UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Greyhound Lines, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
398048108
(CUSIP Number)
Geoffrey K. McCord
Chief Financial Officer
Connor, Clark & Company Ltd.
Scotia Plaza, 40 King Street
Suite 5110, Box 125
Toronto, Ontario M5H 3Y2
(416) 360-0006
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 8, 1996
(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 /X/.
* 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 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.
** The total number of shares reported herein is 4,443,305 shares, which
constitutes approximately 7.6% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 58,309,977 shares
outstanding as last reported by the Issuer.
<PAGE>
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1. Name of Reporting Person:
Connor Clark & Company Ltd.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00-Client Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Ontario, Canada
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 4,146,250
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 4,146,250
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,146,250
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.1%
14. Type of Reporting Person: IA
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1. Name of Reporting Person:
Merchant Private Limited
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Ontario, Canada
7. Sole Voting Power: 79,979 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 79,979 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
79,979
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.1%
14. Type of Reporting Person: CO
- ---------
(1) Power is exercised through its controlling stockholder, John C. Clark
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1. Name of Reporting Person:
John C. Clark
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Canada
7. Sole Voting Power: 79,979 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 79,979 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
79,979 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.1%
14. Type of Reporting Person: IN
- ---------
(1) Solely in his capacity as the controlling stockholder of Merchant Private
Limited with respect to 79,979 shares.
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<PAGE>
1. Name of Reporting Person:
Connor Clark Hedge Fund Limited Partnership
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Ontario, Canada
7. Sole Voting Power: 32,999 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 32,999 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
32,999
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its general partner, Connor Clark Shareholdings
Ltd.
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1. Name of Reporting Person:
Connor Clark Hedge Fund Limited Partnership #2
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Ontario, Canada
7. Sole Voting Power: 13,368 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 13,368 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
13,368
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its general partner, Connor Clark Shareholdings
Ltd.
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<PAGE>
1. Name of Reporting Person:
Connor Clark Shareholdings Ltd.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Ontario, Canada
7. Sole Voting Power: 46,367 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 46,367 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
46,367 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: CO
- ----------
(1) Solely in its capacity as the general partner of Connor Clark Hedge Fund
Limited Partnership with respect to 32,999 shares and solely in its
capacity as the general partner of Connor Clark Hedge Fund Limited
Partnership #2 with respect to 13,368 shares.
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1. Name of Reporting Person:
Donald H. Carlisle
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Canada
7. Sole Voting Power: 36,093 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 36,093 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
36,093 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: IN
- ---------------------------------
(1) Solely as president and sole stockholder of 1051937 Ontario Limited with
respect to 13,453 of the Shares and as trustee of Donald C. Carlisle Trust
with respect to 9,640 of the Shares.
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<PAGE>
1. Name of Reporting Person:
10501937 Ontario Limited
2. Check the Appropriate Box if a Member of a Group:
(a) / / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Ontario, Canada
7. Sole Voting Power: 13,453 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 13,453 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
13,453
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: CO
- ---------------------------------
(1) Power is exercised through its president and sole stockholder, Donald H.
Carlisle.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Donald C. Carlisle Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00-Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Ontario, Canada
7. Sole Voting Power: 9,640 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 9,640 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
9,640
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: 00-Trust
- ---------------------------------
(1) Power is exercised through its trustee, Donald H. Carlisle.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Christine Chin
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Canada
7. Sole Voting Power: 1,000
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,000
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
1,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: IN
<PAGE>
<PAGE>
1. Name of Reporting Person:
Connor Family Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Ontario, Canada
7. Sole Voting Power: 25,318 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 25,318 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
25,318
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised by its Trustees, Gerald R. Connor and Carla Connor.
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1. Name of Reporting Person:
Tregla Holdings Limited
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Ontario, Canada
7. Sole Voting Power: 73,323 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 73,323 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
73,323
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.1%
14. Type of Reporting Person: CO
- ----------
(1) Power is exercised by its sole stockholder, Gerald R. Connor.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Gerald R. Connor
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Canada
7. Sole Voting Power: 73,323 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: 25,318 (2)
Owned By
Each
Reporting 9. Sole Dispositive Power: 73,323 (1)
Person
With
10. Shared Dispositive Power: 25,318 (2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
98,641 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.2%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as the sole stockholder of Tregla Holdings Limited
with respect to 73,323 shares.
