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As filed with the Securities and Exchange Commission on January 3, 2003

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14D-1F

(RULE 14d-102)

TENDER OFFER STATEMENT PURSUANT TO RULE 14d-1(b)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)

COGNICASE INC.
(Name of Subject Company (Issuer))

Québec, Canada
(Jurisdiction of Subject Company's (Issuer's) Incorporation or Organization)

CGI GROUP INC.
(Bidder)

Common Shares, no par value
(Title of Class of Securities)

192 423 101
(CUSIP Number of Class of Securities (if Applicable))

Jean-René Gauthier, Esq.
McCarthy Tétrault LLP
Windsor Tower, 5th Floor
1170 Peel Street
Montréal Québec
Canada H3B4S8
(514) 397-4299
 (Name, Address (Including Zip Code) and Telephone Number(Including Area Code)
of Person(s) Authorized to Receive Notices and Communications on Behalf of Bidder)

Copies to:
Robert J. Grammig, Esq.
Holland & Knight LLP
400 North Ashley Drive
Suite 2300
Tampa, Florida 33602
(813) 227-8500

December 6, 2002(1)
(Date Tender Offer First Published, Sent or Given to Security Holders)

CALCULATION OF FILING FEE

Transaction Valuation
   Amount of Filing Fee
US$44,990,000.00(2)   US$8,998.00(2)
(1)
The Tender Offer was first published in Canada on December 6, 2002.
(2)
The fee has been calculated pursuant to general instruction II.C(1) to Schedule 14D-1F, based on approximately 20,000,000 shares, the number of common shares outstanding of COGNICASE INC. in the United States and Cdn. $4.05 the average of the high and low prices reported on the Toronto Stock Exchange for common shares of COGNICASE INC. on December 27, 2002, divided by 1.5683 the noon buying rate in New York City on December 27, 2002 for cable transfers in Canadian dollars as certified by the Federal Bank of New York.

ý
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offering fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid: $7,920.20   Registration No.:
Filing Party: CGI Group Inc.   Date Filed: December 9, 2002
Form: 14D-1F    


PART I

INFORMATION REQUIRED TO BE SENT TO SHAREHOLDERS

Item 1. Home Jurisdiction Documents

a.
Offer and Circular dated as of December 6, 2002, including the Letter of Transmittal and Notice of Guaranteed Delivery.(1)

b.
Notice of Change and Variation of the Offer to Purchase dated December 16, 2002, including the Amended Letter of Transmittal and Amended Notice of Guaranteed Delivery.(2)

c.
Notice of Change and Variation of the Offer to Purchase dated December 18, 2002.(3)

d.
Notice of Change and Variation of the Offer to Purchase dated January 1, 2003.


Item 2. Informational Legends

a.
See the inside cover page of the Offer and Circular dated as of December 6, 2002.(1)

b.
See the inside cover page of the Notice of Change and Variation of the Offer to Purchase dated December 16, 2002.(2)

c.
See the inside cover page of the Notice of Change and Variation of the Offer to Purchase dated December 18, 2002.(3)

d.
See the inside cover page of the Notice of Change and Variation of the Offer to Purchase dated January 1, 2003.
(1)
Previously filed with the bidder's Schedule 14D-1F (File No. 005-50642) filed December 9, 2002.

(2)
Previously filed with the bidder's Amendment No. 1 to Schedule 14D-1F (File No. 005-50642) filed December 17, 2002.

(3)
Previously filed with the bidder's Amendment No. 2 to Schedule 14D-1F (File No. 005-50642) filed December 24, 2002.

        This document is important and requires your immediate attention. If you are in any doubt as to how to deal with it, you should consult your investment dealer, stockbroker, bank manager, lawyer or other professional advisor.

        No securities commission or similar authority in Canada has in any way passed upon the merits of the securities offered hereunder and any representation to the contrary is an offence. Information has been incorporated by reference in the Offer and Circular from the documents filed with securities commissions or similar authorities in Canada (the permanent information record in Québec), copies of which may be obtained upon request without charge from the Secretary of CGI Group Inc. at 1130 Sherbrooke Street West, Montreal, Québec H3A 2M8 (514) 841-3200.

LOGO

CGI GROUP INC.

