sc13e3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
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)
|
|
|
|
|
Fording Canadian Coal Trust
Suite 1000, 205 9th Avenue SE
Calgary, Alberta T2G 0R3
Attention: James F. Jones
(403) 260-9800
|
|
Fording (GP) ULC
Suite 1000, 205 9th Avenue SE
Calgary, Alberta T2G 0R3
Attention: James F. Jones
(403) 260-9800
|
|
Teck Cominco Limited
Suite 600, 200 Burrard Street
Vancouver, British Columbia V6C 3L9
Attention: Peter Rozee (604) 687-1117 |
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)
With copies to
|
|
|
|
|
Osler, Hoskin & Harcourt LLP
620 8th Avenue 36th floor
New York, New York 10018
Attention: Kevin D. Cramer, Esq.
(212) 991-2537
|
|
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
|
|
Stikeman Elliot LLP
5300 Commerce Court West
199 Bay Street
Toronto, Ontario M5L 1B9
Attention: William J. Braithwaite, Esq.
(416) 869-5500 |
This statement is filed in connection with (check the appropriate box):
a. |
o |
|
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. |
|
b. |
o |
|
The filing of a registration statement under the Securities Act of 1933. |
|
c. |
o |
|
A tender offer. |
|
d. |
þ |
|
None of the above. |
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
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction valuation* |
|
|
$13,687,116,439.03 |
|
|
Amount of filing fee |
|
|
$537, 904 |
|
|
* |
|
Set forth the amount on which the filing fee is calculated and state how it was determined. |
|
* |
|
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 Tecks Class B subordinate voting shares on the New York Stock Exchange
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. |
|
o |
|
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. |
|
|
|
|
|
|
|
Amount Previously Paid:
|
|
|
|
Filing Party: |
|
|
|
Form or Registration No.:
|
|
|
|
Date Filed: |
|
|
Introduction
This Rule 13e-3 Transaction Statement (the Transaction Statement) is being filed with the
U.S. Securities and Exchange Commission (the SEC) pursuant to Section 13(e) of the Securities
Exchange Act of 1934, as amended (the Exchange Act), 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).
This Transaction Statement 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). If unitholders of Fording approve the special resolution approving the Plan
of Arrangement, the other closing conditions under the Arrangement Agreement are satisfied or
waived, including the issuance of the final court order approving the Plan of Arrangement, and the
pre-closing period is completed, Teck will acquire all of the assets and assume all of the
liabilities of Fording. Pursuant to the Plan of Arrangement, unitholders of Fording will receive
0.245 of a Teck Class B subordinate voting share and cash in the amount of US $82.00 (which
includes a final distribution by Fording to unitholders of US $3.00) (less any amounts withheld on
account of taxes) for each unit of Fording.
Fording Arrangement Corp. is a corporation existing under the laws of the Province of Alberta.
Fording Arrangement Corp. is a wholly owned subsidiary of Fording that has been incorporated for
the purposes of participating in an internal reorganization by Fording that will occur as part of
the arrangement contemplated by the Arrangement Agreement (the Arrangement). Pursuant to this
reorganization, Fording will cause Fording Arrangement Corp. to purchase from Fording, and Fording
will transfer to Fording Arrangement Corp., all of the limited partnership interests in Fording Limited Partnership
held by Fording and all of the issued and outstanding equity securities of Fording ULC held by Fording. Thereafter, and as part of the Arrangement, Teck will acquire all of the shares of
Fording Arrangement Corp. from Fording. Fording Arrangement Corp. has not carried on any
activities to date other than activities related to its formation and activities in furtherance of
the Arrangement. Fording Arrangement Corp. played no role in initiating, structuring or
negotiating the terms of the Arrangement Agreement or the Plan of Arrangement.
Fording will be filing in Canada through SEDAR a management information circular (the
Circular) pursuant to which Fordings board of trustees will solicit proxies from unitholders in
connection with the Arrangement. The current form of the Circular, which is subject to completion
or amendment, is attached hereto as Exhibit (a)(1). A copy of the Arrangement Agreement is attached
to the Circular as Appendix B and is incorporated herein by reference, and a copy of the Plan of
Arrangement is attached to the Circular as Appendix E and is incorporated herein by reference.
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, and responses to each item herein are qualified in their entirety by the
information contained in the Circular. The cross references below show the location in the Circular
of the information required to be included in response to the items of Schedule 13E-3. Capitalized
terms used but not defined herein have the meanings assigned to them in the Circular.
All
information contained in, or incorporated by reference into, this Transaction Statement
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 Transaction Statement 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.
Item 1. Summary Term Sheet
The information set forth in the sections of the Circular entitled Summary Term Sheet and
Frequently Asked Questions about the Arrangement is incorporated herein by reference.
2
Item 2. Subject Company Information
(a) Name and address. The information set forth in the section of the Circular entitled
Summary Term Sheet Parties to the Arrangement and Information Concerning Fording
Formation and Schedule I to this Transaction Statement is incorporated herein by reference.
(b) Securities. The information set forth in the sections of the Circular entitled Summary
Term Sheet Record Date, Meeting Materials and Voting of Proxies for Unitholders is incorporated
herein by reference.
(c) Trading market and price. The information set forth in the section of the Circular
entitled Information Concerning Fording Price Range and Trading Volume of the Units is
incorporated herein by reference.
(d) Dividends. The information set forth in the section of the Circular entitled Summary
Term Sheet Distribution Policy, Further Distributions and Information Concerning Fording
Distribution Policy is incorporated herein by reference.
(e) Prior public offerings. None.
(f) Prior stock purchases. The information set forth in the section of the Circular entitled
Information Concerning Fording Previous Purchases and Sales and Information Concerning Teck
Previous Purchases of Fording Securities is incorporated herein by reference.
Item 3. Identity and Background of Filing Person
(a) Name and address. The information set forth in the sections of the Circular entitled
Summary Term Sheet Parties to the Arrangement, Information Concerning Fording and
Information Concerning Teck and Schedules I, II, and III to this Transaction Statement is
incorporated herein by reference.
(b) Business
and background of entities. The information set forth in the sections of the
Circular entitled Summary Term Sheet Parties to the Arrangement, Information Concerning
Fording and Information Concerning Teck and Schedules I, II, and III to this Transaction
Statement is incorporated herein by reference.
