TOPPS CO INC, SC 13D/A, 1999-08-05

TOPPS CO INC
SC 13D/A, 1999-08-05
COMMERCIAL PRINTING

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<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*

THE TOPPS COMPANY, INC.
(Name of Issuer)

COMMON STOCK
(Title of Class of Securities)

890786106
(CUSIP Number)

JAMES LAWSON
MANAGER, INVESTMENT ADMINISTRATION
I.G. Investment Management, Ltd.
One Canada Centre
447 Portage Avenue
Winnipeg, Manitoba Canada
R3C 3B6
Telephone: (204) 956-8224
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

JUNE 24, 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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 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).

<PAGE> 2

<TABLE>
<CAPTION>
CUSIP NO. 890786106
<S> <C>
1. Names of Reporting Person(s).
I.R.S. Identification No(s). 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. Source of Funds (See Instructions)
00 -- Funds from time to time committed to Investors Group Trust Co. Ltd. by Unitholders for
investment in Units of the Fund.

5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
[ ]

6. Citizenship or Place of Organization
Manitoba, Canada

Number of Shares 7. Sole Voting Power 0
Beneficially Owned 8. Shared Voting Power 1,779,200
by Each Reporting 9. Sole Dispositive Power 0
Person With 10. Shared Dispositive Power 1,779,200

11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,779,200

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]

13. Percent of Class Represented by Amount in Row (11):
3.8%

14. Type of Reporting Person (See Instructions)
00 (Open-end mutual fund trust governed by the laws of the Province of Manitoba, Canada)
</TABLE>

<PAGE> 3

<TABLE>
<CAPTION>
CUSIP NO. 890786106
<S> <C>
1. Names of Reporting Person(s).
I.R.S. Identification No(s). 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. Source of Funds (See Instructions)
00 -- Funds from time to time committed to Investors Group Trust Co. Ltd. by Unitholders
for investment in Units of the Fund.

5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
[ ]

6. Citizenship or Place of Organization
Manitoba, Canada

Number of Shares 7. Sole Voting Power 0
Beneficially Owned 8. Shared Voting Power 513,600
by Each Reporting 9. Sole Dispositive Power 0
Person With 10. Shared Dispositive Power 513,600

11. Aggregate Amount Beneficially Owned by Each Reporting Person
513,600

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]

13. Percent of Class Represented by Amount in Row (11):
1.1%

14. Type of Reporting Person (See Instructions)
00 (Open-end mutual fund trust governed by the laws of the Province of Manitoba, Canada)
</TABLE>

<PAGE> 4

<TABLE>
<CAPTION>
CUSIP NO. 890786106
<S> <C>
1. Names of Reporting Person(s).
I.R.S. Identification No(s). 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. Source of Funds (See Instructions)
00 -- Funds from time to time committed to Investors Group Trust Co. Ltd. by Unitholders of Investors
U.S. Growth Fund and Investors Global Fund for investment in Units of each of Investors U.S. Growth
Fund and Investors Global Fund, respectively.

5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
[ ]

6. Citizenship or Place of Organization
Canada

Number of Shares 7. Sole Voting Power 0
Beneficially Owned 8. Shared Voting Power 2,292,800
by Each Reporting 9. Sole Dispositive Power 0
Person With 10. Shared Dispositive Power 2,292,800

11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,292,800

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]

13. Percent of Class Represented by Amount in Row (11):
4.9%

14. Type of Reporting Person (See Instructions)
CO (Corporation governed by the Canada Business Corporations Act), IA (Canadian)
</TABLE>

<PAGE> 5

<TABLE>
<CAPTION>
CUSIP NO. 890786106
<S> <C>
1. Names of Reporting Person(s).
I.R.S. Identification No(s). 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

5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
[ ]

6. Citizenship or Place of Organization
Manitoba, Canada

Number of Shares 7. Sole Voting Power 0
Beneficially Owned 8. Shared Voting Power 2,292,800
by Each Reporting 9. Sole Dispositive Power 0
Person With 10. Shared Dispositive Power 2,292,800

11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,292,800

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]

13. Percent of Class Represented by Amount in Row (11):
4.9%

14. Type of Reporting Person (See Instructions)
CO (Corporation governed by the Manitoba Corporations Act)
</TABLE>

<PAGE> 6

<TABLE>
<CAPTION>
CUSIP NO. 890786106
<S> <C>
1. Name of Reporting Person(s).
I.R.S. Identification No(s). 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

5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
[ ]

6. Citizenship or Place of Organization
Canada

Number of Shares 7. Sole Voting Power 0
Beneficially Owned 8. Shared Voting Power 2,292,800
by Each Reporting 9. Sole Dispositive Power 0
Person With 10. Shared Dispositive Power 2,292,800

