UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
724 Solutions Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
81788Q100
(CUSIP Number)
December 21, 2000
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
X Rule 13d-1(b)
Rule 13d-1(c)
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 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).
CUSIP No. 81788Q100
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Bank of Montreal IRS ID No.
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization Canada
Number of Shares
Beneficially by Owned by Each
Reporting
Person With: 5.Sole Voting Power 3,938,570
6.Shared Voting Power 0
7.Sole Dispositive Power 3,938,570
8.Shared Dispositive Power 0
9.Aggregate Amount Beneficially Owned by Each Reporting Person 3,938,570
10.Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
11.Percent of Class Represented by Amount in Row (11) 10.0
12.Type of Reporting Person (See Instructions)
BK - Bank of Montreal has received no-action relief
from the SEC to file as a "Qualified Institutional Investor."
Item 1.
(a) 724 Solutions Inc.
(b) 4101 Yonge Street, Suite 702, Toronto, Ontario, Canada A6 00000
Item 2.
(a) Bank of Montreal
(b) First Canadian Place, Toronto, Ontario, Canada M5X 1A1
(c) Canada
(d) Common Stock, no par value
(e) CUSIP No. 00081788Q
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-1(b) or (c), check whether the person filing is a:
(a) Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) XBank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) An employee benefit plan or endowment fund in accordance with
Section 240.13d- 1(b)(1)(ii)(F);
(g) A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G);
(h) A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) A church plan that is excluded from the definition of an investment
company tinder section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 3,938,570
(b) Percent of class: 10.0
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 3,938,570
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 3,938,570
(iv) Shared power to dispose or to direct the disposition of 0
Instruction. For computations regarding securities which represent a right to
acquire an underlying security see Section 240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following
Instruction: Dissolution of a group requires a response to this item.
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
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose 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.
January 10, 2001
Sharon Sandall,
Senior Assistant Secretary
Reporting Person
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than
an executive officer or general partner of the filing person, evidence of
the representative's authority to sign on behalf of such person shall be
filed with the statement, provided, however, that a power of attorney for
this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who
signs the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section
240.13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
