<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. --)*
INTIMATE BRANDS, INC.
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
461156101
(CUSIP Number)
FEBRUARY 3, 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:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
Check the following box if a fee is being paid with this statement [ ].
*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> 2
Page 2 of 16
<TABLE>
<CAPTION>
CUSIP NO. 461156101 13G
<S> <C>
1. Names of Reporting Person(s).
I.R.S. Identification No(s). of above person(s) (entities only)
Pooled Equity Fund
Reporting Person, a non-U.S. entity, has no I.R.S. Identification Number.
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Manitoba, Canada
Number of Shares 5. Sole Voting Power 0
Beneficially Owned 6. Shared Voting Power 0
by Each Reporting 7. Sole Dispositive Power 0
Person With 8. Shared Dispositive Power 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ]
11. Percent of Class Represented by Amount in Row (9):
0.0%
12. Type of Reporting Person (See Instructions)
00 (Open-end mutual fund trust governed by the laws of the Province of Manitoba, Canada)
</TABLE>
2A
<PAGE> 3
Page 3 of 16
<TABLE>
<CAPTION>
CUSIP NO. 461156101 13G
<S> <C>
1. Names of Reporting Person(s).
I.R.S. Identification No(s). of above person(s) (entities only)
Investors Mutual of Canada
Reporting Person, a non-U.S. entity, has no I.R.S. Identification Number.
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Manitoba, Canada
Number of Shares 5. Sole Voting Power 0
Beneficially Owned 6. Shared Voting Power 242,600
by Each Reporting 7. Sole Dispositive Power 0
Person With 8. Shared Dispositive Power 242,600
9. Aggregate Amount Beneficially Owned by Each Reporting Person
242,600
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ]
11. Percent of Class Represented by Amount in Row (9):
0.6%
12. Type of Reporting Person (See Instructions)
00 (Open-end mutual fund trust governed by the laws of the Province of Manitoba, Canada)
</TABLE>
2B
<PAGE> 4
Page 4 of 16
<TABLE>
<CAPTION>
CUSIP NO. 461156101 13G
<S> <C>
1. Names of Reporting Person(s).
I.R.S. Identification No(s). of above person(s) (entities only)
Investors Retirement Mutual Fund
Reporting Person, a non-U.S. entity, has no I.R.S. Identification Number.
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Manitoba, Canada
Number of Shares 5. Sole Voting Power 0
Beneficially Owned 6. Shared Voting Power 630,500
by Each Reporting 7. Sole Dispositive Power 0
Person With 8. Shared Dispositive Power 630,500
9. Aggregate Amount Beneficially Owned by Each Reporting Person
630,500
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ]
11. Percent of Class Represented by Amount in Row (9):
1.6%
12. Type of Reporting Person (See Instructions)
00 (Open-end mutual fund trust governed by the laws of the Province of Manitoba, Canada)
</TABLE>
2C
<PAGE> 5
Page 5 of 16
<TABLE>
<CAPTION>
CUSIP NO. 461156101 13G
<S> <C>
1. Names of Reporting Person(s).
I.R.S. Identification No(s). of above person(s) (entities only)
Investors Canadian Small Cap Fund
Reporting Person, a non-U.S. entity, has no I.R.S. Identification Number.
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Manitoba, Canada
Number of Shares 5. Sole Voting Power 0
Beneficially Owned 6. Shared Voting Power 71,800
by Each Reporting 7. Sole Dispositive Power 0
Person With 8. Shared Dispositive Power 71,800
9. Aggregate Amount Beneficially Owned by Each Reporting Person
71,800
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ]
11. Percent of Class Represented by Amount in Row (9):
0.2%
12. Type of Reporting Person (See Instructions)
00 (Open-end mutual fund trust governed by the laws of the Province of Manitoba, Canada)
</TABLE>
2D
<PAGE> 6
Page 6 of 16
<TABLE>
<CAPTION>
CUSIP NO. 461156101 13G
<S> <C>
1. Names of Reporting Person(s).
I.R.S. Identification No(s). of above person(s) (entities only)
Investors North American Growth Fund
Reporting Person, a non-U.S. entity, has no I.R.S. Identification Number.
