-----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, EWfgo5LO13969z0S6rHq+nNGOx+oyi0+U/9amhJt/3+HEhF82qet69yuLngLmHor 8TVRuNyEJyL9DZeGz2CDUQ== 0000950150-98-000360.txt : 19980317 0000950150-98-000360.hdr.sgml : 19980317 ACCESSION NUMBER: 0000950150-98-000360 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980316 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMMONWEALTH INDUSTRIES INC/DE/ CENTRAL INDEX KEY: 0000934747 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] IRS NUMBER: 133245741 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-47675 FILM NUMBER: 98566560 BUSINESS ADDRESS: STREET 1: 500 WEST JEFFERSON STREET STREET 2: 19TH FLOOR CITY: LOUISVILLE STATE: KY ZIP: 40202-2823 BUSINESS PHONE: 502-589-8100 MAIL ADDRESS: STREET 1: 500 WEST JEFFERSON STREET STREET 2: 19TH FLOOR CITY: LOUISVILLE STATE: KY ZIP: 40202-2823 FORMER COMPANY: FORMER CONFORMED NAME: COMMONWEALTH ALUMINUM CORP DATE OF NAME CHANGE: 19941228 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOODMAN & CO LTD CENTRAL INDEX KEY: 0000944388 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: SCOTIA PLAZA STREET 2: 40 KING ST WEST 55TH FL CITY: TORONTO CANA M5H 4A9 BUSINESS PHONE: 4168636990 MAIL ADDRESS: STREET 1: SCOTIA PLAZA STREET 2: 40 KING ST WEST 55TH FL CITY: TORONTO CANADAM5H4A9 SC 13D/A 1 AMENDMENT NO. 3 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* COMMONWEALTH INDUSTRIES INC. (Name of Issuer) COMMON SHARES (Title of Class of Securities) 202904108 (CUSIP Number) CAROLE COLBERT, VICE PRESIDENT & SECRETARY GOODMAN & COMPANY LTD. 40 King Street West, 55th Floor Toronto, Ontario, Canada M5H 4A9 Telephone: (416) 365-2404 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 20, 1998 (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 Rule 13d-1(b)(3) or (4), check the following box . Check the following box if a fee is being paid with the statement (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). Page 1 of 6 2 SCHEDULE 13D CUSIP NO. 202904108 PAGE 2 OF 6 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GOODMAN & COMPANY LTD. 55th Floor, 40 King Street West Toronto, Ontario, Canada, M5H 4A9 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] N/A (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ] N/A 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, Canada NUMBER OF 7 SOLE VOTING POWER Nil SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY Nil EACH 9 SOLE DISPOSITIVE POWER REPORTING Nil PERSON 10 SHARED DISPOSITIVE POWER WITH Nil 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Nil 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] N/A 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) N/A 14 TYPE OF REPORTING PERSON* IA
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION Page 2 of 6 3 SCHEDULE 13D Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities and Exchange Act of 1934, as amended (the "Act"), the undersigned, Goodman & Company Ltd. ("Goodman"), a wholly-owned subsidiary of Dundee Bancorp Inc. ("Bancorp"), a Canadian public company listed on The Toronto Stock Exchange, hereby submits this statement on Schedule 13D (the "Schedule 13D") relating to the Common Shares of Commonwealth Industries Inc. ("Commonwealth"). ITEM 2. IDENTITY AND BACKGROUND Item 2 is hereby amended and supplemented as follows: The following is a list of the directors and executive officers of Goodman & Company Ltd., their positions with Goodman, their present principal occupations and their business addresses (if other than Goodman):
NAME AND ADDRESS POSITION HELD PRINCIPAL OCCUPATION - ---------------- ------------- -------------------- Oscar Belaiche Vice President Vice President, Goodman & Company Ltd. Norman P. Bengough Vice President and Director President, Goodman & Company, Investment Counselling Ray Benzinger Vice President, Finance, Executive Vice President, Chief Chief Financial Officer Financial Officer, Dundee Bancorp Inc. and Director and Vice President, Finance and Chief Financial Officer, Goodman & Company Ltd. Edward Bezeau Vice President Vice President, Goodman & Company Ltd. Terence Buie Vice President and Director President, Goodman & Company, Dynamic Mutual Funds Carole Colbert Vice President and Director Vice President and Secretary, Dundee Bancorp Inc. and Goodman & Company Ltd. Joe Evershed Vice President Vice President, Goodman & Company Ltd. Rosanna Gatti Controller Controller, Goodman & Company Ltd. David Goodman Vice President and Director Vice President, Goodman & Company Ltd. Jonathan Goodman Vice President and Director Executive Vice President, Dundee Bancorp Inc. and Vice President, Goodman & Company Ltd. Ned Goodman Chairman, President, Chairman, President and CEO, Dundee Chief Executive Officer Bancorp Inc. and Goodman & Company Ltd. and Director Murray John Vice President Vice President, Goodman & Company Ltd. Vaino Keelmann Vice President and Director Vice President, Goodman & Company Ltd.