(c) Business and background of natural persons. The information set forth in Schedules I, II,
and III to this Transaction Statement is incorporated herein by reference.
Item 4. Terms of the Transaction
(a) Material terms.
(1) Not applicable.
(2)(i) The information set forth in the sections of the Circular entitled Summary Term Sheet
and Frequently Asked Questions About the Arrangement is incorporated herein by reference.
(2)(ii) The information set forth in the sections of the Circular entitled Summary Term
Sheet, Special Factors Fairness Opinion, Special Factors Independent Valuation, The
Arrangement Arrangement Mechanics, Information Concerning Teck Description of Share
Capital, Certain Tax Considerations for Unitholders, Dissenting Registered Unitholders Rights
and Frequently Asked Questions About the Arrangement is incorporated herein by reference.
(2)(iii) The information set forth in the sections of the Circular entitled Special Factors
Background to the Arrangement, Special Factors Position of the Independent Committees as to
Fairness, Special Factors Recommendation of the Independent Committees, Special Factors
Recommendation of the Trustees and the Directors, Special Factors Reasons for the Arrangement
from Fordings and Fording ULCs Perspectives, Special Factors Reasons for the Arrangement
from the Perspective of Teck, Special Factors Position of Teck Regarding Fairness of the
Arrangement, Special Factors Fairness Opinion, Special Factors Independent Valuation,
The Arrangement Interests of Trustees, Directors, Executive Officers and Others in the
3
Arrangement, Tecks Plans for Fording and Benefits from the Arrangement is incorporated
herein by reference.
(2)(iv) The information set forth in the sections of the Circular entitled Summary Term Sheet
Vote Required to Approve the Arrangement, The Arrangement Required Securityholder
Approval, Information Concerning Voting at the Meeting and Frequently Asked Questions about the
Arrangement is incorporated herein by reference.
(2)(v) The information set forth in the sections of the Circular entitled Summary Term Sheet
Interests of Trustees, Directors, Executive Officers and Others in the Arrangement, Special Factors Certain Effects of the Arrangement, The
Arrangement Arrangement Mechanics, The Arrangement Interests of Trustees, Directors,
Executive Officers and Others in the Arrangement, Interest of Informed Persons in Material
Transactions, Frequently Asked Questions About the Arrangement and Appendix J of the Circular is incorporated herein by
reference.
(2)(vi) Not applicable.
(2)(vii) The information set forth in the sections of the Circular entitled Summary Term
Sheet Certain Canadian Federal Income Tax Considerations, Summary Term Sheet Certain United
States Federal Income Tax Consideration and Certain Tax Considerations for Unitholders is
incorporated herein by reference.
(c) Different terms. The information set forth in the sections of the Circular entitled
Summary Term Sheet Interests of Trustees, Directors, Executive Officers and Others in the
Arrangement, The Arrangement Arrangement Mechanics, The Arrangement Interests of
Trustees, Directors, Executive Officers and Others in the Arrangement, Interest of Informed
Persons in Material Transactions and Frequently Asked Questions About the Arrangement is
incorporated herein by reference.
(d) Appraisal rights. The information set forth in the sections of the Circular entitled
Summary Term Sheet Dissenting Registered Unitholders Rights, Dissenting Registered
Unitholders Rights, Plan of Arrangement, incorporated as Appendix E thereto and Section 191 of
the Business Corporations Act (Alberta), incorporated as Appendix H thereto, is incorporated
herein by reference.
(e) Provisions for unaffiliated security holders. The Filing Persons have made no provisions
in connection with the Arrangement Agreement or the Arrangement to grant unaffiliated security
holders access to the respective corporate files of any of the Filing Persons or to obtain counsel
or appraisal services at the expense of the Filing Persons.
(f) Eligibility for listing or trading. The information set forth in the sections of the
Circular entitled Principal Legal Matters Toronto Stock Exchange and New York Stock Exchange
Approval is incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements
(a)(1)-(2) Transactions. The information set forth in the sections of the Circular entitled
The Arrangement Interests of Trustees, Directors, Executive Officers and Others in the
Arrangement is incorporated herein by reference.
(b)-(c) Significant corporate events; Negotiations or contacts. The information set forth in
the sections of the Circular entitled Summary Term Sheet Interests of Trustees, Directors,
Executive Officers and Others in the Arrangement, Special Factors Background to the
Arrangement, Special Factors Position of the Independent Committees as to Fairness, Special
Factors Recommendation of the Independent Committees, The Arrangement Interests of
Trustees, Directors, Executive Officers and Others in the Arrangement, Tecks Plans for Fording,
Interest of Informed Persons in Material Transactions and Frequently Asked Questions About the
Arrangement is incorporated herein by reference.
(e) Agreements involving the subject companys securities. The information set forth in the
sections of the Circular entitled Summary Term Sheet Interests of Trustees, Directors,
Executive Officers and Others in the Arrangement, Special Factors Background to the
Arrangement, Special Factors Certain Effects of the
4
Arrangement, The Arrangement Arrangement Mechanics, The Arrangement Interests of
Trustees, Directors, Executive Officers and Others in the Arrangement, The Arrangement Confidentiality Agreement, Information Concerning
Teck Agreements Involving Fordings Securities, Tecks Plans for Fording, Commitments to
Acquire Units and Frequently Asked Questions About the Arrangement is incorporated herein by
reference.
Item 6. Purposes of the Transaction and Plans or Proposals
(b) Use of securities acquired. The information set forth in the sections of the Circular
entitled Summary Term Sheet Reasons for the Arrangement from the Perspective of Teck; Position
of Teck Regarding Fairness of the Arrangement, Summary Term Sheet The Arrangement Mechanics,
Special Factors Reasons for the Arrangement from the Perspective of Teck, Special Factors
Certain Effects of the Arrangement, The Arrangement Arrangement Mechanics, Principal Legal
Matters Stock Exchange De-Listing and Reporting Issuer Status, Tecks Plans for Fording and
Frequently Asked Questions About the Arrangement is incorporated herein by reference.
