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-SECURITIES AND EXCHANGE COMMISSION-
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Alliance Atlantis Communications Inc.
-------------------------------------
(Name of Issuer)
Class A Voting Shares
---------------------
(Title of Class of Securities)
01855R
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(CUSIP Number)
Fasken Campbell Godfrey, c/o Peter S. Ascherl
Suite 4200, Toronto Dominion Bank Tower, Box 20,
Toronto-Dominion Centre, Toronto, Canada M5K 1N6
(416) 366-8381
--------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 31, 1999
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.113d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
* 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).
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CUSIP No. 01855R 13D Page 1 of 7 Pages
<TABLE>
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<S> <C>
1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)
CAN-KKU GbR
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
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3) SEC Use Only
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4) Source of Funds (See Instructions)
BK
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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6) Citizenship or Place of Organization
Federal Republic of Germany
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Number (7) Sole Voting Power:
of
Shares None
Owned by -----------------------------------------------------------------------------------------------------
Each (8) Shared Voting Power:
Reporting
Person with None
-----------------------------------------------------------------------------------------------------
(9) Sole Dispositive Power:
None
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(10) Shared Dispositive Power:
None
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
None
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(See Instructions)
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13) Percent of Class Represented by Amount in Row (11)
N/A
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14) Type of Reporting Person (See Instructions)
PN
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</TABLE>
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ITEM 1 SECURITY AND ISSUER.
The title of the class of equity securities to which this
statement relates is:
462,842 Class A Voting Shares (the "Shares") of
Alliance Atlantis Communications Inc. (the "Issuer")
Cdn.$8,794,000 principal amount of 6.50% Convertible
Unsecured Subordinated Debentures (the "Debentures")
due April 5, 2002 (immediately convertible into
462,842 Class A Voting Shares of the Issuer)
The name of the Issuer and the address of its principal
executive offices are:
Alliance Atlantis Communications Inc.
121 Bloor Street East
Suite 1500
Toronto, Ontario
M4W 3M5
ITEM 2 IDENTITY AND BACKGROUND.
(a) - (c) and (f):
CAN-KKU GbR ("CAN-KKU") is a general partnership formed
under the laws of the Federal Republic of Germany and has a
principal business address of 35 Schwere-Reiter-Strasse Geb.
14, Munich, Germany, D80797. The principal business of
CAN-KKU is to serve as a holding entity for investing in the
Issuer. CAN-KKU is controlled by three principals.
CAN-KKU presently has no directors, executive officers or
management board members. Provided below are the names of
the three principals controlling CAN-KKU.
<TABLE>
<CAPTION>
Present and Principal
Name Business Address Occupation or Employment
---- ---------------- ------------------------
<S> <C> <C>
Rainer Kolmel 35 Schwere-Reiter-Strasse, Chairman, Kinowelt Medien AG
Geb. 14
Munich, Germany
D80797
Eduard Unzeitig 35 Schwere-Reiter-Strasse, Chief Financial Officer, Kinowelt
Geb. 14 Medien AG
Munich, Germany
D80797
</TABLE>
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<TABLE>
<S> <C> <C>
Michael Kolmel 35 Schwere-Reiter-Strasse, Geb. 14 Chairman, Kinowelt Medien AG
Geb. 14
Munich, Germany
D80797
</TABLE>
(d) - (e)
During the last five years, neither the Reporting Person,
nor any of the persons listed above, has been convicted in a
criminal proceeding or been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction
and as a result of such proceeding been subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to,
Federal or State securities laws or finding any violation
with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate purchase price for the Shares and the
Debentures was Cdn.$25,919,152. The funds used by CAN-KKU in
such purchase were borrowed from BHF-Bank AG (the "Bank"),
pursuant to a Loan Agreement dated September 13, 1999
between the Bank and CAN-KKU. The initial effective rate
of interest for the loan was 8.5% per annum, and the loan
was payable on December 15, 1999. The loan was secured by a
pledge of the Shares and the Debentures, as well as separate
pledges by the three partners of CAN-KKU, of an aggregate of
8,763,586 shares of Kinowelt Median AG.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the transaction was to dispose of all of
CAN-KKU's interest in the Issuer
Further to its original intent as disclosed in items 4 and 6
of CAN-KKU's initial Schedule 13D dated September 14, 1999,
CAN-KKU has transferred the Shares and the Debentures to
Kinowelt Medien AG, a German corporation.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
On December 31, 1999, CAN-KKU ceased to own any securities
of the Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Loan Agreement dated September 13, 1999
between CAN-KKU and BHF-Bank
Aktiengesellschaft
4
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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 25, 2000
CAN-KKU GBR
By
- ------------------------------------
/s/ EDUARD UNZEITIG
- ------------------------------------
Eduard Unzeitig
- ------------------------------------
Partner
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Exhibit A
Translation
COPY
Confidential
- ------------
CAN-KKU GbR
Schwere-Reiter-Str. 35/Geb. 14
80797 Munchen
13.09.1999
CONFIRMATION OF CREDIT
Dear Sirs,
We make reference to our conversations with you and are pleased to confirm that
we are prepared to provide CAN-KKU GbR, whose partners are Dr. Michael Kolmel,
Dr. Rainer Kolmel and Eduard Unzeitig, credit in the amount of
DM 33,500,000
(IN WORDS: GERMAN MARKS THIRTY-THREE MILLION, FIVE HUNDRED THOUSAND)
subject to the following terms and conditions:
I. TERM
The credit term shall end on December 15, 1999.
