SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
United Dominion Industries Limited
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Shares, No Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
909914103
- --------------------------------------------------------------------------------
(CUSIP Number)
Jane Beatty
5650 Yonge Street, 5th Floor
Toronto, Ontario M2M 4H5
(416) 730-6178
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 28, 2000
- --------------------------------------------------------------------------------
(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(e), 13d-1(f) or 13d-1(g), 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).
<PAGE>
1. Name of Reporting Person: Ontario Teachers' Pension Plan Board
2. Check the Appropriate Box if a Member of a Group: (a) |_|
(b) |_|
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
Number of 7. Sole Voting Power: 4,281,431
Shares Beneficially
Owned By 8. Shared Voting Power: -0-
Each
Reporting 9. Sole Dispositive Power: 4,281,431
Person With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 4,281,431
12. Check box if the Aggregate Amount in Row (11) Excludes Certain Shares: |_|
13. Percent of Class Represented by Amount in Row (11): 11.0%
14. Type of Reporting Person: EP
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
Ontario Teachers' Pension Plan Board ("Teachers") hereby amends its Schedule 13D
Statement dated November 15, 1996, as amended by Amendment No. 1 dated November
18, 1997, as amended by Amendment No. 2 dated November 20, 1997, as amended by
Amendment No. 3 dated January 15, 1998, as amended by Amendment No. 4 dated
October 22, 1998, as amended by Amendment No. 5 dated March 25, 1999, and as
amended by Amendment No. 6 dated October 26, 1999 (the "Schedule 13D"), relating
to the Common Stock, no par value (the "Stock"), of United Dominion Industries
Limited (the "Issuer"). 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)-(c) This Schedule 13D Statement is being filed by Teachers. Teachers is
sometimes hereinafter referred to as the "Reporting Person."
Teachers is an Ontario, Canada corporation, the principal business of which
is the administration of a pension plan and management of a pension fund for
Ontario teachers. The principal business address of Teachers is 5650 Yonge
Street, 5th Floor, Toronto, 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:
<TABLE>
<CAPTION>
Residence or Principal Occupation
Name Business Address Employment
---- ---------------- ----------
<S> <C> <C>
Claude Lamoureux 5650 Yonge Street President and Chief Executive Office
5th Floor of Teachers
Toronto, Ontario
M2M 4H5
Robin Korthals 121 King Street West Retired Financial Executive
(Chairperson) Suite 2525
Toronto, Ontario
M5H 3T9
Jalynn Bennett 247 Davenport Road President of Jalynn H. Bennett
(Director) Suite 303 Associates, a strategic planning
Toronto, Ontario consulting firm whose principal
M5R 1J9 business address and office are the
same as for Ms. Bennett.
David Lennox 55 Lombard Street Retired Secretary for Ontario Public
(Director) Suite 413 School Teachers' Federation, a
Toronto, Ontario teachers' union.
M5C 2R7
Ann Finlayson 440 Markham Street Self-employed journalist, speaker,
(Director) Toronto, Ontario freelance editor and consultant
M6G 2L2
Lucy Greene 1736 Caughey Lane Retired Human Resources Executive for
(Director) Penetang, Ontario Sun Life Assurance Company of Canada.
