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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
FORDING CANADIAN COAL TRUST
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(Name of Issuer)
TRUST UNITS
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(Title of Class of Securities)
345425102
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(CUSIP Number)
PETER C. ROZEE
TECK COMINCO LIMITED
SUITE 600-200 BURRARD STREET
VANCOUVER, B.C. V6C 3L9
TELEPHONE: (604) 687-1117
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
SEPTEMBER 23, 2007
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-1(a) 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).
(Page 1 of 11 Pages)
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CUSIP NO. 345425102 SCHEDULE 13D Page 2 of 11
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TECK COMINCO LIMITED
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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7 SOLE VOTING POWER
12,857,142
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8 SHARED VOTING POWER
NUMBER OF
SHARES 16,650,000
BENEFICIALLY OWNED ------------------------------------------------
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 12,857,142
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10 SHARED DISPOSITIVE POWER
16,650,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,507,142 Units
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.95%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 345425102 SCHEDULE 13D Page 3 of 11
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TECK COMINCO METALS LTD.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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7 SOLE VOTING POWER
-0-
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8 SHARED VOTING POWER
NUMBER OF
SHARES 16,650,000 Units
BENEFICIALLY OWNED ------------------------------------------------
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
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10 SHARED DISPOSITIVE POWER
16,650,000 Units
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,650,000 Units
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.25%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 345425102 SCHEDULE 13D Page 4 of 11
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This Statement on Schedule 13D (this "Schedule 13D") by Teck Cominco Limited
("Teck") and Teck Cominco Metals Ltd., a wholly-owned subsidiary of Teck ("Teck
Metals"), relates to trust units (the "Units") of Fording Canadian Coal Trust,
an open-ended mutual fund trust governed by the laws of the Province of
Alberta, Canada (the "Issuer). The principal executive offices of the Issuer
are located at 205 9th Avenue SE, Suite 1000, Calgary, Alberta T2G 0R4.
The information set forth in the Exhibits to this Schedule 13D is hereby
expressly incorporated herein by reference, and the responses to each item of
this Schedule 13D are qualified in their entirety by the provisions of such
Exhibits.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by Teck and Teck Metals, each a mining company
with principal executive offices at 600-200 Burrard Street, Vancouver, B.C.,
Canada. Each of Teck and Teck Metals was incorporated under the laws of Canada.
During the last five years, neither Teck nor Teck Metals nor any of the
directors or executive officers of Teck and Teck Metals has been a party to a
civil procedure of a judicial or administrative body of competent jurisdiction
as a result of which a judgment, decree or final order has been issued
enjoining future violations of, or prohibiting or mandating activities subject
to, United States federal or state securities laws or finding any violation
with respect to such laws.
The name, present principal occupation or employment (and the name, principal
business and address of any corporation or other organization in which such
employment is conducted), and citizenship of each officer and director of each
of Teck and Teck Metals is set forth in Schedule I hereto and is incorporated
herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to a Combination Agreement dated January 12, 2003 (the "Combination
Agreement") among Teck, the Issuer, Ontario Teachers' Pension Plan Board
("Teachers"), Sherritt International Corporation ("Sherritt") and Westshore
Terminals Income Fund ("Westshore"), Teck received, in exchange for cash,
4,300,000 Units, which, after certain Unit splits, now constitute 12,857,142
Units.
Pursuant to a Unit Purchase Agreement (the "Unit Purchase Agreement") dated as
of September 23, 2007 among Teck, Teck Metals, the Issuer, Teachers and Golden
Apple Income Inc. ("Golden Apple"), Teck Metals will acquire an additional
16,650,000 Units from Golden Apple and Teachers for a purchase price of
Cdn.$599,400,000. The source of funds is expected to be from working capital
and will not be borrowed or otherwise obtained. The transaction is expected to
close on October 1, 2007.
As a wholly-owned subsidiary of Teck, Teck Metal may be deemed to share voting
and dispositive power with Teck with respect to the 16,650,000 Units, for total
beneficial ownership by Teck of 29,507,142 Units.
The Unit Purchase Agreement provides that if at any time on or prior to July
31, 2008 (the "Price Protection Period"), Teck or any of its affiliates makes
an offer or proposal to the Issuer respecting, or publicly announces an
intention to undertake, (i) an amalgamation or merger with the Trust (or other
similar transaction, including without limitation a plan of arrangement),
pursuant to which Teck will directly, or indirectly through an affiliate, or
any person acting jointly or in concert with Teck, combine its business with
the business of the Issuer or directly or indirectly acquire (or combine their
assets or businesses or a material portion thereof with) all or a majority
portion of the business or assets of the Issuer other than an Asset Transaction
(as defined below); or (ii) a take-over bid by take-over bid circular in
compliance with applicable Canadian securities laws, after giving effect to
which Teck, if successful, would beneficially own, directly or indirectly,
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CUSIP NO. 345425102 SCHEDULE 13D Page 5 of 11
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through an affiliate, and together with any person acting jointly or in concert
with Teck, more than 50% of the Units; (any such transaction being a "Price
Protection Transaction"), then within five business days following the
completion of the Price Protection Transaction, Teck will pay, or cause an
affiliate to pay, to an account designated by Golden Apple the Adjustment
Payment (as defined below), if applicable, by wire transfer of immediately
available funds.
