investors Canadian Small Cap Fund, Investors Special Fund and Pooled Equity Fund for investment in Units of each of Investors Canadian Small Cap Fund, Investors Special Fund and Pooled Equity Fund, respectively. 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Canada Number of Shares 7. Sole Voting Power 0 Beneficially Owned 8. Shared Voting Power 453,600 by Each Reporting 9. Sole Dispositive Power 0 Person With 10. Shared Dispositive Power 453,600 11. Aggregate Amount Beneficially Owned by Each Reporting Person 453,600 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11): 5.0% 14. Type of Reporting Person (See Instructions) CO (Corporation governed by the Canada Business Corporations Act), HC 2G 9 - 3 - ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this statement on Schedule 13D relates is the Common Stock, $.20 par value (the "Common Stock" or the "Securities"), of Evans & Sutherland Computer Corporation, a Utah corporation (the "Issuer"). ITEM 2. IDENTITY AND BACKGROUND. This joint statement is filed by and on behalf of the following Reporting Persons signing this Schedule 13D and are hereafter referred to as the "Reporting Persons": Investors Group Inc. ("IGI"), Investors Group Trustco Inc. ("Trustco"), Investors Group Trust Co. Ltd. (the "Trustee"), I.G. Investment Management, Ltd. (the "Management Company"), and Investors Canadian Small Cap Fund, Investors Special Fund and Pooled Equity Fund (collectively, the "Funds"). All of the Reporting Persons have their principal places of business at: One Canada Centre 447 Portage Avenue Winnipeg, Manitoba R3C 3B6 IGI is a corporation formed under the Canada Business Corporations Act. It is a diversified-financial services holding company. Trustco is a corporation formed under the Canada Business Corporations Act. It is a holding company. The Management Company is a corporation formed under the Canada Business Corporations Act. It provides management services to the Funds. The Trustee is a corporation formed under the Manitoba Corporations Act. It is the trustee for the Unitholders of the Funds and serves as the trustee for other open-end mutual fund trusts organized and affiliated with IGI. The Funds are open-end mutual fund trusts of which the Unitholders are beneficiaries established in accordance with a Declaration of Trust under the laws of Manitoba, Canada. IGI owns 100% of the issued and outstanding Class A Common Shares of Trustco. Trustco owns 100% of the issued and outstanding Class A Common Shares of the Management Company. Trustco also owns, directly or indirectly, 100% of the issued and outstanding Common Shares of the Trustee. Trustco, the Management Company, the Trustee, and the Funds are all ultimately controlled by IGI through its ownership of 100% of the issued and outstanding Class A Common Shares of Trustco. Power Financial Corporation owns 67.4% of the common stock of Investors Group Inc. Power Corporation of Canada, of which Mr. Paul Desmarais controls 67.7% of the voting power, owns 67.5% of the common stock of Power Financial Corporation. Schedule 1 annexed hereto sets forth the name, principal occupation or employment and address of each of the executive officers and directors of IGI, Trustco, the Management Company, and the Trustee and is incorporated herein by reference. All such executive officers and directors are Canadian citizens except as indicated on Schedule 1. During the last five years, none of the Reporting Persons, nor to the best knowledge of any of them, any of the executive officers and directors listed on Schedule 1 hereto, has (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal (U.S.A.) or state securities laws or finding any violation with respect to such laws. 10 - 4 - ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Reporting Persons used an aggregate of approximately $11,275,068.83 to purchase the Issuer's Common Stock reported as beneficially owned in Item 5 below. The Issuer's Common Stock was purchased with funds of Unitholders of each Fund from time to time committed to the Trustee for investment in Units of the Fund. ITEM 4. PURPOSE OF TRANSACTION. The purpose of the acquisition of the subject 453,600 shares of the Issuer's Common Stock was and is for investment only with no view to acquire or otherwise exercise control of or over the Issuer. The Funds may from time to time purchase additional shares of the Issuer's Common Stock and/or may from time to time sell any or all shares of Common Stock owned. None of the Reporting Persons has any commitment or other obligation to purchase or sell any shares of Common Stock of the Issuer, and the Management Company will do so on behalf of the Funds based upon the investment policies established by the Trustee for each Fund and the general and specific market conditions and the perceived prospects for the Issuer and the Issuer's Common Stock. In addition, the investment policy of each Fund limits its holdings in the stock of any issuer to 10% of the Fund's assets and to not more than 10% of any issuer's issued and outstanding common stock. Other than as described above, none of the Reporting Persons has any present plans or proposals which relate to or would result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of the Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The aggregate number and percentage of Securities to which this Schedule 13D relates is 453,600 shares of Common Stock, representing 5.0% of the 9,046,546 shares of the Issuer's Common Stock outstanding, as reported as being outstanding in the Issuer's Form 10-Q for the quarter ended June 27, 1997. The Reporting Persons beneficially own those Securities as follows:
Shares of % of Common Class of Name Stock Common Stock ---- ----- ------------ Investors Group Inc. 453,600 5.0% Investors Group Trustco Inc. 453,600 5.0% Investors Group Trust Co. Ltd. 453,600 5.0% I.G. Investment Management, Ltd. 453,600 5.0% Investors Canadian Small Cap Fund 256,640 2.8% Investors Special Fund 142,700 1.6% Pooled Equity Fund 54,260 0.6%
(b) Under Sections 5.1 and 7.1 of the Declaration of Trust, the Trustee may be deemed to direct the disposition and voting of the shares of Issuer's Common Stock held by the Funds. However, IGI, Trustco, the Trustee and the Management Company may be deemed to beneficially own the subject 453,600 shares of the Issuer's Common Stock by virtue of the common officers and/or directors among IGI, Trustco, the Trustee and the Management Company, as indicated on Schedule I annexed hereto, and thus directly and indirectly share voting power and share dispositive power within the meaning of Rule 13d-3 under Section 13(d) of the Securities Exchange Act of 1934 with respect to the subject 453,600 shares of Issuer's Common Stock. (c) The table below sets forth purchases of the Issuer's Common Stock by the Reporting Persons during the last sixty days. All of such purchases were effected by the Management Company on the NASDAQ National Market System. 11 - 5 -