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Manitoba, Canada
Number of Shares 5. Sole Voting Power 0
Beneficially Owned 6. Shared Voting Power 667,300
by Each Reporting 7. Sole Dispositive Power 0
Person With 8. Shared Dispositive Power 667,300
9. Aggregate Amount Beneficially Owned by Each Reporting Person
667,300
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ]
11. Percent of Class Represented by Amount in Row (9):
1.7%
12. Type of Reporting Person (See Instructions)
00 (Open-end mutual fund trust governed by the laws of the Province of Manitoba, Canada)
</TABLE>
2E
<PAGE> 7
Page 7 of 16
<TABLE>
<CAPTION>
CUSIP NO. 461156101 13G
<S> <C>
1. Names of Reporting Person(s).
I.R.S. Identification No(s). of above person(s) (entities only)
Investors Special Fund
Reporting Person, a non-U.S. entity, has no I.R.S. Identification Number.
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Manitoba, Canada
Number of Shares 5. Sole Voting Power 0
Beneficially Owned 6. Shared Voting Power 262,800
by Each Reporting 7. Sole Dispositive Power 0
Person With 8. Shared Dispositive Power 262,800
9. Aggregate Amount Beneficially Owned by Each Reporting Person
262,800
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ]
11. Percent of Class Represented by Amount in Row (9):
0.7%
12. Type of Reporting Person (See Instructions)
00 (Open-end mutual fund trust governed by the laws of the Province of Manitoba, Canada)
</TABLE>
2F
<PAGE> 8
Page 8 of 16
<TABLE>
<CAPTION>
CUSIP NO. 461156101 13G
<S> <C>
1. Names of Reporting Person(s).
I.R.S. Identification No(s). of above person(s) (entities only)
I.G. Investment Management, Ltd.
Reporting Person, a non-U.S. entity, has no I.R.S. Identification Number.
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Canada
Number of Shares 5. Sole Voting Power 0
Beneficially Owned 6. Shared Voting Power 1,875,000
by Each Reporting 7. Sole Dispositive Power 0
Person With 8. Shared Dispositive Power 1,875,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,875,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ]
11. Percent of Class Represented by Amount in Row (9):
4.9%
12. Type of Reporting Person (See Instructions)
CO (Corporation governed by the Canada Business Corporations Act), IA (Canadian)
</TABLE>
2G
<PAGE> 9
Page 9 of 16
<TABLE>
<CAPTION>
CUSIP NO. 461156101 13G
<S> <C>
1. Names of Reporting Person(s).
I.R.S. Identification No(s). of above person(s) (entities only)
Investors Group Trust Co. Ltd.
Reporting Person, a non-U.S. entity, has no I.R.S. Identification Number.
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Manitoba, Canada
Number of Shares 5. Sole Voting Power 0
Beneficially Owned 6. Shared Voting Power 1,875,000
by Each Reporting 7. Sole Dispositive Power 0
Person With 8. Shared Dispositive Power 1,875,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,875,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ]
11. Percent of Class Represented by Amount in Row (9):
4.9%
12. Type of Reporting Person (See Instructions)
CO (Corporation governed by the Manitoba Corporations Act)
</TABLE>
2H
<PAGE> 10
Page 10 of 16
<TABLE>
<CAPTION>
CUSIP NO. 461156101 13G
<S> <C>
1. Name of Reporting Person(s).
I.R.S. Identification No(s). of above person(s) (entities only)
Investors Group Inc.
Reporting Person, a non-U.S. entity, has no I.R.S. Identification Number.
