UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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 and Communications)
JUNE 1, 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 50,802,638
Number of Shares
Beneficially
Owned by Each
Reporting Person
With
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8. Shared Voting Power -0-
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9. Sole Dispositive Power 50,802,638
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10. Shared Dispositive Power -0-
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11. Aggregate Amount Beneficially Owned by Each
Reporting Person 50,802,638
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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) 6.3%(1)
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14. Type of Reporting Person (See Instructions) EP
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(1) Please see Item 5 for information regarding the percent of securities of
Issuer held by Teachers'.
2
This Amendment No. 1 (this "Amendment") amends the Statement of
Beneficial Ownership on Schedule 13D originally filed with the U.S. Securities
and Exchange Commission (the "SEC") on April 9, 2007 (the "Schedule 13D") by
Ontario Teacher's Pension Plan Board ("Teachers'") with respect to 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. Unless specifically amended hereby, the disclosures set
forth in the Schedule 13D shall remain unchanged. Capitalized terms used herein
but not otherwise defined herein shall have the meanings set forth in the
Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
ITEM 2 IS AMENDED AND RESTATED AS FOLLOWS:
(a) This Amendment is being filed by Teachers', which previously
filed a Schedule 13G with the SEC with respect to the Common Shares on February
2, 2007 and the Schedule 13D on April 9, 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.
ITEM 3 IS AMENDED TO ADD THE FOLLOWING:
The net amount of funds used by Teachers' to acquire the 8,018,700
additional Common Shares since the Schedule 13D was filed on April 9, 2007 was
Cdn$316,577,009. The above amount of total consideration includes any
commissions incurred in the making of the investments. All such purchases of
Common Shares were funded by 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'.
3
ITEM 5. INTERESTS IN THE SECURITIES OF THE PURCHASER.
ITEM 5 IS AMENDED TO ADD THE FOLLOWING:
(a) and (b) As of the date of this Amendment, Teachers' is the
beneficial owner of 50,802,638 Common Shares, representing approximately 6.3% of
the Common Shares outstanding, which percentage is calculated based upon 800.9
million Common Shares reported to be outstanding by the Issuer as of March 31,
2007. On May 2, 2007, subsequent to the filing of the Schedule 13D by Teachers',
the Issuer filed its 2007 First Quarter Shareholder Report under a Report on
Form 6-K with the SEC, which reflected a decrease of 6.7 million shares in the
total number of outstanding Common Shares since December 31, 2006. Consequently,
the percentage of Common Shares deemed to be beneficially owned by Teachers', as
reported in this Amendment, reflects a net increase resulting from the purchases
of Common Shares by Teachers', as disclosed herein, and the decrease in the
total number of outstanding Common Shares, as reported by the Issuer. 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 Amendment, 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 800.9 million Common Shares reported to be outstanding by
the Issuer as of March 31, 2007) 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) Jean Turmel 1,830
(ii) Robert Bertram 7,662(2)
(iii) Brian Gibson 3,732
(iv) Claude Lamoureux 2,561(3)
(v) Jim Leech 306(4)
(vi) David McGraw 472(5)
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(2) Mr. Bertram shares voting power and dispositive power with his wife with
respect to such Common Shares.
(3) Mr. Lamoureux shares voting power and dispositive power with his wife with
respect to 731 of such Common Shares.
(4) Mr. Leech owns such Common Shares in an account over which he has no
investment discretion.
(5) Mr. McGraw owns such Common Shares in an account over which he has no
investment discretion.
4
(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 Common Shares.
(c) Except as set forth above or in the attached Schedule B, Teachers'
has not effected any transaction in Common Shares during the 60 days preceding
the date of this Amendment. To the best of Teachers' knowledge, none of the
persons listed on Schedule A hereto has effected any transactions in Common
Shares in the past 60 days other than the following transactions:
Number of Purchase Price Per Transaction
Name Date of Transaction Common Shares or Sale Common Share Effected Through
---- ------------------- ------------- ------- ------------ ----------------
David McGraw April 27, 2007 500 Sale Cdn$39.24 Toronto Stock
Exchange
Jim Leech April 26, 2007 400 Sale Cdn$39.24 Toronto Stock
Exchange
(d) Not applicable.
