-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F4AdB2GSG4/nJmHpioBLVQKVfZS5FOLse+PuN5+V+WJJo8YMNzYt+9gIVt3+XBWO ymJP5XBe5YfktOlyaHtO2g== 0000950103-99-001013.txt : 19991119 0000950103-99-001013.hdr.sgml : 19991119 ACCESSION NUMBER: 0000950103-99-001013 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991118 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PLAINTREE SYSTEMS INC CENTRAL INDEX KEY: 0000943946 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44871 FILM NUMBER: 99760211 BUSINESS ADDRESS: STREET 1: 150 WELLS AVE CITY: NEWTON STATE: MA ZIP: 02159-3302 BUSINESS PHONE: 6172905800 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BCE INC CENTRAL INDEX KEY: 0000718940 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] STATE OF INCORPORATION: A8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1000 RUE DE LA GAUCHETIERE OUEST STREET 2: BUREAU 4100 CITY: MONTREAL QUEBEC CANA STATE: A8 BUSINESS PHONE: 5143977000 MAIL ADDRESS: STREET 1: 1000 RUE DE LA GAUCHETIERE OUEST STREET 2: BUREAU 4100 CITY: MONTREAL QUEBEC CANA STATE: A8 SC 13D/A 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) PLAINTREE SYSTEMS INC. (Name of Issuer) COMMON SHARES WITHOUT PAR VALUE (Title of Class of Securities) ----------------------- 72663E106 (Cusip Number) BCE INC. (Name of Persons Filing Statement) Marc J. Ryan Corporate Secretary BCE Inc. 1000 rue de la Gauchetiere Ouest, bureau 3700, Montreal (Quebec), H3B4Y7, Canada Tel No.: (514) 870-8777 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 3, 1999 (Date of Event which Requires Filing of this Statement) ----------------------- If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following: [ ] Check the following box if a fee is being paid with this statement: [ ] ================================================================================ Page 1 of 4 SCHEDULE 13D CUSIP No. 72663E106 - ---------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BCE Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o Not applicable (b) o 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o Not applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 1,539,702 8 SHARED VOTING POWER 9,000,000 9 SOLE DISPOSITIVE POWER 1,539,702 10 SHARED DISPOSITIVE POWER 9,000,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,539,702 Common Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o Not applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.4 percent 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SEC 1746 (9-88) 2 of 7 Page 2 of 4 BCE Inc. ("BCE") hereby amends and supplements its Report on Schedule 13D, originally filed on June 16, 1998 (the "Schedule 13D"), with respect to the purchase by Nortel Networks Corporation ("Nortel") of common shares without par value (the "Common Shares") of Plaintree Systems Inc. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D. Item 1. Security and Company. The response set forth in Item 1 of the Schedule 13D is hereby amended and supplemented by the following information: On November 3, 1999, Plaintree and Nortel entered into a memorandum of agreement (the "Agreement") pursuant to which Nortel committed to convert its Series II Shares into 9,000,000 Common Shares in connection with the acquisition by Targa Group Inc. ("Targa") of 49% of the Common Shares. The conversion is subject to, among other things, the approval of the shareholders of Plaintree of the acquisition by Targa of 49% of the Common Shares at a special meeting of shareholders to be held in December 1999. If the conversion occurs, Nortel will beneficially own approximately 14% of the outstanding Common Shares. Since BCE presently beneficially owns approximately 39.6% of the outstanding shares of Nortel common stock, BCE may be deemed to beneficially own the Common Shares beneficially owned by Nortel. For more information on the Agreement and the relationship between BCE and Nortel, see Amendment No. 1 to the Schedule 13D filed by Nortel on November 12, 1999 with respect to the transactions contemplated by the Agreement. Page 3 of 4 SIGNATURE After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: November 18, 1999 BCE INC. By: /s/ Marc J. Ryan ------------------------------------ Name: Marc J. Ryan Title: Corporate Secretary Page 4 of 4 -----END PRIVACY-ENHANCED MESSAGE-----