(2) Solely in his capacity as a trustee of the Connor Family Trust with
respect to 25,318 shares.
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<PAGE>
1. Name of Reporting Person:
Carla Connor
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 25,318 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 25,318 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
25,318 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: IN
- ----------
(1) Solely in her capacity as a trustee of the Connor Family Trust with
respect to 25,318 shares.
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<PAGE>
1. Name of Reporting Person:
Bryan Rakusin
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Canada
7. Sole Voting Power: 6,132
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 6,132
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
6,132
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: IN
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<PAGE>
1. Name of Reporting Person:
J. Cameron MacDonald
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Canada
7. Sole Voting Power: 23,000
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 23,000
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
23,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: IN
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1. Name of Reporting Person:
Kenneth J. Harrison
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Canada
7. Sole Voting Power: 5,843
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 5,843
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
5,843
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1%
14. Type of Reporting Person: IN
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Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under Act, the undersigned hereby amend their Schedule 13D Statement
dated August 5, 1994, as amended by Amendment No. 1 dated January 12, 1995, as
amended by Amendment No. 2 dated June 7, 1995, as amended by Amendment No. 3
dated January 29, 1996, as amended by Amendment No. 4 dated June 3, 1996 and as
amended by Amendment No. 5 dated June 21, 1996 (the "Schedule 13D"), relating
to the Common Stock of Greyhound Lines, Inc. Unless otherwise indicated, all
defined terms used herein shall have the same meanings ascribed to them in the
Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
Items (a) - (c) of Item 2 are hereby partially amended by adding at the end
thereof the following:
As a result of sales of all the Stock owned by Clark Trust, Caledon,
Connor, Dacondor and GPR, each of Clark Trust, AC, Caledon, Connor, Dacondor,
Dorion and GPR are no longer Reporting Persons for purposes of this filing. In
addition, as a result of the facts reported in Item 4 hereof, all of the
Reporting Persons other than Connor Clark are being deleted as Reporting Persons
from this Schedule 13D for purposes of all future filings.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended to read in its entirety as follows:
The source and amount of the funds used or to be used by the Reporting
Persons to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Connor Clark Clients (1) $23,867,049.95
Merchant Private Working Capital (2) $736,305.00
JCC Not Applicable Not Applicable
Hedge Fund Working Capital (2) $287,023.86
Hedge Fund 2 Working Capital (2) $37,718.42
Shareholdings Not Applicable Not Applicable
DHC Personal Funds (4) $85,035.81
1051937 Working Capital (2) $42,448.43
Carlisle Trust Trust Funds (3) $49,246.00
C. Chin Personal Funds (4) $9,060.01
Connor Trust Trust Funds (3) $103,278.32
Tregla Working Capital (2) $221,802.08
GRC Not Applicable Not Applicable
CC Not Applicable Not Applicable
BR Personal Funds (4) $19,078.53
JCM Personal Funds (4) $106,812.00
Harrison Personal Funds (4) $22,437.12
(1) Amount includes Funds obtained from the accounts of certain of its
Clients.
(2) As used herein, the term "Working Capital" includes income from the
business operations of the entity plus sums borrowed from banks and brokerage
firm margin accounts to operate such business in general. None of the funds
reported herein as "Working Capital" were borrowed or otherwise obtained for the
specific purpose of acquiring, handling, trading or voting the Stock.
(3) As used herein, the term "Trust Funds" includes income from the
various investments of the trust plus sums borrowed from banks and brokerage
firm margin accounts for general purposes. None of the funds reported herein
as "Trust Funds" were borrowed or otherwise obtained for the specific purpose
of acquiring, handling, trading or voting the Stock.
