<PAGE> 1
Page 1 of 8 Pages
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Amendment No. 1
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Alliance Atlantis Communications Corp.
(Name of Issuer)
(Title of Class of Securities)
01855R 20 3
(CUSIP Number)
Exhibit Index on page 8
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CUSIP No. 01855R 20 3 13G Page 2 of 8 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
OWNED BY
EACH SHARED VOTING POWER
REPORTING 6
PERSON None
WITH
SOLE DISPOSITIVE POWER
7
None
SHARED DISPOSITIVE POWER
8
None
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
None
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
10
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11 0%
TYPE OF REPORTING PERSON*
12
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 01855R 20 3 13G Page 3 of 8 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
OWNED BY
EACH SHARED VOTING POWER
REPORTING 6
PERSON None
WITH
SOLE DISPOSITIVE POWER
7
None
SHARED DISPOSITIVE POWER
8
None
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
None
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
10
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11 0%
TYPE OF REPORTING PERSON*
12
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 01855R 20 3 13G Page 4 of 8 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
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING None
PERSON
WITH
SOLE DISPOSITIVE POWER
7
None
SHARED DISPOSITIVE POWER
8
None
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
None
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
10
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
0%
TYPE OF REPORTING PERSON*
12
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 5 of 8 Pages
The Statement on Schedule 13G relating to Alliance Atlantis Communications Corp.
(the "Company") is hereby amended to amend and restate the Items set forth below
to read as follows:
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
None.
ITEM 4 OWNERSHIP:
(a) Amount Beneficially Owned:
None.
(b) Percent of Class:
None.
(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:
0
(iii) Sole power to dispose or to direct the disposition
of:
0
(iv) Shared Power to dispose or to direct the disposition
of:
0
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
Convertible Unsecured Subordinated Debentures and $8,794,000
Convertible Non-Voting Debentures which were owned by Onex and
OMI Quebec, respectively. In September 1998, the Convertible
Unsecured Subordinated Debentures were converted into 462,842
Class A Voting Shares and the Convertible Non-Voting
Debentures were converted into $8,794,000 Convertible
Unsecured Subordinated Debentures. The Convertible Unsecured
Subordinated Debentures are convertible into Class A Voting
Shares. The Class A Voting Shares are not securities of a
class which is registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Act"). The
Class A Voting Shares are convertible into Class B Non-Voting
Shares, which are not "equity securities" as defined in
paragraph (i) of Rule 13d-1 of the Act. Therefore, the
ownership of such securities does not require disclosure
pursuant to Rule 13d-1 of the Act. This amendment is being
filed to correct the information previously reported and not
to report the acquisition or disposition of beneficial
ownership of a security.
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Page 6 of 8 Pages
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 hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities check the following.
[x]
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Page 7 of 8 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: February 15, 1999
ONEX CORPORATION
By:/s/ Donald W. Lewtas
-------------------------------
Name: Donald W. Lewtas
Title: Authorized Signatory
/s/ Donald W. Lewtas
-------------------------------
Donald W. Lewtas
Authorized signatory for
Gerald W. Schwartz
OMI QUEBEC INC.
By:/s/ Glenn Wight
-------------------------------
Name: Glenn Wight
Title: Director
By:/s/ Ewout Heersink
-------------------------------
Name: Ewout Heersink
Title: Vice President
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Page 8 of 8 Pages
Index to Exhibits
PAGE NO. IN SEQUENTIAL
EXHIBIT NUMBERING SYSTEM
- ------- ----------------
1. Joint Filing Agreement, dated November 25,
1998, between Onex, Mr. Schwartz and OMI
Quebec incorporated by reference to the
Schedule 13G relating to the Company, filed
with the Securities and Exchange Commission by
Onex, Mr. Schwartz and OMI Quebec on December
3, 1998.
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.