NOTICE OF CHANGE AND VARIATION
OF THE OFFER TO PURCHASE
all of the outstanding common shares of

COGNICASE INC.

on the revised basis of, at the option of the holder, for each Cognicase Share,

Cdn. $4.50 cash
or
0.6311 Class A Subordinate Shares of CGI Group Inc.,

or any combination thereof,
subject to the maximum aggregate cash consideration and maximum aggregate share consideration
(and corresponding pro-ration) set out in the Offer

        CGI Group Inc. ("CGI" or the "Offeror") hereby gives notice that it is amending its offer dated December 6, 2002 to purchase all of the outstanding common shares (the "Cognicase Shares") of Cognicase Inc. ("Cognicase"), as amended pursuant to notices of change and variation dated December 16, 2002 and December 18, 2002 (the "Offer"), in order to (i) increase the consideration payable under the Offer to $4.50 cash and to 0.6311 CGI Shares (as defined in the Offer) per Cognicase Share; (ii) increase the Maximum Cash Consideration (as defined in the Offer) to an amount in cash equal to 56% of the total consideration payable pursuant to the Offer on any Take-Up Date (as defined in the Offer); (iii) decrease the Maximum Share Consideration (as defined in the Offer) to such number of CGI Shares of the Offeror having an aggregate value equal to 44% of the total consideration payable pursuant to the Offer on any Take-Up Date; and (iv) modify certain conditions of the Offer.

        CGI has entered into a support agreement with Cognicase dated January 1, 2003, pursuant to which Cognicase has undertaken to support CGI's revised Offer and recommend the acceptance of such revised Offer to its shareholders.

        BMO Nesbitt Burns Inc., financial advisors to the special committee of Cognicase's Board of Directors, has delivered to the Board of Directors of Cognicase a written opinion to the effect that the consideration provided by CGI's revised Offer is fair, from a financial point of view, to the shareholders of Cognicase. Based on the foregoing, the Board of Directors of Cognicase concluded that the consideration provided by CGI's revised Offer is fair, from a financial point of view, to the shareholders of Cognicase and recommends to such shareholders the acceptance thereof.

        The Offer, as amended, will be open for acceptance until midnight (Montreal time) on January 13, 2003, unless withdrawn or extended.

        This Notice of Change and Variation should be read in conjunction with the Offer to purchase and accompanying Circular dated December 6, 2002, as amended pursuant to notices of change and variation dated December 16, 2002 and December 18, 2002.

        Questions and requests for assistance may be directed to CIBC World Markets Inc. and Desjardins Securities Inc. (the "Dealer Managers") and to the Depositary, and additional copies of this document, the Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained without charge upon request from those persons at their respective offices shown on the last page of the Letter of Transmittal.

        If your Cognicase Shares are registered in the name of a nominee, you should contact your broker, investment dealer, bank, trust company or other nominee for assistance.

The Dealer Managers for the Offer are:

CIBC World Markets Inc. and Desjardins Securities Inc.

January 1, 2003

(continued from cover)


NOTICE TO SHAREHOLDERS IN THE UNITED STATES

        THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER AND CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

        The Offer is by a Canadian issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States, to offer securities pursuant to the Offer and Circular in accordance with the disclosure requirements of Canada. Shareholders should be aware that such requirements are different from those in the United States. The financial statements included or incorporated by reference herein have been prepared in accordance with Canadian generally accepted accounting principles and are subject to Canadian auditing and auditor independence standards and, thus, may not be comparable to financial statements of United States companies.

        Shareholders should be aware that the acquisition of the securities described herein may have tax consequences both in the United States and in Canada, the home country of the Offeror. Such consequences for investors who are resident in, or citizens of, the United States are not described herein.

        The enforcement by Shareholders of civil liabilities under the United States federal securities laws may be adversely affected by the fact that the Offeror is incorporated under the laws of the Province of Québec, Canada, that some of its officers and directors are residents of Canada, that the experts named in the Offer and Circular are residents of Canada, that the Dealer Managers are residents of Canada, and that all or a substantial portion of the assets of the Offeror and said persons are located outside the United States.

        Shareholders should be aware that, during the Offer Period, the Offeror or its affiliates, directly or indirectly, may bid for or make purchases of the securities to be distributed or to be exchanged, or of certain related securities, as permitted by applicable laws or regulations of Canada or its provinces or territories.

        This tender offer is made for the securities of a foreign issuer and while the offer is subject to the disclosure requirements of Canada, the country in which Cognicase is incorporated or organized, Shareholders should be aware that these requirements are different from those of the United States. Financial statements included herein, if any, have been prepared in accordance with Canadian generally accepted accounting principles and thus may not be comparable to financial statements of United States companies.

        The enforcement by Shareholders of civil liabilities under the federal securities laws may be affected adversely by the fact that Cognicase is located in a foreign country, and that some or all of its officers and directors are residents of a foreign country.

        Investors should be aware that the Offeror or its affiliates, directly or indirectly, may bid for or make purchases of the issuer's securities subject to the Offer, or of the issuer's related securities, during the period of the Offer, as permitted by applicable Canadian laws or provincial laws or regulations.

