<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)*
REEBOK INTERNATIONAL LTD.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
758110100
(CUSIP Number)
DECEMBER 18, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
Check the following box if a fee is being paid with this 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 the
disclosures provided in a prior cover page.
The information required in 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> 2
Page 2 of 11
CUSIP NO. 758110100 13G
1. Names of Reporting Person(s).
I.R.S. Identification Nos. of above person(s) (entities only).
Investors U.S. Growth Fund
Reporting Person, a non-U.S. entity, has no I.R.S. Identification
Number.
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Manitoba, Canada
Number of Shares 5. Sole Voting Power 0
Beneficially Owned 6. Shared Voting Power 2,375,900
by Each Reporting 7. Sole Dispositive Power 0
Person With 8. Shared Dispositive Power 2,375,900
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,375,900
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
11. Percent of Class Represented by Amount in Row (9):
4.2%
12. Type of Reporting Person (See Instructions)
00 (Open-end mutual fund trust governed by the laws of the Province of
Manitoba, Canada)
<PAGE> 3
Page 3 of 11
CUSIP NO. 758110100 13G
1. Names of Reporting Person(s).
I.R.S. Identification Nos. of above person(s) (entities only).
Investors Global Fund
Reporting Person, a non-U.S. entity, has no I.R.S. Identification
Number.
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Manitoba, Canada
Number of Shares 5. Sole Voting Power 0
Beneficially Owned 6. Shared Voting Power 455,500
by Each Reporting 7. Sole Dispositive Power 0
Person With 8. Shared Dispositive Power 455,500
9. Aggregate Amount Beneficially Owned by Each Reporting Person
455,500
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
11. Percent of Class Represented by Amount in Row (9):
0.8%
12. Type of Reporting Person (See Instructions)
00 (Open-end mutual fund trust governed by the laws of the Province of
Manitoba, Canada)
<PAGE> 4
Page 4 of 11
CUSIP NO. 758110100 13G
1. Names of Reporting Person(s).
I.R.S. Identification Nos. of above person(s) (entities only).
I.G. Investment Management, Ltd.
Reporting Person, a non-U.S. entity, has no I.R.S. Identification
Number.
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Canada
Number of Shares 5. Sole Voting Power 0
Beneficially Owned 6. Shared Voting Power 2,831,400
by Each Reporting 7. Sole Dispositive Power 0
Person With 8. Shared Dispositive Power 2,831,400
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,831,400
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
11. Percent of Class Represented by Amount in Row (9):
5.0%
12. Type of Reporting Person (See Instructions)
CO (Corporation governed by the Canada Business Corporations Act), IA
(Canadian)
<PAGE> 5
Page 5 of 11
CUSIP NO. 758110100 13G
1. Names of Reporting Person(s).
I.R.S. Identification Nos. of above person(s) (entities only).
Investors Group Trust Co. Ltd.
Reporting Person, a non-U.S. entity, has no I.R.S. Identification
Number.
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Manitoba, Canada
Number of Shares 5. Sole Voting Power 0
Beneficially Owned 6. Shared Voting Power 2,831,400
by Each Reporting 7. Sole Dispositive Power 0
Person With 8. Shared Dispositive Power 2,831,400
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,831,400
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
11. Percent of Class Represented by Amount in Row (9):
5.0%
12. Type of Reporting Person (See Instructions)
CO (Corporation governed by the Manitoba Corporations Act)
<PAGE> 6
Page 6 of 11
CUSIP NO. 758110100 13G
1. Name of Reporting Person(s).
I.R.S. Identification Nos. of above person(s) (entities only).
Investors Group Inc.
Reporting Person, a non-U.S. entity, has no I.R.S. Identification
Number.
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Canada
Number of Shares 5. Sole Voting Power 0
Beneficially Owned 6. Shared Voting Power 2,831,400
by Each Reporting 7. Sole Dispositive Power 0
Person With 8. Shared Dispositive Power 2,831,400
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,831,400
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
11. Percent of Class Represented by Amount in Row (9):
5.0%
12. Type of Reporting Person (See Instructions)
CO (Corporation governed by the Canada Business Corporations Act), HC
<PAGE> 7
Page 7 of 11
CUSIP NO. 758110100 13G
1. Name of Reporting Person(s).
I.R.S. Identification Nos. of above person(s) (entities only).
