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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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
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. DATE OF EVENT REQUIRING STATEMENT (MONTH/DAY/YEAR)
March 17, 1999
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. ISSUER NAME AND TICKER OR TRADING SYMBOL
Hilb, Rogal and Hamilton Company (HRH)
5. RELATIONSHIP OF REPORTING PERSON(S) TO ISSUER (CHECK ALL APPLICABLE)
[ ] Director [X] 10% Owner
[ ] Officer (give title below) [ ] Other (specify below)
6. IF AMENDMENT, DATE OF ORIGINAL (MONTH/YEAR)
Not applicable.
7. 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 5(b)(v)
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Form 3 - Page 2 of 5
<TABLE>
<CAPTION>
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TABLE I - NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED
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1. TITLE OF SECURITY 2. AMOUNT OF SECURITIES 3. OWNERSHIP 4. NATURE OF INDIRECT BENEFICIAL OWNERSHIP
BENEFICIALLY OWNED FORM: DIRECT (INSTR. 4)
(D) OR INDIRECT
(I) (INSTR. 5)
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<S> <C> <C> <C>
Common Shares Note 1 Note 1 Note 1
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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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TABLE II - DERIVATIVE SECURITIES BENEFICIALLY OWNED
(E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
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1. TITLE OF DERIVATIVE 2. DATE 3. TITLE AND AMOUNT OF 4. CONVER- 5. OWNER- 6. NATURE OF INDIRECT
SECURITY EXERCISABLE SECURITIES UNDERLYING SION OR SHIP BENEFICIAL OWNERSHIP
(INSTR. 4) AND EXPIRATION DERIVATIVE SECURITY EXERCISE FORM OF (INSTR. 5)
DATE (INSTR. 4) PRICE OF DERI-
(MONTH/DAY/ DERI- VATIVE
YEAR) VATIVE SECURITY:
SECURITY DIRECT
(D) OR
INDIRECT
(I)
(INSTR. 5)
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DATE EXPIRA- TITLE AMOUNT
EXER- TION OR NUM-
CISABLE DATE BER OF
SHARES
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<S> <C> <C> <C> <C> <C> <C> <C>
Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2
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</TABLE>
INSTRUCTION 5(b)(v). LIST OF OTHER REPORTING PERSONS:
This joint statement is filed by and on behalf of the following Reporting
Persons signing this Form 3 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 and Investors U.S. Growth Fund (collectively, the "Funds"). Each is filing
as a 10% owner for purposes of this Form 3 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.
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Form 3 - Page 3 of 5
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
900,000 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, 1,648,650 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.
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Form 3 - Page 4 of 5
SIGNATURE:
INVESTORS GROUP INC.
By: /s/ Hugh Sanford Riley
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Hugh Sanford Riley,
President and Chief
Executive Officer of
Investors Group Inc.
INVESTORS GROUP TRUSTCO INC.
By: /s/ Richard Elliot Archer
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Richard Elliott Archer,
President of
Investors Group Trustco Inc.
INVESTORS GROUP TRUST CO. LTD.
By: /s/ Wayne Stanley Walker
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Wayne Stanley Walker,
President and Chief Executive Officer
Investors Group Trust Co. Ltd.
I.G. INVESTMENT MANAGEMENT, LTD.
By: /s/ Richard Elliot Archer
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Richard Elliot Archer,
Chairman of the Board of
I.G. Investment Management, Ltd.
INVESTORS U.S. OPPORTUNITIES FUND
By: /s/ Wayne Stanley Walker
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Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors U.S. Opportunities Fund
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Form 3 - Page 5 of 5
INVESTORS U.S. GROWTH FUND
By: /s/ Wayne Stanley Walker
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Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors U.S. Growth Fund
Date: March 29, 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.
Alternatively, this form is permitted to be submitted to the Commission
in electronic format at the option of the reporting person pursuant to Rule
101(b)(4) of Regulation S-T.
