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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
PLAINTREE SYSTEMS INC.
(Name of Issuer)
COMMON SHARES
WITHOUT PAR VALUE
(Title of Class of Securities)
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72663E106
(Cusip Number)
BCE INC.
(Name of Persons Filing Statement)
Marc J. Ryan
Corporate Secretary
BCE Inc.
1000 rue de la Gauchetiere
Ouest, bureau 3700, Montreal
(Quebec), H3B4Y7, Canada
Tel No.: (514) 870-8777
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
November 3, 1999
(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this statement because of Rule 13d-1(b)(3) or (4), check the following: [ ]
Check the following box if a fee is being paid with this statement: [ ]
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SCHEDULE 13D
CUSIP No. 72663E106
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BCE Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
Not applicable (b) o
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) o
Not applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH 1,539,702
8 SHARED VOTING POWER
9,000,000
9 SOLE DISPOSITIVE POWER
1,539,702
10 SHARED DISPOSITIVE POWER
9,000,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,539,702 Common Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* o
Not applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4 percent
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
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BCE Inc. ("BCE") hereby amends and supplements its Report on Schedule 13D,
originally filed on June 16, 1998 (the "Schedule 13D"), with respect to the
purchase by Nortel Networks Corporation ("Nortel") of common shares without par
value (the "Common Shares") of Plaintree Systems Inc.
Unless otherwise indicated, each capitalized term used but not defined
herein shall have the meaning assigned to such term in the Schedule 13D.
Item 1. Security and Company.
The response set forth in Item 1 of the Schedule 13D is hereby amended and
supplemented by the following information:
On November 3, 1999, Plaintree and Nortel entered into a memorandum of
agreement (the "Agreement") pursuant to which Nortel committed to convert its
Series II Shares into 9,000,000 Common Shares in connection with the acquisition
by Targa Group Inc. ("Targa") of 49% of the Common Shares. The conversion is
subject to, among other things, the approval of the shareholders of Plaintree of
the acquisition by Targa of 49% of the Common Shares at a special meeting of
shareholders to be held in December 1999. If the conversion occurs, Nortel will
beneficially own approximately 14% of the outstanding Common Shares. Since BCE
presently beneficially owns approximately 39.6% of the outstanding shares of
Nortel common stock, BCE may be deemed to beneficially own the Common Shares
beneficially owned by Nortel. For more information on the Agreement and the
relationship between BCE and Nortel, see Amendment No. 1 to the Schedule 13D
filed by Nortel on November 12, 1999 with respect to the transactions
contemplated by the Agreement.
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: November 18, 1999
BCE INC.
By: /s/ Marc J. Ryan
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Name: Marc J. Ryan
Title: Corporate Secretary
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