SC 13D/A 1 sc13dav2.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)

BCE Inc.
(Name of Issuer)

Common Shares, no par value
(Title of Class of Securities)

05534B760 4
(CUSIP Number)

Frank J. Marinaro, Esq.
Merrill Lynch & Co., Inc.
4 World Financial Center
250 Vesey Street
New York, New York 10080
Telephone: (212) 449-1000
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)

with a copy to:

Gavin D. Solotar, Esq.
Wachtell, Lipton, Rosen and Katz
51 W. 52 nd Street
New York, NY 10019
Telephone: (212) 403-1000

December 11, 2008
(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 §§240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box. ¨

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 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).

This Amendment No. 2 (this “Amendment”) amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on October 30, 2007, as amended by Amendment No 1. thereto filed with the SEC on July 11, 2008 (the “Schedule 13D”) by Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), Merrill Lynch International (“MLI”), Merrill Lynch Canada Inc. (“MLCI”), Merrill Lynch Portfolio Managers Ltd. (“MLPM”), Merrill Lynch Bank & Trust Company, FSB (“MLBTC”), and Merrill Lynch & Co., Inc. (“ML&Co”) (MLPF&S, MLI, MLCI, MLPM, MLBTC and ML&Co, each a “Reporting Person,” and collectively, the “Reporting Persons”) with respect to the common shares, no par value (the “Common Shares”) of BCE Inc., a corporation incorporated under the laws of Canada (the “Company”). 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 AS FOLLOWS:

The original Schedule II filed with the Schedule 13D is deleted in its entirety and replaced with the Schedule II attached hereto and incorporated herein by reference.

The original Schedule III filed with the Schedule 13D is amended by inserting the following two paragraphs at the beginning thereof:

On August 21, 2008, Merrill Lynch & Co., Inc. (“Merrill Lynch”) reached an agreement in principle with the New York attorney general, state securities regulators, and the staff of U.S. Securities and Exchange Commission relating to auction rate securities (“ARS”). Without admitting or denying wrongdoing, Merrill Lynch agreed to accelerate a previously announced offer to purchase ARS from retail clients, use best efforts to provide liquidity solutions for institutional holders of ARS, pay a civil money penalty, and compensate other eligible clients who purchased ARS and sold them at a loss.
In July 2007, the CFTC found that on certain occasions from 2001 to 2005 Merrill Lynch Alternative Investments (MLAI) violated CFTC Regulation 4.22(c) by failing to timely file commodity pool annual reports with the National Futures Association and to timely distribute such reports to pool participants. Without admitting or denying the allegations, MLAI agreed to a cease-and-desist order and paid a fine in the amount of $500,000.

ITEM 4. Purpose of Transaction

ITEM 4 IS AMENDED TO ADD THE FOLLOWING:

On December 11, 2008, the Definitive Agreement between BCE Inc. and BCE Acquisition Inc. (“Buyer”), as amended as of July 12, 2007 and by the final amending agreement dated July 4, 2008, was terminated in accordance with its terms. Accordingly, the previously disclosed commitment of ML IBK to purchase a minority equity interest in Buyer or Buyer’s ultimate parent company has ended.

ITEM 5. Interest in Securities of the Issuer

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ITEM 5 IS AMENDED TO ADD THE FOLLOWING:

As of December 15, 2008, the Reporting Persons were the beneficial owners of approximately 1,050,686 shares of Common Shares, with respect to which they have shared voting and investment power, and which represent less than 1% of all Common Shares outstanding (based on 806,200,000 Common Shares reported to be outstanding by the Issuer as of September 30, 2008). The Reporting Persons acquired these Common Shares for investment purposes, and such purchases have been made in the Reporting Persons’ ordinary course of business.

As a result of the matters described in Item 4 above, it is no longer the case that the Reporting Persons may collectively be deemed to constitute a “group” with Teachers within the meaning of Section 13(d)(3) of the Act. As a consequence, none of the Reporting Persons, on the one hand, and Teachers, on the other hand, may be deemed to beneficially own any Common Shares beneficially owned by the other. Accordingly, as of December 11, 2008, the Reporting Persons may no longer be deemed to be the beneficial owners of more than five percent of the class of securities reported on herein, and they will therefore no longer file reports under Section 13(d) of the Act unless otherwise required to do so.

Schedule IV attached hereto sets forth the transactions in the Common Shares which, to the knowledge of the applicable Reporting Person, have been effected during the preceding 60 days. All of the transactions set forth on Schedule IV were effected in the ordinary course of business of the Reporting Persons and may reflect transactions in customer accounts over which the applicable Reporting Person has discretionary authority.

ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Please see Item 4 above.

