-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TGqfbNMb+11AZ3K2Xo5RapVqjobb2Us/DUpzVVkT/rtRCV5wIqUFDDpi2a+Ujb6L +0Ymv4geUpSL8yWwKzigBg== 0000950123-98-010417.txt : 19981204 0000950123-98-010417.hdr.sgml : 19981204 ACCESSION NUMBER: 0000950123-98-010417 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981203 GROUP MEMBERS: GERALD W. SCHWARTZ GROUP MEMBERS: OMI QUEBEC INC. GROUP MEMBERS: ONEX CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001005887 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-54893 FILM NUMBER: 98763464 BUSINESS ADDRESS: STREET 1: 920 YONGE ST STREET 2: STE 400 CITY: TORONTO ONTARIO STATE: A6 BUSINESS PHONE: 4169671174 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ONEX CORP CENTRAL INDEX KEY: 0000937226 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 161 BAY STREET STREET 2: P O BOX 700 CITY: TORONTO ONTARIO CANA STATE: A6 MAIL ADDRESS: STREET 1: 161 BAY STREET STREET 2: P O BOX 700 CITY: TORONTO ONTARIO CANA STATE: A6 FORMER COMPANY: FORMER CONFORMED NAME: ONEX CORP ET AL DATE OF NAME CHANGE: 19950209 SC 13G 1 SCHEDULE 13G RE: ALLIANCE COMMUNICATIONS CORP. 1 Page 1 of 11 Pages SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Alliance Communications Corp. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share and Class A Voting Debentures - -------------------------------------------------------------------------------- (Title of Class of Securities) 01855R 20 3 ----------------------------------------------------- (CUSIP Number) Exhibit Index on page 10 2 CUSIP No. 01855R 20 3 13G Page 2 of 11 Pages NAME OF REPORTING PERSONS 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Onex Corporation CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / 2 (b) / / SEC USE ONLY 3 CITIZENSHIP OR PLACE OF ORGANIZATION 4 Ontario, Canada NUMBER OF SOLE VOTING POWER 5 SHARES None BENEFICIALLY SHARED VOTING POWER 6 OWNED BY 462,842 Common Shares and $8,794,000 Class A Voting Debentures EACH SOLE DISPOSITIVE POWER REPORTING 7 None PERSON SHARED DISPOSITIVE POWER WITH 8 462,842 Common Shares and $8,794,000 Class A Voting Debentures AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 462,842 Common Shares and $8,794,000 Class A Voting Debentures. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 10 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11 The shares of common stock represent 3.9% of the outstanding common stock. The Class A Voting Debentures represent 14.9% of the outstanding Class A Voting Debentures. On a combined basis, the shares of common stock and the Class A Voting Debentures represent 14.4% of the voting control of the Issuer. TYPE OF REPORTING PERSON* 12 CO *SEE INSTRUCTION BEFORE FILLING OUT! 3 CUSIP No. 01855R 20 3 13G Page 3 of 11 Pages NAME OF REPORTING PERSONS 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Gerald W. Schwartz CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / 2 (b) / / SEC USE ONLY 3 CITIZENSHIP OR PLACE OF ORGANIZATION 4 Canada NUMBER OF 5 SOLE VOTING POWER SHARES None BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 462,842 Common Shares and $8,794,000 Class A Voting Debentures. EACH REPORTING SOLE DISPOSITIVE POWER 7 PERSON None WITH SHARED DISPOSITIVE POWER 8 462,842 Common Shares and $8,794,000 Class A Voting Debentures. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 462,842 Common Shares and $8,794,000 Class A Voting Debentures. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 10 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11 The shares of common stock represent 3.9% of the outstanding common stock. The Class A Voting Debentures represent 14.9% of the outstanding Class A Voting Debentures. On a combined basis, the shares of common stock and the Class A Voting Debentures represent 14.4% of the voting control of the Issuer. TYPE OF REPORTING PERSON* 12 IN *SEE INSTRUCTION BEFORE FILLING OUT! 4 CUSIP No. 01855R 20 3 13G Page 4 of 11 Pages NAME OF REPORTING PERSONS 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS OMI Quebec Inc. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / 2 (b) / / SEC USE ONLY 3 CITIZENSHIP OR PLACE OF ORGANIZATION 4 Canada NUMBER OF SOLE VOTING POWER 5 SHARES None BENEFICIALLY SHARED VOTING POWER 6 OWNED BY $8,794,000 Class A Voting Debentures. EACH SOLE DISPOSITIVE POWER REPORTING 7 None PERSON SHARED DISPOSITIVE POWER WITH 8 $8,794,000 Class A Voting Debentures. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 $8,794,000 Class A Voting Debentures. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 10 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11 The Class A Voting Debentures represent 14.9% of the outstanding Class A Voting Debentures. TYPE OF REPORTING PERSON* 12 00 *SEE INSTRUCTION BEFORE FILLING OUT! 5 Page 5 of 11 Pages Item 1(a) NAME OF ISSUER: Alliance Communications Corp. (the "Company") ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 121 Bloor St. E Suite 1400 Toronto, Ontario M4W 3M5 ITEM 2(a) NAME OF PERSON FILING: Onex Corporation ("Onex") Gerald W. Schwartz OMI Quebec Inc. ("OMI Quebec") Onex, Mr. Schwartz and OMI Quebec are filing the statement jointly, pursuant to the provisions of Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended, as separate persons and not as members of a group. See Exhibit 1 for their Joint Filing Agreement. ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The address for the principal business office of each of Onex and Gerald W. Schwartz is: 161 Bay Street P.O. Box 700 Toronto, Ontario Canada M5J 2S1 The address of the principal business office of OMI Quebec is: 1981 McGill College Avenue Montreal, Quebec Canada H3A 3C1 ITEM 2(c) CITIZENSHIP: Gerald W. Schwartz is a citizen of Canada. Onex is an Ontario, Canada corporation. OMI Quebec is a Canadian corporation. 6 Page 6 of 11 Pages ITEM 2(d) TITLE OF CLASS OF SECURITIES: Common Stock, $.01 par value per share and Class A Voting Debentures. ITEM 2(e) CUSIP NO.: 01855R 20 3 ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A: This statement is not filed pursuant to Rules 13d-1(b) or 13d-2(b). ITEM 4 OWNERSHIP: (a) Amount Beneficially Owned: 462,842 Common Shares and $8,794,000 Class A Voting Debentures. (b) Percent of Class: The shares of common stock represent 3.9% of the outstanding common stock. The Class A Voting Debentures represent 14.9% of the outstanding Voting Debentures. On a combined basis, the shares of common stock and the Class A Voting Debentures represent 14.4% of the voting control of the Issuer. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 462,842 Common Shares and $8,794,000 Class A Voting Debentures. (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared Power to dispose or to direct the disposition of: The shares of common stock represent 3.9% of the outstanding common stock. The Class A Voting Debentures represent 14.9% of the outstanding Class A Voting Debentures. On a combined basis, the shares of common stock and 7 Page 7 of 11 Pages the Class A Voting Debentures represent 14.4% of the voting control of the Issuer. Onex is the direct beneficial owner of the Common Stock reported herein. OMI Quebec is the direct beneficial owner of the Class A Voting Debentures reported herein. Onex, as the direct owner of all of the outstanding capital stock of OMI Quebec is an indirect beneficial owner of all such shares. Mr. Schwartz is the indirect holder of all the issued and outstanding Multiple Voting Shares of Onex, which are entitled to elect sixty percent (60%) of the members of Onex's Board of Directors and carry such number of votes in the aggregate as represents 60% of the aggregate votes attached to all voting shares of Onex and is thus an indirect beneficial owner of the shares reported. In October 1994, Onex and OMI Quebec purchased an aggregate $16,500,000 Can. convertible Non-Voting Debentures. In July 1998 the Non-Voting Debentures were converted into $8,794,000 Class A Voting Debentures and $8,794,000 convertible Non-Voting Debentures which were owned by Onex and OMI Quebec, respectively. In September 1998, the Class A Voting Debentures were converted into 462,842 shares of Common Stock and the Non-Voting Debentures were converted into $8,794,000 Class A Voting Debentures. 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: No other 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 reported hereunder. 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 8 Page 8 of 11 Pages ITEM 10 CERTIFICATION: Not applicable 9 Page 9 of 11 Pages 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: November 25, 1998 ONEX CORPORATION By: /s/ Donald W. Lewtas --------------------------------- Name: Donald W. Lewtas Title: Authorized Signatory /s/ Donald W. Lewtas --------------------------------- Authorized signatory for Gerald W. Schwartz OMI QUEBEC INC. By: /s/ Ewout W. Heersink --------------------------------- Name: Ewout W. Heersink Title: Vice President By: /s/ Glenn Wight --------------------------------- Name: Glenn Wight Title: Director 10 Page 10 of 11 Pages Index to Exhibits
PAGE NO. IN SEQUENTIAL EXHIBIT NUMBERING SYSTEM - ------- ---------------- 1. Joint Filing Agreement, dated November 25, 1998, among OMI Quebec, Onex and Mr. Schwartz. 2. Power of Attorney incorporated by reference to the Amendment to Form 4 relating to Dura Automotive Systems, Inc., filed with the Securities and Exchange Commission by Onex on September 10, 1996. 3. Power of Attorney incorporated by reference to the Amendment to Form 4 relating to Dura Automotive Systems, Inc., filed with the Securities and Exchange Commission by Mr. Schwartz on September 10, 1996.
EX-99.1 2 JOINT FILING AGREEMENT 1 Page 11 of 11 Pages Exhibit 1 AGREEMENT JOINT FILING OF SCHEDULE 13G The undersigned hereby agree to file jointly the Statement on Schedule 13G (the "Statement") relating to the Common Stock, $.01 par value per share and the Class A Voting Debentures of Alliance Communications Corp., and any further amendments thereto which may be deemed necessary pursuant to Regulation 13D or G promulgated under Section 13 of the Securities Exchange Act of 1934, as amended. It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the Statement, filed on behalf of each of the parties hereto. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, one and the same instrument. IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the 25th day of November, 1998. OMI QUEBEC INC. By: /s/ Ewout Heersink -------------------------------- Name: Ewout Heersink Title: Vice President By: /s/ Glenn Wight -------------------------------- Name: Glenn Wight Title: Director ONEX CORPORATION By: /s/ Donald W. Lewtas -------------------------------- Name: Donald W. Lewtas Title: Authorized Signatory /s/ Donald W. Lewtas -------------------------------- Authorized Signatory for GERALD SCHWARTZ -----END PRIVACY-ENHANCED MESSAGE-----