SC 13D/A 1 mv6-4_13da1version2.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* 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 1, 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 50,802,638 Number of Shares Beneficially Owned by Each Reporting Person With ------------------------------------------------------------ 8. Shared Voting Power -0- ------------------------------------------------------------ 9. Sole Dispositive Power 50,802,638 ------------------------------------------------------------ 10. Shared Dispositive Power -0- -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 50,802,638 -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain |_| Shares (See Instructions) -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 6.3%(1) -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) EP ---------------------------------- (1) Please see Item 5 for information regarding the percent of securities of Issuer held by Teachers'. 2 This Amendment No. 1 (this "Amendment") amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the U.S. 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, 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 2. IDENTITY AND BACKGROUND. ITEM 2 IS AMENDED AND RESTATED AS FOLLOWS: (a) This Amendment is being filed by Teachers', which previously filed a Schedule 13G with the SEC with respect to the Common Shares on February 2, 2007 and the Schedule 13D on April 9, 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. ITEM 3 IS AMENDED TO ADD THE FOLLOWING: The net amount of funds used by Teachers' to acquire the 8,018,700 additional Common Shares since the Schedule 13D was filed on April 9, 2007 was Cdn$316,577,009. The above amount of total consideration includes any commissions incurred in the making of the investments. All such purchases of Common Shares were funded by 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'. 3 ITEM 5. INTERESTS IN THE SECURITIES OF THE PURCHASER. ITEM 5 IS AMENDED TO ADD THE FOLLOWING: (a) and (b) As of the date of this Amendment, Teachers' is the beneficial owner of 50,802,638 Common Shares, representing approximately 6.3% of the Common Shares outstanding, which percentage is calculated based upon 800.9 million Common Shares reported to be outstanding by the Issuer as of March 31, 2007. On May 2, 2007, subsequent to the filing of the Schedule 13D by Teachers', the Issuer filed its 2007 First Quarter Shareholder Report under a Report on Form 6-K with the SEC, which reflected a decrease of 6.7 million shares in the total number of outstanding Common Shares since December 31, 2006. Consequently, the percentage of Common Shares deemed to be beneficially owned by Teachers', as reported in this Amendment, reflects a net increase resulting from the purchases of Common Shares by Teachers', as disclosed herein, and the decrease in the total number of outstanding Common Shares, as reported by the Issuer. 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 Amendment, 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 800.9 million Common Shares reported to be outstanding by the Issuer as of March 31, 2007) 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) Jean Turmel 1,830 (ii) Robert Bertram 7,662(2) (iii) Brian Gibson 3,732 (iv) Claude Lamoureux 2,561(3) (v) Jim Leech 306(4) (vi) David McGraw 472(5) ---------------------------------- (2) Mr. Bertram shares voting power and dispositive power with his wife with respect to such Common Shares. (3) Mr. Lamoureux shares voting power and dispositive power with his wife with respect to 731 of such Common Shares. (4) Mr. Leech owns such Common Shares in an account over which he has no investment discretion. (5) Mr. McGraw owns such Common Shares in an account over which he has no investment discretion. 4 (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 Common Shares. (c) Except as set forth above or in the attached Schedule B, Teachers' has not effected any transaction in Common Shares during the 60 days preceding the date of this Amendment. To the best of Teachers' knowledge, none of the persons listed on Schedule A hereto has effected any transactions in Common Shares in the past 60 days other than the following transactions:
Number of Purchase Price Per Transaction Name Date of Transaction Common Shares or Sale Common Share Effected Through ---- ------------------- ------------- ------- ------------ ---------------- David McGraw April 27, 2007 500 Sale Cdn$39.24 Toronto Stock Exchange Jim Leech April 26, 2007 400 Sale Cdn$39.24 Toronto Stock Exchange
(d) Not applicable. (e) Not applicable. 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: June 4, 2007 ONTARIO TEACHERS' PENSION PLAN BOARD By: /s/ Roger I. Barton ----------------------------------------- Name: Roger I. Barton Title: Vice President, General Counsel and Secretary 6 SCHEDULE A DIRECTORS, EXECUTIVE OFFICERS, AND CONTROLLING PERSONS OF TEACHERS'
