Tmi FW Inc, et al. – ‘SC 13D/A’ on 8/16/99 re: Nova Chemicals Corp/New

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Nova Corporation Schedule 13D, Amend. No. 1            6     34K 

Document Table of Contents

SC 13D/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13D**

 Under the Securities Exchange Act of 1934
  (Amendment No. 1)*

Nova Chemicals Corp.
 (formerly Nova Corporation)
  (Name of Issuer)

 Common Shares
  (Title of Class of Securities)

 66977W109
  (Cusip Number)

W. Robert Cotham
 201 Main Street, Suite 2600
 Fort Worth, Texas 76102
  (817) 390-8400
 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

 August 12, 1999
 (Date of Event which Requires Filing of this Statement)

     If  the  filing person has previously filed a statement on Schedule 13G  to
report  the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].  

*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
disclosures provided in a prior cover page.                                     

The information required on 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).                                                                         

**The  total  number  of  shares  reported herein  is  4,436,852  shares,  which
constitutes  approximately 4.8% of the total number of shares outstanding.   All
ownership  percentages set forth herein assume that there are 92,329,029  shares
outstanding.                                                                    

SC 13D/A
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1.   Name of Reporting Person:                                                  

TMI-FW, Inc.                                                          

2.   Check the Appropriate Box if a Member of a Group:                          
                                       (a) /   /

                                       (b) / X /
3.   SEC Use Only                                                               

4.   Source of Funds: Not Applicable                                            

5.   Check  box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):                                                         
                                   /   /

6.   Citizenship or Place of Organization: Texas                                

7.   Sole Voting Power: 4,176,852 (1) (2)         
Number of                                                                       
Shares                                                                          
Beneficially   8.   Shared Voting Power: -0-                                    
Owned By                                                                        
Each                                                                            
Reporting      9.   Sole Dispositive Power: 952,700 (1)(2)                      
Person                                                                          
With                                                                            
10.  Shared Dispositive Power: -0-                

11.  Aggregate Amount Beneficially Owned by Each Reporting Person:              

4,176,852 (2)                                                         

12.  Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:     

                                   /   /

13.  Percent of Class Represented by Amount in Row (11): 4.5%                   

14.  Type of Reporting Person: CO                                               

----------                                                                      
(1)  Power is exercised through its President, Thomas M. Taylor.                
(2)  The  shares  were  purchased by Ontario Teachers' Pension  Plan  Board  and
     Tundra  Investors, L.P.  TMI-FW, Inc. has sole voting power over  4,176,852
     of these shares and sole voting and dispositive power over 816,603 of these
     shares  pursuant to an account management agreement with Ontario  Teachers'
     Pension  Plan Board and sole voting and dispositive power over  136,097  of
     these  shares  pursuant  to  an account management  agreement  with  Tundra
     Investors, L.P.  Accordingly, Ontario Teachers' Pension Plan Board  has  no
     beneficial ownership over 816,603 of such shares and Tundra Investors, L.P.
     has  no  beneficial ownership over any of the 136,097 shares  held  in  its
account with TMI-FW, Inc.                                             

SC 13D/A
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1.   Name of Reporting Person:                                                  

Ontario Teachers' Pension Plan Board                                  

2.   Check the Appropriate Box if a Member of a Group:                          
                                       (a) /   /

                                       (b) / X /

3.   SEC Use Only                                                               

4.   Source of Funds: 00-Other                                                  

5.   Check  box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):                                                         
                                   /   /

6.   Citizenship or Place of Organization: Ontario, Canada                      

7.   Sole Voting Power: -0-                       
Number of                                                                       
Shares                                                                          
Beneficially   8.   Shared Voting Power: -0-                                    
Owned By                                                                        
Each                                                                            
Reporting      9.   Sole Dispositive Power: 3,224,152 (1)                       
Person                                                                          
With                                                                            
10.  Shared Dispositive Power: -0-                

11.  Aggregate Amount Beneficially Owned by Each Reporting Person:              

3,484,152 (2)                                                         

12.  Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:     

                                             /   /

13.  Percent of Class Represented by Amount in Row (11): 3.8%                   

14.  Type of Reporting Person: CO                                               

----------                                                                      
(1)  Pursuant to an account management agreement with TMI-FW, Inc., TMI-FW, Inc.
has sole voting power over these shares.                              
(2) Includes  260,000 shares that the Reporting Person has the right to  acquire
under exchange-traded call options.                                   

