-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RGLw4z4qujUcFmqTVj5eYOH7gjVVnLBC+vcQvftC7UrFadMHlMrQ2mm/X283d2Cp wsHtl/twVT87u9vWFe1j7g== 0000950133-99-002588.txt : 19990806 0000950133-99-002588.hdr.sgml : 19990806 ACCESSION NUMBER: 0000950133-99-002588 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990805 GROUP MEMBERS: I.G. INVESTMENT MANAGEMENT, LTD. GROUP MEMBERS: INVESTORS GLOBAL FUND GROUP MEMBERS: INVESTORS GROUP INC GROUP MEMBERS: INVESTORS GROUP TRUST CO. LTD. GROUP MEMBERS: INVESTORS GROUP TRUSTCO INC. GROUP MEMBERS: INVESTORS U.S. GROWTH FUND SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOPPS CO INC CENTRAL INDEX KEY: 0000812076 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 112849283 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-38528 FILM NUMBER: 99678552 BUSINESS ADDRESS: STREET 1: ONE WHITEHALL STREET CITY: NEW YORK STATE: NY ZIP: 10004-2109 BUSINESS PHONE: 2123760300 MAIL ADDRESS: STREET 1: ONE WHITEHALL ST STREET 2: ONE WHITEHALL ST CITY: NEW YORK STATE: NY ZIP: 10004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INVESTORS GROUP INC CENTRAL INDEX KEY: 0001074226 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 STATE OF INCORPORATION: A2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE CANADA CENTRE 447 PORTAGE AVENUE STREET 2: WINNIPEG MANITOBA CITY: WINNIPEG BUSINESS PHONE: 2049568444 MAIL ADDRESS: STREET 1: ONE CANADA CENTRE STREET 2: 447 PORTAGE AVENUE CITY: WINNIPEG STATE: A2 SC 13D/A 1 AMENDMENT NO. 2 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* THE TOPPS COMPANY, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 890786106 (CUSIP Number) JAMES LAWSON MANAGER, INVESTMENT ADMINISTRATION I.G. Investment Management, Ltd. One Canada Centre 447 Portage Avenue Winnipeg, Manitoba Canada R3C 3B6 Telephone: (204) 956-8224 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JUNE 24, 1997 (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. The information required on 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). 2
CUSIP NO. 890786106 1. Names of Reporting Person(s). I.R.S. Identification No(s). of above person(s) (entities only). Investors U.S. 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. Source of Funds (See Instructions) 00 -- Funds from time to time committed to Investors Group Trust Co. Ltd. by Unitholders for investment in Units of the Fund. 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Manitoba, Canada Number of Shares 7. Sole Voting Power 0 Beneficially Owned 8. Shared Voting Power 1,779,200 by Each Reporting 9. Sole Dispositive Power 0 Person With 10. Shared Dispositive Power 1,779,200 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,779,200 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11): 3.8% 14. Type of Reporting Person (See Instructions) 00 (Open-end mutual fund trust governed by the laws of the Province of Manitoba, Canada)
2A 3
CUSIP NO. 890786106 1. Names of Reporting Person(s). I.R.S. Identification No(s). of above person(s) (entities only). Investors Global 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. Source of Funds (See Instructions) 00 -- Funds from time to time committed to Investors Group Trust Co. Ltd. by Unitholders for investment in Units of the Fund. 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Manitoba, Canada Number of Shares 7. Sole Voting Power 0 Beneficially Owned 8. Shared Voting Power 513,600 by Each Reporting 9. Sole Dispositive Power 0 Person With 10. Shared Dispositive Power 513,600 11. Aggregate Amount Beneficially Owned by Each Reporting Person 513,600 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11): 1.1% 14. Type of Reporting Person (See Instructions) 00 (Open-end mutual fund trust governed by the laws of the Province of Manitoba, Canada)
2B 4
CUSIP NO. 890786106 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. Source of Funds (See Instructions) 00 -- Funds from time to time committed to Investors Group Trust Co. Ltd. by Unitholders of Investors U.S. Growth Fund and Investors Global Fund for investment in Units of each of Investors U.S. Growth Fund and Investors Global Fund, respectively. 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Canada Number of Shares 7. Sole Voting Power 0 Beneficially Owned 8. Shared Voting Power 2,292,800 by Each Reporting 9. Sole Dispositive Power 0 Person With 10. Shared Dispositive Power 2,292,800 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,292,800 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11): 4.9% 14. Type of Reporting Person (See Instructions) CO (Corporation governed by the Canada Business Corporations Act), IA (Canadian)
2C 5
CUSIP NO. 890786106 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. Source of Funds (See Instructions) 00 -- Funds from time to time committed to Investors Group Trust Co. Ltd. by Unitholders of Investors U.S. Growth Fund and Investors Global Fund for investment in Units of each of Investors U.S. Growth Fund and Investors Global Fund, respectively. 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Manitoba, Canada Number of Shares 7. Sole Voting Power 0 Beneficially Owned 8. Shared Voting Power 2,292,800 by Each Reporting 9. Sole Dispositive Power 0 Person With 10. Shared Dispositive Power 2,292,800 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,292,800 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11): 4.9% 14. Type of Reporting Person (See Instructions) CO (Corporation governed by the Manitoba Corporations Act)
2D 6
CUSIP NO. 890786106 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. Source of Funds (See Instructions) 00 -- Funds from time to time committed to Investors Group Trust Co. Ltd. by Unitholders of Investors U.S. Growth Fund and Investors Global Fund for investment in Units of each of Investors U.S. Growth Fund and Investors Global Fund, respectively. 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Canada Number of Shares 7. Sole Voting Power 0 Beneficially Owned 8. Shared Voting Power 2,292,800 by Each Reporting 9. Sole Dispositive Power 0 Person With 10. Shared Dispositive Power 2,292,800 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,292,800 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11): 4.9% 14. Type of Reporting Person (See Instructions) CO (Corporation governed by the Canada Business Corporations Act), HC