        Investors should be aware that the Offeror or its affiliates, directly or indirectly, may bid for or make purchases of the issuer's securities subject to the Offer, or of the issuer's related securities, or of the Offeror's related securities, during the period of the Offer, as permitted by applicable Canadian laws or provincial laws or regulations.

2


FORWARD LOOKING STATEMENTS

        Certain statements contained in this document are "forward-looking statements" and are prospective. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from future results expressed or implied by such forward looking statements.

        This document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made to, nor will deposits be accepted from or on behalf of, Shareholders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, the Offeror or its agents may, in their sole discretion, take such actions they may deem necessary to extend the Offer to Shareholders in such jurisdiction.

TO: THE HOLDERS OF COMMON SHARES OF COGNICASE

        This Notice of Change and Variation amends and supplements the Offer and Circular dated December 6, 2002, as amended by notices of change and variation dated December 16, 2002 and December 18, 2002 (the "Original Offer"), of the Offeror pursuant to which the Offeror is offering to purchase, on the terms and subject to the conditions contained therein, all of the issued and outstanding Cognicase Shares (including Cognicase Shares which may become outstanding after the date of the Original Offer upon the exercise of outstanding Options and other Rights). Unless the context otherwise requires, terms denoted by initial capital letters and not defined herein have the meanings set forth in the Original Offer.

        Except as otherwise set forth in this Notice of Change and Variation, the terms and conditions previously set forth in the Original Offer continue to be applicable in all respects. This Notice of Change and Variation should be carefully read in conjunction with the Original Offer, the Letter of Transmittal and the Notice of Guaranteed Delivery.

        All references to the "Offer" in the Original Offer, the Letter of Transmittal, the Notice of Guaranteed Delivery and this Notice of Change and Variation mean the Original Offer, as hereby amended.

1.    Background to the Offer

        On December 19, 2002, the Board of Directors of Cognicase, in connection with the Original Offer and on the recommendation of its special committee of independent directors (the "Special Committee"), issued a Directors' Circular unanimously recommending that Shareholders reject the Original Offer and not tender their Cognicase Shares in acceptance thereof.

        On December 19, 2002, the Board of Directors of Cognicase, in connection with the Original Offer and on the recommendation of the Special Committee, adopted a limited duration shareholder rights plan (the "Rights Plan").

        From December 26, 2002 to December 31, 2002, the Chairman of the Board and Chief Executive Officer of CGI, along with other representatives of CGI, had communications with representatives of the Special Committee in order to negotiate a revised Offer to purchase all of the outstanding Cognicase Shares.

        On January 1, 2003, BMO Nesbitt Burns Inc., financial advisors to the Special Committee (the "Financial Advisor"), delivered to the Board of Directors of Cognicase a written opinion to the effect that the consideration provided by CGI's revised Offer is fair, from a financial point of view, to the Shareholders. Based on the foregoing, the Board of Directors of Cognicase has concluded that the

3


consideration provided by CGI's revised Offer is fair, from a financial point of view, to the Shareholders and recommends to the Shareholders the acceptance thereof.

        On January 1, 2003, CGI and Cognicase entered into a support agreement (the "Support Agreement") pursuant to which CGI agreed to make, in accordance with the conditions set out therein, the revised Offer. In turn, Cognicase agreed that its Board would recommend that Shareholders accept the revised Offer, subject to the receipt of a favourable fairness opinion from the Financial Advisor. The Board of Directors of Cognicase also resolved to waive the application of the Rights Plan to the revised Offer in order to allow CGI to proceed with its revised Offer and take-up and pay for Cognicase Shares deposited into such revised Offer without any dilutive effects.

        A joint press release dated January 1, 2003 announcing CGI's revised Offer and the acceptance thereof by the Board of Directors of Cognicase was issued.

        The following is a summary of the material terms and provisions of the Support Agreement. This is a summary only and is qualified in its entirety by the terms of the Support Agreement.

        In the Support Agreement, each of Cognicase and CGI has agreed to cooperate with each other in its efforts to successfully complete the revised Offer. Cognicase and CGI have also agreed to operate their businesses in the ordinary course, subject to certain limited exceptions. Cognicase has also agreed not to solicit or engage in any further discussions relating to a Competing Proposal (as defined below) or provide information with respect to Cognicase provided that Cognicase shall be entitled, if it determines in good faith that a failure to do so would be inconsistent with the Board of Directors' fiduciary obligations under applicable law, to supply information to a third party with whom Cognicase deals at arms' length in response to an unsolicited proposal which could reasonably be expected to result in a Superior Proposal (as defined below). Cognicase has also agreed to pay to CGI a "break-up fee" equal to $0.09 per Cognicase Share which are the object of the revised Offer in certain circumstances, including if the Board adversely modifies or withdraws its recommendation that Shareholders accept the revised Offer.

