U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1F/A
TENDER OFFER STATEMENT PURSUANT TO RULE 14d-1(b)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 3
FORDING INC.
(Name of Subject Company)
N/A
(Translation of Subject Company's name into English (if applicable))
CANADA
(Jurisdiction of Subject Company's Incorporation or Organization)
SHERRITT COAL ACQUISITION INC.
(Bidder)
COMMON SHARES, NO PAR VALUE
(Title of Class of Securities)
345426
(CUSIP Number of Class of Securities (if applicable))
JAMES J. JUNEWICZ, ESQ. GEOFFREY CREIGHTON
MAYER, BROWN, ROWE & MAW TORYS LLP
190 S. LASALLE STREET 79 WELLINGTON STREET WEST, SUITE 3000
CHICAGO, IL 60622 BOX 270, TD CENTRE
(312)701-7032 TORONTO, ONTARIO, CANADA M5K 1N2
(416) 865-7344
(Name, address (including zip code) and telephone number (including area code of
person(s) authorized to receive notices and communications on behalf of bidder))
OCTOBER 25, 2002
(Date tender offer first published, sent or given to securityholders)
CALCULATION OF FILING FEE
Transaction Valuation Amount of Filing Fee
--------------------- --------------------
US$1,062,468,215 (1) US$97,748 (2) (3)
(1) The transaction valuation has been calculated pursuant to the
instructions to Schedule 14D-1F in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, based on the offer to
purchase all of the common shares of Fording Inc., which had, as an
average of their high and low prices reported on the Toronto Stock
Exchange on December 11, 2002, a value of Cdn.$32.53 (US$20.974)
multiplied by 50,656,442 common shares reported outstanding in Fording
Inc.'s Report on Form 6-K dated December 9, 2002. For purposes of this
calculation, US$1.00 = Cdn.$1.5510, the noon buying rate in New York
City as disclosed by the Federal Reserve Bank of New York on December
17, 2002.
(2) $92 per $1 million of the Transaction Value.
(3) The entire amount of this fee has been paid pursuant to a filings
dated October 28, 2002 and December 18, 2002.
[X] Check box if any part of the fee is offset as provided by 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. Schedule 14D-1F filed on October 28, 2002
and Schedule 14D-1F/A filed on December 18, 2002.
PART I
INFORMATION REQUIRED TO BE SENT TO SHAREHOLDERS
ITEM 1. HOME JURISDICTION DOCUMENTS
Document 1: Notice of Variation to Offer to Purchase and
Circular, dated December 16, 2002*
Document 2: Offer to Purchase and Circular, dated December 16, 2002*
Document 3: Amended Letter of Transmittal and Election Form*
Document 4: Amended Notice of Guaranteed Delivery*
Document 5: Notice of Variation and Extension to Offer to Purchase
and Circular, dated January 6, 2003*
ITEM 2. INFORMATIONAL LEGENDS
See "Notice to Shareholders in the United States" in the Offer to
Purchase.
* Previously filed
PART II
INFORMATION NOT REQUIRED TO BE SENT TO SHAREHOLDERS
(1) Exhibit 1: Sherritt Coal Proxy Circular, dated December 13, 2002,
Solicitation Of Proxies By And On Behalf Of Sherritt Coal
Partnership II, 1546261 Ontario Limited, 1448972 Ontario
Limited, Sherritt International Corporation, Ontario Teachers'
Pension Plan Board and Sherritt Coal Acquisition Inc.*
Exhibit 2: Form of Shareholder Proxy*
Exhibit 3: Form of Optionholder Proxy*
Exhibit 4: Declaration of Trust of Canadian Coal Trust*
Exhibit 4A Press Release dated January 13, 2003
Exhibit 4B Letter dated January 16, 2003 from Torys LLP on behalf of
Sherritt Coal Acquisition Inc. to Canadian Securities
Regulatory Authorities
(2) Exhibit 5: Sherritt International Corporation Annual Information Form
dated March 15, 2002*
Exhibit 6: Sherritt International Corporation management information
circular dated April 15, 2002 in connection with the May 30, 2002
Annual and Special Meeting of Shareholders, other than the
sections entitled "Composition of the Compensation Committee in
2001", "Report on Executive Compensation",
"Performance Graph" and "Corporate Governance."*
(3) Not applicable.
*Previously filed
PART III
UNDERTAKINGS AND CONSENT TO SERVICE OF PROCESS
1. UNDERTAKINGS
a. Sherritt Coal Acquisition Inc. undertakes to make available, in
person or by telephone, representatives to respond to inquiries made by the
Commission staff, and to furnish promptly, when requested to do so by the
Commission staff, information relating to this Schedule or to transactions in
said securities.
b. Sherritt Coal Acquisition Inc. undertakes to disclose in the United
States, on the same basis as it is required to make such disclosure pursuant to
applicable Canadian federal and/or provincial or territorial laws, regulations
or policies, or otherwise discloses, information regarding purchases of the
issuer's securities in connection with the cash tender or exchange offer covered
by this Schedule. Such information shall be set forth in amendments to this
Schedule.
2. CONSENT TO SERVICE OF PROCESS
(a) On October 28, 2002, Sherritt Coal Acquisition Inc. filed with the
Commission a written
irrevocable consent and power of attorney on Form F-X.
(b) Any change to the name or address of a registrant's agent for service shall
be communicated promptly to the Commission by amendment to Form F-X referencing
the file number of the registrant.
PART IV
SIGNATURES
By signing this Schedule, Sherritt Coal Acquisition Inc. consents
without power of revocation that any administrative subpoena may be served, or
any administrative proceeding, civil suit or civil action where the cause of
action arises out of or relates to or concerns any offering made or purported to
be made in connection with the filing on Schedule 14D-1F or any purchases or
sales of any security in connection therewith, may be commenced against it in
any administrative tribunal or in any appropriate court in any place subject to
the jurisdiction of any state or of the United States by service of said
subpoena or process upon the registrant's designated agent.
After due 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.
SHERRITT COAL ACQUISITION INC.
By: /s/ Samuel W. Ingram
---------------------------
Name: Samuel W. Ingram, Q.C.
Title: Senior Vice President
Dated: January 21, 2003