Approximate Price Per Share ($) Amount of Shares (exclusive of Date Of Common Stock commissions) August 8, 1997 1,000 $28.88 August 12, 1997 2,500 $28.88 August 13, 1997 1,500 $29.00 August 19, 1997 3,000 $29.00 September 12, 1997 3,500 $30.25 September 12, 1997 1,500 $30.25 September 17, 1997 4,600 $30.25 September 18, 1997 8,800 $30.50 September 18, 1997 100 $31.00 September 18, 1997 3,900 $30.50 September 18, 1997 100 $31.00 September 23, 1997 6,600 $31.55 September 24, 1997 5,000 $32.75 September 25, 1997 5,500 $32.50 September 26, 1997 2,000 $32.50 September 29, 1997 2,300 $32.86
(d) Each Fund has the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the Common Stock held by it. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Investors Group Trust Co. Ltd. is the Trustee of the Funds. The Funds themselves do not have any officers, although the Trust Declarations creating the Funds provide that officers can be appointed. The Trust Declarations for the Funds provide that the Trustee has the sole discretion to invest the assets of the Fund, vote portfolio securities, and borrow any money to the extent that the Trustee in its discretion deems necessary. The Trust Declarations further authorize the Trustee to retain a manager to carry out the investment function and expressly state that the Management Company is that manager unless and until replaced. Pursuant to an Investment Management and Service Agreement for each Fund, the Management Company provides each Fund with day-to-day administrative services and with investment management services respecting transactions in securities of issuers in which the Fund may invest. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following Exhibits A, B, C, D, E, F, G and H are attached hereto: Exhibit A: Joint Filing Agreement Exhibit B: Power of Attorney to Edwin R. Buss, James Fossen or David M. R. Cheop, as Attorney-in-Fact for Hugh Sanford Riley, President and Chief Executive Officer of Investors Group Inc. Exhibit C: Power of Attorney to Edwin R. Buss, James Fossen or David M. R. Cheop, as Attorney-in-Fact for Richard Elliott Archer, President of Investors Group Trustco Inc. Exhibit D: Power of Attorney to Edwin R. Buss, James Fossen or David M. R. Cheop, as Attorney-in-Fact for Wayne Stanley Walker, President and Chief Executive Officer of Investors Group Trust Co. Ltd. Exhibit E: Power of Attorney to Edwin R. Buss, James Fossen or David M. R. Cheop, as Attorney-in-Fact for Richard Elliott Archer, President of I.G. Investment Management, Ltd. 12 - 6 - Exhibit F: Power of Attorney to Edwin R. Buss, James Fossen or David M. R. Cheop, as Attorney-in-Fact for Wayne Stanley Walker, President and Chief Executive Officer of Investors Group Trust Co. Ltd., as Trustee for Investors Canadian Small Cap Fund Exhibit G: Power of Attorney to Edwin R. Buss, James Fossen or David M. R. Cheop, as Attorney-in-Fact for Wayne Stanley Walker, President and Chief Executive Officer of Investors Group Trust Co. Ltd., as Trustee for Investors Special Fund Exhibit H: Power of Attorney to Edwin R. Buss, James Fossen or David M. R. Cheop, as Attorney-in-Fact for Wayne Stanley Walker, President and Chief Executive Officer of Investors Group Trust Co. Ltd., as Trustee for Pooled Equity Fund 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. December 18, 1998 INVESTORS GROUP INC. By: /s/ Edwin R. Buss -------------------------------------- Edwin R. Buss, as Attorney-in-Fact for Hugh Sanford Riley, President and Chief Executive Officer of Investors Group Inc. December 18, 1998 INVESTORS GROUP TRUSTCO INC. By: /s/ Edwin R. Buss -------------------------------------- Edwin R. Buss, as Attorney-in-Fact for Richard Elliott Archer, President of Investors Group Trustco Inc. December 18, 1998 INVESTORS GROUP TRUST CO. LTD. By: /s/ Edwin R. Buss -------------------------------------- Edwin R. Buss, as Attorney-in-Fact for Wayne Stanley Walker, President and Chief Executive Officer Investors Group Trust Co. Ltd. December 18, 1998 I.G. INVESTMENT MANAGEMENT, LTD. By: /s/ Edwin R. Buss -------------------------------------- Edwin R. Buss, as Attorney-in-Fact for Richard Elliott Archer, President of I.G. Investment Management, Ltd. 13 December 18, 1998 INVESTORS CANADIAN SMALL CAP FUND By: /s/ Edwin R. Buss ---------------------------------------- Edwin R. Buss, as Attorney-in-Fact for Wayne Stanley Walker, President and Chief Executive Officer of Investors Group Trust Co. Ltd., as Trustee for Investors Canadian Small Cap Fund December 18, 1998 INVESTORS SPECIAL FUND By: /s/ Edwin R. Buss ---------------------------------------- Edwin R. Buss, as Attorney-in-Fact for Wayne Stanley Walker, President and Chief Executive Officer of Investors Group Trust Co. Ltd., as Trustee for Investors Special Fund December 18, 1998 POOLED EQUITY FUND By: /s/ Edwin R. Buss ---------------------------------------- Edwin R. Buss, as Attorney-in-Fact for Wayne Stanley Walker, President and Chief Executive Officer of Investors Group Trust Co. Ltd., as Trustee for Pooled Equity Fund 14 Schedule 1 The following sets forth certain information about directors and executive officers of Investors Group Inc., Investors Group Trustco Inc., Investors Group Trust Co. Ltd. and I.G. Investment Management, Ltd. - -------------------------------------------------------------------------------------------------------------------------- Name and Residence or Employment Address Present Principal Occupation or Office and Directorship(s) Held and Citizenship, if not a Canadian Employment; Name, Principal Business, and in Reporting Persons Citizen Address in Which Such Employment is Conducted (if Different from Business Address of Employer) - -------------------------------------------------------------------------------------------------------------------------- James W. Burns, O.C. Deputy Chairman Director 751 Victoria Square Power Corporation of Canada Investors Group Inc. Montreal, Quebec H2Y 2J3 (business) - -------------------------------------------------------------------------------------------------------------------------- Andre Desmarais President & Co-Chief Executive