SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Open Text Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
683715106
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(CUSIP Number)
March 31, 1998
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(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).
<PAGE>
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CUSIP No. 683715106 13G Page 2 of 8 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RT Investment Management Holdings Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
The jurisdiction of organization is Canada (federally
incorporated company)
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5. SOLE VOTING POWER
N/A
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NUMBER OF 6. SHARED VOTING POWER
SHARES N/A
BENEFICIALLY ---------------------------------------------------------------
OWNED BY EACH 7. SOLE DISPOSITIVE POWER
REPORTING N/A
PERSON WITH ---------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
N/A
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
N/A
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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"
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* SEE INSTRUCTIONS BEFORE FILING OUT!
<PAGE>
Item 1(a). Name of Issuer:
Open Text Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
Open Text Corporation
185 Columbia St. West
Waterloo, Ontario
Canada N2L 5Z5
(519) 888-7111
Item 2(a). Name of Person Filing:
RT Investment Management Holdings Inc. ("RTIM")
Item 2(b). Address of Principal Business Office or, if None, Residence:
RT Investment Management Holdings Inc.
Royal Trust Tower, P.O. Box 97
77 King Street West, Suite 3900
Toronto, Ontario M5K 1G8
Item 2(c). Citizenship:
Canada
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
683715106
<PAGE>
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:
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.
Item 4. Ownership.
(a) Amount beneficially owned:
N/A
(b) Percent of class:
N/A
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
N/A
(ii) Shared power to vote or to direct the vote
N/A
(iii) Sole power to dispose or to direct the
disposition of
N/A
(iv) Shared power to dispose or to direct the
disposition of
N/A
<PAGE>
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].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
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 Management
Holdings Inc.'s subsidiary foreign investment advisors.
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
<PAGE>
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 not 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.
<PAGE>
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.
Friday, May 8, 1998
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(Date)
/s/ Jennifer Lederman
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(Signature)
Jennifer Lederman / Senior
Vice-President, Compliance,
RT Investment Management
Holdings Inc.
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(Name/Title)
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