SC 13D/A
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     Pursuant  to  Rule  13d-2(a) of Regulation 13D-G of the General  Rules  and
Regulations  under the Securities Exchange Act of 1934, as amended (the  "Act"),
the  undersigned hereby amend their Schedule 13D Statement dated July 23,  1998,
(the  "Schedule  13D"),  relating to the Common Shares (the  "Stock"),  of  Nova
Chemicals Corp.  Unless otherwise indicated, all defined terms used herein shall
have the same meanings respectively ascribed to them in the Schedule 13D.       

Item 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                    

Item 3 is hereby amended and restated in its entirety as follows:     

     The  source  and  amount of the funds used or to be used by  the  Reporting
Persons to purchase shares of the Stock are as follows:                         

REPORTING PERSON        SOURCE OF FUNDS        AMOUNT OF FUNDS                  

TMI             Not Applicable (1)     Not Applicable (1)       

Teachers        Pension Fund Assets    $130,769,125.68 (2)      

        (1)   TMI has not expended any of its funds for purchases of the  shares
of  Stock reported herein.  136,097 shares of the Stock were purchased on behalf
of  Tundra Investors, L.P. ("Tundra") and are held in an account managed by  TMI
(the "Tundra Account") over which TMI has sole dispositive and sole voting power
pursuant   to  an  account  management  agreement  with  Tundra.  TMI   expended
$5,120,626.37  of  Tundra's partnership contributions to purchase  such  shares,
which represents the U.S. dollar equivalent as of the date of each purchase.    

        (2)    This figure represents the total amount expended by Teachers  for
all purchases of shares of the Stock, including those held in an account managed
by  TMI  on  behalf of Teachers (the "Teachers Account") in which TMI  has  sole
beneficial ownership pursuant to an account management agreement with  Teachers.
For  shares  purchased directly by Teachers on or before June 4, 1998,  Canadian
dollars  are  converted to U.S. dollars based on the exchange rate for  June  4,
1998  (1.4541); for shares purchased directly by Teachers after  June  4,  1998,
Canadian  dollars  are converted to U.S. dollars based on the exchange  rate  in
effect on the date of the purchase. For shares purchased by TMI for the Teachers
Account,  Canadian dollars are converted to U.S. dollars based on  the  exchange
rate in effect for the date of the purchase.                                    

Item 5.  INTEREST IN SECURITIES OF THE ISSUER.                                  

 Item 5 is hereby amended and restated in its entirety as follows:

(a)                                                             

Reporting Persons                                                               

TMI                                                             

        Pursuant to an account management agreement with Teachers, the aggregate
number of shares that TMI owns beneficially, pursuant to Rule 13d-3 of the  Act,
is  4,040,755.   Pursuant to an account management agreement  with  Tundra,  the
aggregate number of shares that TMI owns beneficially, pursuant to Rule 13d-3 of
the  Act,  is  136,097,  which,  together with  the  4,040,755  shares  it  owns
beneficially   pursuant  to  the  account management  agreement  with  Teachers,
constitutes approximately 4.5% of the outstanding shares of the Stock.          

Teachers                                                        

        The  aggregate  number  of  shares  of  the  Stock  that  Teachers  owns
beneficially, pursuant to Rule 13d-3 of the Act, is 3,484,152, which constitutes
approximately 3.8% of the outstanding shares of the Stock.                      

Controlling Person                                                              

TMT                                                             

        Because  of his position as the President and sole stockholder  of  TMI,
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner  of
4,176,852  shares  of  the Stock, which constitutes approximately  4.5%  of  the
outstanding shares of the Stock.                                                

        To  the  best  of the knowledge of each of the Reporting Persons,  other
than  as  set  forth above, none of the persons named in Item 2  herein  is  the
beneficial owner of any shares of the Stock.                                    

