SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
CHC Helicopter Corporation
(Name of Issuer)
Class A Sub-voting
(Title of Class of Securities)
12541C20J
(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:
| | 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 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. 716731104 13G Page 2 of 7 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RT Cap Small Cap Pooled Fund
________________________________________________________________________________
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 649,700
BENEFICIALLY _______________________________________________________________
OWNED BY EACH 7. SOLE DISPOSITIVE POWER
REPORTING PERSON
WITH _______________________________________________________________
8. SHARED DISPOSITIVE POWER
649,700
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
649,700
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* |_|
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.09%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
IA
________________________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a) Name of Issuer:
CHC Helicopter Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
CHC Helicopter Corporation
Hangar #1, St. John's Airport
St. John's, Newfoundland
Canada, A1C 5V5
(709) 570-0700
Item 2(a) Name of Person Filing:
RT Cap Small Cap Pooled Fund
Item 2(b) Address of Principal Business Office or, if None, Residence:
RT Cap Small Cap Pooled Fund
Royal Trust Tower, P.O. Box 7500, Station A
77 King Street West, Suite 3700
Toronto, Ontario M5K 1H1
Item 2(c) Citizenship:
Canada
Item 2(d) Title of Class of Securities:
Class A Sub-voting
Item 2(e) CUSIP Number:
12541C20J
<PAGE>
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) |_| Broker or dealer registered under Section 15 of the
Act (15 U.S.C. 78o).
(b) |_| Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) |_| Insurance Company as defined in Section 3(a)(19) of the Act
(15 U.S.C.78c).
(d) |_| Investment Company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C.8a-8).
(e) |_| An Investment Adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);*
(f) |_| An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G);
(h) |_| A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) |_| Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Section 240.13d-1(c),
Check this box |X|;
Item 4. Ownership.
(a) Amount beneficially owned:
626,000
(b) Percent of class:
6.26%
(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
626,000
(iii) Sole power to dispose or to direct the disposition of
(iv) Shared power to dispose or to direct the disposition of
626,000
<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.
RT Cap Small Cap Pooled Fund, a wholly-owned subsidiary of RT Capital
Management Inc., is the manager of accounts and has delegated its investment
management duties to RT Capital Management Inc. ("RTCM"). RTCM 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 percent of the class.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
N/A
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/
Authorized Signing Authority
RT Capital Management Inc.,
as trustee
---------------------------------
(Name/Title)
