formsc13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

THOMSON REUTERS CORPORATION
THOMSON REUTERS PLC
(Name of Issuer)
 
COMMON SHARES OF THOMSON REUTERS CORPORATION
ORDINARY SHARES OF THOMSON REUTERS PLC
AMERICAN DEPOSITARY SHARES OF THOMSON REUTERS PLC
(Title of Class of Securities)
 
884903 10 5
G8847Z 105
885141 101
(CUSIP Number)
 
DAVID W. BINET, ESQ.
THE WOODBRIDGE COMPANY LIMITED
65 QUEEN STREET WEST, SUITE 2400
TORONTO, ONTARIO M5H 2M8
CANADA
(416) 364-8700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
September 10, 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 §§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).
 
 
1
 

CUSIP No.    884903 10 5
CUSIP No.    G8847Z 105
CUSIP No.    885141 101

 
1.
Names of Reporting Persons
THE WOODBRIDGE COMPANY LIMITED
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
o
   
(b)
o — Joint Filing
 
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
NOT APPLICABLE
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
 
6.
Citizenship or Place of Organization
ONTARIO

Number of Shares Beneficially
Owned by Each
Reporting Person
With
7.
Sole Voting Power
455,568,245 common shares of Thomson Reuters Corporation
   
8.
Shared Voting Power
0
   
9.
Sole Dispositive Power
455,568,245 common shares of Thomson Reuters Corporation
   
10.
Shared Dispositive Power
0

 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
455,568,245 common shares of Thomson Reuters Corporation
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
 
 
13.
Percent of Class Represented by Amount in Row (11)
55% of common shares of Thomson Reuters Corporation
 
 
14.
Type of Reporting Person (See Instructions)
CO

 
2
 

Explanatory Note

The common shares of Thomson Reuters Corporation (the “Common Shares”) that are the subject matter of this Schedule 13D are beneficially owned by The Woodbridge Company Limited (“Woodbridge”).

On September 10, 2009, Thomson Reuters completed the previously announced unification of its dual listed company structure (“Unification”) under which it had maintained two publicly listed parent companies - Thomson Reuters Corporation, an Ontario corporation, and Thomson Reuters PLC, a public limited company registered in England and Wales. Pursuant to Unification, each outstanding Thomson Reuters PLC ordinary share was exchanged for one Common Share and each outstanding Thomson Reuters PLC American Depositary Share was exchanged for six Common Shares.  Following Unification, Thomson Reuters Corporation is the sole parent company of Thomson Reuters and Thomson Reuters PLC is a wholly-owned subsidiary of Thomson Reuters Corporation.

As of September 15, 2009, Woodbridge is the beneficial owner of 455,568,245 Common Shares, representing approximately 55% of the outstanding Common Shares.

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 as Unification has been completed.  Pursuant to Unification, the 25,029,324 Thomson Reuters PLC ordinary shares that were beneficially owned by Woodbridge were exchanged for 25,029,324 Common Shares and the 88,800 Thomson Reuters PLC American Depositary Shares that were beneficially owned by Woodbridge were exchanged for 532,800 Common Shares.  There has been no change in the Thomson family’s overall investment in Thomson Reuters as a result of Unification.  This Schedule 13D amends and restates the Schedule 13D filed by Woodbridge on February 17, 2009. The Common Shares that are the subject matter of this Schedule 13D are the same Common Shares that are the subject matter of the amended and restated Schedule 13G filed today by The Bank of Nova Scotia (the “Bank”) and the Bank’s subsidiary, the Trust Company.

 
3
 

Item 1.
Security and Issuer
 
This Schedule 13D relates to Common Shares. The principal executive office of Thomson Reuters is located at 3 Times Square in New York, New York.

Item 2.
Identity and Background
 
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, see the “Explanatory Note” above.

The following table sets forth certain information as to the executive officers and directors of Woodbridge:

Name
 
Residence or Business
Address
 
Present Principal
Occupation or
Employment
 
Citizenship
 
 
 
 
 
 
 
 
 
David K.R. Thomson
 
65 Queen Street West,
Suite 2400, Toronto, ON
M5H 2M8
 
Director and Chairman of
The Woodbridge
Company Limited
 
Canadian
 
 
 
 
 
 
 
 
 
Peter J. Thomson
 
65 Queen Street West,
Suite 2400, Toronto, ON
M5H 2M8
 
Director and Chairman of
The Woodbridge
Company Limited
 
Canadian
 
 
 
 
 
 
 
 
 
W. Geoffrey Beattie
 
65 Queen Street West,
Suite 2400, Toronto, ON
M5H 2M8
 
Director and President of
The Woodbridge
Company Limited
 
Canadian
 
 
 
 
 
 
 
 
 
David W. Binet
 
65 Queen Street West,
Suite 2400, Toronto, ON
M5H 2M8
 
Director, Executive Vice
President and Secretary of
The Woodbridge
Company Limited
 
Canadian
 
 
 
 
 
 
 
 
 
John A. Tory
 
65 Queen Street West,
Suite 2400, Toronto, ON
M5H 2M8
 
Director of The
Woodbridge Company
Limited
 
Canadian
 

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.

