SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
Cognos Incorporated
(Name of Issuer)
Common Stock
(Title of Class of Securities)
19244C109
(CUSIP Number)
Michael U. Potter
Sussex Capital Inc.
Sixty-Two John Street,
Ottawa, Ontario, Canada K1M 1M3 613-741-7970
(Name, address and telephone number of person
authorized to receive notices and communications)
September 13, 1999
(Date of event which requires filing of this statement)
(Continued on following pages)
(Page 1 of 13 Pages)
CUSIP No. 19244C109 13D Page 2 of 13 Pages
_____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Michael U. Potter
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
OO See Item 3.
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
32,978
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
6,752,000
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
32,978
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
6,752,000
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
6,784,978 See Item 5.
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
15.7%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 19244C109 13D Page 3 of 13 Pages
_____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Potter Alexander and Associates Inc.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
OO See Item 3.
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
28,478
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
6,752,000
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
28,478
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
6,752,000
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
6,784,978 See Item 5.
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
15.7%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
CO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 19244C109 13D Page 4 of 13 Pages
_____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
3088-9372 Quebec Inc.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
OO See Item 3.
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
8,034
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
1,242,000
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
8,034
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,242,000
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
6,784,978 See Item 5.
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
15.7%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
CO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 19244C109 13D Page 5 of 13 Pages
_____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
9036-8747 Quebec Inc.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
OO See Item 3.
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
11,370
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
2,135,000
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
11,370
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
2,135,000
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
6,784,978 See Item 5.
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
15.7%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
CO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 19244C109 13D Page 6 of 13 Pages
Item 1. Security and Issuer.
This statement relates to the shares of common stock, no par value
(the "Shares"), of Cognos Incorporated (the "Issuer"), incorporated under the
Canada Corporations Act. The Issuer's principal executive offices are located
at 3755 Riverside Drive, P.O. Box 9707, Station T, Ottawa, Ontario, Canada.
Item 2. Identity and Background.
(a)-(c) and (f) This statement is filed jointly pursuant to Rule
13d-(1)(k) by:
(i) Michael U. Potter ("Mr. Potter"), a citizen of Canada;
(ii) Potter, Alexander and Associates Inc. ("PAAI"), a
corporation incorporated under the Canada Business Corporations Act, wholly-
owned by Mr. Potter;
(iii) 3088-9372 Quebec Inc. ("Quebec I"), a corporation
incorporated under the Quebec Corporation Act and a wholly-owned subsidiary of
PAAI; and
(iv) 9036-8747 Quebec Inc. ("Quebec II"), a corporation
incorporated under the Quebec Corporation Act and a wholly-owned subsidiary of
PAAI.
The foregoing persons are hereinafter sometimes collectively referred
to as the "Reporting Persons." Any disclosures herein with respect to persons
other than the Reporting Persons are made on information and belief after
making inquiry to the appropriate party. A copy of the joint filing agreement
among the Reporting Person is attached as Exhibit 1.
The address of the principal office of:
(i) Mr. Potter is Sixty-Two John Street, Ottawa, Ontario Canada,
K1M 1M3.
(ii) Quebec I and Quebec II is 200 Montcalm Street, Hull, Quebec,
Canada J8Y 3B5.
(iii) PAAI is 1301 Weber Centre, 5555 Calgary Trail Stbd.,
Edmonton, Alberta, Canada T6H 5P9.
The principal business of PAAI, Quebec I and Quebec II is to engage
in the business of investing in securities. Mr. Potter's present principal
occupation is serving as the President of PAAI.
CUSIP No. 19244C109 13D Page 7 of 13 Pages
Pursuant to General Instruction C of Schedule 13D, the names,
business addresses, principal occupation, and citizenship of the executive
officers and directors of the Reporting Persons who are corporations are set
forth in Schedule I attached hereto and are incorporated by reference.
(d) None of the Reporting Persons and their respective executive
officers and directors, as appropriate, have, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons and their respective executive
officers and directors, as appropriate, have, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was, or is subject to, a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds and Other Consideration.
The Shares owned directly by PAAI were purchased from the Issuer in
the following transactions: (1) on September 1, 1978, PAAI purchased 6,886
Shares for $206,580.00, (2) on September 2, 1980, PAAI purchased 3,415 Shares
for $128,062.50, and (3) on January 15, 1981, PAAI purchased 7,940 Shares for
$119,100.00. Over the years, there had been several stock splits resulting in
PAAI owning 2,996,226 Shares. On June 19, 1995, PAAI transferred 534,868
Shares to Quebec I. In 1996, another 3 to 1 stock split resulted in PAAI
owning 7,384,074 Shares. On June 21, 1996, PAAI transferred 1,333,400 Shares
to Quebec I and 2,666,600 Shares to Quebec II.
Quebec I initially acquired 534,868 Shares from PAAI on June 19,
1995 for consideration consisting of a note in the amount of $93,406.28 and 100
shares of its common shares. The Shares underwent a 3 to 1 split in 1996. On
June 21, 1996, Quebec I acquired 1,333,400 Shares from PAAI for consideration
consisting of a promissory note in the amount of $77,602.88 and 100 shares of
its common shares.