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Canada
Number of Shares 5. Sole Voting Power 0
Beneficially Owned 6. Shared Voting Power 1,875,000
by Each Reporting 7. Sole Dispositive Power 0
Person With 8. Shared Dispositive Power 1,875,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,875,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ]
11. Percent of Class Represented by Amount in Row (9):
4.9%
12. Type of Reporting Person (See Instructions)
CO (Corporation governed by the Canada Business Corporations Act), HC
</TABLE>
2I
<PAGE> 11
Page 11 of 16
<TABLE>
<CAPTION>
CUSIP NO. 461156101 13G
<S> <C>
1. Name of Reporting Person(s).
I.R.S. Identification No(s). of above person(s) (entities only)
Investors Group Trustco Inc.
Reporting Person, a non-U.S. entity, has no I.R.S. Identification Number.
2. Check the Appropriate Box if a member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Canada
Number of Shares 5. Sole Voting Power 0
Beneficially Owned 6. Shared Voting Power 1,875,000
by Each Reporting 7. Sole Dispositive Power 0
Person With 8. Shared Dispositive Power 1,875,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,875,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ]
11. Percent of Class Represented by Amount in Row (9):
4.9%
12. Type of Reporting Person (See Instructions)
CO (Corporation governed by the Canada Business Corporations Act), HC
</TABLE>
2J
<PAGE> 12
Page 12 of 16
ITEM 1(a) NAME OF ISSUER:
Intimate Brands, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Three Limited Parkway
Columbus, Ohio
43230
ITEM 2(a) NAME OF PERSON FILING:
This joint statement is filed by and on behalf of the following Reporting
Persons signing this Schedule 13G and are hereafter referred to as the
"Reporting Persons": Investors Group Inc. ("IGI"), Investors Group Trustco Inc.
("Trustco"), Investors Group Trust Co. Ltd. (the "Trustee"), I.G. Investment
Management, Ltd. (the "Management Company"), and Pooled Equity Fund, Investors
Mutual of Canada, Investors Retirement Mutual Fund, Investors Canadian Small
Cap Fund, Investors North American Growth Fund and Investors Special Fund (the
"Funds").
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
All of the Reporting Persons have their principal places of business at:
One Canada Centre
447 Portage Avenue
Winnipeg, Manitoba
R3C 3B6
ITEM 2(c) CITIZENSHIP:
IGI is a corporation formed under the Canada Business Corporations Act. It
is a diversified-financial services holding company.
Trustco is a corporation formed under the Canada Business Corporations
Act. It is a holding company.
The Management Company is a corporation formed under the Canada Business
Corporations Act. It provides management services to the Fund.
The Trustee is a corporation formed under the Manitoba Corporations Act.
It is the trustee for the Unitholders of the Fund and serves as the trustee for
other open-end mutual fund trusts organized and affiliated with IGI.
The Funds are open-end mutual fund trusts of which the Unitholders are
beneficiaries established in accordance with a Declaration of Trust under the
laws of Manitoba, Canada.
IGI owns 100% of the issued and outstanding Class A Common Shares of
Trustco. Trustco owns 100% of the issued and outstanding Class A Common Shares
of the Management Company. Trustco also owns, directly or indirectly, 100% of
the issued and outstanding Common Shares of the Trustee. Trustco, the
Management Company, the Trustee, and the Funds are ultimately controlled by IGI
through its ownership of 100% of the issued and outstanding Class A Common
Shares of Trustco.
Power Financial Corporation owns 67.4% of the common stock of Investors
Group Inc. Power Corporation of Canada, of which Mr. Paul Desmarais controls
67.7% of the voting power, owns 67.5% of the common stock of Power Financial
Corporation.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
The class of equity securities to which this statement on Schedule 13G
relates is the Class A Common Stock, ($.01 par value) (the "Common Stock" or
the "Securities"), of Intimate Brands, Inc., a Delaware corporation (the
"Issuer").
<PAGE> 13
Page 13 of 16
ITEM 2(e) CUSIP NUMBER:
461156101
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:
(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 of 1940 (15 U.S.C 80a-8).
(e) [ ] An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A 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 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [ x ]
ITEM 4 OWNERSHIP.