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SIGNATURES

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 17, 2008

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: /s/ Jonathan N. Santelli
Name: Jonathan N. Santelli
Title: Assistant Secretary
MERRILL LYNCH & CO., INC.
By: /s/ Jonathan N. Santelli
Name: Jonathan N. Santelli
Title: Assistant Secretary
MERRILL LYNCH INTERNATIONAL
By: /s/ Jonathan N. Santelli
Name: Jonathan N. Santelli
Title: Authorized Signatory
MERRILL LYNCH CANADA INC.
By: /s/ Jonathan N. Santelli
Name: Jonathan N. Santelli
Title: Authorized Signatory
MERRILL LYNCH PORTFOLIO MANAGERS LTD.
By: /s/ Jonathan N. Santelli
Name: Jonathan N. Santelli
Title: Authorized Signatory
MERRILL LYNCH BANK & TRUST COMPANY, FSB
By: /s/ Jonathan N. Santelli
Name: Jonathan N. Santelli
Title: Authorized Signatory

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EXHIBIT INDEX

Exhibit |  | Description
99.1* |  | Joint Filing Agreement, dated October 29, 2007, among Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch & Co., Inc., Merrill Lynch International, Merrill Lynch Canada Inc., Merrill Lynch Portfolio Managers Ltd. and Merrill Lynch Bank & Trust Company, FSB
99.2* |  | Definitive Agreement dated June 29, 2007, by and between 6796508 Canada Inc.and BCE Inc. (incorporated by reference to Exhibit 1 of Amendment No. 4 to Schedule 13D filed on July 5, 2007 by Ontario Teachers’ Pension Plan Board)
99.3* |  | Amendment dated July 12, 2007 to Definitive Agreement dated June 29, 2007, by and between 6796508 Canada Inc. and BCE Inc. (incorporated by reference to Exhibit 1 of the Report on Form 6-K filed on July 13, 2007 by BCE Inc.)
99.4** |  | Final Amending Agreement, dated July 4, 2008, by and between BCE Acquisition Inc. (f/k/a 6796508 Canada Inc.) and BCE Inc.

* Previously filed with the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on October 30, 2007.

** Previously filed with Amendment No. 1 to the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on July 11, 2008.

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SCHEDULE II

EXECUTIVE OFFICERS AND DIRECTORS

The names and principal occupations of each of the executive officers and directors of the Reporting Persons are set forth below. Unless otherwise noted, all of these persons have as their business address 4 World Financial Center, New York, NY 10080.

Merrill Lynch, Pierce, Fenner & Smith Incorporated |  | Present Principal Occupation |  | Citizenship
Rosemary T. Berkery |  | Executive Vice President; Vice |  | United States
Executive Officer |  | Chairman; General Counsel of |  |
|  | Merrill Lynch & Co., Inc. |  |
Candace E. Browning |  | Senior Vice President; President of |  | United States
Director |  | Merrill Lynch Global Research |  |
Gregory J. Fleming |  | Executive Vice President; President |  | United States
Director |  | and Chief Operating Officer of |  |
|  | Merrill Lynch & Co., Inc. |  |
Robert J. McCann |  | Chairman and Chief Executive |  | United States
Director and Executive |  | Officer; Executive Vice President of |  |
Officer |  | Merrill Lynch & Co., Inc.; Vice |  |
|  | Chairman, Global Wealth |  |
|  | Management |  |
Carlos M. Morales |  | Senior Vice President |  | United States
Director |  |  |  |
Joseph F. Regan |  | Managing Director, Chief Financial |  | United States
Executive Officer |  | Officer and Controller |  |
|  | Merrill Lynch & Co., Inc. |  |
|  | 95 Greene Street (8th Floor) |  |
|  | Jersey City, NJ 07032 |  |

Merrill Lynch & Co., Inc. |  | Present Principal Occupation |  | Citizenship
Rosemary T. Berkery |  | Executive Vice President; Vice |  | United States
Executive Officer |  | Chairman; General Counsel |  |
Carol T. Christ |  | President, Smith College |  | United States
Director |  | c/o Corporate Secretary’s Office |  |
|  | 222 Broadway, 17th Floor |  |
|  | New York, NY 10038 |  |

