-----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, TKHM2XUDk+1BVHXMDVDS3OuoOHZtZxu6mYdMOsqqfit9DxzNqe5+OwIBODy2m+Jh lwoPO3m7xx3my0cfAeJeBA== 0000898286-04-000019.txt : 20040402 0000898286-04-000019.hdr.sgml : 20040402 20040402100220 ACCESSION NUMBER: 0000898286-04-000019 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040402 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TELESYSTEM INTERNATIONAL WIRELESS INC CENTRAL INDEX KEY: 0001045632 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 000000000 STATE OF INCORPORATION: A8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55161 FILM NUMBER: 04711561 BUSINESS ADDRESS: STREET 1: 1250 REN?-L?VESQUE WEST STREET 2: 38TH FLOOR CITY: MONTREAL, QUEBEC STATE: E6 ZIP: H3B 4W8 BUSINESS PHONE: 514-673-8497 MAIL ADDRESS: STREET 1: 1250 REN?-L?VESQUE WEST STREET 2: 38TH FLOOR CITY: MONTREAL, QUEBEC STATE: A8 ZIP: H3B 4W8 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAISSE DE DEPOT ET PLACEMENT DU QUEBEC CENTRAL INDEX KEY: 0000898286 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1981 AVE MCGILL COLLEGE STREET 2: MONTREAL QUEBEC CITY: CANADA STATE: E6 ZIP: H3A3C7 BUSINESS PHONE: 5148472130 SC 13D/A 1 telesystem-13da.htm UNITED STATES

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 13)

Under the Securities Exchange Act of 1934

Telesystem International Wireless Inc.
(Name of Issuer)

Common stock
(Title of Class of Securities)

879 946 101
(CUSIP Number)

Ginette Depelteau
Caisse de dépôt et placement du Québec
1000 place Jean-Paul Riopelle, Montreal (Quebec), H2Z 2B3
Tel.: (514) 847-5901

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 25, 2004

(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 which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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, as amended ("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. 879 946 101

 1.

NAME OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

Caisse de dépôt et placement du Québec

 2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)

(b)

  3.

SEC USE ONLY

  4.

SOURCE OF FUNDS: WC

  5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):


  6.

CITIZENSHIP OR PLACE OF ORGANIZATION: Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

 7.

SOLE VOTING POWER: 12,241,073 (1)

 8.

SHARED VOTING POWER:

 9.

SOLE DISPOSITIVE POWER: 12,241,073 (1)

10.

SHARED DISPOSITIVE POWER:

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

12,241,073 (1)

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES:

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9,57% (1)

14.

TYPE OF REPORTING PERSON: CO

(1) In the event that Caisse de dépôt et placement du Québec ("Caisse") and Capital Communications CDPQ Inc. ("CDPQ"), its wholly-owned subsidiary, were to exercise their conversion right with respect to (i) a debenture issued by Télésystème Ltd., representing 11,313,480 common shares of Telesystem International Wireless Inc., and (ii) a debenture issued by Gestion Télésystème Inc., representing 159,388 common shares of Telesystem International Wireless Inc., as fully described in Item 5.

Item 1. Security and Issuer

The class of equity security to which this statement relates is the shares of common stock of Telesystem International Wireless Inc. (the "Shares"), a Canadian corporation (the "Issuer").

The principal executive offices of the Issuer are located at 1000 de la Gauchetière Street West, 16th floor, Montréal, Québec, H3B 4W5.

Item 2. Identity and Background

This statement is filed by Caisse. Caisse is a legal person without share capital and a mandatary of the State of the Province de Québec, created by a special act of the Legislature of the Province de Québec. The principal business of Caisse is to receive on deposit and manage funds deposited by agencies and instrumentalities of the Province de Québec.

The address of Caisse's principal business and principal office is 1000, place Jean-Paul-Riopelle, Montréal, Québec, H2Z 2B3. The names of the directors and executive officers of Caisse, their business addresses, their present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted other than Caisse are set forth in Exhibit A, attached hereto.

