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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
REVENUE PROPERTIES COMPANY LIMITED
(Name of Issuer)
COMMON SHARES
(Title of Class of Securities)
761389402
(CUSIP Number)
CAROLE COLBERT, VICE PRESIDENT & SECRETARY
GOODMAN & COMPANY LTD.
40 King Street West, 55th Floor
Toronto, Ontario, Canada
M5H 4A9
Telephone: (416) 365-2404
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 2, 1998
(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 / /.
Check the following box if a fee is being paid with the statement / /.
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
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SCHEDULE 13D
CUSIP NO. 761389402 PAGE 2 OF 7 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GOODMAN & COMPANY LTD.
55th Floor, 40 King Street West
Toronto, Ontario, Canada, M5H 4A9
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
N/A (b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) / /
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
7 SOLE VOTING POWER
NUMBER OF 6,494,200 Common Shares SHARES
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY Nil
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 6,494,200 Common Shares
WITH 10 SHARED DISPOSITIVE POWER
Nil
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,494,200
Common Shares are held within mutual fund, pension fund, institutional
investor and private client accounts of Goodman & Company Ltd. acting
as investment counsel and portfolio manager.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
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SCHEDULE 13D
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities and Exchange Act of 1934, as amended (the
"Act"), the undersigned, Goodman & Company Ltd. ("Goodman"), a wholly-owned
subsidiary of Dundee Bancorp Inc. ("Bancorp"), a Canadian public company listed
on The Toronto Stock Exchange, hereby submits this statement on Schedule 13D
(the "Schedule 13D") relating to the Common Shares of Revenue Properties
Company Limited ("Revenue").
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Shares (the "Common Shares") of Revenue.
The principal executive offices of Revenue are located at 131 Bloor Street
West, Suite 300, Toronto, Ontario M5S 1R1.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) This Schedule 13D is being filed by Goodman.
The registered office and principal place of business of both Goodman and
Bancorp is located at 40 King Street West, 55th Floor, Toronto, Ontario,
Canada, M5H 4A9. Both Goodman and Bancorp are corporations incorporated under
the laws of the Province of Ontario, Canada.
The principal business of Goodman is the management and distribution of mutual
fund assets, pension funds, institutional accounts and private individuals.
The principal business of Bancorp is the provision of investment management and
administrative services to mutual funds, several closed-end funds, pension
funds, institutional accounts and private individuals.
The following is a list of the directors and executive officers of Goodman,
their positions with Goodman, their present principal occupations and their
business addresses (if other than Goodman):
NAME AND ADDRESS POSITION HELD PRINCIPAL OCCUPATION
- ---------------- ------------- --------------------
Oscar Belaiche Vice President Vice President, Goodman &
Company Ltd.
Norman P. Bengough Vice President and
Director President, Goodman & Company,
Investment Counselling
Ray Benzinger Vice President, Finance, Executive Vice President,
Chief Financial Officer and Chief Financial Officer,
Director Dundee Bancorp Inc. and
Vice President, Finance
and Chief Financial
Officer, Goodman &
Company Ltd.
Edward Bezeau Vice President Vice President, Goodman &
Company Ltd.
Terence Buie Vice President and Director President, Goodman & Company,
Dynamic Mutual Funds
Carole Colbert Vice President, Secretary Vice President and Secretary,
and Director Dundee Bancorp Inc. and
Goodman & Company Ltd.
Joe Evershed Vice President Vice President, Goodman &
Company Ltd.
Rosanna Gatti Controller Controller, Goodman &
Company Ltd.
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NAME AND ADDRESS POSITION HELD PRINCIPAL OCCUPATION
- ---------------- ------------- --------------------
David Goodman Vice President and Director Vice President, Goodman &
Company Ltd.
Jonathan Goodman Vice President and Director Executive Vice President,
Dundee Bancorp Inc. and Vice
President, Goodman &
Company Ltd.
