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)
(Amendment No. 2)*
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)
June 20, 2000
(Date of event which requires filing of this statement)
(Continued on following pages)
(Page 1 of 11 Pages)
______________
*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 in the remainder of this cover page shall
not be deemed to be "filed" for purposes 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).
<PAGE>
CUSIP No. 19244C109 13D Page 2 of 11 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
63,668
SHARES _________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
11,412,200
OWNED BY _________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
63,668
REPORTING _________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
11,412,200
_______________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
11,475,868 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)
13.1%
_______________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_______________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 19244C109 13D Page 3 of 11 Pages
_______________________________________________________________________
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Sussex Capital Inc.
(formerly known as 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
54,668
SHARES _________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
11,412,200
OWNED BY _________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
54,668
REPORTING _________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
11,412,200
_______________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
11,475,868 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)
13.1%
_______________________________________________________________________
(14) TYPE OF REPORTING PERSON **
CO
_______________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 19244C109 13D Page 4 of 11 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
16,068
SHARES _________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
452,200
OWNED BY _________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
16,068
REPORTING _________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
452,200
_______________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
11,475,868 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)
13.1%
_______________________________________________________________________
(14) TYPE OF REPORTING PERSON **
CO
_______________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 19244C109 13D Page 5 of 11 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
20,452
SHARES _________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
4,270,000
OWNED BY _________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
20,452
REPORTING _________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
4,270,000
_______________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
11,475,868 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)
13.1%
_______________________________________________________________________
(14) TYPE OF REPORTING PERSON **
CO
_______________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 19244C109 13D Page 6 of 11 Pages
Item 1. Security and Issuer.
Item 1 is hereby amended and restated as follows:
The Schedule 13D filed on September 22, 1999 and amended by
Amendment No. 1 filed on January 20, 2000 (the "Schedule 13D"), by
(i) Michael U. Potter, a citizen of Canada ("Mr. Potter"); (ii) Sussex
Capital Inc., a corporation incorporated under the Canada Business
Corporations Act ("SCI") (formerly known as Potter, Alexander and
Associates Inc.); (iii) 3088-9372 Quebec Inc., a corporation incorporated
under the Quebec Corporation Act ("Quebec I"); and (iv) 9036-8747 Quebec
Inc., a corporation incorporated under the Quebec Corporation Act
("Quebec II", together with Mr. Potter, SCI, and Quebec I, the "Reporting
Persons"), relating to the shares of common stock, no par value (the
"Shares"), of Cognos Incorporated (the "Issuer"), a corporation
incorporated under the Canada Corporations Act, is hereby further amended
by this Amendment No. 2 to the Schedule 13D. The Issuer's principal
executive offices are located at 3755 Riverside Drive, P.O. Box 9707,
Station T, Ottawa, Ontario, Canada K1G 4K9.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
(a) As of June 20, 2000, the Reporting Persons may be deemed to
beneficially own, in the aggregate, 11,475,868 Shares representing
approximately 13.1% of the Shares outstanding (based on 87,366,527 Shares
outstanding on May 5, 2000 as reported in the Issuer's Form 10-K for the
fiscal year ended February 29, 2000). All numbers of Shares beneficially
owned listed below is stated as of June 20, 2000.
(i) Quebec II directly owns 20,452 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 1,000,000 Shares;
(b) 3539504 Canada Inc. ("Canada 14") directly owns 1,090,000 Shares;
(c) 3539555 Canada Inc. ("Canada 15") directly owns 1,090,000 Shares; and
(d) 3539571 Canada Inc. ("Canada 16") directly owns 1,090,000 Shares.
(ii) Quebec I directly owns 16,068 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 and Canada 11 possess direct beneficial ownership:
(a) 3539130 Canada Inc. ("Canada 10") directly owns 94,000 Shares; and
(b) 3539156 Canada Inc. ("Canada 11") directly owns 358,200 Shares.
<PAGE>
CUSIP No. 19244C109 13D Page 7 of 11 Pages
(iii) SCI directly owns 18,148 Shares. SCI 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 790,000 Shares;
(b) 3497704 Canada Inc. ("Canada 2") directly owns 850,000 Shares;
(c) 3539202 Canada Inc. ("Canada 3") directly owns 850,000 Shares;
(d) 3539211 Canada Inc. ("Canada 4") directly owns 850,000 Shares;
(e) 3539229 Canada Inc. ("Canada 5") directly owns 850,000 Shares;
(f) 3539334 Canada Inc. ("Canada 6") directly owns 850,000 Shares;
(g) 3539393 Canada Inc. ("Canada 7") directly owns 850,000 Shares; and
(f) 3539423 Canada Inc. ("Canada 8") directly owns 800,000 Shares.