(c)(1)-(8) Plans. The information set forth in the sections of the Circular entitled Summary
Term Sheet Reasons for the Arrangement from Fordings and Fording ULCs Perspectives, Summary
Term Sheet Reasons for the Arrangement from the Perspective of Teck; Position of Teck Regarding
Fairness of the Arrangement, Summary Term Sheet The Arrangement Mechanics, Special Factors
Background to the Arrangement, Special Factors Reasons for the Arrangement from the
Perspective of Teck, Special Factors Certain Effects of the Arrangement, Further
Distributions, The Arrangement Arrangement Mechanics, The Arrangement Agreement, Principal
Legal Matters Stock Exchange De-Listing and Reporting Issuer Status, Information Concerning
Fording Distribution Policy, Information Concerning Fording Material Changes in the Affairs
of Fording, Tecks Plans for Fording and Frequently Asked Questions About the Arrangement is
incorporated herein by reference.
Item 7. Purposes, Alternatives, Reasons and Effects
(a) Purposes. The information set forth in the sections of the Circular entitled Summary Term
Sheet Reasons for the Arrangement from Fordings and Fording ULCs Perspectives, Summary Term
Sheet Reasons for the Arrangement from the Perspective of Teck; Position of Teck Regarding
Fairness of the Arrangement, Special Factors Background to the Arrangement, Special Factors
Position of the Independent Committees as to Fairness, Special Factors Recommendation of
the Independent Committees, Special Factors Recommendation of the Trustees and the Directors,
Special Factors Reasons for the Arrangement from Fordings and Fording ULCs Perspectives,
Special Factors Reasons for the Arrangement from the Perspective of Teck, Special Factors
Position of Teck Regarding Fairness of the Arrangement and Tecks Plans for Fording is
incorporated herein by reference.
(b) Alternatives. The information set forth in the sections of the Circular entitled Summary
Term Sheet Reasons for the Arrangement from Fordings and Fording ULCs Perspectives, Summary
Term Sheet Reasons for the Arrangement from the Perspective of Teck; Position of Teck Regarding
Fairness of the Arrangement, Special Factors Background to the Arrangement, Special Factors
Position of the Independent Committees as to Fairness, Special Factors Recommendation of
the Independent Committees, Special Factors Recommendation of the Trustees and the Directors,
Special Factors Reasons for the Arrangement from Fordings and Fording ULCs Perspectives,
Special Factors Reasons for the Arrangement from the Perspective of Teck and Special Factors
Position of Teck Regarding Fairness of the Arrangement is incorporated herein by reference.
(c) Reasons. The information set forth in the sections of the Circular entitled Summary Term
Sheet Reasons for the Arrangement from Fordings and Fording ULCs Perspectives, Summary Term
Sheet Reasons for the Arrangement from the Perspective of Teck; Position of Teck Regarding
Fairness of the Arrangement, Special Factors Background to the Arrangement, Special Factors
Position of the Independent Committees as to Fairness, Special Factors Recommendation of
the Independent Committees, Special Factors Recommendation of the Trustees and the Directors,
Special Factors Reasons for the Arrangement from Fordings and Fording ULCs Perspectives,
Special Factors Reasons for the Arrangement from the Perspective of Teck, Special Factors
Position of Teck Regarding Fairness of the Arrangement and Tecks Plans for Fording is
incorporated herein by reference.
5
(d) Effects. The information set forth in the sections of the Circular entitled Summary Term
Sheet Certain Effects of the Arrangement, Special Factors Reasons for the Arrangement from
the Perspective of Teck, Special Factors Certain Effects of the Arrangement, Special Factors
Effects on Fording if the Arrangement is Not Completed, The Arrangement Arrangement
Mechanics, The Arrangement Interests of Trustees, Directors, Executive Officers and Others in
the Arrangement, Certain Tax Considerations for Unitholders, Dissenting Registered Unitholders
Rights, Risk Factors Relating to the Arrangement, Tecks Plans for Fording and Frequently
Asked Questions About the Arrangement is incorporated herein by reference.
Item 8. Fairness of the Transaction
(a)-(b) Fairness; Factors considered in determining fairness. The information set forth in
the sections of the Circular entitled Summary Term Sheet Reasons for the Arrangement from
Fordings and Fording ULCs Perspectives, Summary Term Sheet Reasons for the Arrangement from
the Perspective of Teck; Position of Teck Regarding Fairness of the Arrangement, Special Factors
Background to the Arrangement, Special Factors Position of the Independent Committees as to
Fairness, Special Factors Recommendation of the Independent Committees, Special Factors
Recommendation of the Trustees and the Directors, Special Factors Reasons for the Arrangement
from Fordings and Fording ULCs Perspectives, Special Factors General Considerations,
Special Factors Reasons for the Arrangement from the Perspective of Teck, Special Factors
Position of Teck Regarding Fairness of the Arrangement, Special Factors Fairness Opinion,
Special Factors Independent Valuation and The Arrangement Interests of Trustees, Directors,
Executive Officers and Others in the Arrangement is incorporated herein by reference. The full
text of the written fairness opinion of RBC Dominion Securities Inc. and the full text of the
independent valuation of National Bank Financial Inc., each dated July 28, 2008, are also attached
to the Circular as Appendix C and Appendix D, respectively, and are incorporated herein by
reference.
(c) Approval of security holders. The information set forth in the sections of the Circular
entitled Special Factors Position of the Independent Committees as to Fairness, Special
Factors Recommendation of the Independent Committees, Special Factors Recommendation of the
Trustees and the Directors, The Arrangement Required Securityholder Approval, The
Arrangement Interests of Trustees, Directors, Executive Officers and Others in the Arrangement,
The Arrangement Agreement Conditions to the Arrangement, Information Concerning Voting at the
Meeting and Frequently Asked Questions About the Arrangement is incorporated herein by
reference.
(d) Unaffiliated representative. The information set forth in the sections of the Circular
entitled Summary Term Sheet Fairness Opinion, Summary Term Sheet Independent Valuation,
Special Factors Background to the Arrangement, Special Factors Position of the Independent
Committees as to Fairness, Special Factors Recommendation of the Independent Committees,
Special Factors Recommendation of the Trustees and the Directors, Special Factors General
Considerations, Special Factors Fairness Opinion, and Special Factors Independent
Valuation is incorporated herein by reference. The full text of the written fairness opinion of
RBC Dominion Securities Inc. and the full text of the independent valuation of National Bank
Financial Inc., each dated July 28, 2008, are also attached to the Circular as Appendix C and
Appendix D, respectively, and are incorporated herein by reference.