Each of the directors and executive officers named in Exhibit A is a Canadian citizen, except Mr. John T. Wall who is an American citizen.

Neither Caisse nor any of the individuals listed in Exhibit A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was or is subject to a judgment, decree or final order, enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws as a result of a civil proceeding of a judicial or administrative body of competent jurisdiction.

Item 3. Source and Amount of Funds or Other Consideration

N/A.

Item 4. Purpose of Transaction

N/A.

Item 5. Interest in Securities of the Issuer

As reported in Caisse's last amendment on schedule 13D/A dated February 26, 2004, Caisse held a debenture issued by Telesystem Ltd. (the "Telesystem Debenture") in principal amount of CAN$152,220,000. The terms of the Telesystem Debenture provide that it is exchangeable for 15,850,000 Shares and that it expires on the later of June 30, 2004 or a date ending 60 days after the closing of any secondary offering that may be done by Telesystem Ltd. by prospectus before June 30, 2004.

On March 25, 2004, Caisse announces that an amount of US$41,211,448.88 or CAN$54,827,711.59 representing part of the principal and interest of the Telesystem Debenture has been repaid. This amount was repaid subsequently to a secondary offering qualified by a short form Prospectus and supplemented short form Prospectus of the Issuer, dated March 18, 2004. Therefore, after the repayment, the principal amount of Telesystem Debenture is CAN$108,652,235.05.

As last reported, CDPQ, held a debenture of CAN$43,991,393, issued by Gestion Télésystème Inc. (the "Gestion Télésystème Debenture") which represents 159,388 Shares and which is exchangeable at any time but CDPQ has agreed not to exchange the Gestion Télésystème Debenture before August 1, 2004, provided the Issuer is not in default.

If CDPQ and Caisse were to exercise their conversion right with respect to the Telesystem Debenture and the Gestion Télésystème Debenture, the Shares that may be deemed owned by Caisse (directly and indirectly) would represent 9.57% of the Shares outstanding pursuant to the most recently available filing with the Commission.

The beneficial ownership of the Issuer's securities by the individuals named in item 2 is set forth to the best of Caisse's knowledge in Exhibit D attached, when applicable.

Caisse and CDPQ have the power to vote and to dispose of the Shares they own.

c) N/A

d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares of the Issuer listed in response to this item.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Caisse and, to the best of its knowledge, the individuals named in Item 2, have no contracts, arrangements, understandings or relationships with respect to any securities of the Issuer.

On March 4, 2004, Caisse and CDPQ have entered into an agreement with the Issuer and some of its shareholders pursuant to which they agreed to become, on or prior to the exchange of the debentures, a party to the Investor rights agreement and the Registration rights agreement.

Item 7. Material to be Filed as Exhibits.

Exhibit A: List of Executive Officers and Directors of Caisse de Depot et placement du Québec
Exhibit B: List of Executive Officers and Directors of Capital Communications CDPQ Inc.

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.

Signature

Date: April 1st, 2004

s/ Ginette Depelteau
- -----------------------------------------------------------------------
Signature

Ginette Depelteau, Vice-President and Corporate Secretary
Name / Title

EX-99 3 caisse.htm EXHIBIT A

EXHIBIT A

LIST OF EXECUTIVE OFFICERS AND DIRECTORS
OF Caisse de dépôt et placement du Québec

DIRECTORS

BUSINESS ADDRESS

PRINCIPAL
OCCUPATION

Henri-Paul Rousseau

Caisse de dépôt et placement du Québec
1000, place Jean-Paul-Riopelle
Montréal (Québec) H2Z 2B3

Chairman and Chief
Executive Officer

Guy Morneau

Régie des rentes du Québec
2600, boul. Laurier, bureau 546
Québec (Québec) G1V 4T3

Chairman of the Board and President

Jean-Claude Bachand

Fraser Milner Casgrain
1, Place Ville-Marie
Bureau 3900
Montréal (Québec) H3B 4M7

