UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934 (Initial Filing)
PEMBRIDGE INC.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
70634B102
(CUSIP Number)
Check the following box if a fee is being paid with this
statement. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more then 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).
*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 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).
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Knight, Bain, Seath & Holbrook Capital Management Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) x
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in the Province of Ontario, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
5. SOLE VOTING POWER
3,672,400 Common Shares
6. SHARED VOTING POWER
NIL
7. SOLE DISPOSITIVE POWER
3,672,400 Common Shares
8. SHARE DISPOSITIVE POWER
NIL
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,672,400 Common Shares
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
Not Applicable
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.64%
12. TYPE OF REPORTING PERSON*
IA
ITEM 1 (A) NAME OF ISSUER
PEMBRIDGE INC.
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE
OFFICES
1243 Islington Avenue
Suite 400
Toronto, Ontario
M8X 2Y3
ITEM 2(A) NAME OF PERSON FILING
Knight, Bain, Seath & Holbrook Capital Management Inc.
ITEM 2(B)ADDRESS OF PRINCIPAL BUSINESS OFFICE
l Toronto Street
Suite 708
Toronto, Ontario
M5C 2V6
ITEM 2(C) CITIZENSHIP
Canada
ITEM 2(D) TITLE OF CLASS OF SECURITIES
Common Shares
ITEM 2(E) CUSIP NUMBER
70634B102
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B)
OR 13D-2(B), CHECK WHETHER THE PERSON IS FILING IS A:
(a) Broker or Dealer
(b) Bank
(c) Insurance Company
(d) Investment Company
(e) X Investment Adviser
(f) Employee Benefit Plan, Pension Fund
or Endowment Fund
(g) Parent Holding Company
(h) Group
ITEM 4 OWNERSHIP
(A) AMOUNT BENEFICIALLY OWNED
3,672,400 Common Shares
(B) PERCENT OF CLASS
18.64%
(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
3,672,400 Common Shares through Investment Adviser,
Knight, Bain, Seath & Holbrook Capital Management Inc.
(II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
Not Applicable
(III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
3,672,400 Common Shares through Investment Adviser,
Knight, Bain, Seath & Holbrook Capital Management Inc.
(IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
Not Applicable
ITEM 5 OWNERSHIP OF 5% OR LESS OF A CLASS
Not Applicable
ITEM 6 OWNERSHIP OF MORE THAN 5% ON BEHALF OF ANOTHER PERSON
The purpose of this transaction reported on this Form Schedule 13G is
investment on behalf of our clients. 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 a 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 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
ITEM 10 CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as a
participant in any transaction having such purposes 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.
January 9, 1998
Date
(s)\Peter G. Pennal
Signature
PETER GEORGE PENNAL,
Vice-President/Secretary-Treasurer
Name/Title