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Armando M. Codina |  | Chairman of the Board, Flagler |  | United States
Director |  | Development Group |  |
|  | c/o Corporate Secretary’s Office |  |
|  | 222 Broadway, 17th Floor |  |
|  | New York, NY 10038 |  |
Virgis W. Colbert |  | Corporate Director |  | United States
Director |  | c/o Corporate Secretary’s Office |  |
|  | 222 Broadway, 17th Floor |  |
|  | New York, NY 10038 |  |
Nelson Chai |  | Executive Vice President, Chief |  | United States
Executive Officer |  | Financial Officer |  |
John D. Finnegan |  | Chairman of the Board, President |  | United States
Director |  | and Chief Executive Officer of The |  |
|  | Chubb Corporation |  |
|  | c/o Corporate Secretary’s Office |  |
|  | 222 Broadway, 17th Floor |  |
|  | New York, NY 10038 |  |
Gregory J. Fleming |  | President; Chief Operating Officer |  | United States
Executive Officer |  |  |  |
Judith Mayhew Jonas |  | Corporate Director |  | United Kingdom
Director |  | c/o Corporate Secretary’s Office |  |
|  | 222 Broadway, 17th Floor |  |
|  | New York, NY 10038 |  |
Robert J. McCann |  | Executive Vice President; President, |  | United States
Executive Officer |  | Vice Chairman, Global Wealth |  |
|  | Management |  |
Thomas K. Montag |  | Executive Vice President; |  | United States
Executive Officer |  | Head of Global Sales & Trading |  |
Aulana L. Peters |  | Corporate Director |  | United States
Director |  | c/o Corporate Secretary’s Office |  |
|  | 222 Broadway, 17th Floor |  |
|  | New York, NY 10038 |  |
Joseph W. Prueher |  | Corporate Director, Former U.S. |  | United States
Director |  | Ambassador to the People’s Republic |  |
|  | of China |  |
|  | c/o Corporate Secretary’s Office |  |

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|  | 222 Broadway, 17th Floor |  |
|  | New York, NY 10038 |  |
Ann N. Reese |  | Co-Founder and Co-Executive |  | United States
Director |  | Director of the Center for Adoption |  |
|  | Policy |  |
|  | c/o Corporate Secretary’s Office |  |
|  | 222 Broadway, 17th Floor |  |
|  | New York, NY 10038 |  |
Charles O. Rossotti |  | Senior Advisor to The Carlyle Group |  | United States
Director |  | c/o Corporate Secretary’s Office |  |
|  | 222 Broadway, 17th Fl. |  |
|  | New York, NY 10038 |  |
Thomas J. Sanzone |  | Executive Vice President; Chief |  | United States
Executive Officer |  | Administrative Officer |  |
John A. Thain |  | Chairman of the Board and Chief |  | United States
Director and Executive |  | Executive Officer |  |
Officer |  |  |  |

Merrill Lynch Bank & Trust Company, FSB |  | Present Principal Occupation |  | Citizenship
Conrad Druker, Esq. |  | CPA and Managing Director, |  | United States
Director |  | Mercadien Group |  |
John D. Hawke, Jr. |  | Partner, Arnold & Porter LLP |  | United States
Director |  |  |  |
Eugene McQuade, |  | Vice Chairman Merrill Lynch & Co. |  | United States
Director, Chairman of |  |  |  |
the Board |  |  |  |
Matthew B. Skurbe |  | Director, Merrill Lynch Finance |  | United States
Chief Financial Officer |  |  |  |
Russell L. Stein |  | Senior Vice President, Merrill Lynch |  | United States
Director |  | Americas Bank Group |  |
Lawrence P. |  | Managing Director, Merrill Lynch |  | United States
Washington |  | Americas Bank Group |  |
Director, President & |  |  |  |
Chief |  |  |  |
Operating Officer |  |  |  |

Merrill Lynch Canada, Inc. |  | Present Principal Occupation |  | Citizenship
Marcelo Cosma |  | First Vice President, GMI Counsel |  | United States
Director, Chief Legal |  |  |  |
Counsel |  |  |  |
M. Marianne Harris |  | Managing Director, Investment |  | Canadian
Director, Co-President |  | Banking |  |
Daniel M. Mida |  | Managing Director, Investment |  | Canadian
Director, Executive |  | Banking |  |
Vice-President |  |  |  |
Lynn K. Patterson |  | President & Country Head, |  | Canadian
Director, Co-President |  | Managing Director, Fixed Income |  |
|  | Currencies & Commodities |  |
Guy Savard |  | Managing Director, Investment |  | Canadian
Director, Chairman |  | Banking |  |
Mark O. Dickerson |  | First Vice President, GMI Counsel |  | Canadian
Secretary |  |  |  |
Gordon H. Weir |  | Director, Corporate Controllers |  | Canadian
Chief Financial Officer |  |  |  |

Merrill Lynch International |  | Present Principal Occupation |  | Citizenship
Robert C. M. Wigley |  | Chairman, Merrill Lynch Europe, |  | British
Director |  | Middle East and Africa |  |
Martin Butler |  | Managing Director, Merrill Lynch |  | British
Director, Chief |  | Europe, Middle East and Africa |  |
Financial Officer |  | Business Finance |  |
Brent Clapacs Managing Director |  | Managing Director of EMEA Equity Managment |  | United States
Michael D'Souza Managing Director |  | Managing Director of EMEA Management |  | British
Yasuhiro Fujiwara Managing Director |  | Managing Director of Global Equities |  | Japanese
Edmund N. Moriarty |  | Chief Risk Officer |  | Irish
Director |  |  |  |

