UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

 

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 §§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 §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 (the “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).

 

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            This Amendment No. 7 (this “Amendment”) amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on April 9, 2007 (the “Schedule 13D”) by Ontario Teachers’ 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”), as amended by Amendment No. 1 to the Schedule 13D, as filed with the SEC on June 5, 2007; Amendment No. 2 to the Schedule 13D, as filed with the SEC on June 7, 2007; Amendment No. 3 to the Schedule 13D, as filed with the SEC on June 28, 2007; Amendment No. 4 to the Schedule 13D, as filed with the SEC on July 5, 2007; Amendment No. 5 to the Schedule 13D, as filed with the SEC on October 25, 2007 and Amendment No. 6 to the Schedule 13D, as filed with the SEC on July 10, 2008. The address of the Issuer’s principal executive offices is 1000, rue de La Gauchetière Ouèst, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7. Unless specifically amended hereby or in Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 or Amendment No. 6 to the Schedule 13D, 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.

 

 

(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.

 

 

ITEM 4 IS AMENDED TO ADD THE FOLLOWING:

On December 10, 2008, BCE Acquisition Inc. (the “Purchaser”), a Canadian corporation originally formed by Teachers’ and affiliates of Providence Equity Partners Inc. and Madison Dearborn Partners, LLC, terminated that certain Definitive Agreement, made as of June 29, 2007, as amended July 12, 2007 and July 4, 2008 (as amended, supplemented or otherwise modified from time to time, the “Definitive Agreement”), between the Purchaser and the Issuer.

 

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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. 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 factors it considers to be relevant. 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 Issuer, 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, through 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 governance, business or structure.

ITEM 5 IS AMENDED AND RESTATED AS FOLLOWS:

 

(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 806.2 million Common Shares reported to be outstanding by the Issuer as of September 30, 2008. 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 806.2 million Common Shares reported to be outstanding by the Issuer as of September 30, 2008) and, except as otherwise noted below, have sole voting power and sole dispositive power with respect to such Common Shares:

 

 

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⁽¹⁾ Mr. Bertram shares voting power and dispositive power with his wife with respect to such Common Shares.
⁽²⁾ Mr. McGraw owns such Common Shares in an account over which he has no investment discretion.
⁽³⁾ Ms. Zigrossi owns such Common Shares in an account over which she has no investment discretion.

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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) None of Teachers’ nor, to the best of Teachers’ knowledge, any of the persons listed on Schedule A has effected any transaction in Common Shares during the 60 days preceding the date of this Amendment.

(d) Not applicable.

(e) Not applicable.

Item 6.

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

             Please see Item 4 above.

 

 

 

 

 

 

 

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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: December 15, 2008

ONTARIO TEACHERS’ PENSION PLAN BOARD

 

 

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SCHEDULE A

Directors, Executive Officers, and Controlling Persons of Ontario Teachers’ Pension Plan Board (“Teachers”), each of whom is a citizen of Canada.

 

 

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