Incorporated by reference to Items (5)-(9) and (11) of the cover page
pertaining to each Reporting Person.
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:
[X]
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> 14
Page 14 of 16
ITEM 10 CERTIFICATION.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above 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.
April 22, 1999 INVESTORS GROUP INC.
By: /s/ Edwin R. Buss
-----------------
Edwin R. Buss, as
Attorney-in-Fact for
Hugh Sanford Riley,
President and Chief
Executive Officer of
Investors Group Inc.
April 22, 1999 INVESTORS GROUP TRUSTCO INC.
By: /s/ Edwin R. Buss
-----------------
Edwin R. Buss, as
Attorney-in-Fact for
Richard Elliot Archer,
President of
Investors Group Trustco Inc.
April 22, 1999 INVESTORS GROUP TRUST CO. LTD.
By: /s/ Edwin R. Buss
-----------------
Edwin R. Buss, as
Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer
Investors Group Trust Co. Ltd.
<PAGE> 15
Page 15 of 16
April 22, 1999 I.G. INVESTMENT MANAGEMENT, LTD.
By: /s/ Edwin R. Buss
-----------------
Edwin R. Buss, as
Attorney-in-Fact for
Alexander Scott Penman,
President of
I.G. Investment Management, Ltd.
April 22, 1999 POOLED EQUITY FUND
By: /s/ Edwin R. Buss
-----------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Pooled Equity Fund
April 22, 1999 INVESTORS MUTUAL OF CANADA
By: /s/ Edwin R. Buss
-----------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors Mutual of Canada
April 22, 1999 INVESTORS RETIREMENT MUTUAL FUND
By: /s/ Edwin R. Buss
-----------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors Retirement Mutual Fund
<PAGE> 16
Page 16 of 16
April 22, 1999 INVESTORS CANADIAN SMALL CAP FUND
By: /s/ Edwin R. Buss
-----------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors Canadian Small Cap Fund
April 22, 1999 INVESTORS NORTH AMERICAN GROWTH FUND
By: /s/ Edwin R. Buss
-----------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors North American Growth Fund
April 22, 1999 INVESTORS SPECIAL FUND
By: /s/ Edwin R. Buss
-----------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors Special Fund
<PAGE> 17
Exhibit A
Joint Filing Agreement
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act
of 1934, as amended, the undersigned hereby agree to the joint filing with all
other Reporting Persons (as such term is defined in the Schedule 13G referred
to below) on behalf of each of them of a statement on Schedule 13G (including
amendments thereto) with respect to the Class A Common Stock, $.01 par value
of Intimate Brands Inc., and that this Agreement be included as an Exhibit to
such joint filing. This Agreement may be executed in any number of
counterparts all of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement
this 22nd day of April, 1999.
INVESTORS GROUP INC.
By: /s/ Edwin R. Buss
-----------------
Edwin R. Buss, as
Attorney-in-Fact for
Hugh Sanford Riley,
President and Chief
Executive Officer of
Investors Group Inc.
INVESTORS GROUP TRUSTCO INC.
By: /s/ Edwin R. Buss
-----------------
Edwin R. Buss, as
Attorney-in-Fact for
Richard Elliot Archer,
President of
Investors Group Trustco Inc.
INVESTORS GROUP TRUST CO. LTD.
By: /s/ Edwin R. Buss
-----------------
Edwin R. Buss, as
Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer
Investors Group Trust Co. Ltd.
<PAGE> 18
I.G. INVESTMENT MANAGEMENT, LTD.
By: /s/ Edwin R. Buss
-----------------
Edwin R. Buss, as
Attorney-in-Fact for
Alexander Scott Penman,
President of
I.G. Investment Management, Ltd.
