<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
GST TELECOMMUNICATIONS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
361942105
(CUSIP Number)
JAMES LAWSON
MANAGER, INVESTMENT ADMINISTRATION
I.G. INVESTMENT MANAGEMENT, LTD.
ONE CANADA CENTRE
447 PORTAGE AVENUE
WINNIPEG, MANITOBA CANADA
R3C 3B6
TELEPHONE: (204)956-8224
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
NOVEMBER 14, 1997
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 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).
<PAGE> 2
CUSIP NO. 361942105
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Investors Canadian Small Cap Fund
Reporting Person, a non-U.S. entity, has no I.R.S. Identification
Number.
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions)
00 -- Funds from time to time committed to Investors Group Trust Co. Ltd.
by Unitholders for investment in Units of the Fund.
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)[ ]
6. Citizenship or Place of Organization
Manitoba, Canada
Number of Shares 7. Sole Voting Power 0
Beneficially Owned 8. Shared Voting Power 536,000
by Each Reporting 9. Sole Dispositive Power 0
Person With 10. Shared Dispositive Power 536,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
536,000
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11):
2.0%
14. Type of Reporting Person (See Instructions)
00 (Open-end mutual fund trust governed by the laws of the Province of
Manitoba, Canada)
2A
<PAGE> 3
CUSIP NO. 361942105
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Investors Retirement Mutual Fund
Reporting Person, a non-U.S. entity, has no I.R.S. Identification
Number.
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions)
00 -- Funds from time to time committed to Investors Group Trust Co. Ltd.
by Unitholders for investment in Units of the Fund.
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
6. Citizenship or Place of Organization
Manitoba, Canada
Number of Shares 7. Sole Voting Power 0
Beneficially Owned 8. Shared Voting Power 982,250
by Each Reporting 9. Sole Dispositive Power 0
Person With 10. Shared Dispositive Power 982,250
11. Aggregate Amount Beneficially Owned by Each Reporting Person
982,250
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11):
3.6%
14. Type of Reporting Person (See Instructions)
00 (Open-end mutual fund trust governed by the laws of the Province of
Manitoba, Canada)
2B
<PAGE> 4
CUSIP NO. 361942105
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Investors Canadian Equity Fund
Reporting Person, a non-U.S. entity, has no I.R.S. Identification
Number.
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions)
00 -- Funds from time to time committed to Investors Group Trust Co. Ltd.
by Unitholders for investment in Units of the Fund.
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
6. Citizenship or Place of Organization
Manitoba, Canada
Number of Shares 7. Sole Voting Power 0
Beneficially Owned 8. Shared Voting Power 1,196,450
by Each Reporting 9. Sole Dispositive Power 0
Person With 10. Shared Dispositive Power 1,196,450
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,196,450
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11):
4.4%
14. Type of Reporting Person (See Instructions)
00 (Open-end mutual fund trust governed by the laws of the Province of
Manitoba, Canada)
2C
<PAGE> 5
CUSIP NO. 361942105
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
I.G. Investment Management, Ltd.
Reporting Person, a non-U.S. entity, has no I.R.S. Identification
Number.
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions)
00 -- Funds from time to time committed to Investors Group Trust Co. Ltd.
by Unitholders of Investors Canadian Small Cap Fund, Investors Retirement
Mutual Fund and Investors Canadian Equity Fund for investment in Units of
each of Investors Canadian Small Cap Fund, Investors Retirement Mutual Fund
and Investors Canadian Equity Fund, respectively.
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
6. Citizenship or Place of Organization
Canada
Number of Shares 7. Sole Voting Power 0
Beneficially Owned 8. Shared Voting Power 2,714,700
by Each Reporting 9. Sole Dispositive Power 0
Person With 10. Shared Dispositive Power 2,714,700
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,714,700
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11):
10.0%
14. Type of Reporting Person (See Instructions)
CO (Corporation governed by the Canada Business Corporations Act), IA
(Canadian)
2D
<PAGE> 6
CUSIP NO. 361942105
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Investors Group Trust Co. Ltd.
Reporting Person, a non-U.S. entity, has no I.R.S. Identification
Number.
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions)
00 -- Funds from time to time committed to Investors Group Trust Co. Ltd.
by Unitholders of Investors Canadian Small Cap Fund, Investors Retirement
Mutual Fund and Investors Canadian Equity Fund for investment in Units of
each of Investors Canadian Small Cap Fund, Investors Retirement Mutual Fund
and Investors Canadian Equity Fund, respectively.