II. PURPOSE
The credit shall be used for the purpose of acquiring 462,842 voting shares
(Class A Voting Shares) of Alliance Atlantis Communications Inc.,
Toronto/Canada ("AACI") and debentures of AACI ($8,794,000 principal amount of
6.50% convertible unsecured subordinated debentures) including accrued interest
pursuant to the purchase agreement dated September 3, 1999 between CAN-KKU GbR
and AACI. The payment of the purchase price shall be made against delivery of
the purchased securities to the law firm of Fasken Campbell Godfrey,
Toronto/Canada, which will hold such securities in trust.
III. CREDIT AVAILABILITY
Utilization of the credit can be made in the following manner:
- - cash drawdowns;
- - EURIBOR loans with a term of one, two or three months provided that the term
does not extend beyond December 15, 1999
BHF-Bank Aktiengesellschaft
Munich Branch
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Page 2 of the confirmation of credit letter dated September 13, 1999
to CAN-KKU GbR
IV. CONDITIONS
If drawdowns are made through cash withdrawals, interest is will be payable at a
rate of 7.5% per year payable monthly not in advance. We reserve the right to
adjust this interest rate for changes which occur in the money market and
capital markets.
The initial effective rate of annual interest for this line of credit is 8.5%.
If drawdowns are made through EURIBOR loans, then the interest rates will be
determined two business days before the drawdown/renewal date. The basis shall
be the appropriate interbank rate (EURIBOR) plus a margin of 1.75% per year. The
interest rate for EURIBOR loans is payable at the end of the applicable interest
period.
CAN-KKU GbR shall pay,in respect of the available line of credit which is not
used, for the period beginning on the execution of this agreement and ending at
the end of the term, a standby fee of 0.375% per year, payable each calendar
quarter not in advance which is payable when the loan becomes due.
Administrative costs in the amount of DM 50,000 are payable at the end of the
term and will be deducted from account number 55312813 at the BHF-Bank.
V. SECURITY
In addition to our general conditions of credit, the following shall secure the
credit provided hereunder:
- - the securities being purchased by CAN-KKU GbR which, as a result of a joint
direction by CAN-KKU GbR and the BHF-Bank, are being held, in trust, by
Fasken Campbell Godfrey, Barristers & Solicitors, Toronto/Canada, pursuant
to the attached separate pledge agreement (pledge agreement to add to the
pledge rights provided for in the general business conditions)
- - deposit number 55310304 of Dr. Michael Kolmel (representing a minimum of
5,488,604 shares of Kinowelt Medien AG pursuant to the attached, separate
pledge agreement;
- - deposit number 55310585 of Dr. Rainer Kolmel (representing a minimum of
2,884,982 shares of Kinowelt Medien AG pursuant to the attached, separate
pledge agreement;
- - deposit number 255308076 of Mr. Eduard Unzeitig (representing a minimum of
390,000 shares of Kinowelt Medien AG pursuant to the attached, separate
pledge agreement;
The deposit accounts will be suspended for the term of the credit period.
VI. PRECONDITIONS FOR MAKING THE CREDIT AVAILABLE
Preconditions for the payment of the committed credit facility is the due
execution of this agreement, the attached waiver as well as the pledge
agreements.
BHF-Bank Aktiengesellschaft
Munich Branch
* Material omitted and filed separately pursuant to a request for confidential
treatment.
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Page 3 of the confirmation of credit letter dated September 13, 1999 to CAN-KKU
GbR
VII. ADDITIONAL CONDITIONS
- - Pursuant to section 18 of the loan statute, a borrower is obliged to disclose
its financial position to the lender. As a result, the partners of GbR
undertake to forward to the bank documentation necessary to disclose their
personal income and net worth amounts.
- - The partners of the borrower agree to be joint and severally liable for the
obligations arising under this agreement.
In addition, pursuant to the credit agreement dated August 6, 1999 we are
obliged to provide you with a line of credit in the amount of DM 180,000,000.
We are please to be able to provide you with the foregoing credit and request
that you confirm your agreement with the contents of this letter by executing a
copy of this letter and returning the same to us.
Kind Regards We agree with the contents of this letter:
Munich, September 13, 1999
BHF-Bank Aktiengesellschaft
Munich Branch
/s/ Dr. Michael Kolmel
-----------------------------------------
Dr. Michael Kolmel
by: Salven Friedel /s/ Dr. Rainer Kolmel
-----------------------------------------
Dr. Rainer Kolmel
/s/ Eduard Unzetig
-----------------------------------------
Eduard Unzetig
Enclosures
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Duplicate copies of a confirmation that the bank has advised the client of its
right to cancel the credit within the statutory period
four pledge agreements (two copies of each) each with two copies of a
confirmation that the bank has advised the client of its right to cancel the
credit within the statutory period
