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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section
17(a) of the Public Utility Holding Company Act of 1935 or Section
30(f) of the Investment Company Act of 1940
[ ] Check box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
1. NAME AND ADDRESS OF REPORTING PERSON*
I.G. Investment Management, Ltd.*
(LAST) (FIRST) (MIDDLE)
447 Portage Avenue
(STREET)
Winnipeg, Manitoba, Canada R3C 3B6
(CITY) (STATE) (ZIP)
2. ISSUER NAME AND TICKER OR TRADING SYMBOL
Hilb, Rogal and Hamilton Company (HRH)
3. I.R.S. IDENTIFICATION NUMBER OF REPORTING PERSON, IF AN ENTITY (VOLUNTARY)
The Reporting Person, a non-U.S. entity, has no I.R.S. Identification Number
4. STATEMENT FOR MONTH/YEAR
March, 1999
5. IF AMENDMENT, DATE OF ORIGINAL (MONTH/YEAR)
Not applicable.
6. RELATIONSHIP OF REPORTING PERSON(s) TO ISSUER (CHECK ALL APPLICABLE)
[ ] Director [ X ] 10% Owner
[ ] Officer (give title below) [ ] Other (specify below)
INDIVIDUAL OR JOINT/GROUP FILING (CHECK APPLICABLE LINE)
[ ] Form Filed by One Reporting Person
[ X ] Form Filed by More than One Reporting Person
*If the Form is filed by more than one Reporting Person, see Instruction
4(b)(v).
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<TABLE>
<CAPTION>
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A. TABLE I -- NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED
OF, OR BENEFICIALLY OWNED
B.
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1. TITLE OF 2. 3.TRANSACTION 4. SECURITIES ACQUIRED 5.AMOUNT OF 6. 7. NATURE OF
SECURITY TRANSACTION CODE (A) OR DISPOSED OF (D) SECURITIES OWNERSHIP INDIRECT
(INSTR. 3) DATE BENEFICIALLY FORM: DIRECT BENEFICIAL
(MONTH/DAY/ (INSTR. 8) (INSTR. 3, 4 AND 5) OWNED AT (D) OR OWNERSHIP
YEAR) END OF MONTH INDIRECT (INSTR. 4)
(INSTR. 3 AND (I) (INSTR. 4)
4)
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CODE V AMOUNT (A) PRICE
OR
(D)
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
Common March 19, P 1,000 A $15.63 Note 1 Note 1 Note 1
Shares 1999
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</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
<TABLE>
<CAPTION>
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C. TABLE II - (E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
DERIVATIVE
SECURITIES
ACQUIRED,
DISPOSED OF OR
BENEFICIALLY
OWNED
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1. 2. 3. 4.TRAN 5. 6. DATE 7. TITLE AND 8. PRICE 9. 10. 11.
TITLE CONVE TRANSA SACTIO NUMBER EXERCISABLE AMOUNT OF OF NUMBER OWNER NATUR
OF RSION CTION N CODE OF AND UNDERLYING DERIVATIV OF SHIP E OF
DERIV OR DATE (INSTR DERIVAT EXPIRATION SECURITIES E DERIVA FORM INDIR
ATIVE EXERC (MONTH . 8) IVE DATE (INSTR. 3 SECURITY TIVE OF ECT
SECUR ISE /DAY/ SECURIT (MONTH/DAY/Y AND 4) (INSTR.5) SECURI DERIV BENEF
ITY PRICE YEAR) IES EAR) TIES ATIVE ICIAL
(INST OF ACQUIRE BENEFI SECUR OWNER
R.3) DERIV D (A) CIALLY ITY: SHIP
ATIVE OR OWNED DIREC (INST
SECUR DISPOSE AT END T (D) R. 4)
ITY D OF OF OR
(D) MONTH INDIR
(INSTR. (INSTR ECT
3, 4 . 4) (I)
AND 5) INSTR
. 4)
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C V (A) (D) DATE EXPI TITLE AMOUNT
O EXER RATI OR
D CISA ON NUMBER
E BLE DATE OF
SHARES
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Note Note Note N N Note Note Note Note Note Note 2 Note 2 Note 2 Note 2 Note 2
2 2 2 o o 2 2 2 2 2
t t
e e
2 2
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</TABLE>
INSTRUCTION 4(b)(v) LIST OF OTHER REPORTING PERSONS:
This joint statement is filed by and on behalf of the following
Reporting Persons signing this Form 4 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.
Form 4 - Page 2 of 5
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(the "Management Company") and Investors U.S. Opportunities Fund and Investors
U.S. Growth Fund (collectively, the "Funds"). Each is filing as a 10% owner
for purposes of this Form 4 filing.
All of the Reporting Persons have their principal places of business
at:
One Canada Centre
447 Portage Avenue
Winnipeg, Manitoba
Canada R3C 3B6
None of the Reporting Persons, each a non-U.S. entity, have I.R.S.
Identification Numbers
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.
EXPLANATION OF RESPONSES:
Note 1
Investors U.S. Opportunities Fund may be deemed to own beneficially
and directly 748,650 shares of Common Stock of the issuer.
Investors U.S. Growth Fund may be deemed to own beneficially and
directly 901,000 shares of Common Stock of the issuer.
Each of IGI, Trustco, the Management Company and the Trustee may be
deemed to own beneficially and indirectly, through the Funds, 1,649,650 shares
of Common Stock of the issuer.
Note 2
None of the above Reporting Persons beneficially own, directly or
indirectly, any derivative securities of the issuer.
Form 4 - Page 3 of 5
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SIGNATURE:
INVESTORS GROUP INC.
By: /s/ Hugh Sanford Riley
----------------------
Hugh Sanford Riley,
President and Chief
Executive Officer of
Investors Group Inc.
INVESTORS GROUP TRUSTCO INC.
By: /s/ Richard Elliott Archer
--------------------------
Richard Elliott Archer,
President of
Investors Group Trustco Inc.
INVESTORS GROUP TRUST CO. LTD.
By: /s/ Wayne Stanley Walker
------------------------
Wayne Stanley Walker,
President and Chief Executive Officer
Investors Group Trust Co. Ltd.
Form 4 - Page 4 of 5
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I.G. INVESTMENT MANAGEMENT, LTD.
By: /s/ Alexander Scott Penman
--------------------------
Alexander Scott Penman
President of
I.G. Investment Management, Ltd.
INVESTORS U.S. OPPORTUNITIES FUND
By: /s/ Wayne Stanley Walker
------------------------
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors U.S. Opportunities Fund
INVESTORS U.S. GROWTH FUND
By: /s/ Wayne Stanley Walker
------------------------
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors U.S. Growth Fund
Date: April 12, 1999
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually
signed. If space provided is insufficient, See Instruction 6 for procedure.
Form 4 - Page 5 of 5
