GENERAL CIGAR HOLDINGS INC, SC 13D, 1999-04-20

GENERAL CIGAR HOLDINGS INC
SC 13D, 1999-04-20
TOBACCO PRODUCTS

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<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)*

GENERAL CIGAR HOLDINGS, INC.
(Name of Issuer)

CLASS A COMMON STOCK
(Title of Class of Securities)

36933P100
(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)

JANUARY 22, 1998
(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).

<PAGE> 2

CUSIP NO. 36933P100

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 218,000
by Each Reporting 9. Sole Dispositive Power 0
Person With 10. Shared Dispositive Power 218,000

11. Aggregate Amount Beneficially Owned by Each Reporting Person
218,000

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]

13. Percent of Class Represented by Amount in Row (11):
3.2%

14. Type of Reporting Person (See Instructions)
00 (Open-end mutual fund trust governed by the laws of the Province of
Manitoba, Canada)

<PAGE> 3

CUSIP NO. 36933P100

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 162,000
by Each Reporting 9. Sole Dispositive Power 0
Person With 10. Shared Dispositive Power 162,000

11. Aggregate Amount Beneficially Owned by Each Reporting Person
162,000

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]

13. Percent of Class Represented by Amount in Row (11):
2.4%

14. Type of Reporting Person (See Instructions)
00 (Open-end mutual fund trust governed by the laws of the Province of
Manitoba, Canada)

<PAGE> 4

CUSIP NO. 36933P100

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Investors Canadian Small Cap Fund II
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 2,100
by Each Reporting 9. Sole Dispositive Power 0
Person With 10. Shared Dispositive Power 2,100

11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,100

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]

13. Percent of Class Represented by Amount in Row (11):
0.03%

14. Type of Reporting Person (See Instructions)
00 (Open-end mutual fund trust governed by the laws of the Province of
Manitoba, Canada)

<PAGE> 5

CUSIP NO. 36933P100

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 Special Fund, Investors Canadian Small Cap
Fund and Investors Canadian Small Cap Fund II for investment in Units of
each of Investors Special Fund, Investors Canadian Small Cap Fund and
Investors Canadian Small Cap Fund II, 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 382,100
by Each Reporting 9. Sole Dispositive Power 0
Person With 10. Shared Dispositive Power 382,100

11. Aggregate Amount Beneficially Owned by Each Reporting Person
382,100

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]

13. Percent of Class Represented by Amount in Row (11):
5.5%

14. Type of Reporting Person (See Instructions)
CO (Corporation governed by the Canada Business Corporations Act), IA
(Canadian)

<PAGE> 6

CUSIP NO. 36933P100

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

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 382,100
by Each Reporting 9. Sole Dispositive Power 0
Person With 10. Shared Dispositive Power 382,100

11. Aggregate Amount Beneficially Owned by Each Reporting Person
382,100

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]

13. Percent of Class Represented by Amount in Row (11):
5.5%

14. Type of Reporting Person (See Instructions)
CO (Corporation governed by the Manitoba Corporations Act)

<PAGE> 7

CUSIP NO. 36933P100

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

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 382,100
by Each Reporting 9. Sole Dispositive Power 0
Person With 10. Shared Dispositive Power 382,100

11. Aggregate Amount Beneficially Owned by Each Reporting Person
382,100

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]

13. Percent of Class Represented by Amount in Row (11):
5.5%

14. Type of Reporting Person (See Instructions)
CO (Corporation governed by the Canada Business Corporations Act), HC

<PAGE> 8

CUSIP NO. 36933P100

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

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 382,100
by Each Reporting 9. Sole Dispositive Power 0
Person With 10. Shared Dispositive Power 382,100

11. Aggregate Amount Beneficially Owned by Each Reporting Person
382,100

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]

13. Percent of Class Represented by Amount in Row (11):
5.5%

14. Type of Reporting Person (See Instructions)
CO (Corporation governed by the Canada Business Corporations Act), HC

<PAGE> 9

- 3 -

ITEM 1. SECURITY AND ISSUER.

The class of equity securities to which this statement on Schedule
13D relates is the Class A Common Stock, $0.01 par value (the "Common Stock" or
the "Securities"), of General Cigar Holdings, Inc., a Delaware 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"), Investors Special Fund, Investors
Canadian Small Cap Fund and Investors Canadian Small Cap Fund II (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.

<PAGE> 10

- 4 -

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The Reporting Persons used an aggregate of approximately
$8,533,692.54 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 382,100 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 382,100 shares of Common Stock, representing 5.5% of the
6,900,000 shares of the Issuer's Common Stock outstanding, as reported as being
outstanding in the Issuer's Form 10-Q for the quarter ended August 30, 1997. The
Reporting Persons beneficially own those Securities as follows:

<TABLE>
<CAPTION>
Shares of % of
Common Class of
Name Stock Common Stock
---- ----- ------------
<S> <C> <C>
Investors Group Inc. 382,100 5.5%
Investors Group Trustco Inc. 382,100 5.5%
Investors Group Trust Co. Ltd. 382,100 5.5%
I.G. Investment Management, Ltd. 382,100 5.5%
Investors Special Fund 218,000 3.2%
Investors Canadian Small Cap Fund 162,000 2.4%
Investors Canadian Small Cap Fund II 2,100 0.03%
</TABLE>

(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 is 382,100
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
382,100 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 New York Stock Exchange.