(4) As used herein, the term "Personal Funds" may include sums borrowed
from banks and brokerage firm margin accounts, none of which were borrowed or
otherwise obtained for the specific purpose or acquiring, handling, trading or
voting the Stock.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby partially amended by adding at the end thereof the
following:
There no longer is any agreement between or among any of the Reporting
Persons with respect to the acquisition, disposition or holding of shares of the
Stock or any of the actions specified in clauses (a) - (j) of Item 4 of Schedule
13D. As a result, only Connor Clark will continue as a Reporting Person for
purposes of this Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Paragraphs (a) - (c) of Item 5 hereby are amended in their entireties to
read as follows:
(a)
CONNOR CLARK
The aggregate number of shares of the Stock that Connor Clark owns
beneficially, pursuant to Rule 13d-3 of the Act, is 4,146,250, which constitutes
approximately 7.1% of the outstanding shares of the Stock.
MERCHANT PRIVATE
The aggregate number of shares of the Stock that Merchant Private owns,
beneficially, pursuant to Rule 13d-3 of the Act, is 79,979, which constitutes
approximately 0.1% of the outstanding shares of the Stock.
JCC
Because of his position as the controlling stockholder of Merchant Private,
he may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner
of an additional 79,979 shares of the Stock which constitutes approximately 0.1%
of the outstanding shares of the Stock.
HEDGE FUND
The aggregate number of shares of the Stock that Hedge Fund owns
beneficially, pursuant to Rule 13d-3 of the Act, is 32,999, which constitutes
less than 0.1% of the outstanding shares of the Stock.
HEDGE FUND 2
The aggregate number of shares of the Stock that Hedge Fund 2 owns
beneficially, pursuant to Rule 13d-3 of the Act, is 13,368, which constitutes
less than 0.1% of the outstanding shares of the Stock.
SHAREHOLDINGS
Because of its position as the sole general partner of Hedge Fund,
Shareholdings may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 32,999 shares of the Stock. Because of its position as the
sole general partner of Hedge Fund 2, Shareholdings may, pursuant to Rule 13d-3
of the Act, be deemed to be the beneficial owner of an additional 13,368 shares
of the Stock, which, together with the 32,999 shares it may be deemed to own as
the general partner of Hedge Fund, constitutes less than 0.1% of the outstanding
shares of the Stock.
DHC
Because of his position as president and sole stockholder of 1051937, DHC
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
13,453 shares of the Stock. Because of his position as trustee of the Carlisle
Trust, DHC may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 9,640 shares of the Stock, which, together with the 13,453
shares he may be deemed to own as president and sole stockholder of 1051936 and
the 13,000 shares he owns directly, constitutes less than 0.1% of the
outstanding shares of the Stock.
1051937
The aggregate number of shares of the Stock that 1051937 owns beneficially,
pursuant to Rule 13d-3 of the Act, is 13,453, which constitutes less than 0.1%
of the outstanding shares of the Stock.
CARLISLE TRUST
The aggregate number of shares of the Stock that Carlisle Trust owns
beneficially, pursuant to Rule 13d-3 of the Act, is 9,640, which constitutes
less than 0.1% of the outstanding shares of the Stock.
C. CHIN
The aggregate number of shares of the Stock that C. Chin owns beneficially,
pursuant to Rule 13d-3 of the Act, is 1,000, which constitutes less than 0.1%
of the outstanding shares of the Stock.
CONNOR TRUST
The aggregate number of shares of the Stock that Connor Trust owns
beneficially, pursuant to Rule 13d-3 of the Act, is 25,318, which constitutes
less than 0.1% of the outstanding shares of the Stock.
TREGLA
The aggregate number of shares of the Stock that Tregla owns beneficially,
pursuant to Rule 13d-3 of the Act, is 73,323, which constitutes approximately
0.1% of the outstanding shares of the Stock.
GRC
Because of his position as the sole stockholder of Tregla, GRC may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
73,323 shares of the Stock. Because of his position as a trustee of the Connor
Trust, GRC may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of an additional 25,318 shares of the Stock, which, together
with the 73,323 shares he may be deemed to own as the sole stockholder of
Tregla, constitutes approximately 0.2% of the outstanding shares of the Stock.
CC
Because of her position as a trustee of Connor Trust, CC may, pursuant to
Rule 13d-3 of the Act, be deemed to be the beneficial owner of 25,318 shares of
the Stock, which constitutes less than 0.1% of the outstanding shares of the
Stock.
