UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 4)*
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THOMSON
REUTERS CORPORATION
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THOMSON
REUTERS PLC
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(Name
of Issuer)
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COMMON
SHARES OF THOMSON REUTERS CORPORATION
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ORDINARY
SHARES OF THOMSON REUTERS PLC
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AMERICAN
DEPOSITARY SHARES OF THOMSON REUTERS PLC
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(Title
of Class of Securities)
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884903
10 5
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G8847Z
105
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885141
101
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(CUSIP
Number)
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DAVID
W. BINET, ESQ.
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THE
WOODBRIDGE COMPANY LIMITED
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65
QUEEN STREET WEST, SUITE 2400
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TORONTO,
ONTARIO M5H 2M8
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CANADA
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(416)
364-8700
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(Name,
Address and Telephone Number of Person
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Authorized
to Receive Notices and Communications)
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December 31,
2008
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(Date
of Event Which Requires Filing of this
Statement)
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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. o
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See Rule 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
("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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CUSIP
No. 884903 10 5
CUSIP
No. G8847Z 105
CUSIP
No. 885141 101
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1.
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Names
of Reporting Persons
THE
WOODBRIDGE COMPANY LIMITED
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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o
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(b)
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o — Joint
Filing
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
NOT
APPLICABLE
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o
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6.
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Citizenship
or Place of Organization
ONTARIO
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| Number of Shares Beneficially Owned by Each Reporting Person With |
7.
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Sole
Voting Power
439,767,486
common shares of Thomson Reuters Corporation
15,375,287
ordinary shares of Thomson Reuters PLC (including ordinary shares
underlying American Depositary Shares)
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8.
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Shared
Voting Power
0
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9.
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Sole
Dispositive Power
439,767,486
common shares of Thomson Reuters Corporation
15,375,287
ordinary shares of Thomson Reuters PLC (including ordinary shares
underlying American Depositary Shares)
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10.
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Shared
Dispositive Power
0
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
439,767,486
common shares of Thomson Reuters Corporation
15,375,287
ordinary shares of Thomson Reuters PLC (including ordinary shares
underlying American Depositary Shares)
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
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13.
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Percent
of Class Represented by Amount in Row (11)
68.0%
of common shares of Thomson Reuters Corporation
8.5%
of ordinary shares of Thomson Reuters PLC (including ordinary shares
underlying American Depositary Shares)
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14.
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Type
of Reporting Person (See Instructions)
CO
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2
Explanatory
Note
The
common shares (the “Common Shares”) of Thomson Reuters Corporation and the
ordinary shares (including ordinary shares underlying American Depositary
Shares) (the “Ordinary Shares”) of Thomson Reuters PLC that are the subject
matter of this Schedule 13D are beneficially owned by The Woodbridge Company
Limited (“Woodbridge”).
Thomson
Reuters, a unified group operating under a dual listed company
(“DLC”) structure, has two parent companies, both of which are publicly listed —
Thomson Reuters Corporation, an Ontario corporation, and Thomson Reuters PLC, an
English company. Thomson Reuters Corporation and Thomson Reuters PLC operate as
a unified group pursuant to contractual arrangements and provisions in their
organizational documents. Under the DLC structure, shareholders of Thomson
Reuters Corporation and Thomson Reuters PLC both have a stake in Thomson
Reuters, with cash dividend, capital distribution and voting rights that are
comparable to the rights they would have if they were holding shares in one
company carrying on Thomson Reuters business.
Under the
DLC structure, holders of Common Shares and Ordinary Shares ordinarily vote
together as a single decision-making body, including in the election of
directors, and in that sense have voting interests in Thomson Reuters. Based on
the issued share capital of Thomson Reuters Corporation and Thomson Reuters PLC
as of December 19, 2008, Woodbridge has a voting interest in Thomson Reuters of
approximately 55% and thus is the principal and controlling shareholder of
Thomson Reuters.
