SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13E-3/A
(AMENDMENT NO. 1)
RULE 13E-3
TRANSACTION STATEMENT
UNDER SECTION 13(e)
OF
THE SECURITIES EXCHANGE ACT OF
1934
FORDING CANADIAN COAL
TRUST
(Name of the Issuer)
FORDING CANADIAN COAL TRUST
FORDING (GP) ULC
TECK COMINCO LIMITED
(Names of Person(s) Filing
Statement)
Units, no par value
(Title of Class of
Securities)
345425102
(CUSIP Number of Class of
Securities)
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Fording Canadian Coal Trust
Suite 1000, 205 – 9th Avenue SE
Calgary, Alberta T2G 0R3
Attention: James F. Jones
(403) 260-9800
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Fording (GP) ULC
Suite 1000, 205 – 9th Avenue SE
Calgary, Alberta T2G 0R3
Attention: James F. Jones
(403) 260-9800
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Teck Cominco Limited
Suite 600, 200 Burrard Street
Vancouver, British Columbia V6C 3L9
Attention: Peter C. Rozee
(604) 687-1117
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(Name, Address, and Telephone
Numbers of Person Authorized to Receive Notices and
Communications on Behalf of the
Persons Filing Statement)
With copies to
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Osler, Hoskin & Harcourt LLP
620 8th Avenue – 36th floor
New York, New York 10018
Attention: Kevin D. Cramer, Esq.
(212) 991-2537
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Paul, Weiss, Rifkind, Wharton &
Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
Attention: Edwin S. Maynard, Esq.
(212) 373-3000
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Stikeman Elliot LLP
5300 Commerce Court West
199 Bay Street
Toronto, Ontario M5L 1B9
Attention: William J. Braithwaite, Esq.
(416) 869-5500
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This statement is filed in connection with (check the
appropriate box):
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a
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o
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The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3 (c)
under the Securities Exchange Act of 1934.
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b
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o
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The filing of a registration statement under the Securities Act
of 1933.
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c
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o
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A tender offer.
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d
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None of the above.
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Check the following box if the soliciting materials or
information statement referred to in checking box (a) are
preliminary
copies: o
Check the following box if the filing is a final amendment
reporting the results of the
transaction: o
CALCULATION OF FILING FEE
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Transaction valuation*
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$13,687,116,439.03
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Amount of filing fee
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$537,904
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Set forth the amount on which the filing fee is calculated and
state how it was determined. |
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Calculated solely for the purpose of determining the filing
fee. The filing fee was determined by adding (a) the
product of (i) 150,175,327 Units, plus 18,632 Exchange
Options to acquire an equal number of Fording Units, plus
151,050 Phantom Units that can be settled for an equal number of
Fording Units and (ii) cash consideration of $82.00 per
Fording Unit, plus (b) $1,358,825,701.03, being the value
of the 36,834,527 Teck Class B subordinate voting shares
issued to Fording Unitholders (including holders of Exchange
Options and Phantom Units), on the basis of 0.245 Class B
subordinate voting shares per Fording Unit, based on the average
of the high and low prices of Teck’s Class B
subordinate voting shares on August 15, 2008 (i.e., $36.89)
((a) and (b) together, the “Total
Consideration”). The payment of the filing fee, calculated
in accordance with Exchange Act
Rule 0-11(b),
was calculated by multiplying the Total Consideration by
0.0000393. |
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Check the box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing with which
the offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing. |
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Amount Previously Paid:
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$537,904
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Filing Party:
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Fording Canadian Coal Trust, Fording (GP)
ULC and Teck Cominco Limited
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Form or Registration No.:
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Schedule 13E-3, File No. 005-62313
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Date Filed:
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August 21, 2008
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Introduction
This Amendment No. 1 to the
Rule 13e-3
Transaction Statement on
Schedule 13E-3
(“Amendment No. 1”) amends and supplements the
Schedule 13E-3
filed with the U.S. Securities and Exchange Commission (the
“SEC”) by Fording Canadian Coal Trust, an
unincorporated, open-ended mutual fund trust governed by a
Declaration of Trust and the laws of Alberta, Canada
(“Fording”), Fording (GP) ULC, an unlimited liability
company organized under the Companies Act (Nova Scotia)
(“Fording ULC”), and Teck Cominco Limited, a company
incorporated under the laws of Canada (“Teck”)
(collectively, the “Filing Persons”) on
August 21, 2008 (the “Original 13E-3”).
This Amendment No. 1 relates to the Arrangement Agreement, dated
July 29, 2008 (the “Arrangement Agreement”), by
and between Fording and Teck and the related plan of arrangement
(the “Plan of Arrangement”). A form of Fording’s
management information circular in connection with the Plan of
Arrangement was filed as Exhibit (a)(1) to the Original 13E-3
(the “Circular”). On August 26, 2008, Fording
obtained an interim order of the Court of Queen’s Bench of
Alberta dated August 26, 2008, as the same may be amended
(the “Interim Order”). Fording also delivered a
petition for a final order (the “Petition”) approving
the arrangement pursuant to the terms and conditions of the
Arrangement Agreement to the Court of Queen’s Bench of
Alberta dated August 26, 2008.
A copy of the Interim Order is filed as Exhibit (a)(7) to this
Amendment No. 1 and a copy of the Petition is filed as
Exhibit (a)(8) to this Amendment No. 1. The Circular is
hereby amended to include a copy of the Interim Order as
Appendix F thereto and to include a copy of the Petition as
Appendix G thereto.
Pursuant to General Instruction F to
Schedule 13E-3,
the information in the Circular, including all annexes, exhibits
and appendices thereto, is expressly incorporated by reference
herein in its entirety. To the extent information contained in a
section of the Circular is modified below within a particular
Item of this Amendment No. 1, all references to such
section of the Circular in any other Item of the
Schedule 13E-3,
as amended, shall be to such section of the Circular as so
modified.
All information contained in, or incorporated by reference into,
this Amendment No. 1 concerning each Filing Person was supplied
by such Filing Person and no other Filing Person takes
responsibility for the accuracy of such information as it
relates to any other Filing Person.
The filing of this Amendment No. 1 shall not be construed as an
admission by any Filing Person or by any affiliate of a Filing
Person, that Fording is “controlled” by any Filing
Person, or that any Filing Person is an “affiliate” of
Fording within the meaning of
Rule 13e-3
under Section 13(e) of the Exchange Act.
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(a)(7)
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Interim order of the Court of Queen’s Bench of Alberta,
dated August 26, 2008.
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(a)(8)
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Petition for the Final Order, dated August 26, 2008.
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2
SIGNATURE
After due inquiry and to the best of each of the
undersigned’s knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is
true, complete and correct.
Dated as of
August 26, 2008
FORDING CANADIAN COAL TRUST
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By:
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/s/ Michael
A. Grandin
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Name: Michael A. Grandin
Title: Chair and Chief Executive Officer
FORDING (GP) ULC
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By:
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/s/ Michael
A. Grandin
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Name: Michael A. Grandin
Title: Chair and Chief Executive Officer
TECK COMINCO LIMITED
Name: Peter C. Rozee
Title: Senior Vice President, Commercial Affairs
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