Ned Goodman Chairman, President, Chairman, President and CEO,
Chief Executive Officer Dundee Bancorp Inc. and
and Director Goodman & Company Ltd.
Murray John Vice President Vice President, Goodman &
Company Ltd.
Vaino Keelmann Vice President and Director Vice President, Goodman &
Company Ltd.
Donald MacDonald Vice President and President, Vice President and President
Private Wealth Management Private Wealth Management,
Goodman & Company Ltd.
Michael McHugh Vice President Vice President, Goodman &
Company Ltd.
Anne MacLean Vice President Vice President, Goodman &
Company Ltd.
John Pereira Assistant Controller Assistant Controller,
Goodman & Company Ltd.
Ray Steele Vice President and President, Vice President and President,
Pension Services Division Pension Services Division,
Goodman & Company Ltd.
The following is a list of the directors and executive officers of Bancorp,
their positions with Bancorp, their present principal occupations and their
business addresses (if other than Bancorp):
NAME AND ADDRESS POSITION HELD PRINCIPAL OCCUPATION
- ---------------- ------------- --------------------
Normand Beauchamp Director President and Chief Executive
1717 Rene Levesque Officer, Radiomutuel Inc.,
Blvd. East communications company
Montreal, Quebec
H2L 4E8
Norman Bengough Director President, Goodman & Company,
investment counsel
Robert M. Buchan Director Chairman, Chief Executive
40 King St. W., Officer, Kinross Gold
57th Floor Corporation, gold mining
Toronto, Ontario company
M5H 3Y2
Paul A. Carroll Director Chairman, Chief Executive
4 King Street West Officer, World Wide
Suite 1208 Minerals Ltd., mining
Toronto, Ontario company and Counsel to
M5H 1B6 Smith, Lyons, law firm
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NAME AND ADDRESS POSITION HELD PRINCIPAL OCCUPATION
- ---------------- ------------- --------------------
Jonathan Goodman Executive Vice Executive Vice President,
President and Dundee Bancorp Inc., Vice
Director President, Goodman &
Company Ltd., investment
counsel
Ned Goodman Chairman, President, Chairman, President and
Chief Executive Chief Executive Officer,
Officer and Director
Dundee Bancorp Inc. and
Goodman & Company Ltd.
Myron I. Gottlieb Director President, Livent Inc.,
165 Avenue Rd., Suite 600 live theatre production
Toronto, Ontario company
M5R 2H7
Richard L. Lister Director President and Chief
161 Bay St., Suite 3750 Executive Officer, Zemex
Toronto, Ontario Corporation, base metals
M5J 2S1 mining company
Garth A. C. MacRae Vice Chairman and Vice Chairman, Dundee
Director Bancorp Inc.
Richard J. Renaud Director Chairman, MPACT Immedia Corp.
One Place Ville Marie, electronic commerce software
Suite 3611 company
Montreal, Quebec
H3B 3P2
K. Barry Sparks Director President, Torvan Capital
141 Adelaide Street West Group Inc., private advisory
Suite 1105 and management company
Toronto, Ontario
M5H 3L5
Harry R. Steele Director Chairman and Chief Executive
745 Windmill Road Officer, Newfoundland
Dartmouth, Nova Scotia Capital Corporation
B3B 1C2 Limited, holding company
Ray Benzinger Executive Vice Executive Vice President,
President Chief Financial Officer,
Dundee Bancorp Inc.
and Goodman & Company Ltd.
Donald K. Charter Executive Vice Executive Vice President,
President Dundee Bancorp Inc.
Carole Colbert Vice President and Vice President and
Secretary Secretary, Dundee Bancorp
Inc. and Goodman & Company
Ltd.
Aaron H. Gropper Vice President Vice President, Dundee
Bancorp Inc.
Gary Kawaguchi Senior Vice Senior Vice President,
President, Marketing Marketing, Dundee Bancorp
Inc.
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(a) During the past five years none of Goodman and Bancorp, or to the best
knowledge of Goodman and Bancorp, and their directors and executive
officers, have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanours).
