SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Jannock Limited
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
470888
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(CUSIP Number)
December 31, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[X] Rule 13d-1(b)
[ ] 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>
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CUSIP No. 470888 13G Page 2 of 6 Pages
- ----------------------- -------------------------
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Guardian Capital Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See instructions)
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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5. SOLE VOTING POWER
NUMBER OF
3,002,889
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SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY
0
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EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON
3,002,889
------------------------------------------------
WITH 8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,002,889
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES (See Instructions)
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.71%
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12. TYPE OF REPORTING PERSON (See Instructions)
IA
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<PAGE>
Item 1.
(a) Name of Issuer:
Jannock Limited
(b) Address of Issuer's Principal Executive Offices:
Suite 5205 Scotia Plaza
40 King Street West
Toronto, Ontario
M5H 3Y2
Item 2.
(a) Name of Person Filing:
Guardian Capital Inc.
(b) Address or Principal Office or, if none, Residence:
Commerce Court West
Suite 3100
P.O. Box 201
Toronto, Ontario M5L138
(c) Citizenship:
Canada
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
470888
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(n):
(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);
Page 3 of 6 Pages
<PAGE>
(d) [ ] Investment company registered under section 8
of the Investment Company Act of 1940
(15 U.S.C. 80a-8);
(e) [X] Investment adviser in accordance with
section 240. 13d-1(b)(1)(ii)(E);
(f) [ ] Employee benefit plan or endowment fund in
accordance with section 240.13d-1(b)(1)(ii)(F);
(g) [ ] Parent holding company or control person in
accordance with section 240.13d-1(b)(1)(ii)(G);
(h) [ ] Savings association as defined in section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C.
1813);
(i) [ ] 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).
Item 4. Ownership.
(a) Amount beneficially owned:
See response to Item 9 on page 2.
(b) Percent of class:
See response to Item 11 on page 2.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
See response to Item 5 on page 2.
(ii) shared power to vote or to direct the vote:
See response to Item 6 on page 2.
(iii) sole power to dispose or to direct the disposition of:
See response to Item 7 on page 2.
(iv) shared power to dispose or to direct the disposition of:
See response to Item 8 on page 2.
Page 4 of 6 Pages
<PAGE>
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Page 5 of 6 Pages
<PAGE>
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 or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having that purpose or effect.
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.
Dated: February 16, 1999
By /s/ Mark A.F. Golding
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Name: Mark A.F. Golding
Title: Chairman & Chief Executive Officer
Page 6 of 6 Pages