Officer Director 751 Victoria Square Power Corporation of Canada Investors Group Inc. Montreal, Quebec H2Y 2J3 (business) - -------------------------------------------------------------------------------------------------------------------------- Paul Desmarais, Jr. Chairman & Co-Chief Executive Officer Director 751 Victoria Square Power Corporation of Canada Investors Group Inc. Montreal, Quebec H2Y 2J3 (business) - -------------------------------------------------------------------------------------------------------------------------- Paul G. Desmarais, P.C., C.C. Chairman of the Executive Committee Director 751 Victoria Square Power Corporation of Canada Investors Group Inc. Montreal, Quebec H2Y 2J3 (business) - -------------------------------------------------------------------------------------------------------------------------- J. David A. Jackson Chairman Director 22nd Floor, P.O. Box 25 Blake, Cassels & Graydon Investors Group Inc. Commerce Court West Toronto, Ontario M5L 1A9 (business) - -------------------------------------------------------------------------------------------------------------------------- Wanda M. Dorosz President, Chief Executive Officer & Director 150 King Street West Managing Partner Investors Group Inc. Suite 1505, SunLife Tower Quorum Group of Companies P.O. Box 5 Toronto, Ontario M5H 1J9 (business) - -------------------------------------------------------------------------------------------------------------------------- Robert G. Graham Company Director Director 77 Avenue Road Investors Group Inc. Toronto, Ontario M5R 3R8 (business) - -------------------------------------------------------------------------------------------------------------------------- Robert Gratton President & Chief Executive Officer Director 751 Victoria Square Power Financial Corporation Investors Group Inc. Montreal, Quebec H2Y 2J3 (business) - -------------------------------------------------------------------------------------------------------------------------- Rt. Hon. Donald F. Mazankowski, P.C. Company Director Director P.O. Box 1350 Investors Group Inc. 5238 - 45 B. Avenue Vegreville, Alberta T9C 1S5 (business) - -------------------------------------------------------------------------------------------------------------------------- John S. McCallum Professor of Finance Director Drake Centre, Room 462 Faculty of Management Investors Group Inc. Winnipeg, Manitoba University of Manitoba R3T 2N2 (business) Director Investors Group Trust Co. Ltd. - -------------------------------------------------------------------------------------------------------------------------- Roy W. Piper Self-employed farmer Director Box 160 Investors Group Inc. Elrose, Saskatchewan S0L 0Z0 (business) - --------------------------------------------------------------------------------------------------------------------------
15 - -------------------------------------------------------------------------------------------------------------------------- Susan Sherk Senior Consultant Director Bonaventure Place AGRA Earth & Environmental Investors Group Inc. 95 Bonaventure Avenue P.O. Box 2035, Station C St. John's, Newfoundland A1C 5R6 (business) - -------------------------------------------------------------------------------------------------------------------------- Hon. P. Michael Pitfield, P.C., Q.C. Vice-Chairman Director 751 Victoria Square Power Corporation of Canada Investors Group Inc. Montreal, Quebec H2Y 2J3 (business) - -------------------------------------------------------------------------------------------------------------------------- Michel Plessis-Belair, F.C.A. Vice-Chairman & Chief Financial Officer Director 751 Victoria Square Power Corporation of Canada Investors Group Inc. Montreal, Quebec H2Y 2J3 (business) - -------------------------------------------------------------------------------------------------------------------------- Gerard Veilleux, O.C., D.U. President Director 751 Victoria Square Power Communications Inc. Investors Group Inc. Montreal, Quebec H2Y 2J3 (business) - -------------------------------------------------------------------------------------------------------------------------- Hugh Sanford Riley President & Chief Executive Officer and President & Chief Executive 447 Portage Avenue Director Officer and Director Winnipeg, Manitoba Investors Group Inc. Investors Group Inc. Canada R3C 3B6 (business) Director Director Investors Group Trust Co. Ltd. Investors Group Trust Co. Ltd. Chairman of the Board and Director Chairman of the Board and I.G. Investment Management, Ltd. Director I.G. Investment Management, Ltd. Director Investors Group Trustco Inc. Director Investors Group Trustco Inc. - -------------------------------------------------------------------------------------------------------------------------- Michael A. Miller Executive Vice-President, Products and Executive Vice-President, 447 Portage Avenue Distribution Products and Distribution Winnipeg, Manitoba Investors Group Inc. Investors Group Inc. R3C 3B6 (business) - -------------------------------------------------------------------------------------------------------------------------- Richard Elliott Archer Executive Vice-President, Investments Executive Vice-President, 447 Portage Avenue Investors Group Inc. Investments Winnipeg, Manitoba Investors Group Inc. Canada Director R3C 3B6 (business) Investors Group Trust Co. Ltd. Director Investors Group Trust Co. Ltd. President and Director I.G. Investment Management, Ltd. President and Director I.G. Investment Management, Ltd. Director and President Investors Group Trustco Inc. Director and President Investors Group Trustco Inc. - --------------------------------------------------------------------------------------------------------------------------