11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,292,800

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]

13. Percent of Class Represented by Amount in Row (11):
4.9%

14. Type of Reporting Person (See Instructions)
CO (Corporation governed by the Canada Business Corporations Act), HC
</TABLE>

<PAGE> 7

<TABLE>
<CAPTION>
CUSIP NO. 890786106
<S> <C>
1. Name of Reporting Person(s).
I.R.S. Identification No(s). 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

5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
[ ]

6. Citizenship or Place of Organization
Canada

Number of Shares 7. Sole Voting Power 0
Beneficially Owned 8. Shared Voting Power 2,292,800
by Each Reporting 9. Sole Dispositive Power 0
Person With 10. Shared Dispositive Power 2,292,800

11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,292,800

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]

13. Percent of Class Represented by Amount in Row (11):
4.9%

14. Type of Reporting Person (See Instructions)
CO (Corporation governed by the Canada Business Corporations Act), HC
</TABLE>

<PAGE> 8

This Amendment No. 2 supplements and amends the original joint filing
statement dated June 8, 1995 as amended by Amendment No. 1 dated November 16,
1995 by and on behalf of the following Reporting Persons signing this Amendment
No. 2 to Schedule 13D 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 1. SECURITY AND ISSUER.

The class of equity securities to which this amended statement on Schedule
13D relates is the Common Stock (the "Common Stock" or the "Securities"), of
The Topps Company, Inc., a Delaware corporation (the "Issuer").

ITEM 2. IDENTITY AND BACKGROUND.

All of the Reporting Persons have their principal places of business at:

One Canada Centre
447 Portage Avenue
Winnipeg, Manitoba
R3C 3B6

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 controls
67.7% of the voting power, owns 67.5% of the common stock of Power Financial
Corporation.

Schedule 1 annexed hereto sets forth the name, principal occupation or
employment and address of each of the executive officers and directors of IGI,
Trustco, the Management Company, and the Trustee and is incorporated herein by
reference. All such executive officers and directors are Canadian citizens
except as indicated on Schedule 1, and, during the last five years, none has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), nor has he or she been a party

<PAGE> 9

to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which he or she was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal (U.S.A.) or state securities laws
or finding any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The Reporting Persons used an aggregate of approximately $17,680,019.46 to
purchase the Issuer's Common Stock reported as beneficially owned in Item 5
below. The Issuer's Common Stock was purchased with funds of Unitholders of
each Fund from time to time committed to the Trustee for investment in Units of
the Fund.

ITEM 4. PURPOSE OF TRANSACTION.

The purpose of the acquisition of the subject 2,292,800 shares of the
Issuer's Common Stock was and is for investment only with no view to acquire or
otherwise exercise control of or over the Issuer. The Funds may from time to
time purchase additional shares of the Issuer's Common Stock and/or may from
time to time sell any or all shares of Common Stock owned. None of the
Reporting Persons has any commitment or other obligation to purchase or sell
any shares of Common Stock of the Issuer, and the Management Company will do so
on behalf of the Funds based upon the investment policies established by the
Trustee for each Fund and the general and specific market conditions and the
perceived prospects for the Issuer and the Issuer's Common Stock. In addition,
the investment policy of each Fund limits its holdings in the stock of any
issuer to 10% of the Fund's assets and to not more than 10% of any issuer's
issued and outstanding common stock.

Other than as described above, none of the Reporting Persons has any
present plans or proposals which relate to or would result in any transaction,
change or event specified in clauses (a) through (j) of Item 4 of the Schedule
13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) The aggregate number and percentage of Securities to which this
Schedule 13D relates 2,292,800 shares of Common Stock, representing 4.9% of the
46,400,010 shares of the Issuer's Common Stock outstanding, as reported as
being outstanding in the Issuer's Form 10-K for the fiscal year ended March 1,
1997. The Reporting Persons beneficially own those Securities as follows:

<TABLE>
<CAPTION>
Shares of % of
Common Class of
Name Stock Common Stock
---- ----- ------------
<S> <C> <C>
Investors Group Inc. 2,292,800 4.9%
Investors Group Trustco Inc. 2,292,800 4.9%
Investors Group Trust Co. Ltd. 2,292,800 4.9%
I.G. Investment Management, Ltd. 2,292,800 4.9%
Investors U.S. Growth Fund 1,779,200 3.8%
Investors Global Fund 513,600 1.1%
</TABLE>

(b) Under Sections 5.1 and 7.1 of the Declaration of Trust, the Trustee
may be deemed to direct the disposition and voting of the shares of Issuer's
Common Stock held by the Funds. However, IGI, Trustco, the Trustee and the
Management Company may be deemed to beneficially own the subject 2,292,800
shares of the Issuer's Common Stock by virtue of the common officers and/or
directors among IGI, Trustco, the Trustee and the Management Company, as
indicated on Schedule I annexed hereto, and thus directly and indirectly share
voting power and share dispositive power within the meaning of Rule 13d-3 under
Section 13(d) of the Securities Exchange Act of 1934 with respect to the
subject 2,292,800 shares of Issuer's Common Stock.