BR
The aggregate number of shares of the Stock that BR owns beneficially,
pursuant to Rule 13d-3 of the Act, is 6,132, which constitutes less than 0.1%
of the outstanding shares of the Stock.
JCM
The aggregate number of shares of the Stock that JCM owns beneficially,
pursuant to Rule 13d-3 of the Act, is 23,000, which constitutes less than 0.1%
of the outstanding shares of the Stock.
HARRISON
The aggregate number of shares of the Stock that Harrison owns beneficially
pursuant to Rule 13d-3 of the Act, is 5,843, which constitutes less than 0.1%
of the outstanding shares of the Stock.
(b)
CONNOR CLARK
Connor Clark has shared power to vote or to direct the vote and to dispose
or to direct the disposition of 4,146,250 shares of the Stock.
MERCHANT PRIVATE
Acting through its controlling stockholder, Merchant Private has the sole
power to vote or to direct the vote and to dispose or to direct the disposition
of 79,979 shares of the Stock.
JCC
In his capacity as the controlling stockholder of Merchant Private, JCC has
the sole power to vote or to direct the vote and to dispose or to direct the
disposition of 79,979 shares of the Stock.
HEDGE FUND
Acting through its sole general partner, Hedge Fund has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of 32,999
shares of the Stock.
HEDGE FUND 2
Acting through its sole general partner, Hedge Fund 2 has the sole power
to vote or to direct the vote and to dispose or to direct the disposition of
13,368 shares of the Stock.
SHAREHOLDINGS
In its capacity as the sole general partner of Hedge Fund, Shareholdings
has the sole power to vote or to direct the vote and to dispose or to direct the
disposition of 32,999 shares of the Stock. In its capacity as the sole general
partner of Hedge Fund 2, Shareholdings has the sole power to vote or to direct
the vote and to dispose or to direct the disposition of 13,368 shares of the
Stock.
DHC
DHC has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 13,000 shares of the Stock. In his capacity as
president and sole stockholder of 1051937, DHC has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 13,453 shares of
the Stock. In his capacity as trustee of the Carlisle Trust, DHC has the sole
power to vote or to direct the vote and to dispose or to direct the disposition
of 9,640 shares of the Stock.
1051397
Acting through its president and sole stockholder, 1051937 has the sole
power to vote or to direct the vote and to dispose or to direct the disposition
of 13,453 shares of the Stock.
CARLISLE TRUST
Acting through its trustee, DHC, Carlisle Trust has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 9,640
shares of the Stock.
C. CHIN
C. Chin has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 1,000 shares of the Stock.
CONNOR TRUST
Acting through its two trustees, Connor Trust has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 25,318
shares of the Stock.
TREGLA
Acting through its sole stockholder, Tregla has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 73,323 shares
of the Stock.
GRC
In his capacity as the sole stockholder of Tregla, GRC has the sole power
to vote or to direct the vote and to dispose or to direct the disposition of
73,323 shares of the Stock. In his capacity as one of the trustees of Connor
Trust, GRC has the shared power to vote or to direct the vote and to dispose or
to direct the disposition of 25,318 shares of the Stock.
CC
In her capacity as one of the trustees of Connor Trust, CC has the shared
power to vote or to direct the vote and to dispose or to direct the disposition
of 25,318 shares of the Stock.
BR
BR has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 6,132 shares of the Stock.
JCM
JCM has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 23,000 shares of the Stock.
HARRISON
Harrison has the sole power to vote or direct the vote and to dispose or
to direct the disposition of 5,843 shares of the Stock.