Item 3.
Source and Amount of Funds or Other Consideration

See the “Explanatory Note” above.

Item 4.
Purpose of Transaction

See the “Explanatory Note” above.

Woodbridge has no current plans or proposals that relate to or would result in:

 
(a)
the acquisition by any person of additional securities of Thomson Reuters Corporation, or the disposition of securities of Thomson Reuters Corporation;

 
(b)
an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Thomson Reuters Corporation;

 
(c)
a sale or transfer of a material amount of assets of Thomson Reuters Corporation;

 
(d)
any change in the present board of directors or management of Thomson Reuters Corporation, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

 
(e)
any material change in the present capitalization or dividend policy of Thomson Reuters Corporation;

 
(f)
any other material change in Thomson Reuters Corporation’s business or corporate structure;

 
(g)
changes in the charter, bylaws or instruments corresponding thereto of Thomson Reuters Corporation or other actions which may impede the acquisition of control of Thomson Reuters Corporation by any person;

 
(h)
causing a class of securities of Thomson Reuters Corporation 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;

 
(i)
a class of equity securities of Thomson Reuters Corporation becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

 
(j)
any action similar to any of those enumerated above.

 
5
 

Item 5.
Interest in Securities of the Issuer

 
(a)-(b)
The ownership percentages set forth herein are based on the 829,050,674 Common Shares outstanding as of September 14, 2009, as indicated in the certificate from Computershare Trust Company of Canada, Thomson Reuters Corporation’s transfer agent, dated September 15, 2009. Woodbridge is the beneficial owner of 455,568,245 Common Shares, representing approximately 55% of the outstanding Common Shares, as of that date.

 
(c)
Woodbridge has not effected any transactions in Common Shares during the past 60 days except as set forth below.

Date
  
Nature of Transaction
  
Amount of Shares
  
Approximate Price
Per Share
(exclusive of
commissions)
  
   
 
  
 
 
 
 
September 10, 2009
  
Acquisition pursuant to conversion or exchange
  
25,562,124
 
  
N/A
 
 
Woodbridge has not effected any transactions in Thomson Reuters PLC ordinary shares during the past 60 days except as set forth below.

Date
  
Nature of Transaction
  
Amount of Shares
  
Approximate Price
Per Share
(exclusive of
commissions)
  
 
  
 
  
 
  
 
  
September 10, 2009
  
Disposition pursuant to conversion or exchange
   25,029,324     N/A  
 
Woodbridge has not effected any transactions in Thomson Reuters PLC American Depositary Shares during the past 60 days except as set forth below.

Date
  
Nature of Transaction
  
Amount of Shares
  
Approximate  Price
Per Share
(exclusive of
commissions)
  
               
September 10, 2009
 
Disposition pursuant to conversion or exchange
 
88,800
 
  
N/A
  
 
None of the executive officers or directors of Woodbridge has effected any transactions in Common Shares during the past 60 days except as set forth below.

W. Geoffrey Beattie

Date
  
Nature of Transaction
  
Amount of Shares
  
Approximate  Price
Per Share
(exclusive of
commissions)
  
 
 
 
 
 
 
 
 
September 10, 2009
 
Acquisition pursuant to conversion or exchange
 
263,624
 
  
N/A
 

 
6
 

John A. Tory

Date
  
Nature of Transaction
  
Amount of Shares
  
Approximate  Price
Per Share
(exclusive of
commissions)
  
               
September 10, 2009
  
Acquisition pursuant to conversion or exchange
  
548,000
    
N/A
 
 
None of the executive officers or directors of Woodbridge has effected any transactions in Thomson Reuters PLC ordinary shares during the past 60 days except as set forth below.

W. Geoffrey Beattie

Date
  
Nature of Transaction
  
Amount of Shares
  
Approximate  Price
Per Share
(exclusive of
commissions)
  
 
              
September 10, 2009
  
Disposition pursuant to conversion or exchange
  
5,000
    
N/A
  
 
John A. Tory

Date
  
Nature of Transaction
  
Amount of Shares
  
Approximate  Price
Per Share
(exclusive of
commissions)
  
             
 
September 10, 2009
  
Disposition pursuant to conversion or exchange
  
548,000
    
N/A
 
 
None of the executive officers or directors of Woodbridge has effected any transactions in Thomson Reuters PLC American Depositary Shares during the past 60 days except as set forth below.

W. Geoffrey Beattie

Date
  
Nature of Transaction
  
Amount of Shares
  
Approximate  Price
Per Share
(exclusive of
commissions)
  
             
 
September 10, 2009
  
Disposition pursuant to conversion or exchange
  
43,104
    
N/A
 
 
 
(d)
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.

 
(e)
As of September 10, 2009, Woodbridge ceased to beneficially own any Thomson Reuters PLC ordinary shares or Thomson Reuters PLC American Depositary Shares.

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
None.

Item 7.
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.

 
Dated September 15, 2009
   
 
THE WOODBRIDGE COMPANY LIMITED
   
 
By:
“David W. Binet”
  
   
Name: David W. Binet
   
Title:   Executive Vice-President and Secretary
 
 
8