OPEN TEXT CORP — Major Shareholding Notification 1999

Feb 16, 1999

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Open Text Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 683715106 (CUSIP Number) December 31, 1998 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 683715106 13G Page 2 of 16 Pages ___________ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Royal Bank Investment Management Inc. ___________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [] (b) [] ___________ 3. SEC USE ONLY ___________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION The jurisdiction of organization is Canada (federally incorporated company) ___________ 5. SOLE VOTING POWER NUMBER OF __________ SHARES 6. SHARED VOTING POWER BENEFICIALLY OWNED BY EACH N/A REPORTING _________ PERSON WITH 7. SOLE DISPOSITIVE POWER ___________ 8. SHARED DISPOSITIVE POWER N/A ___________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON N/A ___________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [] ________________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 N/A ________________________________________________________________________________ 12. TYPE OF REPORTING PERSON Foreign Investment Adviser which received SEC no-action relief to file on Schedule 13G as a "Qualified Institutional Investor" ______________ SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 683715106 13G Page 3 of 16 Pages ___________ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RT Investment Management Holdings Inc. ___________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [] (b) [] ___________ 3. SEC USE ONLY ___________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION The jurisdiction of organization is Canada (federally incorporated company) ___________ 5. SOLE VOTING POWER NUMBER OF __________ SHARES 6. SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 1,309,200 REPORTING _________ PERSON WITH 7. SOLE DISPOSITIVE POWER ___________ 8. SHARED DISPOSITIVE POWER 1,309,200 ___________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,309,200 ___________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [] ___________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.33% ___________ 12. TYPE OF REPORTING PERSON Foreign Parent Holding Company which received SEC no-action relief to file on Schedule 13G as a "Qualified Institutional Investor" ______________ SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 683715106 13G Page 4 of 16 Pages ___________ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Royal Trust Company ___________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [] (b) [] ___________ 3. SEC USE ONLY ___________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION The jurisdiction of organization is Canada (federally incorporated company) ___________ 5. SOLE VOTING POWER NUMBER OF __________ SHARES 6. SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 1,286,950 REPORTING _________ PERSON WITH 7. SOLE DISPOSITIVE POWER ___________ 8. SHARED DISPOSITIVE POWER 1,286,950 ___________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,286,950 ___________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] ___________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.21% ___________ 12. TYPE OF REPORTING PERSON Foreign Trust Company which received SEC no-action relief to file on Schedule 13G as a "Qualified Institutional Investor" ______________ SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1(a). Name of Issuer: Open Text Corporation Item 1(b). Address of Issuer's Principal Executive Offices: Open Text Corporation 185 Columbia St. West Waterloo, Ontario Canada, N2L 5Z5 (519) 888-7111 Item 2(a). Name of Person Filing: 1. Royal Bank Investment Management Inc. ("RBIM") 1. RT Investment Management Holdings Inc. ("RTIM") 2. The Royal Trust Company ("RT") Item 2(b). Address of Principal Business Office or, if None, Residence: 1. Royal Bank Investment Management Inc. ("RBIM") Royal Trust Tower, P.O. Box 97 77 King Street West, Suite 3800 Toronto, Ontario M5K 1G8 2. RT Investment Management Holdings Inc. Royal Trust Tower, P.O. Box 97 77 King Street West, Suite 3900 Toronto, Ontario M5K 1G8 3. The Royal Trust Company Royal Trust Tower, P.O. Box 7500, Station A 77 King Street West, 6th Floor Toronto, Ontario M5W 1P9 Item 2(a). Citizenship: Canada Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 683715106 Item 3. If this statement is filed pursuant to Rules 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: 1. Royal Bank Investment Management Inc. is a Foreign Investment Adviser which received SEC no-action relief to file on Schedule 13G as a Qualified Institutional Investor. 2. RT Investment Management Holdings Inc. is a Foreign Parent Holding Company which received SEC no-action relief to file on Schedule 13G as a Qualified Institutional Investor. 3. The Royal Trust Company is a Foreign Trust Company which received SEC no-action relief to file on Schedule 13G as a Qualified Institutional Investor. Item 4. Ownership. (a) Amount beneficially owned: 1. RBIM - N/A 2. RTIM - 1,309,200 3. RT - 1,286,950 (b) Percent of class: 1. RBIM - N/A 2. RTIM - 7.33% 3. RT - 7.21% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote (ii) Shared power to vote or to direct the vote 1. RBIM - N/A 2. RTIM - 1,309,200 3. RT - 1,286,950 (iii) Sole power to dispose or to direct the disposition of (iv) Shared power to dispose or to direct the disposition of 1. RBIM - N/A 2. RTIM - 1,309,200 2. RT - 1,286,950 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 for RBIM]. Item 6. Ownership of More than Five Percent on Behalf of Another Person. 2. RT Investment Management Holdings Inc., a foreign parent holding company which received SEC no-action relief to file on Schedule 13G as a Qualified Institutional Investor, is reporting holdings over which it is deemed to be a beneficial owner by virtue of the fact that the holdings belong to client accounts managed on a discretionary basis by RT Investment Holdings Inc.'s subsidiary foreign investment advisers. 3. The Royal Trust Company, a foreign Trust Company which has received SEC no-action relief to file on Schedule 13G as a Qualified Institutional Investor, is reporting holdings over which it is deemed to be a beneficial owner by virtue of its status as trustee and/or as principal. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Please see attached Exhibit A, Disclosure Respecting Subsidiaries. Item 8. Identification and Classification of Members of the Group. N/A Item 9. Notice of Dissolution of Group. N/A Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having such 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. February 15, 1999 ----------------------------- (Date) /s/ Jennifer Lederman ----------------------------- (Signature) Jennifer Lederman/Senior Senior Vice-President, Compliance, Royal Bank Investment Management ----------------------------- (Name/Title) 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. February 15, 1999 ----------------------------- (Date) /s/ Jennifer Lederman ----------------------------- (Signature) Jennifer Lederman/Senior Vice-President, Compliance, RT/Investment Management Holdings Inc. ----------------------------- (Name/Title) 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. February 15, 1999 ----------------------------- (Date) /s/ Jennifer Lederman ----------------------------- (Signature) Jennifer Lederman/ Authorized Signing Officer The Royal Trust Company ----------------------------- (Name/Title)