16 - -------------------------------------------------------------------------------------------------------------------------- Dale Alwyn George Parkinson Executive Vice-President Executive Vice-President 447 Portage Avenue Investors Group Inc. Investors Group Inc. Winnipeg, Manitoba Canada Chairman of the Board and Director Chairman of the Board and R3C 3B6 (business) Investors Group Trust Co. Ltd. Director Investors Group Trust Co. Ltd. Director Director I.G. Investment Management, Ltd. I.G. Investment Management, Ltd. Director and Chairman Director and Chairman Investors Group Trustco Inc. Investors Group Trustco Inc. - -------------------------------------------------------------------------------------------------------------------------- W. Gary Wilton Executive Vice-President, Client and Executive Vice-President, Client 447 Portage Avenue Information Services and Information Services Winnipeg, Manitoba Investors Group Inc. Investors Group Inc. R3C 3B6 (business) - -------------------------------------------------------------------------------------------------------------------------- William Terrence Wright, Q.C. Senior Vice-President, General Counsel & Senior Vice-President, General 447 Portage Avenue Secretary Counsel & Secretary Winnipeg, Manitoba Investors Group Inc. Investors Group Inc. R3C 3B6 (business) Vice President and General Counsel Vice President and General Investors Group Trust Co. Ltd. Counsel Investors Group Trust Co. Ltd. Director, Senior Vice-President, General Counsel & Secretary Director, Senior Vice-President, Investors Group Trustco Inc. General Counsel & Secretary Investors Group Trustco Inc. - -------------------------------------------------------------------------------------------------------------------------- Gregory D. Tretiak Senior Vice-President, Finance Senior Vice-President, Finance 447 Portage Avenue Investors Group Inc. Investors Group Inc. Winnipeg, Manitoba R3C 3B6 (business) Senior Vice-President, Finance Senior Vice-President, Finance Investors Group Trustco Inc. Investors Group Trustco Inc. - -------------------------------------------------------------------------------------------------------------------------- Jean-Guy Gourdeau Senior Vice-President, Strategic Senior Vice-President, Strategic 447 Portage Avenue Initiatives Initiatives Winnipeg, Manitoba Investors Group Inc. Investors Group Inc. R3C 3B6 (business) - -------------------------------------------------------------------------------------------------------------------------- Sandra A. Metraux Senior Vice-President, Marketing Senior Vice-President, Marketing 447 Portage Avenue Investors Group Inc. Investors Group Inc. Winnipeg, Manitoba R3C 3B6 (business) Vice-President, Marketing Vice-President, Marketing Investors Group Trustco Inc. Investors Group Trustco Inc. Citizen of the United States of America - -------------------------------------------------------------------------------------------------------------------------- Kevin E. Regan Senior Vice-President, Sales Senior Vice-President, Sales 447 Portage Avenue Investors Group Inc. Investors Group Inc. Winnipeg, Manitoba R3C 3B6 (business) Vice-President, Sales Administration Vice-President, Sales Investors Group Trustco Inc. Administration Investors Group Trustco Inc. - -------------------------------------------------------------------------------------------------------------------------- Glen A. Torgerson Senior Vice-President, Sales Senior Vice-President, Sales 447 Portage Avenue Investors Group Inc. Investors Group Inc. Winnipeg, Manitoba R3C 3B6 (business) Vice-President, Sales Vice-President, Sales Investors Group Trustco Inc. Investors Group Trustco Inc. - --------------------------------------------------------------------------------------------------------------------------
17 - -------------------------------------------------------------------------------------------------------------------------- Scott A. Penman Senior Vice-President, Equities Senior Vice-President, Equities 447 Portage Avenue Investors Group Inc. Investors Group Inc. Winnipeg, Manitoba R3C 3B6 (business) Executive Vice-President and Director Executive Vice-President and I.G. Investment Management, Ltd. Director I.G. Investment Management, Ltd. - -------------------------------------------------------------------------------------------------------------------------- Alan Brownridge Senior Vice-President, Bonds Senior Vice-President, Bonds 447 Portage Avenue Investors Group Inc. Investors Group Inc. Winnipeg, Manitoba R3C 3B6 (business) Senior Vice-President, Bonds Senior Vice-President, Bonds I.G. Investment Management, Ltd. I.G. Investment Management, Ltd. - -------------------------------------------------------------------------------------------------------------------------- Robert G. Darling Senior Vice-President, Securities Senior Vice-President, 447 Portage Avenue Investors Group Inc. Securities Winnipeg, Manitoba Investors Group Inc. R3C 3B6 (business) Vice-President Investors Group Trust Co. Ltd. Vice-President Investors Group Trust Co. Ltd. Senior Vice-President, Securities and Director Senior Vice-President, I.G. Investment Management, Ltd. Securities and Director I.G. Investment Management, Ltd. - -------------------------------------------------------------------------------------------------------------------------- Domenic Grestoni Senior Vice-President, Corporate Senior Vice-President, Corporate 447 Portage Avenue Investments Investments Winnipeg, Manitoba Investors Group Inc. Investors Group Inc. R3C 3B6 (business) Vice-President, Corporate Investments Vice-President, Corporate Investors Group Trustco Inc. Investments Investors Group Trustco Inc. Assistant Secretary Investors Group Trust Co. Ltd. Assistant Secretary Investors Group Trust Co. Ltd. Senior Vice-President, Corporate Investments Senior Vice-President, Corporate I.G. Investment Management, Ltd. Investments I.G. Investment Management, Ltd. - -------------------------------------------------------------------------------------------------------------------------- Brian C. Weatherby Senior Vice-President, Taxation Senior Vice-President, Taxation 447 Portage Avenue Investors Group Inc. Investors Group Inc. Winnipeg, Manitoba R3C 3B6 (business) Vice-President, Taxation Vice-President, Taxation Investors Group Trustco Inc. Investors Group Trustco Inc. - -------------------------------------------------------------------------------------------------------------------------- Murray Kilfoyle Senior Vice-President, Client Services Senior Vice-President, Client 447 Portage Avenue Investors Group Inc. Services Winnipeg, Manitoba Investors Group Inc. R3C 3B6 (business) Vice-President, Client Administration Investors Group Inc. Vice-President, Client Administration Investors Group Inc. - -------------------------------------------------------------------------------------------------------------------------- Charles W. Whelan Senior Vice-President, Property Senior Vice-President, Property 447 Portage Avenue Investors Group Inc. Investors Group Inc. Winnipeg, Manitoba R3C 3B6 (business) Senior Vice-President, Property and Senior Vice-President, Property Director and Director I.G. Investment Management, Ltd. I.G. Investment Management, Ltd. - --------------------------------------------------------------------------------------------------------------------------
