<PAGE> 1
Page 1 of 11 Pages
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Alliance Communications Corp.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share and Class A Voting Debentures
- --------------------------------------------------------------------------------
(Title of Class of Securities)
01855R 20 3
-----------------------------------------------------
(CUSIP Number)
Exhibit Index on page 10
<PAGE> 2
CUSIP No. 01855R 20 3 13G Page 2 of 11 Pages
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Onex Corporation
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
2 (b) / /
SEC USE ONLY
3
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Ontario, Canada
NUMBER OF SOLE VOTING POWER
5
SHARES None
BENEFICIALLY SHARED VOTING POWER
6
OWNED BY 462,842 Common Shares and $8,794,000
Class A Voting Debentures
EACH
SOLE DISPOSITIVE POWER
REPORTING 7
None
PERSON
SHARED DISPOSITIVE POWER
WITH 8
462,842 Common Shares and $8,794,000
Class A Voting Debentures
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
462,842 Common Shares and $8,794,000 Class A Voting
Debentures.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* / /
10
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11 The shares of common stock represent 3.9% of the
outstanding common stock. The Class A Voting Debentures
represent 14.9% of the outstanding Class A Voting
Debentures. On a combined basis, the shares of common
stock and the Class A Voting Debentures represent 14.4%
of the voting control of the Issuer.
TYPE OF REPORTING PERSON*
12
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 3
CUSIP No. 01855R 20 3 13G Page 3 of 11 Pages
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Gerald W. Schwartz
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
2 (b) / /
SEC USE ONLY
3
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Canada
NUMBER OF 5 SOLE VOTING POWER
SHARES None
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 462,842 Common Shares and $8,794,000
Class A Voting Debentures.
EACH
REPORTING SOLE DISPOSITIVE POWER
7
PERSON None
WITH SHARED DISPOSITIVE POWER
8
462,842 Common Shares and $8,794,000
Class A Voting Debentures.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
462,842 Common Shares and $8,794,000 Class A Voting
Debentures.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* / /
10
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
The shares of common stock represent 3.9% of the
outstanding common stock. The Class A Voting Debentures
represent 14.9% of the outstanding Class A Voting
Debentures. On a combined basis, the shares of common
stock and the Class A Voting Debentures represent 14.4%
of the voting control of the Issuer.
TYPE OF REPORTING PERSON*
12
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 4
CUSIP No. 01855R 20 3 13G Page 4 of 11 Pages
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
OMI Quebec Inc.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
2 (b) / /
SEC USE ONLY
3
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Canada
NUMBER OF SOLE VOTING POWER
5
SHARES None
BENEFICIALLY SHARED VOTING POWER
6
OWNED BY $8,794,000 Class A Voting Debentures.
EACH
SOLE DISPOSITIVE POWER
REPORTING 7
None
PERSON
SHARED DISPOSITIVE POWER
WITH 8
$8,794,000 Class A Voting Debentures.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
$8,794,000 Class A Voting Debentures.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* / /
10
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
The Class A Voting Debentures represent 14.9% of the
outstanding Class A Voting Debentures.
TYPE OF REPORTING PERSON*
12
00
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 5
Page 5 of 11 Pages
Item 1(a) NAME OF ISSUER:
Alliance Communications Corp. (the "Company")
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
121 Bloor St. E
Suite 1400
Toronto, Ontario
M4W 3M5
ITEM 2(a) NAME OF PERSON FILING:
Onex Corporation ("Onex")
Gerald W. Schwartz
OMI Quebec Inc. ("OMI Quebec")
Onex, Mr. Schwartz and OMI Quebec are filing the
statement jointly, pursuant to the provisions of Rule
13d-1(f)(1) under the Securities Exchange Act of
1934, as amended, as separate persons and not as
members of a group. See Exhibit 1 for their Joint
Filing Agreement.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:
The address for the principal business office of each
of Onex and Gerald W. Schwartz is:
161 Bay Street
P.O. Box 700
Toronto, Ontario Canada
M5J 2S1
The address of the principal business office of OMI
Quebec is:
1981 McGill College Avenue
Montreal, Quebec Canada
H3A 3C1
ITEM 2(c) CITIZENSHIP:
Gerald W. Schwartz is a citizen of Canada. Onex is an
Ontario, Canada corporation. OMI Quebec is a Canadian
corporation.
<PAGE> 6
Page 6 of 11 Pages
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, $.01 par value per share and
Class A Voting Debentures.
ITEM 2(e) CUSIP NO.:
01855R 20 3
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES
13d-1(b), OR 13d-2(b), CHECK WHETHER THE PERSON
FILING IS A:
This statement is not filed pursuant to Rules
13d-1(b) or 13d-2(b).
ITEM 4 OWNERSHIP:
(a) Amount Beneficially Owned:
462,842 Common Shares and $8,794,000 Class A Voting
Debentures.