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
6. Citizenship or Place of Organization
Manitoba, Canada
Number of Shares 7. Sole Voting Power 0
Beneficially Owned 8. Shared Voting Power 2,714,700
by Each Reporting 9. Sole Dispositive Power 0
Person With 10. Shared Dispositive Power 2,714,700
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,714,700
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11):
10.0%
14. Type of Reporting Person (See Instructions)
CO (Corporation governed by the Manitoba Corporations Act)
2E
<PAGE> 7
CUSIP NO. 361942105
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Investors Group Inc.
Reporting Person, a non-U.S. entity, has no I.R.S. Identification
Number.
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions)
00 -- Funds from time to time committed to Investors Group Trust Co. Ltd.
by Unitholders of Investors Canadian Small Cap Fund, Investors Retirement
Mutual Fund and Investors Canadian Equity Fund for investment in Units of
each of Investors Canadian Small Cap Fund, Investors Retirement Mutual Fund
and Investors Canadian Equity Fund, respectively.
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
6. Citizenship or Place of Organization
Canada
Number of Shares 7. Sole Voting Power 0
Beneficially Owned 8. Shared Voting Power 2,714,700
by Each Reporting 9. Sole Dispositive Power 0
Person With 10. Shared Dispositive Power 2,714,700
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,714,700
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11):
10.0%
14. Type of Reporting Person (See Instructions)
CO (Corporation governed by the Canada Business Corporations Act), HC
2F
<PAGE> 8
CUSIP NO. 361942105
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Investors Group Trustco Inc.
Reporting Person, a non-U.S. entity, has no I.R.S. Identification
Number.
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions)
00 -- Funds from time to time committed to Investors Group Trust Co. Ltd.
by Unitholders of Investors Canadian Small Cap Fund, Investors Retirement
Mutual Fund and Investors Canadian Equity Fund for investment in Units of
each of Investors Canadian Small Cap Fund, Investors Retirement Mutual Fund
and Investors Canadian Equity Fund, respectively.
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)[ ]
6. Citizenship or Place of Organization
Canada
Number of Shares 7. Sole Voting Power 0
Beneficially Owned 8. Shared Voting Power 2,714,700
by Each Reporting 9. Sole Dispositive Power 0
Person With 10. Shared Dispositive Power 2,714,700
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,714,700
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)[ ]
13. Percent of Class Represented by Amount in Row (11):
10.0%
14. Type of Reporting Person (See Instructions)
CO (Corporation governed by the Canada Business Corporations Act), HC
2G
<PAGE> 9
- 3 -
This Amendment 2 supplements and amends the original joint statement
filed on April 20, 1999 and subsequently amended by Amendment 1 filed on May
17, 1999, by and on behalf of the following Reporting Persons signing this
Amendment 2 to Schedule 13D and are hereafter referred to as the "Reporting
Persons": Investors Group Inc. ("IGI"), Investors Group Trustco Inc.
("Trustco"), Investors Group Trust Co. Ltd. (the "Trustee"), I.G. Investment
Management, Ltd. (the "Management Company"), and Investors Canadian Small Cap
Fund, Investors Retirement Mutual Fund and Investors Canadian Equity Fund
(collectively, the "Funds").
ITEM 1. SECURITY AND ISSUER.
Not amended.
ITEM 2. IDENTITY AND BACKGROUND.
Not amended.
<PAGE> 10
- 4 -
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Persons used an aggregate of approximately
$40,176,577.40 to purchase the Issuer's Common Stock reported as beneficially
owned in Item 5 below. The Issuer's Common Stock was purchased with funds of
Unitholders of each Fund from time to time committed to the Trustee for
investment in Units of the Fund.
ITEM 4. PURPOSE OF TRANSACTION.
