<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)*
HILB, ROGAL AND HAMILTON COMPANY
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
431294107
(CUSIP Number)
FEBRUARY 19, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
Check the following box if a fee is being paid with this statement [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
CUSIP NO. 431294107 13G
1. Names of Reporting Person(s).
I.R.S. Identification Nos. of above person(s) (entities only).
Investors U.S. Opportunities Fund
Reporting Person has no I.R.S. Identification Number
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Manitoba, Canada
Number of Shares 5. Sole Voting Power 0
Beneficially Owned 6. Shared Voting Power 644,250
by Each Reporting 7. Sole Dispositive Power 0
Person With 8. Shared Dispositive Power 644,250
9. Aggregate Amount Beneficially Owned by Each Reporting Person
644,250
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[ ]
11. Percent of Class Represented by Amount in Row (9):
5.0%
12. Type of Reporting Person (See Instructions)
00 (Open-end mutual fund trust governed by the laws of the Province of
Manitoba, Canada)
2A
<PAGE> 3
CUSIP NO. 431294107 13G
1. Names of Reporting Person(s).
I.R.S. Identification Nos. of above person(s) (entities only).
I.G. Investment Management, Ltd.
Reporting Person has no I.R.S. Identification Number
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Canada
Number of Shares 5. Sole Voting Power 0
Beneficially Owned 6. Shared Voting Power 644,250
by Each Reporting 7. Sole Dispositive Power 0
Person With 8. Shared Dispositive Power 644,250
9. Aggregate Amount Beneficially Owned by Each Reporting Person
644,250
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[ ]
11. Percent of Class Represented by Amount in Row (9):
5.0%
12. Type of Reporting Person (See Instructions)
CO (Corporation governed by the Canada Business Corporations Act),
IA (Canadian)
2B
<PAGE> 4
CUSIP NO. 431294107 13G
1. Names of Reporting Person(s).
I.R.S. Identification Nos. of above person(s) (entities only).
Investors Group Trust Co. Ltd.
Reporting Person has no I.R.S. Identification Number.
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Manitoba, Canada
Number of Shares 5. Sole Voting Power 0
Beneficially Owned 6. Shared Voting Power 644,250
by Each Reporting 7. Sole Dispositive Power 0
Person With 8. Shared Dispositive Power 644,250
9. Aggregate Amount Beneficially Owned by Each Reporting Person
644,250
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[ ]
11. Percent of Class Represented by Amount in Row (9):
5.0%
12. Type of Reporting Person (See Instructions)
CO (Corporation governed by the Manitoba Corporations Act)
2C
<PAGE> 5
CUSIP NO. 431294107 13G
1. Name of Reporting Person(s).
I.R.S. Identification Nos. of above person(s) (entities only).
Investors Group Inc.
Reporting Person has no I.R.S. Identification Number.
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Canada
Number of Shares 5. Sole Voting Power 0
Beneficially Owned 6. Shared Voting Power 644,250
by Each Reporting 7. Sole Dispositive Power 0
Person With 8. Shared Dispositive Power 644,250
9. Aggregate Amount Beneficially Owned by Each Reporting Person
644,250
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[ ]
11. Percent of Class Represented by Amount in Row (9):
5.0%
12. Type of Reporting Person (See Instructions)
CO (Corporation governed by the Canada Business Corporations Act), HC
2D
<PAGE> 6
CUSIP NO. 431294107 13G
1. Name of Reporting Person(s).
I.R.S. Identification Nos. of above person(s) (entities only).
Investors Group Trustco Inc.
Reporting Person has no I.R.S. Identification Number.
