<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 11)
(FINAL AND TERMINATING AMENDMENT)
______________________
Laurentian Capital Corporation
(Name of Issuer)
______________________
Common Stock, par value $.05 per share
(Title of Class of Securities)
_____________________
519256101
(CUSIP Number)
_____________________
Robert W. Haig
Vice President, General Counsel and Secretary
The Imperial Life Assurance Company of Canada
95 St. Clair Avenue West
Toronto, Ontario M4V 1N7 Canada
Tel. (416) 926-2951
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
E. B. Peebles III, Esq.
Armbrecht, Jackson, DeMouy,
Crowe, Holmes & Reeves
1300 AmSouth Center
Mobile, Alabama 36602
Tel. (205) 432-6751
________________________
January 1, 1994
(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 this
statement: [ ].
Exhibit Index page 14
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CUSIP No. 519256101
______________________________________________________________
( 1) Names of Reporting Persons; S.S. or I.R.S. Identification
Nos. of Above Persons
The Imperial Life Assurance Company of Canada;
I.R.S. Identification No. 98-000675
______________________________________________________________
( 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) Not applicable
______________________________________________________________
( 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 (7) Sole Voting Power 5,432,109
Shares Bene- _____________________________________________
ficially (8) Shared Voting Power 0
Owned by _____________________________________________
Each Report- (9) Sole Dispositive Power 5,432,109
ing Person __________________________________________________
With (10) Shared Dispositive Power 0
______________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 5,432,109
______________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
______________________________________________________________
(13) Percent of Class Represented by Amount in Row (11) 72.0%
______________________________________________________________
(14) Type of Reporting Person (See Instructions) IC
______________________________________________________________
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CUSIP No. 519256101
______________________________________________________________
( 1) Names of Reporting Persons; S.S. or I.R.S. Identification
Nos. of Above Persons
Laurentian Financial, Inc.
______________________________________________________________
( 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) Not applicable
______________________________________________________________
( 5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
______________________________________________________________
( 6) Citizenship or Place of Organization Province of
Quebec, Canada
______________________________________________________________
Number of (7) Sole Voting Power 744,984
Shares Bene- _____________________________________________
ficially (8) Shared Voting Power 0
Owned by _____________________________________________
Each Report- (9) Sole Dispositive Power 744,984
ing Person __________________________________________________
With (10) Shared Dispositive Power 0
______________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 6,177,093
______________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
______________________________________________________________
(13) Percent of Class Represented by Amount in Row (11) 81.8%
______________________________________________________________
(14) Type of Reporting Person (See Instructions) HC
______________________________________________________________
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CUSIP No. 519256101
______________________________________________________________
( 1) Names of Reporting Persons; S.S. or I.R.S. Identification
Nos. of Above Persons
The Laurentian Group Corporation
______________________________________________________________
( 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) Not applicable
______________________________________________________________
( 5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
______________________________________________________________
( 6) Citizenship or Place of Organization Province of
Quebec, Canada
______________________________________________________________
Number of (7) Sole Voting Power 0
Shares Bene- _____________________________________________
ficially (8) Shared Voting Power 0
Owned by _____________________________________________
Each Report- (9) Sole Dispositive Power 0
ing Person __________________________________________________
With (10) Shared Dispositive Power 0
______________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 0
______________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
______________________________________________________________
(13) Percent of Class Represented by Amount in Row (11) 0%
______________________________________________________________
(14) Type of Reporting Person (See Instructions) HC
______________________________________________________________
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CUSIP No. 519256101
______________________________________________________________
( 1) Names of Reporting Persons; S.S. or I.R.S. Identification
Nos. of Above Persons
The Laurentian Life and Health Corporation
______________________________________________________________
( 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) Not applicable
______________________________________________________________
( 5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
______________________________________________________________
( 6) Citizenship or Place of Organization Province of
Quebec, Canada
______________________________________________________________
Number of (7) Sole Voting Power 0
Shares Bene- _____________________________________________
ficially (8) Shared Voting Power 0
Owned by _____________________________________________
Each Report- (9) Sole Dispositive Power 0
ing Person __________________________________________________
With (10) Shared Dispositive Power 0
______________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 0
______________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
______________________________________________________________
(13) Percent of Class Represented by Amount in Row (11) 0%
______________________________________________________________
(14) Type of Reporting Person (See Instructions) IC; HC
______________________________________________________________
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CUSIP No. 519256101
______________________________________________________________
( 1) Names of Reporting Persons; S.S. or I.R.S. Identification
Nos. of Above Persons
The Laurentian Mutual Management Corporation
______________________________________________________________
( 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) Not applicable
______________________________________________________________
( 5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
______________________________________________________________
( 6) Citizenship or Place of Organization Province of
Quebec, Canada
______________________________________________________________
Number of (7) Sole Voting Power 0
Shares Bene- _____________________________________________
ficially (8) Shared Voting Power 0
Owned by _____________________________________________
Each Report- (9) Sole Dispositive Power 0
ing Person _____________________________________________
With (10) Shared Dispositive Power 0
______________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 0
______________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
______________________________________________________________
(13) Percent of Class Represented by Amount in Row (11) 0%
______________________________________________________________
(14) Type of Reporting Person (See Instructions) HC
______________________________________________________________
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NOTE: Pursuant to Rule 13D-2(c) and Rule 101 (a)(2)(ii) of
Regulation S-T, the information set forth in this Final and
Terminating Amendment No. 11 amends and restates the information set
forth in the Schedule 13D to which this Amendment relates and
Amendments Nos. 1 through 10 thereto.
