ITEM 1.

SECURITY AND ISSUER.

This Schedule 13D relates to the Common Shares of the Company. The principal executive offices of the Company are located at Metro Center, One Station Place, Stamford, Connecticut 06902.

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 the 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). 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 Item 2 and the “Explanatory Note” above.

ITEM 4.

PURPOSE OF TRANSACTION.

See Item 2 and 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 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 Securities Exchange Act of 1934; 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 639,979,563 Common Shares outstanding as of April 25, 2007, as indicated in the Company’s Management’s Discussion and Analysis filed as Exhibit 99.1 to Form 6-K filed by the Company on April 30, 2007 regarding the Company’s first quarter 2007 results. Woodbridge is the beneficial owner of 448,019,827 Common Shares, or approximately 70.0% of the outstanding Common Shares as of that date.

(c)

Woodbridge has not effected any transactions in the Common Shares during the past 60 days except for those set forth below.

Date

Nature of Transaction

Amount of Shares

Approximate Price
Per Share ($)
(exclusive of
commissions)

March 15, 2007

Acquisition under dividend reinvestment plan

78,048

C$50.4600

April 13, 2007

Donation

2,150

C$48.5300

April 20, 2007

Donation

42,750

C$48.0500

None of the executive officers or directors of Woodbridge has effected any transactions in the Common Shares during the past 60 days.

(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)

Not applicable.

ITEM 6.

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

None.

ITEM 7.

EXHIBITS

None.

THE WOODBRIDGE COMPANY LIMITED

By “David W. Binet”

Name:

David W. Binet

Title:

Executive Vice-President and Secretary