(e) Approval of directors. The information set forth in the sections of the Circular entitled
Special Factors Background to the Arrangement, Special Factors Position of the Independent
Committees as to Fairness, Special Factors Recommendation of the Independent Committees and
Special Factors Recommendation of the Trustees and the Directors is incorporated herein by
reference.
(f) Other offers. The information set forth in the sections of the Circular entitled Special
Factors Background to the Arrangement, Special Factors Position of the Independent
Committees as to Fairness, Special Factors Recommendation of the Independent Committees,
Special Factors Recommendation of the Trustees and the Directors and Special Factors
Position of Teck Regarding Fairness of the Arrangement is incorporated herein by reference.
6
Item 9. Reports,
Opinions, Appraisals and Negotiations
(a)-(c) Report, opinion or appraisal; Preparer and summary of the report, opinion or
appraisal; Availability of documents. The information set forth in the sections of the Circular
entitled Special Factors Background to the Arrangement, Special Factors Fairness Opinion,
Special Factors Independent Valuation and Where You Can Find More Information is
incorporated herein by reference. The full text of the written fairness opinion of RBC Dominion
Securities Inc. and the full text of the independent valuation of National Bank Financial Inc.,
each dated July 28, 2008, are also attached to the Circular as Appendix C and Appendix D,
respectively, and are incorporated herein by reference.
Item 10. Source and Amounts of Funds or Other Consideration
(a)-(d) Source of funds;
Conditions; Expenses; Borrowed funds. The information set forth in
the sections of the Circular entitled Summary Term Sheet Sources of Funds for the Arrangement,
Summary Term Sheet The Arrangement Agreement, The Arrangement Sources of Funds for the
Arrangement, The Arrangement Agreement Expense Reimbursement and Expenses of the
Arrangement is incorporated herein by reference.
Item 11. Interest in
Securities of the Subject Company
(a) Securities ownership. The information set forth in the sections of the Circular entitled
The Arrangement Interests of the Trustees, Directors, Executive Officers and Others in the
Arrangement and Information Concerning Voting at the Meeting Voting Securities and Holders of
More than 10% of the Units is incorporated herein by reference.
(b) Securities transactions. The information set forth in the section of the Circular entitled
Information Concerning Teck Agreements Involving Fordings Securities is incorporated herein
by reference.
Item 12. The Solicitation or Recommendation
(d) Intent to tender or vote in a going-private transaction. The information set forth in the
sections of the Circular entitled The Arrangement Interests of Trustees, Directors, Executive Officers
and Others in the Arrangement and Frequently Asked Questions About the Arrangement is
incorporated herein by reference.
(e) Recommendation of others. The information set forth in the sections of the Circular
entitled Special Factors Background to the Arrangement, Special Factors Position of the
Independent Committees as to Fairness, Special Factors Recommendation of the Independent
Committees, Special Factors Recommendation of the Trustees and the Directors, Special
Factors Position of Teck Regarding Fairness of the Arrangement and The Arrangement
Interests of Trustees, Directors, Executive Officers and Others in the Arrangement is incorporated
herein by reference.
Item 13. Financial Statements
(a) Financial information. The information set forth in the sections of the Circular entitled
Information Concerning Fording Historical Selected Financial Data and Where You Can Find More
Information is incorporated herein by reference. The audited financial statements and the notes
thereto, including the related supplemental note entitled United States Accounting Principles and
Reporting, set forth in Fordings Annual Report on Form 40-F for the year ended December 31, 2007
and the unaudited financial statements (and the notes thereto) for the quarterly period ended June
30, 2008 set forth in Exhibit 99.2 of Fordings periodic report on Form 6-K dated July 23, 2008 are
incorporated herein by reference. These documents and copies thereof may be obtained from the
locations set forth in the section of the Circular entitled Where You Can Find More Information.
(b) Pro forma information. Not applicable.
7
Item 14. Persons/Assets, Retained, Employed, Compensated or Used
(a) Solicitations or recommendations. The information set forth in the sections of the
Circular entitled Special Factors Position of the Independent Committees as to Fairness,
Special Factors Recommendation of the Independent Committees, Special Factors
Recommendation of the Trustees and the Directors, The Arrangement Interests of Trustees,
Directors, Executive Officers and Others in the Arrangement, Proxy Solicitation and Depositary,
Information Concerning Voting at the Meeting and Questions and Further Assistance is
incorporated herein by reference.
(b) Employees and corporate assets. The information set forth in the sections of the Circular
entitled The Arrangement Interests of the Trustees, Directors, Executive Officers and Others in
the Arrangement, Expenses of the Arrangement, Proxy Solicitation and Depositary and
Frequently Asked Questions About the Arrangement is incorporated herein by reference.
Item 15. Additional Information
(b) Other material information. The information set forth in the Circular, including all
appendices thereto, is incorporated herein by reference.
Item 16. Exhibits
(a)(1) Management Information Circular of Fording Canadian Coal Trust.
(a)(2) Form of Proxy Card for Unitholders.
(a)(3) Form of Proxy Card for holders of Phantom Units and Exchange Options.
(a)(4) Letter to Unitholders of Fording Canadian Coal Trust (incorporated herein by reference
to the Circular).
(a)(5) Fording Canadian Coal Trust Notice of Special Meeting of Securityholders (incorporated
herein by reference to the Circular).
(a)(6) Press Release dated July 29, 2008 (incorporated herein by reference to Exhibit 99.1 of
the Periodic Report on Form 6-K filed by Fording Canadian Coal Trust with the Securities and
Exchange Commission on July 29, 2008).
(b)(1) Commitment Letter, dated as of July 29, 2008, among JPMorgan Chase Bank, N.A, Citibank,
N.A., Canadian branch, Merrill Lynch Capital Corporation, Canadian Imperial Bank of Commerce, Royal
Bank of Canada, Bank of Montreal and Teck Cominco Limited (incorporated by reference to Exhibit 1
of Amendment No. 2 to the Schedule 13D filed by Teck Cominco Limited and Teck Cominco Metals Ltd.
on July 30, 2008, with respect to Fording Canadian Coal Trust).
(c)(1) Fairness Opinion of RBC Dominion Securities Inc., dated July 28, 2008 (incorporated
herein by reference to Appendix C of the Circular).
