UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. Initial)*
VAAL REEFS EXPLORATION AND MINING COMPANY, LTD.
(Name of Issuer)
AMERICAN DEPOSITARY RECEIPTS
(Title of Class of Securities)
918506403
(CUSIP Number)
HAROLD P. HANDS, EXECUTIVE VICE PRESIDENT, LEGAL
MACKENZIE FINANCIAL CORPORATION, 150 BLOOR STREET WEST, SUITE M111,
TORONTO, ONTARIO M5S 3B5 (416) 922-5322
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 10, 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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class).
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
* 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).
CUSIP No. 918506403 13D Page 2 of 4
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Industrial Growth Fund, by its Investment Advisor,
Mackenzie Financial Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ]
(b) [ x ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Toronto, Ontario, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
1,000,000 ADRs (through Investment Advisor, Mackenzie Financial
Corporation)
8. SHARED VOTING POWER
NIL
9. SOLE DISPOSITIVE POWER
1,000,000 ADRs Shares (through Investment Advisor, Mackenzie
Financial Corporation)
10. SHARED DISPOSITIVE POWER
NIL
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 ADRs
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES. * [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14. TYPE OF REPORTING PERSON *
IV - Unregistered Investment Company (Canadian Mutual Fund Trust)
Schedule 13D Page 3 of 4
Item 1 Security and Issuer
Common Shares
VAAL REEFS EXPLORATION AND MINING COMPANY, LTD.
One Marine Midland Center
Buffalo, N.Y. 14203
Item 2 IDENTITY AND BACKGROUND
Item 2(a) Name
Industrial Growth Fund
Item 2(b) Business Address
150 Bloor Street West, Suite M111
Toronto, Ontario, Canada M5S 3B5
Item 2(c) Principle Business
Canadian Mutual Fund Trust
Item 2(d) Criminal Convictions
Nil
Item 2(e) Civil Proceedings
Nil
Item 2(f) Citizenship
N/A
Item 3 Source and Amount of Funds or Other Consideration
Purchase price paid from internal source - net assets of Canadian
mutual fund trust.
Item 4 Purpose of Transaction
The purpose of the transactions reported on this Form Schedule 13D
is investment. The reporting entity has acquired the securities
in the ordinary course of business and not with the purpose nor
with the effect of changing or influencing the control of the
issuer, nor in connection with or as participant in any transaction
having such purpose or effect, including any transaction subject
to Rule 13d-3(b) under the Securities and Exchange Act of 1934, as
amended.
Item 5 INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) Aggregate Number and Percentage of Shares Beneficially Owned
1,000,000 ADRs, 5.2%
<PAGE>
Schedule 13D Page 4 of 4
Item 5(b) Number of Shares as to which such person has:
(i) Sole power to vote or direct the vote: 1,000,000 ADRs
(through Investment Adviser, Mackenzie Financial Corporation)
(ii) Shared power to vote or direct the vote: NIL
(iii) Sole power to dispose or direct the disposition:1,000,000 ADRs
(through Investment Adviser, Mackenzie Financial Corporation)
(iv) Shared power to dispose or direct the disposition: NIL
Item 5(c) Transactions
(i) Transaction effected by: Industrial Growth Fund
(ii) Date: September 23, 1997
(iii) Amount: 60,000 Shares
(iv) Price per share: $4.28
(v) Where and how transaction effected: Market Purchase
Item 5(c) Transactions
(i) Transaction effected by: Industrial Growth Fund
(ii) Date: September 24, 1997
(iii) Amount: 75,000 ADRs
(iv) Price per share: $4.4267
(v) Where and how transaction effected: Market Purchase
Item 5(c) Transactions
(i) Transaction effected by: Industrial Growth Fund
(ii) Date: September 24, 1997
(iii) Amount: 25,000 ADRs
(iv) Price per share: $4.3750
(v) Where and how transaction effected: Market Purchase
Item 5(c) Transactions
(i) Transaction effected by: Industrial Growth Fund
(ii) Date: October 27, 1997
(iii) Amount: 200,000 ADRs
(iv) Price per share: $4.50
(v) Where and how transaction effected: Market Purchase
Item 5(c) Transactions
(i) Transaction effected by: Industrial Growth Fund
(ii) Date: October 27, 1997
(iii) Amount: 100,000 ADRs
(iv) Price per share: $4.4531
(v) Where and how transaction effected: Market Purchase
Item 5(c) Transactions
(i) Transaction effected by: Industrial Growth Fund
(ii) Date: October 28, 1997
(iii) Amount: 75,000 ADRs
(iv) Price per share: $4.3750
(v) Where and how transaction effected: Market Purchase
Item 5(c) Transactions
(i) Transaction effected by: Industrial Growth Fund
(ii) Date: October 28, 1997
(iii) Amount: 125,000 ADRs
(iv) Price per share: $4.3625
(v) Where and how transaction effected: Market Purchase
Item 5(c) Transactions
(i) Transaction effected by: Industrial Growth Fund
(ii) Date: November 10, 1997
(iii) Amount: 300,000 ADRs
(iv) Price per share: $4.0625
(v) Where and how transaction effected: Market Purchase
Item 5(d) Other Interests
Nil
Item 5(e) Date on which reporting person ceased to be beneficial owner of
more than 5%
N/A
Item 6 Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
N/A
Item 7 Material to be Filed as Exhibits
N/A
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.
W. Sian B. Brown
Vice-President, Legal November 14, 1997
