UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
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 26, 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).
This Amendment No. 3 (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
Teachers' 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"), as amended by Amendment No. 1 to the Schedule
13D, as filed with the SEC on June 5, 2007 and Amendment No. 2 to the Schedule
13D, as filed with the SEC on June 7, 2007. 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 or Amendment No. 2 to the Schedule 13D, 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 TO ADD THE FOLLOWING:
On June 26, 2007, at the invitation of the Strategic Oversight Committee
of the board of directors of the Issuer (the "Strategic Oversight Committee"),
Teachers' and certain other equity investors submitted a proposal to acquire all
of the outstanding shares of the Issuer not currently owned by Teachers' (the
"Proposal"). The Proposal is conditioned upon, among other things, the
negotiation and execution of mutually satisfactory definitive agreements and
approval by the Strategic Oversight Committee and the board of directors of the
Issuer. Teachers' has had discussions, and expects to have additional
discussions, with representatives of the Issuer and others with respect to the
Proposal and related matters. No assurances can be given that the Proposal or
any transaction involving the Issuer and Teachers' will be consummated or
regarding the final terms of any such transaction.
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 a
proposal with respect to securities of the Issuer.
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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 27, 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
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