(c)(2) Independent Valuation of National Bank Financial Inc., dated July 28, 2008
(incorporated herein by reference to Appendix D of the Circular).
(c)(3) Presentation, dated July 28, 2008, of RBC Dominion Securities Inc. to the Special
Committees of Independent Trustees and Independent Directors of
Fording Canadian Coal Trust and Fording (GP) ULC, respectively.
(d)(1) Arrangement Agreement, dated July 29, 2008, by and between Fording Canadian Coal Trust
and Teck Cominco Limited (incorporated herein by reference to Appendix B of the Circular).
(d)(2) Fording Canadian Coal Trust Plan of Arrangement Under Section 193 of the Business
Corporations Act (Alberta) (incorporated herein by reference to Appendix E of the Circular).
8
(d)(3) 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 (incorporated by reference to Exhibit 7.1 of the Schedule 13D filed by Teck Cominco Limited
and Teck Cominco Metals Ltd. on September 27, 2007, with respect to Fording Canadian Coal Trust).
(d)(4) Letter Amendment to the Unit Purchase Agreement, dated as of July 29, 2008, by and
among Teck Cominco Limited, Teck Cominco Metals Ltd., Golden Apple Income Inc. and Ontario
Teachers Plan Board (incorporated by reference to Exhibit 3 of Amendment No. 2 to the Schedule 13D
filed by Teck Cominco Limited and Teck Cominco Metals Ltd. on July 30, 2008, with respect to
Fording Canadian Coal Trust).
(d)(5) Confidentiality Agreement, dated as of July 29, 2008, between Fording Canadian Coal
Trust and Teck Cominco Limited (incorporated by reference to Exhibit 4 of Amendment No. 2 to the
Schedule 13D filed by Teck Cominco Limited and Teck Cominco Metals Ltd. on July 30, 2008, with
respect to Fording Canadian Coal Trust).
(f) Section 191 of the Business Corporation Act (Alberta) (incorporated herein by reference to
Appendix H of the Circular).
9
SIGNATURE
After due inquiry and to the best of each of the undersigneds 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 21, 2008
|
|
|
|
|
|
FORDING CANADIAN COAL TRUST
|
|
|
By: |
/s/ Michael A. Grandin
|
|
|
|
Name: |
Michael A. Grandin |
|
|
|
Title: |
Chair and Chief Executive Officer |
|
|
|
|
FORDING (GP) ULC
|
|
|
By: |
/s/ Michael A. Grandin
|
|
|
|
Name: |
Michael A. Grandin |
|
|
|
Title: |
Chair and Chief Executive Officer |
|
|
|
|
TECK COMINCO LIMITED
|
|
|
By: |
/s/ Peter C. Rozee
|
|
|
|
Name: |
Peter C. Rozee |
|
|
|
Title: |
Senior Vice President, Commercial Affairs |
|
|
10
EXHIBIT INDEX
(a)(1) Management Information Circular of Fording Canadian Coal Trust.
(a)(2) Form of Proxy Card for Unitholders.
(a)(3) Form of Proxy Card for holders of Phantom Units and Exchange Options.
(a)(4) Letter to Unitholders of Fording Canadian Coal Trust (incorporated herein by reference
to the Circular).
(a)(5) Fording Canadian Coal Trust Notice of Special Meeting of Securityholders (incorporated
herein by reference to the Circular).
(a)(6) Press Release dated July 29, 2008 (incorporated herein by reference to Exhibit 99.1 of
the Periodic Report on Form 6-K filed by Fording Canadian Coal Trust with the Securities and
Exchange Commission on July 29, 2008).
(b)(1) Commitment Letter, dated as of July 29, 2008, among JPMorgan Chase Bank, N.A, Citibank,
N.A., Canadian branch, Merrill Lynch Capital Corporation, Canadian Imperial Bank of Commerce, Royal
Bank of Canada, Bank of Montreal and Teck Cominco Limited (incorporated by reference to Exhibit 1
of Amendment No. 2 to the Schedule 13D filed by Teck Cominco Limited and Teck Cominco Metals Ltd.
on July 30, 2008, with respect to Fording Canadian Coal Trust).
(c)(1) Fairness Opinion of RBC Dominion Securities Inc., dated July 28, 2008 (incorporated
herein by reference to Appendix C of the Circular).
(c)(2) Independent Valuation of National Bank Financial Inc., dated July 28, 2008
(incorporated herein by reference to Appendix D of the Circular).
(c)(3) Presentation, dated July 28, 2008, of RBC Dominion Securities Inc. to the Special
Committees of Independent Trustees and Independent Directors of
Fording Canadian Coal Trust and Fording (GP) ULC, respectively.
(d)(1) Arrangement Agreement, dated July 29, 2008, by and between Fording Canadian Coal Trust
and Teck Cominco Limited (incorporated herein by reference to Appendix B of the Circular).
(d)(2) Fording Canadian Coal Trust Plan of Arrangement Under Section 193 of the Business
Corporations Act (Alberta) (incorporated herein by reference to Appendix E of the Circular).
(d)(3) 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 (incorporated by reference to Exhibit 7.1 of the Schedule 13D filed by Teck Cominco Limited
and Teck Cominco Metals Ltd. on September 27, 2007, with respect to Fording Canadian Coal Trust).
(d)(4) Letter Amendment to the Unit Purchase Agreement, dated as of July 29, 2008, by and
among Teck Cominco Limited, Teck Cominco Metals Ltd., Golden Apple Income Inc. and Ontario
Teachers Plan Board (incorporated by reference to Exhibit 3 of Amendment No. 2 to the Schedule 13D
filed by Teck Cominco Limited and Teck Cominco Metals Ltd. on July 30, 2008, with respect to
Fording Canadian Coal Trust).
(d)(5) Confidentiality Agreement, dated as of July 29, 2008, between Fording Canadian Coal
Trust and Teck Cominco Limited (incorporated by reference to Exhibit 4 of Amendment No. 2 to the
Schedule 13D filed by Teck Cominco Limited and Teck Cominco Metals Ltd. on July 30, 2008, with
respect to Fording Canadian Coal Trust).
(f) Section 191 of the Business Corporation Act (Alberta) (incorporated herein by reference to
Appendix H of the Circular).