Quebec II initially acquired 2,666,600 Shares from PAAI on June 21,
1996 for consideration consisting of a promissory note in the amount of
$155,195.12 and 456,000 shares of its common shares.
Item 4. Purpose of the Transaction.
The Reporting Persons hold the Shares for investment. Although the
Reporting Persons hold the Shares for investment purposes, the Reporting
Persons may pursue discussions with management to maximize long-term value for
shareholders. Each of the Reporting Persons may make further purchases of
Shares from time to time and may dispose of any or all of the Shares held by
him or it at any time. None of the Reporting Persons has any plans or
proposals which relate to, or could result in, any of the matters referred to
in paragraphs (b) through (j), inclusive, of Item 4 of the Schedule 13D. Each
of the Reporting Persons may, at any time and from time to time, review or
reconsider his or its position and formulate plans or proposals with respect
thereto, but has no present intention of doing so.
CUSIP No. 19244C109 13D Page 8 of 13 Pages
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons may be deemed to beneficially own, in the
aggregate, 6,784,978 Shares representing approximately 15.7% of the Shares
outstanding (based on 43,214,233 Shares outstanding as reported in the Issuer's
Form 10-Q for the period ending June 30, 1999).
(i) Quebec II directly owns 11,370 Shares. Quebec II also is a holder
of 50% of the voting power of the following corporations and, accordingly, may
be deemed to own beneficially (as that term is defined in Rule 13d-3 under the
Exchange Act) the Shares as to which Canada 13 through Canada 16 possess direct
beneficial ownership:
(a) 3497801 Canada Inc. ("Canada 13") directly owns 500,000 Shares;
(b) 3539504 Canada Inc. ("Canada 14") directly owns 545,000 Shares;
(c) 3539555 Canada Inc. ("Canada 15") directly owns 545,000 Shares; and
(d) 3539571 Canada Inc. ("Canada 16") directly owns 545,000 Shares.
(ii) Quebec I directly owns 8,034 Shares. Quebec I also is a holder
of 50% of the voting power of the following corporations and, accordingly, may
be deemed to own beneficially the Shares as to which Canada 10 through Canada
12 possess direct beneficial ownership:
(a) 3539130 Canada Inc. ("Canada 10") directly owns 47,000 Shares;
(b) 3539156 Canada Inc. ("Canada 11") directly owns 385,000 Shares; and
(c) 3497172 Canada Inc. ("Canada 12") directly owns 810,000 Shares.
(iii) PAAI directly owns 9,074 Shares. PAAI also is a holder of 50%
of the voting power of the following corporations and, accordingly, may be
deemed to own beneficially the Shares to which Canada 1 through Canada 8
possess direct beneficial ownership:
(a) 3497674 Canada Inc. ("Canada 1") directly owns 425,000 Shares;
(b) 3497704 Canada Inc. ("Canada 2") directly owns 425,000 Shares;
(c) 3539202 Canada Inc. ("Canada 3") directly owns 425,000 Shares;
(d) 3539211 Canada Inc. ("Canada 4") directly owns 425,000 Shares;
(e) 3539229 Canada Inc. ("Canada 5") directly owns 425,000 Shares;
(f) 3539334 Canada Inc. ("Canada 6") directly owns 425,000 Shares;
(g) 3539393 Canada Inc. ("Canada 7") directly owns 425,000 Shares; and
(f) 3539423 Canada Inc. ("Canada 8") directly owns 400,000 Shares.
Also, PAAI, as the sole shareholder of Quebec I and Quebec II may be deemed to
own beneficially the Shares to which Quebec I and Quebec II possess direct
beneficial ownership.
(iv) Mr. Potter holds stock options to purchase 4,500 Shares,
exercisable at any time before April 15, 2003. Mr. Potter as the sole
shareholder of PAAI may be deemed to own beneficially the Shares as to which
PAAI possesses direct beneficial ownership. He may also be deemed to own
beneficially the Shares as to which Quebec I, Quebec II and Canada 1 through
Canada 16 posses direct beneficial ownership.
CUSIP No. 19244C109 13D Page 9 of 13 Pages
The Reporting Persons disclaim the existence of a group with Canada 1
through Canada 16. Except as described herein, the Reporting Persons have no
contracts, arrangements, understanding or relations (legal or otherwise) with
Canada 1 through Canada 16 or with any other person with respect to the Shares,
including but not limited to the transfer or voting of any of the Shares. Each
of Canada 1 through Canada 16 do not beneficially own more than 5 percent of
the Issuer's Shares, and accordingly, do not have an obligation under Section
13(d) to file a beneficial ownership report.
(b) (i) Mr. Potter has sole voting and dispositive power over 32,978
Shares and shared voting and dispositive power over 6,752,000 Shares.
(ii) PAAI has sole voting and dispositive power over 28,478 Shares
and shared voting and dispositive power over 6,752,000 Shares.
(iii) Quebec I has sole voting and dispositive power over 8,034 Shares
and shared voting and dispositive power over 1,242,000 Shares.
