SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
CMP Media, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
125891101
(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:
/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 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).
**The total number of shares reported herein is 358,100, which constitutes
approximately 5.1% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 7,010,752
shares outstanding.
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CUSIP No. 125891101
1. Name of Reporting Person:
Connor Clark & Company, Ltd.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Ontario, Canada
5. Sole Voting Power: -0-
Number of
Shares
Beneficially 6. Shared Voting Power: 358,100
Owned By
Each
Reporting 7. Sole Dispositive Power: -0-
Person
With
8. Shared Dispositive Power: 358,100
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
358,100
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 5.1%
12. Type of Reporting Person: IA
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Item 1(a). Name of Issuer.
The name of the issuer is CMP Media Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices.
The principal executive offices of the Issuer are located at 600
Community Drive, Manhasset, New York 11030.
Item 2(a). Names of Persons Filing.
Connor Clark & Company, Ltd. (the Reporting Person ).
Item 2(b). Address of Principal Business Office, or if None, Residence.
The address of the principal business office or residence of the
Reporting Person is Scotia Plaza, 40 King Street, Suite 5110, Box 125,
Toronto, Ontario M5H 3Y2.
Item 2(c). Citizenship.
The Reporting Person is organized under the laws of Ontario,
Canada.
Item 2(d). Title of Class of Securities.
This Schedule 13G statement relates to the class A common stock
of the Issuer (the "Stock").
Item 2(e). CUSIP Number.
The CUSIP number of the Stock is 125891101.
Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b) or (c).
If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) / / Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o);
(b) / / Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c);
(c) / / Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c);
(d) / / Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) /X/ An investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E);
(f) / / An employee benefit plan or endowment fund in accordance
with section 240.13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in accordance
with section 240.13d-1(b)(1)(ii)(G);
(h) / / A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) / / A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
(j) / / Group, in accordance with section 240.13d-
1(b)(1)(ii)(J).
If this statement is filed pursuant to section 240.13d-1(c),
check this box / /.
Item 4. Ownership.
(a) - (b)
The aggregate number of shares of the Stock that the Reporting
Person owns beneficially, pursuant to Rule 13d-3 of the Act, is 358,100,
which constitutes approximately 5.1% of the outstanding shares of the
Stock.
(c)
The Reporting Person has the shared power to vote or to direct
the vote and to dispose or to direct the disposition of 358,100 shares of
the Stock.
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.
The Reporting Person, which is engaged in the business of
providing discretionary investment management services, is deemed to be a
beneficial owner for purposes of Rule 13d-3 under the Securities Exchange
Act of 1934 since it has the power to vote and/or the power to dispose of
the Stock held in securities accounts on behalf of many clients (the
Clients ), which include, among others, individual private investors,
pension funds, foundations and investment partnerships. The Reporting
Person does not, however, have any economic or pecuniary interests in the
securities held on behalf of its Clients. The Clients are the actual
owners of the securities (including the Stock) held in their respective
accounts; and they have the sole right to receive and the sole power to
direct the receipt of dividends from, or the proceeds from the sale of,
such securities (including the Stock). No Client has an interest in
dividends or sale proceeds that relates to 5% or more of the Stock.
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.
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 purpose
or effect. <PAGE>
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After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is
true, complete and correct.
Dated: February 10, 1999
CONNOR CLARK & COMPANY LTD.
By: /s/ Kelly Baird
Kelly Baird, Chief Financial Officer
