SC 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
SHAW COMMUNICATIONS INCORPORATED
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(NAME OF ISSUER)
CLASS B SHARES
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(TITLE OF CLASS OF SECURITIES)
82028K200
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(CUSIP NUMBER)
December 31,2004
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(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 reminder 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).
SCHEDULE 13G
CUSIP No. 82028K200
1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(entities only)
JARISLOWSKY, FRASER LIMITED
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(see instructions) (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 14,129,833
OWNED BY EACH 6 SHARED VOTING POWER
REPORTING 2,551,470
PERSON WITH 7 SOLE DISPOSITIVE POWER
16,681,303
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,681,303
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)
7.61%
12 TYPE OF REPORTING PERSON (See Instructions)
IA
SCHEDULE 13G
This statement on Schedule 13G (this "Statement") is being filed by
Jarislowsky, Fraser Limited ("JFL") and relates to the Class B Shares
(the "Class B Stock") of Shaw Communications Inc. (the "Issuer"). JFL
is a registered investment adviser and has discretionary authority with
respect to the investments of, and acts as agent for, its clients. The
Class B Stock reported in this Statement as beneficially owned by JFL as
of December 31, 2004 is held in JFL's client accounts and the filing of
this Statement shall not be construed as an admission that JFL (or any of
its prinicpals) is, for purposes of Section 13 of the Exchange Act, the
beneficial owner of such securities.
ITEM 1(A). NAME OF ISSUER:
Shaw Communications Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINICPAL OFFICES:
630 - 3rd Avenue S.W.
Suite 900
Calgary, AB
T2P 4L4
Canada
ITEM 2(A). NAME OF PERSON FILING:
Jarislowsky, Fraser Limited
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
1010 Sherbrooke St. West
Suite 2005
Montreal, Quebec
H3A 2R7
Canada
ITEM 2(C). CITIZENSHIP:
Canada
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Class B Shares
ITEM 2(E). CUSIP NUMBER:
82028K200
ITEM 3. THIS SATEMENT IS BEING FILED PURSUANT TO RULE 13(d)-1(b)
BECAUSE THE REPORTING PERSON FILING IS AS FOLLOWS:
(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
ss.240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance with ss.240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with ss.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 ss.240.13d-1(b)(1)(ii)(J).
If this statment is filed pursuant toss.240.13d-1(c), check this
box [ ].
ITEM 4. OWNERSHIP:
PROVIDE THE FOLLOWING INFORMATION REGARDING THE AGGREGATE
NUMBER AND PERCENTAGE OF THE CLASS OF SECURITIES OF THE
ISSUER IDENTIFIED IN ITEM 1.
(a) Amount beneficially owned: 16,681,303
(b) Percent of class: 7.61%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
14,129,833
(ii) Shared power to vote or to direct the vote:
2,551,470
(iii) Sole power to dispose or to direct
the disposition of:
16,681,303
(iv) Shared power to dispose or to direct
the dispostion of:
0
NOTE: As at January 31, 2005:
(a) Amount beneficially owned: 16,832,815
(b) Percent of class: 7.68%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
14,284,845
(ii) Shared power to vote or to direct the vote:
2,547,970
(iii) Sole power to dispose or to direct
the disposition of:
16,832,815
(iv) Shared power to dispose or to direct
the dispostion of:
0
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
Clients of JFL have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from sale of,
the Common Stock reported as beneficially owned by JFL. No
client of JFL beneficially owns more than five percent of
Issuer's Common 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.
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.
Dated February 11, 2005
Jarislowsky, Fraser Limited
BY: /s/ Erin P. O'Brien
---------------------------------
Name: Erin P. O'Brien
Title: Compliance Officer & Partner