2E 7
CUSIP NO. 890786106 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. Source of Funds (See Instructions) 00 -- Funds from time to time committed to Investors Group Trust Co. Ltd. by Unitholders of Investors U.S. Growth Fund and Investors Global Fund for investment in Units of each of Investors U.S. Growth Fund and Investors Global Fund, respectively. 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Canada Number of Shares 7. Sole Voting Power 0 Beneficially Owned 8. Shared Voting Power 2,292,800 by Each Reporting 9. Sole Dispositive Power 0 Person With 10. Shared Dispositive Power 2,292,800 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,292,800 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11): 4.9% 14. Type of Reporting Person (See Instructions) CO (Corporation governed by the Canada Business Corporations Act), HC
2F 8 This Amendment No. 2 supplements and amends the original joint filing statement dated June 8, 1995 as amended by Amendment No. 1 dated November 16, 1995 by and on behalf of the following Reporting Persons signing this Amendment No. 2 to Schedule 13D 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 Investors U.S. Growth Fund and Investors Global Fund (collectively, the "Funds"). ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this amended statement on Schedule 13D relates is the Common Stock (the "Common Stock" or the "Securities"), of The Topps Company, Inc., a Delaware corporation (the "Issuer"). ITEM 2. IDENTITY AND BACKGROUND. All of the Reporting Persons have their principal places of business at: One Canada Centre 447 Portage Avenue Winnipeg, Manitoba R3C 3B6 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 Funds. The Trustee is a corporation formed under the Manitoba Corporations Act. It is the trustee for the Unitholders of the Funds 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 all 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. Schedule 1 annexed hereto sets forth the name, principal occupation or employment and address of each of the executive officers and directors of IGI, Trustco, the Management Company, and the Trustee and is incorporated herein by reference. All such executive officers and directors are Canadian citizens except as indicated on Schedule 1, and, during the last five years, none has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has he or she been a party 9 to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which he or she was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal (U.S.A.) or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Reporting Persons used an aggregate of approximately $17,680,019.46 to purchase the Issuer's Common Stock reported as beneficially owned in Item 5 below. The Issuer's Common Stock was purchased with funds of Unitholders of each Fund from time to time committed to the Trustee for investment in Units of the Fund. ITEM 4. PURPOSE OF TRANSACTION. The purpose of the acquisition of the subject 2,292,800 shares of the Issuer's Common Stock was and is for investment only with no view to acquire or otherwise exercise control of or over the Issuer. The Funds may from time to time purchase additional shares of the Issuer's Common Stock and/or may from time to time sell any or all shares of Common Stock owned. None of the Reporting Persons has any commitment or other obligation to purchase or sell any shares of Common Stock of the Issuer, and the Management Company will do so on behalf of the Funds based upon the investment policies established by the Trustee for each Fund and the general and specific market conditions and the perceived prospects for the Issuer and the Issuer's Common Stock. In addition, the investment policy of each Fund limits its holdings in the stock of any issuer to 10% of the Fund's assets and to not more than 10% of any issuer's issued and outstanding common stock. Other than as described above, none of the Reporting Persons has any present plans or proposals which relate to or would result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of the Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The aggregate number and percentage of Securities to which this Schedule 13D relates 2,292,800 shares of Common Stock, representing 4.9% of the 46,400,010 shares of the Issuer's Common Stock outstanding, as reported as being outstanding in the Issuer's Form 10-K for the fiscal year ended March 1, 1997. The Reporting Persons beneficially own those Securities as follows:
Shares of % of Common Class of Name Stock Common Stock ---- ----- ------------ Investors Group Inc. 2,292,800 4.9% Investors Group Trustco Inc. 2,292,800 4.9% Investors Group Trust Co. Ltd. 2,292,800 4.9% I.G. Investment Management, Ltd. 2,292,800 4.9% Investors U.S. Growth Fund 1,779,200 3.8% Investors Global Fund 513,600 1.1%
(b) Under Sections 5.1 and 7.1 of the Declaration of Trust, the Trustee may be deemed to direct the disposition and voting of the shares of Issuer's Common Stock held by the Funds. However, IGI, Trustco, the Trustee and the Management Company may be deemed to beneficially own the subject 2,292,800 shares of the Issuer's Common Stock by virtue of the common officers and/or directors among IGI, Trustco, the Trustee and the Management Company, as indicated on Schedule I annexed hereto, and thus directly and indirectly share voting power and share dispositive power within the meaning of Rule 13d-3 under Section 13(d) of the Securities Exchange Act of 1934 with respect to the subject 2,292,800 shares of Issuer's Common Stock. 10 (c) The table below sets forth purchases of the Issuer's Common Stock by the Reporting Persons during the last sixty days. All of such purchases were effected by the Management Company on the New York Stock Exchange.