(b) Percent of Class:
The shares of common stock represent 3.9% of the
outstanding common stock. The Class A Voting
Debentures represent 14.9% of the outstanding Voting
Debentures. On a combined basis, the shares of common
stock and the Class A Voting Debentures represent
14.4% of the voting control of the Issuer.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
462,842 Common Shares and $8,794,000 Class A Voting
Debentures.
(iii) Sole power to dispose or to direct the disposition
of:
0
(iv) Shared Power to dispose or to direct the disposition
of:
The shares of common stock represent 3.9% of the
outstanding common stock. The Class A Voting
Debentures represent 14.9% of the outstanding
Class A Voting Debentures. On a combined basis, the
shares of common stock and
<PAGE> 7
Page 7 of 11 Pages
the Class A Voting Debentures represent 14.4% of the
voting control of the Issuer.
Onex is the direct beneficial owner of the Common Stock
reported herein. OMI Quebec is the direct beneficial owner of
the Class A Voting Debentures reported herein. Onex, as the
direct owner of all of the outstanding capital stock of OMI
Quebec is an indirect beneficial owner of all such shares. Mr.
Schwartz is the indirect holder of all the issued and
outstanding Multiple Voting Shares of Onex, which are entitled
to elect sixty percent (60%) of the members of Onex's Board of
Directors and carry such number of votes in the aggregate as
represents 60% of the aggregate votes attached to all voting
shares of Onex and is thus an indirect beneficial owner of the
shares reported. In October 1994, Onex and OMI Quebec
purchased an aggregate $16,500,000 Can. convertible Non-Voting
Debentures. In July 1998 the Non-Voting Debentures were
converted into $8,794,000 Class A Voting Debentures and
$8,794,000 convertible Non-Voting Debentures which were owned
by Onex and OMI Quebec, respectively. In September 1998, the
Class A Voting Debentures were converted into 462,842 shares
of Common Stock and the Non-Voting Debentures were converted
into $8,794,000 Class A Voting Debentures.
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:
No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the shares reported hereunder.
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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Page 8 of 11 Pages
ITEM 10 CERTIFICATION:
Not applicable
<PAGE> 9
Page 9 of 11 Pages
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.
Date: November 25, 1998
ONEX CORPORATION
By: /s/ Donald W. Lewtas
---------------------------------
Name: Donald W. Lewtas
Title: Authorized Signatory
/s/ Donald W. Lewtas
---------------------------------
Authorized signatory for
Gerald W. Schwartz
OMI QUEBEC INC.
By: /s/ Ewout W. Heersink
---------------------------------
Name: Ewout W. Heersink
Title: Vice President
By: /s/ Glenn Wight
---------------------------------
Name: Glenn Wight
Title: Director
<PAGE> 10
Page 10 of 11 Pages
Index to Exhibits
<TABLE>
<CAPTION>
PAGE NO. IN SEQUENTIAL
EXHIBIT NUMBERING SYSTEM
- ------- ----------------
<S> <C> <C>
1. Joint Filing Agreement, dated November 25, 1998, among OMI
Quebec, Onex and Mr. Schwartz.
2. Power of Attorney incorporated by reference to the Amendment to Form 4
relating to Dura Automotive Systems, Inc., filed with the Securities
and Exchange Commission by Onex on September 10, 1996.
3. Power of Attorney incorporated by reference to the Amendment to Form 4
relating to Dura Automotive Systems, Inc., filed with the Securities
and Exchange Commission by Mr. Schwartz on September 10, 1996.
</TABLE>
<PAGE> 1
Page 11 of 11 Pages
Exhibit 1
AGREEMENT
JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree to file jointly the Statement on
Schedule 13G (the "Statement") relating to the Common Stock, $.01 par value per
share and the Class A Voting Debentures of Alliance Communications Corp., and
any further amendments thereto which may be deemed necessary pursuant to
Regulation 13D or G promulgated under Section 13 of the Securities Exchange Act
of 1934, as amended.
It is understood and agreed that a copy of this Agreement
shall be attached as an exhibit to the Statement, filed on behalf of each of the
parties hereto.
This Agreement may be executed in multiple counterparts, each
of which shall constitute an original, one and the same instrument.
IN WITNESS WHEREOF, each of the undersigned has executed this
Agreement as of the 25th day of November, 1998.
OMI QUEBEC INC.
By: /s/ Ewout Heersink
--------------------------------
Name: Ewout Heersink
Title: Vice President
By: /s/ Glenn Wight
--------------------------------
Name: Glenn Wight
Title: Director
ONEX CORPORATION
By: /s/ Donald W. Lewtas
--------------------------------
Name: Donald W. Lewtas
Title: Authorized Signatory
/s/ Donald W. Lewtas
--------------------------------
Authorized Signatory for
GERALD SCHWARTZ
