SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
United Dominion Industries Limited
(Name of Issuer)
Common Shares, No Par Value
(Title of Class of Securities)
909914103
(Cusip Number)
W. Robert Cotham
201 Main Street, Suite 2600
Fort Worth, Texas 76102
(817) 390-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 19, 1997
(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 Rule 13d-1(b)(3) or (4), check the following box [ ].
*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 3,696,538 shares, which
constitutes approximately 8.5% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 43,406,515 shares
outstanding.
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1. Name of Reporting Person:
TMI-FW, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 3,696,538 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,724,756 (1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,696,538 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 8.5%
14. Type of Reporting Person: CO
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(1) Power is exercised through its President, Thomas M. Taylor.
(2) The shares were purchased by Ontario Teachers' Pension Plan Board and
Tundra Investors, L.P. TMI-FW, Inc. has sole voting power over 3,696,538
of these shares and sole voting and dispositive power over 1,478,364 of
these shares pursuant to an account management agreement with Ontario
Teachers' Pension Plan Board and sole voting and dispositive power over
246,392 of these shares pursuant to an account management agreement with
Tundra Investors, L.P. Accordingly, Ontario Teachers' Pension Plan Board
has no beneficial ownership over 1,478,364 of such shares and Tundra
Investors, L.P. has no beneficial ownership over any of the 246,392 shares
held in its account with TMI-FW, Inc.
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1. Name of Reporting Person:
Thomas M. Taylor
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 3,696,538 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,724,756 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,696,538 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 8.5%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as President of TMI-FW, Inc.
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1. Name of Reporting Person:
Ontario Teachers' Pension Plan Board
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00-Other
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Ontario, Canada
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,971,782 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,971,782
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.5%
14. Type of Reporting Person: CO
- ----------
(1) Pursuant to an account management agreement with TMI-FW, Inc., TMI-FW,
Inc. has sole voting power over these shares.
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Pursuant to Rule 13d-2(a) of Regulation 13D-6 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend their Schedule 13D Statement dated November 8, 1996
as amended by Amendment No. 1 dated November 17, 1997 (the "Schedule 13D"),
relating to the Common Stock, no par value, of United Dominion Industries
Limited. Unless otherwise indicated, all defined terms used herein shall have
the same meanings respectively ascribed to them in the Schedule 13D.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety as follows:
The source and amount of the funds used or to be used by the Reporting
Persons to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
TMI Not Applicable (1) Not Applicable (1)
TMT Not Applicable Not Applicable
Teachers Pension Fund Assets $86,027,839.63 (2)
(1) TMI has not expended any of its funds for purchases of the shares
of Stock reported herein. 246,392 shares of the Stock were purchased on behalf
of Tundra Investors, L.P. ("Tundra") and are held in an account managed by TMI
(the "Tundra Account") over which TMI has sole dispositive and sole voting power
pursuant to an account management agreement with Tundra. TMI expended
$6,476,329.14 of Tundra's partnership contributions to purchase such shares,
which represents the U.S. dollar equivalent as of the date of each purchase.
(2) This figure represents the total amount expended by Teachers for
all purchases of shares of the Stock, including those held in an account managed
by TMI on behalf of Teachers (the "Teachers Account") in which TMI has sole
beneficial ownership pursuant to an account management agreement with Teachers.
For shares purchased directly by Teachers through November 8, 1996, Canadian
dollars are converted to U.S. dollars based on the exchange rate for November
8, 1996(in the case of purchases through the date of the original Schedule 13D
filing) and for the date of purchase (in the case of purchases thereafter
through the date of this Amendment); for shares purchased by TMI for the
Teachers Account, Canadian dollars are converted to U.S. dollars based on the
exchange rate in effect for the date of the purchase.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
TMI
Pursuant to account management agreements with Teachers and Tundra, the
aggregate number of shares that TMI owns beneficially, pursuant to Rule 13d-3
of the Act, is 3,696,538. Of these shares, 246,392 are beneficially owned
pursuant to the agreement with Tundra and 3,450,146 are beneficially owned
pursuant to the agreement with Teachers. The total constitutes approximately
8.5% of the outstanding shares of the Stock.