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NAME AND ADDRESS POSITION HELD PRINCIPAL OCCUPATION - ---------------- ------------- -------------------- Donald MacDonald Vice President and President, Vice President and President Private Wealth Private Wealth Management Management, Goodman & Company Ltd. Michael McHugh Vice President Vice President, Goodman & Company Ltd. Anne MacLean Vice President Vice President, Goodman & Company Ltd. Ray Steele Vice President and Vice President and President, Pension President, Pension Services Services Division, Goodman & Company Ltd. Division
The following is a list of the directors and executive officers of Bancorp, their positions with Bancorp, their present principal occupations and their business addresses (if other than Bancorp):
NAME AND ADDRESS POSITION HELD PRINCIPAL OCCUPATION - ---------------- ------------- -------------------- Normand Beauchamp Director President and Chief Executive Officer, 1717 Rene Levesque Blvd. East Radiomutuel Inc., communications Montreal, Quebec company H2L 4E8 Norman Bengough Director President, Goodman & Company, investment counsel Robert M. Buchan Director Chairman, Chief Executive Officer, 40 King St. W., 57th Floor Kinross Gold Corporation, gold mining Toronto, Ontario company M5H 3Y2 Paul A. Carroll Director Chairman, Chief Executive Officer, 4 King Street West World Wide Minerals Ltd., mining Suite 1208 company and Counsel to Smith, Lyons, Toronto, Ontario law firm M5H 1B6 Jonathan Goodman Executive Vice Executive Vice President, Dundee President and Director Bancorp Inc., Vice President, Goodman & Company Ltd., investment counsel Ned Goodman Chairman, President, Chairman, President and Chief Chief Executive Officer Executive Officer, and Director Dundee Bancorp Inc. and Goodman & Company Ltd. Myron I. Gottlieb Director President, Livent Inc., live theatre 165 Avenue Rd., Suite 600 production company Toronto, Ontario M5R 2H7
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NAME AND ADDRESS POSITION HELD PRINCIPAL OCCUPATION - ---------------- ------------- -------------------- Richard L. Lister Director President and Chief Executive Officer, 161 Bay St., Suite 3750 Zemex Corporation, base metals mining Toronto, Ontario company M5J 2S1 Garth A. C. MacRae Vice Chairman and Director Vice Chairman, Dundee Bancorp Inc. Richard J. Renaud Director Chairman, MPACT Immedia Corp. One Place Ville Marie, Suite 3611 electronic commerce software company Montreal, Quebec H3B 3P2 K. Barry Sparks Director President, Torvan Capital Group Inc., 141 Adelaide Street West private advisory and management Suite 1105 company Toronto, Ontario M5H 3L5 Harry R. Steele Director Chairman and Chief Executive Officer, 745 Windmill Road Newfoundland Capital Corporation Dartmouth, Nova Scotia Limited, holding company B3B 1C2 Ray Benzinger Executive Vice President Executive Vice President, Chief Financial Officer, Dundee Bancorp Inc. and Goodman & Company Ltd. Donald K. Charter Executive Vice President Executive Vice President, Dundee Bancorp Inc. Carole Colbert Vice President Vice President and Secretary, Dundee Bancorp Inc. and Goodman & Company Ltd. Aaron H. Gropper Vice President Vice President, Dundee Bancorp Inc. Gary Kawaguchi Senior Vice President, Senior Vice President, Marketing, Marketing Dundee Bancorp Inc.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is hereby amended and supplemented as follows: Goodman has recently sold its entire position in Commonwealth represented by 860,000 Common Shares, or approximately 8.4% of the outstanding Common Shares which were held as a result of its position as investment counsel and portfolio manager with discretionary authority over the client accounts in which the Shares were held. Page 5 of 6 6 These Common Shares were held within mutual fund, pension fund, institutional investor and private client accounts. Goodman has full dispositive and voting power with the exception of extraordinary matters which are required to be voted by the investor in the case of private client accounts only. Unless otherwise noted, to the best knowledge of Goodman and Bancorp, and their directors and executive officers, Goodman has sole voting and dispositive power over the securities reported herein over which it has control or direction. Except as disclosed herein, during the past sixty days none of Goodman and Bancorp, nor, to the best knowledge of Goodman and Bancorp, any of their directors and executive officers, have effected any transaction in the securities reported on this Schedule 13D. 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. GOODMAN & COMPANY LTD. "Carole Colbert" -------------------------------------- Name: Carole Colbert Title: Vice President and Secretary Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----