BANISTER FOUNDATION INC
SC 13G/A, 1997-02-24
HEAVY CONSTRUCTION OTHER THAN BLDG CONST - CONTRACTORS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G

            INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 1)

                            BANISTER FOUNDATION INC
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                   06033910
                                 (CUSIP Number)

Check the following box if a fee is being paid with this statement /X/. 

                               Page 1 of 7 Pages

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                                                                    SCHEDULE 13G

        CUSIP 06033910                                         Page 2 of 7 Pages

        1)      NAME OF REPORTING PERSON
                S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                T.A.L. Investment Counsel Ltd.
- --------------------------------------------------------------------------------
        2)      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    (a)     |_|

                                                                    (b)     |_|
- --------------------------------------------------------------------------------
        3)      SEC USE ONLY

- --------------------------------------------------------------------------------
        4)      CITIZENSHIP OR PLACE OF ORGANIZATION

                Canada
- --------------------------------------------------------------------------------
                            5) SOLE VOTING POWER
                               568,825 shares of Common Stock
                           -----------------------------------------------------
        NUMBER             (6) SHARED VOTING POWER
        OF                     Not applicable 
        SHARES             -----------------------------------------------------
        BENEFICIALLY       (7) SOLE DISPOSITIVE POWER
        OWNED BY               575,550 Shares of Common Stock
        EACH               ----------------------------------------------------
        REPORTING          (8) SHARED DISPOSITIVE POWER
        PERSON                 Not applicable
        WITH                   
- --------------------------------------------------------------------------------
        9)      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
                PERSON 
                           575,550 Shares of Common Stock
- --------------------------------------------------------------------------------
       10)      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
                SHARES                                                    |_|
- --------------------------------------------------------------------------------
       11)      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
                           7.14%
- --------------------------------------------------------------------------------
       12)      TYPE OF REPORTING PERSON

                        IA
- --------------------------------------------------------------------------------

   

                                   -2-

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                                  Schedule 13G

ITEM 1(A).   NAME OF ISSUER:

             Banister Foundation Inc.

ITEM 1(B).   ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

             3660 Midland Avenue, Scarborough, Ontario M1V 4V3

ITEM 2(A).   NAME OF PERSON FILING:

             T.A.L. Investment Counsel Ltd.

ITEM 2(B).   ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

             The principal business office is 1000 de la Gauchetiere West, Suite
             3100, Montreal, Quebec, Canada H3B 4W5

ITEM 2(C).   CITIZENSHIP:

             Canada

ITEM 2(D).   TITLE OF CLASS OF SECURITIES:

             Common Stock

ITEM 2(e).   CUSIP NUMBER:

             06033910

ITEM 3.      IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-l(b), OR
             13d-2(b), CHECK WHETHER THE PERSON FILING IS A: 
             (e) /X/ Investment Adviser registered under Section 203 of the 
                     Investment Advisers Act of 1940

ITEM 4.      OWNERSHIP.

             (a) Amount beneficially owned: 575,550 shares of Common Stock 

             (b) percent of class:   7.14%

             (c) Number of shares as to which such person has:

                                      -3-

<PAGE>

             (i)    Sole power to vote or to direct the vote: 568,825 shares of
                    Common Stock

             (ii)   Shared power to vote or to direct the vote: Not applicable


             (iii)  Sole power to dispose or to direct the disposition of:
                    575,550 shares of Common Stock

             (iv)   Shared power to dispose or to direct the disposition of: 
                    Not applicable 

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.

             Various persons have the right to receive or the power to direct
             the receipt of dividends from, or the proceeds from the sale of,
             the common stock of Banister Foundation Inc. No one person's
             interest in the common stock of Banister Foundation Inc. is more
             than five percent of the total outstanding common stock.

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
             purpose or effect.

                                      -4-

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                                   SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13G in connection with
T.A.L. Investment Counsel Ltd.'s beneficial ownership of the common stock of
Banister Foundation Inc. at December 31, 1996 is true, complete and correct. 


Date: February 13, 1997

                                      INVESTMENT COUNSEL LTD.


                                      /s/ Assunta Di Lorenzo
                                      ----------------------
                                      By: Assunta Di Lorenzo 
                                      Legal Counsel and 
                                      Corporate Secretary 

                                      -5-



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