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. 3 )*
Digicon Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
253804306
(CUSIP Number)
Check the following box if a fee is being paid with the statement [ ].
*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).
**The total number of shares reported herein is 390,636, which constitutes
approximately 3.5% of the total number of shares outstanding. All ownership
percentages set forth herein assume that there are 11,134,939 shares
outstanding.
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1. Name of Reporting Person:
Connor, Clark & Company Ltd.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Ontario, Canada
5. Sole Voting Power: -0-
Number of
Shares
Beneficially 6. Shared Voting Power: 390,636
Owned By
Each
Reporting 7. Sole Dispositive Power: -0-
Person
With
8. Shared Dispositive Power: 390,636
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
390,636
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 3.5%
12. Type of Reporting Person: IA
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Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Act, the undersigned hereby amend their Schedule 13G
Statement dated August 29, 1994, as amended by Amendment No. 1 dated February
14, 1995 and Amendment No. 2 dated February 14, 1995 (the "Schedule 13G"),
relating to the Common Stock, par value $.01 per share, of Digicon Inc.
Unless otherwise indicated, all defined terms used herein shall have the same
meanings respectively ascribed to them in the Schedule 13G.
Item 1(a). Name of Issuer.
The name of the Issuer is Digicon Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices.
The principal executive offices of the Issuer are located at 3701 Kirby
Drive, Suite No. 112, Houston, Texas 77098.
Item 2(a). Names of Persons Filing.
Connor, Clark & Company, Ltd. (the Reporting Person )
Item 2(b). Address of Principal Business Office, or if None, Residence.
The address of the principal business office or residence of the
Reporting Person is Scotia Plaza, 40 King Street, Suite 5110, Box 125,
Toronto, Ontario M5H 3Y2.
Item 2(c). Citizenship.
The Reporting Person is organized under the laws of Ontario, Canada.
Item 2(d). Title of Class of Securities.
This Schedule 13G Statement relates to the Common Stock, par value $.01
per share, of the Issuer (the "Stock").
Item 2(e). CUSIP Number.
253804306
Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b).
This Schedule 13G Statement is being filed pursuant to Rule 13d-1(b)
under the Act because the Reporting Person is an Investment Adviser
registered under Section 203 of the Investment Advisers Act of 1940.
Item 4. Ownership.
(a)-(b)
The aggregate number of shares of the Stock that the Reporting
Person owns beneficially, pursuant to Rule 13d-3 of the Act, is 390,636,
which constitutes approximately 3.5% of the outstanding shares of the Stock.
(c)
The Reporting Person has the shared power to vote or to direct the vote
and to dispose or to direct the disposition of 390,636 shares of the Stock.
Item 5. Ownership of Five Percent or Less of a Class.
The purpose of this Schedule 13G is to report that the Reporting Person
has ceased to own 5% or more of the Stock.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The Reporting Person, which is engaged in the business of providing
discretionary investment management services, is deemed to be a beneficial
owner for purposes of Rule 13d-3 under the Securities Exchange Act of 1934
since it has the power to vote and/or the power to dispose of the Stock held
in securities accounts on behalf of many clients (the Clients ), which
include, among others, individual private investors, pension funds,
foundations and investment partnerships. The Reporting Person does not,
however, have any economic or pecuniary interests in the securities held on
behalf of its Clients. The Clients are the actual owners of the securities
(including the Stock) held in their respective accounts; and they have the
sole right to receive and the sole power to direct the receipt of dividends
from, or the proceeds from the sale of, such securities (including the
Stock). No Client has an interest in dividends or sale proceeds that relates
to 5% or more of the Stock.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
This Schedule 13G Statement is not being filed by a parent holding
company.
Item 8. Identification and Classification of Members of the Group.
This Schedule 13G Statement is not being filed on behalf of a group.
Item 9. Notice of Dissolution of Group.
It is inapplicable for the purposes herein to provide notice of
dissolution of a group.
Item 10. Certification.
By singing 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.
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After reasonable inquiry and to the best of our knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: February 7, 1996
CONNOR, CLARK & COMPANY, LTD.
By: /s/ Geoffrey McCord
Geoffrey McCord, Chief Financial Officer