Approximate Price Per Share ($) Amount of Shares (exclusive of Date Of Common Stock commissions) May 5, 1997 -20,000 $4.01 May 6, 1997 -7,500 $4.00 May 12, 1997 -20,000 $3.81 May 14, 1997 -20,000 $3.61 May 15, 1997 -20,000 $3.59 May 16, 1997 -20,000 $3.61 May 19, 1997 -20,000 $3.67 May 20, 1997 -20,000 $3.66 May 21, 1997 -20,000 $3.67 May 23, 1997 -22,500 $3.64 May 27, 1997 -20,000 $3.64 May 28, 1997 -14,500 $3.65 May 29, 1997 -6,000 $3.63 May 30, 1997 -20,000 $3.63 June 2, 1997 -20,000 $3.67 June 3, 1997 -20,000 $3.75 June 4, 1997 -15,000 $3.75 June 5, 1997 -20,000 $3.69 June 6, 1997 -40,000 $3.75 June 9, 1997 -20,000 $3.75 June 10, 1997 -40,000 $3.81 June 11, 1997 -20,000 $3.88 June 12, 1997 -20,000 $3.88 June 13, 1997 -20,000 $3.88 June 16, 1997 -20,000 $3.88 June 17, 1997 -20,000 $3.88 June 18, 1997 -16,500 $3.93 June 24, 1997 -30,000 $3.74
(d) Each Fund has the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the Common Stock held by it. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Investors Group Trust Co. Ltd. is the Trustee of the Funds. The Funds themselves do not have any officers, although the Trust Declarations creating the Funds provide that officers can be appointed. The Trust Declarations for the Funds provide that the Trustee has the sole discretion to invest the assets of the Fund, vote portfolio securities, and borrow any money to the extent that the Trustee in its discretion deems necessary. The Trust Declarations further authorize the Trustee to retain a manager to carry out the investment function and expressly state that the Management Company is that manager unless and until replaced. Pursuant to an Investment Management and Service Agreement for each Fund, the 11 Management Company provides each Fund with day-to-day administrative services and with investment management services respecting transactions in securities of issuers in which the Fund may invest. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following Exhibits A, B, C, D, E, F and G are attached hereto: Exhibit A: Joint Filing Agreement Exhibit B: Power of Attorney to Edwin R. Buss, James Fossen or David M. R. Cheop, as Attorney-in-Fact for Hugh Sanford Riley, President and Chief Executive Officer of Investors Group Inc. Exhibit C: Power of Attorney to Edwin R. Buss, James Fossen or David M. R. Cheop, as Attorney-in-Fact for Richard Elliot Archer, President of Investors Group Trustco Inc. Exhibit D: Power of Attorney to Edwin R. Buss, James Lawson or David M. R. Cheop, as Attorney-in-Fact for Robert Gibson Darling, Vice-President of Investors Group Trust Co. Ltd. Exhibit E: Power of Attorney to Edwin R. Buss, James Lawson or David M. R. Cheop, as Attorney-in-Fact for Alexander Scott Penman, President of I.G. Investment Management, Ltd. Exhibit F: Power of Attorney to Edwin R. Buss, James Lawson or David M. R. Cheop, as Attorney-in-Fact for Robert Gibson Darling, Vice-President of Investors Group Trust Co. Ltd., as Trustee for Investors U.S. Growth Fund Exhibit G: Power of Attorney to Edwin R. Buss, James Lawson or David M. R. Cheop, as Attorney-in-Fact for Robert Gibson Darling, Vice-President of Investors Group Trust Co. Ltd., as Trustee for Investors Global Fund 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. June 30, 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. June 30, 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. 12 June 30, 1999 INVESTORS GROUP TRUST CO. LTD. By: /s/ Edwin R. Buss ------------------------------ Edwin R. Buss, as Attorney-in-Fact for Robert Gibson Darling, Vice-President of Investors Group Trust Co. Ltd. June 30, 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. June 30, 1999 INVESTORS U.S. GROWTH FUND By: /s/ Edwin R. Buss ------------------------------ Edwin R. Buss, as Attorney-in-Fact for Robert Gibson Darling, Vice-President of Investors Group Trust Co. Ltd., as Trustee for Investors U.S. Growth Fund June 30, 1999 INVESTORS GLOBAL FUND By: /s/ Edwin R. Buss ------------------------------ Edwin R. Buss, as Attorney-in-Fact for Robert Gibson Darling, Vice-President of Investors Group Trust Co. Ltd., as Trustee for Investors Global Fund 13 Schedule 1 The following sets forth certain information about directors and executive officers of Investors Group Inc., Investors Group Trustco Inc., Investors Group Trust Co. Ltd. and I.G. Investment Management, Ltd.