TMT
Because of his position as the President and sole stockholder of TMI,
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
3,696,538 shares of the Stock, which constitutes approximately 8.5% of the
outstanding shares of the Stock.
Teachers
The aggregate number of shares of the Stock that Teachers owns
beneficially, pursuant to Rule 13d-3 of the Act, is 1,971,782, which constitutes
approximately 4.5% of the outstanding shares of the Stock.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b)
TMI
Pursuant to an account management agreement with Teachers, and acting
through its President and sole stockholder, TMT, TMI has the sole power to vote
or to direct the vote of 3,450,146 shares of the Stock, and the sole power to
dispose or to direct the disposition of 1,478,364 shares of the Stock. Pursuant
to an account management agreement with Tundra, and acting through its President
and sole stockholder, TMT, TMI has the sole power to vote or to direct the vote
and to dispose or to direct the disposition of 246,392 shares of the Stock.
TMT
As the President and sole stockholder of TMI, TMT has the sole power to
vote or to direct the vote of 3,696,538 shares of the Stock and the sole power
to dispose or to direct the disposition of 1,724,756 shares of the Stock.
Teachers
Teachers has the sole power to dispose or to direct the disposition of
1,971,782 shares of the Stock. Teachers has no power to vote or direct the vote
of any shares of the Stock.
(c) Since the Reporting Persons' most recent filing on Schedule 13D,
the following Persons have purchased and sold shares of the Stock in
transactions on the Toronto Stock Exchange, as follows:
NO. OF SHARES PRICE PER
PERSON DATE PURCHASED OR SOLD SHARE
Teachers 11-19-97 100,000 (P) $23.69(1)
Teachers 11-19-97 50,000 (P) $23.69(1)
Teachers (2) 11-19-97 132,943 (P) $23.69
Tundra (3) 11-19-97 22,157 (P) $23.69
Teachers (2) 11-19-97 38,486 (P) $23.69
Tundra (3) 11-19-97 6,414 (P) $23.69
Teachers (2) 11-19-97 128,571 (P) $23.69
Tundra (3) 11-19-97 21,429 (P) $23.69
(1) Shares were purchased with Canadian dollars. The price per share
reflects the U.S. dollar equivalent.
(2) The shares were purchased and sold on behalf of Teachers in the
Teachers Account over which TMI has sole voting and dispositive power.
Accordingly, Teachers has no beneficial ownership in any of such shares. Shares
were purchased with Canadian dollars. The price per share listed reflects the
U.S. dollar equivalent on the date of the transaction.
(3) The shares were purchased on behalf of Tundra in the Tundra Account
over which TMI has sole voting and dispositive power. Accordingly, Tundra has
no beneficial ownership in any of such shares. Shares were purchased with
Canadian dollars. The price per share listed reflects the U.S. dollar
equivalent on the date of the transaction.
Except as set forth in this paragraph (c), to the best of the knowledge
of each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in shares of the Stock since the
Reporting Persons' most recent filing on Schedule 13D.
(d) Except as set forth herein, each of the Reporting Persons affirms
that no person other than such Reporting Person has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of the Stock owned by such Reporting Person.
(e) Not applicable.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement and Power of Attorney pursuant to Rule
13d-1(f)(1)(iii)(previously filed).
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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.
DATED: November 20, 1997
TMI-FW, INC.
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
ONTARIO TEACHERS' PENSION PLAN BOARD,
an Ontario, Canada corporation
By: /s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
CLAUDE LAMOUREUX (2)
By: /s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
THOMAS M. TAYLOR (1)
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Thomas M. Taylor previously has been filed with the Securities and
Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Claude Lamoureux previously has been filed with the Securities and
Exchange Commission.
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement and Power of Attorney pursuant to Rule 13d-1(f)(1)(iii),
previously filed.