Item 1. Security and Issuer.
This statement relates to shares of Common Stock, par value
$.05 per share ("Laurentian Capital Stock"), of Laurentian Capital
Corporation ("Laurentian Capital" or the "Company"). The address of
the Company's principal executive offices is 640 Lee Road, Wayne,
Pennsylvania 19087.
Item 2. Identity and Background.
This statement is filed on behalf of The Laurentian Mutual
Management Corporation ("Laurentian Management"), a Quebec mutual
management corporation, The Laurentian Life and Health Corporation
("Laurentian Life"), a Quebec capital stock insurance company, The
Laurentian Group Corporation ("Laurentian Group") and Laurentian
Financial, Inc. ("Laurentian Financial"), each corporations
incorporated under the laws of the Province of Qubec, Canada, and
The Imperial Life Assurance Company of Canada, an insurance
corporation organized under the laws of Canada ("Imperial")
(collectively, the foregoing are referred to herein as the "Reporting
Persons").
Laurentian Management and Laurentian Life came into existence
as a result of the conversion of The Laurentian Mutual Insurance
("Laurentian Mutual"), a former corporation organized under the laws
under the Province of Quebec which held 92.5% of the voting stock of
Laurentian Group, into Laurentian Life and Laurentian Management.
The principal business of Laurentian Mutual was comprised of the
sale, directly and through controlled companies, of life, accident
and health insurance, both individual and group. Laurentian
Management owns 100% of the common shares of Laurentian Life, and the
rights of the former mutual members of Laurentian Mutual are now
exercised through Laurentian Management. The principal business of
Laurentian Life is that previously carried on by Laurentian Mutual.
By virtue of its controlling interest in Laurentian Life, Laurentian
Management could also previously have been deemed to be in control of
Laurentian Group, Laurentian Financial, Imperial and Laurentian
Capital.
As described in Item 6 below, Laurentian Group shareholders
have exchanged Laurentian Group shares for shares of La Societe
Financiere Desjardin Laurentienne inc. ("SFDL"). As described in
Item 5 below, Laurentian Life and Laurentian Management no longer
beneficially own Laurentian Capital Stock, and will accordingly make
no further filings with respect to the Schedule 13D to which this
Amendment relates. Future reports by the other Reporting Persons
(the "Continuing Reporting Persons") with respect to beneficial
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ownership of Laurentian Capital Stock will be made jointly with SFDL
and certain of its affiliates which now also beneficially own the
Laurentian Capital Stock to which this Amendment relates, so that no
further reports will be made by amendment to the Schedule 13D to
which this Amendment relates.
Laurentian Group is a holding corporation all of the
outstanding voting stock of which was acquired by SFDL in the
transaction described in Item 6 below. Laurentian Group, through its
subsidiaries, is active in life and casualty insurance, banking and
funds management in Canada, the United Kingdom and the United States.
Laurentian Financial is a holding company and a wholly-owned
subsidiary of Laurentian Group. All life insurance and fund
management activities carried out by the subsidiaries of Laurentian
Group are conducted through Laurentian Financial. The principal
executive offices of Laurentian Life, Laurentian Management,
Laurentian Group and Laurentian Financial are located at 500 Grande-
Allee East, Quebec City, Quebec, G1R 5M4, Canada and their principal
offices are located in the Laurentian Building, 1100 Rene-Levesque
Blvd. West, Montreal, Quebec, H3B 4N4.
Imperial is a wholly-owned subsidiary of Laurentian Financial
engaged principally in the business of providing a full range of
individual and group life, accident, health and disability insurance,
as well as annuities certain and lifetime annuities and a variety of
savings plans. Through its subsidiaries, Imperial is also engaged in
the businesses of medical examination services, investment counseling
and portfolio management, and real estate investments. Imperial's
principal executive office is located at 95 St. Clair Avenue West,
Toronto, Ontario M4V 1N7, Canada.