<PAGE> 10

(c) The table below sets forth purchases of the Issuer's Common Stock by
the Reporting Persons during the last sixty days. All of such purchases were
effected by the Management Company on the New York Stock Exchange.

<TABLE>
<CAPTION>
Approximate Price
Per Share ($)
Amount of Shares (exclusive of
Date Of Common Stock commissions)
<S> <C> <C>
May 5, 1997 -20,000 $4.01
May 6, 1997 -7,500 $4.00
May 12, 1997 -20,000 $3.81
May 14, 1997 -20,000 $3.61
May 15, 1997 -20,000 $3.59
May 16, 1997 -20,000 $3.61
May 19, 1997 -20,000 $3.67
May 20, 1997 -20,000 $3.66
May 21, 1997 -20,000 $3.67
May 23, 1997 -22,500 $3.64
May 27, 1997 -20,000 $3.64
May 28, 1997 -14,500 $3.65
May 29, 1997 -6,000 $3.63
May 30, 1997 -20,000 $3.63
June 2, 1997 -20,000 $3.67
June 3, 1997 -20,000 $3.75
June 4, 1997 -15,000 $3.75
June 5, 1997 -20,000 $3.69
June 6, 1997 -40,000 $3.75
June 9, 1997 -20,000 $3.75
June 10, 1997 -40,000 $3.81
June 11, 1997 -20,000 $3.88
June 12, 1997 -20,000 $3.88
June 13, 1997 -20,000 $3.88
June 16, 1997 -20,000 $3.88
June 17, 1997 -20,000 $3.88
June 18, 1997 -16,500 $3.93
June 24, 1997 -30,000 $3.74
</TABLE>

(d) Each Fund has the right to receive and the power to direct the
receipt of dividends from, and the proceeds from the sale of, the Common Stock
held by it.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.

Investors Group Trust Co. Ltd. is the Trustee of the Funds. The Funds
themselves do not have any officers, although the Trust Declarations creating
the Funds provide that officers can be appointed. The Trust Declarations for
the Funds provide that the Trustee has the sole discretion to invest the assets
of the Fund, vote portfolio securities, and borrow any money to the extent that
the Trustee in its discretion deems necessary. The Trust Declarations further
authorize the Trustee to retain a manager to carry out the investment function
and expressly state that the Management Company is that manager unless and
until replaced. Pursuant to an Investment Management and Service Agreement for
each Fund, the

<PAGE> 11

Management Company provides each Fund with day-to-day administrative services
and with investment management services respecting transactions in securities
of issuers in which the Fund may invest.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

The following Exhibits A, B, C, D, E, F and G are attached hereto:

Exhibit A: Joint Filing Agreement

Exhibit B: Power of Attorney to Edwin R. Buss, James Fossen or David M. R.
Cheop, as Attorney-in-Fact for Hugh Sanford Riley, President and
Chief Executive Officer of Investors Group Inc.

Exhibit C: Power of Attorney to Edwin R. Buss, James Fossen or David M. R.
Cheop, as Attorney-in-Fact for Richard Elliot Archer, President
of Investors Group Trustco Inc.

Exhibit D: Power of Attorney to Edwin R. Buss, James Lawson or David M. R.
Cheop, as Attorney-in-Fact for Robert Gibson Darling,
Vice-President of Investors Group Trust Co. Ltd.

Exhibit E: Power of Attorney to Edwin R. Buss, James Lawson or David M. R.
Cheop, as Attorney-in-Fact for Alexander Scott Penman, President
of I.G. Investment Management, Ltd.

Exhibit F: Power of Attorney to Edwin R. Buss, James Lawson or David M. R.
Cheop, as Attorney-in-Fact for Robert Gibson Darling,
Vice-President of Investors Group Trust Co. Ltd., as Trustee for
Investors U.S. Growth Fund

Exhibit G: Power of Attorney to Edwin R. Buss, James Lawson or David M. R.
Cheop, as Attorney-in-Fact for Robert Gibson Darling,
Vice-President of Investors Group Trust Co. Ltd., as Trustee for
Investors Global Fund

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.

June 30, 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.

June 30, 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.

<PAGE> 12

June 30, 1999 INVESTORS GROUP TRUST CO. LTD.

By: /s/ Edwin R. Buss
------------------------------
Edwin R. Buss, as
Attorney-in-Fact for
Robert Gibson Darling,
Vice-President of
Investors Group Trust Co. Ltd.

