UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. INITIAL)*
POSITRON FIBER SYSTEMS CORPORATION
(Name of Issuer)
Class A Common Shares
(Title of Class of Securities)
737398107
(CUSIP Number)
July 23, 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:
[ ] Rule 13d-1(b)
[x ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting 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).
1)NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Knight, Bain, Seath & Holbrook Capital 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
Incorporated in the Province of Ontario, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5)SOLE VOTING POWER
784,100 Class A Common Shares
6)SHARED VOTING POWER
NIL
7)SOLE DISPOSITIVE POWER
784,100 Class A Common Shares
8)SHARE DISPOSITIVE POWER
NIL
9)AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
784,100 Class A Common Shares
10)CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES SHARES*
Not Applicable
11)PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.79%
12)TYPE OF REPORTING PERSON*
Not Applicable
ITEM 1(A)-NAME OF ISSUER
POSITRON FIBER SYSTEMS CORPORATION
ITEM 1(B)-ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
5101 Buchan Street
Montreal, Quebec
H4P 2R9
ITEM 2(A)-NAME OF PERSON FILING
Knight, Bain, Seath & Holbrook Capital Management Inc.
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE
1 Toronto Street
Suite 708
Toronto, Ontario
M5C 2V6
ITEM 2(C)-CITIZENSHIP
Canada
ITEM 2(D)-TITLE OF CLASS OF SECURITIES
Class A Common Shares
ITEM 2(E)-CUSIP NUMBER
737398107
ITEM 3-IF THIS STATEMENT IS FILED PURSUANT TO RULES SS 240.13d-1(b) or
240.13d-2(b) or (c), CHECK WHETHER THE PERSON IS FILING IS A:
(a) [ ]Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) [ ]Bank as defined in section 3(a)(6) of the Act (15 U.S.C.78c)
(c) [ ]Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C.78C).
(d) [ ]Investment company registered under section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8)
(e) [ ]An investment adviser in accordance with SS 240.13d-1(b)(l)ii)(E);
(f) [ ]An employee benefit plan, or endowment fund in accordance with
SS 240.13d-1(b)(l)(ii)(F);
(g) [ ]A parent holding company or control person in accordance with
SS 240.13d-1(b)(l)(ii)(G);
(h) [ ]A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ]A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3).
(j) [ ]Group, in accordance with SS 240.13d-1(b)(l)(ii)(J).
ITEM 4-OWNERSHIP
Provide the following information regarding the aggregate number of percentage
of the class of securities of the issuer identified in Item 1.
(A) AMOUNT BENEFICIALLY OWNED
784,100 Class A Common Shares
(B) PERCENT OF CLASS
5.79%
(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or to direct the vote - 784,100 Class A Common Shares
through Passive Investor - Knight, Bain, Seath & Holbrook Capital Management
Inc.
(ii) shared power to vote or to direct the vote -Not Applicable
(iii) sole power to dispose or to direct the disposition of - 784,100 Class A
Common Shares through Passive Investor - Knight, Bain, Seath & Holbrook
Capital Management Inc.
(iv) shares power to dispose or to direct the disposition of - Not Applicable
ITEM 5-OWNERSHIP OF 5% OR LESS OF A CLASS
Not Applicable
ITEM 6-OWNERSHIP OF MORE THAN 5% ON BEHALF OF ANOTHER PERSON
The purpose of this transaction reported on this Form Schedule 13G is investment
on behalf of our clients. The reporting entity has acquired the securities
in the ordinary course of business and not with the purpose nor with the
effect of changing or influencing the control of the issuer, nor in
connection with or as a participant in any transaction having such purpose
or effect, including any transaction subject to Rule 13d-3(b) under the
Securities and Exchange Act of 1934, as amended.
ITEM 7-IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY
Not Applicable
ITEM 8-IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
ITEM 9-NOTICE OF DISSOLUTION OF GROUP
Not Applicable
ITEM 10-CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired 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 in connection with or as a participant in any transaction having
such purposes 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.
July 30, 1998
Date
(s)\Peter S. Pennal
Signature
PETER GEORGE PENNAL,
Vice-President/Secretary-Treasurer
Name/Title