        The Board of Cognicase may withdraw, modify or change its recommendation with respect to the revised Offer (and may terminate its obligations under the Support Agreement, subject to the payment of the "break-up fee" referred to above) in response to a Superior Proposal. However, Cognicase has agreed not to enter into any agreement regarding a Superior Proposal (and not to withdraw or otherwise change its recommendation to support the revised Offer) unless it has, among other things, provided CGI with an opportunity to amend the revised Offer, within three (3) business days prior to the proposed date of execution of the proposed agreement, to increase the consideration to be received by Shareholders thereunder to an amount at least equal to the consideration offered under the proposed agreement.

        Pursuant to the Support Agreement, CGI has agreed not to amend, modify or change the revised Offer without the prior written consent of Cognicase, other than to increase the consideration under the revised Offer, waive any conditions to the revised Offer, extend the Expiry Time until a date or dates not later than February 3, 2003 or comply with legal obligations of CGI with respect to any amendment, modification or change of the revised Offer.

        The Support Agreement may be terminated in certain circumstances, including if any of the conditions of the revised Offer have not been satisfied or waived by CGI at the Expiry Time.

        For purposes of the Support Agreement:

4

2.    Increase of Consideration Payable under the Offer

        The Offeror has amended the Original Offer by increasing the consideration payable under the Offer to $4.50 cash and to 0.6311 CGI Shares per Cognicase Share. Accordingly, the Original Offer is amended as follows:

5

6

3.    Modifications to the Conditions of the Offer

        The Offeror has further amended the Original Offer by modifying certain conditions of the Offer set forth in Section 4 of the Original Offer, "Conditions of the Offer", so that only the conditions set forth below shall be conditions to completion of the Offer.

        "The Offeror reserves the right to withdraw the Offer and not take up and pay for, or extend the period of time during which the Offer is open, and postpone the taking up and paying for, any Cognicase Shares deposited hereunder if any of the following conditions has not been satisfied or waived by the Offeror at or prior to the Expiry Time:

7

        The foregoing conditions are for the exclusive benefit of the Offeror. The Offeror may assert any of the foregoing conditions at any time, regardless of the circumstances giving rise to such assertion (including any action or inaction by the Offeror). The Offeror may waive any of the foregoing conditions in whole or in part at any time and from time to time without prejudice to any other rights which the Offeror may have.

        Any waiver of a condition or the withdrawal of the Offer shall be effective upon written notice or other communication confirmed in writing by the Offeror to that effect to the Depositary at its principal office in Montreal. The Offeror, forthwith after giving any such notice, shall make a public announcement of such waiver or withdrawal and, where required by law, shall cause the Depositary as soon as practicable thereafter to notify the Shareholders in the manner set forth in Section 9 of the Original Offer, "Notice and Delivery", and shall provide a copy of the aforementioned notice to the TSX. If the Offer is withdrawn, the Offeror shall not be obligated to take up or pay for any Cognicase Shares deposited under the Offer and the Depositary will promptly return all certificates of deposited Cognicase Shares, Letters of Transmittal, Notices of Guaranteed Delivery and related documents to the parties who deposited them."

8

4.    Selected Historical and Pro Forma Condensed Consolidated Financial Information of CGI

        The Offeror has amended Section 6 of the Circular to the Original Offer, "Selected Historical and Pro Forma Condensed Consolidated Financial Information of CGI", so that it shall read as follows:

 
   CGI
  
 
   Current Data(1)
   Unaudited
Pro Forma Data
  
 
   (in thousands of dollars,
except for share data)

  
Revenue   2,169,613   2,682,784  
Earnings before goodwill impairment loss   135,799   137,761  
Net earnings (loss)   135,799   (340,705 )
Basic earnings per share before goodwill impairment loss   0.36   0.35  
Diluted earnings per share before goodwill impairment loss   0.36   0.34  
Basic and diluted earnings (loss) per share   0.36   (0.86 )
Total assets   2,300,892   2,820,063  
Long-term liabilities   73,616   324,119  

5.    Pro Forma Capitalization of CGI

        The Offeror has amended Section 7 of the Circular to the Original Offer, "Pro Forma Capitalization of CGI", so that it shall read as follows:

9

 
   As at September 30, 2002
 
   Actual
   Pro Forma
 
   (audited)
(in thousands of dollars)

   (unaudited)
(in thousands of dollars)
Cash and cash equivalents   104,221   138,390
Long-term debt (including current portion)(1)   8,500   259,003
Shareholders' equity   1,779,615 (2) 1,924,331
   
 
Total capitalization   1,788,115   2,183,334
   
 

6.    Source of Funds

        The Offeror has amended Section 8 of the Circular to the Original Offer, "Source of Funds", so that it shall read as follows:

7.    Unaudited Pro Forma Condensed Consolidated Financial Statements

        The Offeror has amended Schedule "B" to the Circular to the Original Offer, "Unaudited pro forma condensed consolidated financial statements", and replaced it by Schedule "A" to this Notice of Change and Variation, which forms part of this Notice of Change and Variation.