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Canada
Number of Shares 5. Sole Voting Power 0
Beneficially Owned 6. Shared Voting Power 644,250
by Each Reporting 7. Sole Dispositive Power 0
Person With 8. Shared Dispositive Power 644,250
9. Aggregate Amount Beneficially Owned by Each Reporting Person
644,250
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[ ]
11. Percent of Class Represented by Amount in Row (9):
5.0%
12. Type of Reporting Person (See Instructions)
CO (Corporation governed by the Canada Business Corporations Act), HC
2E
<PAGE> 7
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ITEM 1(a) NAME OF ISSUER:
Hilb, Rogal and Hamilton Company
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
4235 Innslake Drive
P.O. Box 12202789 Northpoint Parkway
Glen Allen, Virginia
23060-1220
ITEM 2(a) NAME OF PERSON FILING:
This joint statement is filed by and on behalf of the following Reporting
Persons signing this Schedule 13G and are hereafter referred to as the
"Reporting Persons": Investors Group Inc. ("IGI"), Investors Group Trustco Inc.
("Trustco"), Investors Group Trust Co. Ltd. (the "Trustee"), I.G. Investment
Management, Ltd. (the "Management Company"), and Investors U.S. Opportunities
Fund (the "Fund").
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
All of the Reporting Persons have their principal places of business at:
One Canada Centre
447 Portage Avenue
Winnipeg, Manitoba
R3C 3B6
ITEM 2(c) CITIZENSHIP:
IGI is a corporation formed under the Canada Business Corporations Act.
It is a diversified-financial services holding company.
Trustco is a corporation formed under the Canada Business Corporations
Act. It is a holding company.
The Management Company is a corporation formed under the Canada Business
Corporations Act. It provides management services to the Fund.
The Trustee is a corporation formed under the Manitoba Corporations Act.
It is the trustee for the Unitholders of the Fund and serves as the trustee for
other open-end mutual fund trusts organized and affiliated with IGI.
The Fund is an open-end mutual fund trust 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 Fund are all ultimately controlled by IGI through
its ownership of 100% of the issued and outstanding Class A Common Shares of
Trustco.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
The class of equity securities to which this statement on Schedule 13G
relates is the Common Stock, no par value (the "Common Stock" or the
"Securities"), of Hilb, Rogal and Hamilton Company, a Virginia corporation (the
"Issuer").
<PAGE> 8
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ITEM 2(e) CUSIP NUMBER:
431294107
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b), OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8).
(e) [ ] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [ x ]
ITEM 4 OWNERSHIP.
(a) AMOUNT BENEFICIALLY OWNED:
Investors Group Inc. 644,250
Investors Group Trustco Inc. 644,250
Investors Group Trust Co. Ltd. 644,250
I.G. Investment Management, Ltd. 644,250
Investors U.S. Opportunities Fund 644,250
(b) PERCENT OF CLASS:
Investors Group Inc. 5.0%
Investors Group Trustco Inc. 5.0%
Investors Group Trust Co. Ltd. 5.0%
I.G. Investment Management, Ltd. 5.0%
Investors U.S. Opportunities Fund 5.0%
(c) NUMBER OF SHARES AS TO WHICH THE PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE:
Investors Group Inc. 0
Investors Group Trustco Inc. 0
Investors Group Trust Co. Ltd. 0
I.G. Investment Management, Ltd. 0
Investors U.S. Opportunities Fund 0
<PAGE> 9
- 5 -
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE:
Investors Group Inc. 644,250
Investors Group Trustco Inc. 644,250
Investors Group Trust Co. Ltd. 644,250
I.G. Investment Management, Ltd. 644,250
Investors U.S. Opportunities Fund 644,250
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
Investors Group Inc. 0
Investors Group Trustco Inc. 0
Investors Group Trust Co. Ltd. 0
I.G. Investment Management, Ltd. 0
Investors U.S. Opportunities Fund 0
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
Investors Group Inc. 644,250
Investors Group Trustco Inc. 644,250
Investors Group Trust Co. Ltd. 644,250
I.G. Investment Management, Ltd. 644,250
Investors U.S. Opportunities Fund 644,250
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following:
[ ]
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable
ITEM 9 NOTICE OF DISSOLUTION OF GROUP.
Not applicable
ITEM 10 CERTIFICATION.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
<PAGE> 10
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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.
December 23, 1998 INVESTORS GROUP INC.
By:/s/ EDWIN R. BUSS
--------------------------
Edwin R. Buss, as
Attorney-in-Fact for
Hugh Sanford Riley,
President and Chief
Executive Officer of
Investors Group Inc.
