SC 13G/A 1 d26222_13g-a.txt AMENDMENT NO. 3 TO SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment 3 to February 14, 2001 Filing) Under the Securities Exchange Act of 1934 DIA MET MINERALS LTD. (Name of Issuer) Class A Subordinate Voting Shares (Title of Class of Securities) 25243K208 (CUSIP Number) June 30, 2001 (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. 25243K208 13G Page 2 of 13 Pages ________________________________________________________________________________ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RT Capital 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 N/A NUMBER OF __________________________________________________________________ SHARES 6. SHARED VOTING POWER BENEFICIALLY OWNED BY EACH N/A REPORTING __________________________________________________________________ PERSON WITH 7. SOLE DISPOSITIVE POWER N/A __________________________________________________________________ 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. 25243K208 13G Page 3 of 13 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 N/A NUMBER OF __________________________________________________________________ SHARES 6. SHARED VOTING POWER BENEFICIALLY OWNED BY EACH N/A REPORTING __________________________________________________________________ PERSON WITH 7. SOLE DISPOSITIVE POWER N/A __________________________________________________________________ 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 Parent Holding 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: DIA MET MINERALS LTD. Item 1(b) Address of Issuer's Principal Executive Offices: DIA MET MINERALS LTD. 1695 Powick Road Kelowna, British Columbia Canada V1X 4L1 Item 2(a) Name of Person Filing: 1. RT Capital Management Inc. ("RTCM") 2. RT Investment Management Holdings Inc. ("RTIM") Item 2(b) Address of Principal Business Office or, if None, Residence: 1. RT Capital Management Inc. Royal Trust Tower, P.O. Box 85 77 King Street West, Suite 3700 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 Item 2(c) Citizenship: Canada Item 2(d) Title of Class of Securities: Class A Subordinate Voting Shares Item 2(e) CUSIP Number: 25243K208 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. RT Capital 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. Item 4. Ownership. (a) Amount beneficially owned: 1. RTCM - N/A 2. RTIM - N/A (b) Percent of class: 1. RTCM - N/A 2. RTIM - N/A (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote N/A (ii) Shared power to vote or to direct the vote 1. RTCM - N/A 2. RTIM - N/A (iii) Sole power to dispose or to direct the disposition of N/A (iv) Shared power to dispose or to direct the disposition of 1. RTCM - N/A 2. RTIM - N/A 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. 1. RT Capital Management Inc. Accounts managed on a discretionary basis by RT Capital Management Inc., a wholly-owned subsidiary of RT Investment Management Holdings Inc., are known to have the right to receive or the power to direct the receipt of the dividends from, or the proceeds from, the sale of such securities. No such account holds more than 5 percent of the class. 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 Management Holdings Inc.'s subsidiary foreign investment advisers. 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. July 9, 2001 ----------------------------- (Date) /s/ Jamie Simmonds ----------------------------- (Signature) Jamie Simmonds, Authorized Signing Officer, RT Capital Management 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. June 9, 2001 ----------------------------- (Date) /s/ Jennifer I. Lederman ----------------------------- (Signature) Jennifer I. Lederman Senior Vice President, Corporate Affairs & Legal, RT Investment Management Holdings Inc. ----------------------------- (Name/Title)