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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
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Bay Networks, Inc.
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(Name of Issuer)
5.25%, 05/15/03, Convertible Subordinated Debentures
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(Title of Class of Securities)
871609AA1
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(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*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 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).
Page 1 of 4 pages
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CUSIP No. 871609AA1 13G Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
A I M Management Group Inc., on behalf of itself and its wholly-owned
subsidiaries, A I M Advisors, Inc. and A I M Capital Management, Inc.
I.D. No. 74-1881407
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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5 SOLE VOTING POWER
NUMBER OF
SHARES -------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY N/A
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON ------------------------------------------------
8 SHARED DISPOSITIVE POWER
WITH
$1,300,000 par amount
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
$1,300,000 par amount
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.2%
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12 TYPE OF REPORTING PERSON*
HC
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 4 pages
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SCHEDULE 13G
Item 1(a) NAME OF ISSUER:
Bay Networks Inc.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
4401 Great America Parkway
Santa Clara, CA 95052-8185
Item 2(a) NAME OF PERSON FILING:
A I M Management Group Inc.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
11 Greenway Plaza, Suite 1919
Houston, Texas 77046
Item 2(c) CITIZENSHIP:
State of Delaware
Item 2(d) TITLE OF CLASS OF SECURITIES:
5.25%, 05/15/03, Convertible Subordinated Debentures
Item 2(e) CUSIP NUMBER:
871609AA1
Item 3 TYPE OF REPORTING PERSON:
Parent Holding Company, in accordance with section
240.13d-1(b)(ii)(G)
Item 4(a) AMOUNT BENEFICIALLY OWNED AS OF MARCH 31, 1996:
$1,300,000 par amount of convertible debt
Item 4(b) PERCENT OF CLASS:
1.2%
Item 4(c) DEEMED VOTING POWER AND DISPOSITION POWER:
(i) sole power to vote or to direct
the vote: N/A
(ii) shared power to vote or to direct
the vote: N/A
(iii) sole power to dispose or to direct
the disposition of: N/A
(iv) shared power to dispose or to direct
the disposition of: $1,300,000 par amount
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
This statement is being filed to report the fact that as of March 31,
1996, the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities.
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
N/A
Page 3 of 4 pages
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Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
A I M Advisors, Inc. and A I M Capital Management, Inc.,
Investment Advisers registered under Section 203 of the Investment
Advisers Act
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
N/A
Item 9 NOTICE OF DISSOLUTION OF A GROUP:
N/A
Item 10 CERTIFICATION:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
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.
Date: April 9, 1996 A I M Management Group Inc.
/s/ NANCY L. MARTIN
Nancy L. Martin
Assistant General Counsel and
Assistant Secretary
Page 4 of 4 pages