Investors Group Trustco Inc.
Reporting Person, a non-U.S. entity, has no I.R.S. Identification
Number.
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Canada
Number of Shares 5. Sole Voting Power 0
Beneficially Owned 6. Shared Voting Power 2,831,400
by Each Reporting 7. Sole Dispositive Power 0
Person With 8. Shared Dispositive Power 2,831,400
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,831,400
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
11. Percent of Class Represented by Amount in Row (9):
5.0%
12. Type of Reporting Person (See Instructions)
CO (Corporation governed by the Canada Business Corporations Act), HC
<PAGE> 8
Page 8 of 11
ITEM 1(a) NAME OF ISSUER:
Reebok International Ltd.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
100 Technology Center Drive
Stoughton, Massachusetts
02072
ITEM 2(a) NAME OF PERSON FILING:
This joint statement is filed by and on behalf of the following
Reporting Persons signing this Schedule 13G and are hereafter referred to as
the "Reporting Persons": Investors Group Inc. ("IGI"), Investors Group Trustco
Inc. ("Trustco"), Investors Group Trust Co. Ltd. (the "Trustee"), I.G.
Investment Management, Ltd. (the "Management Company"), and Investors U.S.
Growth Fund and Investors Global Fund (collectively, the "Funds").
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
All of the Reporting Persons have their principal places of business
at:
One Canada Centre
447 Portage Avenue
Winnipeg, Manitoba
R3C 3B6
ITEM 2(c) CITIZENSHIP:
IGI is a corporation formed under the Canada Business Corporations
Act. It is a diversified-financial services holding company.
Trustco is a corporation formed under the Canada Business Corporations
Act. It is a holding company.
The Management Company is a corporation formed under the Canada
Business Corporations Act. It provides management services to the Funds.
The Trustee is a corporation formed under the Manitoba Corporations
Act. It is the trustee for the Unitholders of the Funds and serves as the
trustee for other open-end mutual fund trusts organized and affiliated with
IGI.
The Funds are open-end mutual fund trusts of which the Unitholders are
beneficiaries established in accordance with a Declaration of Trust under the
laws of Manitoba, Canada.
IGI owns 100% of the issued and outstanding Class A Common Shares of
Trustco. Trustco owns 100% of the issued and outstanding Class A Common Shares
of the Management Company. Trustco also owns, directly or indirectly, 100% of
the issued and outstanding Common Shares of the Trustee. Trustco, the
Management Company, the Trustee, and the Funds are all ultimately controlled by
IGI through its ownership of 100% of the issued and outstanding Class A Common
Shares of Trustco.
Power Financial Corporation owns 67.4% of the common stock of
Investors Group Inc. Power Corporation of Canada, of which Mr. Paul Desmarais
owns 67.7% of the voting power, owns 67.5% of the common stock of Power
Financial Corporation.
<PAGE> 9
Page 9 of 11
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
The class of equity securities to which this statement on Schedule 13G
relates is the Common Stock, par value $.01 per share (the "Common Stock" or
the "Securities"), of Reebok International Ltd., a Massachusetts corporation
(the "Issuer").
ITEM 2(e) CUSIP NUMBER:
758110100
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b), OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8).
(e) [ ] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [ x ]
ITEM 4 OWNERSHIP.
Incorporated by reference to Items (5) - (9) and (11) of the cover page
pertaining to each Reporting Person.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following:
[ ]
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable
<PAGE> 10
Page 10 of 11
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 not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect.
SIGNATURE.
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.
April 22, 1999 INVESTORS GROUP INC.
By: /s/ Edwin R. Buss
-----------------
Edwin R. Buss, as
Attorney-in-Fact for
Hugh Sanford Riley,
President and Chief
Executive Officer of
Investors Group Inc.
April 22, 1999 INVESTORS GROUP TRUSTCO INC.
By: /s/ Edwin R. Buss
-----------------
Edwin R. Buss, as
Attorney-in-Fact for
Richard Elliot Archer,
President of
Investors Group Trustco Inc.
April 22, 1999 INVESTORS GROUP TRUST CO. LTD.
By: /s/ Edwin R. Buss
-----------------
Edwin R. Buss, as
Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer
Investors Group Trust Co. Ltd.