The name, residence or business address, citizenship and
present principal occupation or employment of each of the directors
and executive officers of each of the Continuing Reporting Persons
and the name, principal business and address of the organization in
which such occupation or employment is conducted are set forth in
Exhibit A attached hereto.
During the five years immediately prior to the date hereof,
none of the Reporting persons nor, to the best of their knowledge,
any of the persons whose names are set forth in Exhibit A (i) has
been convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors), or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3. Source and amount of Funds or Other Consideration.
To the best of knowledge of the Continuing Reporting Persons,
Imperial (or its predecessors in interest) has directly or indirectly
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expended approximately $88.55 million (Cdn.) in acquiring the
5,432,109 shares of Laurentian Capital Stock owned by it, and
Laurentian Financial (or its predecessors in interest) has directly
or indirectly expended approximately $10.271 million (Cdn.) in
acquiring the 744,984 shares of Laurentian Capital Stock owned by it.
Except as otherwise described in the Schedule 13D and amendments
thereto to which this statement relates, such funds were obtained
from internal funds and were not borrowed or otherwise obtained for
the purpose of acquiring, holding, trading or voting such stock.
Item 4. Purpose of Transaction.
Imperial and Laurentian Fund acquired the Laurentian Capital
Stock for investment purposes. While the Continuing Reporting
Persons reserve the right to take or recommend such actions as they
may consider desirable in light of their ongoing review of the
businesses and operations of their subsidiaries and future
developments, none of the Reporting Persons has any present plans or
proposals which relate to or would result in any of the following:
(a) the acquisition of additional securities or the disposition of
securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation,
involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) any change in the present board of directors or
management of the Company, including any plans or proposals to change
the number or term of directors or to fill any existing vacancies on
the board of directors; (e) any material change in the present
board of directors or management of the Company, including any plans
or proposals to change the number or term of directors or to fill any
existing vacancies on the board of directors; (f) any other material
change in the Company's business or corporate structure; (g) changes
in the Company's charter, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the
Company by any person; (h) causing a class of securities of the
Company to be delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) causing a
class of equity securities of the Company to become eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or (j) any action similar to any of
those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) and (b) Imperial has sole voting and dispositive power
over 5,432,109 shares of Laurentian Capital Stock, which represents
approximately 72% of the outstanding shares of Laurentian Capital
Stock. Laurentian Financial has sole voting and dispositive power
over an additional 744,984 shares of Laurentian Capital Stock which
represent approximately 9.8% of the outstanding shares of Laurentian
Capital Stock. By virtue of its ownership of 100% of the Common
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Stock of Imperial, Laurentian Financial may also be deemed the
beneficial owner of the shares of Laurentian Capital Stock held by
Imperial for an aggregate beneficial ownership of 6,177,093 shares of
Laurentian Capital Stock representing approximately 81.8% of the
outstanding shares of Laurentian Capital Stock. Laurentian Group, by
virtue of its controlling equity interest in Laurentian Financial,
may also be deemed beneficial owner of the shares of Laurentian
Capital Stock owned by Laurentian Financial and Imperial.
(c) No Reporting Person has effected any transactions in
shares of Laurentian Capital Stock in the 60 day period ended as of
the date hereof.
(d) No other person 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, the shares of Laurentian Capital Corporation
reported in this Item 5.
(e) By virtue of the transactions described in Item 6 below,
shares of Laurentian Capital Stock previously beneficially owned by
Laurentian Group are now beneficially owned by SFDL. As of January
1, 1994, neither Laurentian Life nor Laurentian Management has any
beneficial ownership interest in Laurentian Capital Stock.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
La Societe Financiere Desjardin Laurentienne inc. ("SFDL")
issued a Press Release on December 23, 1993 (the "Press Release"), a
copy of which is attached hereto as Exhibit B and incorporated by
reference herein, announcing that SFDL's public exchange offer had
been completed and that closing of the transactions described therein
would occur on January 1, 1994. The Reporting Persons are advised
that, as a result of the transactions described in the Press Release,
Laurentian Group became a wholly-owned subsidiary of SFDL on such
date.
Except as otherwise reported herein, none of the Reporting
Persons has any contract, arrangement, understanding or relationship
(whether or not legally enforceable) with any other person with
respect to any securities of the Company, including but not limited
to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of
proxies.
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Item 7. Material to be Filed as Exhibits.
<TABLE>
<S> <C>
Exhibit A Officers and Directors of Laurentian Group,
Laurentian Fund and Imperial
Exhibit B Press Release by La Societ Financiere
Desjardin Laurentienne inc.