10


8.    Time for Acceptance

        The Offer is open for acceptance until the Expiry Time on the Expiry Date, unless extended or withdrawn. Cognicase Shares may be deposited pursuant to the Offer in accordance with the provisions of Section 2 of the Original Offer, "Time for Acceptance".

9.    Take-Up and Payment for Deposited Cognicase Shares

        If all of the conditions of the Offer are satisfied or waived by the Offeror at or prior to the Expiry Time, the Offeror will be obligated to take-up and pay for the Cognicase Shares validly deposited and not withdrawn under the Offer no later than as required by applicable securities laws as described in Section 7 of the Original Offer, "Payment for Deposited Cognicase Shares".

10.  Withdrawal of Deposited Cognicase Shares

        All deposits of Cognicase Shares pursuant to the Offer are irrevocable, except as provided in Section 8 of the Original Offer, "Withdrawal of Deposited Cognicase Shares".

11.  Statutory Rights

        Securities legislation in certain of the provinces and territories of Canada provides Shareholders with, in addition to any other rights they may have at law, rights of rescission or to damages, or both, if there is a misrepresentation in a circular or notice that is required to be delivered to such Shareholders. However, such rights must be exercised within prescribed time limits. Shareholders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult with a lawyer.

11

[Samson Bélair/Deloitte & Touche Letterhead]


CONSENT OF AUDITORS

January 1, 2003

British Columbia Securities Commission
Alberta Securities Commission
Saskatchewan Securities Commission
Manitoba Securities Commission
Ontario Securities Commission
Commission des valeurs mobilières du Québec
Administrator of the Securities Act, New Brunswick
Nova Scotia Securities Commission
Registrar of Securities, Prince Edward Island
Newfoundland & Labrador Securities Commission
Registrar of Securities, North West Territories
Registrar of Securities, Yukon
Deputy Registrar, Securities—Nunavut Legal Registries

Dear Sirs/Mesdames:

Re: CGI Group Inc.

We refer to the Notice of Change and Variation of CGI Group Inc. dated January 1, 2003 relating to the revised offer to purchase all of the common shares of Cognicase Inc. We consent to the use in such Notice of Change and Variation of our compilation report dated January 1, 2003 addressed to the Directors of CGI Group Inc. on the unaudited pro forma condensed consolidated balance sheet of CGI Group Inc. as at September 30, 2002 and on the unaudited pro forma condensed consolidated statement of earnings for the year then ended.

We also consent to the use of such report in the registration statement on Form F-8 to be filed with the US Securities and Exchange Commission.

Yours truly,

(Signed) Samson Bélair/Deloitte & Touche
              Chartered Accountants

12



APPROVAL AND CERTIFICATES

        The contents of the Offer, the Circular and this Notice of Change and Variation have been approved, and the sending, communication or delivery thereof to the holders of Cognicase Shares has been authorized, by the Board of Directors of the Offeror. The foregoing together with the documents incorporated therein by reference contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made. In addition, the foregoing does not contain any misrepresentation likely to affect the value or market price of the Cognicase Shares which are the subject of the Offer, as varied by this Notice of Change and Variation.

Dated: January 1, 2003

CGI GROUP INC.

(signed) SERGE GODIN
 Chairman of the Board and Chief Executive Officer		   (signed) ANDRÉ IMBEAU
 Executive Vice-President and Chief Financial Officer

 
 
 

On behalf of the Board of Directors

 
 
 

(signed) PAULE DORÉ
 Director
 
(signed) CLAUDE CHAMBERLAND
 Director


SCHEDULE "A"

        Unaudited pro forma condensed consolidated financial statements

Table of contents

Compilation report   A-2

Unaudited pro forma condensed consolidated statement of earnings
 
A-3

Unaudited pro forma condensed consolidated balance sheet
 
A-4

Notes to unaudited pro forma condensed consolidated financial statements
 
A-5

A-1

Unaudited pro forma condensed consolidated financial statements

Compilation report

To the Directors of
CGI Group Inc.

