SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the month of April 2003 Commission File Number 1-8481
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BCE Inc.
(Translation of Registrant's name into English)
1000, rue de La Gauchetiere Ouest, Bureau 3700, Montreal, Quebec H3B 4Y7,
(514) 397-7000
(Address of principal executive offices)
Indicate by check mark whether the Registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F Form 40-F X
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Indicate by check mark whether the Registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the Registrant
in connection with Rule 12g3-2(b): 82- .
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Notwithstanding any reference to BCE's Web site on the World Wide Web in the
documents attached hereto, the information contained in BCE's site or any other
site on the World Wide Web referred to in BCE's site is not a part of this Form
6-K and, therefore, is not filed with the Securities and Exchange Commission.
BCE and CGI Discussions Continuing
MONTREAL, April 15 /CNW Telbec/ - BCE Inc. (BCE) (TSX; NYSE: BCE) and CGI
Group Inc. (CGI) (TSX: GIB.A; NYSE: GIB) today confirmed that they are
continuing their discussions, as announced on December 18, 2002, to develop a
plan with the following objectives:
(i) to enhance the value of CGI by ensuring the continuity of CGI's
management and CGI's ability to deliver high quality services to its
customers; and
(ii) to realize the maximum value of BCE's investment in CGI.
The talks are proceeding well and, while no final decisions have been made,
the parties are committed to reaching a final agreement no later than August 1,
2003.
In order to allow time to conclude these discussions, the CGI Majority
Shareholders have agreed that their put rights provided for in the Options
Agreement entered into between them and BCE in 1998 will not be exercisable
until after August 1, 2003 and BCE has agreed that its disposition rights under
the Options Agreement will not be exercisable until after August 1, 2003. In
addition, BCE and the CGI Majority Shareholders have agreed to extend the
termination date of the Majority Shareholders' put rights under the Options
Agreement from January 4, 2004 to August 1, 2004, and to defer the commencement
of BCE's two-year call right period from January 6, 2004 to August 2, 2004.
The parties have also agreed to defer the final termination date of the
Options Agreement from January 5, 2006 to August 1, 2006. Except for these
deferrals and extensions, the Options Agreement remains unchanged.
BCE has also reiterated and clarified its prior statements made on December
18, 2002 that:
(i) its preferred course of action is no longer to dispose of the control
block in CGI, following the exercise, as the case may be, of the put
and call rights in 2003 and 2004;
(ii) if BCE were to divest a portion of its investment in CGI, it would be
done in an orderly manner, including compliance with the 12-month
prior notice provision of the existing Options Agreement; and
(iii) the existing commercial alliance between BCE and CGI will be
maintained, including the various outsourcing and consulting services
agreements provided by CGI to the BCE companies.
In order to facilitate these discussions, BCE and CGI are also announcing
that Mr. Michael Sabia, President and Chief Executive Officer of BCE, will
immediately join the CGI Board of Directors, as one of BCE's three nominees.
BCE's Chief Financial Officer, Mr. Siim A. Vanaselja, has agreed to step down as
a CGI director.
ABOUT BCE
BCE is Canada's largest communications company. It has 25 million customer
connections through the wireline, wireless, data/Internet and satellite services
it provides, largely under the Bell brand. BCE's media interests are held by
Bell Globemedia, including CTV and The Globe and Mail. As well, BCE has
e-commerce capabilities provided under the BCE Emergis brand. BCE shares are
listed in Canada, the United States and Europe.
ABOUT CGI
Founded in 1976, CGI is the fourth largest independent information
technology services firm in North America, based on its headcount. CGI and its
affiliated companies employ more than 21,000 professionals. CGI's annualized
revenue run-rate is currently $3 billion (US$2 billion) and at December 31,
2002, CGI's order backlog was $10.7 billion (US$7.1 billion). CGI provides end-
to-end IT and business process services to more than 3,500 clients worldwide
from offices in Canada, United States and Europe. CGI's shares are listed on the
TSX (GIB.A) and the NYSE (GIB) and are included in the TSX 100 Composite Index
as well as the S&P/TSX Canadian Information Technology and Canadian MidCap
Indices. Website: www.cgi.com.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements made in this press release, including, but not limited
to, BCE's and CGI's intentions concerning BCE's investment in CGI, are forward-
looking and are subject to important risks, uncertainties and assumptions. The
results or events predicted in these forward-looking statements may differ
materially from actual results or events. Factors that could cause actual
results or events to differ materially from current expectations include, among
other things: the fact that there can be no assurance as to the outcome of the
discussions between BCE and CGI; the state of capital markets; general economic
conditions; business conditions and market competition in the information
technology industry; and closing conditions (including regulatory approvals)
that would be applicable to any proposed dispositions by BCE. The
forward-looking statements contained in this press release represent BCE's and
CGI's expectations as of April 15, 2003 and, accordingly, are subject to change
after such date. However, BCE and CGI disclaim any intention or obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
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For further information: BCE: Don Doucette, Communications,
(514) 786-3924, Web Site: www.bce.ca; Isabelle Morin, Investor Relations,
(514) 786-3845; CGI: Eileen Murphy, Media Relations, (514) 841-3430, Web Site:
www.cgi.com; Julie Creed, Investor Relations, (312) 201-4803; Ronald White,
Investor Relations, (514) 841-3230
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BCE Inc.
(Signed Michael T. Boychuk)
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Michael T. Boychuk
Senior Vice-President and Corporate Treasurer
Date: April 15, 2003