Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Issuer has only two security holders -issuer deemed to have ceased being a reporting issuer.

Subsection 1(6) of the OBCA -- Issuer deemedto have ceased to be offering its securities to the public underthe Business Corporations Act (Ontario).

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.s. 83.

Business Corporations Act, R.S.O. 1990, c. B.16,as am., s.1(6).

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA, SASKATCHEWAN, ONTARIOAND QUEBEC

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

AMJ CAMPBELL INC.

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the Decision Maker) in each of Alberta,Saskatchewan, Ontario and Quebec (the Jurisdictions) has receivedan application from AMJ Campbell Inc. (the Issuer) for a decisionpursuant to the securities legislation of the Jurisdictions(the Legislation) that the Issuer be deemed to have ceased tobe a reporting issuer under the Legislation;

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the System)the Ontario Securities Commission is the principal regulatorfor this application;

AND WHEREAS the Issuer has representedto the Decision Makers that:

1. The Issuer is a corporation governed bythe Business Corporations Act (Ontario) (the OBCA)with its registered office located at 1190 Meyerside Drive,Mississauga, Ontario L5T 1R7.

2. The Issuer has been a reporting issuersince its initial public offering on September 11, 1992.

3. The common shares of the Issuer were listedon the Toronto Stock Exchange (the TSX). However, the Issuerhas been de-listed from the TSX effective as of the closeof business on March 14, 2003 and no securities of the Issuerare listed or quoted on any market or exchange.

4. The Issuer is a reporting issuer in theJurisdictions and is not in default of its obligations asa reporting issuer under the Legislation.

5. The Issuer's authorized capital consistsof an unlimited number of common shares (the Common Shares).

6. By take-over bid circular dated January7, 2003, as extended by notice dated February 14, 2003, AMJManagement Acquisition Inc. (Acquisitionco), a wholly-ownedsubsidiary of 2015825 Ontario Inc. (Parentco), made an offer(the Offer) to acquire all of the outstanding Common Sharesnot previously owned by Parentco and its affiliates and associatesfor $2.30 cash per Common Share.

7. Pursuant to the Offer, Acquisitionco acquiredapproximately 91% of the Issuer's Common Shares not previouslyowned by Parentco and its affiliates and associates which,together with the Common Shares held by Parentco, representedapproximately 91% of the outstanding Common Shares.

8. Following the Offer and pursuant to thecompulsory acquisition provisions of the OBCA, the Issueracquired the remaining issued and outstanding Common Sharesnot deposited under the Offer.

9. All equity securities of the Issuer areowned by Acquisitionco and Parentco.

10. The Issuer has no debt securities outstanding,other than loan facilities provided by two Canadian banks.

11. The Issuer does not intend to seek publicfinancing by way of an offering of its securities.

AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the Decision);

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION OF the Decision Makers underthe Legislation is that the Issuer is deemed to have ceasedto be a reporting issuer under the Legislation;

June 26, 2003.

"John Hughes"

AND IT IS HEREBY ORDERED by the OntarioSecurities Commission pursuant to subsection 1(6) of the OBCAthat the Issuer is deemed to have ceased to be offering itssecurities to the public for the purposes of the OBCA.

June 26, 2003.

"Robert L. Shirriff"
"Robert W. Korthals