- ------------------------------------------------------------------------------------- Name and Residence or Present Principal Office and Employment Address and Occupation or Employment; Directorship(s) Citizenship, if not a Name, Principal Business, Held in Reporting Canadian Citizen and Address in Which Such Persons Employment is Conducted (if Different from Business Address of Employer) - ------------------------------------------------------------------------------------- James W. Burns, O.C. Deputy Chairman Director 751 Victoria Square Power Corporation of Investors Group Montreal, Quebec Canada Inc. H2Y 2J3 (business) - ------------------------------------------------------------------------------------- Andre Desmarais President & Co-Chief Director 751 Victoria Square Executive Officer Investors Group Montreal, Quebec Power Corporation of Inc. H2Y 2J3 (business) Canada - ------------------------------------------------------------------------------------- Paul Desmarais, Jr. Chairman & Co-Chief Director 751 Victoria Square Executive Officer Investors Group Montreal, Quebec Power Corporation of Inc. H2Y 2J3 (business) Canada - ------------------------------------------------------------------------------------- Paul G. Desmarais, P.C., C.C. Chairman of the Executive Director 751 Victoria Square Committee Investors Group Montreal, Quebec Power Corporation of Inc. H2Y 2J3 (business) Canada - ------------------------------------------------------------------------------------- J. David A. Jackson Chairman Director 22nd Floor, P.O. Box 25 Blake, Cassels & Graydon Investors Group Commerce Court West Inc. Toronto, Ontario M5L 1A9 (business) - ------------------------------------------------------------------------------------- Wanda M. Dorosz President, Chief Director 150 King Street West Executive Officer & Investors Group Suite 1505, SunLife Tower Managing Partner Inc. P.O. Box 5 Quorum Group of Companies Toronto, Ontario M5H 1J9 (business) - ------------------------------------------------------------------------------------- Robert G. Graham Company Director Director 77 Avenue Road Investors Group Toronto, Ontario Inc. M5R 3R8 (business) - ------------------------------------------------------------------------------------- Robert Gratton President & Chief Director 751 Victoria Square Executive Officer Investors Group Montreal, Quebec Power Financial Inc. H2Y 2J3 (business) Corporation - ------------------------------------------------------------------------------------- Rt. Hon. Donald F. Company Director Director Mazankowski, P.C. Investors Group P.O. Box 1350 Inc. 5238 - 45 B. Avenue Vegreville, Alberta T9C 1S5 (business) - ------------------------------------------------------------------------------------- John S. McCallum Professor of Finance Director Drake Centre, Room 462 Faculty of Management Investors Group Winnipeg, Manitoba University of Manitoba Inc. R3T 2N2 (business) - -------------------------------------------------------------------------------------
14 - --------------------------------------------------------------------------------------------------------- Roy W. Piper Self-employed farmer Director Box 160 Investors Group Elrose, Saskatchewan Inc. S0L 0Z0 (business) - --------------------------------------------------------------------------------------------------------- Susan Sherk Senior Consultant Director Bonaventure Place AGRA Earth & Investors Group 95 Bonaventure Avenue Environmental Inc. P.O. Box 2035, Station C St. John's, Newfoundland A1C 5R6 (business) - --------------------------------------------------------------------------------------------------------- Hon. P. Michael Pitfield, P.C., Q.C. Vice-Chairman Director 751 Victoria Square Power Corporation of Investors Group Montreal, Quebec Canada Inc. H2Y 2J3 (business) - --------------------------------------------------------------------------------------------------------- Michel Plessis-Belair, F.C.A. Vice-Chairman & Chief Director 751 Victoria Square . Financial Officer Investors Group Montreal, Quebec Power Corporation of Inc. H2Y 2J3 (business) Canada - --------------------------------------------------------------------------------------------------------- Gerard Veilleux, O.C., D.U. President Director 751 Victoria Square Power Communications Inc. Investors Group Montreal, Quebec Inc. H2Y 2J3 (business) - --------------------------------------------------------------------------------------------------------- Daniel Johnson Counsel to McCarthy Director 5th Floor - 1170 Peel Tetrault Investors Group Montreal, Quebec Inc. H3B 4S8 (business) - --------------------------------------------------------------------------------------------------------- Hugh Sanford Riley President & Chief President & Chief 447 Portage Avenue Executive Officer and Executive Officer Winnipeg, Manitoba Director and Director Canada Investors Group Inc. Investors Group R3C 3B6 (business) Inc. Director Director Investors Group Trust Co. Investors Group Ltd. Trust Co. Ltd. Director Director I.G. Investment I.G. Investment Management, Ltd. Management, Ltd. Director Director Investors Group Trustco Investors Group Inc. Trustco Inc. - --------------------------------------------------------------------------------------------------------- Michael A. Miller Executive Vice-President, Executive Vice-President, 447 Portage Avenue Products and Distribution Products and Distribution Winnipeg, Manitoba Investors Group Inc. Investors Group Inc. R3C 3B6 (business) - --------------------------------------------------------------------------------------------------------- Richard Elliot Archer Executive Vice-President, Executive Vice-President, 447 Portage Avenue Investments Investments Winnipeg, Manitoba Investors Group Inc. Investors Group Inc. Canada R3C 3B6 (business) Director Director Investors Group Trust Co. Ltd. Investors Group Trust Co. Ltd. Chairman of the Board and Chairman of the Director Board and Director I.G. Investment I.G. Investment Management, Ltd. Management, Ltd. Director and President Director and Investors Group Trustco President Inc. Investors Group Trustco Inc. - ---------------------------------------------------------------------------------------------------------