Not amended.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number and percentage of Securities to which
this Schedule 13D relates is 2,714,700 shares of Common Stock, representing
10.0% of the 27,199,004 shares of the Issuer's Common Stock outstanding, as
reported as being outstanding in the Issuer's Form 10-Q for the quarter ended
June 30, 1997. The Reporting Persons beneficially own those Securities as
follows:
<TABLE>
<CAPTION>
Shares of % of
Common Class of
Name Stock Common Stock
---- ----- ------------
<S> <C> <C>
Investors Group Inc. 2,714,700 10.0%
Investors Group Trustco Inc. 2,714,700 10.0%
Investors Group Trust Co. Ltd. 2,714,700 10.0%
I.G. Investment Management, Ltd. 2,714,700 10.0%
Investors Canadian Small Cap Fund 536,000 2.0%
Investors Retirement Mutual Fund 982,250 3.6%
Investors Canadian Equity Fund 1,196,450 4.4%
</TABLE>
(b) Under Sections 5.1 and 7.1 of the Declaration of Trust, the
Trustee may be deemed to direct the disposition and voting of the shares of
Issuer's Common Stock held by the Funds. However, IGI, Trustco, the Trustee
and the Management Company may be deemed to beneficially own the subject
2,714,700 shares of the Issuer's Common Stock by virtue of the common officers
and/or directors among IGI, Trustco, the Trustee and the Management Company, as
indicated on Schedule I annexed hereto, and thus directly and indirectly share
voting power and share dispositive power within the meaning of Rule 13d-3 under
Section 13(d) of the Securities Exchange Act of 1934 with respect to the
subject 2,714,700 shares of Issuer's Common Stock.
(c) The table below sets forth purchases of the Issuer's Common
Stock by the Reporting Persons during the last sixty days. All of such
purchases were effected by the Management Company on the American Stock
Exchange.
<PAGE> 11
- 5 -
<TABLE>
<CAPTION>
Approximate Price
Per Share ($)
Amount of Shares (exclusive of
Date Of Common Stock commissions)
<S> <C> <C>
October 2, 1997 101,000 $14.84
October 2, 1997 150,000 $14.75
October 3, 1997 135,000 $15.22
October 6, 1997 50,000 $15.63
October 7, 1997 63,000 $16.86
October 7, 1997 37,000 $16.68
October 7, 1997 125,900 $16.68
October 7, 1997 74,100 $16.68
October 7, 1997 151,100 $16.86
October 7, 1997 88,900 $16.68
October 8, 1997 215,000 $16.93
October 8, 1997 263,000 $16.93
October 10, 1997 6,500 $16.25
October 10, 1997 7,900 $16.25
October 14, 1997 67,500 $15.67
October 14, 1997 82,500 $15.67
October 15, 1997 6,100 $15.25
October 15, 1997 45,000 $15.25
October 15, 1997 7,500 $15.25
October 15, 1997 55,000 $15.25
October 16, 1997 27,500 $15.10
October 16, 1997 33,700 $15.10
October 16, 1997 11,200 $15.10
October 16, 1997 13,800 $15.10
October 17, 1997 2,250 $14.50
October 17, 1997 2,750 $14.50
November 13, 1997 (2,450) $13.13
November 13, 1997 (3,050) $13.13
November 13, 1997 (1,350) $13.28
November 13, 1997 (1,650) $13.28
November 14, 1997 25,000 $12.00
November 14, 1997 495,000 $12.00
November 14, 1997 380,000 $12.00
</TABLE>
(d) Each Fund has the right to receive and the power to direct the
receipt of dividends from, and the proceeds from the sale of, the Common Stock
held by it.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not amended.
<PAGE> 12
- 6 -
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 22, 1999 INVESTORS GROUP INC.
By: /s/ Edwin R. Buss
----------------------------
Edwin R. Buss, as
Attorney-in-Fact for
Hugh Sanford Riley,
President and Chief
Executive Officer of
Investors Group Inc.
April 22, 1999 INVESTORS GROUP TRUSTCO INC.
By: /s/ Edwin R. Buss
----------------------------
Edwin R. Buss, as
Attorney-in-Fact for
Richard Elliot Archer,
President of
Investors Group Trustco Inc.
April 22, 1999 INVESTORS GROUP TRUST CO. LTD.
By: /s/ Edwin R. Buss
----------------------------
Edwin R. Buss, as
Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer
Investors Group Trust Co. Ltd.
April 22, 1999 I.G. INVESTMENT MANAGEMENT, LTD.
By: /s/ Edwin R. Buss
--------------------------------------
Edwin R. Buss, as
Attorney-in-Fact for
Alexander Scott Penman,
President and Chief Executive Officer
of I.G. Investment Management, Ltd.
<PAGE> 13
April 22, 1999 INVESTORS CANADIAN SMALL CAP FUND
By: /s/ Edwin R. Buss
--------------------------------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors Canadian Small Cap Fund
April 22, 1999 INVESTORS RETIREMENT MUTUAL FUND
By: /s/ Edwin R. Buss
--------------------------------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors Retirement Mutual Fund
April 22, 1999 INVESTORS CANADIAN EQUITY FUND
By: /s/ Edwin R. Buss
--------------------------------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors Canadian Equity Fund