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Andrea A. Orcel |  | Senior Vice President, Global |  | Italian
Director |  | Origination and President of Global |  |
|  | Markets and Investment Banking |  |
|  | Merrill Lynch Europe, Middle East |  |
|  | and Africa |  |
David Sobotka |  | Senior Vice President of Global Strategic Risk |  | United States
Senior Vice President |  |  |  |
Terry R. Winder |  | Managing Director, Merrill Lynch |  | Australian
Director |  | Europe, Middle East and Africa |  |
Treasurer
Merrill Lynch |  | Present Principal Occupation |  | Citizenship
Portfolio Managers, |  |  |  |
Ltd. |  |  |  |
Eva Castillo |  | Managing Director, Head of Merrill |  | Spanish
Director |  | Lynch Europe, Middle East & Africa |  |
Global Wealth Management
Daniel C. Cochran |  | Senior Vice President, Merrill Lynch |  | United States
Director |  | & Co., Inc. Office of the President |  |
Andrew P. Clark |  | Director, Merrill Lynch Europe, |  | British
Director |  | Middle East & Africa Global Wealth |  |
Management
Geoffrey N. Tucker |  | Director, Merrill Lynch Europe, |  | British
Director |  | Middle East & Africa Global Wealth |  |
Management
Simon G. Miles |  | Director, Merrill Lynch Europe, |  | British
Director |  | Middle East & Africa Global Wealth |  |
Management
Keith Pearson |  | First Vice President, Merrill Lynch |  | British
Director |  | Europe, Middle East & Africa Global |  |
|  | Wealth Management Finance |  |

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SCHEDULE IV
PURCHASE OR SALE OF COMMON STOCK

Merrill Lynch, Pierce, Fenner & Smith Incorporated engaged in open market transactions, which are summarized below to report (i) the type of transaction effected, (ii) the executed date of the transaction, (iii) the price per share at which the transactions were effected, (iv) the total amount of shares that were the subject of transactions effected on each day, and (v) the securities exchange on which the transaction was effected:

Buy / Sell |  | Trade Date |  |  |  | Price |  | Quantity |  | Exchange
Buy |  | 2008-10-14 |  |  |  | 28.82 |  | 1000 |  | TSX
Sell |  | 2008-10-15 |  |  |  | 32.22 |  | 3222 |  | TSX
Sell |  | 2008-10-16 |  |  |  | 26.96 |  | 4 |  | TSX
Sell |  | 2008-10-16 |  |  |  | 26.89 |  | 540 |  | TSX
Sell |  | 2008-10-16 |  |  |  | 26.88 |  | 360 |  | TSX
Sell |  | 2008-10-16 |  |  |  | 26.89 |  | 100 |  | TSX
Sell |  | 2008-10-22 |  |  |  | 28.60 |  | 175 |  | TSX
Sell |  | 2008-10-23 |  |  |  | 27.88 |  | 92 |  | TSX
Buy |  | 2008-10-24 |  |  |  | 35.55 |  | 7110000 |  | TSX
Sell |  | 2008-10-24 |  |  |  | 35.55 |  | 7110000 |  | TSX
Sell |  | 2008-10-29 |  |  |  | 27.85 |  | 15 |  | TSX
Sell |  | 2008-10-29 |  |  |  | 27.35 |  | 100 |  | TSX
Buy |  | 2008-11-03 |  |  |  | 35.30 |  | 13943500 |  | TSX
Sell |  | 2008-11-03 |  |  |  | 35.30 |  | 13943500 |  | TSX
Sell |  | 2008-11-10 |  |  |  | 31.55 |  | 2022 |  | TSX
Buy |  | 2008-11-19 |  |  |  | 36.50 |  | 18250000 |  | TSX
Sell |  | 2008-11-20 |  |  |  | 28.65 |  | 1830 |  | TSX
Buy |  | 2008-11-20 |  |  |  | 35.52 |  | 14208000 |  | TSX
Buy |  | 2008-11-21 |  |  |  | 34.55 |  | 7870490 |  | TSX
Buy |  | 2008-11-25 |  |  |  | 38.35 |  | 21487505 |  | TSX
Sell |  | 2008-11-25 |  |  |  | 38.35 |  | 23243935 |  | TSX
Sell |  | 2008-12-05 |  |  |  | 17.93 |  | 5 |  | TSX

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