We have reviewed, as to compilation only, the accompanying unaudited pro forma condensed consolidated balance sheet as at September 30, 2002 and the unaudited pro forma condensed consolidated statement of earnings of CGI Group Inc. ("CGI") for the year ended September 30, 2002 which have been prepared in accordance with accounting principles generally accepted in Canada. The statements have been prepared for inclusion in the Notice of Change and Variation related to the revised offer to purchase all of the outstanding common shares of Cognicase Inc. In our opinion, the unaudited pro forma condensed consolidated balance sheet and unaudited pro forma condensed consolidated statement of earnings have been properly compiled to give effect to the proposed acquisition and the assumptions described in the accompanying notes thereto.

(Signed) Samson Bélair/Deloitte & Touche

Chartered Accountants

Montréal, Quebec
January 1, 2003

A-2


CGI GROUP INC.
Unaudited pro forma condensed consolidated statement of earnings
year ended September 30, 2002

 
   CGI
   Cognicase
   Pro forma
adjustments
   Notes
   CGI
pro forma
  
 
   $
(audited)

   $
(unaudited)

   $
      

    
   $
(unaudited)

  
 
   (amounts are in thousands, except per share data)

  
Revenue   2,169,613   513,171           2,682,784  
Operating expenses   1,860,463   474,120           2,334,583  
   
 
 
 
 
 
Operating earnings before:   309,150   39,051           348,201  
Depreciation and amortization   77,005   20,801           97,806  
   
 
 
 
 
 
Earnings before the following items:   232,145   18,250           250,395  
Other revenues (interest expenses)   422   1,319   (8,343 ) (iv ) (6,602 )
   
 
 
 
 
 
Earnings before income taxes and goodwill impairment loss   232,567   19,569   (8,343 )     243,793  
Provision for income taxes   96,768   12,434   (3,170 ) (v ) 106,032  
   
 
 
 
 
 
Earnings before goodwill impairment loss   135,799   7,135   (5,173 )     137,761  
Goodwill impairment loss   —   478,466   —       478,466  
   
 
 
 
 
 
Net earnings (loss)   135,799   (471,331 ) (5,173 )     (340,705 )
   
 
 
 
 
 
Basic earnings per share before goodwill impairment loss   0.36               0.35  
   
 
 
 
 
 
Diluted earnings per share before goodwill impairment loss   0.36               0.34  
   
 
 
 
 
 
Basic and diluted earnings per share   0.36               (0.86 )
   
 
 
 
 
 
Basic weighted average number of shares   377,349,472       20,296,774   (ii ) 397,646,246  
   
 
 
 
 
 
Diluted weighted average number of shares   381,570,855       20,296,774   (ii ) 401,867,629  
   
 
 
 
 
 

A-3


CGI GROUP INC.
Unaudited pro forma condensed consolidated balance sheet
as at September 30, 2002

 
   CGI
   Cognicase
   Pro forma
adjustments
   Notes
   CGI
pro forma
 
   $
(audited)

   $
(unaudited)

   $
(unaudited)

    
   $
(unaudited)
 
   (amounts are in thousands)
Assets                    
Current assets                    
  Cash and cash equivalents   104,221   34,169           138,390
  Short-term investments   —   19,842           19,842
  Accounts receivable   295,191   126,504           421,695
  Income taxes   —   10,127           10,127
  Work in progress   98,904   21,549           120,453
  Prepaid expenses and other current assets   48,373   5,020           53,393
  Future income taxes   12,567   —           12,567
   
 
 
 
 
    559,256   217,211           776,467

Fixed assets
 
145,381
 
58,526
 
 
 
 
 
203,907
Investments   —   6,119           6,119
Contract costs and other long-term assets   433,742   72,570           506,312
Future income taxes   28,661   8,016           36,677
Goodwill   1,133,852   —   156,729   (iii ) 1,290,581
   
 
 
 
 
    2,300,892   362,442   156,729       2,820,063
   
 
 
 
 
Liabilities                    
Current liabilities                    
  Bank advances   —   2,536           2,536
  Accounts payable and accrued liabilities   261,509   86,219           347,728
  Deferred revenue   61,027   30,877           91,904
  Income taxes   5,128   —           5,128
  Future income taxes   26,301   4,320           30,621
  Current portion of balance of purchase price payable   —   25,313           25,313
  Current portion of long-term debt   4,172   4,131           8,303
   
 
 
 
 
    358,137   153,396           511,533

Future income taxes
 
93,696
 
—
 
 
 
 
 
93,696
Balance of purchase price payable   —   25,585           25,585
Long-term debt   4,328   6,291   189,183   (ii, iii ) 199,802
Deferred credits and other long-term liabilities   65,116   —           65,116
   
 
 
 
 
    521,277   185,272   189,183       895,732
   
 
 
 
 
Shareholders' equity   1,779,615   177,170   144,716   (ii ) 1,924,331
            (177,170 ) (ii )  
   