15 - --------------------------------------------------------------------------------------------------------- Dale Alwyn George Parkinson Executive Vice-President Executive Vice-President 447 Portage Avenue Investors Group Inc. Investors Group Inc. Winnipeg, Manitoba Canada Chairman of the Board and Chairman of the Board and R3C 3B6 (business) Director Director Investors Group Trust Co. Investors Group Ltd. Trust Co. Ltd. Director Director I.G. Investment I.G. Investment Management, Ltd. Management, Ltd. Director and Chairman Director and Investors Group Trustco Chairman Inc. Investors Group Trustco Inc. - --------------------------------------------------------------------------------------------------------- W. Gary Wilton Executive Vice-President, Executive Vice- 447 Portage Avenue Client and Information President, Client Winnipeg, Manitoba Services and Information R3C 3B6 (business) Investors Group Inc. Services Investors Group Inc. - --------------------------------------------------------------------------------------------------------- William Terrence Wright, Q.C. Senior Vice-President, Senior Vice- 447 Portage Avenue General Counsel & President, General Winnipeg, Manitoba Secretary Counsel & Secretary R3C 3B6 (business) Investors Group Inc. Investors Group Inc. President and Chief President and Chief Executive Officer Executive Officer Investors Group Trust Co. Investors Group Ltd. Trust Co. Ltd. Secretary Secretary I.G. Investment I.G. Investment Management, Ltd. Management, Ltd. Director, Senior Vice-President, Director, Senior General Counsel & Secretary Vice-President, Investors Group Trustco General Counsel & Inc. Secretary Investors Group Trustco Inc. - --------------------------------------------------------------------------------------------------------- Gregory D. Tretiak Senior Vice-President, Senior Vice- 447 Portage Avenue Finance President, Finance Winnipeg, Manitoba Investors Group Inc. Investors Group R3C 3B6 (business) Inc. Senior Vice-President, Senior Vice- Finance President, Finance Investors Group Trustco Investors Group Inc. Trustco Inc. - --------------------------------------------------------------------------------------------------------- Jean-Guy Gourdeau Senior Vice-President, Senior Vice- 447 Portage Avenue Strategic Initiatives President, Winnipeg, Manitoba Investors Group Inc. Strategic R3C 3B6 (business) Initiatives Investors Group Inc. - --------------------------------------------------------------------------------------------------------- Sandra A. Metraux Senior Vice-President, Senior Vice- 447 Portage Avenue Marketing President, Winnipeg, Manitoba Investors Group Inc. Marketing R3C 3B6 (business) Investors Group Inc. Citizen of the United Vice-President, Marketing States of America Investors Group Trustco Vice-President, Inc. Marketing Investors Group Trustco Inc. - --------------------------------------------------------------------------------------------------------- Kevin E. Regan Senior Vice-President, Senior Vice- 447 Portage Avenue Sales President, Sales Winnipeg, Manitoba Investors Group Inc. Investors Group R3C 3B6 (business) Inc. Vice-President, Sales Vice-President, Administration Sales Investors Group Trustco Administration Inc. Investors Group Trustco Inc. - --------------------------------------------------------------------------------------------------------- Glen A. Torgerson Senior Vice-President, Senior Vice- 447 Portage Avenue Sales President, Sales Winnipeg, Manitoba Investors Group Inc. Investors Group R3C 3B6 (business) Inc. Vice-President, Sales Vice-President, Investors Group Trustco Sales Inc. Investors Group Trustco Inc. - ---------------------------------------------------------------------------------------------------------
16 - --------------------------------------------------------------------------------------------------------- Scott A. Penman Senior Vice-President, Senior Vice- 447 Portage Avenue Equities President, Equities Winnipeg, Manitoba Investors Group Inc. Investors Group R3C 3B6 (business) Inc. President and Managing President and Partner and Director Managing Partner I.G. Investment and Director Management, Ltd. I.G. Investment Management, Ltd. - --------------------------------------------------------------------------------------------------------- Alan Brownridge Senior Vice-President, Senior Vice- 447 Portage Avenue Bonds President, Bonds Winnipeg, Manitoba Investors Group Inc. Investors Group R3C 3B6 (business) Inc. Managing Partner Managing Partner I.G. Investment I.G. Investment Management, Ltd. Management, Ltd. - --------------------------------------------------------------------------------------------------------- Robert