<PAGE> 11
Page 11 of 11
April 22, 1999 I.G. INVESTMENT MANAGEMENT, LTD.
By: /s/ Edwin R. Buss
-----------------
Edwin R. Buss, as
Attorney-in-Fact for
Alexander Scott Penman,
President and Chief Executive Officer of
I.G. Investment Management, Ltd.
April 22, 1999 INVESTORS U.S. GROWTH FUND
By: /s/ Edwin R. Buss
-----------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors U.S. Growth Fund
April 22, 1999 INVESTORS GLOBAL FUND
By: /s/ Edwin R. Buss
-----------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors Global Fund
<PAGE> 12
Exhibit A
Joint Filing Agreement
----------------------
In accordance with Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to the joint
filing with all other Reporting Persons (as such term is defined in the
Schedule 13G referred to below) on behalf of each of them of a statement on
Schedule 13G (including amendments thereto) with respect to the Common Stock,
par value $.01 per share of Reebok International Ltd., and that this Agreement
be included as an Exhibit to such joint filing. This Agreement may be executed
in any number of counterparts all of which taken together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement this 23rd day of December, 1998.
INVESTORS GROUP INC.
By: /s/ Edwin R. Buss
-----------------
Edwin R. Buss, as
Attorney-in-Fact for
Hugh Sanford Riley,
President and Chief
Executive Officer of
Investors Group Inc.
INVESTORS GROUP TRUSTCO INC.
By: /s/ Edwin R. Buss
-----------------
Edwin R. Buss, as
Attorney-in-Fact for
Richard Elliot Archer,
President of
Investors Group Trustco Inc.
INVESTORS GROUP TRUST CO. LTD.
By: /s/ Edwin R. Buss
-----------------
Edwin R. Buss, as
Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer
Investors Group Trust Co. Ltd.
<PAGE> 13
I.G. INVESTMENT MANAGEMENT, LTD.
By: /s/ Edwin R. Buss
-----------------
Edwin R. Buss, as
Attorney-in-Fact for
Richard Elliot Archer,
President of
I.G. Investment Management, Ltd.
INVESTORS U.S. GROWTH FUND
By: /s/ Edwin R. Buss
-----------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors U.S. Growth Fund
INVESTORS GLOBAL FUND
By: /s/ Edwin R. Buss
-----------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors Global Fund
<PAGE> 14
Exhibit B
Power of Attorney
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Hugh Sanford Riley,
President and Chief Executive Officer of Investors Group Inc., have made,
constituted and appointed, and by these presents do make, constitute and
appoint, Edwin R. Buss, James Lawson or David M. R. Cheop, and any one of them
acting separately, my true and lawful attorneys for me and in my name, place
and stead solely for the purpose of executing, filing or delivering on behalf
of Investors Group Inc. any and all statements on Schedule 13G under the
Securities Exchange Act of 1934, and any amendments thereof and any filing
agreement relating thereto, giving and granting unto said attorneys full power
and authority to do and perform all and every such act as fully, to all intents
and purposes, as I might or could do if personally present, with full power of
substitution and revocation, hereby ratifying and confirming all that said
attorneys or their substitute shall lawfully do or cause to be done by virtue
hereof. This instrument may not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this
23rd day of December, 1998.
/s/ Hugh Sanford Riley
----------------------------------
Hugh Sanford Riley
BE IT KNOWN, that on this 23rd day of December, 1998, before
me Martin Gutnik, a Notary Public in and for the Province of Manitoba, duly
commissioned and sworn, personally came and appeared Hugh Sanford Riley, to me
known, and known to me to be the same person described in and who executed the
Power of Attorney, and acknowledged the within Power of Attorney to be his act
and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
affixed my seal of office, the day and year last above written.
/s/ Martin Gutnik
----------------------------------
Notary Public
<PAGE> 15
Exhibit C
Power of Attorney
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Richard Elliot Archer,
President of Investors Group Trustco Inc., have made, constituted and
appointed, and by these presents do make, constitute and appoint, Edwin R.