POOLED EQUITY FUND
By: /s/ Edwin R. Buss
-----------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Pooled Equity Fund
INVESTORS MUTUAL OF CANADA
By: /s/ Edwin R. Buss
-----------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors Mutual of Canada
INVESTORS RETIREMENT MUTUAL FUND
By: /s/ Edwin R. Buss
-----------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors Retirement Mutual Fund
<PAGE> 19
INVESTORS CANADIAN SMALL CAP FUND
By: /s/ Edwin R. Buss
-----------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors Canadian Small Cap Fund
INVESTORS NORTH AMERICAN GROWTH FUND
By: /s/ Edwin R. Buss
-----------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors North American Growth Fund
INVESTORS SPECIAL FUND
By: /s/ Edwin R. Buss
-----------------
Edwin R. Buss,
as Attorney-in-Fact for
Wayne Stanley Walker,
President and Chief Executive Officer of
Investors Group Trust Co. Ltd.,
as Trustee for
Investors Special Fund
<PAGE> 20
Exhibit B
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, THAT I, Hugh Sanford Riley, President
and Chief Executive Officer of Investors Group Inc., have made, constituted and
appointed, and by these presents do make, constitute and appoint, Edwin R.
Buss, James Fossen or David M. R. Cheop, and any one of them acting separately,
my true and lawful attorneys for me and in my name, place and stead solely for
the purpose of executing, filing or delivering on behalf of Investors Group
Inc. any and all statements on Schedule 13G under the Securities Exchange Act
of 1934, and any amendments thereof and any filing agreement relating thereto,
giving and granting unto said attorneys full power and authority to do and
perform all and every such act as fully, to all intents and purposes, as I
might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that said attorneys or their
substitute shall lawfully do or cause to be done by virtue hereof. This
instrument may not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 23rd
day of December, 1998.
/s/ Hugh Sanford Riley
---------------------------------------------
Hugh Sanford Riley
BE IT KNOWN, that on this 23rd day of December, 1998, before me
Martin Gutnik, a Notary Public in and for the Province of Manitoba, duly
commissioned and sworn, personally came and appeared Hugh Sanford Riley, to me
known, and known to me to be the same person described in and who executed the
Power of Attorney, and acknowledged the within Power of Attorney to be his act
and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed
my seal of office, the day and year last above written.
/s/ Martin Gutnik
---------------------------------------------
Notary Public
<PAGE> 21
Exhibit C
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, THAT I, Richard Elliot Archer,
President of Investors Group Trustco Inc., have made, constituted and
appointed, and by these presents do make, constitute and appoint, Edwin R.
Buss, James Fossen or David M. R. Cheop, and any one of them acting separately,
my true and lawful attorneys for me and in my name, place and stead solely for
the purpose of executing, filing or delivering on behalf of Investors Group
Trustco Inc. any and all statements on Schedule 13G under the Securities
Exchange Act of 1934, and any amendments thereof and any filing agreement
relating thereto, giving and granting unto said attorneys full power and
authority to do and perform all and every such act as fully, to all intents and
purposes, as I might or could do if personally present, with full power of
substitution and revocation, hereby ratifying and confirming all that said
attorneys or their substitute shall lawfully do or cause to be done by virtue
hereof. This instrument may not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 23rd
day of December, 1998.
/s/ Richard Elliot Archer
---------------------------------------------
Richard Elliot Archer
BE IT KNOWN, that on this 23rd day of December, 1998, before me
Martin Gutnik, a Notary Public in and for the Province of Manitoba, duly
commissioned and sworn, personally came and appeared Richard Elliot Archer, to
me known, and known to me to be the same person described in and who executed
the Power of Attorney, and acknowledged the within Power of Attorney to be his
act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed
my seal of office, the day and year last above written.