NAME RESIDENCE OR BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT ---------------------------------- ------------------------------------------- --------------------------------------- Jill Denham 36 Bayview Wood Former Vice-Chair, CIBC Retail Markets (Director) Toronto, ON M4N 1R7 Helen Kearns 71 Hudson Drive President of R.S. Bell & Associates (Director) Toronto, ON M4T 2K2 Hugh Mackenzie 418 Markham Street Economic Consultant (Director) Toronto, ON M6G 2L2 Louis Martel Greystone Managed Investments Inc. Vice-President, Greystone Managed (Director) Canada Trust Tower, BCE Place Investments Inc. Toronto, ON M5J 2S1 Guy Matte 7083 Notre-Dame Former Executive Director of the (Director) Orleans, ON K1C 1J1 Association des enseignantes et des enseignants franco-ontariens Eileen Mercier 199 Cranbrooke Avenue Former Senior Vice-President and (Chairperson) Toronto, ON M5M 1M6 Chief Financial Officer of Abitibi-Price Inc. Sharon Sallows 40 Edgar Avenue Partner, Ryegate Capital Corporation (Director) Toronto, ON M4W 2A9 Jean Turmel Perseus Capital Inc. President, Perseus Capital Inc. (Director) 1155 Metcalfe St., 1st floor Montreal, Quebec H3B 5G2 Roger Barton 5650 Yonge Street, 5th Floor Vice-President, General Counsel & Toronto, ON M2M 4H5 Secretary of Teachers' Robert Bertram 5650 Yonge Street, 5th Floor Executive Vice-President, Investments Toronto, ON M2M 4H5 of Teachers' John Brennan 5650 Yonge Street, 5th Floor Vice-President, Human Resources & Toronto, ON M2M 4H5 Public Affairs of Teachers' Russ Bruch 5650 Yonge Street, 5th Floor Vice-President, Investment Operations Toronto, ON M2M 4H5 & Chief Information Officer of Teachers' Zev Frishman 5650 Yonge Street, 5th Floor Vice-President, Structured Portfolios Toronto, ON M2M 4H5 & External Managers of Teachers' NAME RESIDENCE OR BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT ---------------------------------- ------------------------------------------- --------------------------------------- Brian Gibson 5650 Yonge Street, 5th Floor Senior Vice-President, Public Toronto, ON M2M 4H5 Equities of Teachers' Stephen Dowd 5650 Yonge Street, 5th Floor Vice-President, Infrastructure of Toronto, ON M2M 4H5 Teachers' Dan Houle 5650 Yonge Street, 5th Floor Vice-President, Business Solutions Toronto, ON M2M 4H5 Investment I&T of Teachers' Wayne Kozun 5650 Yonge Street, 5th Floor Vice-President, Tactical Asset Toronto, ON M2M 4H5 Allocation, of Teachers' Claude Lamoureux 5650 Yonge Street, 5th Floor President and Chief Executive Officer Toronto, ON M2M 4H5 of Teachers' Jim Leech 5650 Yonge Street, 5th Floor Senior Vice-President, Teachers' Toronto, ON M2M 4H5 Private Capital of Teachers' Peter Maher 5650 Yonge Street, 5th Floor Vice-President, Audit Services of Toronto, ON M2M 4H5 Teachers' Rosemarie McClean 5650 Yonge Street, 5th Floor Senior Vice-President Member Services Toronto, ON M2M 4H5 of Teachers' David McGraw 5650 Yonge Street, 5th Floor Vice-President and Chief Financial Toronto, ON M2M 4H5 Officer of Teachers' Dean Metcalf 5650 Yonge Street, 5th Floor Vice-President, Teachers' Private Toronto, ON M2M 4H5 Capital of Teachers' Ron Mock 5650 Yonge Street, 5th Floor Vice-President, Alternative Toronto, ON M2M 4H5 Investments of Teachers' Phil Nichols 5650 Yonge Street, 5th Floor Vice-President, IT Member Services of Toronto, ON M2M 4H5 Teachers' Neil Petroff 5650 Yonge Street, 5th Floor Senior Vice-President, Tactical Asset Toronto, ON M2M 4H5 Allocation & Alternative Investments of Teachers' Sean Rogister 5650 Yonge Street, 5th Floor Senior Vice-President, Fixed Income Toronto, ON M2M 4H5 of Teachers' Lee Sienna 5650 Yonge Street, 5th Floor Vice-President, Teachers' Private Toronto, ON M2M 4H5 Capital of Teachers' Andrew Spence 5650 Yonge Street, 5th Floor Vice-President, and Chief Economist Toronto, ON M2M 4H5 of Teachers' Erol Uzumeri 5650 Yonge Street, 5th Floor Vice-President, Teachers' Private Toronto, ON M2M 4H5 Capital of Teachers' NAME RESIDENCE OR BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT ---------------------------------- ------------------------------------------- --------------------------------------- Alan Wilson 5650 Yonge Street, 5th Floor Vice-President, Fixed Income Credit Toronto, ON M2M 4H5 of Teachers' Rosemary Zigrossi 5650 Yonge Street, 5th Floor Vice-President, Venture Capital of Toronto, ON M2M 4H5 Teachers' Barbara Zvan 5650 Yonge Street, 5th Floor Senior Vice-President, Asset Mix & Toronto, ON M2M 4H5 Risk of Teachers'
SCHEDULE B TRANSACTIONS IN COMMON SHARES BY TEACHERS'
Number of Common Purchase Price per Common Transaction Date of Transaction Shares or Sale Share Effected Through ------------------- ------ ------- ----- ---------------- May 23, 2007 500,000 Purchase Cdn$39.33 Toronto Stock Exchange May 24, 2007 247,000 Purchase Cdn$39.53 Toronto Stock Exchange May 24, 2007 250,000 Purchase Cdn$39.38 Toronto Stock Exchange May 24, 2007 250,000 Purchase Cdn$39.38 Toronto Stock Exchange May 24, 2007 1,098,100 Purchase Cdn$39.33 Toronto Stock Exchange May 25, 2007 500,000 Purchase Cdn$39.53 Toronto Stock Exchange May 25, 2007 200,000 Purchase Cdn$39.53 Toronto Stock Exchange May 28, 2007 500,000 Purchase Cdn$39.45 Toronto Stock Exchange May 29, 2007 700,000 Purchase Cdn$39.53 Toronto Stock Exchange May 29, 2007 600,000 Purchase Cdn$39.53 Toronto Stock Exchange May 29, 2007 250,000 Purchase Cdn$39.53 Toronto Stock Exchange May 30, 2007 500,000 Purchase Cdn$39.38 Toronto Stock Exchange May 30, 2007 538,200 Purchase Cdn$39.41 Toronto Stock Exchange May 31, 2007 612,400 Purchase Cdn$39.51 Toronto Stock Exchange May 31, 2007 335,000 Purchase Cdn$39.52 Toronto Stock Exchange June 1, 2007 928,000 Purchase Cdn$39.73 Toronto Stock Exchange June 1, 2007 10,000 Purchase Cdn$39.73 Toronto Stock Exchange