-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E+uSV7+H8Kh8dOj5pjGbs8GaZy+h/z18U1VlD433uFur6PCsKunS4v6GAlIzxNxI jM1gQTBnsck5PeMZ5kApbg== 0000909518-07-000316.txt : 20070409 0000909518-07-000316.hdr.sgml : 20070409 20070409160208 ACCESSION NUMBER: 0000909518-07-000316 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070409 DATE AS OF CHANGE: 20070409 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BCE INC CENTRAL INDEX KEY: 0000718940 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 99999999 STATE OF INCORPORATION: A8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-36793 FILM NUMBER: 07756373 BUSINESS ADDRESS: STREET 1: 1000 DE LA GAUCHETIERE OUEST STREET 2: BUREAU 4100 MONTREAL CITY: QUEBEC CANADA STATE: A8 ZIP: H3B 4Y7 BUSINESS PHONE: 5143977000 MAIL ADDRESS: STREET 1: 1000 DE LA GAUCHETIERE OUEST STREET 2: BUREAU 4100 MONTREAL CITY: QUEBEC CANADA STATE: A8 ZIP: H3B 4Y7 FORMER COMPANY: FORMER CONFORMED NAME: BELL CANADA ENTERPRISES INC DATE OF NAME CHANGE: 19880111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ONTARIO TEACHERS PENSION PLAN BOARD CENTRAL INDEX KEY: 0000937567 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 5650 YONGE STREET STREET 2: NORTH YORK CITY: ONTARIO CANADA ZIP: M2M 4H5 BUSINESS PHONE: 4167305300 MAIL ADDRESS: STREET 1: 5650 YONGE STREET STREET 2: NORTH YORK CITY: ONTARIO CANADA ZIP: M2M 4H5 SC 13D 1 mm04-0307_13d.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __________)* 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 MARCH 30, 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). CUSIP No. 05534B760 ================================================================================ - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). ONTARIO TEACHERS' PENSION PLAN BOARD - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a)[_] (b)[_] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization ONTARIO, CANADA - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially 42,783,938 Owned by Each Reporting Person - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) |_| Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 5.3% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) EP - -------------------------------------------------------------------------------- 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 -------------------------------------------- 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 -----END PRIVACY-ENHANCED MESSAGE-----