UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __________)*
BCE INC.
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(Name of Issuer)
COMMON SHARES, NO PAR VALUE
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(Title of Class of Securities)
05534B760
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(CUSIP Number)
JEFFREY M. DAVIS
SENIOR LEGAL COUNSEL, INVESTMENTS
ONTARIO TEACHERS' PENSION PLAN BOARD
5650 YONGE STREET, 5TH FLOOR
TORONTO, ONTARIO
CANADA M2M 4H5
(416) 228-5900
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices
MARCH 30, 2007
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [X]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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. 05534B760
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
ONTARIO TEACHERS' PENSION PLAN BOARD
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)[_] (b)[_]
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3. SEC Use Only
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4. Source of Funds (See Instructions) OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [_]
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6. Citizenship or Place of Organization ONTARIO, CANADA
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7. Sole Voting Power 42,783,938
Number of ------------------------------------------------------------------
Shares 8. Shared Voting -0-
Beneficially Power
Owned by ------------------------------------------------------------------
Each 9. Sole Dispositive 42,783,938
Reporting Power
Person With ------------------------------------------------------------------
10. Shared Dispositive -0-
Power
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11. Aggregate Amount Beneficially 42,783,938
Owned by Each Reporting Person
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12. Check if the Aggregate Amount in Row (11) |_|
Excludes Certain Shares (See Instructions)
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13. Percent of Class Represented by Amount in Row (11) 5.3%
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14. Type of Reporting Person (See Instructions) EP
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ITEM 1. SECURITY AND ISSUER.
The title and class of equity security to which this Statement relates
is the Common Shares, no par value (the "Common Shares"), of BCE Inc., a
corporation organized under the laws of Canada (the "Issuer"). The address of
the Issuer's principal executive offices is 1000, rue de La Gauchetiere Ouest,
Bureau 3700, Montreal, Quebec, Canada H3B 4Y7.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement is being filed by Ontario Teachers' Pension Plan
Board ("Teachers'"). Teachers' previously filed a Schedule 13G with the U.S.
Securities and Exchange Commission with respect to the Common Shares on February
2, 2007.
(b) - (c) Teachers' is an Ontario, Canada corporation, the principal
business of which is the administration of a pension plan and management of a
pension fund for Ontario teachers. The principal office and business address of
Teachers' is 5650 Yonge Street, 5th Floor, Toronto, Ontario M2M 4H5.
The name, residence or business address, and present principal
occupation or employment of each director, executive officer and controlling
person of Teachers' is set forth in Schedule A hereto, and is incorporated
herein by reference.
(d) Neither Teachers', nor to the best of Teachers' knowledge, any of
the persons identified in this Item 2 and Schedule A hereto has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither Teachers', nor to the best of Teachers' knowledge, any of
the persons identified in this Item 2 and Schedule A hereto has, during the last
five years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Each of the persons listed on Schedule A hereto is a citizen of
Canada.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The net amount of funds used by Teachers' to acquire the 42,783,938
Common Shares was Cdn$1,252,849,880. The source of the funds used to purchase
the Common Shares was the pension fund managed by Teachers', which includes
income from the fund's investment portfolio and contributions from members of
the pension plan administered by Teachers'.
ITEM 4. PURPOSE OF TRANSACTION.
In late March 2007, Kohlberg Kravis Roberts & Co. ("KKR") was reported
as being interested in pursuing a transaction to acquire the Issuer and that
Teachers' may be joining KKR in pursuing such transaction. Teachers' is not
pursuing such transaction with KKR and has no current intention or plans to
pursue such transaction with KKR. However, as the Issuer's largest shareholder,
Teachers' is closely monitoring developments and is exploring its options.
3
Except as disclosed in this Statement, Teachers' currently has no plans
or proposals which relate to or would result in any of the actions enumerated in
paragraphs (a) through (j) of Item 4 of Schedule 13D promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). However,
Teachers' reserves the right to change its plans at any time, as it deems
appropriate, in light of its ongoing evaluation of (a) its business and
liquidity objectives, (b) the Issuer's financial condition, business,
operations, competitive position, prospects and/or share price, (c) industry,
economic and/or securities markets conditions, (d) alternative investment
opportunities and (e) other relevant factors. Without limiting the generality of
the preceding sentence, Teachers' reserves the right to at any time or from time
to time (i) purchase or otherwise acquire additional Common Shares, or other
securities of the Issuers, or instruments convertible into or exercisable for
any such securities (collectively, "Issuer Securities"), in the open market, in
privately negotiated transactions or otherwise, (ii) sell, transfer or otherwise
dispose of Issuer Securities in the open market, in privately negotiated
transactions or otherwise, (iii) cause Issuer Securities to be distributed in
kind to its investors, (iv) acquire or write options contracts, or enter into
derivatives or hedging transactions, relating to Issuer Securities or (v)
encourage (including, without limitation, communications with the Issuer's
directors and management, existing or potential security holders, investors,
lenders or strategic partners, and investment and financing professionals) the
Issuer to consider or explore (A) sales or acquisitions of assets or businesses,
or extraordinary corporate transactions, such as a merger or other
reorganization, (B) changes to the Issuer's capitalization or dividend policy or
(C) other changes to the Issuer's business or structure.