18 - -------------------------------------------------------------------------------------------------------------------------- Ronald D. Saull Senior Vice-President and Chief Senior Vice-President and Chief 447 Portage Avenue Information Officer Information Officer Winnipeg, Manitoba Investors Group Inc. Investors Group Inc. R3C 3B6 (business) - -------------------------------------------------------------------------------------------------------------------------- Donna L. Janovcik Assistant Secretary Assistant Secretary 447 Portage Avenue Investors Group Inc. Investors Group Inc. Winnipeg, Manitoba R3C 3B6 (business) Assistant Secretary Assistant Secretary Investors Group Trustco Inc. Investors Group Trustco Inc. - -------------------------------------------------------------------------------------------------------------------------- Richard W. Irish Associate Secretary Associate Secretary 447 Portage Avenue Investors Group Inc. Investors Group Inc. Winnipeg, Manitoba R3C 3B6 (business) - -------------------------------------------------------------------------------------------------------------------------- Wayne Stanley Walker Senior Officer Senior Officer 447 Portage Avenue Investors Group Inc. Investors Group Inc. Winnipeg, Manitoba Canada President, Chief Executive Officer and President, Chief Executive R3C 3B6 (business) Director Officer and Director Investors Group Trust Co. Ltd. Investors Group Trust Co. Ltd. - -------------------------------------------------------------------------------------------------------------------------- Honourable Otto Lang, P.C., Q.C. Chief Executive Officer Director 570 - 444 St. Mary Avenue Centra Gas Investors Group Trust Co. Ltd. Winnipeg, Manitoba R3C 3T1 (business) - -------------------------------------------------------------------------------------------------------------------------- Sterling James McLeod Retired Director 447 Portage Avenue Investors Group Trust Co. Ltd. Winnipeg, Manitoba Canada R3C 3B6 (business) - -------------------------------------------------------------------------------------------------------------------------- D.A.A. Ammeter Vice President, Financial Planning Vice President, Financial 447 Portage Avenue Investors Group Trustco Inc. Planning Winnipeg, Manitoba Investors Group Trustco Inc. Canada R3C 3B6 (business) - -------------------------------------------------------------------------------------------------------------------------- J. Wiltshire Vice President, Marketing Investment Vice President, Marketing 447 Portage Avenue Products Investment Products Winnipeg, Manitoba Investors Group Trustco Inc. Investors Group Trustco Inc. Canada R3C 3B6 (business) - -------------------------------------------------------------------------------------------------------------------------- S. Fitzhenry Vice President, Product Marketing Vice President, Product 447 Portage Avenue Investors Group Trustco Inc. Marketing Winnipeg, Manitoba Investors Group Trustco Inc. Canada R3C 3B6 (business) - -------------------------------------------------------------------------------------------------------------------------- L. Perreault Vice President, Communications Vice President, 447 Portage Avenue Investors Group Trustco Inc. Communications Winnipeg, Manitoba Investors Group Trustco Inc. Canada R3C 3B6 (business) - -------------------------------------------------------------------------------------------------------------------------- Brian Victor Jones Vice President, Client Services Vice President, Client Services 447 Portage Avenue Investors Group Trustco Inc. Investors Group Trustco Inc. Winnipeg, Manitoba Canada Vice-President Vice-President R3C 3B6 (business) Investors Group Trust Co. Ltd. Investors Group Trust Co. Ltd. - -------------------------------------------------------------------------------------------------------------------------- J.B. McKay Vice President, Human Resources Vice President, Human Resources 447 Portage Avenue Investors Group Trustco Inc. Investors Group Trustco Inc. Winnipeg, Manitoba Canada R3C 3B6 (business) - --------------------------------------------------------------------------------------------------------------------------
19 - -------------------------------------------------------------------------------------------------------------------------- A.J. Knowles Vice President, Training and Development Vice President, 447 Portage Avenue Investors Group Trustco Inc. Training and Development Winnipeg, Manitoba Investors Group Trustco Inc. Canada R3C 3B6 (business) - -------------------------------------------------------------------------------------------------------------------------- J. Hunek Vice President, Application Development Vice President, Application 447 Portage Avenue Services Development Services Winnipeg, Manitoba Investors Group Trustco Inc. Investors Group Trustco Inc. Canada R3C 3B6 (business) - -------------------------------------------------------------------------------------------------------------------------- Rod DeVos Vice President, Financial Services Systems Vice President, 447 Portage Avenue Investors Group Trustco Inc. Financial Services Systems Winnipeg, Manitoba Investors Group Trustco Inc. Canada R3C 3B6 (business) - -------------------------------------------------------------------------------------------------------------------------- Robert C. Murdoch Vice President, Sales Automation Vice President, Sales 447 Portage Avenue Investors Group Trustco Inc. Automation Winnipeg, Manitoba Investors Group Trustco Inc. Canada R3C 3B6 (business) - -------------------------------------------------------------------------------------------------------------------------- David Cheop, Q.C. Vice President, Corporate Compliance Vice President, Corporate 447 Portage Avenue Investors Group Trustco Inc. Compliance Winnipeg, Manitoba Investors Group Trustco Inc. Canada R3C 3B6 (business) - -------------------------------------------------------------------------------------------------------------------------- Craig Johnston Vice President, Internal Audit Vice President, 447 Portage Avenue Investors Group Trustco Inc. Internal Audit Winnipeg, Manitoba Investors Group Trustco Inc. Canada R3C 3B6 (business) - -------------------------------------------------------------------------------------------------------------------------- Douglas E. Jones Assistant Secretary Assistant Secretary 447 Portage Avenue Investors Group Trustco Inc. Investors Group Trustco Inc. Winnipeg, Manitoba Canada R3C 3B6 (business) - -------------------------------------------------------------------------------------------------------------------------- Donald J. MacDonald Assistant Secretary Assistant Secretary 447 Portage Avenue Investors Group Trustco Inc. Investors Group Trustco Inc. Winnipeg, Manitoba Canada R3C 3B6 (business) - -------------------------------------------------------------------------------------------------------------------------- Betty Jane Wylie Author Director R.R. #1 Investors Group Trust Co. Ltd. Mactier, Ontario P0C 1H0 - -------------------------------------------------------------------------------------------------------------------------- Jean-Claude Bachand Lawyer Director Suite 3900 Byers Casgrain Investors Group Trust Co. Ltd. 1, Place Ville-Marie Montreal, Quebec H3B 4M7 (business) - -------------------------------------------------------------------------------------------------------------------------- Roger George Joseph Blanchette Treasurer Treasurer 447 Portage Avenue Investors Group Trustco Inc. Investors Group Trustco Inc. Winnipeg, Manitoba Canada Vice-President and Treasurer Vice-President and Treasurer R3C 3B6 (business) Investors Group Trust Co. Ltd. Investors Group Trust Co. Ltd. - --------------------------------------------------------------------------------------------------------------------------
20 - -------------------------------------------------------------------------------------------------------------------------- Audrey Joan Penner Assistant Secretary Assistant Secretary 447 Portage Avenue Investors Group Trustco Inc. Investors Group Trustco Inc. Winnipeg, Manitoba Canada Secretary Secretary R3C 3B6 (business) Investors Group Trust Co. Ltd. Investors Group Trust Co. Ltd. - -------------------------------------------------------------------------------------------------------------------------- William Donald Chornous Vice-President, Portfolio Manager Vice-President, Portfolio 447 Portage Avenue I.G. Investment Management, Ltd. Manager Winnipeg, Manitoba I.G. Investment Management, Canada Ltd. R3C 3B6 (business) - -------------------------------------------------------------------------------------------------------------------------- Tighe Alan McManus Vice-President, Portfolio Manager Vice-President, Portfolio 447 Portage Avenue I.G. Investment Management, Ltd. Manager Winnipeg, Manitoba I.G. Investment Management, Canada Ltd. R3C 3B6 (business) - -------------------------------------------------------------------------------------------------------------------------- Geoff Barth Vice-President, Portfolio Manager Vice-President, Portfolio 447 Portage Avenue I.G. Investment Management, Ltd. Manager Winnipeg, Manitoba I.G. Investment Management, Canada Ltd. R3C 3B6 (business) - -------------------------------------------------------------------------------------------------------------------------- Paul Hancock Vice-President, Portfolio Manager Vice-President, Portfolio 447 Portage Avenue I.G. Investment Management, Ltd. Manager Winnipeg, Manitoba I.G. Investment Management, Canada Ltd. R3C 3B6 (business) - -------------------------------------------------------------------------------------------------------------------------- Jeff Hall Vice-President, Portfolio Manager Vice-President, Portfolio 447 Portage Avenue I.G. Investment Management, Ltd. Manager Winnipeg, Manitoba I.G. Investment Management, Canada Ltd. R3C 3B6 (business) - -------------------------------------------------------------------------------------------------------------------------- Donald Bruce Smith Vice-President, Mortgages Vice-President, Mortgages 447 Portage Avenue I.G. Investment Management, Ltd. I.G. Investment Management, Winnipeg, Manitoba Ltd. Canada R3C 3B6 (business) - -------------------------------------------------------------------------------------------------------------------------- Murray James Mitchell Vice-President, Real Estate and Portfolio Vice-President, Real Estate and 447 Portage Avenue Manager Portfolio Manager Winnipeg, Manitoba I.G. Investment Management, Ltd. I.G. Investment Management, Canada Ltd. R3C 3B6 (business) - -------------------------------------------------------------------------------------------------------------------------- Michele Helen Peterson Vice-President, Mortgages, Ontario Region Vice-President, Mortgages, Suite 210 I.G. Investment Management, Ltd. Ontario Region 200 Yorkland Blvd I.G. Investment Management, Toronto ON Ltd. M2J 5C1 - -------------------------------------------------------------------------------------------------------------------------- Edwin Reinhold Buss Treasurer- Securities Treasurer- Securities 447 Portage Avenue I.G. Investment Management, Ltd. I.G. Investment Management, Winnipeg, Manitoba Ltd. Canada R3C 3B6 (business) - -------------------------------------------------------------------------------------------------------------------------- Allister Lawson Gunson Assistant Secretary Assistant Secretary 447 Portage Avenue Investors Group Trust Co. Ltd. Investors Group Trust Co. Ltd. Winnipeg, Manitoba Canada Assistant Secretary Assistant Secretary R3C 3B6 (business) Investors Group Trustco Inc. Investors Group Trustco Inc. Assistant Secretary Assistant Secretary I.G. Investment Management, Ltd. I.G. Investment Management, Ltd. - --------------------------------------------------------------------------------------------------------------------------
21 Exhibit A Joint Filing Agreement ---------------------- In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, $.20 par value, of Evans & Sutherland Computer Corporation, and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 18th day of December, 1998. INVESTORS GROUP INC. By: /s/ Edwin R. Buss ----------------------------------------------- Edwin R. Buss, as Attorney-in-Fact for Hugh Sanford Riley, President and Chief Executive Officer of Investors Group Inc. INVESTORS GROUP TRUSTCO INC. By: /s/ Edwin R. Buss ----------------------------------------------- Edwin R. Buss, as Attorney-in-Fact for Richard Elliott Archer, President of Investors Group Trustco Inc. INVESTORS GROUP TRUST CO. LTD. By: /s/ Edwin R. Buss ----------------------------------------------- Edwin R. Buss, as Attorney-in-Fact for Wayne Stanley Walker, President and Chief Executive Officer Investors Group Trust Co. Ltd. I.G. INVESTMENT MANAGEMENT, LTD. By: /s/ Edwin R. Buss ----------------------------------------------- Edwin R. Buss, as Attorney-in-Fact for Richard Elliott Archer, President of I.G. Investment Management, Ltd. 22 INVESTORS CANADIAN SMALL CAP FUND By: /s/ Edwin