-----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, P1mvMXvNFtnB9DbUCYtJRFbGZdw0C4/2xKQx4RYZbwE52PgFJA1Rpyexx+AwTUXX HPsC/7w9gG/kHjNjkCGSKQ== 0000891554-99-000287.txt : 19990217 0000891554-99-000287.hdr.sgml : 19990217 ACCESSION NUMBER: 0000891554-99-000287 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MDC COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000876883 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 000000000 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-53561 FILM NUMBER: 99541769 BUSINESS ADDRESS: STREET 1: 45 HAZELTON AVE CITY: TORONTO ONTARIO CANA STATE: A6 MAIL ADDRESS: STREET 1: 45 HAZELTON AVE CITY: TORONTO ONTARIO STATE: A6 FORMER COMPANY: FORMER CONFORMED NAME: MDC CORPORATION DATE OF NAME CHANGE: 19950419 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RI INVESTMENT MANAGEMENT HOLDINGS INC CENTRAL INDEX KEY: 0001055746 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ROYAL TRUST TOWERS STREET 2: DOMINION CENTRE 77 KING ST STE 3900 CITY: TORONTO STATE: A8 ZIP: 00000 SC 13G 1 SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 MDC Communications Corporation (Name of Issuer) Class A Subordinate Voting (Title of Class of Securities) 55267W309 (CUSIP Number) December 31, 1998 (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). * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 55367W309 13G Page 2 of 15 Pages ________________________________________________________________________________ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Royal Bank Investment Management Inc. ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION The jurisdiction of organization is Canada (federally incorporated company) ________________________________________________________________________________ 5. SOLE VOTING POWER NUMBER OF _________________________________________________________________ SHARES 6. SHARED VOTING POWER BENEFICIALLY OWNED BY EACH N/A REPORTING _________________________________________________________________ PERSON WITH 7. SOLE DISPOSITIVE POWER _________________________________________________________________ 8. SHARED DISPOSITIVE POWER N/A ________________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON N/A ________________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 N/A (less than 5%) ________________________________________________________________________________ 12. TYPE OF REPORTING PERSON* Foreign Investment Adviser which received SEC no-action relief to file on Schedule 13G as a "Qualified Institutional Investor" ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 55267W309 13G Page 3 of 15 Pages ________________________________________________________________________________ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RT Investment Management Holdings Inc. ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION The jurisdiction of organization is Canada (federally incorporated company) ________________________________________________________________________________ 5. SOLE VOTING POWER NUMBER OF _________________________________________________________________ SHARES 6. SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 997,028 REPORTING _________________________________________________________________ PERSON WITH 7. SOLE DISPOSITIVE POWER _________________________________________________________________ 8. SHARED DISPOSITIVE POWER 997,028 ________________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 997,028 ________________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A [_] ________________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.34% ________________________________________________________________________________ 12. TYPE OF REPORTING PERSON* Foreign Parent Holding Company which received SEC no-action relief to file on Schedule 13G as a "Qualified Institutional Investor" ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 55267W309 13G Page 4 of 15 Pages ________________________________________________________________________________ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Royal Trust Company ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION The jurisdiction of organization is Canada (federally incorporated company) ________________________________________________________________________________ 5. SOLE VOTING POWER NUMBER OF _________________________________________________________________ SHARES 6. SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 964,899 REPORTING _________________________________________________________________ PERSON WITH 7. SOLE DISPOSITIVE POWER _________________________________________________________________ 8. SHARED DISPOSITIVE POWER 964,899 ________________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 964,899 ________________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.10% ________________________________________________________________________________ 12. TYPE OF REPORTING PERSON* Foreign Trust Company which received SEC no-action relief to file on Schedule 13G as a "Qualified Institutional Investor" ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 55267W309 13G Page 5 of 15 Pages ________________________________________________________________________________ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Royal Mutual Funds Inc. ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION The jurisdiction of organization is Canada (federally incorporated company) ________________________________________________________________________________ 5. SOLE VOTING POWER NUMBER OF _________________________________________________________________ SHARES 6. SHARED VOTING POWER BENEFICIALLY OWNED BY EACH N/A REPORTING _________________________________________________________________ PERSON WITH 7. SOLE DISPOSITIVE POWER _________________________________________________________________ 8. SHARED DISPOSITIVE POWER N/A ________________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON N/A ________________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) N/A (less than 5%) ________________________________________________________________________________ 12. TYPE OF REPORTING PERSON* Foreign Investment Adviser which received SEC no-action relief to file on Schedule 13G as a "Qualified Institutional Investor" ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1(a). Name of Issuer: MDC Communications Corporation Item 1(b). Address of Issuer's Principal Executive Offices: MDC Communications Corporation 45 Hazelton Avenue Toronto, Ontario Canada, MSR 2E3 (416) 960-9000 Item 2(a). Name of Person Filing: 1. Royal Bank Investment Management Inc. ("RBIM") 2. RT Investment Management Holdings Inc. ("RTIM") 3. The Royal Trust Company ("RT") 4. Royal Mutual Funds Inc. ("RMFI") Item 2(b). Address of Principal Business Office or, if None, Residence: 1. Royal Bank Investment Management Inc. Royal Trust Tower, P.O. Box 121 77 King Street West, Suite 3800 Toronto, Ontario M5K 1H1 2. RT Investment Management Holdings Inc. Royal Trust Tower, P.O. Box 97 77 King Street West, Suite 3900 Toronto, Ontario M5K 1G8 3. The Royal Trust Company Royal Trust Tower, P.O. Box 7500, Station A 77 King Street West, 6th Floor Toronto, Ontario M5W 1P9 4. Royal Mutual Funds Inc. Royal Trust Tower, P.O. Box 7500, Station A 77 King Street West Toronto, Ontario M5W 1P9 Item 2(a). Citizenship: Canada Item 2(d). Title of Class of Securities: Class A Subordinate Voting Item 2(e). CUSIP Number: 55267W309 Item 3. If this statement is filed pursuant to Rules 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: 1. Royal Bank Investment Management Inc. is a foreign Investment Adviser which received SEC no-action relief to file on Schedule 13G as a Qualified Institutional Investor. 2. RT Investment Management Holdings Inc. is a foreign Parent Holding Company which received SEC no-action relief to file on Schedule 13G as a Qualified Institutional Investor. 3. The Royal Trust Company is a foreign Trust Company which received SEC no-action relief to file on Schedule 13G as a Qualified Institutional Investor. 4. Royal Mutual Funds Inc. is a foreign Investment Adviser and Mutual Funds Dealer that has received no-action relief to file on Schedule 13G as a Qualified Institutional Investor. Item 4. Ownership. (a) Amount beneficially owned: 1. RBIM - N/A 2. RTIM - 997,028 3. RT - 964,899 4. RMFI - N/A (b) Percent of class: 1. RBIM - N/A 2. RTIM - 7.34% 3. RT - 7.10% 4. RMFI - N/A (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote (ii) Shared power to vote or to direct the vote 1. RBIM - N/A 2. RTIM - 997,028 3. RT - 964,899 4. RMFI - N/A (iii) Sole power to dispose or to direct the disposition of (iv) Shared power to dispose or to direct the disposition of 1. RBIM - N/A 2. RTIM - 997,028 3. RT - 964,899 4. RMFI - N/A 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 [x for RBIM and RMFI]. Item 6. Ownership of More than Five Percent on Behalf of Another Person. 1. RT Investment Management Holdings Inc., a foreign parent holding company which received SEC no-action relief to file on Schedule 13G as a Qualified Institutional Investor, is reporting holdings over which it is deemed to be a beneficial owner by virtue of the fact that the holdings belong to client accounts managed on a discretionary basis by RT Investment Holdings Inc.'s subsidiary foreign investment advisers. 