Exhibit C Power of Attorney
</TABLE>
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SIGNATURES
After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, the undersigned certify that the
information set forth in this Amendment No. 11 is true, complete and
correct.
THE IMPERIAL LIFE ASSURANCE COMPANY
OF CANADA
[By LAURENTIAN CAPITAL CORPORATION,
as Attorney-in-Fact]
By: /s/ Bernhard M. Koch
Bernhard M. Koch
Date: January 10, 1994 Title: Vice President and Secretary
LAURENTIAN FINANCIAL, INC.
[By LAURENTIAN CAPITAL CORPORATION,
as Attorney-in-Fact]
By: /s/ Bernhard M. Koch
Bernhard M. Koch
Date: January 10, 1994 Title: Vice President and Secretary
THE LAURENTIAN GROUP CORPORATION
[By LAURENTIAN CAPITAL CORPORATION,
as Attorney-in-Fact]
By: /s/ Bernhard M. Koch
Bernhard M. Koch
Date: January 10, 1994 Title: Vice President and Secretary
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THE LAURENTIAN LIFE AND HEALTH
CORPORATION
[By LAURENTIAN CAPITAL CORPORATION,
as Attorney-in-Fact]
By: /s/ Bernhard M. Koch
Bernhard M. Koch
Date: January 10, 1994 Title: Vice President and Secretary
THE LAURENTIAN MUTUAL MANAGEMENT
CORPORATION
[By LAURENTIAN CAPITAL CORPORATION,
as Attorney-in-Fact]
By: /s/ Bernhard M. Koch
Bernhard M. Koch
Date: January 10, 1994 Title: Vice President and Secretary
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Exhibit Index
<TABLE>
<CAPTION>
Exhibit Sequential Page Number
<S> <C> <C>
Exhibit A Officers and Directors of 15
Laurentian Group, Laurentian Fund
and Imperial
Exhibit B Press Release by La Societe
Financiere Desjardin Laurentienne
inc.
Exhibit C Power of Attorney
</TABLE>
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EXHIBIT A
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___
EXHIBIT A
The name, residence or business address, and
present principal occupation of each executive officer
and director of the Reporting Persons, and of each
person who may be deemed to be a Controlling Person of
the Reporting Persons, are as follows (unless otherwise
indicated, each person listed below is a Canadian
citizen).
LIST OF DIRECTORS AND EXECUTIVE OFFICERS OF THE
IMPERIAL LIFE ASSURANCE COMPANY OF CANADA
I. Directors
<TABLE>
<CAPTION>
Name Business Address Principal Occupation _______ _ ____ _______
<S> <C> <C>
Jean A. Arvis De la Campagnie de Advisor to the
Suez Immeable C.F.I. Pr sident
4e tage
21-23, rue de la Ville
l'Eveque
75008 Paris, France
(Mr. Arvis is a French
Citizen)
Allan L. Beattie Eaton's of Canada Vice-Chairman
Limited
250 Yonge Street, 15th
Floor
Toronto, Ontario
M5B 1CB
Robert G. Brown The Imperial Life President
Assurance Company of
Canada
95 St. Clair Avenue
West
Toronto, Canada
M4V 1N7
Dr. Paul E. The Clarke Institute Psychiatrist-in-Chief
Garfinkel of Psychiatry
250 College Street
Room 835
Toronto, Canada
M5T 1C8
Lord Marsh of Laurentian Financial Executive Chairman
Mannington Group plc. of the Board
Laurentian House
Barnwood, Gloucestor
England
GL4 7RZ
(Lord Marsh is a
British Citizen)
Charles P. Matheson The Imperial Life Director
Assurance Company of
Canada
95 St. Clair Avenue
West
Toronto, Canada
M4V 1N7
<PAGE> 2
EXHIBIT A
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___
William G. Munro The Imperial Life Director
Assurance Company of
Canada
95 St. Clair Avenue
West
Toronto, Canada
M4V 1N7
The Hon. Brenda Senate of Canada Senator
Robertson Suite 303
Victoria Building
Ottawa, Ontario
K1A 0A4
Robert St.-Jacques The Imperial Life Chairman of the Board
Assurance Company of and CEO
Canada
95 St. Clair Avenue
West
Toronto, Canada
M4V 1N7
Sandra Sutherland, The Imperial Life Director
Q.C. Assurance Company of
Canada
95 St. Clair Avenue
West
Toronto, Canada
M4V 1N7
II. Executive
Officers
Robert G. Brown The Imperial Life President
Assurance Company of
Canada
95 St. Clair Avenue
West
Toronto, Canada
M4V 1N7
Bernard Dorval The Imperial Life President and CEO
Assurance Company of Laurentian/Imperial
Canada
95 St. Clair Avenue
West
Toronto, Canada
M4V 1N7
Paul Gauthier The Imperial Life Executive Vice
Assurance President
Company of Canada
95 St. Clair Avenue
West
Toronto, Canada
M4V 1N7
John Gilfoyle The Imperial Life Vice President,
Assurance Investments
Company of Canada
95 St. Clair Avenue
West
Toronto, Canada
M4V 1N7
Claude Samson The Imperial Life Senior Vice-President
Assurance and Chief Financial
Company of Canada Officer
95 St. Clair Avenue
West
Toronto, Canada
M4V 1N7
<PAGE> 3
EXHIBIT A
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___
Robert St.-Jacques The Imperial Life Chairman of the Board
Assurance and CEO
Company of Canada
95 St. Clair Avenue
West
Toronto, Canada
M4V 1N7
Genois Vachon The Imperial Life Vice President-
Assurance Manufacturing
Company of Canada
95 St. Clair Avenue
West
Toronto, Canada
M4V 1N7
</TABLE>
<PAGE> 4
EXHIBIT A
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___
LIST OF OFFICERS/DIRECTORS OF LAURENTIAN FINANCIAL INC.