Woodbridge,
a private company, is the primary investment vehicle for members of the family
of the late Roy H. Thomson, the first Lord Thomson of Fleet. Prior to
his death in 2006, Kenneth R. Thomson controlled Thomson Reuters Corporation
(then known as The Thomson Corporation) through Woodbridge. He did so
by holding shares of a holding company of Woodbridge, Thomson Investments
Limited. Under his estate arrangements, the 2003 TIL Settlement, a
trust of which The Bank of Nova Scotia Trust Company (the “Trust Company”) is
trustee and members of the family of the late first Lord Thomson of Fleet are
beneficiaries, holds those holding company shares. Kenneth R. Thomson
established these arrangements to provide for long-term stability of the
business of Woodbridge. The equity of Woodbridge continues to be
owned by members of successive generations of the family of the first Lord
Thomson of Fleet. Under the Kenneth R. Thomson estate arrangements, the
directors and officers of Woodbridge are responsible for its business and
operations. In certain limited circumstances, including very
substantial dispositions of Common Shares by Woodbridge, the estate arrangements
provide for approval of the Trust Company, as trustee, to be
obtained.
This
Schedule 13D is being filed because an amended and
restated Schedule 13G is being filed today in respect of Thomson
Reuters Corporation and Thomson Reuters PLC by The Bank of Nova Scotia (the
“Bank”) and the Bank’s subsidiary, the Trust Company. There has been no material
change in the Thomson family’s beneficial ownership of Common Shares or Ordinary
Shares. This Schedule 13D amends and restates the Schedule 13D filed by
Woodbridge on December 17, 2008. The Common Shares and the Ordinary Shares that
are the subject matter of this Schedule 13D are the same Common Shares and
Ordinary Shares that are the subject matter of the Schedule 13G filed today by
the Bank and the Trust Company.
3
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Item
1.
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Security
and Issuer
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Item
2.
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Identity
and Background
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This
Schedule 13D is being filed by Woodbridge, 65 Queen Street West, Suite 2400
Toronto, Ontario, Canada M5H 2M8.
For
further explanation of the background of the arrangements relating to
Woodbridge’s ownership of Common Shares and Ordinary Shares, see the
“Explanatory Note” above.
The
following table sets forth certain information as to the executive officers and
directors of Woodbridge:
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Name
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Residence
or Business
Address
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Present
Principal
Occupation
or
Employment
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Citizenship
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||||
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David
K.R. Thomson
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65
Queen Street West,
Suite 2400,
Toronto, ON
M5H
2M8
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Director
and Chairman of
The
Woodbridge
Company
Limited
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Canadian
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Peter
J. Thomson
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65
Queen Street West,
Suite 2400,
Toronto, ON
M5H
2M8
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Director
and Chairman of
The
Woodbridge
Company
Limited
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Canadian
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W.
Geoffrey Beattie
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65
Queen Street West,
Suite 2400,
Toronto, ON
M5H
2M8
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Director
and President of
The
Woodbridge
Company
Limited
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Canadian
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David
W. Binet
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65
Queen Street West,
Suite 2400,
Toronto, ON
M5H
2M8
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Director,
Executive Vice
President
and Secretary of
The
Woodbridge
Company
Limited
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Canadian
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John
A. Tory
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65
Queen Street West,
Suite 2400,
Toronto, ON
M5H
2M8
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Director
of The
Woodbridge
Company
Limited
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Canadian
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To the
knowledge of Woodbridge, neither Woodbridge, nor any executive officer or
director of Woodbridge, has been convicted during the last five years in any
criminal proceeding (excluding traffic violations or similar
misdemeanors).
4
Further,
to the knowledge of Woodbridge, neither Woodbridge, nor any executive officer or
director of Woodbridge, has been a party during the last five years 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 violation of, or prohibiting or mandating activities
subject to, U.S. federal or state securities laws, or finding any violation with
respect to such laws.
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Item
3.
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Source
and Amount of Funds or Other
Consideration
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See the
“Explanatory Note” above.
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Item
4.
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Purpose
of Transaction
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See the
“Explanatory Note” above.
Woodbridge
has no current plans or proposals that relate to or would result
in:
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(a)
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the
acquisition by any person of additional securities of Thomson Reuters
Corporation or Thomson Reuters PLC, or the disposition of securities of
either company;
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(b)
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an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving Thomson
Reuters;
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(c)
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a
sale or transfer of a material amount of assets of Thomson
Reuters;
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(d)
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any
change in the present board of directors or management of Thomson Reuters,
including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the
board;
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(e)
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any
material change in the present capitalization or dividend policy of
Thomson Reuters;
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(f)
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any
other material change in Thomson Reuters business or corporate
structure;
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(g)
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changes
in the charter, bylaws or instruments corresponding thereto of Thomson
Reuters Corporation or Thomson Reuters PLC or other actions which may
impede the acquisition of control of Thomson Reuters by any
person;
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(h)
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causing
a class of securities of Thomson Reuters Corporation or Thomson Reuters
PLC to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities
association;
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(i)
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a
class of equity securities of Thomson Reuters Corporation or Thomson
Reuters PLC becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934;
or
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(j)
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any
action similar to any of those enumerated
above.
