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Proc-Type: 2001,MIC-CLEAR
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UNITED STATES SCHEDULE 13D/A (Amendment No. 13) Under the Securities Exchange Act of 1934 Telesystem International Wireless Inc. Common stock 879 946 101 Ginette Depelteau (Name, Address and Telephone Number of Person 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. 1. NAME OF REPORTING PERSON 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 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Canada NUMBER OF 7. SOLE VOTING POWER: 12,241,073 (1) 8. SHARED VOTING POWER: 9. SOLE DISPOSITIVE POWER: 12,241,073 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 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 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 Ginette Depelteau, Vice-President and Corporate Secretary EXHIBIT A LIST OF EXECUTIVE OFFICERS AND DIRECTORS DIRECTORS BUSINESS ADDRESS PRINCIPAL Henri-Paul Rousseau Caisse de dépôt et placement du Québec Chairman and Chief Guy Morneau Régie des rentes du Québec Chairman of the Board and President Jean-Claude Bachand Fraser Milner Casgrain Lawyer Bernard Bonin 745, Hot Springs Way Claudette Carbonneau Confédération des syndicats nationaux President Steven Cummings Placements Waxwell Cummings & Fils Ltée President Alban D'Amours Mouvement des caisses Desjardins President Sylvie Dillard Fonds québécois de la recherche sur la nature et les technologies Member and President of the board and Chief Executive Officer Yves Filion Hydro-Québec Distribution President Gilles Godbout Ministère des Finances Deputy Minister, Finance, Economy and Research Henri Massé Fédération des travailleurs et travailleuses du Québec President Nicole Trudeau Commission municipale du Québec Vice-President Duc Vu Commission administrative des régimes de retraite et d'assurances President John T. Wall 6601, Radnor Road
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
Caisse de dépôt et placement du Québec
1000 place Jean-Paul Riopelle, Montreal (Quebec), H2Z 2B3
Tel.: (514) 847-5901
Authorized to Receive Notices and Communications)
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
CERTAIN SHARES:
Exhibit B: List of Executive Officers and Directors of Capital Communications CDPQ Inc.
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Signature
Name / Title
OF Caisse de dépôt et placement du Québec
OCCUPATION
1000, place Jean-Paul-Riopelle
Montréal (Québec) H2Z 2B3
Executive Officer
2600, boul. Laurier, bureau 546
Québec (Québec) G1V 4T3
1, Place Ville-Marie
Bureau 3900
Montréal (Québec) H3B 4M7
Ottawa (Ontario) K1V 1W8
1601, Delorimier
Montréal (Québec) H2K 4M5
4115, Sherbrooke West, Suite 600
Westmount (Québec) H3Z 1B1
100, avenue des Commandeurs
Lévis (Québec) G6V 7N5
140, Grande-Allée Est, Bureau 450
Québec (Québec) G1R 5M8
75, boul. René-Lévesque Ouest
Montréal (Québec) H2Z 1A4
12, rue St-Louis
Québec (Québec) G1R 5L3
545, boul. Crémazie Est
Montréal, (Québec) H2M 2V1
500, René-Lévesque Blvd. West
Suite 24.200
Montréal (Québec) H2Z 1W7
475, St-Amable
Québec (Québec) G1R 5X3
Bethesda, Maryland
20817 USA
OFFICERS |
BUSINESS ADDRESS |
PRINCIPAL |
Henri-Paul Rousseau |
Caisse de dépôt et placement du Québec |
Chairman and Chief |
François Grenier |
Same |
Executive Vice-President, |
Denis Senécal |
Same |
Executive Vice-President, |
Christian Pestre |
Same |
Executive Vice-President, |
Normand Provost |
Same |
Executive Vice-President, |
Fernand Perreault |
Same |
President, CDP Capital - |
Richard Guay |
Same |
Executive Vice-President, |
Ghislain Parent |
Same |
Executive Vice-President, |
Robert Desnoyers |
Same |
Executive Vice-President, |
VP Pham |
Same |
Executive Vice-President, |
Suzanne Masson |
Same |
Executive Vice-President, |
Ginette Depelteau |
Same |
Vice-President and Corporate Secretary |
EXHIBIT B
LIST OF EXECUTIVE OFFICERS AND DIRECTORS
OF Capital Communications CDPQ Inc.
DIRECTORS |
BUSINESS ADDRESS |
PRINCIPAL |
Normand Provost |
Capital d'Amérique CDPQ inc. |
President |
François Laurin |
Capital Communications CDPQ inc. |
Vice-President |
OFFICERS |
BUSINESS ADDRESS |
PRINCIPAL |
Normand Provost |
Capital Communications CDPQ inc. |
President |
François Laurin |
Capital Communications CDPQ inc. |
Vice-President |
Ginette Depelteau |
Same |
Secretary |