JANNOCK LTD
SC 13G/A, 2000-02-11
STRUCTURAL CLAY PRODUCTS
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CUSIP No. 470888801                13G                     Page 1 of 5 Pages
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 13G/A


                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*



                                 JANNOCK LIMITED
- -------------------------------------------------------------------------------
                                (Name of Issuer)

                           COMMON STOCK (NO PAR VALUE)
- -------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    470888801
- -------------------------------------------------------------------------------
                                 (CUSIP Number)

                                December 31, 1999
- -------------------------------------------------------------------------------
             (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. 470888801                13G                     Page 2 of 5 Pages
- ----------------------                                  ----------------------

   1     NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         Guardian Capital Inc.
   2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                 (a) [ ]

                                                 (b) [ ]
   3     SEC USE ONLY

   4     CITIZENSHIP OR PLACE OF ORGANIZATION

         Canada
                              5    SOLE VOTING POWER
                                   3,127,400
         NUMBER OF
          SHARES              6    SHARED VOTING POWER
       BENEFICIALLY                (see Item 4(a))
         OWNED BY                  - 0 -
           EACH
         REPORTING            7    SOLE DISPOSITIVE POWER
          PERSON                   3,127,400
           WITH
                              8    SHARED DISPOSITIVE POWER
                                   (see Item 4(a))
                                   - 0 -

   9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         3,127,400

  10     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *


  11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
         9.05%

  12     TYPE OF REPORTING PERSON*
         IA

                      *SEE INSTRUCTION BEFORE FILLING OUT!


<PAGE>


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CUSIP No. 470888801                13G                     Page 3 of 5 Pages
- ----------------------                                  ----------------------

Item 1.
     (a)       Name of Issuer:
               Jannock Limited

     (b)       Address of Issuer's Principal Executive Offices:
               Suite 5205
               45 King Street West
               Toronto, Ontario
               Canada M5H 3Y2

Item 2.
     (a)       Name of Persons Filing:
               Guardian Capital Inc.

     (b)       Address of Principal Business Office:
               Commerce Court West
               Suite 3100
               P.O. Box 201
               Toronto, Ontario
               Canada M5L 138

     (c)       Citizenship:
               Canada

     (d)       Title of Class of Securities:
               Common Stock

     (e)       CUSIP Number:
               470888801

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 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)

     (d)  [ ] Investment Company registered under Section 8 of the Investment
              Company Act (15 (U.S.C. 80a-8)

     (e)  [X] Person registered as an investment adviser under Section 203 of
              the Investment Advisers Act of 1940 (15 U.S.C. 80b-3) or under
              the laws of any state.

     (f)  [ ] Employee Benefit Plan or Endowment Fund in accordance with
              ss.240.13d-1(b)(1)(ii)(F)

     (g)  [ ] Parent Holding Company or Control Person in accordance with
              ss.240.13d-1(b)(ii)(G)

     (h)  [ ] Savings Association as defined in Section 3(b) of the Federal
              Deposit Insurance Act (12 U.S.C. 1813)


<PAGE>


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CUSIP No. 470888801                13G                     Page 4 of 5 Pages
- ----------------------                                  ----------------------


     (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 ss.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 direct the disposition of:
                       See response to Item 8 on page 2.


Item 5.        Ownership of Five Percent or Less of a Class

               If this statement is being filed to report the fact that as of
               the date hereof the reporting person has ceased to be the
               beneficial owner of more than five percent of the class of
               securities, check the following: [  ]


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>


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CUSIP No. 470888801                13G                     Page 5 of 5 Pages
- ----------------------                                  ----------------------


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 11, 2000


                           By: /s/ Mark A. F. Golding
                               ----------------------------------
                               Mark A.F. Golding
                               Chairman & Chief Executive Officer




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