SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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 17, 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 3,196,538 shares, which
constitutes approximately 7.4% 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: 3,196,538 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,374,756 (1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,196,538 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.4%
14. Type of Reporting Person: CO
- ----------
(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 3,196,538
of these shares and sole voting and dispositive power over 1,178,364 of
these shares pursuant to an account management agreement with Ontario
Teachers' Pension Plan Board and sole voting and dispositive power over
196,392 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 1,178,364 of such shares and Tundra
Investors, L.P. has no beneficial ownership over any of the 196,392 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: 3,196,538 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,374,756 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,196,538 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.4%
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: 1,821,782 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,821,782
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.2%
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(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 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated in its entirety as follows:
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby file this Schedule 13D Statement on behalf of
TMI-FW, Inc., a Texas corporation ("TMI"), Thomas M. Taylor ("TMT") and Ontario
Teachers' Pension Plan Board, an Ontario, Canada corporation ("Teachers"). TMI,
TMT and Teachers are sometimes hereinafter collectively referred to as the
"Reporting Persons." The Reporting Persons are making this single, joint filing
because they may be deemed to constitute a "group" within the meaning of Section
13(d)(3) of the Act, although neither the fact of this filing nor anything
contained herein shall be deemed to be an admission by the Reporting Persons
that a group exists.
(b)-(c)
TMI
TMI is a Texas corporation, the principal business of which is providing
investment consulting services to third parties. The principal business address
of TMI, which also serves as its principal office, is 201 Main Street, Suite
3200, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the
Act, the name, residence or business address, and present principal occupation
or employment of each director, executive officer and controlling person of TMI
are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Thomas M. Taylor 201 Main Street President of Thomas
Suite 3200 M. Taylor & Co.
Fort Worth, Texas 76102 ("Taylor & Co.")
W. R. Cotham 201 Main Street Vice President/
Suite 2600 Controller of
Fort Worth, Texas 76102 Bass Enterprises
Production Co. ("BEPCO")
William O. 201 Main Street Senior Information/
Reimann IV Suite 3200 Compliance Officer of
Fort Worth, Texas 76102 Taylor & Co.
Taylor & Co. is a Texas corporation, the principal business of which is the
rendering of investment consulting services to third parties. The principal
business address of Taylor & Co., which also serves as its principal office, is
201 Main Street, Suite 3200, Fort Worth, Texas 76102.
BEPCO is a Texas corporation, the principal business of which is oil
exploration and drilling and producing hydrocarbons. The principal address of
BEPCO, which also serves as its principal office, is 201 Main Street, Suite
2700, Fort Worth, Texas 76102.
TMT
See answers above.
Teachers
Teachers is an Ontario, Canada corporation, the principal business of which
is the administration of the pension fund for Ontario teachers. The principal
business address of Teachers, which also serves as its principal office, is 5650
Yonge Street, 5th Floor, North York, Ontario M2M 4H5. Pursuant to Instruction
C to Schedule 13D of the Act, the name, residence or business address, and
present principal occupation or employment of each director, executive officer
and controlling person of Teachers are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Claude Lamoureux 5650 Yonge Street President and Chief Executive
5th Floor Officer of Teachers
North York, Ontario
M2M 4H5
Ted Medland 121 King Street West Retired Financial Executive
(ChairPerson) Suite 2525
Toronto, Ontario
M5H 3T9
Jalynn Bennett 247 Davenport Rd. President of Jalynn H. Bennett
(Director) Suite 303 Associates, a strategic plan-
Toronto, Ontario ning consulting firm whose
M5R 1J9 principal business address and
office are the same as for Ms.
Bennett.
Gail Cook-Bennett P.O. Box 59, Suite 1416 Executive Vice-President of
(Director) Commercial Union Tower Bennecon Limited, an economics
Toronto Dominion Centre consulting firm whose principal
Toronto, Ontario business address and office are
M5K 1E7 the same as for Ms. Cook-Bennett.
Martin Hicks 9 Killarney Road Self-employed Investment
(Director) Toronto, Ontario Consultant
M5P 1L7
David Lennox 5160 Orbitor Drive Secretary for Ontario Public School
(Director) Mississauga, Ontario Teachers' Federation, a teachers'
L4W 5H2 union whose principal business
address and office are the same
as for Mr. Lennox.
Ann Finlayson 440 Markham Street Self-employed journalist, speaker,
(Director) Toronto, Ontario freelance editor and
M6G 2L2 consultant
Lucy Greene 150 King Street West Human Resources Executive for
(Director) 4th Floor Sunlife Assurance Company of
Sunlife Centre Canada, a life insurance
Toronto, Ontario company whose principal
M5H 1J9 business address and office
are the same as for
Ms. Greene.
Robin Korthals 121 King Street West Retired Financial Executive
(Director) Suite 2525
Toronto, Ontario
M5H 3T9
Geof Clarkson P.O. Box 251 Retired Partner with Ernst & Young
(Director) Toronto-Dominion Centre
Toronto, Ontario
M5K 1J7
Gary Porter 820-439 University Ave. Self-employed Chartered Accountant
(Director) Toronto, Ontario
M5G 1Y8
(d) None of the entities or persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Each of TMT and the other executive officers of TMI-FW, Inc. are
citizens of the United States of America. Each of Claude Lamoureux and the
directors of Teachers are citizens of Canada.
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 $75,369,108.35 (2)
(1) TMI has not expended any of its funds for purchases of the shares
of Stock reported herein. 196,392 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
$5,292,025.66 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 3,196,538. Of these shares, 196,392 are beneficially owned
pursuant to the agreement with Tundra and 3,000,146 are beneficially owned
pursuant to the agreement with Teachers. The total constitutes approximately
7.4% 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
3,196,538 shares of the Stock, which constitutes approximately 7.4% 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 1,821,782, which constitutes
approximately 4.2% 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 3,000,146 shares of the Stock, and the sole power to
dispose or to direct the disposition of 1,178,364 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 196,392 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 3,196,538 shares of the Stock and the sole power
to dispose or to direct the disposition of 1,374,756 shares of the Stock.
Teachers
Teachers has the sole power to dispose or to direct the disposition of
1,821,782 shares of the Stock. Teachers has no power to vote or direct the vote
of any shares of the Stock.
(c) During the past 60 days, 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 10-09-97 10,000 (P) $29.26(1)
Teachers 10-15-97 3,476 (S) 29.25(1)
Teachers(2) 10-15-97 1,399 (S) 29.25
Tundra(3) 10-15-97 233 (S) 29.25
Teachers 10-15-97 469 (S) 29.23(1)
Teachers(2) 10-15-97 10,366 (S) 29.26
Tundra(3) 10-15-97 1,728 (S) 29.26
Teachers 10-15-97 4,430 (S) 29.25(1)
Teachers 10-15-97 599 (S) 29.23(1)
Teachers 10-16-97 8,700 (S) 28.07(1)
Teachers(2) 10-28-97 42,857 (P) 26.12
Tundra(3) 10-28-97 7,143 (P) 26.12
Teachers 11-11-97 3,700 (S) 26.24(1)
Teachers 11-11-97 3,152 (S) 26.32(1)
Teachers 11-11-97 3,700 (S) 26.10(1)
Teachers(2) 11-13-97 85,714 (P) 24.33
Tundra(3) 11-13-97 14,286 (P) 24.33
Teachers(2) 11-17-97 191,486 (P) 24.03
Tundra(3) 11-17-97 31,914 (P) 24.03
Teachers(2) 11-17-97 85,714 (P) 24.26
Tundra(3) 11-17-97 14,286 (P) 24.26
(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 during the
past 60 days.
(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 18, 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.