(c) During the past 60 days, Connor Clark has sold shares of the Stock in
transactions on the American Stock Exchange as follows:
DATE NO. OF SHARES PRICE PER SHARE
SOLD
09-11-96 1,500 $3.32
09-12-96 1,800 3.32
09-16-96 1,700 3.25
09-17-96 500 3.25
09-18-96 2,530 3.18
09-18-96 500 3.13
09-19-96 2,300 3.18
09-23-96 2,250 3.18
09-25-96 5,274 3.06
09-26-96 1,054 3.13
09-30-96 421 3.13
10-01-96 2,000 3.35
10-10-96 500 3.07
10-11-96 3,176 3.13
10-21-96 11,023 3.08
10-23-96 6,300 3.17
10-28-96 1,476 3.20
10-29-96 1,632 3.22
10-30-96 3,214 3.30
10-31-96 8,353 3.52
11-01-96 1,100 3.53
11-05-96 1,900 3.31
11-06-96 1,600 3.31
11-08-96 5,885 3.35
11-11-96 1,475 3.32
In addition, on October 25, 1996, Connor Clark purchased 9,000 shares of
the Stock in a transaction on the American Stock Exchange for a price per share
of $3.32.
In addition, during the past 60 days, holders of accounts managed by Connor
Clark have withdrawn approximately 54,125 shares of the Stock in the aggregate
from their accounts.
Except as set forth in this paragraph (c), to the best of the knowledge of
each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in the shares of the Stock during
the past 60 days.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
24.1 Power of Attorney dated July 24, 1995 (previously filed).
99.1 Joint Filing Agreement and Power of Attorney, dated August
5, 1994 (previously filed).
99.2 Joint Filing Agreement dated January 9, 1995(previously
filed).
99.3 Joint Filing Agreement and Power of Attorney dated January
10, 1995 (previously filed).
99.4 Joint Filing Agreement and Power of Attorney dated January
10, 1995 (previously filed).
99.5 Joint Filing Agreement and Power of Attorney dated June 6,
1995 (previously filed).
99.6 Joint Filing Agreement and Power of Attorney dated January
26, 1996 (previously filed).
<PAGE>
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: November 12, 1996
CONNOR CLARK & COMPANY LTD.
By: /s/ Geoffrey K. McCord
Name: Geoffrey K. McCord
Title: Chief Financial Officer
MERCHANT PRIVATE LIMITED
By: *
Name: John C. Clark
Title: Chief Executive Officer
*
JOHN C. CLARK
CONNOR CLARK HEDGE FUND LIMITED PARTNERSHIP
By: Connor Clark Shareholdings Ltd.,
its General Partner
By: /s/ Geoffrey K. McCord
Name: Geoffrey K. McCord
Title: Chief Financial Officer
CONNOR CLARK HEDGE FUND LIMITED PARTNERSHIP #2
By: Connor Clark Shareholdings Ltd.,
its General Partner
By: /s/ Geoffrey K. McCord
Name: Geoffrey K. McCord
Title: Chief Financial Officer
CONNOR CLARK SHAREHOLDINGS LTD.
By: /s/ Geoffrey K. McCord
Name: Geoffrey K. McCord
Title: Chief Financial Officer
TREGLA HOLDINGS LIMITED
By: *
Name: Gerald R. Connor
Title: President
*
GERALD R. CONNOR
*
CARLA CONNOR
CONNOR FAMILY TRUST
By: *
Name: Gerald R. Connor
Title: Trustee
*
BRYAN RAKUSIN
*
J. CAMERON MACDONALD
*
DONALD H. CARLISLE
1051937 ONTARIO LIMITED
By: *
Name: Donald H. Carlisle
Title: President
DONALD C. CARLISLE TRUST
By: *
Name: Donald H. Carlisle
Title: Trustee
*
CHRISTINE CHIN
*
KENNETH J. HARRISON
* By: /s/ Geoffrey K. McCord
Geoffrey K. McCord, Attorney-in-Fact
pursuant to powers of attorney previously
filed herewith
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
24.1 Power of Attorney dated July 24, 1995 (previously filed).
99.1 Joint Filing Agreement and Power of Attorney, dated August
5, 1994 (previously filed).
99.2 Joint Filing Agreement dated January 9, 1995(previously
filed).
99.3 Joint Filing Agreement and Power of Attorney dated January
10, 1995 (previously filed).
99.4 Joint Filing Agreement and Power of Attorney dated January
10, 1995 (previously filed).
99.5 Joint Filing Agreement and Power of Attorney dated June 6,
1995 (previously filed).
99.6 Joint Filing Agreement and Power of Attorney dated January
26, 1996 (previously filed).