Lawyer

Bernard Bonin

745, Hot Springs Way
Ottawa (Ontario) K1V 1W8

 

Claudette Carbonneau

Confédération des syndicats nationaux
1601, Delorimier
Montréal (Québec) H2K 4M5

President

Steven Cummings

Placements Waxwell Cummings & Fils Ltée
4115, Sherbrooke West, Suite 600
Westmount (Québec) H3Z 1B1

President

Alban D'Amours

Mouvement des caisses Desjardins
100, avenue des Commandeurs
Lévis (Québec) G6V 7N5

President

Sylvie Dillard

Fonds québécois de la recherche sur la nature et les technologies
140, Grande-Allée Est, Bureau 450
Québec (Québec) G1R 5M8

Member and President of the board and Chief Executive Officer

Yves Filion

Hydro-Québec Distribution
75, boul. René-Lévesque Ouest
Montréal (Québec) H2Z 1A4

President

Gilles Godbout

Ministère des Finances
12, rue St-Louis
Québec (Québec) G1R 5L3

Deputy Minister, Finance, Economy and Research

Henri Massé

Fédération des travailleurs et travailleuses du Québec
545, boul. Crémazie Est
Montréal, (Québec) H2M 2V1

President

Nicole Trudeau

Commission municipale du Québec
500, René-Lévesque Blvd. West
Suite 24.200
Montréal (Québec) H2Z 1W7

Vice-President

Duc Vu

Commission administrative des régimes de retraite et d'assurances
475, St-Amable
Québec (Québec) G1R 5X3

President

John T. Wall

6601, Radnor Road
Bethesda, Maryland
20817 USA

 

 

OFFICERS

BUSINESS ADDRESS

PRINCIPAL
OCCUPATION

Henri-Paul Rousseau

Caisse de dépôt et placement du Québec
1000, place Jean-Paul-Riopelle
Montréal (Québec) H2Z 2B3

Chairman and Chief
Executive Officer

François Grenier

Same

Executive Vice-President,
Equity Markets

Denis Senécal

Same

Executive Vice-President,
Fixed Income

Christian Pestre

Same

Executive Vice-President,
Absolute Return

Normand Provost

Same

Executive Vice-President,
Private Equity and
President, Capital d'Amérique
CDPQ inc.

Fernand Perreault

Same

President, CDP Capital -
Real Estate Group and
Executive Vice-President, CDP Capital

Richard Guay

Same

Executive Vice-President,
Risk Management and
Depositors' Accounts
Management, CDP Capital

Ghislain Parent

Same

Executive Vice-President,
Finance, Treasury and Strategic Initiatives

Robert Desnoyers

Same

Executive Vice-President,
Human Resources and
Organisational Development

VP Pham

Same

Executive Vice-President,
Information Technology and
Investments Administration

Suzanne Masson

Same

Executive Vice-President,
Institutional Affairs

Ginette Depelteau

Same

Vice-President and Corporate Secretary

 

EX-99 4 communi.htm DIRECTORS

EXHIBIT B

LIST OF EXECUTIVE OFFICERS AND DIRECTORS
OF Capital Communications CDPQ Inc.

DIRECTORS

BUSINESS ADDRESS

PRINCIPAL
OCCUPATION

Normand Provost

Capital d'Amérique CDPQ inc.
1000, place Jean-Paul Riopelle
Montréal (Quebec) H2Z 2B3

President

François Laurin

Capital Communications CDPQ inc.
1000, place Jean-Paul Riopelle
Montréal (Québec) H2Z 2B3

Vice-President

 

OFFICERS

BUSINESS ADDRESS

PRINCIPAL
OCCUPATION

Normand Provost

Capital Communications CDPQ inc.
1000, place Jean-Paul Riopelle
Montréal (Québec) H2Z 2B3

President

François Laurin

Capital Communications CDPQ inc.
1000, place Jean-Paul Riopelle
Montréal (Québec) H2Z 2B3

Vice-President

Ginette Depelteau

Same

Secretary

 

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