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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. 1)*
ACME METALS INCORPORATED
(Name of Issuer)
COMMON SHARES
(Title of Class of Securities)
472410
(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)
April 7, 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 o (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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
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CUSIP NO. 472410 PAGE 2 OF 6 PAGES
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GOODMAN & COMPANY LTD.
55th Floor, 40 King Street West
1 Toronto, Ontario, Canada, M5H 4A9
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
2 N/A (b) [ ]
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3 SEC USE ONLY
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SOURCE OF FUNDS*
4 N/A
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ]
5 N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
SOLE VOTING POWER
NUMBER OF 7 514,500 Common Shares
SHARES
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8 Nil
EACH
REPORTING SOLE DISPOSITIVE POWER
PERSON 9 514,500 Common Shares
WITH 10 SHARED DISPOSITIVE POWER
Nil
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
514,500 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)
4.4%
TYPE OF REPORTING PERSON*
14 IA
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*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 Acme Metals Incorporated
("Acme").
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended and supplemented as follows:
The following is a list of the directors and executive officers of Goodman &
Company Ltd., their positions with Goodman, their present principal occupations
and their business addresses (if other than Goodman):
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NAME AND ADDRESS POSITION HELD PRINCIPAL OCCUPATION
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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
Chief Financial Officer Financial Officer, Dundee Bancorp Inc.
and Director 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 and Director Vice President and Secretary, Dundee
Bancorp Inc. and Goodman & Company
Ltd.
Joe Evershed Vice President Vice President, Goodman & Company Ltd.
Rosanna Gatti Controller Controller, Goodman & Company Ltd.
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, Dundee
Chief Executive Officer Bancorp Inc. and Goodman & Company
and Director Ltd.
Murray John Vice President Vice President, Goodman & Company Ltd.
Vaino Keelmann Vice President and Director Vice President, Goodman & Company Ltd.
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NAME AND ADDRESS POSITION HELD PRINCIPAL OCCUPATION
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Donald MacDonald Vice President and President, Vice President and President Private Wealth
Private Wealth Management Management, Goodman & Company Ltd.
Michael McHugh Vice President Vice President, Goodman & Company Ltd.
Anne MacLean Vice President Vice President, Goodman & Company Ltd.
Ray Steele Vice President and Vice President and President, Pension
President, Pension Services Services Division, Goodman & Company Ltd.
Division
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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):
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NAME AND ADDRESS POSITION HELD PRINCIPAL OCCUPATION
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Normand Beauchamp
1717 Rene Levesque Blvd. East President and Chief Executive Officer,
Montreal, Quebec Radiomutuel Inc., communications
H2L 4E8 Director company
Norman Bengough Director President, Goodman & Company,
investment counsel
Robert M. Buchan
40 King St. W., 57th Floor Chairman, Chief Executive Officer,
Toronto, Ontario Kinross Gold Corporation, gold mining
M5H 3Y2 Director company
Paul A. Carroll
4 King Street West Chairman, Chief Executive Officer,
Suite 1208 World Wide Minerals Ltd., mining
Toronto, Ontario company and Counsel to Smith, Lyons,
M5H 1B6 Director law firm
Jonathan Goodman Executive Vice Executive Vice President, Dundee
President and Director Bancorp Inc., Vice President, Goodman
& Company Ltd., investment counsel
Ned Goodman Chairman, President, Chairman, President and Chief
Chief Executive Officer Executive Officer,
and Director Dundee Bancorp Inc. and
Goodman & Company Ltd.
Myron I. Gottlieb
165 Avenue Rd., Suite 600
Toronto, Ontario President, Livent Inc., live theatre
M5R 2H7 Director production company
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NAME AND ADDRESS POSITION HELD PRINCIPAL OCCUPATION
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Richard L. Lister
161 Bay St., Suite 3750 President and Chief Executive Officer,
Toronto, Ontario Zemex Corporation, base metals mining
M5J 2S1 Director company
Garth A. C. MacRae Vice Chairman and Director Vice Chairman, Dundee Bancorp Inc.
Richard J. Renaud
One Place Ville Marie, Suite 3611
Montreal, Quebec Chairman, MPACT Immedia Corp.
H3B 3P2 Director electronic commerce software company
K. Barry Sparks
141 Adelaide Street West
Suite 1105 President, Torvan Capital Group Inc.,
Toronto, Ontario private advisory and management
M5H 3L5 Director company
Harry R. Steele
745 Windmill Road Chairman and Chief Executive Officer,
Dartmouth, Nova Scotia Newfoundland Capital Corporation
B3B 1C2 Director Limited, holding company
Ray Benzinger Executive Vice President Executive Vice President, Chief
Financial Officer, Dundee Bancorp
Inc. and Goodman & Company Ltd.
Donald K. Charter Executive Vice President Executive Vice President, Dundee
Bancorp Inc.
Carole Colbert Vice President Vice President and Secretary, Dundee
Bancorp Inc. and Goodman & Company
Ltd.
Aaron H. Gropper Vice President Vice President, Dundee Bancorp Inc.
Gary Kawaguchi Senior Vice President, Senior Vice President, Marketing,
Marketing Dundee Bancorp Inc.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and supplemented as follows:
Goodman has control or direction over 514,500 representing approximately 4.4%
of the outstanding Common Shares of Acme 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.
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These Common Shares are held within mutual fund, pension fund, institutional
investor and private client accounts. 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.
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 23, 1998 GOODMAN & COMPANY LTD.
"Carole Colbert"
Name: Carole Colbert
Title: Vice President and Secretary
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