G. Darling Senior Vice-President, Senior Vice- 447 Portage Avenue Securities President, Winnipeg, Manitoba Investors Group Inc. Securities R3C 3B6 (business) Investors Group Inc. Vice-President Investors Group Trust Co. Vice-President Ltd. Investors Group Trust Co. Ltd. Senior Vice-President, Securities and Director Senior Vice- I.G. Investment President, Management, Ltd. Securities and Director I.G. Investment Management, Ltd. - --------------------------------------------------------------------------------------------------------- Domenic Grestoni Senior Vice-President, Senior Vice- 447 Portage Avenue Corporate Investments President, Winnipeg, Manitoba Investors Group Inc. Corporate R3C 3B6 (business) Investments Investors Group Inc. Vice-President, Corporate Vice-President, Investments Corporate Investors Group Trustco Investments Inc. Investors Group Trustco Inc. Assistant Secretary Assistant Secretary Investors Group Trust Co. Investors Group Ltd. Trust Co. Ltd. Managing Partner Managing Partner I.G. Investment I.G. Investment Management, Ltd. Management, Ltd. - --------------------------------------------------------------------------------------------------------- Brian C. Weatherby Senior Vice-President, Senior Vice- 447 Portage Avenue Taxation President, Taxation Winnipeg, Manitoba Investors Group Inc. Investors Group R3C 3B6 (business) Inc. Vice-President, Taxation Investors Group Trustco Vice-President, Inc. Taxation Investors Group Trustco Inc. - --------------------------------------------------------------------------------------------------------- Murray Kilfoyle Senior Vice-President, Senior Vice- 447 Portage Avenue Client Services President, Client Winnipeg, Manitoba Investors Group Inc. Services R3C 3B6 (business) Investors Group Vice-President, Client Inc. Administration Investors Group Inc. Vice-President, Client Administration Investors Group Inc. - --------------------------------------------------------------------------------------------------------- Ronald D. Saull Senior Vice-President and Senior Vice- 447 Portage Avenue Chief Information Officer President and Chief Winnipeg, Manitoba Investors Group Inc. Information Officer R3C 3B6 (business) Investors Group Inc. - --------------------------------------------------------------------------------------------------------- Richard W. Irish Associate Secretary Associate Secretary 447 Portage Avenue Investors Group Inc. Investors Group Winnipeg, Manitoba Inc. R3C 3B6 (business) - ---------------------------------------------------------------------------------------------------------
17 - --------------------------------------------------------------------------------------------------------- William Warren, Q.C. Partner Director 1413 - 2nd Street S.W. Warren Tettensor Investors Group Calgary, Alberta Trust Co. Ltd. T2R 0W7 (business) - --------------------------------------------------------------------------------------------------------- Honourable Otto Lang, Chief Executive Officer Director P.C., Q.C. Centra Gas Investors Group 570 - 444 St. Mary Trust Co. Ltd. Avenue Winnipeg, Manitoba R3C 3T1 (business) - --------------------------------------------------------------------------------------------------------- Wayne Stanley Walker Retired Director 447 Portage Avenue Investors Group Winnipeg, Manitoba Trust Co. Ltd. Canada R3C 3B6 (business) - --------------------------------------------------------------------------------------------------------- D.A.A. Ammeter Vice President, Financial Vice President, 447 Portage Avenue Planning Financial Planning Winnipeg, Manitoba Investors Group Trustco Investors Group Canada Inc. Trustco Inc. R3C 3B6 (business) - --------------------------------------------------------------------------------------------------------- J. Wiltshire Vice President, Vice President, 447 Portage Avenue Marketing Investment Marketing Winnipeg, Manitoba Products Investment Canada Investors Group Trustco Products R3C 3B6 (business) Inc. Investors Group Trustco Inc. - --------------------------------------------------------------------------------------------------------- S. Fitzhenry Vice President, Product Vice President, 447 Portage Avenue Marketing Product Marketing Winnipeg, Manitoba Investors Group Trustco Investors Group Canada Inc. Trustco Inc. R3C 3B6 (business) - --------------------------------------------------------------------------------------------------------- L. Perreault Vice President, Vice President, 447 Portage Avenue Communications Communications Winnipeg, Manitoba Investors Group Trustco Investors Group Canada Inc. Trustco Inc. R3C 3B6 (business) - --------------------------------------------------------------------------------------------------------- Brian Victor Jones Vice President, Vice President, 447 Portage Avenue Client Services Client Services Winnipeg, Manitoba Investors Group Trustco Investors Group Canada Inc. Trustco Inc. R3C 3B6 (business) Vice-President Vice-President Investors Group Trust Co. Investors Group Ltd. Trust Co. Ltd. - --------------------------------------------------------------------------------------------------------- J.B. McKay Vice President, Human Vice President, 447 Portage Avenue Resources Human Resources Winnipeg, Manitoba Investors Group Trustco Investors Group Canada Inc. Trustco Inc. R3C 3B6 (business) - --------------------------------------------------------------------------------------------------------- A.J. Knowles Vice President, Vice President, 447 Portage Avenue Training and Development Training and Winnipeg, Manitoba Investors Group Trustco Development Canada Inc. Investors Group R3C 3B6 (business) Trustco Inc. - --------------------------------------------------------------------------------------------------------- J. Hunek Vice President, Vice President, 447 Portage Avenue Application Development Application Winnipeg, Manitoba Services Development Canada Investors Group Trustco Services R3C 3B6 (business) Inc. Investors Group Trustco Inc. - ---------------------------------------------------------------------------------------------------------
