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).
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SCHEDULE 13G
CUSIP NO. 39945C 10 9 Page 2 of 6 Pages
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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|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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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
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |X|
SHARES (See Instructions)
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
44.57%*
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12 TYPE OF REPORTING PERSON (See Instructions)
CO
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- --------
* 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.
<PAGE>
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.
<PAGE>
(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.
<PAGE>
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
<PAGE>
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
