-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OffJ2tO+zzojFymS6WgyVK8d4xamiwr2IA4bI1KGDotimqqtcQnjdZkSW/wKPBva i768nSRstqKAlGc/aobO4w== 0000908737-00-000062.txt : 20000224 0000908737-00-000062.hdr.sgml : 20000224 ACCESSION NUMBER: 0000908737-00-000062 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000223 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CGI GROUP INC CENTRAL INDEX KEY: 0001061574 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 000000000 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-56777 FILM NUMBER: 551471 BUSINESS ADDRESS: STREET 1: 1130 SHERBROOKE ST WEST STREET 2: 5TH FL CITY: MONTREAL QUEBEC CANA STATE: E6 BUSINESS PHONE: 5148413200 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IMBEAU ANDRE CENTRAL INDEX KEY: 0001093202 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O CGI GROUP INC STREET 2: 1130 SHERBROOKE STREET WEST 5TH FLOOR CITY: MONTREAL QUEBEC BUSINESS PHONE: 5148413200 MAIL ADDRESS: STREET 1: C/O CGI GROUP INC STREET 2: 1130 SHERBROOKE STREET WEST 5TH FLOOR CITY: MONTREAL QUEBEC SC 13G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CGI Group Inc. (Name of Issuer) Class A Subordinate Shares (Title of Class of Securities) 39945C109 (CUSIP Number) December 31, 1999 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-(c) [X] 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 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). 1 Name of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Andre Imbeau 2 Check the Appropriate Box If a Member of a Group (a) |_| (See Instructions) (b) |X| 3 SEC Use Only 4 Citizenship or Place of Organization Canada 5 Sole Voting Power Number of Shares Beneficially 1,934,847 Owned by Each Reporting Person With 6 Shared Voting Power 0 7 Sole Dispositive Power 196,311 8 Shared Dispositive Power 1,738,536 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,934,847 10 Check If the Aggregate Amount in Row (9) Excludes Certain Shares |X| (See Instructions) 11 Percent of Class Represented by Amount in Row (9) 1.6% 12 Type of Reporting Person (See Instructions) IN -2- Item 1(a). Name of issuer: CGI Group Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 1130 Sherbrooke Street West, 5th Floor, Montreal, Quebec, H3A 2M8 Item 2(a). Name of Person Filing: Andre Imbeau Item 2(b). Address of Principal Offices or, if None, Residence: c/o CGI Group, Inc., 1130 Sherbrooke Street West, 5th Floor, Montreal, Quebec, H3A 2M8 Item 2(c). Citizenship: Canada Item 2(d). Title of Class of Securities: Class A Subordinate Shares Item 2(e). CUSIP Number: 39945C109 Item 3. If the Statement is being filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the filing person is a: (a) [ ] Broker or dealer registered under section 15 of the Act. (b) [ ] Bank as defined in section 3(a)(6) of the Act. (c) [ ] Insurance company as defined in section 3(a)(19) of the Act. (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ] -3- Item 4. Ownership. The holdings reported herein are stated as of December 31, 1999. Mr. Imbeau may be deemed to have been the beneficial owner of more than 5% of the issuer's Class A Subordinate Shares upon the registration of such shares under the Securities Exchange Act of 1934, as amended, effective July 7, 1998. (a) Amount beneficially owned: 1,934,847 shares (including 1,738,536 shares issuable upon conversion of 1,738,536 of the issuer's Class B Shares (multiple voting) and 175,000 shares issuable upon the exercise of options exercisable within 60 days of December 31, 1999). By virtue of the Second Amended and Restated Options Agreement and Shareholders' Agreement among the issuer's Majority Shareholders, BCE and Bell Canada, Mr. Imbeau may be considered to be the beneficial owner of shares beneficially owned by Serge Godin, Jean Brassard and BCE, Inc. As of December 31, 1999, (i) Mr. Godin was understood to be the beneficial owner of 11,697,228 shares (including 11,503,676 shares issuable upon conversion of 11,503,676 of the issuer's Class B Shares (multiple voting) and 100,000 shares issuable upon the exercise of options exercisable within 60 days of December 31, 1999); (ii) Mr. Brassard was understood to be the beneficial owner of 866,684 shares (including 667,248 shares issuable upon conversion of 667,248 of the issuer's Class B Shares (multiple voting) and 175,000 shares issuable upon the exercise of options exercisable within 60 days of December 31, 1999); and (iii) BCE was understood to be the beneficial owner of 60,014,192 shares (including 3,513,803 shares issuable upon conversion of 3,513,803 of the issuer's Class B Shares (multiple voting)). Mr. Imbeau disclaims beneficial ownership of such shares. (b) Percent of class: 1.6% (55.1% including shares as to which beneficial ownership is disclaimed, as described above)
(c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: 1,934,847 shares (ii) Shared power to vote or direct the vote: 0 shares (iii) Sole power to dispose or to direct the disposition of: 196,311 shares (iv) Shared power to dispose or to direct the disposition of: 1,738,536 shares
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 had ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. -4- Item 6. Ownership of More than Five Percent on Behalf of Another Person. The shares identified in Item 4 include shares indirectly beneficially owned in a trust for the benefit of members of Mr. Imbeau's family. 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. Not applicable. -5- 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 21, 2000 (Date) /s/ Andre Imbeau (Signature) Andre Imbeau (Name/Title) Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) -6- -----END PRIVACY-ENHANCED MESSAGE-----