I. DIRECTORS
<TABLE>
<CAPTION>
Name Business Address Principal Occupation ____ ________________
<S> <C> <C>
Jean A. Arvis De la Campagnie de Suez Advisor to the
Immeuble C.F.I 4e etage President
21-23, rue de la Ville
l'Ev que
75008 Paris, France
(Mr. Arvis is a French
Citizen)
Marcel Aubut Aubut Chasot Attorney
Avocats
2, Place Qu bec
C.P. 910
Qu bec (Qu bec)
G1R 4T4
Allan L. Beattie Eaton's of Canada Vice-Chairman
Limited
250 Yonge Street
Toronto, Ontario
M5B 1CB
Mario Bertrand 940 A, chemin Bond du Director,
lac Laurentian Financial
Dorval (Qu bec) Inc.
H9S 2C5
Claude Castonguay Laurentian Bank of Chairman of the Board
Canada
1961, avenue McGill
College
Tour Banque
Laurentienne
Bureau 2070
Montr al (Qu bec)
H3A 3K3
Guy J. Desmarais Dercan Ltd. Chairman of the Board
5160, boul. D carie and Chief Operating
Bureau 665 Officer
Montr al (Qu bec)
H3X 2H9
Jacques A. Drouin Laurentian Group Chairman of the Board
Corporation and Chief Operating
1100, Boul Officer
Ren -L vasque ouest
2e etage
Montreal (Qu bec)
H3B 4NY
Andre LeBal T l globe Canada inc President and Chief
1000, de la Gaucheti re Operating Officer
23e etage
Montreal (Qu bec)
H3B 4X5
<PAGE> 5
EXHIBIT A
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___
Jean-Guy Paquet Laurentian Life Inc President,
500, Garde All e est
Qu bec (Qu bec)
G1R 5M4
Anne Porier Key Porier Books President
70 the Esplanada
2d Floor
Toronto, Ontario
M5H 1R2
Robert T. Raikich Laurentian Capital President and CEO
Corporation
630 Lee Road, # 303
Wayne, Pa. 19087
(Ms. Raikich is a U.S.
citizen)
Robert St. Jacques The Imperial Life Chairman of the Board
Assurance Company of and CEO
Canada
95 St. Clair Avenue
ouest
2d Floor
Toronto, Canada
M4V 1N7
</TABLE>
II. OFFICERS
<TABLE>
<CAPTION>
Name Home Address Principal Occupation ____ ____________
<S> <C> <C>
Robert E. Brown Laurentian Financial Executive
Inc. Vice-President,
1100 Rene-Levasque Toronto, Distribution
Boulevard Oest, 2nd
floor
Montreal, Qu bec
H3B 4NY
Peter Dabbekeh Laurentian Financial Executive
Inc. Vice-President,
Investment Funds
1100 Rene-Levasque
Boulevard Oest, 2nd
floor
Montreal, Qu bec
H3B 4NY
Mark Delvecchio Laurentian Financial Vice-President,
Inc. Mortgage Portfolio
1100 Rene-Levasque Management
Boulevard Oest, 2nd
floor
Montreal, Qu bec
H3B 4NY
Sylvie Dion Laurentian Financial Vice President and
Inc. Actuary
1100 Rene-Levasque
Boulevard Oest, 2nd
floor
Montreal, Qu bec
H3B 4NY
<PAGE> 6
EXHIBIT A
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___
Bernard Dorval The Imperial Life Executive Vice
Assurance President and Chief
Company of Canada Operating Officer
95 St. Clair Avenue
West
Toronto, Canada
M4V 1N7
Jacques Drouin Laurentian Financial Chairman of the Board
Inc.
