As filed with the Securities and Exchange Commission on October 29, 2008
Registration No. 333-141290
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FORDING CANADIAN COAL TRUST
(Exact name of registrant as specified in its charter)
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| Alberta
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1221
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98-0393766 |
(Province or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(IRS Employer
Identification No.) |
Suite 1000, 205 – 9th Avenue SE
Calgary, Alberta
Canada T2G 0R3
(403) 260-9800
(Address and telephone number of registrant’s principal executive office)
CT Corporation System
111 Eighth Avenue
New York, NY 10011
(212) 590-9330
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications to:
Kevin D. Cramer, Esq.
Osler, Hoskin & Harcourt LLP
620 Eighth Avenue, 36th Floor
New York, New York 10018
(212) 991-2537
Approximate date of commencement of proposed sale to the public: From time to time after the
effective date of this registration statement.
If the only securities being registered on this Form are to be offered pursuant to dividend or
interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If
this Form is a registration statement pursuant to General Instruction I.C. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this Form is a post-effective amendment to a registration statement filed pursuant to
General instruction I.C. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
EXPLANATORY NOTE
This Post-Effective Amendment relates to Registration Statement No. 333-141290 on Form F-3
(the “Registration Statement”) pursuant to which Fording Canadian Coal Trust, an unincorporated
open-ended mutual fund trust governed by a Declaration of Trust and the laws of Alberta, Canada
(“Fording”) registered 10,000,000 Fording units issuable under Fording’s Premium Distribution
TM and Distribution Reinvestment Plan.
On October 30, 2008, pursuant to an Arrangement Agreement dated as of July 29, 2008 by and
between Fording and Teck Cominco Limited (“Teck”), and a related Plan of Arrangement, Teck will
acquire all of the assets and liabilities of Fording and Fording will distribute the proceeds of sale
to Fording’s unitholders in the amount of 0.245 of a Class B share of Teck and cash in the amount
of US$82.00 (which includes the final unitholder distribution of
US$3.00) (less any amounts withheld on account of taxes) per unit. As a result of the Plan of Arrangement, Fording intends to deregister its
outstanding securities and has discontinued its Premium DistributionTM and Distribution
Reinvestment Plan. In accordance with the undertaking contained in the Registration Statement
pursuant to paragraph (3) of “Item 10. Undertakings”, Fording respectfully requests that the
Securities and Exchange Commission remove from registration a total
of 9,971,361 units that remain
unsold under the Registration Statement. Accordingly, Fording hereby deregisters 9,971,361 units
registered pursuant to the Registration Statement and remaining unsold thereunder.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and
it has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of
Alberta, on the 29th day of October, 2008.
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FORDING CANADIAN COAL TRUST, by its
authorized signatories for and on behalf of its Trustees
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By: |
/s/ R. James Brown
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Name: |
R. James Brown |
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Title: |
Vice President |
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By: |
/s/ James F. Jones
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Name: |
James F. Jones |
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Title: |
Vice President Human Resources and
Legal Affairs |
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No.
1 to the Registration Statement has been signed by the following persons and in the capacities and
on the dates indicated.
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| Signature
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Title
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Date
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Michael A. Grandin |
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Chairman, Chief Executive Officer and
Trustee
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October 29, 2008 |
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Boyd Payne |
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President
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October 29, 2008 |
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R. James Brown |
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Vice President
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October 29, 2008 |
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Mark D. Gow |
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Vice President and Chief Financial Officer
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October 29, 2008 |
| /s/ Richard T. Mahler
Richard T. Mahler |
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Trustee
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October 29, 2008 |
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Michael S. Parrett |
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Trustee
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October 29, 2008 |