<PAGE> 11

- 5 -

<TABLE>
<CAPTION>
Approximate Price
Per Share ($)
Amount of Shares (exclusive of
Date Of Common Stock commissions)
<S> <C> <C>
December 4, 1997 30,000 $22.16
January 20, 1998 800 $20.94
January 21, 1998 800 $19.75
January 22, 1998 50,000 $20.25
January 22, 1998 500 $19.18
</TABLE>

(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.

<PAGE> 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 Special 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 Canadian Small Cap 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 Investors Canadian Small Cap Fund II

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.

<PAGE> 13

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 INVESTORS CANADIAN SMALL CAP FUND

December 18, 1998 INVESTORS CANADIAN SMALL CAP FUND II

<PAGE> 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.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Name and Residence or Employment Present Principal Occupation or Office and Directorship(s) Held
Address and Citizenship, Employment; Name, Principal Business, in Reporting Persons
if not a Canadian Citizen and Address in Which Such Employment
is Conducted (if Different from
Business Address of Employer)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
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)
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 15

<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------
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 Officer and
447 Portage Avenue Director 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 Director
I.G. Investment Management, Ltd. 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, Products and
447 Portage Avenue Distribution Distribution
Winnipeg, Manitoba Investors Group Inc. Investors Group Inc.
R3C 3B6 (business)
- ------------------------------------------------------------------------------------------------------------------------
Richard Elliott Archer Executive Vice-President, Investments Executive Vice-President, Investments
447 Portage Avenue Investors Group Inc. Investors Group Inc.
Winnipeg, Manitoba
Canada Director
R3C 3B6 (business) Investors Group Trust Co. Ltd. Director
Investors Group Trust Co. Ltd.

President and Director President and Director
I.G. Investment Management, Ltd. I.G. Investment Management, Ltd.

Director and President Director and President
Investors Group Trustco Inc. Investors Group Trustco Inc.
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 16

<TABLE>
<S> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------
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 and
447 Portage Avenue Information Services 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 Counsel
447 Portage Avenue & Secretary & Secretary
Winnipeg, Manitoba Investors Group Inc. Investors Group Inc.
R3C 3B6 (business)
Vice President and General Counsel Vice President and General Counsel
Investors Group Trust Co. Ltd. Investors Group Trust Co. Ltd.

Director, Senior Vice-President, General Director, Senior Vice-President, General
Counsel & Secretary Counsel & Secretary
Investors Group Trustco Inc. 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 Administration
Investors Group Trustco Inc. 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.
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 17

<TABLE>
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------------------
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 Director
I.G. Investment Management, Ltd. 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, Securities
447 Portage Avenue Investors Group Inc. Investors Group Inc.
Winnipeg, Manitoba
R3C 3B6 (business) Vice-President Vice-President
Investors Group Trust Co. Ltd. Investors Group Trust Co. Ltd.

Senior Vice-President, Securities and Senior Vice-President, Securities and
Director Director
I.G. Investment Management, Ltd. 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 Investments
Investors Group Trustco Inc. Investors Group Trustco Inc.

Assistant Secretary Assistant Secretary
Investors Group Trust Co. Ltd. Investors Group Trust Co. Ltd.

Senior Vice-President, Corporate Senior Vice-President, Corporate
Investments Investments
I.G. Investment Management, Ltd. 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 Services
447 Portage Avenue Investors Group Inc. Investors Group Inc.
Winnipeg, Manitoba
R3C 3B6 (business) Vice-President, Client Administration Vice-President, Client Administration
Investors Group Inc. 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 and
Director Director
I.G. Investment Management, Ltd. I.G. Investment Management, Ltd.
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 18

<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
Ronald D. Saull Senior Vice-President and Chief Senior Vice-President and
447 Portage Avenue Information Officer Chief 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 Officer and
R3C 3B6 (business) Director 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 Planning
447 Portage Avenue Investors Group Trustco Inc. Investors Group Trustco Inc.
Winnipeg, Manitoba
Canada
R3C 3B6 (business)
- ------------------------------------------------------------------------------------------------------------------
J. Wiltshire Vice President, Marketing Investment Vice President, Marketing Investment
447 Portage Avenue Products Products
Winnipeg, Manitoba Investors Group Trustco Inc. Investors Group Trustco Inc.
Canada
R3C 3B6 (business)
- ------------------------------------------------------------------------------------------------------------------
S. Fitzhenry Vice President, Product Marketing Vice President, Product Marketing
447 Portage Avenue Investors Group Trustco Inc. Investors Group Trustco Inc.
Winnipeg, Manitoba
Canada
R3C 3B6 (business)
- ------------------------------------------------------------------------------------------------------------------
L. Perreault Vice President, Communications Vice President, Communications
447 Portage Avenue Investors Group Trustco Inc. Investors Group Trustco Inc.
Winnipeg, Manitoba
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)
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 19