11
Schedule I. Information about Fording Canadian Coal Trust
Fording is the subject company. The principal address of Fording and for each person listed
below (unless otherwise stated) is c/o Fording Canadian Coal Trust, Suite 1000, 205-9th
Avenue SE, Calgary, Alberta, Canada T2G 0R3. The applicable telephone number is (403) 260-9878.
During the last five years, none of Fording or the individuals listed below has been convicted
in a criminal proceeding (excluding traffic violations and similar misdemeanors), or was a party
to any judicial or administrative proceeding (except for matters that were dismissed without
sanction or settlement) that resulted in a judgment, decree or final order enjoining such person
from future violations of, or prohibiting activities subject to, federal or state securities laws, or a
finding of a violation of federal or state securities laws.
The following table sets forth the citizenship and current position and principal occupation
of Fordings executive officers and trustees, as well as, for each, the material occupations,
positions, offices or employment held by the relevant person during the last five years and the
name and principal business address where such occupations, positions, offices or employment
occurred and the starting and ending dates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
|
Position with |
|
|
Principal Occupation: |
|
|
Country of |
|
|
|
|
|
Fording |
|
|
Occupation Over Previous 5 Years |
|
|
Citizenship |
|
|
Michael A. Grandin
|
|
|
Chairman, Chief
Executive Officer,
Trustee
|
|
|
Mr. Grandin is Chair and
Chief Executive Officer of
each of Fording and
Fording ULC. He has held
these positions since the
formation of Fording in
February 2003 and the
incorporation of Fording
ULC in 2005. Mr. Grandin
was a director of the
predecessor corporation of
Fording from 2001 to
2003. From February 2004
to January 2006, Mr.
Grandin served as Dean of
the Haskayne School of
Business at the University
of Calgary. He is also a
director of EnCana
Corporation, BNS Split
Corp. II, and the
Investment Dealers
Association of Canada.
|
|
|
Canada |
|
|
Boyd Payne
|
|
|
President
|
|
|
Mr. Payne was appointed
President of Fording and
Fording ULC in January
2007 and President and
Chief Executive Officer of
the Elk Valley Coal
Partnership (the
Partnership) in August
2006. From 2001 to 2006,
Mr. Payne was Vice
President, Marketing for
BHP Billiton in Singapore.
|
|
|
Canada |
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
|
Position with |
|
|
Principal Occupation: |
|
|
Country of |
|
|
|
|
|
Fording |
|
|
Occupation Over Previous 5 Years |
|
|
Citizenship |
|
|
James Brown
|
|
|
Vice President
|
|
|
Mr. Brown is Vice
President of Fording,
Fording ULC and the
Partnership. He was
appointed to these
positions in April 2008.
Prior to that time he was
a Vice President and Chief
Financial Officer of
Fording, Fording ULC and
the Partnership. He was
appointed to these
positions in October 2005.
He has 28 years
experience in the oil and
gas industry, including
ten years as Chief
Financial Officer with
High Point Resources Inc.,
Dorset Exploration Ltd.,
Richland Petroleum Inc.
and Terraquest Energy Inc.
Mr. Brown is a director of
Culane Energy Inc., Twin
Butte Energy Ltd.,
Heritage Park Society and
Calgary Handi-Bus
Association. He is a
member of Financial
Executives International
Canada, and has served as
President of both the
Calgary and Regina
chapters.
|
|
|
Canada |
|
|
James Jones
|
|
|
Vice President
Human Resources and
Legal Affairs
|
|
|
Mr. Jones is the Vice
President, Human Resources
and Legal Affairs of
Fording, Fording ULC and
the Partnership. He also
serves as Secretary of
these entities. He has
held the position of
Secretary since 2003 and
was appointed a Vice
President of Fording and
the Partnership in March
2004 and of Fording ULC
in 2005. Mr. Jones was
Secretary of the
predecessor corporation of
Fording from 2001 to 2003.
He is chairman of Neptune
Bulk Terminals (Canada)
Ltd and a director of a
Bitmin Resources Inc., the
Resource Industry Training
Organization of British
Columbia and the Mining
Association of Canada.
|
|
|
Canada |
|
|
Mark Gow
|
|
|
Vice President and
Chief Financial
Officer
|
|
|
Mr. Gow is the Vice
President and Chief
Financial Officer of
Fording, Fording ULC and
the Partnership. He was
appointed to these
positions in April 2008. Formerly, Mr. Gow was the
Vice President, Finance of
Fording, Fording ULC and
the Partnership. He was
appointed to these
positions with Fording,
Fording ULC and the
Partnership in May 2007.
Prior to that, Mr. Gow was
the Controller of Fording,
Fording ULC and the
Partnership. He was
appointed to these
positions with Fording and
the Partnership in April
2004 and to Fording ULC in
2005. Prior to being
appointed Controller, he
had served as Director,
Investor Relations of
Fording since February
2003. Mr. Gow was
Director, Investor
Relations of the
predecessor corporation of
Fording from 2001 to 2003.
|
|
|
Canada |
|
|
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
|
Position with |
|
|
Principal Occupation: |
|
|
Country of |
|
|
|
|
|
Fording |
|
|
Occupation Over Previous 5 Years |
|
|
Citizenship |
|
|
Paul Clements
|
|
|
Controller
|
|
|
Mr. Clements, C.A., is
currently Controller of
Fording, Fording ULC and
the Partnership. Mr.
Clements was appointed to
these positions in May
2007. Mr. Clements joined
the Partnership as
Director of Financial
Reporting in October 2006.
From 2004 to 2005, he was
Corporate Controller of Hitachi Data Systems
Corporation in San Jose,
California. Mr. Clements
was previously with BEA
Systems, Inc. and Ernst &
Young LLP. He is a member
of the Institute of
Chartered Accountants of
Nova Scotia and Financial
Executives International
Canada.
|
|
|
Canada |
|
|
Richard T. Mahler
|
|
|
Trustee
|
|
|
Mr. Mahler, of Vancouver,
British Columbia, Canada,
has served as a Trustee
since 2007 and has served
as a Director since 2003.
Mr. Mahler was Executive
Vice President and Chief
Financial Officer of
Finning International
Inc., the worlds largest
Caterpillar dealer, from
1990 until his retirement
in 2003. Mr. Mahler is
Chair of Partnerships
British Columbia (a
provincial Crown
corporation formed to
deliver public services
through public/private
partnerships) and Chair of
Sterling Shoes Income
Fund. He is also Chair of
VGH/UBC Hospital
Foundation and a trustee
of Swiss Water Income
Fund.
|
|
|
Canada |
|
|
Michael S. Parrett
|
|
|
Trustee
|
|
|
Mr. Parrett, of Aurora,
Ontario, Canada, has
served as a Trustee and as
a Director since 2003. Mr.
