OMB APPROVAL
	OMB Number: 3235-0145
	Expires: February 28, 2009
	Estimated average burden hours per response...14.5

 

 

Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

Explanatory Note

The Common Shares (the “Common Shares”) of Thomson Reuters Corporation (the “Company”) that are the subject matter of this Schedule 13D include the 450,608,870 Common Shares that are the subject matter of a Schedule 13D (the “Woodbridge 13D”) filed on April 17, 2008 by The Woodbridge Company Limited (“Woodbridge”), which beneficially owns those 450,608,870 Common Shares.

On April 17, 2008, The Thomson Corporation, renamed as Thomson Reuters Corporation, completed its acquisition of Reuters Group PLC (“Reuters”) by implementing a dual listed company (“DLC”) structure (the “Transaction”). Thomson Reuters, the unified group operating under the DLC structure, has two parent companies, both of which are publicly listed — Thomson Reuters Corporation, an Ontario corporation, and Thomson Reuters PLC, a new UK company in which Reuters shareholders received shares as part of their consideration in the Transaction. 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 the Thomson Reuters business.

Under the DLC structure, holders of Common Shares and ordinary shares (“Ordinary Shares”) of Thomson Reuters PLC 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 April 17, 2008, Woodbridge has a voting interest in Thomson Reuters of approximately 53% 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 the Company 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 the Transaction has been completed. There has been no change in the Thomson family’s beneficial ownership of the Common Shares. This Schedule 13D amends and restates the Schedule 13D filed by the Trust Company and The Bank of Nova Scotia (the “Bank”) on May 12, 2008 relating to Thomson Reuters Corporation.

The filing of this Schedule 13D by the Trust Company and the Bank should not be construed as an admission that either the Trust Company or the Bank is, for purposes of section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the beneficial owner of the 450,608,870 Common Shares included in this Schedule 13D.

The Trust Company became Trustee in the ordinary course of its corporate trust business and not with any purpose or effect of changing control of the Company. As non-U.S. financial institutions, however, the Bank and the Trust Company do not qualify under the SEC’s rules to make this filing on the short-form Schedule 13G, as a similarly situated U.S. institution would have done, and so the filing is being made on Schedule 13D.

ITEM 1. SECURITY AND ISSUER.

This Schedule 13D relates to the Common Shares of Thomson Reuters Corporation. 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 the Bank and the Bank’s subsidiary, the Trust Company, 44 King Street West Toronto, ON M5H 1H1. The Bank and the Trust Company are filing this Schedule 13D because the Trust Company is trustee of a trust which forms part of the estate arrangements of Kenneth R. Thomson.
		For further explanation of the background of the arrangements relating to Woodbridge’s ownership of the Common Shares, see the “Explanatory Note” above.
		The following table sets forth certain information as to the executive officers and directors of the Bank and the Trust Company.

		Present Position with the Bank or the
Name		Trust Company		Citizenship
Bank Directors
Ronald A. Brenneman		Director		Canada
C.J. Chen		Director		Singapore
N. Ashleigh Everett		Director		Canada
John C. Kerr		Director		Canada
Michael J.L. Kirby		Director		Canada
Laurent Lemaire		Director		Canada
John T. Mayberry		Director		Canada

		Present Position with the Bank or the
Name		Trust Company		Citizenship
Thomas C. O’Neill		Director		Canada
Elizabeth Parr-Johnston		Director		Canada
Alexis E. Rovzar de la Torre		Director		Mexico
Indira V. Samarasekera		Director		Canada
Arthur R.A. Scace		Chairman, Director		Canada
Allan C. Shaw		Director		Canada
Paul D. Sobey		Director		Canada
Barbara S. Thomas		Director		United States
Bank Officers
Richard E. Waugh		President, CEO, Director		Canada
Sarabjit S. Marwah		Vice-Chair, CAO		Canada
Robert L. Brooks		Vice-Chair		Canada, Ireland
Deborah M. Alexander		EVP, General Counsel & Secretary		Canada
Alberta G. Cefis		EVP & Group Head, Global Transaction Banking		Canada
Robert H. Pitfield		EVP, International Banking		Canada
Sylvia D. Chrominska		EVP, HR & Public, Corporate & Government Affairs		Canada
Brian J. Porter		EVP & Chief Risk Officer		Canada
Kimberlee B. McKenzie		EVP, Information Technology & Solutions		Canada
Dieter W. Jentsch		EVP, Domestic Commercial Banking		Canada
Anatol von Hahn		EVP, Latin America		Canada and Chile

		Present Position with the Bank or the
Name		Trust Company		Citizenship
Wendy G. Hannam		EVP, Domestic Personal Banking & Distribution		Canada
Timothy P. Hayward		EVP & CAO, International Banking		Canada
Robin S. Hibberd		EVP, Domestic Personal Lending & Insurance		Canada
Barbara F. Mason		EVP, Wealth Management		Canada
Christopher J. Hodgson		EVP, Head of Domestic Personal Banking		Canada
Luc A. Vanneste		EVP & CFO		Canada
Jeffrey C. Heath		EVP, Group Treasurer		Canada
TRUST COMPANY
John Douglas Thompson		Director		Canada
Pierre Jean Jeannoit		Director		Canada
J. Guy Bisaillon		Director		Canada
James I. McPhedran		Director, President & CEO		Canada
Robert Leslie Brooks		Director, Chairman		Canada, Ireland
Stephen M. Morson		Director		Canada
Maria Theofilaktidis		Director		Canada
Anne Marie O’Donovan		Chief Internal Auditor		Canada
M. Anthony Lalonde		Chief Compliance Officer		Canada
Norman Kenneth John Graham		SVP, Securities Operations		Canada
John Pick		Treasurer & CFO		Canada