Golden Apple will be entitled to receive an additional amount on account of
each of the Units (the "ADJUSTMENT PAYMENT") equal to the amount by which the
consideration per Unit received by the holders of Units pursuant to the Price
Protection Transaction (the "GREATER PRICE") exceeds the Purchase Price (all as
adjusted for any Unit split or consolidation, Unit dividend-in-kind,
reorganization or similar event after the Closing Date).
If the unitholders of the Issuer approve an arrangement or similar transaction
involving the sale of all or a majority of the assets of the Issuer, directly
or indirectly, to Teck or an affiliate of Teck or any person acting jointly or
in concert with Teck or any other person that was announced or commenced during
the Price Protection Period and that would provide to the Issuer consideration
permitting the Issuer to pay a distribution per Unit in excess of C$36.00 per
Unit (an "Asset Transaction"), then within five business days following
approval of the Asset Transaction by the unitholders of the Issuer, receipt of
all necessary third party and regulatory approvals and satisfaction of any
other material conditions precedent to completing the Asset Transaction, and in
any event prior to the record date for the distribution by the Issuer of any of
the proceeds of the Asset Transaction to unitholders of the Issuer, Teck will
sell the Units to Golden Apple for a price equal to the Purchase Price and
otherwise on the terms set out in the Purchase Agreement.
If during the Price Protection Period Teck or any affiliate or any person
acting jointly and in concert with Teck transfers any Units for consideration
in excess of the Purchase Price, within five business days after the completion
of the transfer Teck shall pay to Golden Apple in respect of each transferred
Unit the amount by which the consideration received for each transferred Unit
exceeds the Purchase Price. The obligations under the Purchase Agreement shall
be repeated with respect to each transfer of Units during the Price Protection
Period but, except as provided below, only until Teck or its affiliates or
persons acting jointly or in concert with Teck has transferred Units equal in
number to the number of Units for consideration in excess of the Purchase
Price.
ITEM 4. PURPOSE OF TRANSACTIONS.
Teck and Teck Metals will acquire the Units for investment purposes and have no
plans to acquire any additional units of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) The aggregate number of Units held by Teck Metals, beneficially
owned pursuant to the Unit Purchase Agreement will be 16,650,000 Units,
representing 11.25% of the outstanding units of Fording. Teck Metal may be
deemed to share voting and dispositive power with Teck with respect to the
16,650,000 Units. Teck holds 12,857,142 Units pursuant to the Combination
Agreement, representing 8.7% of the outstanding units of the Issuer and
has sole voting and dispositive power with respect to the 12,857,142
Units. Teck may be deemed to beneficially own the 16,650,000 Units held by
Teck Metals, as a wholly-subsidiary, and an aggregate of 29,507,142 Units,
representing 19.95% of the outstanding units of the Issuer.
As of the date of this Schedule 13D, Ronald Millos, Senior Vice President,
Finance and Chief Financial Officer beneficially owns 1,359 Units. Mr.
Millos has sole voting and dispositive power with respect to those Units.
Teck and Teck Metals disclaim beneficial ownership of any Units
beneficially owned by Mr. Millos. Mr. Millos disclaims beneficial
ownership of any Units beneficially owned by Teck and Teck Metals.
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CUSIP NO. 345425102 SCHEDULE 13D Page 6 of 11
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As of the date of this Schedule 13D, Jalynn Bennett, a Director,
beneficially owns 1,347 Units. Ms. Bennett has no voting and dispositive
power with respect to those Units. Teck and Teck Metals disclaim
beneficial ownership of any Units beneficially owned by Ms. Bennett. Ms.
Bennett disclaims beneficial ownership of any Units beneficially owned by
Teck and Teck Metals.
(c) Except as disclosed in this Item 5 of this Schedule 13D, neither Teck
nor Teck Metals, nor, to the best knowledge of Teck and Teck Metals, any
of the directors or executive officers of Teck and Teck Metals has
effected any transaction in the Units in the 60 days prior to the filing
of this Schedule 13D.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The disclosure set forth in Item 3 and 5 hereof is incorporated herein by
reference.