1100 Rene-Levasque
Boulevard Oest, 2nd
floor
Montreal, Qu bec
H3B 4NY
Stephen R. Dube Laurentian Financial Senior Vice-President,
Inc. Mortgage and Corporate
1100 Rene-Levasque Financing
Boulevard Oest, 2nd
floor
Montreal, Qu bec
H3B 4NY
Richard Furland Laurentian Financial Executive Vice
Inc. President
1100 Rene-Levasque
Boulevard Oest, 2nd Asset Management and
floor Corporate
Montreal, Qu bec Finance
H3B 4NY
Paul Gauthier The Imperial Life Executive Vice
Assurance President
Company of Canada
95 St. Clair Avenue
West
Toronto, Canada
M4V 1N7
John Gifoyle The Imperial Life Vice President,
Assurance Investments
Company of Canada
95 St. Clair Avenue
West
Toronto, Canada
M4V 1N7
Rod Holmes Laurentian Financial Vice-Pesident, Human
Inc. Resources and
1100 Rene-Levasque Organizational
Boulevard Oest, 2nd Development
floor
Montreal, Qu bec
H3B 4NY
Brian Hurley Laurentian Financial Vice-President, Credit
Inc. (Mortgage and Corporate
1100 Rene-Levasque Financing-MCF)
Boulevard Oest, 2nd
floor
Montreal, Qu bec
H3B 4NY
June Jaeklin Laurentian Financial Assistant
Inc. Vice-President,
1100 Rene-Levasque Human Resources
Boulevard Oest, 2nd
floor
Montreal, Qu bec
H3B 4NY
<PAGE> 7
EXHIBIT A
Page of ___
___
Michael Lebel Laurentian Financial Vice-President,
Inc. Central Region
1100 Rene-Levasque (Mortgage and Corporate
Boulevard Oest, 2nd Financing-MCF)
floor
Montreal, Qu bec
H3B 4NY
Jacques LeBlanc Laurentian Financial Senior Vice-President
Inc. and Chief Technology
1100 Rene-Levasque Officer
Boulevard Oest, 2nd
floor
Montreal, Qu bec
H3B 4NY
Jerry O'shea Laurentian Financial Vice-President
Inc. Information Sstems for
1100 Rene-Levasque Poducts and Service
Boulevard Oest, 2nd
floor
Montreal, Qu bec
H3B 4NY
Jean-Guy Paquet Laurentian Financial Executive
Inc. Vice-Pesident,
1100 Rene-Levasque Distribution Qu bec
Boulevard Oest, 2nd
floor
Montreal, Qu bec
H3B 4NY
Ian Pollock Laurentian Financial Vice-President,
Inc. Western Region,
1100 Rene-Levasque Mortgage and Corporate
Boulevard Oest, 2nd Financing
floor
Montreal, Qu bec
H3B 4NY
Pierre Rousseau Laurentian Financial Vice-President,
Inc. Affaires
1100 Rene-Levasque Juridiques-Corportif
Boulevard Oest, 2nd et Secretaire
floor
Montreal, Qu bec
H3B 4NY
Claude Samson Laurentian Financial Senior Vice-President
Inc. and Chief Financial
1100 Rene-Levasque Officer
Boulevard Oest, 2nd
floor
Montreal, Qu bec
H3B 4NY
Robert St. Jacques The Imperial Life Chairman of the Board
Assurance and
Company of Canada Chief Executive Officer
95 St. Clair Avenue
West
Toronto, Canada
M4V 1N7
Alain Thaveth Laurentian Financial Vice-President,
Inc. Planning
1100 Rene-Levasque
Boulevard Oest, 2nd
floor
Montreal, Qu bec
H3B 4NY
<PAGE> 8
EXHIBIT A
Page of ___
___
Genole Vachon Laurentian Financial Executive
Inc. Vice-President,
1100 Rene-Levasque Product and Service
Boulevard Oest, 2nd
floor
Montreal, Qu bec
H3B 4NY
David Wright The Imperial Life Senior Vice-President
Assurance and
Company of Canada Chief Actuary
95 St. Clair Avenue
West
Toronto, Canada
M4V 1N7
</TABLE>
<PAGE> 9
EXHIBIT A
Page of ___
___
LIST OF DIRECTORS AND OFFICERS OF LA
CORPORATION DU GROUPE LA LAURENTIENNE
I. DIRECTORS
<TABLE>
<CAPTION>
Names Business Address Principal Occupation _____ ________________
<S> <C> <C>
Jean Arvis Immeuble CFI, 4eetage Adviser to the
21, rue de la Ville President
l'Ev que
75008 Paris, France
(Mr. Arvis is a French
citizen)
Allan L. Beattie Eaton's of Canada Vice Chairman of the
Limited Board
250 Yonge Street, 15th
Floor
Toronto, Ontario
M5B 1C6
Andre J. Barque La Corporation du Vice-President,
Groupe la Laurentienne Administration and
1100, boul. Ren Secretary
Lev sque Ouest
25e etage
Montreal (Qu bec)
H3B 4N4
Claude Castonguay Laurentian Bank of Chairman
Canada
1981, avenue McGill
College
Bureau 2070
Montreal (Qu bec)
H3A 3K3
Jacques A. Drouin The Laurentian Group Chairman and CEO
Corporation
1100, boul.
