SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
MDC Communications
Corporation
------------------
(Name of Issuer)
Class A Subordinate Voting
----------------------
(Title of Class of Securities)
55267W309
-----------
(CUSIP Number)
December 31, 1997
---------------------------
(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).
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13G
- ---------------------------- -----------------------------
CUSIP No. 55267W309 Page 2 of 10 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 6. SHARED VOTING POWER
SHARES 1,776,999
BENEFICIALLY ---------------------------------------------------------------
OWNED BY 7. SOLE DISPOSITIVE POWER
EACH
REPORTING ---------------------------------------------------------------
PERSON WITH 8. SHARED DISPOSITIVE POWER
1,776,999
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,776,999
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
N.A. |_|
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.1%
- --------------------------------------------------------------------------------
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. 55267W309 13G Page 3 of 10 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 630,000
BENEFICIALLY ---------------------------------------------------------------
OWNED BY EACH 7. SOLE DISPOSITIVE POWER
REPORTING ---------------------------------------------------------------
PERSON WITH 8. SHARED DISPOSITIVE POWER
630,000
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
630,000
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|_|
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3%
- --------------------------------------------------------------------------------
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>
Item 1(a). Name of Issuer:
MDC Communications Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
MDC Communications Corporation
45 Hazelton Avenue
Toronto, Ontario
Canada MSR 2E3
(416) 960-9000
Item 2(a). Name of Person Filing:
1. RT Investment Management Holdings Inc. ("RTIM")
2. RT Capital Management Inc. (RTCM")
Item 2(b). Address of Principal Business Office or, if None,
Residence:
1. RT Investment Management Holdings Inc.
Royal Trust Tower, P.O. Box 97
77 King Street West, Suite 3900
Toronto, Ontario M5K 1G8
2. RT Capital Managment Inc.
Royal Trust Tower, P.O. Box 97
77 King Street West, Suite 3700
Toronto, Ontario M5K 1G8
Item 2(c). Citizenship:
Canada
Item 2(d). Title of Class of Securities:
Class A Subordinate Voting
Item 2(e). CUSIP Number:
55267W309
<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. 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.
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.
Item 4. Ownership.
(a) Amount beneficially owned:
1. RTIM - 1,776,999
3. RTCM - 630,000
(b) Percent of class:
1. RTIM - 15.1%
3. RTCM - 5.3%
(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. RTIM - 1,776,999
2. RTCM - 630,000
(iii) Sole power to dispose or to direct the disposition of
(iv) Shared power to dispose or to direct the disposition of
1. RTIM - 1,776,999
2. RTCM - 630,000
<PAGE>
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. 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
advisors.
2. RT Capital Managment Inc. accounts managed on a discretionary basis by
Royal Bank Investment Management Inc., a wholly-owned subsidiary of RT
Investment Managment 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.
Item 7. Identification and Classification of the Subsidiary Which cquired 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.
Friday, May 8, 1998
-----------------------------
(Date)
/s/ Jennifer Lederman
-----------------------------
(Signature)
Jennifer Lederman / 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.
Friday, May 8, 1998
-----------------------------
(Date)
/s/ Jennifer Lederman
-----------------------------
(Signature)
Jennifer Lederman / Senior
Vice-President, Compliance,
RT Capital Management 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: May 8, 1998.
RT Investment Management Holdings 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