June 30, 1999 I.G. INVESTMENT MANAGEMENT, LTD.

By: /s/ Edwin R. Buss
------------------------------
Edwin R. Buss, as
Attorney-in-Fact for
Alexander Scott Penman,
President of
I.G. Investment Management, Ltd.

June 30, 1999 INVESTORS U.S. GROWTH FUND

By: /s/ Edwin R. Buss
------------------------------
Edwin R. Buss,
as Attorney-in-Fact for
Robert Gibson Darling,
Vice-President of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors U.S. Growth Fund

June 30, 1999 INVESTORS GLOBAL FUND

<PAGE> 13

Schedule 1

The following sets forth certain information about directors and executive
officers of Investors Group Inc., Investors Group Trustco Inc., Investors Group
Trust Co. Ltd. and I.G. Investment Management, Ltd.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
Name and Residence or Present Principal Office and
Employment Address and Occupation or Employment; Directorship(s)
Citizenship, if not a Name, Principal Business, Held in Reporting
Canadian Citizen and Address in Which Such Persons
Employment is Conducted
(if Different from
Business Address of
Employer)
- -------------------------------------------------------------------------------------
<S> <C> <C>
James W. Burns, O.C. Deputy Chairman Director
751 Victoria Square Power Corporation of Investors Group
Montreal, Quebec Canada Inc.
H2Y 2J3 (business)
- -------------------------------------------------------------------------------------
Andre Desmarais President & Co-Chief Director
751 Victoria Square Executive Officer Investors Group
Montreal, Quebec Power Corporation of Inc.
H2Y 2J3 (business) Canada

- -------------------------------------------------------------------------------------
Paul Desmarais, Jr. Chairman & Co-Chief Director
751 Victoria Square Executive Officer Investors Group
Montreal, Quebec Power Corporation of Inc.
H2Y 2J3 (business) Canada
- -------------------------------------------------------------------------------------
Paul G. Desmarais, P.C., C.C. Chairman of the Executive Director
751 Victoria Square Committee Investors Group
Montreal, Quebec Power Corporation of Inc.
H2Y 2J3 (business) Canada
- -------------------------------------------------------------------------------------
J. David A. Jackson Chairman Director
22nd Floor, P.O. Box 25 Blake, Cassels & Graydon Investors Group
Commerce Court West Inc.
Toronto, Ontario
M5L 1A9 (business)
- -------------------------------------------------------------------------------------
Wanda M. Dorosz President, Chief Director
150 King Street West Executive Officer & Investors Group
Suite 1505, SunLife Tower Managing Partner Inc.
P.O. Box 5 Quorum Group of Companies
Toronto, Ontario
M5H 1J9 (business)
- -------------------------------------------------------------------------------------
Robert G. Graham Company Director Director
77 Avenue Road Investors Group
Toronto, Ontario Inc.
M5R 3R8 (business)
- -------------------------------------------------------------------------------------
Robert Gratton President & Chief Director
751 Victoria Square Executive Officer Investors Group
Montreal, Quebec Power Financial Inc.
H2Y 2J3 (business) Corporation
- -------------------------------------------------------------------------------------
Rt. Hon. Donald F. Company Director Director
Mazankowski, P.C. Investors Group
P.O. Box 1350 Inc.
5238 - 45 B. Avenue
Vegreville, Alberta
T9C 1S5 (business)
- -------------------------------------------------------------------------------------
John S. McCallum Professor of Finance Director
Drake Centre, Room 462 Faculty of Management Investors Group
Winnipeg, Manitoba University of Manitoba Inc.
R3T 2N2 (business)
- -------------------------------------------------------------------------------------
</TABLE>

<PAGE> 14

<TABLE>
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Roy W. Piper Self-employed farmer Director
Box 160 Investors Group
Elrose, Saskatchewan Inc.
S0L 0Z0 (business)
- ---------------------------------------------------------------------------------------------------------
Susan Sherk Senior Consultant Director
Bonaventure Place AGRA Earth & Investors Group
95 Bonaventure Avenue Environmental Inc.
P.O. Box 2035, Station C
St. John's, Newfoundland
A1C 5R6 (business)
- ---------------------------------------------------------------------------------------------------------
Hon. P. Michael Pitfield, P.C., Q.C. Vice-Chairman Director
751 Victoria Square Power Corporation of Investors Group
Montreal, Quebec Canada Inc.
H2Y 2J3 (business)
- ---------------------------------------------------------------------------------------------------------
Michel Plessis-Belair, F.C.A. Vice-Chairman & Chief Director
751 Victoria Square . Financial Officer Investors Group
Montreal, Quebec Power Corporation of Inc.
H2Y 2J3 (business) Canada
- ---------------------------------------------------------------------------------------------------------
Gerard Veilleux, O.C., D.U. President Director
751 Victoria Square Power Communications Inc. Investors Group
Montreal, Quebec Inc.
H2Y 2J3 (business)
- ---------------------------------------------------------------------------------------------------------
Daniel Johnson Counsel to McCarthy Director
5th Floor - 1170 Peel Tetrault Investors Group
Montreal, Quebec Inc.
H3B 4S8 (business)
- ---------------------------------------------------------------------------------------------------------
Hugh Sanford Riley President & Chief President & Chief
447 Portage Avenue Executive Officer and Executive Officer
Winnipeg, Manitoba Director and Director
Canada Investors Group Inc. Investors Group
R3C 3B6 (business) Inc.