Buss, James Lawson or David M. R. Cheop, and any one of them acting
separately, my true and lawful attorneys for me and in my name, place and stead
solely for the purpose of executing, filing or delivering on behalf of
Investors Group Trustco Inc. any and all statements on Schedule 13G under the
Securities Exchange Act of 1934, and any amendments thereof and any filing
agreement relating thereto, giving and granting unto said attorneys full power
and authority to do and perform all and every such act as fully, to all intents
and purposes, as I might or could do if personally present, with full power of
substitution and revocation, hereby ratifying and confirming all that said
attorneys or their substitute shall lawfully do or cause to be done by virtue
hereof. This instrument may not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this
23rd day of December, 1998.
/s/ Richard Elliot Archer
------------------------------------------
Richard Elliot Archer
BE IT KNOWN, that on this 23rd day of December, 1998, before
me Martin Gutnik, a Notary Public in and for the Province of Manitoba, duly
commissioned and sworn, personally came and appeared Richard Elliot Archer, to
me known, and known to me to be the same person described in and who executed
the Power of Attorney, and acknowledged the within Power of Attorney to be his
act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
affixed my seal of office, the day and year last above written.
/s/ Martin Gutnik
------------------------------------------
Notary Public
<PAGE> 16
Exhibit D
Power of Attorney
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Wayne Stanley Walker,
President and Chief Executive Officer of Investors Group Trust Co. Ltd., have
made, constituted and appointed, and by these presents do make, constitute and
appoint, Edwin R. Buss, James Lawson or David M. R. Cheop, and any one of them
acting separately, my true and lawful attorneys for me and in my name, place
and stead solely for the purpose of executing, filing or delivering on behalf
of Investors Group Trust Co. Ltd. any and all statements on Schedule 13G under
the Securities Exchange Act of 1934, and any amendments thereof and any filing
agreement relating thereto, giving and granting unto said attorneys full power
and authority to do and perform all and every such act as fully, to all intents
and purposes, as I might or could do if personally present, with full power of
substitution and revocation, hereby ratifying and confirming all that said
attorneys or their substitute shall lawfully do or cause to be done by virtue
hereof. This instrument may not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this
23rd day of December, 1998.
/s/ Wayne Stanley Walker
---------------------------------------------
Wayne Stanley Walker
BE IT KNOWN, that on this 23rd day of December, 1998, before
me Martin Gutnik, a Notary Public in and for the Province of Manitoba, duly
commissioned and sworn, personally came and appeared Wayne Stanley Walker, to
me known, and known to me to be the same person described in and who executed
the Power of Attorney, and acknowledged the within Power of Attorney to be his
act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
affixed my seal of office, the day and year last above written.
/s/ Martin Gutnik
---------------------------------------------
Notary Public
<PAGE> 17
Exhibit E
Power of Attorney
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Richard Elliot Archer,
President of I.G. Investment Management, Ltd., have made, constituted and
appointed, and by these presents do make, constitute and appoint, Edwin R.
Buss, James Lawson or David M. R. Cheop, and any one of them acting
separately, my true and lawful attorneys for me and in my name, place and stead
solely for the purpose of executing, filing or delivering on behalf of I.G.
Investment Management, Ltd. any and all statements on Schedule 13G under the
Securities Exchange Act of 1934, and any amendments thereof and any filing
agreement relating thereto, giving and granting unto said attorneys full power
and authority to do and perform all and every such act as fully, to all intents
and purposes, as I might or could do if personally present, with full power of
substitution and revocation, hereby ratifying and confirming all that said
attorneys or their substitute shall lawfully do or cause to be done by virtue
hereof. This instrument may not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this
23rd day of December, 1998.
/s/ Richard Elliot Archer
----------------------------------
Richard Elliot Archer
BE IT KNOWN, that on this 23rd day of December, 1998, before
me Martin Gutnik, a Notary Public in and for the Province of Manitoba, duly
commissioned and sworn, personally came and appeared Richard Elliot Archer, to
me known, and known to me to be the same person described in and who executed
the Power of Attorney, and acknowledged the within Power of Attorney to be his
act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
affixed my seal of office, the day and year last above written.
