SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Philip Environmental Inc.
-----------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------
(Title of Class of Securities)
71790610
--------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement |X|.
Page 1 of 7 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. 71790610 Page 2 of 7 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
T.A.L. Investment Counsel Ltd.
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- --------------------------------------------------------------------------------
5) SOLE VOTING POWER
2,290,625 shares of Common Stock
NUMBER -------------------------------------------------
OF 6) SHARED VOTING POWER
SHARES Not applicable
BENEFICIALLY -------------------------------------------------
OWNED BY 7) SOLE DISPOSITIVE POWER
EACH 2,511,650 shares of Common Stock
REPORTING -------------------------------------------------
PERSON 8) SHARED DISPOSITIVE POWER
WITH Not applicable
- --------------------------------------------------------------------------------
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,511,650 shares of Common Stock
- --------------------------------------------------------------------------------
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.88%
- --------------------------------------------------------------------------------
12) TYPE OF REPORTING PERSON
IA
- --------------------------------------------------------------------------------
-2-
<PAGE>
Schedule 13G
ITEM 1(A). NAME OF ISSUER:
Philip Environmental Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
651 Burlington St. East, P.O. Box 423, Depot 1, Hamilton, Ontario
ITEM 2(A). NAME OF PERSON FILING:
T.A.L. Investment Counsel Ltd.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal business office is 1000 de la Gauchetiere West, Suite
3100, Montreal, Quebec, Canada H3B 4W5
ITEM 2(C). CITIZENSHIP:
Canada
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(e). CUSIP NUMBER:
71790610
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(b), OR 13s-2(b),
CHECK WHETHER THE PERSON FILING IS A:
(e) |X| Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned: 2,511,650 shares of Common Stock
(b) percent of class: 6.88%
(c) Number of shares as to which such person has:
-3-
<PAGE>
(i) Sole power to vote or to direct the vote: 2,290,625 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:
2,511,650 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.
Not applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Various persons have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the
common stock of Philip Environmental Inc. No one person's interest in
the common stock of Philip Environmental Inc. is more than five
percent of the total outstanding common stock.
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
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired 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 in connection
with or as a participant in any transaction having such purpose or
effect.
-4-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13G in connection with
T.A.L. Investment Counsel Ltd.'s beneficial ownership of the common stock of
Philip Environmental Inc. at December 31, 1995 is true, complete and correct.
Date: August 5, 1996
T.A.L. INVESTMENT COUNSEL LTD.
/s/ Assunta Di Lorenzo
----------------------
By: Assunta Di Lorenzo
Legal Counsel and Corporate Secretary
-5-