18 - --------------------------------------------------------------------------------------------------------- Rod DeVos Vice President, Vice President, 447 Portage Avenue Financial Services Financial Services Winnipeg, Manitoba Systems Systems Canada Investors Group Trustco Investors Group R3C 3B6 (business) Inc. Trustco Inc. - --------------------------------------------------------------------------------------------------------- David Cheop, Q.C. Vice President, Vice President, 447 Portage Avenue Corporate Compliance Corporate Winnipeg, Manitoba Investors Group Trustco Compliance Canada Inc. Investors Group R3C 3B6 (business) Trustco Inc. - --------------------------------------------------------------------------------------------------------- Craig Johnston Vice President, Vice President, 447 Portage Avenue Internal Audit Internal Audit Winnipeg, Manitoba Investors Group Trustco Investors Group Canada Inc. Trustco Inc. R3C 3B6 (business) - --------------------------------------------------------------------------------------------------------- Betty Jane Wylie Author Director R.R. #1 Investors Group Mactier, Ontario Trust Co. Ltd. P0C 1H0 - --------------------------------------------------------------------------------------------------------- Jean-Claude Bachand Lawyer Director Suite 3900 Byers Casgrain Investors Group 1, Place Ville-Marie Trust Co. Ltd. Montreal, Quebec H3B 4M7 (business) - --------------------------------------------------------------------------------------------------------- Sylvie Bernier Director Director 616 Cote du Rhone Investors Group Rosemere, Quebec Trust Co. Ltd. J7A 4N5 (business) - --------------------------------------------------------------------------------------------------------- Roger George Joseph Blanchette Treasurer Treasurer 447 Portage Avenue Investors Group Trustco Investors Group Winnipeg, Manitoba Inc. Trustco Inc. Canada R3C 3B6 (business) Vice-President, Finance and Vice-President, Finance and Compliance Officer Compliance Officer Investors Group Trust Co. Investors Group Ltd. Trust Co. Ltd. - --------------------------------------------------------------------------------------------------------- Donna Lynn Janovcik Secretary Secretary 447 Portage Avenue Investors Group Trustco Investors Group Winnipeg, Manitoba Inc. Trustco Inc. Canada R3C 3B6 (business) Secretary Secretary Investors Group Trust Co. Investors Group Ltd. Trust Co. Ltd. - --------------------------------------------------------------------------------------------------------- William Donald Chornous Partner Partner 447 Portage Avenue I.G. Investment I.G. Investment Winnipeg, Manitoba Management, Ltd. Management, Ltd. Canada R3C 3B6 (business) - --------------------------------------------------------------------------------------------------------- Tighe Alan McManus Partner Partner 447 Portage Avenue I.G. Investment I.G. Investment Winnipeg, Manitoba Management, Ltd. Management, Ltd. Canada R3C 3B6 (business) - --------------------------------------------------------------------------------------------------------- Geoff Barth Partner Partner 447 Portage Avenue I.G. Investment I.G. Investment Winnipeg, Manitoba Management, Ltd. Management, Ltd. Canada R3C 3B6 (business) - ---------------------------------------------------------------------------------------------------------
19 - --------------------------------------------------------------------------------------------------------- Paul Hancock Partner Partner 447 Portage Avenue I.G. Investment I.G. Investment Winnipeg, Manitoba Management, Ltd. Management, Ltd. Canada R3C 3B6 (business) - --------------------------------------------------------------------------------------------------------- Jeff Hall Partner Partner 447 Portage Avenue I.G. Investment I.G. Investment Winnipeg, Manitoba Management, Ltd. Management, Ltd. Canada R3C 3B6 (business) - --------------------------------------------------------------------------------------------------------- Kevin Nyysola Partner Partner 447 Portage Avenue I.G. Investment I.G. Investment Winnipeg, Manitoba Management, Ltd. Management, Ltd. R3C 3B6 (business) - --------------------------------------------------------------------------------------------------------- Allan Patrick Brown Partner Partner 447 Portage Avenue I.G. Investment I.G. Investment Winnipeg, Manitoba Management, Ltd. Management, Ltd. R3C 3B6 (business) - --------------------------------------------------------------------------------------------------------- Donald Bruce Smith Vice-President, Mortgage Vice-President, 447 Portage Avenue Sales Mortgage Sales Winnipeg, Manitoba I.G. Investment I.G. Investment Canada Management, Ltd. Management, Ltd. R3C 3B6 (business) - --------------------------------------------------------------------------------------------------------- Murray James Mitchell Vice-President, Real Vice-President, 447 Portage Avenue Estate and Portfolio Real Estate and Winnipeg, Manitoba Manager Portfolio Manager Canada I.G. Investment I.G. Investment R3C 3B6 (business) Management, Ltd. Management, Ltd. - --------------------------------------------------------------------------------------------------------- Michele Helen Peterson Vice-President, Vice-President, Suite 210 Mortgages, Ontario Region Mortgages, Ontario 200 Yorkland Blvd. I.G. Investment Region Toronto ON Management, Ltd. I.G. Investment M2J 5C1 Management, Ltd. - --------------------------------------------------------------------------------------------------------- Barry Schaefer Regional Vice-President, Regional Vice- 447 Portage Avenue Mortgages, Western Canada President, Winnipeg, Manitoba I.G. Investment Mortgages, Western R3C 3B6 (business) Management, Ltd. Canada I.G. Investment Management, Ltd. - --------------------------------------------------------------------------------------------------------- Andre Goudreau Regional Vice-President, Regional Vice- 447 Portage Avenue Mortgages, Eastern Canada President, Winnipeg, Manitoba I.G. Investment Mortgages, Eastern R3C 3B6 (business) Management, Ltd. Canada I.G. Investment Management, Ltd. - ---------------------------------------------------------------------------------------------------------
20 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 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of The Topps Company, 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 30th day of June, 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 Robert Gibson Darling, Vice-President Investors Group Trust Co. Ltd. 21 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. INVESTORS U.S. GROWTH FUND By: /s/ Edwin R. Buss ------------------------------ Edwin R. Buss, as Attorney-in-Fact for Robert Gibson Darling, Vice-President of Investors Group Trust Co. Ltd., as Trustee for Investors U.S. Growth Fund INVESTORS GLOBAL FUND By: /s/ Edwin R. Buss ------------------------------ Edwin R. Buss, as Attorney-in-Fact for Robert Gibson Darling, Vice-President of Investors Group Trust Co. Ltd., as Trustee for Investors Global Fund 22 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 13D 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 4th day of December, 1998. /s/ Hugh Sanford Riley ----------------------------------- Hugh Sanford Riley BE IT KNOWN, that on this 4th day of December, 1998, before me Douglas E. Jones, 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/ Douglas E. Jones ----------------------------------- Notary Public 23 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 13D 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 4th day of December, 1998. /s/ Richard Elliot Archer ----------------------------------- Richard Elliot Archer BE IT KNOWN, that on this 4th day of December, 1998, before me Douglas E. Jones, 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/ Douglas E. Jones ----------------------------------- Notary Public 24 Exhibit D Power of Attorney KNOW ALL MEN BY THESE PRESENTS, THAT I, Robert Gibson Darling, Vice-President of Investors Group Trust Co. 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 Investors Group Trust Co. Ltd. any and all statements on Schedule 13D 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 14th day of May, 1999. /s/ Robert Gibson Darling ----------------------------------- Robert Gibson Darling BE IT KNOWN, that on this 14th day of May, 1999, before me Martin Gutnik, a Notary Public in and for the Province of Manitoba, duly commissioned and sworn, personally came and appeared Robert Gibson Darling, 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 25 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 13D 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 26 Exhibit F Power of Attorney KNOW ALL MEN BY THESE PRESENTS, THAT I, Robert Gibson Darling, Vice-President of Investors Group Trust Co. Ltd., as Trustee for Investors U.S. Growth Fund, 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 Investors U.S. Growth Fund any and all statements on Schedule 13D 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 14th day of May, 1999. /s/ Robert Gibson Darling ----------------------------------- Robert Gibson Darling BE IT KNOWN, that on this 14th day of May, 1999, before me Martin Gutnik, a Notary Public in and for the Province of Manitoba, duly commissioned and sworn, personally came and appeared Robert Gibson Darling, 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 27 Exhibit G Power of Attorney KNOW ALL MEN BY THESE PRESENTS, THAT I, Robert Gibson Darling, Vice-President of Investors Group Trust Co. Ltd., as Trustee for Investors Global Fund, 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 Investors Global Fund any and all statements on Schedule 13D 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 14th day of May, 1999. /s/ Robert Gibson Darling ----------------------------------- Robert Gibson Darling BE IT KNOWN, that on this 14th day of May, 1999, before me Martin Gutnik, a Notary Public in and for the Province of Manitoba, duly commissioned and sworn, personally came and appeared Robert Gibson Darling, 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 -----END PRIVACY-ENHANCED MESSAGE-----