/s/ Martin Gutnik
----------------------------------
Notary Public
<PAGE> 18
Exhibit F
Power of Attorney
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Wayne Stanley Walker,
President and Chief Executive Officer of Investors Group Trust Co. Ltd., as
Trustee for Investors U.S. Growth Fund, have made, constituted and appointed,
and by these presents do make, constitute and appoint, Edwin R. Buss, James
Lawson or David M. R. Cheop, and any one of them acting separately, my true and
lawful attorneys for me and in my name, place and stead solely for the purpose
of executing, filing or delivering on behalf of Investors U.S. Growth Fund any
and all statements on Schedule 13G under the Securities Exchange Act of 1934,
and any amendments thereof and any filing agreement relating thereto, giving
and granting unto said attorneys full power and authority to do and perform all
and every such act as fully, to all intents and purposes, as I might or could
do if personally present, with full power of substitution and revocation,
hereby ratifying and confirming all that said attorneys or their substitute
shall lawfully do or cause to be done by virtue hereof. This instrument may
not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this
23rd day of December, 1998.
/s/ Wayne Stanley Walker
----------------------------------
Wayne Stanley Walker
BE IT KNOWN, that on this 23rd day of December, 1998, before
me Martin Gutnik, a Notary Public in and for the Province of Manitoba, duly
commissioned and sworn, personally came and appeared Wayne Stanley Walker, to
me known, and known to me to be the same person described in and who executed
the Power of Attorney, and acknowledged the within Power of Attorney to be his
act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
affixed my seal of office, the day and year last above written.
/s/ Martin Gutnik
----------------------------------
Notary Public
<PAGE> 19
Exhibit G
Power of Attorney
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Wayne Stanley Walker,
President and Chief Executive Officer of Investors Group Trust Co. Ltd., as
Trustee for Investors Global Fund, have made, constituted and appointed, and by
these presents do make, constitute and appoint, Edwin R. Buss, James Lawson or
David M. R. Cheop, and any one of them acting separately, my true and lawful
attorneys for me and in my name, place and stead solely for the purpose of
executing, filing or delivering on behalf of Investors Global Fund any and all
statements on Schedule 13G under the Securities Exchange Act of 1934, and any
amendments thereof and any filing agreement relating thereto, giving and
granting unto said attorneys full power and authority to do and perform all and
every such act as fully, to all intents and purposes, as I might or could do if
personally present, with full power of substitution and revocation, hereby
ratifying and confirming all that said attorneys or their substitute shall
lawfully do or cause to be done by virtue hereof. This instrument may not be
changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this
23rd day of December, 1998.
/s/ Wayne Stanley Walker
----------------------------------
Wayne Stanley Walker
BE IT KNOWN, that on this 23rd day of December, 1998, before
me Martin Gutnik, a Notary Public in and for the Province of Manitoba, duly
commissioned and sworn, personally came and appeared Wayne Stanley Walker, to
me known, and known to me to be the same person described in and who executed
the Power of Attorney, and acknowledged the within Power of Attorney to be his
act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
affixed my seal of office, the day and year last above written.
/s/ Martin Gutnik
----------------------------------
Notary Public
<PAGE> 20
Exhibit H
Power of Attorney
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Alexander Scott
Penman, President of I.G. Investment Management, Ltd., have made, constituted
and appointed, and by these presents do make, constitute and appoint, Edwin R.
Buss, James Lawson or David M. R. Cheop, and any one of them acting
separately, my true and lawful attorneys for me and in my name, place and stead
solely for the purpose of executing, filing or delivering on behalf of I.G.
Investment Management, Ltd. any and all statements on Schedule 13G under the
Securities Exchange Act of 1934, and any amendments thereof and any filing
agreement relating thereto, giving and granting unto said attorneys full power
and authority to do and perform all and every such act as fully, to all intents
and purposes, as I might or could do if personally present, with full power of
substitution and revocation, hereby ratifying and confirming all that said
attorneys or their substitute shall lawfully do or cause to be done by virtue
hereof. This instrument may not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this
19th day of March, 1999.
/s/ Alexander Scott Penman
------------------------------------------
Alexander Scott Penman
BE IT KNOWN, that on this 19th day of March, 1999, before me
Douglas E. Jones, a Notary Public in and for the Province of Manitoba, duly
commissioned and sworn, personally came and appeared Alexander Scott Penman, to
me known, and known to me to be the same person described in and who executed
the Power of Attorney, and acknowledged the within Power of Attorney to be his
act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
affixed my seal of office, the day and year last above written.
/s/ Douglas E. Jones
------------------------------------------
Notary Public
