UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
COGNICASE INC.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
192423101
(CUSIP Number)
December 31, 1998 (year end filing)
(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 issuer's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment 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 Act
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).
CUSIP NO. 192423101 13G Page 2 of 5 Pages
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
2,277,600 Common Shares
6. SHARED VOTING POWER
NIL
7. SOLE DISPOSITIVE POWER
2,277,600 Common Shares
8. SHARE DISPOSITIVE POWER
NIL
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,277,600 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
18.52%
12. TYPE OF REPORTING PERSON*
IA
Schedule 13G
Item 1(a) Name of Issuer
COGNICASE INC.
Item 1(b) Address of Issuer's Principal Executive Offices
1080 Beaver Hall
Suite 2000
Montreal, Quebec
H2Z 1S8
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
Common Shares
Item 2(e) CUSIP Number
192423101
Item 3 If this statement is filed pursuant to Rules 13d-1 (b) or 13d-2 (b),
check whether the person is filing is a:
(a) [ ] Broker or Dealer
(b) [ ] Bank
(c) [ ] Insurance Company
(d) [ ] Investment Company
(e) [ ] Investment Adviser
(f) [ ] Employee Benefit Plan, Pension Fund or
Endowment Fund
(g) [ ] Parent Holding Company
(h) [ ] Group
(i) [ x ] Filing under new rules as Passive Investor
Page 4 of 5 Pages
Item 4 Ownership
(a) Amount Beneficially Owned
2,277,600 Common Shares
(b) Percent of Class
18.52%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
2,277,600 Common Shares through Passive
Investor/Investment Adviser - 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
2,277,600 Common Shares through Passive Investor/
Investment Adviser - 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 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.
Page 5 of 5 Pages
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 not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 4, 1999
____________________________
Date
(s)\Richard L. Holbrook
_____________________________
Signature
RICHARD L. HOLBROOK
Vice-President and Director
____________________________
Name/Title