(iv) Quebec II has sole voting and dispositive power over 11,370
Shares and shared voting and dispositive power over 2,135,000 Shares.
The voting and dispositive power over the Shares held by Canada 1
through Canada 16 are shared with The Windsor Trust, a trust that resides in
Barbados, who holds 50% of the voting shares of Canada 1 through Canada 16.
The Windsor Trust was organized under the laws of Barbados and its business
address is Royal Bank House, The Garrison, St.-Michael, Barbados. Mr. Potter
is neither the settlor, the trustee nor the beneficiary of The Windsor Trust.
(c) On September 13, 1999, Canada 11 sold 425,000 Shares for $29.50 (in
Canadian dollars) per Share on the open market. Because Quebec I may be deemed
to be a beneficial owner of the Shares of which Canada 11 possess direct
beneficial ownership,
the sale of 425,000 Shares by Canada 11 results in a change in the Reporting
Persons' beneficial ownership of the Shares.
(d) Each of the Reporting Persons have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
Shares directly owned by it. The Reporting Persons, as holder of 50% of the
voting shares of Canada 1 through Canada 16 (PAAI, Quebec I and Quebec II
directly and Mr. Potter, indirectly), may have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the Shares held by Canada 1 through Canada 16.
The Windsor Trust, as a holder of 50% of the voting shares of Canada 1
through Canada 16, may have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Shares held by
Canada 1 through Canada 16.
(e) Not applicable
CUSIP No. 19244C109 13D Page 10 of 13 Pages
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Mr. Potter as sole shareholder and as President of PAAI, controls
the investment decisions of PAAI. Through PAAI, Mr. Potter also has indirect
control over the investment decisions of Quebec I and Quebec II. By virtue of
the relationship among the Reporting Persons as described herein, the Reporting
Persons may be deemed to be a group under Section 13(d).
Pursuant to Rule 13d-1(k), the Reporting Person have entered into
an agreement with respect to the joint filing of this statement and any
amendment or amendments hereto, which is attached hereto as Exhibit 1 and is
incorporated herein by reference.
Except as described herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 hereof and between such persons and any person with respect to any
securities of the Issuer, including but not limited to transfer or voting of
any other securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
There is filed herewith as Exhibit 1 a written agreement relating
to joint filing as required by Rule 13d-1(k).
CUSIP No. 19244C109 13D Page 11 of 13 Pages
SIGNATURES
After reasonable inquiry and to the best of knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
DATED: September 22, 1999
/s/ MICHAEL U. POTTER
Michael U. Potter
POTTER, ALEXANDER AND ASSOCIATES INC.
By: /s/ MICHAEL U. POTTER
Michael U. Potter, as
President of Potter, Alexander
and Associates Inc.
3088-9372 QUEBEC INC.
By: /s/ PIERRE DUFOUR
Pierre Dufour, as President and
Secretary of 3088-9372 Quebec Inc.
9036-8747 QUEBEC INC.
By: /s/ PIERRE DUFOUR
Pierre Dufour, as President and
Secretary of 9036-8747 Quebec Inc.
CUSIP No. 19244C109 13D Page 12 of 13 Pages
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13D-1(k)
Michael U. Potter, Potter, Alexander and Associates Inc., 3088-9372 Quebec
Inc. and 9036-8747 Quebec Inc. each hereby agrees that this Schedule 13D filed
herewith and any amendments thereto relating to the holding of shares of
Common Stock of Cognos Incorporated is filed jointly on behalf of such person.
DATED: September 22, 1999
/s/ MICHAEL U. POTTER
Michael U. Potter
POTTER, ALEXANDER AND ASSOCIATES INC.
By: /s/ MICHAEL U. POTTER
Michael U. Potter, as
President of Potter, Alexander
and Associates Inc.
3088-9372 QUEBEC INC.
By: /s/ PIERRE DUFOUR
Pierre Dufour, as President and
Secretary of 3088-9372 Quebec Inc.
9036-8747 QUEBEC INC.
By: /s/ PIERRE DUFOUR
Pierre Dufour, as President and
Secretary of 9036-8747 Quebec Inc.
CUSIP No. 19244C109 13D Page 13 of 13 Pages
Schedule I
Executive Officers and Directors
(i) Potter, Alexander and Associates ("PAAI")
Michael U. Potter is President of PAAI and serves as one of its three
directors. He is a Canadian citizen. His business address is Sixty-Two John
Street, Ottawa, Ontario, Canada, K1M 1M3.
Alan Potter serves as a director of PAAI and is a Canadian citizen. His
business address 625 York Place, Victoria, British Columbia, Canada V8R 5X2.
Anthony D. Richard serves as a director of PAAI and is a Canadian
citizen. His business address is 1301 Weber Centre, 555 Calgary Trail Stbd,
Edmonton, Alberta, Canada T6H 4J9.
(ii) 3088-9372 Quebec Inc. and 9036-8747 Quebec Inc.
Pierre Dufour is the sole director and President and Secretary of 3088-
9372 Quebec Inc. and 9036-8747 Quebec Inc. and is a Canadian citizen. His
business address is 200 Montcalm Street, Hull, Quebec, Canada J8Y 3B5.