Parrett is an independent
consultant with over 25
years of experience in the
mining industry. |
|
|
Canada |
|
|
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
|
Position with |
|
|
Principal Occupation: |
|
|
Country of |
|
|
|
|
|
Fording |
|
|
Occupation Over Previous 5 Years |
|
|
Citizenship |
|
|
Donald A. Pether
|
|
|
Trustee
|
|
|
Mr. Pether, of Dundas,
Ontario, Canada, has
served as a Trustee since
2007. Mr. Pether stepped
down as Chair of the Board
of Dofasco Inc. on April
13, 2007 a position he
held since July 2006 when
he retired as President
and Chief Executive
Officer. Prior to his
appointment as President
and Chief Executive
Officer in 2003, Mr.
Pether held progressively
senior positions since
joining the company in
1970. Mr. Pether is
currently Chair of the
Board of the Hamilton
Health Sciences
Foundation, is Vice-Chair
of the Board of Governors
for McMaster University,
and is Chair of the Board
of the McMaster Innovation
Park. He sits on the
Council of Governors for
the Art Gallery of
Hamilton and the Advisory
Board for CH Television.
Mr. Pether is also a Board
member of Samuel Manu-Tech
Inc. |
|
|
Canada |
|
|
Warren S. R.
Seyffert
|
|
|
Trustee
|
|
|
Mr. Seyffert, of Toronto,
Ontario, Canada, has
served as a Trustee since
2007. Mr. Seyffert was
counsel to Lang Michener
LLP from 2002 to 2007.
Mr. Seyffert joined the
Board of Directors of Teck Corporation
in 1989 and was a member
of the Board of Directors
of Cominco Limited from
2000 to the date of the
merger that created Teck
Cominco Limited in 2001.
Mr. Seyffert is a Director
of various public and
private corporations
including Teck Cominco
Limited, Allstate
Insurance Company of
Canada, Pembridge
Insurance Company. The
Kensington Health Centre,
and St Andrew Goldfields
Ltd. and is an Honourary
Trustee of the Royal
Ontario Museum.
Principal
business address:
Lang Michener LLP
181 Bay Street
Suite 2500
Toronto, Ontario M5J 2T7
|
|
|
Canada |
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
|
Position with |
|
|
Principal Occupation: |
|
|
Country of |
|
|
|
|
|
Fording |
|
|
Occupation Over Previous 5 Years |
|
|
Citizenship |
|
|
Peter Valentine
|
|
|
Trustee
|
|
|
Mr. Valentine, of Calgary,
Alberta, Canada, has
served as a Trustee since
2003. Mr. Valentine is
President of Consult
P2 Inc. He was
Senior Advisor to the
President and Chief
Executive Officer of the
Calgary Health Region and
Senior Advisor to the Dean
of Medicine, University of
Calgary for five years
ending in January 2007.
He is a director of
Livingston International
Income Fund, Primewest
Energy Trust, Superior
Plus Income Fund and
Resmore Trust Company. He
is the past Chair of the
Board of Governors of
CCAF-FCVI Inc. and has
previously served as chair
of the Financial Advisory
Committee of the Alberta
Securities Commission and
as a member of the
Accounting Standards Board
and the Public Sector
Accounting Board of the
Canadian Institute of
Chartered Accountants. |
|
|
Canada |
|
|
John B. Zaozirny
|
|
|
Trustee
|
|
|
Mr. Zaozirny, of Calgary,
Alberta, Canada, has
served as a Trustee since
2003. Mr. Zaozirny was a
director of the
predecessor to Fording
from 1986 to 2003. He has
been counsel to McCarthy
Tetrault LLP, Barristers
and Solicitors, since 1987.
He has served as Vice
Chairman of Canaccord
Capital Corporation since
1996 and is also a
director of Canadian Oil
Sands Investments Inc.,
Computer Modelling Group,
Candax Energy Inc.,
Pengrowth Corporation,
Provident Energy Ltd.,
Bankers Petroleum Inc.,
Bayou Bend Petroleum Ltd.,
Costal Energy Corp. and
TerraVest Income Fund. He
is a Governor of the
Business Council of
British Columbia and a
member of the Law
Societies of Alberta and
British Columbia.
Principal
business address:
McCarthy Tetrault LLP
3300, 421 7th Avenue SW
Calgary, Alberta T2P 4K9
|
|
|
Canada |
|
|
16
Schedule II. Information about Fording ULC
Fording
ULC is an unlimited liability company under the Companies Act (Nova Scotia). The
principal address of Fording ULC and for each person listed below (unless otherwise stated) is c/o
Fording (GP) ULC, Suite 1000 205-9th Avenue SE, Calgary, Alberta, Canada T2G 0R3. The
applicable telephone number is (403) 260-9878.
Fording ULC is an indirect, wholly-owned subsidiary of Fording. Fording ULC is the sole
general partner of Fording LP and holds a 0.01% general partnership interest in Fording Limited Partnership, the
entity that holds directly Fordings 60% interest in the Partnership.
During the last five years, none of Fording ULC or the individuals listed below has been
convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or was
a party to any judicial or administrative proceeding (except for matters that were dismissed
without sanction or settlement) that resulted in a judgment, decree or final order enjoining such
person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a
finding of a violation of federal or state securities laws.
The following table sets forth the citizenship and current position and principal occupation
of Fording ULCs executive officers and directors, as well as, for each, the material occupations,
positions, offices or employment held by the relevant person during the last five years and the
name and principal business address where such occupations, positions, offices or employment
occurred and the starting and ending dates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
|
Position with |
|
|
Principal Occupation: |
|
|
Country of |
|
|
|
|
|
Fording ULC |
|
|
Occupation Over Previous 5 Years |
|
|
Citizenship |
|
|
Michael A. Grandin
|
|
|
Chairman, Chief
Executive Officer,
Director
|
|
|
Mr. Grandin is Chair and Chief
Executive Officer of each of
Fording and Fording ULC. He has
held these positions since the
formation of Fording in February
2003 and the incorporation of
Fording ULC in 2005. Mr. Grandin
was a director of the predecessor
corporation of Fording from 2001 to 2003. From
February 2004 to January 2006, Mr.
