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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
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)
*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 13G
CUSIP NO. 761389402 PAGE 2 OF 5 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 Citizenship or Place of Organization
Ontario, Canada
5 Sole Voting Power
Number of 12,095,261 Common Shares
Shares 6 Shared Voting Power
Beneficially Nil
Owned By
Each 7 Sole Dispositive Power
Reporting 12,095,261 Common Shares
Person
With 8 Shared Dispositive Power
Nil
9 Aggregate Amount Beneficially Owned By Each Reporting Person 12,095,261
Common Shares comprised of 6,494,200 Common Shares, $2,000,000 debentures
convertible into 606,061 Common Shares and 4,995,000 warrants exercisable
at $4.35, held within mutual fund, pension fund, institutional investor and
private client accounts of Goodman & Company Ltd. acting as investment
counsel and portfolio manager.
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares* [ ]
N/A
11 Percent of Class Represented By Amount in Row (9)
14.9%
12 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 13G
ITEM 1(A). NAME OF ISSUER:
REVENUE PROPERTIES COMPANY LIMITED
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Suite 300
131 Bloor Street West
Toronto, Ontario
M5S 1R1
ITEM 2(A). NAME OF PERSON FILING:
GOODMAN & COMPANY LTD.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
40 KING STREET WEST
SUITE 5500
TORONTO, ONTARIO
M5H 4A9
ITEM 2(C). CITIZENSHIP:
ONTARIO, CANADA
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
COMMON SHARES
ITEM 2(E). CUSIP NUMBER:
761389402
*ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
(a). [ ] Broker or Dealer registered under section 15 of the Act;
(b). [ ] Bank as defined in Section 3(a)(6) of this Act;
(c). [ ] Insurance Company as defined in Section 3(a)(19) of the
Act;
(d). [ ] Investment Company registered under Section 8 of the
Investment Company Act;
(e). [ ] Investment Advisor registered under Section 203 of the
Investment Advisors Act of 1940;
(f). [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974, or Endowment Fund,
see Rule 13d-1(b)(1)(ii)(F);
(g). [ ] Parent Holding Company, in accordance with
Rule 13d-1(b)(ii)(G);
(h). [ ] Group, in accordance with Rule 13d-(b)(1)(ii)(H).
CANADIAN INVESTMENT COUNSELLING FIRM
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Item 4. Ownership.
If the percent of the class owned, as of December 31, of the year
covered by the statement, or as of the last day of any month described in
Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the
following information as of that date and identify those shares which there
is a right to acquire.
(a) Amount beneficially owned:
6,494,200 Common Shares;
$2,000,000 convertible debentures bearing
interest at 7% per annum and convertible at Goodman's option to
606,061 Common Shares at $3.30 per shares prior to December 41, 2006;
4,995,000 warrants to purchase Common Shares at a price of $4.35
before September 1, 2000.
(b) Percent of class:
14.9% Common Shares
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
12,095,261
(ii) Shared power to vote or to direct the vote:
Nil
(iii) Sole power to dispose or to direct the disposition of:
12,095,261
(iv) Shared power to dispose or to direct the disposition of:
Nil
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
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ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable
ITEM 10. CERTIFICATION.
Not applicable
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.
April 7, 1998
GOODMAN & COMPANY LTD.
"Carole Colbert"
___________________________________
Name: Carole Colbert
Title: Vice President and Secretary
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