OMB APPROVAL
UNITED STATES
OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.
) *
Rogers Communication
(Name of Issuer)
Class B Non-Voting
(Title of Class of Securities)
77510920
(CUSIP Number)
12/31/2004
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
0
Rule 13d-1 (b)
0
Rule 13d-1(c)
1
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).
Potential persons who are to respond to the collection of
information contained in this form
are not required to respond unless the form displays a currently
valid OMB control number.
SEC 1745 (6-00)
Page 1 of 6 pages
CUSIP No.
77510920
1.
Names of Reporting Persons.
Phillips, Hager & North Investment Management Ltd.
I.R.S. Identification Nos. of above persons (entities only).
2.
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) 0
(b) 1
3.
SEC Use Only
4.
Citizenship or Place of Organization
Vancouver, British Columbia, Canada
Number of
5.
Sole Voting Power
11,549,795
Shares Bene-
ficially owned
6.
Shared Voting Power
by Each
Reporting
7.
Sole Dispositive Power
11,549,795
Person With:
8.
Shared Dispositive Power
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
11,549,795
10.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
1
11.
Percent of Class Represented by Amount in Row (11)
6.1%
12.
Type of Reporting Person (See Instructions)
IA
Page 2 of 6 pages
INSTRUCTIONS FOR SCHEDULE 13G
Instructions for Cover Page
(1) Names and I.R.S. Identification Numbers of Reporting Persons-
Furnish the full legal name of each person for whom the report is
filed-i.e., each person required to sign the schedule itself-
including each member of a group. Do not include the name of a
person
required to be identified in the report but who is not a
reporting person. Reporting persons that are entities are also
requested to furnish
their I.R.S. identification numbers, although disclosure of such
numbers is voluntary, not mandatory (see "SPECIAL INSTRUCTIONS
FOR COMPLYING WITH SCHEDULE 13G" below).
(2) If any of the shares beneficially owned by a reporting person
are held as a member of a group and that membership is expressly
affirmed, please check row 2(a). If the reporting person
disclaims membership in a group or describes a relationship with
other persons
but does not affirm the existence of a group, please check row
2(b) [unless a joint filing pursuant to Rule 13d-1(k)(1) in which
case it
may not be necessary to check row 2(b)].
(3) The third row is for SEC internal use; please leave blank.
(4) Citizenship or Place of Organization-Furnish citizenship if
the named reporting person is a natural person. Otherwise,
furnish place
of organization.
(5)-(9), (11) Aggregate Amount Beneficially Owned By Each
Reporting Person, Etc.-Rows (5) through (9) inclusive, and (11)
are to
be completed in accordance with the provisions of Item 4 of
Schedule 13G. All percentages are to be rounded off to the
nearest tenth
(one place after the decimal point).
(10) Check if the aggregate amount reported as beneficially owned
in row (9) does not include shares as to which beneficial
ownership
is disclaimed pursuant to Rule 13d-4 [17 CFR 240.13d-4] under the
Securities Exchange Act of 1934.
(12) Type of Reporting Person- Please classify each "reporting
person" according to the following breakdown (see Item 3 of
Schedule
13G) and place the appropriate symbol on the form:
Category
Symbol
Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan, Pension Fund,
or Endowment Fund EP
Parent Holding Company HC
Savings Association SA
Church Plan CP
Corporation CO
Partnership PN
Individual IN
Other OO
Notes:
Attach as many copies of the second part of the cover pages
as are needed, one reporting person per page .
Filing persons may, in order to avoid unnecessary
duplication, answer items on the schedules (Schedule 13D, 13G, or
14D-1) by
appropriate cross references to an item or items on the cover
pages(s). This approach may only be used where the cover page
item or
items provide all the disclosure required by the schedule item.
Moreover, such a use of a cover page item will result in the item
becoming a part of the schedule and accordingly being considered
as "filed" for purposes of Section 18 of the Securities Exchange
Act
or otherwise subject to the liabilities of that section of the
Act.
Reporting persons may comply with their cover page filing
requirements by filing either completed copies of the blank forms
available from the Commission, printed or typed facsimiles, or
computer printed facsimiles, provided the documents filed have
identical formats to the forms prescribed in the Commission's
regulations and meet existing Securities Exchange Act rules as to
such
matters as clarity and size (Securities Exchange Act Rule 12b-
12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities
Exchange Act of 1934 and the rules and regulations thereunder,
the
Commission is authorized to solicit the information required to
be supplied by this schedule by certain security holders of
certain
issuers.
Page 3 of 6 pages
Disclosure of the information specified in this schedule is
mandatory, except for I.R.S. identification numbers, disclosure
of which
is voluntary. The information will be used for the primary
purpose of determining and disclosing the holdings of certain
beneficial
owners of certain equity securities. This statement will be made
a matter of public record. Therefore, any information given will
be
available for inspection by any member of the public.
Because of the public nature of the information, the
Commission can use it for a variety of purposes, including
referral to
other governmental authorities or securities self-regulatory
organizations for investigatory purposes or in connection with
litigation
involving the Federal securities laws or other civil, criminal or
regulatory statutes or provisions. I.R.S. identification numbers,
if
furnished, will assist the Commission in identifying security
holders and, therefore, in promptly processing statements of
beneficial
ownership of securities.