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5
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Item
5.
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Interest
in Securities of the Issuer
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(a)-(b)
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The
ownership percentages set forth herein are based on the 646,033,729 Common
Shares and the 181,229,241 Ordinary Shares outstanding as of December
19, 2008, as indicated in the Form F-9/A filed by Thomson Reuters
Corporation on December 23, 2008. Woodbridge is the beneficial owner
of 439,767,486 Common Shares and 15,375,287 Ordinary Shares, and has a
voting interest in Thomson Reuters of approximately 55%, as of that
date.
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(c)
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Woodbridge
has not effected any transactions in Common Shares during the past 60 days
except for those set forth below.
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Approximate
Price
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Per
Share
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||||||||
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(exclusive
of
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||||||||
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Date
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Nature of Transaction
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Amount of Shares
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commissions)
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December 17, 2008
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Disposition in the public
market
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641,225
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C$
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32.5800
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December 18, 2008
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Disposition in the public
market
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200,000
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C$
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34.0000
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December 18, 2008
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Acquisition in the public
market
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200,000
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C$
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33.7000
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December 18, 2008
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Disposition in the public
market
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12,000
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C$
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33.5200
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December 18, 2008
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Disposition in the public
market
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6,000
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C$
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33.7100
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December 18, 2008
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Disposition in the public
market
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6,000
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C$
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33.5200
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||||
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December 18, 2008
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Disposition in the public
market
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12,000
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C$
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33.5100
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||||
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December 18, 2008
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Disposition in the public
market
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6,000
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C$
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33.5000
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December 18, 2008
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Disposition in the public
market
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30,000
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C$
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33.5200
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December 19,
2008
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Disposition
in the public market
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36,000
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C$
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34.8100
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||||
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December 19,
2008
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Disposition
in the public market
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18,000
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C$
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35.3500
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Woodbridge
has not effected any transactions in Ordinary Shares during the past 60 days
except for those set forth below.
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Nature of Transaction
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Amount of American
Depositary Shares
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Approximate Price
Per Share
(exclusive of
commissions)
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||||||
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December 18, 2008
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Acquisition in the public
market
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2,000
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US$
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131.8700
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||||
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December 18, 2008
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Acquisition in the public
market
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1,000
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US$
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132.9400
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||||
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December 18, 2008
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Acquisition in the public
market
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1,000
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US$
|
132.2700
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||||
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December 18, 2008
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Acquisition in the public
market
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2,000
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US$
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133.8500
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||||
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December 18, 2008
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Acquisition in the public
market
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1,000
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US$
|
133.9200
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||||
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December 18, 2008
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Acquisition in the public
market
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5,000
|
US$
|
132.9200
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||||
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December 19,
2008
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Acquisition
in the public market
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6,000
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US$
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136.8500
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||||
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December 19,
2008
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Acquisition
in the public market
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3,000
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US$
|
139.0900
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6
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Date
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Nature of Transaction
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Amount of Ordinary
Shares
|
Approximate Price
Per Share
(exclusive of
commissions)
|
|||||
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December 17, 2008
|
Acquisition in the public
market
|
641,225
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£
|
14.3100
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None of
the executive officers or directors of Woodbridge has effected any transactions
in Common Shares or Ordinary Shares during the past 60 days.
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(d)
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Except
as indicated in Item 2, no person is known to Woodbridge to have the right
to receive or the power to direct the receipt of dividends from, or
proceeds from the sale of, any such Common Shares or Ordinary
Shares.
|
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(e)
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Not
applicable.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
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None.
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Item
7.
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Material
to be Filed as Exhibits
|
None.
7
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.
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Dated
February 13, 2009
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THE
WOODBRIDGE COMPANY LIMITED
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By:
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“David
W. Binet”
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Name: David
W. Binet
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Title: Executive
Vice-President and Secretary
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8