SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND
(d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. )*
Revenue Properties Company Limited
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
761389402
(CUSIP Number)
Michael Katz, Esq., 2 American Lane, Greenwich, Connecticut 06836-2571, Tel:
(203) 862-8000 Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 1, 1999
(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)
*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).
(Continued on the Following Pages)
(Page 1 of 11 Pages)
<PAGE>
CUSIP No. 761389402
Page 11 of 11
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Paloma Partners L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
7,735,518
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
7,735,518
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,735,518
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.56%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Capital Preservation Partners L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
97,681
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
97,681
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,681
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.13%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
S. Donald Sussman
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
7,833,199
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
7,833,199
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,833,199
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.67%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1(a). Name of Issuer:
Revenue Properties Company Limited (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
131 Bloor Street West
Suite 300
Toronto, Ontario M5S 1R1
Item 2(a). Name of Persons Filing:
The names of the persons filing this statement on Schedule 13G are:
Paloma Partners L.L.C., a Delaware limited liability company
("Paloma"), CapitalPreservation Partners L.L.C., a Delaware limited
liability company("CPP") and S. Donald Sussman (together, the
"Reporting Persons").
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal business address for Paloma, CPP and Mr. Sussman is
2 American Lane, Greenwich, Connecticut 06836-2571.
Item 2(c). Citizenship:
Each of Paloma and CPP is a Delaware limited liability
company. Mr. Sussman is a citizen of the United States.
Item 2(d). Title of Class of Securities
Common Stock, no par value (the "Common Stock").
Item 2(e). CUSIP Number: 761389402
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) |_| Broker or dealerregistered under Section 15 of the Exchange
Act.
(b) |_| Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) |_| Insurance company defined in Section 3(a)(19)of the Exchange
Act.
(d) |_| Investment company registered under Section 8 of the
Investment Company Act.
(e) |_| An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) |_| An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) |_| A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h) |_| A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) |_| A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the
Investment Company Act;
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box [x]
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
The Reporting Persons beneficially own debentures
convertible into 6,888,699 shares of Common
Stock and warrants convertible into 944,500 shares
of Common Stock.
(b) Percent of class:
Paloma's aggregate beneficial ownership of debentures
convertible into 6,791,018 shares of Common Stock and
warrants convertible into 944,500 shares of Common Stock
constitutes 9.56% of all of the outstanding shares of Common
Stock.
CPP's aggregate beneficial ownership of debentures
convertible into 97,681 shares of Common Stock constitutes
0.13% of all of the outstanding shares of Common Stock.
S. Donald Sussman's aggregate beneficial ownership of
debentures convertible into 6,888,699 shares of Common Stock
and warrants convertible into 944,500 shares of Common Stock
constitutes 9.67% of all of the outstanding shares of Common
Stock.
Together, the Reporting Persons have beneficial ownership of
debentures convertible into 6,888,699 shares of Common Stock
and warrants convertible into 944,500 shares of Common Stock
constituting 9.67% of all of the outstanding shares of
Common Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Paloma has the sole power to vote or direct the vote
of 7,735,518 shares of Common Stock.
CPP has the sole power to vote or direct the vote of
97,681 shares of Common Stock.
S. Donald Sussman has the sole power to vote or direct
the vote of 7,833,191 shares of Common Stock.
(ii) Shared power to vote or to direct the vote
Not applicable.
(iii) Sole power to dispose or to direct the disposition of
Paloma has the sole power to dispose or direct the
disposition of 7,735,518 shares of Common Stock.
CPP has the sole power to dispose or direct the
disposition of 97,681 shares of Common Stock.
S. Donald Sussman has the sole power to dispose or
direct the disposition of 7,833,191 shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition of
Not applicable.
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 Persons have 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 Anther Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Paloma owns its securities through its subsidiary, Sunrise
Partners L.L.C., a Delaware limited liability company.
Item 8. Identification and Classification of Members of the Group.
See Exhibit B attached hereto.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below the undersigned certifies that, to the best of its
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>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.
Dated: March __, 1999
PALOMA PARTNERS L.L.C.
By: Paloma Partners Company L.L.C.
Managing Member
By:
Michael J. Berner,
Vice President
CAPITAL PRESERVATION PARTNERS L.L.C.
By: Paloma Partners Company L.L.C.
Managing Member
By:
Michael J. Berner,
Vice President
S. Donald Sussman
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the common stock, no par value, of Revenue Properties Company
Limited dated March __, 1999 is, and any further amendments thereto signed
by each of the undersigned shall be, filed on behalf of each of the undersigned
pursuant to and in accordance with the provisions of Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended.
Dated: March , 1999
PALOMA PARTNERS L.L.C.
By: Paloma Partners Company L.L.C.
Managing Member
By:
Michael J. Berner,
Vice President
CAPITAL PRESERVATION PARTNERS L.L.C.
By: Paloma Partners Company L.L.C.
Managing Member
By:
Michael J. Berner,
Vice President
S. Donald Sussman
<PAGE>
EXHIBIT B
IDENTIFICATION OF MEMBERS OF THE GROUP
Paloma Partners L.L.C.
Capital Preservation Partners L.L.C.
S. Donald Sussman