Director Director
Investors Group Trust Co. Investors Group
Ltd. Trust Co. Ltd.

Director Director
I.G. Investment I.G. Investment
Management, Ltd. Management, Ltd.

Director Director
Investors Group Trustco Investors Group
Inc. Trustco Inc.
- ---------------------------------------------------------------------------------------------------------
Michael A. Miller Executive Vice-President, Executive Vice-President,
447 Portage Avenue Products and Distribution Products and Distribution
Winnipeg, Manitoba Investors Group Inc. Investors Group Inc.
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------
Richard Elliot Archer Executive Vice-President, Executive Vice-President,
447 Portage Avenue Investments Investments
Winnipeg, Manitoba Investors Group Inc. Investors Group Inc.
Canada
R3C 3B6 (business) Director Director
Investors Group Trust Co. Ltd. Investors Group
Trust Co. Ltd.

Chairman of the Board and Chairman of the
Director Board and Director
I.G. Investment I.G. Investment
Management, Ltd. Management, Ltd.

Director and President Director and
Investors Group Trustco President
Inc. Investors Group Trustco Inc.
- ---------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 15

<TABLE>
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Dale Alwyn George Parkinson Executive Vice-President Executive Vice-President
447 Portage Avenue Investors Group Inc. Investors Group Inc.
Winnipeg, Manitoba
Canada Chairman of the Board and Chairman of the Board and
R3C 3B6 (business) Director Director
Investors Group Trust Co. Investors Group
Ltd. Trust Co. Ltd.

Director Director
I.G. Investment I.G. Investment
Management, Ltd. Management, Ltd.

Director and Chairman Director and
Investors Group Trustco Chairman
Inc. Investors Group
Trustco Inc.
- ---------------------------------------------------------------------------------------------------------
W. Gary Wilton Executive Vice-President, Executive Vice-
447 Portage Avenue Client and Information President, Client
Winnipeg, Manitoba Services and Information
R3C 3B6 (business) Investors Group Inc. Services
Investors Group
Inc.
- ---------------------------------------------------------------------------------------------------------
William Terrence Wright, Q.C. Senior Vice-President, Senior Vice-
447 Portage Avenue General Counsel & President, General
Winnipeg, Manitoba Secretary Counsel & Secretary
R3C 3B6 (business) Investors Group Inc. Investors Group Inc.

President and Chief President and Chief
Executive Officer Executive Officer
Investors Group Trust Co. Investors Group
Ltd. Trust Co. Ltd.

Secretary Secretary
I.G. Investment I.G. Investment
Management, Ltd. Management, Ltd.

Director, Senior Vice-President, Director, Senior
General Counsel & Secretary Vice-President,
Investors Group Trustco General Counsel &
Inc. Secretary
Investors Group
Trustco Inc.
- ---------------------------------------------------------------------------------------------------------
Gregory D. Tretiak Senior Vice-President, Senior Vice-
447 Portage Avenue Finance President, Finance
Winnipeg, Manitoba Investors Group Inc. Investors Group
R3C 3B6 (business) Inc.

Senior Vice-President, Senior Vice-
Finance President, Finance
Investors Group Trustco Investors Group
Inc. Trustco Inc.
- ---------------------------------------------------------------------------------------------------------
Jean-Guy Gourdeau Senior Vice-President, Senior Vice-
447 Portage Avenue Strategic Initiatives President,
Winnipeg, Manitoba Investors Group Inc. Strategic
R3C 3B6 (business) Initiatives
Investors Group
Inc.
- ---------------------------------------------------------------------------------------------------------
Sandra A. Metraux Senior Vice-President, Senior Vice-
447 Portage Avenue Marketing President,
Winnipeg, Manitoba Investors Group Inc. Marketing
R3C 3B6 (business) Investors Group
Inc.
Citizen of the United Vice-President, Marketing
States of America Investors Group Trustco Vice-President,
Inc. Marketing
Investors Group
Trustco Inc.
- ---------------------------------------------------------------------------------------------------------
Kevin E. Regan Senior Vice-President, Senior Vice-
447 Portage Avenue Sales President, Sales
Winnipeg, Manitoba Investors Group Inc. Investors Group
R3C 3B6 (business) Inc.

