BCE INC — Transaction in Own Shares 2006

Feb 10, 2006

6-K 1 bceform6knoticeintention.htm NOTICE OF INTENTION AutoCoded Document

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: February 2006 Commission File Number: 1-8481

BCE Inc. (Translation of Registrant’s name into English)

MARKER FORMAT-SHEET="Para Flush"

1000, rue de La Gauchetière Ouest, Bureau 3700, Montréal, Québec H3B 4Y7, (514) 870-8777 (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

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

If "Yes" is marked, indicate below the file number assigned to the Registrant in connection with Rule 12g3-2(b): 82-_____.

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.

NOTICE OF INTENTION TO MAKE A NORMAL COURSE ISSUER BID

Copies of this document may be obtained on request without charge from Computershare Trust Company of Canada at our toll-free number (1-800-561-0934) or by e-mail at bce@computershare.com . Alternatively, you may request a copy at one of the following addresses:

P.O. Box 7021 31 Adelaide Street East Toronto, Ontario M5C 3H2 Attention: Material Requests 100 University Avenue 9th Floor Toronto, Ontario M5J 2Y1 Attention: Material Requests OR 650 de Maisonneuve West Suite 700 Montreal, Quebec H3A 3S8 Attention : Material Requests

| 1. | Name
of Issuer and Shares Sought |
| --- | --- |
| | BCE
Inc. (“BCE”), a corporation incorporated under the Canada Business
Corporations Act, intends to purchase for cancellation from time to time,
if BCE considers it advisable, by way of a Normal Course Issuer Bid (the
“Bid”) up to a maximum of 46,000,000 BCE Common Shares, being
approximately 5% of the aggregate of the 927,321,825 outstanding Common
Shares as at January 16, 2006. |
| 2. | Duration |
| | Common
Shares may be purchased pursuant to the Bid from February 3, 2006 until
the earlier of February 2, 2007 and the date upon which BCE has either
acquired the maximum number of Common Shares specified above or otherwise
decided not to make any further purchases. |
| 3. | Method
of Acquisition |
| | All
purchases of Common Shares pursuant to the Bid will be made in the discretion
of BCE’s management and will be made on the open market through the
facilities of The Toronto Stock Exchange (the “TSX”) or the
New York Stock Exchange from time to time. Purchase and payment for the
Common Shares will be made in accordance with the requirements of such
exchanges. BCE
and any vendor of the Common Shares may be required to pay commissions
to their respective brokers with respect to the purchase and sale of the
Common Shares. During
the period that the Bid is outstanding, BCE does not intend to make purchases
of its Common Shares pursuant to the Bid (other than by way of exempt
offer) other than by means of open market transactions. |

| 4. | Consideration
Offered The
price which BCE will pay for the Common Shares acquired pursuant to the
Bid will be the market price of such Common Shares at the time of acquisition. |
| --- | --- |
| 5. | Reasons
for the Bid As
a result of transactions which have recently been completed, BCE has funds
available for which the purchase of Common Shares represents an appropriate
use of corporate funds in light of potential benefits to remaining shareholders. |
| 6. | Valuation The
directors and officers of BCE, after reasonable enquiry, are not aware
of any independent or material non-independent appraisal or valuation
regarding BCE, its material assets or securities prepared within the two
years preceding the date hereof. |
| 7. | Previous
Purchases In the past twelve
months, BCE has not purchased any Common Shares. |
| 8. | Persons
Acting Jointly or in Concert with BCE To the best knowledge
of BCE, no person is acting jointly or in concert with BCE in connection
with the Bid. |
| 9. | Acceptance
by Insiders, Affiliates and Associates Except
as set out below, to BCE’s knowledge, after reasonable enquiry, none
of its directors, senior officers or any associate of any such persons,
or person acting jointly or in concert with BCE or any person holding
10% or more of any class of equity securities of BCE currently intends
to sell Common Shares of BCE during the course of the Bid. If any director,
senior officer, or any of their associates or person acting jointly or
in concert with BCE or any person holding 10% or more of any class of
equity securities of BCE chooses to dispose of some or all of his, her
or its Common Shares by selling such Common Shares in the open market
during the course of the Bid, it may be that some or all of the Common
Shares so sold will be acquired by BCE. There
is, however, no arrangement whereby BCE will accord any preference in
respect of Common Shares held by any such persons nor is there any benefit,
direct or indirect, to any such persons which is not equally available
to any shareholder who sells (or retains) his Common Shares. BCE has no
contracts, |

— 2 —

| | arrangements or
understandings, formal or informal, with any of its security holders
or any other persons related to the proposed purchases. The following senior
officers of BCE have indicated that they or their associates intend
or may sell Common Shares of BCE during the course of the Bid: Alek Krstajic Martine Turcotte Mahes S. Wickramasinghe |
| --- | --- |
| 10. | Material
Changes in the Affairs of the Issuer There
are no material changes or present plans or proposals for material changes
in the affairs of BCE, other than as disclosed in this Notice or as previously
disclosed to the public. |
| 11. | Certificate The
purchase of the Common Shares in accordance with the terms set out in
this Notice has been authorized by the Board of Directors of BCE. The
undersigned, authorized by the Board of Directors of BCE, hereby certifies
that the information contained in this Notice is complete, accurate and
in compliance with Part 6 of the Rules and Policies of the TSX . This
Notice contains no untrue statement of a material fact and does not omit
to state a material fact that is required to be stated or that is necessary
to make a statement not misleading in the light of the circumstances in
which it is made. |

Michael
Sabia President and Chief Executive Officer
February
1, 2006

— 3 —

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) Siim A. Vanaselja |
| Siim A.
Vanaselja Chief Financial Officer |
| Date:
February 10, 2006 |