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: January 2017 Commission File Number: 1-8481

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

1, Carrefour Alexander-Graham-Bell, Verdun, Québec, Canada H3E 3B3,
(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 if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____

Indicate by check mark whether by furnishing the information contained in this Form, the registrant 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- _____.

Only the Seventh Supplemental Indenture dated as of January 1, 2017 between Bell Canada, as issuer, BCE Inc., as guarantor, and Computershare Trust Company of Canada, as trustee, furnished with this Form 6-K as Exhibit 99.2 is incorporated by reference in the registration statement filed by BCE Inc. with the Securities and Exchange Commission on Form F-10 (Registration Statement No. 333-213603). Except for the foregoing, no other document or portion of document furnished with this Form 6-K is incorporated by reference in BCE Inc.’s registration statements. Notwithstanding any reference to BCE Inc.’s Web site on the World Wide Web in the documents attached hereto, the information contained in BCE Inc.’s site or any other site on the World Wide Web referred to in BCE Inc.’s site is not a part of this Form 6-K and, therefore, is not furnished to the Securities and Exchange Commission.

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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) Miguel Baz

Miguel Baz
Assistant Corporate Secretary

January 6, 2017

 

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EXHIBIT INDEX

99.1   Bell Canada Certificate and Articles of Amalgamation

99.2   Seventh Supplemental Indenture dated as of January 1, 2017 between Bell Canada, as issuer, BCE Inc., as guarantor, and Computershare Trust Company of Canada, as trustee

99.3   Fifty-Fourth Supplemental Indenture dated as of January 1, 2017 between Bell Canada, as issuer, BCE Inc., as guarantor, and CIBC Mellon Trust Company, as trustee

 

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Exhibit 99.1

       
Certificate of Amalgamation
Canada Business Corporations Act 		Certificat de fusion
Loi canadienne sur les sociétés par actions
       
  The Bell Telephone Company of Canada or Bell Canada
La Compagnie de Téléphone Bell du Canada ou Bell Canada 		 
  Corporate name / Dénomination sociale  
       
  1003044-9  
  Corporation number / Numéro de société  
       

I HEREBY CERTIFY that the above-named corporation resulted from an amalgamation, under section 185 of the Canada Business Corporations Act, of the corporations set out in the attached articles of amalgamation.

JE CERTIFIE que la société susmentionnée est issue d'une fusion, en vertu de l'article 185 de la Loi canadienne sur les sociétés par actions , des sociétés dont les dénominations apparaissent dans les statuts de fusion ci-joints.

       
   
  Virginie Ethier  
  Director / Directeur  
       
  2017-01-01  
  Date of Amalgamation (YYYY-MM-DD)
Date de fusion (AAAA-MM-JJ) 		 
       

 

 

 

Exhibit 99.2

 

Dated as of January 1, 2017

BELL CANADA

and

BCE INC.

and

COMPUTERSHARE TRUST COMPANY OF CANADA/
SOCIÉTÉ DE FIDUCIE COMPUTERSHARE DU CANADA
Trustee

SEVENTH SUPPLEMENTAL
TRUST INDENTURE

THIS SEVENTH SUPPLEMENTAL TRUST INDENTURE made as of January 1, 2017

BETWEEN BELL CANADA , a corporation incorporated under the laws of Canada, herein called the "Corporation "

– and –

BCE INC. , a corporation incorporated under the laws of Canada, herein called the "Guarantor "

– and –

COMPUTERSHARE TRUST COMPANY OF CANADA/ SOCIÉTÉ DE FIDUCIE COMPUTERSHARE DU CANADA , a corporation governed by the Trust and Loan Companies Act (Canada), herein called "Trustee"

     WHEREAS the Corporation currently has subordinated debentures, Series 1 and Series 2 issued and outstanding pursuant to a trust indenture between Bell Canada and the Trustee dated as of April 17, 1996, as from time to time supplemented, modified or changed (the "Original Trust Indenture") ;

     AND WHEREAS by a Sixth Supplemental Indenture to the Original Trust Indenture dated February 1, 2007, the Guarantor provided a guarantee of Bell Canada’s payment obligations under the Original Trust Indenture;

     AND WHEREAS effective January l, 2017, Bell Canada amalgamated with its wholly-owned direct and indirect subsidiaries listed in Schedule A hereof pursuant to the provisions of the Canada Business Corporations Act with the result that the Corporation became Bell Canada’s successor ;

     AND WHEREAS pursuant to the provisions of the Original Trust Indenture and, in particular, of sections 8.01 and l0.01(d) thereof, it is desirable that the Corporation enter into and execute this Seventh Supplemental Trust Indenture in favour of the Trustee to confirm the covenants and obligations of the Corporation.

