UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
BCE INC.
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON SHARES, NO PAR VALUE
--------------------------------------------------------------------------------
(Title of Class of Securities)
05534B760
--------------------------------------------------------------------------------
(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
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 5, 2007
--------------------------------------------------------------------------------
(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).
This Amendment No. 2 (this "Amendment") amends the Statement of Beneficial
Ownership on Schedule 13D originally filed with the 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 or in Amendment No. 1
to the Schedule 13D, as filed with the SEC on June 5, 2007, 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 4. PURPOSE OF TRANSACTION.
ITEM 4 IS AMENDED AS FOLLOWS:
On June 5, 2007, Teachers' and the Issuer entered into a Confidentiality
Agreement (the "Confidentiality Agreement") pursuant to which the Issuer may
provide Teachers' with certain information concerning the Issuer that could
reasonably be expected to be confidential (the "Confidential Information"),
including information about its divisions, affiliates, associates, subsidiaries,
business segments, employees, officer, directors, customers and/or vendors, in
connection with a potential transaction or other business combination involving
the purchase of an interest in some or all of the Issuer (each a "Transaction").
Subject to customary exceptions, Teachers' has agreed to keep confidential the
Confidential Information. The Confidentiality Agreement contains standstill
provisions that, subject to certain exceptions, prohibit Teachers' from taking
certain actions without the Issuer's prior written consent until the earlier of
(i) June 5, 2008 and (ii) such time as Teachers' obtains the written consent of
the Issuer. Such actions include (a) effecting or proposing to effect (i) any
acquisition of any securities or rights to acquire any securities, assets or
properties of the Issuer or certain of its affiliates, (ii) any merger,
arrangement or other business combination or takeover bid or exchange offer
involving the Issuer or certain of its affiliates, (iii) any recapitalization,
dissolution or other extraordinary transaction with respect to the Issuer or
certain of its affiliates and (iv) any solicitation of proxies or consent to
vote with respect to any voting securities of the Issuer or certain of its
affiliates, (b) participating or joining in a group or acting in concert with
any person with respect to voting securities of the Issuer or attempting to
acquire direct or indirect control of the Issuer or certain of its affiliates,
(c) otherwise seeking to control or influence the management, board of directors
or policies of the Issuer or certain of its affiliates, (d) taking any action
that might reasonably be expected to cause or require the Issuer to make a
public announcement regarding the matters set forth in (a) above, (e) making any
public disclosure with respect to the provisions of the Confidentiality
Agreement and (f) entering into any arrangements or agreements with third
parties with respect to the foregoing other than with certain permitted parties
for purposes of evaluating a Transaction. The standstill provisions will expire
when (i) an offer to acquire all of the equity securities or substantially all
of the assets of the Issuer by a third party is publicly disclosed and approved
by the Board of Directors of the Issuer or (ii) a third party acquires ownership
of more than 50% of the Common Shares of the Issuer. Teachers' also has agreed
that it will not, without the prior written consent of the Issuer, disclose,
discuss or enter into an agreement with any other person for the purpose of
partnering with or obtaining financing from such person in connection with a
Transaction, other than with or from certain permitted parties specified in the
Confidentiality Agreement.
Teachers' has had conversations, and plans to have additional
conversations, with representatives of the Issuer and others with respect to a
Transaction and other matters. No assurances can be given that a Transaction
involving the Issuer will be proposed, or if proposed, consummated.
2
Except as disclosed in this Amendment, 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, subject to the restrictions contained in the Confidentiality
Agreement, (i) purchase or otherwise acquire additional Common Shares, or other
securities of the Issuer, 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 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
ITEM 6 IS AMENDED TO ADD THE FOLLOWING:
Please see the disclosure included in Item 4 for information regarding
contracts with respect to securities of the Issuer.
3
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 6, 2007
ONTARIO TEACHERS' PENSION PLAN BOARD
By: /s/ Roger I. Barton
----------------------------------------
Name: Roger I. Barton
Title: Vice President, General Counsel and
Secretary
4