ITEM 5. INTERESTS IN THE SECURITIES OF THE PURCHASER.
(a) and (b) As of the date of this Statement, Teachers' is the
beneficial owner of 42,783,938 Common Shares, representing approximately 5.3% of
the Common Shares outstanding, which percentage is calculated based upon
807,643,941 Common Shares reported to be outstanding by the Issuer as of
December 31, 2006. Teachers' has sole voting and dispositive power with respect
to all of the Common Shares beneficially owned by it.
As of the date of this Statement, to the best of Teachers' knowledge,
the following persons listed in Schedule A hereto beneficially own the following
number of Common Shares (in each case the number of Common Shares representing
less than 1% of the Common Shares outstanding, which percentage is calculated
based upon 807,643,941 Common Shares reported to be outstanding by the Issuer as
of December 31, 2006) and, except as otherwise noted below, have sole voting
power and sole dispositive power with respect to such Common Shares:
Common Shares
Name Beneficially Owned
---- ------------------
(i) Thomas O'Neill 2,745
(ii) Jean Turmel 1,000
(iii) Robert Bertram 7,662* *Mr. Bertram shares voting power
and dispositive power with his
wife with respect to such Common
Shares.
(iv) Brian Gibson 3,732
4
(v) Claude Lamoureux 2,561** ** Mr. Lamoureux shares voting
power and dispositive power with
his wife with respect to 731 of
such Common Shares.
(vi) David McGraw 972
(vii) Sean Rogister 91
(viii) Lee Sienna 500
(ix) Alan Wilson 683
Teachers' disclaims beneficial ownership of any Common Shares
beneficially owned by any of the foregoing persons. The foregoing persons
disclaim beneficial ownership of any Common Shares beneficially owned by
Teachers'.
Except as described above, neither Teachers' nor, to the best of
Teachers' knowledge, any of the persons listed in Schedule A hereto beneficially
owns any Shares.
(c) Neither Teachers' nor, to the best of Teachers' knowledge, any of
the persons listed in Schedule A hereto has effected any transactions in Common
Shares in the past sixty days other than the following transactions:
Number of Price Per Transaction
Date of Common Purchase Common Effected
Name Transaction Shares or Sale Share Through
---- ----------- ------ ------- ----- -------
Robert January 31, 800 Purchase Cdn$31.00 Toronto
Bertram 2007 Stock
Exchange
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the person named in Item 2 (as it relates to any of
the persons listed in Schedule A hereto, to the best of Teachers' knowledge) and
between such persons and any other person with respect to any of the securities
of the Issuer, including, but not limited to, transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
5
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.
Dated: April 9, 2007
ONTARIO TEACHERS' PENSION PLAN BOARD
By: /s/ Claude Lamoureux
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Name: Claude Lamoureux
Title: President and Chief Executive Officer
6
SCHEDULE A
DIRECTORS, EXECUTIVE OFFICERS, AND CONTROLLING PERSONS OF TEACHERS'
Residence or Business
Name Address Occupation or Employment
---- --------------------- ------------------------
Jill Denham 36 Bayview Wood Former Vice-Chair, CIBC
(Director) Toronto, ON M4N 1R7 Retail Markets
Helen Kearns 71 Hudson Drive President of R.S. Bell &
(Director) Toronto, ON M4T 2K2 Associates.
Raymond Koskie 161 Beechwood Avenue Founding Partner, Koskie
(Director) Toronto, ON M2L 1J9 Minsky LLP (retired)
Hugh Mackenzie 418 Markham Street Economic Consultant
(Director) Toronto, ON M6G 2L2
Louis Martel Greystone Managed Vice-President, Greystone
(Director) Investments Inc. Managed Investments Inc.