December 23, 1998 INVESTORS GROUP TRUSTCO INC.
By:/s/ EDWIN R. BUSS
--------------------------
Edwin R. Buss, as
Attorney-in-Fact for
Richard Elliott Archer,
President of
Investors Group Trustco Inc.
December 23, 1998 INVESTORS GROUP TRUST CO. LTD.
By:/s/ EDWIN R. BUSS
--------------------------
Edwin R. Buss, as
Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive
Officer
Investors Group Trust Co. Ltd.
December 23, 1998 I.G. INVESTMENT MANAGEMENT, LTD.
By:/s/ EDWIN R. BUSS
--------------------------
Edwin R. Buss, as
Attorney-in-Fact for
Richard Elliott Archer,
President of
I.G. Investment Management, Ltd.
December 23, 1998 INVESTORS U.S. OPPORTUNITIES FUND
By:/s/ EDWIN R. BUSS
--------------------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive
Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors U.S. Opportunities Fund
<PAGE> 11
Exhibit A
Joint Filing Agreement
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with all
other Reporting Persons (as such term is defined in the Schedule 13G referred to
below) on behalf of each of them of a statement on Schedule 13G (including
amendments thereto) with respect to the Common Stock, no par value, of Hilb,
Rogal and Hamilton Company, and that this Agreement be included as an Exhibit to
such joint filing. This Agreement may be executed in any number of counterparts
all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this
23rd day of December, 1998.
INVESTORS GROUP INC.
By:/s/ EDWIN R. BUSS
--------------------------
Edwin R. Buss, as
Attorney-in-Fact for
Hugh Sanford Riley,
President and Chief
Executive Officer of
Investors Group Inc.
INVESTORS GROUP TRUSTCO INC.
By:/s/ EDWIN R. BUSS
--------------------------
Edwin R. Buss, as
Attorney-in-Fact for
Richard Elliott Archer,
President of
Investors Group Trustco Inc.
INVESTORS GROUP TRUST CO. LTD.
By:/s/ EDWIN R. BUSS
--------------------------
Edwin R. Buss, as
Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive
Officer
Investors Group Trust Co. Ltd.
<PAGE> 12
I.G. INVESTMENT MANAGEMENT, LTD.
By:/s/ EDWIN R. BUSS
--------------------------
Edwin R. Buss, as
Attorney-in-Fact for
Richard Elliott Archer,
President of
I.G. Investment Management, Ltd.
INVESTORS U.S. OPPORTUNITIES FUND
By:/s/ EDWIN R. BUSS
--------------------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive
Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors U.S. Opportunities Fund
<PAGE> 13
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 13G under the Securities Exchange Act of 1934,
and any amendments thereof and any filing agreement relating thereto, giving and
granting unto said attorneys full power and authority to do and perform all and
every such act as fully, to all intents and purposes, as I might or could do if
personally present, with full power of substitution and revocation, hereby
ratifying and confirming all that said attorneys or their substitute shall
lawfully do or cause to be done by virtue hereof. This instrument may not be
changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 23rd day of
December, 1998.
/s/ Hugh Sanford Riley
------------------------------------
Hugh Sanford Riley
BE IT KNOWN, that on this 23rd day of December, 1998, before me Martin
Gutnik, a Notary Public in and for the Province of Manitoba, duly commissioned
and sworn, personally came and appeared Hugh Sanford Riley, to me known, and
known to me to be the same person described in and who executed the Power of
Attorney, and acknowledged the within Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
seal of office, the day and year last above written.
/s/ Martin Gutnik
------------------------------------
Notary Public
<PAGE> 14
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 13G under the Securities Exchange Act of 1934,
and any amendments thereof and any filing agreement relating thereto, giving and
granting unto said attorneys full power and authority to do and perform all and
every such act as fully, to all intents and purposes, as I might or could do if
personally present, with full power of substitution and revocation, hereby
ratifying and confirming all that said attorneys or their substitute shall
lawfully do or cause to be done by virtue hereof. This instrument may not be
changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 23rd day of
December, 1998.