Failure to disclose the information requested by this
schedule, except for I.R.S. identification numbers, may result in
civil or
criminal action against the persons involved for violation of the
Federal securities laws and rules promulgated thereunder.
GENERAL INSTRUCTIONS
A. Statements filed pursuant to Rule 13d-1(b) containing the
information required by this schedule shall be filed not later
than
February 14 following the calendar year covered by the
statement or within the time specified in Rules 13d-1(b)(2) and
13d-2(c). Statements filed pursuant to Rule 13d-1(c) shall
be filed within the time specified in Rules 13d-1(c), 13d-2(b)
and
13d-2(d). Statements filed pursuant to Rule 13d-1(d) shall
be filed not later than February 14 following the calendar year
covered by the statement pursuant to Rules 13d-1(d) and
13d-2(b).
B. Information contained in a form which is required to be
filed by rules under section 13(f) (15 U.S.C. 78m(f)) for the
same
calendar year as that covered by a statement on this
schedule may be incorporated by reference in response to any of
the
items of this schedule. If such information is incorporated
by reference in this schedule, copies of the relevant pages of
such
form shall be filed as an exhibit to this schedule.
C. The item numbers and captions of the items shall be
included but the text of the items is to be omitted. The answers
to the
items shall be so prepared as to indicate clearly the
coverage of the items without referring to the text of the items.
Answer
every item. If an item is inapplicable or the answer is in
the negative, so state.
Item 1.
(a) Name of Issuer
Rogers Communication
(b) Address of Issuer's Principal Executive Offices
333 Bloor Street East
Toronto, ON, M4W 1G9, Canada
Item 2.
(a) Name of Person Filing
Phillips, Hager & North Investment Management Ltd.
(b) Address of Principal Business Office or, if none, Residence
21st Floor, 200 Burrard Street, Vancouver, B.C. V6C 3N5
(c) Citizenship
Canada
(d) Title of Class of Securities
Class B Non-Voting
(e) CUSIP Number
77510920
Item 3. If this statement is filed pursuant to ??240.13d-1(b), or
240.13d-2(b) or (c), check whether the person filing is a:
(a)
0
Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b)
0
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
0
Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
(d)
0
Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e)
1
An investment adviser in accordance with ?240.13d-1(b)(1)(ii)(E);
(f)
0
An employee benefit plan or endowment fund in accordance with
?240.13d-1(b)(1)(ii)(F);
(g)
0
A parent holding company or control person in accordance with
?240.13d-1(b)(1)(ii)(G);
(h)
0
A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i)
0
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)
0
Group, in accordance with ?240.13d-1(b)(1)(ii)(J);
Page 4 of 6 pages
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in
Item 1.
(a) Amount beneficially owned:
11,549,795
(b) Percent of class:
6.1%
(c) Number of shares as to which such person has:
11,549,795
(i) Sole power to vote or to direct the vote
(ii) Shared power to vote or to direct the vote
(iii) Sole power to dispose or to direct the disposition of
11,549,795
(iv) Shared power to dispose or to direct the disposition of
Instruction. For computations regarding securities which
represent a right to acquire an underlying security see
?240.13d-3(d)(1).
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 0.
Instruction: Dissolution of a group requires a response to this
item.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the
sale of, such securities, a statement to that effect should be
included in response to this item and, if such interest relates
to more than
five percent of the class, such person should be identified. A
listing of the shareholders of an investment company registered
under the
Investment Company Act of 1940 or the beneficiaries of employee
benefit plan, pension fund or endowment fund is not required.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent
Holding Company.
If a parent holding company has filed this schedule, pursuant
to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach
an
exhibit stating the identity and the Item 3 classification of the
relevant subsidiary. If a parent holding company has filed this
schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit
stating the identification of the relevant subsidiary.
0 EXHIBIT ATTACHED
Item 8. Identification and Classification of Members of the
Group
If a group has filed this schedule pursuant to ? 240.13d-
1(b)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the
identity and Item 3 classification of each member of the group.
If a group has filed this schedule pursuant to ?240.13d-1(c) or
?240.13d-1(d), attach an exhibit stating the identity of each
member of the group.
0 EXHIBIT ATTACHED
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all further
filings with
respect to transactions in the security reported on will be
filed, if required, by members of the group, in their individual
capacity. See
Item 5.
0 EXHIBIT ATTACHED
Page 5 of 6 pages
Item 10. Certification
(a) The following certification shall be included if the
statement filed pursuant to ?240.13d-1(b):
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 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.
The following certification shall be included if the
statement filed pursuant to ?240.13d-1(c):
(b) 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.
February 24, 2005
Date
Signature
Jeff Clay, Vice President, US Equities
Name/Title
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative.
If the
statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner
of the filing
person, evidence of the representative's authority to sign on
behalf of such person shall be filed with the statement,
provided, however,
that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The
name
and any title of each person who signs the statement shall be
typed or printed beneath his signature.
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See
?240.13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
Page 6 of 6 pages
2001 ProFormWare 561-330-7645