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)
UNITED DOMINION INDUSTRIES LIMITED
(Name of Issuer)
COMMON STOCK CUM RIGHTS
(Title of Class of Securities)
90991410
(CUSIP Number)
Check the following box if a fee in being paid with this statement /x/.
Page 1 of 7 Pages
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CUSIP No. 90991410 13G Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
T.A.L. INVESTMENT COUNSEL LTD.
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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
CANADA
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5 SOLE VOTING POWER
NUMBER OF 5,802,014 Shares of Common Stock
SHARES ------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY Not applicable
EACH ------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 6,338,350 Shares of Common Stock
WITH ------------------------------------------
8 SHARED DISPOSITIVE POWER
Not applicable
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,390,325 Shares of Common Stock
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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)
14.12%
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12 TYPE OF REPORTING PERSON
IA
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Schedule 13G
ITEM 1(A). NAME OF ISSUER:
United Dominion Industries Limited
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
One First Union Center, 301 South College Street, Suite 2300,
Charlotte, NC 28202
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:
90991410
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(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 6,390,325 shares of
Common Stock
(b) percent of class: 14.12%
(c) Number of shares as to which such person has:
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(i) Sole power to vote or to direct the vote:
5,802,014 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: 6,338,350 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 United Dominion Industries
Limited. No one person's interest in the common stock of
United Dominion Industries Limited 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.
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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
United Dominion Industries Limited at December 31, 1996 is true, complete and
correct.
Date: February 13, 1997
T.A.L. INVESTMENT COUNSEL LTD.
/s/ Assunta Di Lorenzo
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By: Assunta Di Lorenzo
Legal Counsel and Corporate Secretary
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