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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ____1______)*
This amendment is filed to withdraw the
January 15, 2008 filing on FirstService Corp.
as at December 31, 2007. In the January 15, 2008
filing, our percentage beneficially held is
incorrectly stated as 5.77%. The actual
percentage beneficially held as of
December 31, 2007 was below 5% and therefore
no filing was necessary.
FirstService Corp.
Subordinate Voting Stock
33761N109
December 31/2007
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
Rule 13d-1(b) X
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).
Persons who 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 (3-06) Page 1 of 6 pages
CUSIP No. 95828P104........................
..............
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above
persons (entities only).
Beutel, Goodman & Company Ltd..............
............................................
............................................
2. Check the Appropriate Box if a Member of
a Group (See Instructions)
(a) .......................................
............................................
............................................
(b) .......................................
............................................
............................................
3. SEC Use Only ...........................
............................................
............................................
4. Citizenship or Place of Organization
Ontario, Canada............................
............................................
............................................
Number of 5. Sole Voting Power.............
............................................
............................................
Shares Beneficially by 6. Shared Voting
Power .....................................
............................................
............................................
Owned by Each
Reporting 7. Sole Dispositive Power........
............................................
............................................
Person With:
8. Shared Dispositive Power ...............
............................................
............................................
9. Aggregate Amount Beneficially Owned by
Each Reporting Person. ..................
...........................................
.................
10. Check if the Aggregate Amount in Row
(9) Excludes Certain Shares
(See Instructions).
...........................................
11. Percent of Class Represented by Amount
in Row (9) 2.68...........................
...........................................
.......................
12. Type of Reporting Person
(See Instructions)
....IA.....................................
...........................................
Page 2 of 6 pages
INSTRUCTIONS FOR SCHEDULE 13G
Instructions for Cover Page
(l) 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 it is 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 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/Control Person 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 page 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 page(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 FirstService Corp.
(b) Address of Issuer's Principal Executive Offices
1140 Bay Street, Suite 4000,
Toronto, Ontario M5S 2B4
Item 2.
(a) Name of Person Filing
Beutel, Goodman & Company Ltd.
(b) Address of Principal Business Office
20 Eglinton Avenue West, Suite 2000,
Toronto, Ontario M4R 1K8 Canada
(c) Citizenship Beutel Goodman is a
Canadian incorporated company
(d) Title of Class of Securities Common Stock
(e) CUSIP Number 95828P104
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) Broker or dealer registered under section 15
of the Act (15 U.S.C. 78o).
(b) Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c).
(c) Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c).
(d) Investment company registered under section 8
of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) An investment adviser in accordance with
240.13d-1(b)(1)(ii)(E); X
(f) An employee benefit plan or endowment fund
in accordance with 240.13d-1(b)(1)(ii)(F);
(g) A parent holding company or control person
in accordance with 240.13d-1(b)(1)(ii)(G);
(h) A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) 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);
Page 4 of 6 pages
(j)
Group, in accordance with 240.13d-1(b)(1)(ii)(J).
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:
(b) Percent of class: Less than 5%
(c) Number of shares as to which the person has:
(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
(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
Not applicable
Item 6.
Ownership of More than Five Percent on
Behalf of Another Person.
Not applicable
Item 7.
Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company
Not applicable
Item 8.
Identification and Classification of
Members of the Group
Not applicable
Item 9.
Notice of Dissolution of Group
Not applicable
Item 10.
Certification
(a) The following certification shall be included
if the statement is filed pursuant to 240.13d-1(b):
Page 5 of 6 pages
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.
(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.
Date June 18, 2008
Signature ______________________________________
Name/Title Michael James Gibson, CFO
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