UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. INITIAL)*
CALL-NET ENTERPRISES INC.
(Name of Issuer)
Class B SHARES
(Title of Class of Securities)
130910201
(CUSIP Number)
HAROLD P. HANDS, EXECUTIVE VICE PRESIDENT, LEGAL
MACKENZIE FINANCIAL CORPORATION, 150 BLOOR STREET WEST, SUITE M111,
TORONTO, ONTARIO M5S 3B5 (416) 922-5322
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 7, 1996
(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 [ X ].
Check the following box if a fee is being paid with the statement [ ]. (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).
CUSIP No. 130910201 13D Page 2 of 4
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Universal Canadian Growth Fund Limited, by its Investment Advisor,
Mackenzie Financial Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ]
(b) [ x ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Internal, Investment Company Assets
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Toronto, Ontario, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
1,106,485 Shares (through investment advisor, Mackenzie Financial Corporation
8. SHARED VOTING POWER
NIL
9. SOLE DISPOSITIVE POWER
1,106,485 Shares (through investment advisor, Mackenzie Financial Corporation
10. SHARED DISPOSITIVE POWER
NIL
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,106,485 Shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES. * [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14. TYPE OF REPORTING PERSON *
IC - Unregistered Investment Company (Canadian Mutual Fund Corporation)
<PAGE>
Schedule 13D Page 3 of 4
Item 1 Security and Issuer
Class B Shares
Call-Net Enterprises Inc.
400-2550 Victoria Park Avenue
North York, Ontario M2J 5A9
Item 2 IDENTITY AND BACKGROUND
Item 2(a) Name
Universal Canadian Growth Fund Limited
Item 2(b) Business Address
150 Bloor Street West, Suite M111
Toronto, Ontario, Canada M5S 3B5
Item 2(c) Principle Business
Canadian Mutual Fund Corporation
Item 2(d) Criminal Convictions
Nil
Item 2(e) Civil Proceedings
Nil
Item 2(f) Citizenship
N/A
Item 3 Source and Amount of Funds or Other Consideration
Purchase price paid from internal source - net assets of Canadian mutual fund
corporation.
Item 4 Purpose of Transaction
The purpose of the transactions reported on this Form Schedule 13D is
investment. The reporting entity has acquired the securities in the
ordinary course of business and not with the purpose nor with the effect of
changing or influencing the control of the issuer, nor in connection with or
as participant in any transaction having such purpose or effect, including
any transaction subject to Rule 13d-3(b) under the Securities and Exchange
Act of 1934, as amended.
Item 5 INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) Aggregate Number and Percentage of Shares Beneficially Owned
1,106,485 shares, 5.2%
<PAGE>
Schedule 13D Page 4 of 4
Item 5(b) Number of Shares as to which such person has:
(i) Sole power to vote or direct the vote: 1,106,485 Shares
through Investment Adviser, (Mackenzie Financial Corp.)
(ii) Shared power to vote or direct the vote: NIL
(iii) Sole power to dispose or direct the disposition: 1,106,485 Shares
through Investment Adviser, (Mackenzie Financial Corp.)
(iv) Shared power to dispose or direct the disposition: NIL
Item 5(c) Transactions
(i) Transaction effected by: Universal Canadian Growth Fund Limited
(ii) Date: November 7, 1996
(iii) Amount: 50,000 shares
(iv) Price per share: $14.60
(v) Where and how transaction effected: Market Transaction
Item 5(d) Other Interests
Nil
Item 5(e) Date on which reporting person ceased to be beneficial owner of more
than 5%
N/A
Item 6 Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
N/A
Item 7 Material to be Filed as Exhibits
N/A
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.
Harold P. Hands
Executive Vice President, Legal November 22, 1996