<TABLE>
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------
A.J. Knowles Vice President, Training and Vice President, Training and
447 Portage Avenue Development Development
Winnipeg, Manitoba Investors Group Trustco Inc. Investors Group Trustco Inc.
Canada
R3C 3B6 (business)
- -----------------------------------------------------------------------------------------------------------
J. Hunek Vice President, Application Vice President, Application
447 Portage Avenue Development Services Development Services
Winnipeg, Manitoba Investors Group Trustco Inc. Investors Group Trustco Inc.
Canada
R3C 3B6 (business)
- -----------------------------------------------------------------------------------------------------------
Rod DeVos Vice President, Financial Services Vice President, Financial Services
447 Portage Avenue Systems Systems
Winnipeg, Manitoba Investors Group Trustco Inc. Investors Group Trustco Inc.
Canada
R3C 3B6 (business)
- -----------------------------------------------------------------------------------------------------------
Robert C. Murdoch Vice President, Sales Automation Vice President, Sales Automation
447 Portage Avenue Investors Group Trustco Inc. Investors Group Trustco Inc.
Winnipeg, Manitoba
Canada
R3C 3B6 (business)
- -----------------------------------------------------------------------------------------------------------
David Cheop, Q.C. Vice President, Corporate Compliance Vice President, Corporate Compliance
447 Portage Avenue Investors Group Trustco Inc. Investors Group Trustco Inc.
Winnipeg, Manitoba
Canada
R3C 3B6 (business)
- -----------------------------------------------------------------------------------------------------------
Craig Johnston Vice President, Internal Audit Vice President, Internal Audit
447 Portage Avenue Investors Group Trustco Inc. Investors Group Trustco Inc.
Winnipeg, Manitoba
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 Director
R.R. #1 Author 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.
- -----------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 20

<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
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 Manager
447 Portage Avenue I.G. Investment Management, Ltd. I.G. Investment Management, Ltd.
Winnipeg, Manitoba
Canada
R3C 3B6 (business)
- ------------------------------------------------------------------------------------------------------------------
Tighe Alan McManus Vice-President, Portfolio Manager Vice-President, Portfolio Manager
447 Portage Avenue I.G. Investment Management, Ltd. I.G. Investment Management, Ltd.
Winnipeg, Manitoba
Canada
R3C 3B6 (business)
- ------------------------------------------------------------------------------------------------------------------
Geoff Barth Vice-President, Portfolio Manager Vice-President, Portfolio Manager
447 Portage Avenue I.G. Investment Management, Ltd. I.G. Investment Management, Ltd.
Winnipeg, Manitoba
Canada
R3C 3B6 (business)
- ------------------------------------------------------------------------------------------------------------------
Paul Hancock Vice-President, Portfolio Manager Vice-President, Portfolio Manager
447 Portage Avenue I.G. Investment Management, Ltd. I.G. Investment Management, Ltd.
Winnipeg, Manitoba
Canada
R3C 3B6 (business)
- ------------------------------------------------------------------------------------------------------------------
Jeff Hall Vice-President, Portfolio Manager Vice-President, Portfolio Manager
447 Portage Avenue I.G. Investment Management, Ltd. I.G. Investment Management, Ltd.
Winnipeg, Manitoba
Canada
R3C 3B6 (business)
- ------------------------------------------------------------------------------------------------------------------
Donald Bruce Smith Vice-President, Mortgages Vice-President, Mortgages
447 Portage Avenue I.G. Investment Management, Ltd. I.G. Investment Management, Ltd.
Winnipeg, Manitoba
Canada
R3C 3B6 (business)
- ------------------------------------------------------------------------------------------------------------------
Murray James Mitchell Vice-President, Real Estate and Portfolio Vice-President, Real Estate and Portfolio
447 Portage Avenue Manager Manager
Winnipeg, Manitoba I.G. Investment Management, Ltd. I.G. Investment Management, Ltd.
Canada
R3C 3B6 (business)
- ------------------------------------------------------------------------------------------------------------------
Michele Helen Peterson Vice-President, Mortgages, Ontario Region Vice-President, Mortgages, Ontario Region
Suite 210 I.G. Investment Management, Ltd. I.G. Investment Management, Ltd.
200 Yorkland Blvd
Toronto ON
M2J 5C1
- ------------------------------------------------------------------------------------------------------------------
Edwin Reinhold Buss Treasurer- Securities Treasurer- Securities
447 Portage Avenue I.G. Investment Management, Ltd. I.G. Investment Management, Ltd.
Winnipeg, Manitoba
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.
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 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 Class A Common Stock, $0.01
par value, of General Cigar Holdings, Inc., 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.

<PAGE> 22

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

INVESTORS CANADIAN SMALL CAP FUND

INVESTORS CANADIAN SMALL CAP FUND II

<PAGE> 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

<PAGE> 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

<PAGE> 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

<PAGE> 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

<PAGE> 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 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

<PAGE> 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 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

<PAGE> 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 Investors Canadian Small Cap Fund II, 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 II 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