UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___N/A________)*
Cott Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
22163N106
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(CUSIP Number)
March 31, 2006
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(Date of Event Which Requires Filing of this Statement)
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).
CUSIP No. .... 22163N106...................................
1. Names of Reporting Persons. TD Asset Management Inc. (a wholly-owned
subsidiary of TD Bank Financial Group) I.R.S. Identification Nos. of
above persons (entities only).
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 .................Canada........
Number of 5. Sole Voting Power .........3,703,698......................
Shares
Beneficially 6. Shared Voting Power ......................................
Owned by
Each Reporting
Person With 7. Sole Dispositive Power.....3,703,698......................
8. Shared Dispositive Power .................................
9. Aggregate Amount Beneficially Owned by Each Reporting Person.......
3,703,698...........................................................
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)..................................................
11. Percent of Class Represented by Amount in Row (9) ...........5.16%..
12. Type of Reporting Person (See Instructions) CO
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Item 1.
(a) Name of Issuer: Cott Corporation.
(b) Address of Issuer's Principal Executive Offices: 207 Queen's
Quay West, Suite 340, Toronto, ON M5J 1A7, Canada
Item 2.
(a) Name of Person Filing: TD Asset Management Inc.
(b) Address of Principal Business Office or, if none, Residence:
Canada Trust Tower, BCE Place, 161 Bay Street, 35th Floor,
Toronto, Ontario, M5J 2T2
(c) Citizenship: TD Asset Management Inc. is a corporation
organized under the laws of the province of Ontario
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 22163N106
ITEM 3. If this statement is filed pursuant to Sections 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 Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with Section 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);
(j) [ ] Group, in accordance with Section 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: _____3,703,698___________________.
(b) Percent of class: _______5.16%_____________________.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote__3,703,698____.
(ii) Shared power to vote or to direct the vote_____________.
(iii) Sole power to dispose or to direct the disposition of
____3,703,698_____________.
(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 Section 240.13d3(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 [ ].
Instruction: Dissolution of a group requires a response to this item.
N/A
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.
N/A
ITEM 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding
Company or Control Person.
If a parent holding company or Control person has filed this schedule, pursuant
to Rule 13d-1(b)(1)(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 or control person 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.
N/A
ITEM 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to Section 240.13d-1(b)(1)(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 Section 240.13d-1(c) or Section 240.13d-1(d), attach an exhibit
stating the identity of each member of the group.
N/A
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.
N/A
ITEM 10 Certification
(a) The following certification shall be included if the statement
is filed pursuant to Section 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.
(b) The following certification shall be included if the statement
is filed pursuant to Section 240.13d-1(c):
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.
April 18th, 2006
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Date
Barbara J. Callbeck
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Signature
Managing Director, TDAM Risk Management
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Name/Title