R. Buss ----------------------------------------------- Edwin R. Buss, as Attorney-in-Fact for Wayne Stanley Walker, President and Chief Executive Officer of Investors Group Trust Co. Ltd., as Trustee for Investors Canadian Small Cap Fund INVESTORS SPECIAL FUND By: /s/ Edwin R. Buss ----------------------------------------------- Edwin R. Buss, as Attorney-in-Fact for Wayne Stanley Walker, President and Chief Executive Officer of Investors Group Trust Co. Ltd., as Trustee for Investors Special Fund POOLED EQUITY FUND By: /s/ Edwin R. Buss ----------------------------------------------- Edwin R. Buss, as Attorney-in-Fact for Wayne Stanley Walker, President and Chief Executive Officer of Investors Group Trust Co. Ltd., as Trustee for Pooled Equity Fund 23 Exhibit B Power of Attorney ----------------- KNOW ALL MEN BY THESE PRESENTS, THAT I, Hugh Sanford Riley, President and Chief Executive Officer of Investors Group Inc., have made, constituted and appointed, and by these presents do make, constitute and appoint, Edwin R. Buss, James Fossen or David M.R. Cheop, and any one of them acting separately, my true and lawful attorneys for me and in my name, place and stead solely for the purpose of executing, filing or delivering on behalf of Investors Group Inc. any and all statements on Schedule 13D under the Securities Exchange Act of 1934, and any amendments thereof and any filing agreement relating thereto, giving and granting unto said attorneys full power and authority to do and perform all and every such act as fully, to all intents and purposes, as I might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that said attorneys or their substitute shall lawfully do or cause to be done by virtue hereof. This instrument may not be changed orally. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 4th day of December, 1998. /s/ Hugh Sanford Riley --------------------------------------- Hugh Sanford Riley BE IT KNOWN, that on this 4th day of December, 1998, before me Douglas E. Jones, a Notary Public in and for the Province of Manitoba, duly commissioned and sworn, personally came and appeared Hugh Sanford Riley, to me known, and known to me to be the same person described in and who executed the Power of Attorney, and acknowledged the within Power of Attorney to be his act and deed. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal of office, the day and year last above written. /s/ Douglas E. Jones --------------------------------------- Notary Public 24 Exhibit C Power of Attorney ----------------- KNOW ALL MEN BY THESE PRESENTS, THAT I, Richard Elliot Archer, President of Investors Group Trustco Inc., have made, constituted and appointed, and by these presents do make, constitute and appoint, Edwin R. Buss, James Fossen or David M.R. Cheop, and any one of them acting separately, my true and lawful attorneys for me and in my name, place and stead solely for the purpose of executing, filing or delivering on behalf of Investors Group Trustco Inc. any and all statements on Schedule 13D under the Securities Exchange Act of 1934, and any amendments thereof and any filing agreement relating thereto, giving and granting unto said attorneys full power and authority to do and perform all and every such act as fully, to all intents and purposes, as I might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that said attorneys or their substitute shall lawfully do or cause to be done by virtue hereof. This instrument may not be changed orally. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 4th day of December, 1998. /s/ Richard Elliot Archer --------------------------------------- Richard Elliot Archer BE IT KNOWN, that on this 4th day of December, 1998, before me Douglas E. Jones, a Notary Public in and for the Province of Manitoba, duly commissioned and sworn, personally came and appeared Richard Elliot Archer, to me known, and known to me to be the same person described in and who executed the Power of Attorney, and acknowledged the within Power of Attorney to be his act and deed. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal of office, the day and year last above written. /s/ Douglas E. Jones --------------------------------------- Notary Public 25 Exhibit D Power of Attorney ----------------- KNOW ALL MEN BY THESE PRESENTS, THAT I, Wayne Stanley Walker, President and Chief Executive Officer of Investors Group Trust Co. Ltd., have made, constituted and appointed, and by these presents do make, constitute and appoint, Edwin R. Buss, James Fossen or David M.R. Cheop, and any one of them acting separately, my true and lawful attorneys for me and in my name, place and stead solely for the purpose of executing, filing or delivering on behalf of Investors Group Trust Co. Ltd. any and all statements on Schedule 13D under the Securities Exchange Act of 1934, and any amendments thereof and any filing agreement relating thereto, giving and granting unto said attorneys full power and authority to do and perform all and every such act as fully, to all intents and purposes, as I might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that said attorneys or their substitute shall lawfully do or cause to be done by virtue hereof. This instrument may not be changed orally. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 4th day of December, 1998. /s/ Wayne Stanley Walker --------------------------------------- Wayne Stanley Walker BE IT KNOWN, that on this 4th day of December, 1998, before me Douglas E. Jones, a Notary Public in and for the Province of Manitoba, duly commissioned and sworn, personally came and appeared Wayne Stanley Walker, to me known, and known to me to be the same person described in and who executed the Power of Attorney, and acknowledged the within Power of Attorney to be his act and deed. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal of office, the day and year last above written. /s/ Douglas E. Jones --------------------------------------- Notary Public 26 Exhibit E Power of Attorney ----------------- KNOW ALL MEN BY THESE PRESENTS, THAT I, Richard Elliot Archer, President of I.G. Investment Management, Ltd., have made, constituted and appointed, and by these presents do make, constitute and appoint, Edwin R. Buss, James Fossen or David M.R. Cheop, and any one of them acting separately, my true and lawful attorneys for me and in my name, place and stead solely for the purpose of executing, filing or delivering on behalf of I.G. Investment Management, Ltd. any and all statements on Schedule 13D under the Securities Exchange Act of 1934, and any amendments thereof and any filing agreement relating thereto, giving and granting unto said attorneys full power and authority to do and perform all and every such act as fully, to all intents and purposes, as I might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that said attorneys or their substitute shall lawfully do or cause to be done by virtue hereof. This instrument may not be changed orally. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 4th day of December, 1998. /s/ Richard Elliot Archer --------------------------------------- Richard Elliot Archer BE IT KNOWN, that on this 4th day of December, 1998, before me Douglas E. Jones, a Notary Public in and for the Province of Manitoba, duly commissioned and sworn, personally came and appeared Richard Elliot Archer, to me known, and known to me to be the same person described in and who executed the Power of Attorney, and acknowledged the within Power of Attorney to be his act and deed. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal of office, the day and year last above written. /s/ Douglas E. Jones --------------------------------------- Notary Public 27 Exhibit F Power of Attorney ----------------- KNOW ALL MEN BY THESE PRESENTS, THAT I, Wayne Stanley Walker, President and Chief Executive Officer of Investors Group Trust Co. Ltd., as Trustee for Investors Canadian Small Cap Fund, have made, constituted and appointed, and by these presents do make, constitute and appoint, Edwin R. Buss, James Fossen or David M.R. Cheop, and any one of them acting separately, my true and lawful attorneys for me and in my name, place and stead solely for the purpose of executing, filing or delivering on behalf of Investors Canadian Small Cap Fund any and all statements on Schedule 13D under the Securities Exchange Act of 1934, and any amendments thereof and any filing agreement relating thereto, giving and granting unto said attorneys full power and authority to do and perform all and every such act as fully, to all intents and purposes, as I might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that said attorneys or their substitute shall lawfully do or cause to be done by virtue hereof. This instrument may not be changed orally. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 4th day of December, 1998. /s/ Wayne Stanley Walker --------------------------------------- Wayne Stanley Walker BE IT KNOWN, that on this 4th day of December, 1998, before me Douglas E. Jones, a Notary Public in and for the Province of Manitoba, duly commissioned and sworn, personally came and appeared Wayne Stanley Walker, to me known, and known to me to be the same person described in and who executed the Power of Attorney, and acknowledged the within Power of Attorney to be his act and deed. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal of office, the day and year last above written. /s/ Douglas E. Jones --------------------------------------- Notary Public 28 Exhibit G Power of Attorney ----------------- KNOW ALL MEN BY THESE PRESENTS, THAT I, Wayne Stanley Walker, President and Chief Executive Officer of Investors Group Trust Co. Ltd., as Trustee for Investors Special Fund, have made, constituted and appointed, and by these presents do make, constitute and appoint, Edwin R. Buss, James Fossen or David M.R. Cheop, and any one of them acting separately, my true and lawful attorneys for me and in my name, place and stead solely for the purpose of executing, filing or delivering on behalf of Investors Special Fund any and all statements on Schedule 13D under the Securities Exchange Act of 1934, and any amendments thereof and any filing agreement relating thereto, giving and granting unto said attorneys full power and authority to do and perform all and every such act as fully, to all intents and purposes, as I might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that said attorneys or their substitute shall lawfully do or cause to be done by virtue hereof. This instrument may not be changed orally. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 4th day of December, 1998. /s/ Wayne Stanley Walker --------------------------------------- Wayne Stanley Walker BE IT KNOWN, that on this 4th day of December, 1998, before me Douglas E. Jones, a Notary Public in and for the Province of Manitoba, duly commissioned and sworn, personally came and appeared Wayne Stanley Walker, to me known, and known to me to be the same person described in and who executed the Power of Attorney, and acknowledged the within Power of Attorney to be his act and deed. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal of office, the day and year last above written. /s/ Douglas E. Jones --------------------------------------- Notary Public 29 Exhibit H Power of Attorney ----------------- KNOW ALL MEN BY THESE PRESENTS, THAT I, Wayne Stanley Walker, President and Chief Executive Officer of Investors Group Trust Co. Ltd., as Trustee for Pooled Equity Fund, have made, constituted and appointed, and by these presents do make, constitute and appoint, Edwin R. Buss, James Fossen or David M.R. Cheop, and any one of them acting separately, my true and lawful attorneys for me and in my name, place and stead solely for the purpose of executing, filing or delivering on behalf of Pooled Equity Fund any and all statements on Schedule 13D under the Securities Exchange Act of 1934, and any amendments thereof and any filing agreement relating thereto, giving and granting unto said attorneys full power and authority to do and perform all and every such act as fully, to all intents and purposes, as I might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that said attorneys or their substitute shall lawfully do or cause to be done by virtue hereof. This instrument may not be changed orally. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 4th day of December, 1998. /s/ Wayne Stanley Walker --------------------------------------- Wayne Stanley Walker BE IT KNOWN, that on this 4th day of December, 1998, before me Douglas E. Jones, a Notary Public in and for the Province of Manitoba, duly commissioned and sworn, personally came and appeared Wayne Stanley Walker, to me known, and known to me to be the same person described in and who executed the Power of Attorney, and acknowledged the within Power of Attorney to be his act and deed. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal of office, the day and year last above written. /s/ Douglas E. Jones --------------------------------------- Notary Public -----END PRIVACY-ENHANCED MESSAGE-----