Ren -L vesque Ouest
25e etage
Montreal (Qu bec)
H3B 4N4
Pierre Ducros Groupe DMR inc. Chairman and CEO
1200, rue McGill
College
Bureau 2300
Montreal (Qu bec)
H3B 4G7
Guy Dufresne La Compagnie Miniere President and CEO
Qu bec Cartier
1801, avenue McGill
College
Bureau 1400
Montreal (Qu bec)
H3A 2N4
George R. Eaton The T. Eaton Company President
Limited
250 Yonge Street, 15th
Floor
Toronto, Ontario
M5B 1C8
<PAGE> 10
EXHIBIT A
Page of ___
___
Christina Gold Avon Canada Inc. Chairman, President and
550, route CEO
Transcanadienne
Pointe-Clair (Qu bec)
H9R 4R3
Serge Gavin La Groupe Videotron President and CEO
Lt e
300, avenue Viger Est.
6e etage
Montreal (Qu bec)
H2X 3W4
Remi Marcoux Groupe Transcontinental Chairman, President and
G.T.C. Lt e CEO
1, place Ville-Marie,
Bureau 3315
Montreal (Qu bec)
H3B 3N2
Lord Marsh of Laurentian Financial Executive Chairman of
Mannington Group plc. Laurentian the Board
House
Barnwood, Gloucester
GL4 7R7
England
(Lord Marsh is a
British citizen)
Michael A. Meighen, Merrill Lynch Canada Attorney, Meighen
O.C. Centre, Demers
Sun Life Tower
200 King Street West,
11th Floor
Toronto, Ontario
M5H 3T4
Guy Rivard The Laurentian Group Principal
Corporation Vice-President
1100, boul.
Rene-Levesque Ouest
25e etage
Montreal (Qu bec)
H3B 4N4
Charles Sirois T l syt me National Chairman and CEO
Lt e
1000, rue de la
Gauchetl re Ouest
24e etage
Montr al (Qu bec)
Dicher Wedelstadt Colonia Konzern AG Chairman of the
Colonia Allee 10-20 Supervisory Board
Postfach 805050
5000 K ln 80, GERMANY
(Mr. Wedelstadt is a
German citizen)
<PAGE> 11
EXHIBIT A
Page of ___
___
Patrick Werner compagnie Financi re du General Manager,
Groupe Financi re
Victoire
52, rue de la Victoire
75009 Paris, France
(Mr. Werner is a French
citizen)
II. OFFICERS
Andr J. Bourque The Laurentian Group Vice-President,
Corporation Administration and
1100, boul. Corporate
Ren -Levesque ouest, Secretary
25e etage
Montreal (Qu bec)
H3B 4NY
Jacques Drouin The Laurentian Group Chairman and CEO
Corporation
1100, boul.
Ren -Levesque ouest,
25e etage
Montreal (Qu bec)
H3B 4NY
Claude E. Forget The Laurentian Group Vice President,
Corporation Corporate
1100, boul. Affairs
Ren -Levesque ouest,
25e etage
Montreal (Qu bec)
H3B 4NY
Richard Gorest The Laurentian Group Vice President and
Corporation Controller
1100, boul.
Ren -Levesque ouest,
25e etage
Montreal (Qu bec)
H3B 4NY
Pierre Matuszewski The Laurentian Group Vice President and
Corporation Treasurer
1100, boul.
Ren -Levesque ouest,
25e etage
Montreal (Qu bec)
H3B 4NY
Pierre Melangon The Laurentian Group Vice President,
Corporation Marketing
1100, boul.
Ren -Levesque ouest,
25e etage
Montreal (Qu bec)
H3B 4NY
<PAGE> 12
EXHIBIT A
Page of ___
___
Guy Rivard The Laurentian Group Senior Vice President,
Corporation Finance
1100, boul.
