SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Rigel Energy Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
76655L101
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|X| Rule 13d-1(b)
|_| 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 the disclosures provided in a prior cover page.
The information required in 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).
<PAGE>
CUSIP No. 76655L101 13G Page 2 of 12 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Royal Bank Investment Management Inc.
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION The jurisdiction of organization
is Canada (federally incorporated company)
________________________________________________________________________________
5. SOLE VOTING POWER
______________________________________________________________
NUMBER OF 6. SHARED VOTING POWER
SHARES 4,706,800
BENEFICIALLY ______________________________________________________________
OWNED BY 7. SOLE DISPOSITIVE POWER
EACH
REPORTING ______________________________________________________________
PERSON WITH 8. SHARED DISPOSITIVE POWER
4,706,800
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,706,800
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
|-|
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.36%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
Foreign Investment Adviser which received SEC no-action
relief to file on Schedule 13G as a "Qualified
Institutional Investor"
________________________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 76655L101 13G Page 3 of 12 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RT Capital Management Inc.
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION The jurisdiction of organization
is Canada (federally incorporated company)
________________________________________________________________________________
5. SOLE VOTING POWER
______________________________________________________________
NUMBER OF 6. SHARED VOTING POWER
SHARES 4,863,690
BENEFICIALLY ______________________________________________________________
OWNED BY 7. SOLE DISPOSITIVE POWER
EACH
REPORTING ______________________________________________________________
PERSON WITH 8. SHARED DISPOSITIVE POWER
4,863,690
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,863,690
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.64%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
Foreign Investment Adviser which received SEC no-action
relief to file on Schedule 13G as a "Qualified
Institutional Investor"
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 76655L101 13G Page 4 of 12 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RT Investment Management Holdings Inc.
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION The jurisdiction of organization
is Canada (federally incorporated company)
________________________________________________________________________________
5. SOLE VOTING POWER
NUMBER OF ______________________________________________________________
SHARES 6. SHARED VOTING POWER
BENEFICIALLY 9,577,175
OWNED BY EACH ______________________________________________________________
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH ______________________________________________________________
8. SHARED DISPOSITIVE POWER
9,577,175
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,577,175
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.01%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
Foreign Parent Holding Company which received SEC
no-action relief to file on Schedule 13G as a "Qualified
Institutional Investor"
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 76655L101 13G Page 5 of 12 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
The Royal Trust Company
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION The jurisdiction of organization
is Canada (federally incorporated company)
________________________________________________________________________________
5. SOLE VOTING POWER
NUMBER OF ______________________________________________________________
SHARES 6. SHARED VOTING POWER
BENEFICIALLY 6,178,777
OWNED BY EACH ______________________________________________________________
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH ______________________________________________________________
8. SHARED DISPOSITIVE POWER
6,178,777
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,178,777
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.97%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
Foreign Trust Company which received SEC no-action relief to file on
Schedule 13G as a "Qualified Institutional Investor"
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 76655L101 13G Page 5 of 12 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Royal Mutual Funds Inc.
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION The jurisdiction of organization
is Canada (federally incorporated company)
________________________________________________________________________________
5. SOLE VOTING POWER
NUMBER OF ______________________________________________________________
SHARES 6. SHARED VOTING POWER
BENEFICIALLY 4,550,300
OWNED BY EACH ______________________________________________________________
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH ______________________________________________________________
8. SHARED DISPOSITIVE POWER
4,550,300
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,550,300
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|-|
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.08%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
Foreign Investment Adviser and Mutual Funds Dealer which received SEC
no-action relief to file on Schedule 13G as a "Qualified
Institutional Investor"
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a). Name of Issuer:
Rigel Energy Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
Rigel Energy Corporation
255 5th Avenue S.W.
Calgary, Alberta
Canada, T2P 2G6
(403) 267-3000
Item 2(a). Name of Person Filing:
1. Royal Bank Investment Management ("RBIM")
2. RT Capital Management Inc. ("RTCM")
3. RT Investment Management Holdings Inc. ("RTIM")
4. The Royal Trust Company ("RT")
5. Royal Mutual Funds Inc. ("RMFI")
Item 2(b). Address of Principal Business Office or, if None, Residence:
1. Royal Bank Investment Management Inc.
Royal Trust Tower, P.O. Box 121
77 King Street West, Suite 3800
Toronto, Ontario M5K 1H1
2. RT Capital Management Inc.
Royal Trust Tower,
77 King Street West, Suite 3700
Toronto, Ontario M5K 1H1
3. RT Investment Management Holdings Inc.
Royal Trust Tower, P.O. Box 97
77 King Street West, Suite 3900
Toronto, Ontario M5K 1G8
4. The Royal Trust Company
Royal Trust Tower, P.O. Box 7500, Station A
77 King Street West, 6th Floor
Toronto, Ontario M5W 1P9
5. Royal Mutual Funds Inc.
Royal Trust Tower, P.O. Box 7500, Station A
77 King Street West
Toronto Ontario M5W 1P9
Item 2(c). Citizenship:
Canada
Item 2(d). Title of Class of Securities:
Common
Item 2(e). CUSIP Number:
76655L101
<PAGE>
Item 3. If this statement is filed pursuant to Rules 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
1. Royal Bank Investment Management Inc. is a foreign Investment Adviser
which received SEC no-action relief to file on Schedule 13G as a
Qualified Institutional Investor.
2. RT Capital Management Inc. is a foreign Investment Adviser which
received SEC no-action relief to file on Schedule 13G as a Qualified
Institutional Investor.
3. RT Investment Management Holdings Inc. is a Foreign Parent Holding
Company which received SEC no-action relief to file on Schedule 13G as
a "Qualified Institutional Investor".
4. The Royal Trust Company is a Foreign Trust Company which received SEC
no-action relief to filed on Schedule 13G as a "Qualified
Institutional Investor".
5. Royal Mutual Funds Inc. is a Foreign Investment Adviser and Mutual
Funds Dealer that has received SEC no-action relief to file on
Schedule 13G as a Qualified Institutional Investor.
Item 4. Ownership.
(a) Amount beneficially owned:
1. RBIM - 4,706,800
2. RTCM - 4,863,690
3. RTIM - 9,577,175
4. RT - 6,178,777
5. RMFI - 4,550,300
(b) Percent of class:
1. RBIM - 8.36%
2. RTCM - 8.64%
3. RTIM - 17.07%
4. RT - 10.97%
5. RMFI - 8.08%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
(ii) Shared power to vote or to direct the vote
1. RBIM - 4,706,800
2. RTCM - 4,863,690
3. RTIM - 9,577,175
4. RT - 6,178,777
5. RMFI - 4,550,300
(iii) Sole power to dispose or to direct the disposition of
(iv) Shared power to dispose or to direct the disposition of 1.
1. RBIM - 4,706,800
2. RTCM - 4,863,690
3. RTIM - 9,577,175
4. RT - 6,178,777
5. RMFI - 4,550,300
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.
1. Royal Bank Investment Management Inc. Accounts managed on a
discretionary basis by Royal Bank Investment Management Inc., a
wholly-owned subsidiary of RT Investment Management Holdings Inc., are
known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from, the sale of such securities.
No such account holds more than 5% of the class.
2. RT Capital Management Inc. Accounts managed on a discretionary basis
by RT Capital Management Inc., a wholly-owned subsidiary of RT
Investment Management Holdings Inc., are known to have the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from, the sale of such securities. No such account holds more
than 5% of the class.
3. RT Investment Management Holdings Inc., a foreign parent holding
company which received SEC no-action relief to file on Schedule 13G as
a Qualified Institutional Investor, is reporting holdings over which
it is deemed to be a beneficial owner by virtue of the fact that the
holdings belong to client accounts managed on a discretionary basis by
RT Investment Management Holdings Inc.'s subsidiary foreign investment
advisers.
4. The Royal Trust Company, a foreign Trust Company which has received
SEC no-action relief to file on Schedule 13G as a Qualified
Institutional Investor, is reporting holdings over which it is deemed
to be a beneficial owner by virtue of its status as trustee and/or as
principal/
5. Royal Mutual Funds Inc. is a wholly-owned subsidiary of Royal Bank of
Canada, is the manager of accounts and has delegated its investment
management duties to Royal Bank Investment Management Inc. ("RBIM").
RBIM is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from, the sale of
securities in such accounts. No such account holds more than 5% of the
class.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Please see attached Exhibit A, Disclosure Respecting Subsidiaries.
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of and
do not have the effect of changing or influencing the control of the issuer of
such securities and were not acquired and are not held in connection with or as
a participant in any transaction having such purpose or effect.
<PAGE>
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.
February 15, 1999
---------------------------------
(Date)
/s/ Jennifer Lederman
---------------------------------
(Signature)
Jennifer Lederman/Senior
Vice-President, Compliance,
Royal Bank Investment Management Inc.