/s/ Martin Gutnik
---------------------------------------------
Notary Public
<PAGE> 22
Exhibit D
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, THAT I, Wayne Stanley Walker,
President and Chief Executive Officer of Investors Group Trust Co. Ltd., have
made, constituted and appointed, and by these presents do make, constitute and
appoint, Edwin R. Buss, James Fossen or David M. R. Cheop, and any one of them
acting separately, my true and lawful attorneys for me and in my name, place
and stead solely for the purpose of executing, filing or delivering on behalf
of Investors Group Trust Co. Ltd. any and all statements on Schedule 13G under
the Securities Exchange Act of 1934, and any amendments thereof and any filing
agreement relating thereto, giving and granting unto said attorneys full power
and authority to do and perform all and every such act as fully, to all intents
and purposes, as I might or could do if personally present, with full power of
substitution and revocation, hereby ratifying and confirming all that said
attorneys or their substitute shall lawfully do or cause to be done by virtue
hereof. This instrument may not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 23rd
day of December, 1998.
/s/ Wayne Stanley Walker
---------------------------------------------
Wayne Stanley Walker
BE IT KNOWN, that on this 23rd day of December, 1998, before me
Martin Gutnik, a Notary Public in and for the Province of Manitoba, duly
commissioned and sworn, personally came and appeared Wayne Stanley Walker, to
me known, and known to me to be the same person described in and who executed
the Power of Attorney, and acknowledged the within Power of Attorney to be his
act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed
my seal of office, the day and year last above written.
/s/ Martin Gutnik
---------------------------------------------
Notary Public
<PAGE> 23
Exhibit E
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, THAT I, Alexander Scott Penman,
President of I.G. Investment Management, Ltd., have made, constituted and
appointed, and by these presents do make, constitute and appoint, Edwin R.
Buss, James Lawson or David M. R. Cheop, and any one of them acting separately,
my true and lawful attorneys for me and in my name, place and stead solely for
the purpose of executing, filing or delivering on behalf of I.G. Investment
Management, Ltd. any and all statements on Schedule 13G under the Securities
Exchange Act of 1934, and any amendments thereof and any filing agreement
relating thereto, giving and granting unto said attorneys full power and
authority to do and perform all and every such act as fully, to all intents and
purposes, as I might or could do if personally present, with full power of
substitution and revocation, hereby ratifying and confirming all that said
attorneys or their substitute shall lawfully do or cause to be done by virtue
hereof. This instrument may not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 19th
day of March, 1999.
/s/ Alexander Scott Penman
---------------------------------------------
Alexander Scott Penman
BE IT KNOWN, that on this 19th day of March, 1999, before me Douglas
E. Jones, a Notary Public in and for the Province of Manitoba, duly
commissioned and sworn, personally came and appeared Alexander Scott Penman, to
me known, and known to me to be the same person described in and who executed
the Power of Attorney, and acknowledged the within Power of Attorney to be his
act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed
my seal of office, the day and year last above written.
/s/ Douglas E. Jones
---------------------------------------------
Notary Public
<PAGE> 24
Exhibit F
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, THAT I, Wayne Stanley Walker,
President and Chief Executive Officer of Investors Group Trust Co. Ltd., as
Trustee for Pooled Equity Fund, have made, constituted and appointed, and by
these presents do make, constitute and appoint, Edwin R. Buss, James Fossen or
David M. R. Cheop, and any one of them acting separately, my true and lawful
attorneys for me and in my name, place and stead solely for the purpose of
executing, filing or delivering on behalf of Pooled Equity Fund any and all
statements on Schedule 13G under the Securities Exchange Act of 1934, and any
amendments thereof and any filing agreement relating thereto, giving and
granting unto said attorneys full power and authority to do and perform all and
every such act as fully, to all intents and purposes, as I might or could do if
personally present, with full power of substitution and revocation, hereby
ratifying and confirming all that said attorneys or their substitute shall
lawfully do or cause to be done by virtue hereof. This instrument may not be
changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 23rd
day of December, 1998.
/s/ Wayne Stanley Walker
---------------------------------------------
Wayne Stanley Walker
BE IT KNOWN, that on this 23rd day of December, 1998, before me
Martin Gutnik, a Notary Public in and for the Province of Manitoba, duly
commissioned and sworn, personally came and appeared Wayne Stanley Walker, to
me known, and known to me to be the same person described in and who executed
the Power of Attorney, and acknowledged the within Power of Attorney to be his
act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed
my seal of office, the day and year last above written.
