BCE INC — Major Shareholding Notification 2009

Mar 13, 2009

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 8) BCE Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Shares, no par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 05534B760 4 - -------------------------------------------------------------------------------- (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) March 12, 2009 - -------------------------------------------------------------------------------- (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 (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). - -------------------------------------------------------------------------------- CUSIP No. 05534B760 4 - -------------------------------------------------------------------------------- 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 39,817,938 shares Number of -------- ------------------------------------------------------- Shares 8. Shared Voting Power -0- Beneficially Owned -------- ------------------------------------------------------- by Each 9. Sole Dispositive Power 39,817,938 shares Reporting Person With -------- ------------------------------------------------------- 10. Shared Dispositive Power -0- - -------- ---------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 39,817,938 shares - -------- ---------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) || - -------- ---------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 4.99 % - -------- ---------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) EP - -------- ---------------------------------------------------------------------- 2 This Amendment No. 8 (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; Amendment No. 6 to the Schedule 13D, as filed with the SEC on July 10, 2008 and Amendment No. 7 to the Schedule 13D, as filed with the SEC on December 16, 2008. 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 or in Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 or Amendment No. 7 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. Item 2. IDENTITY AND BACKGROUND. ITEM 2 IS AMENDED AND RESTATED AS FOLLOWS: (a) This Amendment is being filed by Teachers'. (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 5. INTERESTS IN THE SECURITIES OF THE PURCHASER. 3 ITEM 5 IS AMENDED AND RESTATED AS FOLLOWS: (a) and (b) As of the date of this Amendment, Teachers' is the beneficial owner of 39,817,938 Common Shares, representing approximately 4.99% of the Common Shares outstanding, which percentage is calculated based upon 798,624,538 Common Shares reported to be outstanding by the Issuer as of January 9, 2009. 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 on 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 798,624,538 Common Shares reported to be outstanding by the Issuer as of January 9, 2009) 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) Andrew Claerhout 183 (iii) David McGraw 472(1) (iv) Lee Sienna 273 (v) Michael Wissell 1,000 (vi) Rosemary Zigrossi 60(2) 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 on 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. (d) Not applicable. (e) On March 12, 2009, Teachers' ceased to be the beneficial owner of more than five percent of the Common Shares of the Issuer. - -------- (1) Mr. McGraw owns such Common Shares in an account over which he has no investment discretion. (2) Ms. Zigrossi owns such Common Shares in an account over which she has no investment discretion. 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: March 13, 2009 ONTARIO TEACHERS' PENSION PLAN BOARD By: /s/ Roger Barton --------------------------------- Name: Roger Barton Title: Vice President 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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5 SCHEDULE B Transactions in Common Shares by Teachers' during the past 60 days:

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