 
 
 
 
    2,300,892   362,442   156,729       2,820,063

A-4


CGI GROUP INC.
Notes to unaudited pro forma condensed consolidated financial statements
year ended September 30, 2002

1. Description of revised offer to purchase

        CGI Group Inc. ("CGI") has amended its offer dated December 6, 2002 pursuant to the Notice of Change and Variation dated January 1, 2003 to purchase all Cognicase Inc. ("Cognicase") issued and outstanding common shares, including Cognicase common shares which may become outstanding after the date of this revised offer upon the exercise of currently outstanding options and other rights (including the guaranteed purchase price balance to be satisfied by the issuance of shares) on the basis of, at the option of Cognicase shareholders for each Cognicase common share as follows:

2.    Basis of presentation

        The accompanying unaudited pro forma condensed consolidated balance sheet and unaudited pro forma condensed consolidated statement of earnings for the year ended September 30, 2002 of CGI Group Inc. ("CGI") have been prepared by management in accordance with Canadian generally accepted accounting principles for inclusion in CGI's Circular ("Circular") to give effect to the proposed acquisition of all outstanding Cognicase common shares by CGI based on:

        There is no information known to CGI's management which indicates any material change in the affairs of Cognicase since the date of the last published unaudited financial statements of Cognicase other than that which has been publicly disclosed by Cognicase.

        In the opinion of CGI's management, the unaudited pro forma condensed consolidated balance sheet and the unaudited pro forma condensed consolidated statement of earnings contain all material adjustments necessary for a fair presentation applicable to the preparation of pro forma condensed financial statements.

        In preparing the unaudited pro forma condensed consolidated financial statements, no adjustments have been made to give effect to operating synergies that may result from the acquisition. As such, the unaudited pro forma condensed consolidated financial statements are not necessarily indicative of the results that actually would have occurred, or results expected in future periods, had the events reflected herein occurred on the dates indicated.

        The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of CGI included by reference in the Circular.

A-5


3.    Significant Assumptions and Adjustments

        In the preparation of the unaudited pro forma condensed consolidated financial statements, the following significant assumptions and adjustments have been made:

A-6

 
   $
(in thousands)
  
Non-cash working capital items   65,946  
Fixed assets   58,526  
Investments   6,119  
Contract costs and other long-term assets   72,570  
Future income taxes   3,696  
Goodwill   156,729  
Long-term debt and balance of purchase price payable (including current portion)   (61,320 )
   
 
    302,266  
Cash position at acquisition   31,633  
   
 
Net assets acquired   333,899  
   
 
Consideration      
  Cash (see Note (iv))   184,183  
  Issuance of 20,296,774 CGI Class A subordinate shares   144,716  
  Acquisition costs (estimated by management) (see Note (iv))   5,000  
   
 
    333,899  
   
 

A-7

Offices of the Depositary

COMPUTERSHARE TRUST COMPANY OF CANADA

By Mail

P.O. Box 7021
31 Adelaide Street East
Toronto, Ontario
M5C 3H2

Attn: Corporate Actions

Toll Free: 1-800-564-6253

By Hand or Courier   By Hand or Courier

Montreal
 
Toronto

650 de Maisonneuve West
7th Floor
Montreal, Québec
 
100 University Avenue
9th Floor
Toronto, Ontario
M5J 2Y1

Attn: Corporate Actions
 
Attn: Corporate Actions

 
 
 

Office of the Dealer Managers in Canada

 
 
 

CIBC WORLD MARKETS INC.
600 de Maisonneuve Blvd. West
Suite 3050
Montreal, Québec
H3A 3J2
 
DESJARDINS SECURITIES INC.
1 Complexe Desjardins
29th Floor, South Tower
Montreal, Québec
H5B 1J2

Tel: (514) 847-6300
Facsimile: (514) 847-6430
 
Tel: (514) 281-2244
Facsimile: (514) 842-7975

Any questions and requests for assistance may be directed by Shareholders to the Depositary at its telephone number set out above.


PART II

INFORMATION NOT REQUIRED TO BE SENT TO SHAREHOLDERS

        The following documents are filed as exhibits to this registration statement:

(1)
Incorporated by reference to the bidder's Form 6-K (File No. 000-29716) filed January 22, 2002.
(2)
Incorporated by reference to the bidder's Form 6-K (File No. 000-29716) filed December 6, 2002.
(3)
Previously filed as an exhibit to the bidder's Schedule 14D-1F (File No. 005-50642) filed December 9, 2002.
(4)
Previously filed as an exhibit to the bidder's Amendment No. 1 to Schedule 14D-1F (File No. 005-50642) filed December 17, 2002.
(5)
Previously filed as an exhibit to the bidder's Amendment No. 2 to Schedule 14D-1F (File No. 005-50642) filed December 24, 2002.