Vice-President, Sales Vice-President,
Administration Sales
Investors Group Trustco Administration
Inc. Investors Group
Trustco Inc.
- ---------------------------------------------------------------------------------------------------------
Glen A. Torgerson Senior Vice-President, Senior Vice-
447 Portage Avenue Sales President, Sales
Winnipeg, Manitoba Investors Group Inc. Investors Group
R3C 3B6 (business) Inc.

Vice-President, Sales Vice-President,
Investors Group Trustco Sales
Inc. Investors Group Trustco Inc.
- ---------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 16

<TABLE>
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Scott A. Penman Senior Vice-President, Senior Vice-
447 Portage Avenue Equities President, Equities
Winnipeg, Manitoba Investors Group Inc. Investors Group
R3C 3B6 (business) Inc.

President and Managing President and
Partner and Director Managing Partner
I.G. Investment and Director
Management, Ltd. I.G. Investment
Management, Ltd.
- ---------------------------------------------------------------------------------------------------------
Alan Brownridge Senior Vice-President, Senior Vice-
447 Portage Avenue Bonds President, Bonds
Winnipeg, Manitoba Investors Group Inc. Investors Group
R3C 3B6 (business) Inc.

Vice-President
Investors Group Trust Co. Vice-President
Ltd. Investors Group
Trust Co. Ltd.

Senior Vice-President,
Securities and Director Senior Vice-
I.G. Investment President,
Management, Ltd. Securities and
Director
I.G. Investment
Management, Ltd.
- ---------------------------------------------------------------------------------------------------------
Domenic Grestoni Senior Vice-President, Senior Vice-
447 Portage Avenue Corporate Investments President,
Winnipeg, Manitoba Investors Group Inc. Corporate
R3C 3B6 (business) Investments
Investors Group
Inc.

Vice-President, Corporate Vice-President,
Investments Corporate
Investors Group Trustco Investments
Inc. Investors Group
Trustco Inc.

Assistant Secretary Assistant Secretary
Investors Group Trust Co. Investors Group
Ltd. Trust Co. Ltd.

Managing Partner Managing Partner
I.G. Investment I.G. Investment
Management, Ltd. Management, Ltd.
- ---------------------------------------------------------------------------------------------------------
Brian C. Weatherby Senior Vice-President, Senior Vice-
447 Portage Avenue Taxation President, Taxation
Winnipeg, Manitoba Investors Group Inc. Investors Group
R3C 3B6 (business) Inc.
Vice-President, Taxation
Investors Group Trustco Vice-President,
Inc. Taxation
Investors Group
Trustco Inc.
- ---------------------------------------------------------------------------------------------------------
Murray Kilfoyle Senior Vice-President, Senior Vice-
447 Portage Avenue Client Services President, Client
Winnipeg, Manitoba Investors Group Inc. Services
R3C 3B6 (business) Investors Group
Vice-President, Client Inc.
Administration
Investors Group Inc. Vice-President,
Client
Administration
Investors Group
Inc.
- ---------------------------------------------------------------------------------------------------------
Ronald D. Saull Senior Vice-President and Senior Vice-
447 Portage Avenue Chief Information Officer President and Chief
Winnipeg, Manitoba Investors Group Inc. Information Officer
R3C 3B6 (business) Investors Group
Inc.
- ---------------------------------------------------------------------------------------------------------
Richard W. Irish Associate Secretary Associate Secretary
447 Portage Avenue Investors Group Inc. Investors Group
Winnipeg, Manitoba Inc.
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 17