(b) During the past five years none of Goodman and Bancorp, or to the best
knowledge of Goodman and Bancorp, and their directors and executive
officers, have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which a
judgment, decree or final order has been issued enjoining future
violations of, or prohibiting or mandating activities subject to, United
States federal or state securities laws or finding any violation with
respect to such laws.
(c) All of the directors and officers are Canadian citizens except for
Messrs. Keelmann and John who are citizens of Australia residents in
Canada.
Goodman is a wholly-owned subsidiary of Bancorp, a Canadian public company
listed on The Toronto Stock Exchange.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
All Common Shares were purchased for Canadian client accounts including mutual
funds, pension funds, institutional accounts and private individuals for which
Goodman has full discretionary authority in its capacity as Investment Counsel
and Portfolio Manager.
ITEM 4. PURPOSE OF TRANSACTION
(a) The Common Shares of Revenue are held in each such discretionary account
pursuant to the investment purposes of such accounts;
(b) Goodman has no plans or proposals to cause Revenue to enter into any
extraordinary corporate transaction such as a merger, reorganization or
liquidation of Revenue or any of its subsidiaries;
(c) Goodman has no plans or proposals to cause Revenue or any of its
subsidiaries to sell or transfer a material amount of assets;
(d) Goodman has no representative(s) on the Revenue board of directors and has
no plans or proposals which would result in a change in the present board
of directors or management of Revenue, whether through a change in the
number or term of directors or otherwise;
(e) Goodman has no plans to make any material change in the present
capitalization or dividend policy of Revenue;
(f) Goodman has no plans or proposals to cause Revenue to make any other
material change in its business or corporate structure;
(g) Goodman has no plans or proposals to cause Revenue to change its articles
of incorporation or by-laws or to take other actions which may impede the
acquisition of control of Revenue by any person;
(h) Goodman has no plans or proposals to cause the Common Shares to be
delisted from any securities exchange or cease to be authorized to be
quoted in an inter-dealer quotation system;
(i) Goodman has no plans or proposals to cause the Common Shares to become
eligible for termination of registration pursuant to Section 12(g) of the
Securities Exchange Act of 1934; and
(j) Goodman has no plans or proposals to take any actions similar to those
enumerated above.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Goodman has control or direction over approximately 6,494,200 Common Shares
representing approximately 9.9% of the outstanding Common Shares of Revenue
only as a result of its position as investment counsel and portfolio manager
with discretionary authority over the client accounts in which the Shares are
held. Goodman also holds $2,000,000 convertible debentures bearing interest
at 7% per annum and convertible at Goodman's option to 606,061 Common Shares of
Revenue at $3.30 per share at any time prior to December 31, 2006; and
4,995,000 warrants to purchase Common Shares at a price of $4.35 on or before
September 1, 2000.
These Common Shares, warrants and convertible debentures are held within mutual
fund assets, pension funds, institutional accounts and private individuals.
Goodman has full dispositive and voting power with the exception of
extraordinary matters which are required to be voted by the investor in the
case of private client accounts only.
Unless otherwise noted, to the best knowledge of Goodman and Bancorp, and their
directors and executive officers, Goodman has sole voting and dispositive power
over the securities reported herein over which it has control or direction.
Except as disclosed herein, during the past sixty days none of Goodman and
Bancorp, nor, to the best knowledge of Goodman and Bancorp, any of their
directors and executive officers, have effected any transaction in the
securities reported on this Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERTAKINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Other than those indicated in Items 4 and 5 above, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 or between such persons and any other person with
respect to any securities of Revenue, including but not limited to transfer or
voting of any such securities of Revenue, including but not limited to transfer
or voting of any such securities, finder's fees, joint venture, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss
or the giving or withholding of proxies.
ITEM 7. EXHIBITS
Nil
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.
March 24, 1998 GOODMAN & COMPANY LTD.
"Carole Colbert"
---------------------------------------
Name: Carole Colbert
Title: Vice President and Secretary
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