PART III

UNDERTAKINGS AND CONSENT TO SERVICE OF PROCESS

Item 1. Undertakings.

        (a)  The bidder undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the U.S. Securities and Exchange Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to this schedule or to transactions in said securities.

        (b)  The bidder undertakes to disclose in the United States, on the same basis as it is required to make such disclosure pursuant to applicable Canadian federal and/or provincial or territorial laws, regulations or policies, or otherwise discloses, information regarding purchases of the issuer's securities in connection with the cash tender or exchange offer covered by this schedule. Such information shall be set forth in amendments to this schedule.

        (c)  The bidder undertakes to disclose in the United States, on the same basis as it is required to make such disclosure pursuant to applicable Canadian federal and/or provincial or territorial laws, regulation or policy, or otherwise discloses, information regarding purchases of the issuer's or bidder's securities in connection with the offer.

Item 2. Consent to Service of Process.

        (a)  On December 9, 2002, the bidder filed with the Commission a written irrevocable consent and power of attorney on Form F-X.

        (b)  Any change to the name or address of the registrant's agent for service shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the registrant.


PART IV

SIGNATURES

        By signing this schedule, the bidder consents without power of revocation that any administrative subpoena may be served, or any administrative proceeding, civil suit or civil action where the cause of action arises out of or relates to or concerns any offering made or purported to be made in connection with this filing on Amendment No. 3 to Schedule 14D-1F or any purchases or sales of any security in connection therewith, may be commenced against it in any administrative tribunal or in any appropriate court in any place subject to the jurisdiction of any state or of the United States by service of said subpoena or process upon the registrant's designated agent.

        After due 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.

    CGI GROUP INC.

 
 
By:
/s/  SERGE GODIN      
Serge Godin, Chairman of the Board and Chief Executive Officer

 
 
Date: January 3, 2003

EXHIBIT INDEX

    1.1   Press Release dated December 6, 2002.(3)

 
 
1.2
 
Form of Advertisement.(3)

 
 
1.3
 
Form of Advertisement.(4)

 
 
1.4
 
Press Release dated December 18, 2002.(5)

 
 
1.5
 
Press Release dated December 23, 2002.(5)

 
 
1.6
 
Press Release dated January 1, 2003.

 
 
2.1
 
Annual Information Form of the Registrant dated February 15, 2002, for the fiscal year ended September 30, 2001.(1)

 
 
2.2
 
Audited Comparative Consolidated Financial Statements of the Registrant and the notes thereto for the fiscal year ended September 30, 2002, together with the auditors' report thereon.(2)

 
 
2.3
 
Management's Discussion and Analysis of Financial Position and Results of Operation of the Registrant for the fiscal year ended September 30, 2002.(2)

 
 
2.4
 
Information Circular of the Registrant dated December 12, 2001 in connection with the annual general meeting of shareholders held on January 21, 2002, excluding those portions thereof which appear under the headings "Report of the Human Resources and Corporate Governance Committee on the Remuneration of Directors and Named Executive Officers", "Remuneration of Named Executive Officers—Performance Graph" and "Corporate Governance" in the Information Circular (which portions shall be deemed not to have been incorporated by reference).(3)
(1)
Incorporated by reference to the bidder's Form 6-K (File No. 000-29716) filed January 22, 2002.

(2)
Incorporated by reference to the bidder's Form 6-K (File No. 000-29716) filed December 6, 2002.

(3)
Previously filed as an exhibit to the bidder's Schedule 14D-1F (File No. 005-50642) filed December 9, 2002.

(4)
Previously filed as an exhibit to the bidder's Amendment No. 1 to Schedule 14D-1F (File No. 005-50642) filed December 17, 2002.

(5)
Previously filed as an exhibit to the bidder's Amendment No. 2 to Schedule 14D-1F (File No. 005-50642) filed December 24, 2002.


QuickLinks

PART I INFORMATION REQUIRED TO BE SENT TO SHAREHOLDERS
NOTICE TO SHAREHOLDERS IN THE UNITED STATES
FORWARD LOOKING STATEMENTS
CONSENT OF AUDITORS
APPROVAL AND CERTIFICATES
SCHEDULE "A"
CGI GROUP INC. Unaudited pro forma condensed consolidated statement of earnings year ended September 30, 2002
CGI GROUP INC. Unaudited pro forma condensed consolidated balance sheet as at September 30, 2002
CGI GROUP INC. Notes to unaudited pro forma condensed consolidated financial statements year ended September 30, 2002
PART II
PART III
PART IV