<TABLE>
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
William Warren, Q.C. Partner Director
1413 - 2nd Street S.W. Warren Tettensor Investors Group
Calgary, Alberta Trust Co. Ltd.
T2R 0W7 (business)
- ---------------------------------------------------------------------------------------------------------
Honourable Otto Lang, Chief Executive Officer Director
P.C., Q.C. Centra Gas Investors Group
570 - 444 St. Mary Trust Co. Ltd.
Avenue
Winnipeg, Manitoba
R3C 3T1 (business)
- ---------------------------------------------------------------------------------------------------------
Wayne Stanley Walker Retired Director
447 Portage Avenue Investors Group
Winnipeg, Manitoba Trust Co. Ltd.
Canada
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------
D.A.A. Ammeter Vice President, Financial Vice President,
447 Portage Avenue Planning Financial Planning
Winnipeg, Manitoba Investors Group Trustco Investors Group
Canada Inc. Trustco Inc.
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------
J. Wiltshire Vice President, Vice President,
447 Portage Avenue Marketing Investment Marketing
Winnipeg, Manitoba Products Investment
Canada Investors Group Trustco Products
R3C 3B6 (business) Inc. Investors Group
Trustco Inc.
- ---------------------------------------------------------------------------------------------------------
S. Fitzhenry Vice President, Product Vice President,
447 Portage Avenue Marketing Product Marketing
Winnipeg, Manitoba Investors Group Trustco Investors Group
Canada Inc. Trustco Inc.
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------
L. Perreault Vice President, Vice President,
447 Portage Avenue Communications Communications
Winnipeg, Manitoba Investors Group Trustco Investors Group
Canada Inc. Trustco Inc.
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------
Brian Victor Jones Vice President, Vice President,
447 Portage Avenue Client Services Client Services
Winnipeg, Manitoba Investors Group Trustco Investors Group
Canada Inc. Trustco Inc.
R3C 3B6 (business)
Vice-President Vice-President
Investors Group Trust Co. Investors Group
Ltd. Trust Co. Ltd.
- ---------------------------------------------------------------------------------------------------------
J.B. McKay Vice President, Human Vice President,
447 Portage Avenue Resources Human Resources
Winnipeg, Manitoba Investors Group Trustco Investors Group
Canada Inc. Trustco Inc.
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------
A.J. Knowles Vice President, Vice President,
447 Portage Avenue Training and Development Training and
Winnipeg, Manitoba Investors Group Trustco Development
Canada Inc. Investors Group
R3C 3B6 (business) Trustco Inc.
- ---------------------------------------------------------------------------------------------------------
J. Hunek Vice President, Vice President,
447 Portage Avenue Application Development Application
Winnipeg, Manitoba Services Development
Canada Investors Group Trustco Services
R3C 3B6 (business) Inc. Investors Group
Trustco Inc.
- ---------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 18

<TABLE>
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Rod DeVos Vice President, Vice President,
447 Portage Avenue Financial Services Financial Services
Winnipeg, Manitoba Systems Systems
Canada Investors Group Trustco Investors Group
R3C 3B6 (business) Inc. Trustco Inc.
- ---------------------------------------------------------------------------------------------------------
David Cheop, Q.C. Vice President, Vice President,
447 Portage Avenue Corporate Compliance Corporate
Winnipeg, Manitoba Investors Group Trustco Compliance
Canada Inc. Investors Group
R3C 3B6 (business) Trustco Inc.
- ---------------------------------------------------------------------------------------------------------
Craig Johnston Vice President, Vice President,
447 Portage Avenue Internal Audit Internal Audit
Winnipeg, Manitoba Investors Group Trustco Investors Group
Canada Inc. Trustco Inc.
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------
Betty Jane Wylie Author Director
R.R. #1 Investors Group
Mactier, Ontario Trust Co. Ltd.
P0C 1H0
- ---------------------------------------------------------------------------------------------------------
Jean-Claude Bachand Lawyer Director
Suite 3900 Byers Casgrain Investors Group
1, Place Ville-Marie Trust Co. Ltd.
Montreal, Quebec
H3B 4M7 (business)
- ---------------------------------------------------------------------------------------------------------
Sylvie Bernier Director Director
616 Cote du Rhone Investors Group
Rosemere, Quebec Trust Co. Ltd.
J7A 4N5 (business)
- ---------------------------------------------------------------------------------------------------------
Roger George Joseph Blanchette Treasurer Treasurer
447 Portage Avenue Investors Group Trustco Investors Group
Winnipeg, Manitoba Inc. Trustco Inc.
Canada
R3C 3B6 (business) Vice-President, Finance and Vice-President, Finance and
Compliance Officer Compliance Officer
Investors Group Trust Co. Investors Group
Ltd. Trust Co. Ltd.
- ---------------------------------------------------------------------------------------------------------
Donna Lynn Janovcik Secretary Secretary
447 Portage Avenue Investors Group Trustco Investors Group
Winnipeg, Manitoba Inc. Trustco Inc.
Canada
R3C 3B6 (business) Secretary Secretary
Investors Group Trust Co. Investors Group
Ltd. Trust Co. Ltd.
- ---------------------------------------------------------------------------------------------------------
William Donald Chornous Partner Partner
447 Portage Avenue I.G. Investment I.G. Investment
Winnipeg, Manitoba Management, Ltd. Management, Ltd.
Canada
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------
Tighe Alan McManus Partner Partner
447 Portage Avenue I.G. Investment I.G. Investment
Winnipeg, Manitoba Management, Ltd. Management, Ltd.
Canada
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------
Geoff Barth Partner Partner
447 Portage Avenue I.G. Investment I.G. Investment
Winnipeg, Manitoba Management, Ltd. Management, Ltd.
Canada
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 19