(e) Not applicable.
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: June 4, 2007
ONTARIO TEACHERS' PENSION PLAN BOARD
By: /s/ Roger I. Barton
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Name: Roger I. Barton
Title: Vice President, General Counsel and
Secretary
6
SCHEDULE A
DIRECTORS, EXECUTIVE OFFICERS, AND CONTROLLING PERSONS OF TEACHERS'
NAME RESIDENCE OR BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT
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Jill Denham 36 Bayview Wood Former Vice-Chair, CIBC Retail Markets
(Director) Toronto, ON M4N 1R7
Helen Kearns 71 Hudson Drive President of R.S. Bell & Associates
(Director) Toronto, ON M4T 2K2
Hugh Mackenzie 418 Markham Street Economic Consultant
(Director) Toronto, ON M6G 2L2
Louis Martel Greystone Managed Investments Inc. Vice-President, Greystone Managed
(Director) Canada Trust Tower, BCE Place Investments Inc.
Toronto, ON M5J 2S1
Guy Matte 7083 Notre-Dame Former Executive Director of the
(Director) Orleans, ON K1C 1J1 Association des enseignantes et des
enseignants franco-ontariens
Eileen Mercier 199 Cranbrooke Avenue Former Senior Vice-President and
(Chairperson) Toronto, ON M5M 1M6 Chief Financial Officer of
Abitibi-Price Inc.
Sharon Sallows 40 Edgar Avenue Partner, Ryegate Capital Corporation
(Director) Toronto, ON M4W 2A9
Jean Turmel Perseus Capital Inc. President, Perseus Capital Inc.
(Director) 1155 Metcalfe St., 1st floor
Montreal, Quebec H3B 5G2
Roger Barton 5650 Yonge Street, 5th Floor Vice-President, General Counsel &
Toronto, ON M2M 4H5 Secretary of Teachers'
Robert Bertram 5650 Yonge Street, 5th Floor Executive Vice-President, Investments
Toronto, ON M2M 4H5 of Teachers'
John Brennan 5650 Yonge Street, 5th Floor Vice-President, Human Resources &
Toronto, ON M2M 4H5 Public Affairs of Teachers'
Russ Bruch 5650 Yonge Street, 5th Floor Vice-President, Investment Operations
Toronto, ON M2M 4H5 & Chief Information Officer of
Teachers'
Zev Frishman 5650 Yonge Street, 5th Floor Vice-President, Structured Portfolios
Toronto, ON M2M 4H5 & External Managers of Teachers'
NAME RESIDENCE OR BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT
---------------------------------- ------------------------------------------- ---------------------------------------
Brian Gibson 5650 Yonge Street, 5th Floor Senior Vice-President, Public
Toronto, ON M2M 4H5 Equities of Teachers'
Stephen Dowd 5650 Yonge Street, 5th Floor Vice-President, Infrastructure of
Toronto, ON M2M 4H5 Teachers'
Dan Houle 5650 Yonge Street, 5th Floor Vice-President, Business Solutions
Toronto, ON M2M 4H5 Investment I&T of Teachers'
Wayne Kozun 5650 Yonge Street, 5th Floor Vice-President, Tactical Asset
Toronto, ON M2M 4H5 Allocation, of Teachers'
Claude Lamoureux 5650 Yonge Street, 5th Floor President and Chief Executive Officer
Toronto, ON M2M 4H5 of Teachers'
Jim Leech 5650 Yonge Street, 5th Floor Senior Vice-President, Teachers'
Toronto, ON M2M 4H5 Private Capital of Teachers'
Peter Maher 5650 Yonge Street, 5th Floor Vice-President, Audit Services of
