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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES RESTATED EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)*
Shaw Communications Inc.
(Name of Issuer)
Class B Common
(Title of Class of Securities)
82028K 20 0
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/x/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / 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 the
disclosures provided in a 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. 82028K 20 0
1. Names of Reporting Persons.
I.R.S. Nos. of above persons (entities only).
Chieftain Capital Management, Inc. 13-3194313
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
a. Not Applicable
b. Not Applicable
3. SEC Use Only
4. Citizenship or Place of Organization New York
Number of 5. Sole Voting Power -0-
Shares Bene-
ficially Owned 6. Shared Voting Power 15,612,095
By Each
Reporting 7. Sole Dispositive Power -0-
Person With:
8. Shared Dispositive Power 15,612,095
9. Aggregate Amount Beneficially Owned by Each Reporting Person
15,612,095
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
Not Applicable
11. Percent of Class Represented by Amount in Row (11)
20.1%
12. Type of Reporting Persons (See Instructions)
IA, CO
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ITEM 1.
(a) Name of Issuer:
Shaw Communications Inc.
(b) Address of Issuer's Principal Executive Offices:
630 3rd Avenue SW
Calgary, Alberta Canada T2P 4L4
ITEM 2.
(a) Name of Person Filing:
Chieftain Capital Management, Inc.
(b) Address of Principal Business Office or, if none, Residence:
12 East 49th Street
New York, New York 10017
(c) Citizenship:
New York
(d) Title of Class of Securities:
Class B Common
(e) CUSIP Number:
82028K 20 0
ITEM 3.
(a) / / Broker or Dealer registered under Section 15 of the Act
(b) / / Bank as defined in section 3(a)(6) of the Act
(c) / / Insurance Company as defined in section
3(a)(19) of the Act
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(d) / / Investment Company registered under section 8 of the
Investment Company Act
(e) /x/ Investment Advisor registered under section 203 of the
Investment Advisors Act of 1940
(f) / / Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see Section 240.13d-1(b)(1)
(ii)(F)
(g) / / Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
ITEM 4. Ownership
(a) Amount Beneficially Owned: 15,612,095
(b) Percent of Class: 20.1%
(c) Number of shares as to which the filing person has:
(i) sole power to vote or to direct the vote:
-0-
(ii) shared power to vote or to direct the vote:
15,612,095
(iii) sole power to dispose or to direct the
disposition of:
-0-
(iv) shared power to dispose or to direct the
disposition of:
15,612,095
ITEM 5. Ownership of Five Percent or Less of a Class
Not Applicable
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ITEM 6. Ownership of More than Five Percent on Behalf of Another
Person
Chieftain Capital Management, Inc. ("Chieftain") has
investment discretion with respect to the securities to which
this statement relates. Chieftain's clients are the direct
owners of such securities, and Chieftain does not have any
economic interest in such securities. Such clients have the
sole right to receive dividends from, and the proceeds from
the sale of, such securities. No such client has an interest
that relates to more than 5% of the class.
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
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ITEM 10. Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purposes or effect.
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.
February 8, 1999
Date
/s/ John M. Shapiro
--------------------------------
Signature
John M. Shapiro/Managing Director
Name/Title
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