(b)                                                             

Reporting Persons                                                               

TMI                                                             

        Pursuant  to an account management agreement with Teachers,  and  acting
through its President and sole stockholder, TMT, TMI has the sole power to  vote
or  to  direct the vote of 4,040,755 shares of the Stock, and the sole power  to
dispose  or to direct the disposition of 816,603 shares of the Stock.   Pursuant
to an account management agreement with Tundra, and acting through its President
and  sole stockholder, TMT, TMI has the sole power to vote or to direct the vote
and to dispose or to direct the disposition of 136,097 shares of the Stock.     

Teachers                                                        

        Teachers  has the sole power to dispose or to direct the disposition  of
3,484,152 shares of the Stock.  Teachers has no power to vote or direct the vote
of any shares of the Stock.                                                     

Controlling Person                                                              

TMT                                                             

        As  the President and sole stockholder of TMI, TMT has the sole power to
vote  or to direct the vote of 4,176,852 shares of the Stock and the sole  power
to dispose or to direct the disposition of 952,700 shares of the Stock.         

        (c)   During the past 60 days, the following Persons have purchased  and
sold  shares  of  the  Stock in transactions on the Toronto Stock  Exchange,  as
follows:                                                                        
                    NO. OF SHARES        PRICE PER
PERSON             DATE          PURCHASED OR SOLD        SHARE                 

