-----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, GA2+7BSxc564yItKOiDaSiAs2PmfCJWZs6ZG4XU0uXpAXVXHgM+YMKYsHRQptNlJ Cov9Q4FKN0YfeDEm5nHhQw== 0000947871-99-000419.txt : 19990923 0000947871-99-000419.hdr.sgml : 19990923 ACCESSION NUMBER: 0000947871-99-000419 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990922 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: 99715274 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: BCE INC CENTRAL INDEX KEY: 0000718940 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] STATE OF INCORPORATION: A8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1000 RUE DE LA GAUCHETIERE OUEST STREET 2: BUREAU 4100 CITY: MONTREAL QUEBEC CANA STATE: A8 BUSINESS PHONE: 5143977000 MAIL ADDRESS: STREET 1: 1000 RUE DE LA GAUCHETIERE OUEST STREET 2: BUREAU 4100 CITY: MONTREAL QUEBEC CANA STATE: A8 SC 13G/A 1 AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SCHEDULE 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) 39945C 10 9 (CUSIP Number) - -------------------------------------------------------------------------------- (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-1(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 he disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deem 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. 39945C 10 9 Page 2 of 6 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BCE Inc. I.R.S. Employer Identification No. - Not applicable - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Canada - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF SHARES 59,833,798 BENEFICIALLY -------------------------------------------------- OWNED BY 6 SHARED VOTING POWER EACH None REPORTING -------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH 59,833,798 -------------------------------------------------- 8 SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,833,798 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |X| SHARES (See Instructions) - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 44.57%* - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- - -------- * BCE owns Class A and Class B shares. The Class B shares are convertible into an equivalent number of Class A shares. Calculation was based on total amount of Class A shares owned after conversion of the Class B shares, over the total amount of Class A shares outstanding plus the Class B shares owned by BCE that are convertible into Class A shares. Schedule 13G 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, Canada H3A 2M8 Item 2 (a) Name of Person Filing: BCE Inc. Item 2 (b) Address of Principal Business Office: 1000, rue de La Gauchetiere Quest Bureau 3700 Montreal, Quebec, Canada H3B 4Y7 Item 2 (c) Citizenship: Canada Item 2 (d) Title of Class of Securities: Class A Subordinate Shares Item 2 (e) CUSIP Number 39945C 10 9 Item 3 Not applicable. Item 4 Ownership The holdings reported herein are stated as of September 17, 1999. BCE was 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: 59,833,798 shares (including 3,477,366 shares issuable upon conversion of 3,477,366 of the issuer's Class B shares held by BCE) BCE Inc. and Bell Canada, a subsidiary of BCE, are parties to a Second Amended and Restated Options and Shareholders' Agreement dated, November 18, 1998 with the Messrs. Serge Godin, Andre Imbeau and Jean Brassard, each an executive officer of CGI. Pursuant to such agreement, as long as BCE and/or any of its wholly-owned subsidiaries holds at least 20% of the outstanding share capital of CGI, Messrs. Godin, Imbeau and Brassard will vote their shares in order to elect three BCE nominees to the board of CGI. BCE also has rights with respect to various corporate actions, including: certain extraordinary transactions, non-arm's length transactions with affiliates, the appointment or replacement of the Chief Executive Officer, Chief Operating Officer or the Chief Financial Officer. Such agreement may result in BCE being considered a member of a group with Messrs. Godin, Imbeau and Brassard under Rule 13d-5. Messrs. Godin, Imbeau and Brassard are the three majority shareholders in CGI's capital. They jointly hold 16,860,562** Class A shares (including 15,866,825 Class A shares issuable upon conversion of 15,886,825 Class B shares and 765,200 Class A shares issuable upon the exercise of options. BCE disclaims beneficial ownership of such shares. (b) Percent of Class: 44.57% (58.62% including shares to which beneficial ownership disclaimed) (c) Number of Shares as to which such person has: (i) Sole power to vote or to direct the vote: 59,833,798 (ii) Shared power to vote or to direct the vote: none (iii) Sole power to dispose or to direct the disposition of: 59,833,798 (iv) Shared power to dispose or to direct the disposition of: none Item 5 Ownership of Five Percent or Less of a Class: Not Applicable - -------- ** Represents ownership as of December 31, 1998 as reported in Schedule 13G filings made by Messrs. Godin, Imbeau and Brassard on September 7, 1999. Item 6 Ownership of More than Five Percent on Behalf of Another Person: Not Applicable Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: 59,833,798 of the CGI Group Inc. Class A Subordinate Shares covered by this Schedule 13G are registered in the name of 3588513 Canada, a wholly-owned subsidiary of BCE Inc. 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 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. Dated: September 22, 1999 /s/ Marc J. Ryan ---------------------------------- Signature Marc J. Ryan Vice-President, Associate General Counsel and Corporate Secretary -----END PRIVACY-ENHANCED MESSAGE-----