Toronto, ON M2M 4H5 Teachers'
Rosemarie McClean 5650 Yonge Street, 5th Floor Senior Vice-President Member Services
Toronto, ON M2M 4H5 of Teachers'
David McGraw 5650 Yonge Street, 5th Floor Vice-President and Chief Financial
Toronto, ON M2M 4H5 Officer of Teachers'
Dean Metcalf 5650 Yonge Street, 5th Floor Vice-President, Teachers' Private
Toronto, ON M2M 4H5 Capital of Teachers'
Ron Mock 5650 Yonge Street, 5th Floor Vice-President, Alternative
Toronto, ON M2M 4H5 Investments of Teachers'
Phil Nichols 5650 Yonge Street, 5th Floor Vice-President, IT Member Services of
Toronto, ON M2M 4H5 Teachers'
Neil Petroff 5650 Yonge Street, 5th Floor Senior Vice-President, Tactical Asset
Toronto, ON M2M 4H5 Allocation & Alternative Investments
of Teachers'
Sean Rogister 5650 Yonge Street, 5th Floor Senior Vice-President, Fixed Income
Toronto, ON M2M 4H5 of Teachers'
Lee Sienna 5650 Yonge Street, 5th Floor Vice-President, Teachers' Private
Toronto, ON M2M 4H5 Capital of Teachers'
Andrew Spence 5650 Yonge Street, 5th Floor Vice-President, and Chief Economist
Toronto, ON M2M 4H5 of Teachers'
Erol Uzumeri 5650 Yonge Street, 5th Floor Vice-President, Teachers' Private
Toronto, ON M2M 4H5 Capital of Teachers'
NAME RESIDENCE OR BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT
---------------------------------- ------------------------------------------- ---------------------------------------
Alan Wilson 5650 Yonge Street, 5th Floor Vice-President, Fixed Income Credit
Toronto, ON M2M 4H5 of Teachers'
Rosemary Zigrossi 5650 Yonge Street, 5th Floor Vice-President, Venture Capital of
Toronto, ON M2M 4H5 Teachers'
Barbara Zvan 5650 Yonge Street, 5th Floor Senior Vice-President, Asset Mix &
Toronto, ON M2M 4H5 Risk of Teachers'
SCHEDULE B
TRANSACTIONS IN COMMON SHARES BY TEACHERS'
Number of Common Purchase Price per Common Transaction
Date of Transaction Shares or Sale Share Effected Through
------------------- ------ ------- ----- ----------------
May 23, 2007 500,000 Purchase Cdn$39.33 Toronto Stock Exchange
May 24, 2007 247,000 Purchase Cdn$39.53 Toronto Stock Exchange
May 24, 2007 250,000 Purchase Cdn$39.38 Toronto Stock Exchange
May 24, 2007 250,000 Purchase Cdn$39.38 Toronto Stock Exchange
May 24, 2007 1,098,100 Purchase Cdn$39.33 Toronto Stock Exchange
May 25, 2007 500,000 Purchase Cdn$39.53 Toronto Stock Exchange
May 25, 2007 200,000 Purchase Cdn$39.53 Toronto Stock Exchange
May 28, 2007 500,000 Purchase Cdn$39.45 Toronto Stock Exchange
May 29, 2007 700,000 Purchase Cdn$39.53 Toronto Stock Exchange
May 29, 2007 600,000 Purchase Cdn$39.53 Toronto Stock Exchange
May 29, 2007 250,000 Purchase Cdn$39.53 Toronto Stock Exchange
May 30, 2007 500,000 Purchase Cdn$39.38 Toronto Stock Exchange
May 30, 2007 538,200 Purchase Cdn$39.41 Toronto Stock Exchange
May 31, 2007 612,400 Purchase Cdn$39.51 Toronto Stock Exchange
May 31, 2007 335,000 Purchase Cdn$39.52 Toronto Stock Exchange
June 1, 2007 928,000 Purchase Cdn$39.73 Toronto Stock Exchange
June 1, 2007 10,000 Purchase Cdn$39.73 Toronto Stock Exchange