Teachers (1)       06/15/99           31,400 (P)        $ 21.87                 
Teachers (1)       06/16/99            8,000 (S)          21.78                 
Teachers (1)       06/18/99           80,000 (S)          21.19                 
Teachers (1)       06/18/99           66,000 (S)          21.31                 
Teachers (1)       06/18/99           10,000 (P)          21.21                 
Teachers (1)       06/23/99           37,900 (P)          21.64                 
Teachers (1)       06/23/99           30,000 (S)          21.24                 
Teachers (1)       06/24/99           16,000 (S)          22.54                 
Teachers (1)       06/24/99            2,000 (S)          22.81                 
Teachers (1)       06/25/99           30,000 (P)          22.81                 
Teachers (1)       06/25/99           17,000 (P)          23.29                 
Teachers (1)       06/25/99            8,000 (P)          23.12                 
Teachers (1)       06/25/99           19,000 (P)          23.22                 
Teachers (1)       06/25/99            6,000 (P)          23.26                 
Teachers (1)       06/29/99           55,100 (P)          23.29                 
Teachers (1)       06/29/99           47,200 (P)          23.85                 
Teachers (1)       07/06/99            5,000 (P)          22.92                 
Teachers (1)       07/07/99           31,000 (S)          23.11                 
Teachers (1)       07/07/99            9,900 (S)          23.07                 
Teachers (1)       07/08/99            9,600 (S)          23.02                 
Teachers (1)       07/09/99            5,900 (S)          23.15                 
Teachers (1)       07/12/99           40,000 (P)          23.03                 
Teachers (1)       07/12/99            5,000 (S)          23.09                 
Teachers (1)       07/13/99           20,000 (P)          22.84                 
Teachers (1)       07/13/99           15,000 (P)          22.67                 
Teachers (1)       07/13/99           17,000 (P)          22.64                 
Teachers (1)       07/14/99          100,000 (S)          22.54                 
Teachers (1)       07/16/99           47,000 (P)          21.56                 
Teachers (1)       07/19/99           26,000 (S)          21.30                 
Teachers (1)       07/20/99           15,000 (P)          21.32                 
Teachers (1)       07/21/99           10,000 (S)          21.07                 
Teachers (1)       07/22/99            2,000 (S)          20.65                 
Teachers (1)       07/23/99           18,000 (P)          20.37                 
Teachers (1)       07/26/99            2,300 (S)          20.65                 
Teachers (1)       07/27/99           26,000 (S)          20.54                 
Teachers (1)       07/28/99           18,000 (P)          20.31                 
Teachers (1)       07/29/99           35,000 (P)          19.94                 
Teachers (1)       07/30/99           17,000 (P)          19.62                 
Teachers (1)       08/03/99            4,000 (P)          20.40                 
Teachers (1)       08/04/99           12,500 (P)          20.83                 
Teachers (1)       08/04/99            6,000 (S)          20.85                 
Teachers (1)       08/04/99           21,500 (S)          20.79                 
Teachers (1)       08/05/99           38,000 (S)          21.24                 
Teachers (1)       08/06/99           26,000 (P)          21.39                 
Teachers (1)       08/06/99           20,000 (S)          21.43                 
Teachers (1)       08/06/99           10,000 (S)          21.44                 
Teachers (1)       08/06/99           15,000 (S)          21.38                 
Teachers (1)       08/06/99           11,000 (S)          21.46                 
Teachers (2)       08/06/99           42,857 (S)          21.43                 
Tundra   (3)       08/06/99            7,143 (S)          21.43                 
Teachers (2)       08/06/99           51,429 (S)          21.43                 
Tundra   (3)       08/06/99            8,571 (S)          21.43                 
Teachers (2)       08/06/99           77,143 (S)          21.46                 
Tundra   (3)       08/06/99           12,857 (S)          21.46                 
Teachers (2)       08/06/99           21,429 (S)          21.40                 
Tundra   (3)       08/06/99            3,571 (S)          21.40                 
Teachers (2)       08/06/99           42,857 (S)          21.40                 
Tundra   (3)       08/06/99            7,143 (S)          21.40                 
Teachers (2)       08/06/99           21,429 (S)          21.40                 
Tundra   (3)       08/06/99            3,571 (S)          21.40                 
Teachers (1)       08/09/99            7,000 (P)          21.64                 
Teachers (1)       08/09/99           70,000 (P)          21.80                 
Teachers (1)       08/09/99           20,000 (P)          21.44                 
Teachers (1)       08/09/99            7,000 (S)          21.59                 
Teachers (1)       08/09/99            7,000 (S)          21.63                 
Teachers (2)       08/09/99            6,000 (S)          21.65                 
Tundra   (3)       08/09/99            1,000 (S)          21.65                 
Teachers (2)       08/09/99           21,429 (S)          21.72                 
Tundra   (3)       08/09/99            3,571 (S)          21.72                 
Teachers (2)       08/09/99           65,486 (S)          21.89                 
Tundra   (3)       08/09/99           10,914 (S)          21.89                 
Teachers (1)       08/10/99           15,000 (P)          22.16                 
Teachers (1)       08/10/99           29,300 (P)          22.12                 
Teachers (1)       08/10/99           21,600 (P)          22.04                 
Teachers (1)       08/10/99           22,900 (S)          22.18                 
Teachers (1)       08/10/99           15,000 (S)          22.12                 
Teachers (2)       08/10/99           21,429 (S)          22.19                 
Tundra   (3)       08/10/99            3,571 (S)          22.19                 
Teachers (2)       08/10/99           17,143 (S)          22.02                 
Tundra   (3)       08/10/99            2,857 (S)          22.02                 
Teachers (2)       08/10/99           18,514 (S)          22.04                 
Tundra   (3)       08/10/99            3,086 (S)          22.04                 
Teachers (2)       08/10/99           21,429 (S)          22.19                 
Tundra   (3)       08/10/99            3,571 (S)          22.19                 
Teachers (1)       08/11/99           10,000 (P)          22.39                 
Teachers (1)       08/11/99           21,000 (S)          22.44                 
Teachers (1)       08/11/99           10,000 (S)          22.38                 
Teachers (1)       08/12/99           50,000 (S)          22.90                 
Teachers (1)       08/12/99           97,500 (S)          23.24                 
Teachers (1)       08/12/99           10,000 (S)          23.24                 
Teachers (1)       08/12/99           39,500 (S)          23.19                 
Teachers (1)       08/12/99           40,000 (S)          23.24                 
Teachers (2)       08/12/99           83,571 (S)          23.22                 
Tundra   (3)       08/12/99            7,143 (S)          22.89                 
Teachers (2)       08/12/99            8,571 (S)          23.22                 
Tundra   (3)       08/12/99            1,429 (S)          23.22                 
Teachers (2)       08/12/99           42,857 (S)          22.89                 
Tundra   (3)       08/12/99           13,929 (S)          23.22                 
Teachers (1)       08/13/99            7,000 (S)          23.27                 
Teachers (1)       08/13/99           45,000 (S)          23.33                 
Teachers (2)       08/13/99           38,571 (S)          23.33                 
Tundra   (3)       08/13/99            6,429 (S)          23.33                 

        (1)  Shares were purchased and sold for Canadian dollars.  The price per
share listed reflects the U.S. dollar equivalent.                               