		Present Position with the Bank or the
Name		Trust Company		Citizenship
Julie Walsh		Secretary		Canada
Natalie P. Arruda		Assistant Secretary		Canada

The business address for the Executive Officers of the Bank and the Trust Company is: 44 King St. West, Toronto, Ontario, Canada M5H 1H1.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

See Item 2 and the “Explanatory Note” above.

ITEM 4. PURPOSE OF TRANSACTION.

		See Item 2 and the “Explanatory Note” above.
		Neither the Bank nor the Trust Company has any current plans or proposals that relate to or would result in:

	(a)		the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company;
	(b)		an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;
	(c)		a sale or transfer of a material amount of assets of the Company or any of its subsidiaries;
	(d)		any change in the present board of directors or management of the Company, 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 the Company;
	(f)		any other material change in the Company’s business or corporate structure;
	(g)		changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;
	(h)		causing a class of securities of the Company 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 the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
	(j)		any action similar to any of those enumerated above.

     ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

	(a)-(b)		The ownership percentages set forth herein are based on the 642,283,714 Common Shares outstanding as of May 28, 2008, as indicated in the prospectus supplement filed by Thomson Reuters Corporation on June 19, 2008 respecting an issue of 5.25% Notes due 20011 and 5.7% Notes due 2011. As described in the “Explanatory Note” above, the Bank and the Trust Company disclaim beneficial ownership of the 450,608,870 Common Shares beneficially owned by Woodbridge, which represent an economic and voting interest in Thomson Reuters of approximately 54% based on the sum of 642,283,714 common shares of Thomson Reuters Corporation and 186,282,935 ordinary shares of Thomson Reuters PLC outstanding as of May 28, 2008.. However, as described under Item 2 and in the “Explanatory Note” above, the Trust Company is the trustee of a trust that forms part of the estate arrangements of Kenneth R. Thomson and on that basis the Bank and the Trust Company may be said to have shared voting and dispositive power with Woodbridge with respect to such Common Shares for purposes of Section 13(d) of the Exchange Act and this Schedule 13D.
			In addition, the Trust Company, in its capacity as trustee or fiduciary account manager, may from time to time exercise voting power or investment power with respect to 409,150 Common Shares (0.064%) held for unrelated persons. The Bank and the Trust Company also disclaim beneficial ownership with respect to such Common Shares.
			In addition, the Bank holds 150,000 Common Shares (0.023%) which were acquired on a proprietary basis in the ordinary course of the Bank’s activities.
			In addition, the Bank holds 1,054,948 Common Shares (0.164%) as a hedge for total return swaps, entered into in the ordinary course of its Global Capital Markets activities.
			In addition, the Bank’s indirect, wholly-owned subsidiary Scotia Capital Inc., a Canadian registered broker/dealer, also holds 4,400 Common Shares which were purchased on a proprietary basis in the ordinary course of Scotia Capital Inc.’s trading activities.
			In addition, the Bank is the beneficial owner of 163,100 Common Shares (0.025%) in managed accounts that had been invested on behalf of the Bank by its portfolio management subsidiary, Scotia Cassels Investment Counsel Limited.

			To the knowledge of the Bank and the Trust Company, neither the Bank nor the Trust Company, nor any executive officer or director of the Bank or the Trust Company, has been convicted during the last five years in any criminal proceeding (excluding traffic violations or similar misdemeanors). Further, to the knowledge of the Bank and the Trust Company, neither the Bank nor the Trust Company, nor any executive officer or director of the Bank or the Trust Company, 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.
	(c)		The Bank and the Trust Company and their respective subsidiaries have not effected any transactions in the Common Shares during the past 60 days except for the purchases and sales set forth in the attached Exhibit 2. All of such purchases were effected by the Bank’s dealer subsidiary in the normal course of its trading business or by the Trust Company in the normal course of adjusting estate and trust portfolios or by the Bank’s Global Capital Markets business unit to hedge total return swaps, entered into in the ordinary course of its activities, on the Toronto Stock Exchange/New York Stock Exchange.
	(d)		Except as indicated in Item 2, no person is known to the Bank or the Trust Company 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)		Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

The Bank’s indirect, wholly-owned subsidiary Scotia Capital Inc, a Canadian registered broker/dealer, also has a short-position of 354,100 Common Shares which were sold on a proprietary basis in the ordinary course of Scotia Capital Inc.’s trading activities.

ITEM 7. EXHIBITS

	(1)		Joint filing agreement between the Bank and the Trust Company.
	(2)		Trading by the Bank and the Trust Company in the last 60 days.

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: July        , 2008