On September 23, 2007, Teck and Teck Metals entered into the Unit Purchase
Agreement with Golden Apple and Teachers pursuant to which Teck Metals would
acquire 16,650,000 Units beneficially owned by Golden Apple and Teachers. Teck
and Teck Metals agreed to an aggregate purchase price of Cdn.$599,400,000. The
Unit Purchase Agreement provides that if, prior to July 31, 2008, Teck or any
affiliate makes an offer or announces an intention to acquire more than 50% of
the outstanding Units, which transaction is subsequently completed, or sells
Units, in either case at a price in excess of Cdn$36.00 per unit, Teck will pay
Teachers such excess. The transaction is expected to close on October 1, 2007.
A copy of the Unit Purchase Agreement is attached as an exhibit to this
Schedule 13D.
On February 23, 2003, Teck, 4123212 Canada Ltd. and the Issuer entered into a
governance agreement which was amended and restated on August 24, 2005 (the
"Amended and Restated Governance Agreement"). The Amended and Restated
Governance Agreement provides Teck, subject to certain conditions, with the
right to nominate one trustee of the Issuer and one director of the Issuer's
principal operating subsidiary for election by Unitholders. The right to put
forward a trustee and director nominee will continue until such time as Teck
ceases to hold a minimum 4.5% ownership interest in the Issuer. The balance of
the trustees are recommended for election by the governance committee of the
trustees and nominated for election by the trustees. The balance of directors
will be nominated by the governance committee of the Board of Directors and
nominated for election by the Board of Directors. A copy of the Amended and
Restated Governance Agreement is attached as an exhibit to this Schedule 13D.
Pursuant to the Combination Agreement among Teck, the Issuer, Teachers,
Sherritt and Westshore, on February 28, 2003 Fording Inc. consummated a plan of
arrangement as a result of which its existing common shareholders received
Units and/or cash in exchange for their common shares (the "Plan of
Arrangement"). Pursuant to the Combination Agreement, upon consummation of the
Plan of Arrangement, Teck received, in exchange for cash, 4,300,000 Units. Teck
obtained all of the funds for this purchase from working capital. A copy of
Combination Agreement is attached as an exhibit to this Schedule 13D.
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CUSIP NO. 345425102 SCHEDULE 13D Page 7 of 11
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Other than as described in this Schedule 13D, to the best knowledge of Teck and
Teck Metals there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among Teck and Teck Metals, and between any
such persons and any other person, with respect to the Units, including but not
limited to, transfer and voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies, or a
pledge or contingency the occurrence of which would give another person voting
power or investment power over the Units.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT DESCRIPTION
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7.1 Unit Purchase Agreement, dated as of September 23, 2007, by
and among Teck Cominco Limited, Teck Cominco Metals Ltd.,
Golden Apple Income Inc. and Ontario Teachers' Pension Plan
Board.
7.2 Amended and Restated Governance Agreement, dated as of August
24, 2005 by and among Teck Cominco Limited, Fording (GP) ULC,
Fording Amalco Inc. and Fording Canadian Coal Trust.
7.3 Combination Agreement, dated as of January 12, 2003 by and
among Teck Cominco Limited, Fording Inc., Ontario Teachers'
Pension Plan Board, Sherritt International Corporation and
Westshore Terminals Income Fund.
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CUSIP NO. 345425102 SCHEDULE 13D Page 8 of 11
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SIGNATURES
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 27, 2007
TECK COMINCO LIMITED
By: /s/ Peter C. Rozee
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Name: Peter C. Rozee
Title: Senior Vice President, Commercial Affairs
TECK COMINCO METALS LTD.
By: /s/ Peter C. Rozee
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Name: Peter C. Rozee
Title: Senior Vice President, Commercial Affairs
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CUSIP NO. 345425102 SCHEDULE 13D Page 9 of 11
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SCHEDULE I
TECK COMINCO LIMITED
The name and present principal occupation or employment (and the name,
principal business and address of any corporation or other organization in
which such employment is conducted) of each director and officer of Teck
Cominco Limited is set forth below. The principal business and address of each
director and officer is Teck Cominco Limited, Suite 600-200 Burrard Street,
Vancouver, B.C. V6C 3L9, unless otherwise indicated.
NAME PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT (AND THE NAME, PRINCIPAL
BUSINESS AND ADDRESS OF ANY CORPORATION
OR OTHER ORGANIZATION IN WHICH SUCH
EMPLOYMENT IS CONDUCTED)
DIRECTORS
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ALL DIRECTORS LISTED BELOW ARE CANADIAN CITIZENS, EXCEPT FOR MR. KURIYAMA AND
MR. MOCHIHARA WHO ARE BOTH JAPANESE CITIZENS.