       (2)    The  shares were purchased on behalf of Teachers in  the  Teachers
Account  over  which  TMI has sole voting and dispositive  power.   Accordingly,
Teachers  has  no  beneficial  ownership in any of  such  shares.   Shares  were
purchased  with  Canadian dollars, and the price per share listed  reflects  the
U.S. dollar equivalent on the date of the transaction.                          

       (3)   The shares were purchased on behalf of Tundra in the Tundra Account
over  which TMI has sole voting and dispositive power.  Accordingly, Tundra  has
no  beneficial  ownership  in  any of such shares. Shares  were  purchased  with
Canadian  dollars,  and  the price per share listed  reflects  the  U.S.  dollar
equivalent on the date of the transaction.                                      

       Except  as  set forth in this paragraph (c), to the best of the knowledge
of  each  of  the  Reporting Persons, none of the persons named in  response  to
paragraph  (a) has effected any transactions in shares of the Stock  during  the
past 60 days.                                                                   

       (d)   Except as set forth herein, each of the Item 2 Persons affirms that
no person other than such Item 2 Person has the right to receive or the power to
direct  the  receipt of dividends from, or the proceeds from the  sale  of,  the
shares of the Stock owned by such Item 2 Person.                                

        (e)   On  August  12,  1999,  the Reporting Persons  ceased  to  be  the
beneficial owners of 5% or more of the Stock.                                   

Item  6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.                                                    

Item 6 is hereby amended and restated in its entirety as follows:   

      Teachers owns exchange-traded put and call options covering shares of  the
Stock as follows:                                                               

Type of Option    Expiration Date   No. of Options*   Strike Price**
(Put or Call)                                                       

Put               08/20/99            500             $32.00        
Call              08/20/99            500              32.00        
Put               08/20/99          1,300              34.00        
Call              08/20/99          1,300              34.00        
Call              09/17/99            500              32.00        
Call              09/17/99            300              34.00        

*Each Option represents 100 shares of the Stock.                    

**Strike price is in Canadian dollars.                              

      Except as set forth herein or in the Exhibits to be filed herewith,  there
are no contracts, arrangements, understandings or relationships with respect  to
the shares of the Stock owned by the Reporting Persons.                         

Item 7.      MATERIAL TO BE FILED AS EXHIBITS.                                  

Item 7 is hereby amended and restated in its entirety as follows: 

       Exhibit  99.1  --    Agreement  and Power of Attorney  pursuant  to  Rule
13d-1(k)(1)(iii), previously filed.                                             

SC 13D/A
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        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.                                                                        

DATED:      August 13, 1999                                     

      TMI-FW, INC.

                        By: /s/ William O. Reimann, IV
                            William O. Reimann, IV
                    Vice President

                               ONTARIO TEACHERS' PENSION PLAN BOARD,
                        an Ontario, Canada corporation

                         By: /s/ William P. Hallman, Jr.
                             William P. Hallman, Jr.
                           Attorney-in-Fact for:

              CLAUDE LAMOUREUX (1)

(1)      A Power of Attorney authorizing William P. Hallman, Jr., et al., to act
on  behalf of Claude Lamoureux previously has been filed with the Securities and
Exchange Commission.                                                            

SC 13D/A
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EXHIBIT INDEX               

EXHIBIT                 DESCRIPTION                                             

  99.1  Agreement  and  Power  of  Attorney pursuant to  Rule  13d-1(k)(1)(iii),
previously filed.                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
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Filed on:		8/16/99							None on these Dates
		8/13/99		5
		8/12/99		1		4
		7/23/98		4
		6/4/98		4
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