/s/ Martin Gutnik
---------------------------------------------
Notary Public
<PAGE> 25
Exhibit G
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, THAT I, Wayne Stanley Walker,
President and Chief Executive Officer of Investors Group Trust Co. Ltd., as
Trustee for Investors Mutual of Canada, have made, constituted and appointed,
and by these presents do make, constitute and appoint, Edwin R. Buss, James
Fossen or David M. R. Cheop, and any one of them acting separately, my true and
lawful attorneys for me and in my name, place and stead solely for the purpose
of executing, filing or delivering on behalf of Investors Mutual of Canada any
and all statements on Schedule 13G under the Securities Exchange Act of 1934,
and any amendments thereof and any filing agreement relating thereto, giving
and granting unto said attorneys full power and authority to do and perform all
and every such act as fully, to all intents and purposes, as I might or could
do if personally present, with full power of substitution and revocation,
hereby ratifying and confirming all that said attorneys or their substitute
shall lawfully do or cause to be done by virtue hereof. This instrument may not
be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 23rd
day of December, 1998.
/s/ Wayne Stanley Walker
---------------------------------------------
Wayne Stanley Walker
BE IT KNOWN, that on this 23rd day of December, 1998, before me
Martin Gutnik, a Notary Public in and for the Province of Manitoba, duly
commissioned and sworn, personally came and appeared Wayne Stanley Walker, to
me known, and known to me to be the same person described in and who executed
the Power of Attorney, and acknowledged the within Power of Attorney to be his
act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed
my seal of office, the day and year last above written.
/s/ Martin Gutnik
---------------------------------------------
Notary Public
<PAGE> 26
Exhibit H
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, THAT I, Wayne Stanley Walker,
President and Chief Executive Officer of Investors Group Trust Co. Ltd., as
Trustee for Investors Retirement Mutual Fund, have made, constituted and
appointed, and by these presents do make, constitute and appoint, Edwin R.
Buss, James Fossen or David M. R. Cheop, and any one of them acting separately,
my true and lawful attorneys for me and in my name, place and stead solely for
the purpose of executing, filing or delivering on behalf of Investors
Retirement Mutual Fund any and all statements on Schedule 13G under the
Securities Exchange Act of 1934, and any amendments thereof and any filing
agreement relating thereto, giving and granting unto said attorneys full power
and authority to do and perform all and every such act as fully, to all intents
and purposes, as I might or could do if personally present, with full power of
substitution and revocation, hereby ratifying and confirming all that said
attorneys or their substitute shall lawfully do or cause to be done by virtue
hereof. This instrument may not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 23rd
day of December, 1998.
/s/ Wayne Stanley Walker
---------------------------------------------
Wayne Stanley Walker
BE IT KNOWN, that on this 23rd day of December, 1998, before me
Martin Gutnik, a Notary Public in and for the Province of Manitoba, duly
commissioned and sworn, personally came and appeared Wayne Stanley Walker, to
me known, and known to me to be the same person described in and who executed
the Power of Attorney, and acknowledged the within Power of Attorney to be his
act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed
my seal of office, the day and year last above written.
/s/ Martin Gutnik
---------------------------------------------
Notary Public
<PAGE> 27
Exhibit I
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, THAT I, Wayne Stanley Walker,
President and Chief Executive Officer of Investors Group Trust Co. Ltd., as
Trustee for Investors Canadian Small Cap Fund, have made, constituted and
appointed, and by these presents do make, constitute and appoint, Edwin R.
Buss, James Fossen or David M. R. Cheop, and any one of them acting separately,
my true and lawful attorneys for me and in my name, place and stead solely for
the purpose of executing, filing or delivering on behalf of Investors Canadian
Small Cap Fund any and all statements on Schedule 13G under the Securities
Exchange Act of 1934, and any amendments thereof and any filing agreement
relating thereto, giving and granting unto said attorneys full power and
authority to do and perform all and every such act as fully, to all intents and
purposes, as I might or could do if personally present, with full power of
substitution and revocation, hereby ratifying and confirming all that said
attorneys or their substitute shall lawfully do or cause to be done by virtue
hereof. This instrument may not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 23rd
day of December, 1998.