J. Brian Aune President, Alderprise Inc., 375-4150 rue
Sainte-Catherine O Westmount QC H3Z 2Y5
Canada.
Jalynn H. Bennett President, Jalynn H. Bennett and
Associates Ltd., 303-247 Davenport Rd
Toronto ON M5R 1J9 Canada
Hugh J. Bolton Chairman, Epcor Utilities Inc., 10065
Jasper Cvenue, Edmonton, Alberta T5J 3B1
Canada A
Norman B. Keevil Chairman, Teck Cominco Limited
Norman B. Keevil III Chief Operating Officer, Triton Logging
Inc., 6675 Mirah Road, Saanichton, BC,
V8M 1Z4 Canada
Takashi Kuriyama Executive Vice President, Sumitomo Metal
Mining America Inc., #901 - 700 West
Pender Street, Vancouver B.C. V6C 1G8
Canada
Donald R. Lindsay(1) Chief Executive Officer, Teck Cominco
Limited
Takuro Mochihara Senior Managing Executive Officer, Dept.
of Mineral Resources Division, Sumitomo
Metal Mining Co., Ltd., 11-3, Shimbashi
5-chome, Minato-ku, Tokyo, 105-8716
JAPAN
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(1) Mr. Keevil is also a director of the Issuer
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CUSIP NO. 345425102 SCHEDULE 13D Page 10 of 11
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Derek G. Pannell Managing Partner, Brookfield Properties BCE
Place, 181 Bay Street, Suite 330, Toronto,
Ontario M5J 2T3 Canada
Janice G. Rennie Corporate Director
Warren S.R. Seyffert Counsel, Lang Michener LLP, BCE Place,
Box 747, Suite 2500, 181 Bay Street,
Toronto, Ontario M5J 2T7 Canada
Keith E. Steeves Corporate Director
Chris M.T. Thompson Corporate Director
Robert J. Wright(2) Corporate Director
EXECUTIVE OFFICERS
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ALL EXECUTIVE OFFICERS LISTED BELOW ARE CANADIAN CITIZENS, EXCEPT FOR MR.
KUKIELSKI AND MR. VANCE WHO ARE BOTH U.S. CITIZENS. THE PRINCIPAL BUSINESS AND
ADDRESS OF EACH OFFICER IS TECK COMINCO LIMITED, SUITE 600-200 BURRARD STREET,
VANCOUVER, B.C. V6C 3L9.
OFFICERS
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Donald J. Lindsay President
Douglas H. Horswill Senior Vice President, Environment and
Corporate Affairs
Peter G. Kukielski Executive Vice President and Chief
Operating Officer
G. Leonard Manuel Senior Vice President and General Counsel
Ronald A. Millos Senior Vice President, Finance and Chief
Financial Officer
Peter C. Rozee Senior Vice President, Commercial Affairs
Ronald A. Vance Senior Vice President, Corporate Development
Timothy C. Watson Senior Vice President, Project Development
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(2) Mr. Wright is also a director of the Issuer.
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CUSIP NO. 345425102 SCHEDULE 13D Page 11 of 11
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TECK COMINCO METALS LTD.
The name and present principal occupation or employment (and the name,
principal business and address of any corporation or other organization in
which such employment is conducted) of each director and officer of Teck
Cominco Metals Ltd. is set forth below. The principal business and address of
each director and officer is Teck Cominco Limited, Suite 600-200 Burrard
Street, Vancouver, B.C. V6C 3L9. All directors and executive officers listed
below are Canadian citizens, except for Mr. Kukielski and Mr. Vance who are
both U.S. citizens.
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
(AND THE NAME, PRINCIPAL BUSINESS AND
ADDRESS OF ANY CORPORATION OR OTHER
ORGANIZATION IN WHICH SUCH EMPLOYMENT IS
CONDUCTED) DIRECTORS
Norman B. Keevil Director, Teck Cominco Limited
Donald R. Lindsay(3) President, Teck Cominco Limited
G. Leonard Manuel Senior Vice President and General Counsel,
Teck Cominco Limited
Peter C. Rozee Senior Vice President, Commercial Affairs,
Teck Cominco Limited
OFFICERS
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Donald R. Lindsay Chief Executive Officer and President
Douglas H. Horswill Senior Vice President, Environment and
Corporate Affairs
Peter G. Kukielski Executive Vice President and Chief
Operating Officer
G. Leonard Manuel Senior Vice President and General Counsel
Ronald A. Millos Senior Vice President, Finance and Chief
Financial Officer
Peter C. Rozee Senior Vice President, Commercial Affairs
Ronald A. Vance Senior Vice President, Corporate Development
Timothy C. Watson Senior Vice President, Project Development
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(3) Mr. Lindsay is also a director of the issuer.