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UNITED STATES
Securities and Exchange Commission
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Argosy Gaming Company
(Name of Issuer
Common Stock
(Title of Class of Securities)
040228108
(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 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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number<PAGE>
CUSIP No. 040228108
1. Name of Reporting Persons
S.S or I.R.S. Identification Nos. Of Above Persons (Entities Only)
Kornitzer Capital Management, Inc. ("KCM") 48-1069845
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
Kansas
5. Sole Voting Power
Number of _____________________________________________________________
Shares 6. Shared Voting Power
Beneficially 2,465,062
Owned __________________________________________________________________
By Each 7. Sole Dispositive Power
Reporting _____________________________________________________________
Person With: 8. Shared Dispositive Power
2,465,062
9. Aggregate Amount Beneficially Owner by Each Reporting Person
2,465,062
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9)
9.23%
12. Type of Reporting Person (See Instructions)
IA
<PAGE>
CUSIP No. 040228108
Item 1.
(a) Name of Issuer. Argosy Gaming Company, a Delaware corporation.
(b) Address of Issuer's Principal Executive Offices. 219 Piasa
Street, Alton, IL 62002.
Item 2.
(a) Name of Persons Filing. Kornitzer Capital Management, Inc.
("KCM").
(b) Address of Principal Business Offices or, if none, Residence.
P.O. Box 918, Shawnee Mission, KS 66201.
(c) Citizenship. Kansas corporation.
(d) Title of Class of Securities. Common stock, no par value (the
"Common Stock"), and 12% Convertible Debentures due June 1, 2001
(the "Convertible Debentures"), which are convertible into such
shares of Common Stock.
(e) CUSIP Number. 040228108.
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
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 (15 U.S.C. 80a-8).
(e) x An investment adviser in accordance with section Sect.
204.13d-1(b)((1)(ii)(E).
(f) An employee benefit plan or endowment fund in accordance with
Sect. 240.13d-1(b)(1)(ii)(F).
(g) A parent holding company or control person in accordance with
Sect. 240.13d-1(b)(ii)(G).
(h) A savings association 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 Sect. 240.13d-1(b)(ii)(J).
Item 4. Ownership.
The percent of Common Stock owned by KCM as of December 31, 1998
exceeds five percent, and the following information is provided as of
that date.
(a) Amount Beneficially Owned: 2,465,062
KCM's beneficial ownership of the Common Stock consists of
735,400 shares owned directly and 1,729,662 shares it is
deemed to beneficially own through its holdings of the
Convertible Debentures. KCM's Convertible Debenture holdings
of $30,615,000 principal amount convert into shares of Common
Stock at a rate of 56.4972 shares per $1,000 principal
amount.
(b) Percent of Class: 9.23%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote 2,465,062
(iii) sole power to dispose or to direct the disposition of
(iv) shared power to dispose or to direct the disposition of
2,465,062
Item 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
hereto the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
/_/.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
KCM is an investment adviser with respect to the shares of Common Stock
for the accounts of other persons who have the right to receive, and
the power to direct the receipt of, dividends from, or the proceeds
from the sale of, the Common Stock of Argosy Gaming Company.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
A parent holding company is not filing this Schedule, pursuant to Rule
13D-1(b)(ii)(G) promulgated under the Securities Exchange Act of 1934
(the "Act").
Item 8. Identification and Classification of Members of the Group.
A group is not filing this Schedule pursuant to Rule 13d-1(b)(ii)(J).
Item 9. Notice of Dissolution of Group.
A Notice of Dissolution is not applicable to the filing of this
Schedule.
Item 10. Certification.
(a) The following certification shall be included if the statement is
filed pursuant to Sect. 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired and are hot 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 27, 1999
Date
KORNITZER CAPITAL MANAGEMENT, INC.
/s/ John C. Kornitzer
By: John C. Kornitzer, President
