--------------------------- ---------------------------
CUSIP NO. 345425102 SCHEDULE 13D Page 4 of 11
--------------------------- ---------------------------
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,
|