SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
Under the Securities Exchange Act of 1934
(Amendment No.____________)*
Rosedale Decorative Products Ltd.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
777335 10 0
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [X].
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
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* 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).
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CUSIP No. 777335 10 0 13G Page 2 of 5 Pages
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1. NAME OF REPORTING PERSON(S)
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON(S)
454590 Ontario Limited
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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
Ontario, Canada
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NUMBER OF 5. SOLE VOTING POWER
SHARES 162,000
BENEFICIALLY --------------------------------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH 106,500
REPORTING --------------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH 162,000
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8. SHARED DISPOSITIVE POWER
106,500
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
268,500
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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)
Approximately 9.7%
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12. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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13G Page 3 of 5 Pages
Item 1. (a) Name of Issuer:
Rosedale Decorative Products Ltd.
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(b) Address of Issuer's Principal Executive Offices:
Rosedale Decorative Products Ltd.,
731 Millway Avenue, Concord, Ontario, Canada L4K 3S8
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Item 2. (a) Name of Person Filing:
454590 Ontario Limited
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(b) Address of Principal Business Office, or if None, Residence:
Rosedale Decorative Products Ltd.,
731 Millway Avenue, Concord, Ontario, Canada L4K 3S8
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(c) Citizenship:
Ontario, Canada
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(d) Title of Class of Securities:
Common Stock, no par value
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(e) CUSIP Number:
777335 10 0
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Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
Not Applicable
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13-G Page 4 of 5 Pages
Item 4. Ownership.
If more than five percent of the class is owned, indicate:
(a) Amount beneficially owned: 268,500
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(b) Percent of class: 9.7%
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(c) 454590 Ontario Limited has the sole power to vote or to direct
the vote, and the sole power to dispose or to direct the disposition of
162,000 of the shares identified herein. The aggregate of 268,500
shares owned by 454590 Ontario includes 106,500 shares owned by 1274152
Ontario, Inc. of which 454590 Ontario is a 25% owner. Under the terms
of a Voting Agreement executed by and between the shareholders of
1274152 Ontario, Inc. holding an aggregate of 87.5% of the securities,
each of the shareholders has agreed to vote all of their shares
unanimously in respect to any matter to be voted on at any meeting of
the shareholders of the Company. In the event the shareholders cannot
express unanimity or any of them abstains from voting then the
shareholder agree to vote all of their shares against such matter or
withhold all of their votes in respect of such matter as applicable and
to so instruct their proxies. The provisions of the voting agreement
shall apply to any shares in the capital stock of the Company to which
voting rights attach which may be issued to the shareholders at any
time during the term of the voting agreement and any shares in the
capital stock of the Company which are issued in replacement of any
shares or after acquired shares. The voting agreement does not apply to
any shares that are sold or transferred to a shareholder and does not
apply to any shares that are sold or transferred to a third party in an
arm's length transaction. The Agreement terminates upon Sidney Ackerman
or Alan Fine being no longer employed by the company or any of its
subsidiaries or the date upon which any shareholder divests itself of
all shares in an arm's length transaction for fair market
consideration, whichever is earlier.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not Applicable.
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.
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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 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.
February 11, 1999
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Date
454590 ONTARIO LIMITED
/s/ Alan Fine
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Signature
* Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
<PAGE>
Schedule A
454590 Ontario Limited
Name Percentage Owner
Alan Fine 100% owner
