UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Ballantyne of Omaha, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
058516 10 5
(CUSIP Number)
December 31, 1997
(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)
[ ] Rule 13d-1(c)
[X] 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
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).
Page 1 of 10 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. 058516 10 5 Page 2 of 10 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ARC International Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
5 SOLE VOTING POWER
NUMBER OF SHARES 0
BENEFICIALLY
OWNED BY EACH 6 SHARED VOTING POWER
REPORTING 2,056,411
PERSON
WITH 7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITION POWER
2,056,411
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,056,411
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
22.8%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 058516 10 5 Page 3 of 10 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ARC U.S.A. Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH
REPORTING 2,056,411
PERSON 7 SOLE DISPOSITIVE POWER
WITH
0
8 SHARED DISPOSITIVE POWER
2,056,411
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,056,411
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
22.8%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 058516 10 5 Page 4 OF 10 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Canrad Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH
REPORTING 2,056,411
PERSON 7 SOLE DISPOSITIVE POWER
WITH
0
8 SHARED DISPOSITVE POWER
2,056,411
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,056,411
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
22.8%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTURCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 058516 10 5 Page 5 of 10 Pages
1 NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Canrad of Delaware Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF SHARES 2,056,411
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH
REPORTING 0
PERSON 7 SOLE DISPOSITIVE POWER
WITH
2,056,411
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,056,411
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
22.8%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 10 Pages
SCHEDULE 13G
1a. Name of Issuer:
Ballantyne of Omaha, Inc.
b. Address of Issuer's Principal Executive Offices:
4350 McKinley Street, Omaha, Nebraska 68112
2a. Name of Person Filing:
ARC International Corporation ("ARC")
ARC U.S.A. Corporation ("ARC U.S.A.")
Canrad Inc. ("Canrad")
Canrad of Delaware Inc. ("CanDel")
b. Address of Principal Business Office or, if None, Residence:
c/o ARC International Corporation, 4000 Chesswood Drive,
Downsview, Ontario, Canada M3J 2B9
c. Citizenship:
The information set forth in Item 4 of pages 2 through 5
hereof is hereby incorporated by reference.
d. Title of Class of Securities:
Common Stock
e. CUSIP No.:
058516 10 5
3. If This Statement Is Filed Pursuant to Rule 13d-1(b) or
13d-2(b) or (c), Check Whether the Person Filing Is a:
This statement is not filed pursuant to Rule 13d-1 or 13d-2(b)
or (c).
If this statement is filed pursuant to Rule 13d-1(c),
check this box [ ]
<PAGE>
Page 7 of 10 Pages
4. Ownership.
The information contained in Items 1 and 5 through 11 of pages
2 through 5 hereof is hereby incorporated by reference. Such
information as it relates to beneficial ownership and percent
of class is as at December 31, 1997.
CanDel is the direct beneficial owner of 2,056,411 shares of
Common Stock (the "CanDel Shares"). CanDel is a wholly-owned
subsidiary of Canrad. Canrad is a wholly-owned subsidiary of
ARC U.S.A. ARC U.S.A. is a wholly-owned subsidiary of ARC. As
a result of the foregoing relationships, each of Canrad, ARC
U.S.A. and ARC may be deemed to share beneficial ownership of
the CanDel Shares with CanDel. Each of Canrad, ARC U.S.A. and
ARC disclaims beneficial ownership of the CanDel Shares for
all other purposes.
CanDel, Canrad, ARC U.S.A. and ARC may be deemed to be a
"group" within the meaning of Rule 13d-5 promulgated under the
Securities Exchange Act of 1934, as amended.
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 [ ].
6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not applicable.
8. Identification and Classification of Members of the Group.
See Exhibit A attached hereto.
9. Notice of Dissolution of Group.
Not applicable.
10. Certification.
Not applicable.
<PAGE>
Page 8 of 10 Pages
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
ARC International Corporation
ARC U.S.A. Corporation
Canrad Inc.
Canrad of Delaware Inc.
/s/ Arnold S. Tenney
_____________________
Arnold S. Tenney
President of ARC International Corporation and
Chairman of the Board of ARC U.S.A. Corporation,
Canrad Inc. and Canrad of Delaware Inc.
February 13, 1998
<PAGE>
Page 9 of 10 Pages
Exhibit A
The members of the group covered by Item 8 hereof are ARC,
ARC U.S.A., Canrad and CanDel. CanDel is a wholly-owned subsidiary of
Canrad. Canrad is a wholly-owned subsidiary of ARC U.S.A. ARC U.S.A. is
a wholly-owned subsidiary of ARC. ARC is a publicly-traded company
whose common shares are listed and traded on the American Stock
Exchange.
<PAGE>
Page 10 of 10 Pages
Exhibit B
SCHEDULE 13G JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended, the undersigned agree to the joint filing on
behalf of each of them of a statement on Schedule 13G (including all
amendments thereto) with respect to the Common Stock of Ballantyne of
Omaha, Inc. and further agree that this joint filing agreement be filed
as an exhibit to their initial statement on Schedule 13G. In evidence
thereof, the undersigned, being duly authorized, hereby execute this
joint filing agreement this 13th day of February 1998.
ARC International Corporation
ARC U.S.A. Corporation
Canrad Inc.
Canrad of Delaware Inc.
/s/ Arnold S. Tenney
_____________________
Arnold S. Tenney
President of ARC International Corporation and
Chairman of the Board of ARC U.S.A. Corporation,
Canrad Inc. and Canrad of Delaware Inc.
February 13, 1998