/s/ Wayne Stanley Walker
---------------------------------------------
Wayne Stanley Walker
BE IT KNOWN, that on this 23rd day of December, 1998, before me
Martin Gutnik, a Notary Public in and for the Province of Manitoba, duly
commissioned and sworn, personally came and appeared Wayne Stanley Walker, to
me known, and known to me to be the same person described in and who executed
the Power of Attorney, and acknowledged the within Power of Attorney to be his
act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed
my seal of office, the day and year last above written.
/s/ Martin Gutnik
---------------------------------------------
Notary Public
<PAGE> 28
Exhibit J
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, THAT I, Wayne Stanley Walker,
President and Chief Executive Officer of Investors Group Trust Co. Ltd., as
Trustee for Investors North American Growth Fund, have made, constituted and
appointed, and by these presents do make, constitute and appoint, Edwin R.
Buss, James Fossen or David M. R. Cheop, and any one of them acting separately,
my true and lawful attorneys for me and in my name, place and stead solely for
the purpose of executing, filing or delivering on behalf of Investors North
American Growth Fund any and all statements on Schedule 13G under the
Securities Exchange Act of 1934, and any amendments thereof and any filing
agreement relating thereto, giving and granting unto said attorneys full power
and authority to do and perform all and every such act as fully, to all intents
and purposes, as I might or could do if personally present, with full power of
substitution and revocation, hereby ratifying and confirming all that said
attorneys or their substitute shall lawfully do or cause to be done by virtue
hereof. This instrument may not be changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 23rd
day of December, 1998.
/s/ Wayne Stanley Walker
---------------------------------------------
Wayne Stanley Walker
BE IT KNOWN, that on this 23rd day of December, 1998, before me
Martin Gutnik, a Notary Public in and for the Province of Manitoba, duly
commissioned and sworn, personally came and appeared Wayne Stanley Walker, to
me known, and known to me to be the same person described in and who executed
the Power of Attorney, and acknowledged the within Power of Attorney to be his
act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed
my seal of office, the day and year last above written.
/s/ Martin Gutnik
---------------------------------------------
Notary Public
<PAGE> 29
Exhibit K
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, THAT I, Wayne Stanley Walker,
President and Chief Executive Officer of Investors Group Trust Co. Ltd., as
Trustee for Investors Special Fund, have made, constituted and appointed, and
by these presents do make, constitute and appoint, Edwin R. Buss, James Fossen
or David M. R. Cheop, and any one of them acting separately, my true and lawful
attorneys for me and in my name, place and stead solely for the purpose of
executing, filing or delivering on behalf of Investors Special Fund any and all
statements on Schedule 13G under the Securities Exchange Act of 1934, and any
amendments thereof and any filing agreement relating thereto, giving and
granting unto said attorneys full power and authority to do and perform all and
every such act as fully, to all intents and purposes, as I might or could do if
personally present, with full power of substitution and revocation, hereby
ratifying and confirming all that said attorneys or their substitute shall
lawfully do or cause to be done by virtue hereof. This instrument may not be
changed orally.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 23rd
day of December, 1998.
/s/ Wayne Stanley Walker
---------------------------------------------
Wayne Stanley Walker
BE IT KNOWN, that on this 23rd day of December, 1998, before me
Martin Gutnik, a Notary Public in and for the Province of Manitoba, duly
commissioned and sworn, personally came and appeared Wayne Stanley Walker, to
me known, and known to me to be the same person described in and who executed
the Power of Attorney, and acknowledged the within Power of Attorney to be his
act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed
my seal of office, the day and year last above written.
/s/ Martin Gutnik
---------------------------------------------
Notary Public