---------------------------------
(Name/Title)
<PAGE>
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.
February 15, 1999
---------------------------------
(Date)
/s/ Jennifer Lederman
---------------------------------
(Signature)
Jennifer Lederman/
RT Capital Management Inc.
Senior Vice-President, Compliance
---------------------------------
(Name/Title)
<PAGE>
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.
February 15, 1999
---------------------------------
(Date)
/s/ Jennifer Lederman
---------------------------------
(Signature)
Jennifer Lederman/Senior
Senior Vice-President, Compliance,
RT Investment Management Holdings
Inc.
---------------------------------
(Name/Title)
<PAGE>
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.
February 15, 1999
---------------------------------
(Date)
/s/ Jennifer Lederman
---------------------------------
(Signature)
Jennifer Lederman/Senior
Authorized Signing Officer,
The Royal Trust Company
---------------------------------
(Name/Title)
<PAGE>
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.
February 15, 1999
---------------------------------
(Date)
/s/ Simon Lewis
---------------------------------
(Signature)
Simon Lewis
President,
Royal Mutual Funds Inc.
---------------------------------
(Name/Title)
EXHIBIT A TO SCHEDULE 13G
ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES
RT Investment Management Holdings Inc, ("RTIM") is a parent holding company
as that term is defined by Rule 13d-1(b)(1)(ii)(G) of the Securities Exchange
Act of 1934 (the "Act") and is eligible to file on Schedule 13G pursuant to an
SEC no-action relief application. RTIM's aggregation holdings represent
securities that are beneficially owned by its subsidiaries which manage these
securities on behalf of their respective clients. RTIM's subsidiaries include,
Royal Bank Investment Management, RT Capital Management Inc., and RT Investment
Counsel Inc.
Royal Bank Investment Management Inc. ("RBIM") is a wholly-owned subsidiary of
RTIM. RBIM is a foreign investment adviser that has received SEC no-action
relief to file on Schedule 13G.
RT Capital Management Inc. ("RT Capital") is a wholly-owned subsidiary of
RTIM. RT Capital is a foreign investment adviser that has received SEC no-action
relief to file on Schedule 13G.
RT Investment Counsel Inc. ("RTIC") is a wholly-owned subsidiary of RTIM.
RTIC is a foreign investment adviser that has received SEC no-action relief to
file on Schedule 13G.
RTIM, RBIM, RT Capital and RTIC are federally incorporated Canadian
corporations whose business addresses are as follows:
RT Investment Management Royal Bank Investment
Holdings Inc. Management Inc.
Royal Trust Tower, P.O. Box 97 Royal Trust Tower, P.O. Box 97
77 King Street West, Suite 3900 77 King Street West, Suite 3800
Toronto, Ontario Toronto, Ontario
M5K 1G8 M5K 1G8
RT Capital Management Inc. RT Investment Counsel Inc.
Royal Trust Tower, P.O. Box 97 Royal Trust Tower, P.O. Box 97
77 King Street West, Suite 3700 77 King Street West, Suite 3900
Toronto, Ontario Toronto, Ontario
M5K 1G8 M5K 1G8
EXHIBIT B TO SCHEDULE 13G
JOINT FILING AGREEMENT
Each of the undersigned persons hereby agrees and consents to this joint
filing of Schedule 13G on such person's behalf, pursuant to Section 13(d) and
(g) of the Securities and Exchange Act of 1934, as amended, and the rules
promulgated thereunder. Each of these persons is not responsible for the
completeness or accuracy of the information concerning the other persons making
this filing, unless such persons know or have reason to believe that such
information is inaccurate.
Dated: February 15, 1999.
Royal Bank Investment Management Inc.
BY: /s/ Jennifer Lederman
------------------------------------
Senior Vice-President, Compliance,
and Corporate Secretary
RT Capital Management Inc.
BY: /s/ Jennifer Lederman
------------------------------------
Senior Vice-President, Compliance,
and Corporate Secretary
RT Investment Management Holdings Inc.
BY: /s/ Jennifer Lederman
------------------------------------
Senior Vice-President, Compliance,
and Corporate Secretary
The Royal Trust Company
BY: /s/ Jennifer Lederman
------------------------------------
Authorized Signing Officer
Royal Mutual Funds Inc.
BY: /s/ Simon Lewis
------------------------------------
Authorized Signing Officer