NOW THEREFORE THIS INDENTURE WITNESSETH and it is hereby agreed and declared as follows:

ARTICLE ONE

Interpretation

SECTION 1.01.     Part of Original Trust Indenture. The Original Trust Indenture is a part of this Seventh Supplemental Trust Indenture and by this reference is incorporated herein

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with the same effect as though at length set forth herein; and in this Seventh Supplemental Trust Indenture, unless there is something in the subject or context inconsistent therewith, the expressions herein contained shall have the same meaning as corresponding expression in the Original Trust Indenture. All the provisions of the Original Trust Indenture, except only so far as the same may be inconsistent with the express provisions of this Seventh Supplemental Trust Indenture, shall apply to and have effect in connection with this Seventh Supplemental Trust Indenture.

ARTICLE TWO

Covenants of the Corporation

     SECTION 2.01.     Confirmation of Covenants. The Corporation hereby expressly covenants:

(1) To pay punctually when due the principal moneys, premium, if any, interest and other moneys payable under the Original Trust Indenture;

(2) To perform and observe punctually all the obligations of Bell Canada under the Original Trust Indenture and under and in respect of all outstanding Debentures; and

(3) To observe and perform each and every covenant, stipulation, promise, undertaking, condition and agreement of Bell Canada contained in the Original Trust Indenture as fully and completely as if it had itself executed the Original Trust Indenture as Party of the First Part to the Original Trust Indenture and had expressly agreed therein to observe and perform the same.

ARTICLE THREE

Guarantee

     SECTION 3.01.     Confirmation of Guarantee. The Guarantor agrees that the Guarantee provided by the Guarantor pursuant to the Sixth Supplemental Indenture to the Original Trust Indenture:

(1) Remains enforceable against it in accordance with its terms; and

(2) Continues to guarantee the full and timely payment when due, whether at stated maturity, by required payment, acceleration, declaration, demand or otherwise of all of the Guaranteed Obligations.

 

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ARTICLE FOUR

Execution

     SECTION 4.01.     Counterparts and Formal Date. This Seventh Supplemental Trust Indenture may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear date as of January 1, 2017.

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

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     IN WITNESS WHEREOF the parties hereto have declared that they have required that these presents be in the English language and have executed these presents under the hands of their proper officers in that behalf.

BELL CANADA
 
By: (Signed) Paul Stinis
  Paul Stinis
Senior Vice-President and Treasurer

 
BCE INC.
 
By: (Signed) Paul Stinis
  Paul Stinis
Senior Vice-President and Treasurer

 

COMPUTERSHARE TRUST COMPANY
OF CANADA / SOCIÉTÉ DE FIDUCIE
COMPUTERSHARE DU CANADA


 
By: (Signed) Ana Kamami
  Ana Kamami
Associate Trust Officer

 
By: (Signed) Nathalie Gagnon
  Nathalie Gagnon
Corporate Trust Officer
 

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SCHEDULE A

LIST OF AMALGAMATING SUBSIDIARIES

1.   Q9 Holdings Inc.
2.   Q9 Networks Inc. / Les Réseaux Q9 Inc.
3.   Q9 Networks Fibre Holdings Inc.
4.   Q9 Networks Pacific Holdings Inc.
5.   Q9 Networks Property Holdings Inc.
6.   O.N. Tel Inc.
7.   4333063 Canada Inc.
8.   Allison Blvd. Holdings Ltd.
9.   Fredericton Business Park Holdings I Ltd.

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Exhibit 99.3

 

Dated as of January 1, 2017

BELL CANADA

and

BCE INC.

and

CIBC MELLON TRUST COMPANY-
COMPAGNIE TRUST CIBC MELLON
Trustee

FIFTY-FOURTH SUPPLEMENTAL
TRUST INDENTURE

THIS FIFTY-FOURTH SUPPLEMENTAL TRUST INDENTURE made as of January 1, 2017

BETWEEN BELL CANADA , a corporation incorporated under the laws of Canada, herein called the "Corporation"

– and –

BCE INC. , a corporation incorporated under the laws of Canada, herein called the "Guarantor"

– and –

CIBC MELLON TRUST COMPANY / COMPAGNIE TRUST CIBC MELLON , a corporation governed by the Trust and Loan Companies Act (Canada), herein called the " Trustee "

     WHEREAS the Corporation currently has debentures, Series EG, EH, EJ, EO, EU and EZ issued and outstanding pursuant to a trust indenture between Bell Canada and the Trustee dated as of July 1, 1976, as from time to time supplemented, modified or changed (the "Original Trust Indenture") ;

