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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
(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)
Mte. Lise Bernier
Director, Legal and Corporate Affairs
Societe financiere Desjardins-Laurentienne
1 Complexe Desjardins, 40th Floor
P.O. Box 10500, Desjardins Station
Montreal, (Quebec) H5B 121
Canada
Tel. (514) 281-7081
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
John A. Willett, Esq.
Arnold & Porter
399 Park Avenue
New York, New York 10022-4690
Tel. (212) 715-1000
November 13, 1995
(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: [ ]
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(1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
La Confederation des caisses populaires et d'economie
Desjardins du Quebec
(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 Box 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
Shares Bene- 0
ficially (8) Shared Voting Power
Owned by 0
Each Report- (9) Sole Dispositive Power
ing Person 0
With (10) Shared Dispositive Power
0
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person
0
(12) Check Box 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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(1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
La societe financiere des caisses Desjardins 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 Box 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
Shares Bene- 0
ficially (8) Shared Voting Power
Owned by 0
Each Report- (9) Sole Dispositive Power
ing Person 0
With (10) Shared Dispositive Power
0
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person
0
(12) Check Box 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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(1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Societe financiere Desjardins-Laurentienne 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 Box 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
Shares Bene- 0
ficially (8) Shared Voting Power
Owned by 0
Each Report- (9) Sole Dispositive Power
ing Person 0
With (10) Shared Dispositive Power
0
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person
0
(12) Check Box 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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(1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
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 Box 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
Shares Bene- 0
ficially (8) Shared Voting Power
Owned by 0
Each Report- (9) Sole Dispositive Power
ing Person 0
With (10) Shared Dispositive Power
0
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person
0
(12) Check Box 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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(1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Desjardins-Laurentian Life Group Inc.
(formerly, 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 Box 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
Shares Bene- 0
ficially (8) Shared Voting Power
Owned by 0
Each Report- (9) Sole Dispositive Power
ing Person 0
With (10) Shared Dispositive Power
0
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person
0
(12) Check Box 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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(1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
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 Box 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
Shares Bene- 0
ficially (8) Shared Voting Power
Owned by 0
Each Report- (9) Sole Dispositive Power
ing Person 0
With (10) Shared Dispositive Power
0
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person
0
(12) Check Box 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
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This Final and Terminating Amendment No. 2 amends
Item 5 of the Schedule 13D of the Reporting Persons (as
such term is defined therein) dated January 10, 1994, as
amended by Amendment No. 1 dated June 1, 1995 (the
"Schedule 13D"). Capitalized terms have the same
meanings as in the Schedule 13D.
Item 5. Interests in Securities of the Issuer
Items 5(a), (b), (c) and (e) are hereby amended
by the following information:
On November 13, 1995, the proposed merger
described in Item 4 of the Schedule 13D was consummated.
Pursuant to the Merger Agreement dated as of May 25,
1995 among American Annuity, L.Q. Acquisition Corp., a
wholly owned subsidiary of American Annuity and the
Company, all of the Shares beneficially owned by the
Reporting Persons were converted into the right to
receive $13.875 per Share in cash. Therefore, as of
such date, the Reporting Persons ceased to be the
beneficial owners of any Shares.
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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 statement
is true, complete and correct.
Dated: November 28, 1995
LA CONFEDERATION DES CAISSES
POPULAIRES ET D'ECONOMIE
DESJARDINS DU QUEBEC
By /s/
Pierre Brossard
General Secretary
LA SOCIETE FINANCIERE DES
CAISSES DESJARDINS INC.
By /s/
Humberto Santos
President and
Chief Executive Officer
SOCIETE FINANCIERE
DESJARDINS-LAURENTIENNE INC.
By /s/
Humberto Santos
President and
Chief Executive Officer
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Dated: November 28, 1995
THE LAURENTIAN GROUP CORPORATION
By /s/
Humberto Santos
President and
Chief Executive Officer
DESJARDINS-LAURENTIAN LIFE GROUP
INC.
By /s/
Michel Therien
President and
Chief Executive Officer
THE IMPERIAL LIFE ASSURANCE
COMPANY OF CANADA
By /s/
Michel Therien
Chief Executive Officer
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