/s/ Richard Elliot Archer
------------------------------------
Richard Elliot Archer
BE IT KNOWN, that on this 23rd day of December, 1998, before me Martin
Gutnik, a Notary Public in and for the Province of Manitoba, duly commissioned
and sworn, personally came and appeared Richard Elliot Archer, to me known, and
known to me to be the same person described in and who executed the Power of
Attorney, and acknowledged the within Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
seal of office, the day and year last above written.
/s/ Martin Gutnik
------------------------------------
Notary Public
<PAGE> 15
Exhibit D
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, THAT I, Wayne Stanley Walker, President
and Chief Executive Officer of Investors Group Trust Co. Ltd., have made,
constituted and appointed, and by these presents do make, constitute and
appoint, Edwin R. Buss, James 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 Trust Co. Ltd. any and all statements on Schedule 13G under the
Securities Exchange Act of 1934, and any amendments thereof and any filing
agreement relating thereto, giving and granting unto said attorneys full power
and authority to do and perform all and every such act as fully, to all intents
and purposes, as I might or could do if personally present, with full power of
substitution and revocation, hereby ratifying and confirming all that said
attorneys or their substitute shall lawfully do or cause to be done by virtue
hereof. This instrument may not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 23rd day of
December, 1998.
/s/ Wayne Stanley Walker
------------------------------------
Wayne Stanley Walker
BE IT KNOWN, that on this 23rd day of December, 1998, before me Martin
Gutnik, a Notary Public in and for the Province of Manitoba, duly commissioned
and sworn, personally came and appeared Wayne Stanley Walker, to me known, and
known to me to be the same person described in and who executed the Power of
Attorney, and acknowledged the within Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
seal of office, the day and year last above written.
/s/ Martin Gutnik
------------------------------------
Notary Public
<PAGE> 16
Exhibit E
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, THAT I, Richard Elliot Archer, President
of I.G. Investment Management, Ltd., have made, constituted and appointed, and
by these presents do make, constitute and appoint, Edwin R. Buss, James 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 I.G. Investment Management, Ltd.
any and all statements on Schedule 13G under the Securities Exchange Act of
1934, and any amendments thereof and any filing agreement relating thereto,
giving and granting unto said attorneys full power and authority to do and
perform all and every such act as fully, to all intents and purposes, as I might
or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that said attorneys or their
substitute shall lawfully do or cause to be done by virtue hereof. This
instrument may not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 23rd day of
December, 1998.
/s/ Richard Elliot Archer
------------------------------------
Richard Elliot Archer
BE IT KNOWN, that on this 23rd day of December, 1998, before me Martin
Gutnik, a Notary Public in and for the Province of Manitoba, duly commissioned
and sworn, personally came and appeared Richard Elliot Archer, to me known, and
known to me to be the same person described in and who executed the Power of
Attorney, and acknowledged the within Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
seal of office, the day and year last above written.
/s/ Martin Gutnik
------------------------------------
Notary Public
<PAGE> 17
Exhibit F
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, THAT I, Wayne Stanley Walker, President
and Chief Executive Officer of Investors Group Trust Co. Ltd., as Trustee for
Investors U.S. Opportunities Fund, 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 U.S. Opportunities Fund
any and all statements on Schedule 13G under the Securities Exchange Act of
1934, and any amendments thereof and any filing agreement relating thereto,
giving and granting unto said attorneys full power and authority to do and
perform all and every such act as fully, to all intents and purposes, as I might
or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that said attorneys or their
substitute shall lawfully do or cause to be done by virtue hereof. This
instrument may not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 23rd day of
December, 1998.
/s/ Wayne Stanley Walker
------------------------------------
Wayne Stanley Walker
BE IT KNOWN, that on this 23rd day of December, 1998, before me Martin
Gutnik, a Notary Public in and for the Province of Manitoba, duly commissioned
and sworn, personally came and appeared Wayne Stanley Walker, to me known, and
known to me to be the same person described in and who executed the Power of
Attorney, and acknowledged the within Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
seal of office, the day and year last above written.
/s/ Martin Gutnik
------------------------------------
Notary Public