     AND WHEREAS by a Fifty-Third Supplemental Indenture to the Original Trust Indenture dated February 1, 2007, the Guarantor provided a guarantee of Bell Canada’s payment obligations under the Original Trust Indenture;

     AND WHEREAS effective January l, 2017, Bell Canada amalgamated with its wholly-owned direct and indirect subsidiaries listed in Schedule A hereof pursuant to the provisions of the Canada Business Corporations Act with the result that the Corporation became Bell Canada’s successor ;

     AND WHEREAS pursuant to the provisions of the Original Trust Indenture and, in particular, of sections 8.01 and 10.01(d) thereof, it is desirable that the Corporation enter into and execute this Fifty-Fourth Supplemental Trust Indenture in favour of the Trustee to confirm the obligations of the Corporation.

     NOW THEREFORE THIS INDENTURE WITNESSETH and it is hereby agreed and declared as follows:

ARTICLE 1
Interpretation

     SECTION 1.01. Part of Original Trust Indenture. The Original Trust Indenture is a part of this Fifty-Fourth Supplemental Trust Indenture and by this reference is incorporated herein with the same effect as though at length set forth herein; and in this Fifty-Fourth Supplemental Trust Indenture, unless there is something in the subject or context inconsistent

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therewith, the expressions herein contained shall have the same meaning as corresponding expression in the Original Trust Indenture. All the provisions of the Original Trust Indenture, except only so far as the same may be inconsistent with the express provisions of this Fifty-Fourth Supplemental Trust Indenture, shall apply to and have effect in connection with this Fifty-Fourth Supplemental Trust Indenture.

     Solely for purposes of the incorporation by reference herein of the Original Trust Indenture (i) the word "Company" defined in Section 1.01 of the Original Trust Indenture shall be replaced by the word "Corporation" and (ii) whenever the word "Company" appears in the Original Trust Indenture, it shall be read as a reference to the word "Corporation''.

ARTICLE 2
Covenants of the Corporation

     SECTION 2.01.     Confirmation of Covenants. The Corporation hereby expressly covenants:

(1) To pay punctually when due the principal moneys, premium, if any, interest and other moneys payable under the Original Trust Indenture;

(2) To perform and observe punctually all the obligations of Bell Canada under the Original Trust Indenture and under and in respect of all outstanding Debentures; and

(3) To observe and perform each and every covenant, stipulation, promise, undertaking, condition and agreement of Bell Canada contained in the Original Trust Indenture as fully and completely as if it had itself executed the Original Trust Indenture as Party of the First Part to the Original Trust Indenture and had expressly agreed therein to observe and perform the same.

ARTICLE 3
Guarantee

     SECTION 3.01.     Confirmation of Guarantee . The Guarantor agrees that the Guarantee provided by the Guarantor pursuant to the Fifty-Third Supplemental Indenture to the Original Trust Indenture:

(1) Remains enforceable against it in accordance with its terms, and

(2) Continues to guarantee the full and timely payment when due, whether at stated maturity, by required payment, acceleration, declaration, demand or otherwise of all of the Guaranteed Obligations.

ARTICLE 4
Execution

     SECTION 4.01.     Counterparts and Formal Date. This Fifty-Fourth Supplemental Trust Indenture may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same

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instrument and notwithstanding their date of execution shall be deemed to bear date as of January 1, 2017.

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

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     IN WITNESS WHEREOF the parties hereto have declared that they have required that these presents be in the English language and have executed these presents under the hands of their proper officers in that behalf.

BELL CANADA
 
By: (Signed) Paul Stinis
  Paul Stinis
Senior Vice-President and Treasurer

 
BCE INC.
 
By: (Signed) Paul Stinis
  Paul Stinis
Senior Vice-President and Treasurer

 
CIBC MELLON TRUST COMPANY –
COMPAGNIE TRUST CIBC MELLON

 
By: (Signed) J. Steven Broude
  J. Steven Broude
Authorized Signatory
 

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SCHEDULE A

LIST OF AMALGAMATING SUBSIDIARIES

1.   Q9 Holdings Inc.
2.   Q9 Networks Inc. / Les Réseaux Q9 Inc.
3.   Q9 Networks Fibre Holdings Inc.
4.   Q9 Networks Pacific Holdings Inc.
5.   Q9 Networks Property Holdings Inc.
6.   O.N. Tel Inc.
7.   4333063 Canada Inc.
8.   Allison Blvd. Holdings Ltd.
9.   Fredericton Business Park Holdings I Ltd.

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