Also, SCI, 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 may
be deemed to possess beneficial ownership.
(iv) Mr. Potter holds stock options to purchase 9,000 Shares,
exercisable at any time before April 15, 2003. Mr. Potter, as the sole
shareholder of SCI, may be deemed to own beneficially the Shares as to
which SCI 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.
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
63,668 Shares and shared voting and dispositive power over11,412,200
Shares.
(ii) SCI has sole voting and dispositive power over 54,668
Shares and shared voting and dispositive power over11,412,200 Shares.
(iii) Quebec I has sole voting and dispositive power over 16,068
Shares and shared voting and dispositive power over 452,200 Shares.
(iv) Quebec II has sole voting and dispositive power over
20,452 Shares and shared voting and dispositive power over 4,270,000
Shares.
<PAGE>
CUSIP No. 19244C109 13D Page 8 of 11 Pages
The voting and dispositive powers 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) The trading dates, number of Shares sold and the price per
Share for all transaction in the Shares by the Reporting Persons within
the last 60 days, which were all on the open market, are set forth in
Schedule II hereto and are incorporated herein by reference.
(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 (SCI,
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
<PAGE>
CUSIP No. 19244C109 13D Page 9 of 11 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: June 27, 2000
/s/ MICHAEL U. POTTER
Michael U. Potter, as an individual
SUSSEX CAPITAL INC.
By: /s/ MICHAEL U. POTTER
Michael U. Potter, as
President of Sussex Capital 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.
<PAGE>
CUSIP No. 19244C109 13D Page 10 of 11 Pages
SCHEDULE II
On April 27, 2000, Cognos Incorporated effected a two-for-one stock split
of its shares of common stock, no par value (the "Shares"). The number
of Shares sold listed below have been labeled "Pre" for pre-split sales
and "Post" for post-split sales.
Date of Transaction Number of Shares Price Per Share
Sold (in Canadian dollars (C$)
or U.S. dollars (US$))
Sales by 3497674 Canada Inc. (Canada 1)*
June 20, 2000 10,000 (Post) US$39.9375
June 20, 2000 25,000 (Post) US$40.2500
June 20, 2000 25,000 (Post) US$40.2500
Sales by 3539156 Canada Inc. (Canada 11)**
February 9, 2000 100,000 (Pre) C$102.50
Sales by 3539172 Canada Inc. (Canada 12)**
January 17, 2000 25,000 (Pre) C$83.0000
January 18, 2000 4,300 (Pre) C$85.5340
January 18, 2000 100 (Pre) C$85.5000
January 19, 2000 37,000 (Pre) C$88.8660
February 4, 2000 40,000 (Pre) US$71.3600
February 7, 2000 5,000 (Pre) US$71.0000
February 9, 2000 6,500 (Pre) US$71.0000
March 22, 2000 48,500 (Pre) US$71.2004
March 23, 2000 10,000 (Pre) US$76.2190
March 23, 2000 5,000 (Pre) US$79.0000
March 24, 2000 1,500 (Pre) US$81.5000
April 7, 2000 10,000 (Pre) US$74.3280
April 7, 2000 10,000 (Pre) US$75.0000
April 7, 2000 10,000 (Pre) US$75.3750
April 25, 2000 5,000 (Pre) US$70.3750
April 27, 2000 10,000 (Pre) US$70.3750
April 27, 2000 10,000 (Pre) US$71.0000
May 1, 2000 20,000 (Post) US$39.0190
May 1, 2000 5,000 (Post) US$39.1880
May 1, 2000 15,000 (Post) US$39.1250
May 1, 2000 3,000 (Post) US$39.3750
May 4, 2000 20,000 (Post) US$37.9380
June 2, 2000 20,000 (Post) US$39.5000
June 5, 2000 30,000 (Post) US$40.2190
June 5, 2000 50,000 (Post) US$40.9030
June 6, 2000 20,000 (Post) US$40.8750
June 9, 2000 2,600 (Post) US$39.8750
June 20, 2000 10,000 (Post) US$39.9380
<PAGE>
CUSIP No. 19244C109 13D Page 11 of 11 Pages
* Because Sussex Capital Inc. may be deemed to be a beneficial owner of
the Shares of which Canada 1 possess direct beneficial ownership, the
sales made by Canada 1 resulted in a change in certain Reporting Persons'
beneficial ownership of the Shares.
** Because 3088-9372 Quebec Inc. may be deemed to be a beneficial owner
of the Shares of which Canada 11 and Canada 12 possess direct beneficial
ownership, the sales made by Canada 11 and Canada 12 resulted in a change
in certain Reporting Persons' beneficial ownership of the Shares.
SRZNY\748808v1