Ren -Levesque ouest,
25e etage
Montreal (Qu bec)
H3B 4NY
Louis Roy The Laurentian Group Principal
Corporation Vice-President
1100, boul.
Ren -Levesque ouest,
25e etage
Montreal (Qu bec)
H3B 4NY
Bernard Schilz The Laurentian Group Vice President,
Corporation Taxation
1100, boul.
Ren -Levesque ouest,
25e etage
Montreal (Qu bec)
H3B 4NY
</TABLE>
<PAGE> 1
EXHIBIT B Page 1 of 1
LA SOCIETE FINANCIERE DESJARDINS LAURENTIENNE INC.'S
OFFER TO PURCHASE ALL SHARES OF
LA CORPORATION DU GROUPE LA LAURENTIENNE
IS A MAJOR SUCCESS
MONTREAL, THURSDAY, DECEMBER 23, 1993 - La societe financiere
Desjardins Laurentienne inc. (SFDL), a subsidiary of La societe
financiere des caisses Desjardins inc., announced today that
20,750,435 Class A shares (multiple voting rights ) and
approximately 33,627,471 Class B shares carrying La Corporation du
Groupe La Laurentienne (CGLL) voting right, have been deposited
as part of the SFDL's public exchange offer, or 100% of the Class
A shares (multiple voting rights) and 98.7% of the Class B shares
carrying CGLL voting right. The offer expired December 22, 1993
at 11:59 p.m. Montreal time.
The SFDL will take delivery of all the shares deposited following
the offer and will pay the purchase price of them on January 1,
1994. In addition, the SFDL will exercise its right under terms
of Article 51 of the Quebec Companies Act to buy Class B shares
carrying CGLL voting right from shareholders who did not deposit
their shares as part of the offer.
Following the close of the offer, the SFDL plans to review its
corporate structure and operations, with a view in particular to
pooling the assets of CGLL and those of La societe financiere des
caisses Desjardins inc. that will be transferred to it immediately
before the close of the offer.
Following the grouping, the SFDL will be a diversified financial
institution in a leadership position in the Canadian financial
community, with operations in the life insurance sector
(Assurance-vie Desjardins, L'imperiale, La Laurentienne Vie); in
property insurance (Assurances generales Desjardins); in banks
(Laurentian Bank of Canada); in financial and trust services
(Desjardins Trustco); and in securities (Valeurs mobilieres
Desjardins).
SFDL's pro forma consolidated assets at June 30, 1993, were more
than $21 billion, with revenues of more than $2 billion and net
income of more than $17 million.
The SFDL's Class A subordinate shares and Class A preferred shares
will be listed on the Montreal and Toronto stock exchanges.
Source: Carole Foster
Director, Communications
Tel.: (514) 286-3282
<PAGE>
<PAGE> 1
Exhibit C Page 1 of 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the corporations
executing this instrument hereby constitutes and appoints
Laurentian Capital Corporation ("Laurentian Capital") as its true
and lawful attorney-in-fact and agent for it and in its name,
place and stead and on its behalf, to prepare and execute
Schedules 13D or 13G or any other filing or any amendments thereto
under the United States Securities and Exchange Act of 1934, in
such form as may be required by the Securities and Exchange
Commission, reporting the beneficial ownership of equity
securities of any corporation of which 5% or more is held by
Laurentian Capital or any affiliate of Laurentian Capital, and to
file the same with all required exhibits thereto and other
documents in connection therewith the Securities and Exchange
Commission, and hereby grants to said attorney-in-fact full power
and authority to do, take, and perform all and every act and thing
contemplated hereunder, hereby ratifying and confirming all that
said attorney-in-fact and agent may lawfully do or cause to be
done by virtue hereof; and each of the undersigned agrees that
each statement so filed pursuant to this instrument is filed on
its behalf. The rights, powers, and authority shall remain in
full force and effect until terminated in writing, by an
authorized representative of said corporation.
THE LAURENTIAN MUTUAL MANAGEMENT
CORPORATION
Date: Aug 27/91 By:
Title: Vice-President, Legal Affairs
THE LAURENTIAN LIFE AND HEALTH CORPORATION
Date: Aug 27/91 By:
Title: Vice-President, Legal Affairs
THE LAURENTIAN GROUP CORPORATION
Date: Aug 19/91 By:
Title: Vice-President, Legal Affairs &
Secretary
LAURENTIAN FINANCIAL INC.
Date: Aug 27/91 By:
Title: Vice-President, Legal Affairs -
Corporate
THE IMPERIAL LIFE ASSURANCE COMPANY OF
CANADA
Date: Aug 20/91 By: /s/ E. Harold Wykes
Title: Vice-President and Secretary
<PAGE>