2. The Royal Trust Company, a foreign Trust Company which has received SEC no-action relief to file on Schedule 13G as a Qualified Institutional Investor, is reporting holdings over which it is deemed to be a beneficial owner by virtue of its status as trustee and/or as principal. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Please see attached Exhibit A, Disclosure Respecting Subsidiaries. Item 8. Identification and Classification of Members of the Group. N/A Item 9. Notice of Dissolution of Group. N/A 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 and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having such 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. February 15, 1999 ----------------------------- (Date) /s/ Jennifer Lederman ----------------------------- (Signature) Jennifer Lederman / Senior Vice-President, Compliance, Royal Bank Investment Management Inc. ----------------------------- (Name/Title) 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. February 15, 1999 ----------------------------- (Date) /s/ Jennifer Lederman ----------------------------- (Signature) Jennifer Lederman / Senior Vice-President, Compliance, RT/Investment Management Holdings Inc. ----------------------------- (Name/Title) 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. February 15, 1999 ----------------------------- (Date) /s/ Jennifer I. Lederman ----------------------------- (Signature) Jennifer I. Lederman/ Authorized Signing Officer The Royal Trust Company ----------------------------- (Name/Title) 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. February 15, 1999 ----------------------------- (Date) /s/ Simon Lewis ----------------------------- (Signature) Simon Lewis/ President Royal Mutual Funds Inc. ----------------------------- (Name/Title) EX-99.1 2 EXHIBIT A TO SCHEDULE 13G EXHIBIT A TO SCHEDULE 13G ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES RT Investment Management Holdings Inc, ("RTIM") is a parent holding company as that term is defined by Rule 13d-1(b)(1)(ii)(G) of the Securities Exchange Act of 1934 (the "Act") and is eligible to file on Schedule 13G pursuant to an SEC no-action relief application. RTIM's aggregation holdings represent securities that are beneficially owned by its subsidiaries which manage these securities on behalf of their respective clients. RTIM's subsidiaries include, Royal Bank Investment Management, RT Capital Management Inc., and RT Investment Counsel Inc. Royal Bank Investment Management Inc. ("RBIM") is a wholly-owned subsidiary of RTIM. RBIM is a foreign investment adviser that has received SEC no-action relief to file on Schedule 13G. RT Capital Management Inc. ("RT Capital") is a wholly-owned subsidiary of RTIM. RT Capital is a foreign investment adviser that has received SEC no-action relief to file on Schedule 13G. RT Investment Counsel Inc. ("RTIC") is a wholly-owned subsidiary of RTIM. RTIC is a foreign investment adviser that has received SEC no-action relief to file on Schedule 13G. RTIM, RBIM, RT Capital and RTIC are federally incorporated Canadian corporations whose business addresses are as follows: RT Investment Management Royal Bank Investment Holdings Inc. Management Inc. Royal Trust Tower, P.O. Box 97 Royal Trust Tower, P.O. Box 97 77 King Street West, Suite 3900 77 King Street West, Suite 3800 Toronto, Ontario Toronto, Ontario M5K 1G8 M5K 1G8 RT Capital Management Inc. RT Investment Counsel Inc. Royal Trust Tower, P.O. Box 97 Royal Trust Tower, P.O. Box 97 77 King Street West, Suite 3700 77 King Street West, Suite 3900 Toronto, Ontario Toronto, Ontario M5K 1G8 M5K 1G8 EX-99.2 3 EXHIBIT B TO SCHEDULE 13G EXHIBIT B TO SCHEDULE 13G JOINT FILING AGREEMENT Each of the undersigned persons hereby agrees and consents to this joint filing of Schedule 13G on such person's behalf, pursuant to Section 13(d) and (g) of the Securities and Exchange Act of 1934, as amended, and the rules promulgated thereunder. Each of these persons is not responsible for the completeness or accuracy of the information concerning the other persons making this filing, unless such persons know or have reason to believe that such information is inaccurate. Dated: February 15, 1999. Royal Bank Investment Management Inc. BY: /s/ Jennifer Lederman ------------------------------------ Senior Vice-President, Compliance, and Corporate Secretary RT Investment Management Holdings Inc. BY: /s/ Jennifer Lederman ------------------------------------ Senior Vice-President, Compliance, and Corporate Secretary The Royal Trust Company BY: /s/ Jennifer Lederman ------------------------------------ Authorized Signing Authority Royal Mutual Funds Inc. BY: /s/ Simon Lewis ------------------------------------ President -----END PRIVACY-ENHANCED MESSAGE-----