UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
BALLANTYNE OF OMAHA, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
058516 10 5
(CUSIP Number)
DECEMBER 31, 1998
(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 9 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. 058516 10 5 Page 2 of 9 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
PERSON 3,084,616
WITH
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
3,084,616
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,084,616
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
25.6%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 058516 10 5 Page 3 of 9 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
OWNED BY EACH 6 SHARED VOTING POWER
REPORTING
PERSON 3,084,616
WITH
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
3,084,616
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,084,616
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
25.6%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 058516 10 5 Page 4 of 9 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
OWNED BY EACH 6 SHARED VOTING POWER
REPORTING
PERSON 3,084,616
WITH
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
3,084,616
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,084,616
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
25.6%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 058516 10 5 Page 5 of 9 Pages
1 NAMES OF REPORTING PERSONS
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 3,084,616
BENEFICIALLY
OWNED BY EACH 6 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
7 SOLE DISPOSITIVE POWER
3,084,616
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,084,616
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
25.6%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 9 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).
<PAGE>
Page 7 of 9 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, 1998.
CanDel is the direct beneficial owner of 3,084,616 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
o.
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 9 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 16, 1999
<PAGE>
Page 9 of 9 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.