<TABLE>
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Paul Hancock Partner Partner
447 Portage Avenue I.G. Investment I.G. Investment
Winnipeg, Manitoba Management, Ltd. Management, Ltd.
Canada
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------
Jeff Hall Partner Partner
447 Portage Avenue I.G. Investment I.G. Investment
Winnipeg, Manitoba Management, Ltd. Management, Ltd.
Canada
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------
Kevin Nyysola Partner Partner
447 Portage Avenue I.G. Investment I.G. Investment
Winnipeg, Manitoba Management, Ltd. Management, Ltd.
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------
Allan Patrick Brown Partner Partner
447 Portage Avenue I.G. Investment I.G. Investment
Winnipeg, Manitoba Management, Ltd. Management, Ltd.
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------
Donald Bruce Smith Vice-President, Mortgage Vice-President,
447 Portage Avenue Sales Mortgage Sales
Winnipeg, Manitoba I.G. Investment I.G. Investment
Canada Management, Ltd. Management, Ltd.
R3C 3B6 (business)
- ---------------------------------------------------------------------------------------------------------
Murray James Mitchell Vice-President, Real Vice-President,
447 Portage Avenue Estate and Portfolio Real Estate and
Winnipeg, Manitoba Manager Portfolio Manager
Canada I.G. Investment I.G. Investment
R3C 3B6 (business) Management, Ltd. Management, Ltd.
- ---------------------------------------------------------------------------------------------------------
Michele Helen Peterson Vice-President, Vice-President,
Suite 210 Mortgages, Ontario Region Mortgages, Ontario
200 Yorkland Blvd. I.G. Investment Region
Toronto ON Management, Ltd. I.G. Investment
M2J 5C1 Management, Ltd.
- ---------------------------------------------------------------------------------------------------------
Barry Schaefer Regional Vice-President, Regional Vice-
447 Portage Avenue Mortgages, Western Canada President,
Winnipeg, Manitoba I.G. Investment Mortgages, Western
R3C 3B6 (business) Management, Ltd. Canada
I.G. Investment
Management, Ltd.
- ---------------------------------------------------------------------------------------------------------
Andre Goudreau Regional Vice-President, Regional Vice-
447 Portage Avenue Mortgages, Eastern Canada President,
Winnipeg, Manitoba I.G. Investment Mortgages, Eastern
R3C 3B6 (business) Management, Ltd. Canada
I.G. Investment
Management, Ltd.
- ---------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 20

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 13D referred
to below) on behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the Common Stock of The Topps Company,
Inc., 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 30th day of June, 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.

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
Robert Gibson Darling,
Vice-President
Investors Group Trust Co. Ltd.

<PAGE> 21

I.G. INVESTMENT MANAGEMENT, LTD.

By: /s/ Edwin R. Buss
------------------------------
Edwin R. Buss, as
Attorney-in-Fact for
Alexander Scott Penman,
President of
I.G. Investment Management, Ltd.

INVESTORS U.S. GROWTH FUND

INVESTORS GLOBAL FUND

<PAGE> 22

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 Fossen 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 13D 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 4th day
of December, 1998.

/s/ Hugh Sanford Riley
-----------------------------------
Hugh Sanford Riley

BE IT KNOWN, that on this 4th day of December, 1998, before me
Douglas E. Jones, 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/ Douglas E. Jones
-----------------------------------
Notary Public

<PAGE> 23

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 Fossen 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 13D 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 4th day
of December, 1998.

/s/ Richard Elliot Archer
-----------------------------------
Richard Elliot Archer

BE IT KNOWN, that on this 4th day of December, 1998, before me
Douglas E. Jones, 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/ Douglas E. Jones
-----------------------------------
Notary Public

<PAGE> 24

Exhibit D

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, THAT I, Robert Gibson Darling,
Vice-President 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 13D 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 14th
day of May, 1999.

/s/ Robert Gibson Darling
-----------------------------------
Robert Gibson Darling

BE IT KNOWN, that on this 14th day of May, 1999, before me Martin
Gutnik, a Notary Public in and for the Province of Manitoba, duly commissioned
and sworn, personally came and appeared Robert Gibson Darling, 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> 25

Exhibit E

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 13D 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

<PAGE> 26

Exhibit F

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, THAT I, Robert Gibson Darling,
Vice-President 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 13D 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 14th
day of May, 1999.

/s/ Robert Gibson Darling
-----------------------------------
Robert Gibson Darling

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> 27

Exhibit G
Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, THAT I, Robert Gibson Darling,
Vice-President 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 13D 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 14th
day of May, 1999.

/s/ Robert Gibson Darling
-----------------------------------
Robert Gibson Darling

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