Canada Trust Tower, BCE
Place
Toronto, ON M5J 2S1
Guy Matte 7083 Notre-Dame Former Executive Director of
(Director) Orleans, ON K1C 1J1 the Association des
enseignantes et des
enseignants franco-ontariens
Eileen Mercier 199 Cranbrooke Avenue Former Senior Vice-President
(Chairperson) Toronto, ON M5M 1M6 and Chief Financial Officer
of Abitibi-Price Inc.
Thomas O'Neill 33 Geraldine Court Former Chairperson, PwC
(Director) Don Mills, ON M3A 1N2 Consulting
Jean Turmel Perseus Capital Inc. President, Perseus Capital
(Director) 1155 Metcalfe St., Inc.
1st floor
Montreal, Quebec H3B 5G2
Roger Barton 5650 Yonge Street, 5th Vice-President, General
Floor Counsel & Secretary of
Toronto, ON M2M 4H5 Teachers'
Robert Bertram 5650 Yonge Street, 5th Executive Vice-President,
Floor Investments of Teachers'
Toronto, ON M2M 4H5
John Brennan 5650 Yonge Street, 5th Vice-President, Human
Floor Resources & Public Affairs
Toronto, ON M2M 4H5 of Teachers'
Russ Bruch 5650 Yonge Street, 5th Vice-President, Investment
Floor Operations & Chief
Toronto, ON M2M 4H5 Information
Officer of Teachers'
Zev Frishman 5650 Yonge Street, 5th Vice-President, Structured
Floor Portfolios & External
Toronto, ON M2M 4H5 Managers of Teachers'
7
Brian Gibson 5650 Yonge Street, Senior Vice-President,
5th Floor Public
Toronto, ON M2M 4H5 Equities of Teachers'
Stephen Dowd 5650 Yonge Street, 5th Vice-President,
Floor Infrastructure
Toronto, ON M2M 4H5 of Teachers'
Dan Houle 5650 Yonge Street, 5th Vice-President, Business
Floor Solutions Investment I&T of
Toronto, ON M2M 4H5 Teachers'
Wayne Kozun 5650 Yonge Street, 5th Vice-President, Tactical
Floor Asset
Toronto, ON M2M 4H5 Allocation of Teachers'
Claude Lamoureux 5650 Yonge Street, 5th President and Chief
Floor Executive
Toronto, ON M2M 4H5 Officer of Teachers'
Jim Leech 5650 Yonge Street, 5th Senior Vice-President,
Floor Teachers' Private Capital of
Toronto, ON M2M 4H5 Teachers'
Peter Maher 5650 Yonge Street, 5th Vice-President, Audit
Floor Services of Teachers'
Toronto, ON M2M 4H5
Rosemarie McClean 5650 Yonge Street, Senior Vice-President,
5th Floor Member
Toronto, ON M2M 4H5 Services of Teachers'
David McGraw 5650 Yonge Street, 5th Vice-President Finance and
Floor Chief Financial Officer of
Toronto, ON M2M 4H5 Teachers'
Dean Metcalf 5650 Yonge Street, 5th Vice-President, Teachers'
Floor Private Capital of Teachers'
Toronto, ON M2M 4H5
Ron Mock 5650 Yonge Street, 5th Vice-President, Alternative
Floor Investments of Teachers'
Toronto, ON M2M 4H5
Phil Nichols 5650 Yonge Street, 5th Vice-President, IT Member
Floor Services of Teachers'
Toronto, ON M2M 4H5
Neil Petroff 5650 Yonge Street, 5th Senior Vice-President,
Floor Tactical
Toronto, ON M2M 4H5 Asset Allocation &
Alternative Investments
Sean Rogister 5650 Yonge Street, 5th Senior Vice-President,
Floor Fixed Income of Teachers'
Toronto, ON M2M 4H5
Lee Sienna 5650 Yonge Street, 5th Vice-President, Teachers'
Floor Private Capital of Teachers'
Toronto, ON M2M 4H5
Andrew Spence 5650 Yonge Street, 5th Vice-President and Chief
Floor Economist
Toronto, ON M2M 4H5
Erol Uzumeri 5650 Yonge Street, 5th Vice-President, Teachers'
Floor Private Capital of Teachers'
Toronto, ON M2M 4H5
8
Alan Wilson 5650 Yonge Street, 5th Vice-President, Fixed Income
Floor Credit of Teachers'
Toronto, ON M2M 4H5
Rosemary Zigrossi 5650 Yonge Street, 5th Vice-President, Venture
Floor Capital of Teachers'
Toronto, ON M2M 4H5
Barb Zvan 5650 Yonge Street, 5th Senior Vice-President, Asset
Floor Mix & Risk of Teachers'
Toronto, ON M2M 4H5