L9M 1X4
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
Ralph Lean, Q.C. Cassels Brock & Blackwell Corporate & Commerical Lawyer
(Director) 40 King Street West
Suite 2100
Toronto, Ontario
M5H 3C2
Robert Bertram 5650 Yonge Street Senior Vice President, Investments of
5th Floor Teachers
Toronto, Ontario
M2M-4H5
Allan Ressor 5650 Yonge Street Senior Vice President, Member Services
5th Floor and Chief Information Officer of
Toronto, Ontario Teachers
M2M-4H5
John Brennan 5650 Yonge Street Vice President, Human Resources &
5th Floor Public Affairs of Teachers
Toronto, Ontario
M2M-4H5
Andrew Jones 5650 Yonge Street Vice President, Finance of Teachers
5th Floor
Toronto, Ontario
M2M-4H5
Peter Maher 5650 Yonge Street Vice President, Internal Audit of
5th Floor Teachers
Toronto, Ontario
M2M-4H5
Roger Barton 5650 Yonge Street Vice President, General Counsel &
5th Floor Secretary of Teachers
Toronto, Ontario
M2M-4H5
Rosemarie McClean 5650 Yonge Street Vice President, Client Services of
5th Floor Teachers
Toronto, Ontario
M2M-4H5
Morgan McCague 5650 Yonge Street Vice President, Quantitative
5th Floor Investments of Teachers
Toronto, Ontario
M2M-4H5
Neil Petroff 5650 Yonge Street Vice President, International Equity,
5th Floor Fixed Income and Foreign Exchange of
Toronto, Ontario Teachers
M2M-4H5
Brian Gibson 5650 Yonge Street Vice President, Equities of Teachers
5th Floor
Toronto, Ontario
M2M-4H5
Michael Lay 5650 Yonge Street Vice President, Merchant Banking of
5th Floor Teachers
Toronto, Ontario
M2M-4H5
Brian Muzyk 5650 Yonge Street Vice President, Real Estate of Teachers
5th Floor
Toronto, Ontario
M2M-4H5
Leo de Bever 5650 Yonge Street Vice President, Research & Economics
5th Floor of Teachers
Toronto, Ontario
M2M-4H5
</TABLE>
(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 the directors and the executive officers 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
Person to purchase shares of the Stock are as follows:
SOURCE OF FUNDS AMOUNT OF FUNDS
Pension Fund Assets $163,165,052.79 (1)
(1) This figure represents the total amount expended by Teachers for all
purchases of shares of the Stock. For shares of Stock purchased on or before
November 8, 1996, Canadian dollar amounts are converted to U.S. dollar amounts
based on the exchange rate for November 8, 1996. For all purchases after
November 8, 1996 to the date of this Amendment, the exchange rate on the date of
such purchase is used.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
(a) At the close of business on January 28, 2000, Teachers beneficially
owned 4,281,431 shares of Stock pursuant to Rule 13d-3 of the Act, which
constitutes approximately 11.0% of the outstanding shares of Stock. Pursuant to
publicly available information 39,042,937 shares of the Stock were outstanding
on September 30, 1999.
To the best of the knowledge of the Reporting Person, 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) Teachers has the sole power to vote or direct the vote and to dispose
or direct the disposition of 4,281,431 shares of the Stock.
<PAGE>
(c) The following table describes transactions in the Stock by Teachers in
the sixty days prior to January 28, 2000.
<TABLE>
<CAPTION>
Date of Number of Purchase (P) Price per Where and how
Transaction Securities or Sale (S) Share* transaction effected
- ----------- ---------- ----------- ------ --------------------
<S> <C> <C> <C> <C>
11/30/99 1,100 S $20.45 All transactions
11/30/99 300 S $20.36 effected through
11/30/99 1,700 S $20.41 a broker on the
12/3/99 25,000 P $19.96 Toronto Stock
12/6/99 800 S $19.90 Exchange
12/6/99 1,600 S $19.90
12/8/99 400 S $19.86
12/8/99 400 S $19.91
12/9/99 800 S $19.87
12/9/99 400 S $19.87
12/10/99 500 S $19.64
12/10/99 500 S $19.64
12/13/99 900 S $20.10
12/14/99 800 S $19.79
12/14/99 700 S $19.63
12/22/99 14,900 S $19.95
12/31/99 1,400 S $20.08
12/31/99 3,700 S $19.87
13/31/99 2,700 S $19.92
12/31/99 10,300 P $20.09
12/31/99 2,900 S $19.99
1/4/00 500 P $19.95
1/4/00 3,700 P $19.58
1/4/00 900 P $19.98
1/4/00 3,100 P $19.95
1/4/00 900 P $19.98
1/7/00 15,000 P $20.52
1/12/00 400 P $20.05
1/25/00 80,000 P $20.52
1/27/00 150,000 P $20.59
1/28/00 135,500 P $20.39
</TABLE>
*Price per Share is net of commissions.
Except as described above, neither Teachers nor, to the best knowledge of
Teachers, any of the persons listed in Item 2 effected any transactions in the
Common Stock in the sixty days prior to January 28, 2000.
(d) Except as set forth herein, the Reporting Person affirms that no person
other than the 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.
<PAGE>
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: January 31, 2000
ONTARIO TEACHERS' PENSION PLAN BOARD,
an Ontario, Canada corporation
By: /s/ Jane Beatty
---------------
Name: Jane Beatty
Title: Legal Counsel, Investments