Grandin served as Dean of the
Haskayne School of Business at the
University of Calgary. He is also
a director of EnCana Corporation,
BNS Split Corp. II, and the
Investment Dealers Association of
Canada.
|
|
|
Canada |
|
|
Boyd Payne
|
|
|
President
|
|
|
Mr. Payne was appointed President
of Fording and Fording ULC in
January 2007 and President and
Chief Executive Officer of the
Partnership in August 2006. From
2001 to 2006, Mr. Payne was Vice
President, Marketing for BHP
Billiton in Singapore.
|
|
|
Canada |
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
|
Position with |
|
|
Principal Occupation: |
|
|
Country of |
|
|
|
|
|
Fording ULC |
|
|
Occupation Over Previous 5 Years |
|
|
Citizenship |
|
|
James Brown
|
|
|
Vice President
|
|
|
Mr. Brown is Vice President of
Fording, Fording ULC and the
Partnership. He was appointed to
these positions in April 2008.
Prior to that time he was a Vice
President and Chief Financial
Officer of Fording, Fording ULC and
the Partnership. He was appointed
to these positions in October 2005.
He has 28 years experience in the
oil and gas industry, including ten
years as Chief Financial Officer
with High Point Resources Inc.,
Dorset Exploration Ltd., Richland
Petroleum Inc. and Terraquest
Energy Inc. Mr. Brown is a director
of Culane Energy Inc., Twin Butte
Energy Ltd., Heritage Park Society
and Calgary Handi-Bus Association.
He is a member of Financial
Executives International Canada,
and has served as President of both
the Calgary and Regina chapters.
|
|
|
Canada |
|
|
James Jones
|
|
|
Vice President
Human Resources and
Legal Affairs
|
|
|
Mr. Jones is the Vice President,
Human Resources and Legal Affairs
of Fording, Fording ULC and the
Partnership. He also serves as
Secretary of these entities. He has
held the position of Secretary
since 2003 and was appointed a Vice
President of Fording and the
Partnership in March 2004 and of
Fording ULC in 2005. Mr. Jones was
Secretary of the predecessor
corporation of Fording from 2001 to
2003. He is chairman of Neptune
Bulk Terminals (Canada) Ltd and a
director of a Bitmin Resources
Inc., the Resource Industry
Training Organization of British
Columbia and the Mining Association
of Canada.
|
|
|
Canada |
|
|
Mark Gow
|
|
|
Vice President and
Chief Financial
Officer
|
|
|
Mr. Gow is the Vice President and
Chief Financial Officer of Fording,
Fording ULC and the Partnership. He
was appointed to these positions
in April 2008.
Formerly, Mr. Gow was the Vice
President, Finance of Fording,
Fording ULC and the Partnership. He
was appointed to these positions
with Fording, Fording ULC and the
Partnership in May 2007. Prior to
that, Mr. Gow was the Controller of
Fording, Fording ULC and the
Partnership. He was appointed to
these positions with Fording and
the Partnership in April 2004 and
to Fording ULC in 2005. Prior to
being appointed Controller, he
had served as Director, Investor
Relations of Fording since February
2003. Mr. Gow was Director,
Investor Relations of the
predecessor corporation of Fording
from 2001 to 2003.
|
|
|
Canada |
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
|
Position with |
|
|
Principal Occupation: |
|
|
Country of |
|
|
|
|
|
Fording ULC |
|
|
Occupation Over Previous 5 Years |
|
|
Citizenship |
|
|
Paul Clements
|
|
|
Controller
|
|
|
Mr. Clements, C.A., is currently
Controller of Fording, Fording ULC
and the Partnership. Mr. Clements
was appointed to these positions in
May 2007. Mr. Clements joined the
Partnership as Director of
Financial Reporting in October
2006. From 2004 to 2005, he was
Corporate Controller of Hitachi Data Systems
Corporation in San Jose,
California.
Mr. Clements was previously with
BEA Systems, Inc. and Ernst & Young
LLP. He is a member of the
Institute of Chartered Accountants
of Nova Scotia and Financial
Executives International Canada.
|
|
|
Canada |
|
|
Dawn L. Farrell
|
|
|
Director
|
|
|
Mrs. Farrell, of Calgary, Alberta,
Canada, has served as a Director
since 2004. Mrs. Farrell is the
Executive Vice President,
Commercial Operations and
Development of TransAlta
Corporation. Prior to rejoining
TransAlta in 2007, she held the
position of Executive Vice President,
Engineering, Aboriginal Relations
and Generations, BC Hydro. Prior
to joining BC Hydro in May 2003,
Mrs. Farrell was Executive Vice
President, Corporate Development
for TransAlta Corporation. Mrs.
Farrell is a director of New
Relationship Trust in British
Columbia and has participated on a
number of boards, including Mount
Royal College, Mount Royal College
Foundation, Mercury Electric,
Vision Quest Windelectric,
TransAlta Cogeneration and MEGA.
Principal
business address:
TransAlta Corporation
110 12th Avenue SW
Calgary, Alberta T2R 0G7
|
|
|
Canada |
|
|
Donald R. Lindsay
|
|
|
Director
|
|
|
Mr. Lindsay, of Vancouver, British
Columbia, Canada, has served as a
Director since 2005. Mr. Lindsay
is President and Chief Executive
Officer and a director of Teck. Prior to joining
Teck in January 2005, Mr.
Lindsay was president of CIBC World
Markets since 2001 where he was
responsible for the Investment and
Corporate Banking Division and the
Asia Pacific Region. Earlier in
his career, he was the Head of
CIBCs Global Mining Group.
Principal
business address:
Teck Cominco Limited
Suite 600, 200 Burrard Street
Vancouver, British Columbia V6C 3L9
|
|
|
Canada |
|
|
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
|
Position with |
|
|
Principal Occupation: |
|
|
Country of |
|
|
|
|
|
Fording ULC |
|
|
Occupation Over Previous 5 Years |
|
|
Citizenship |
|
|
Richard T. Mahler
|
|
|
Director
|
|
|
Mr. Mahler, of Vancouver, British
Columbia, Canada, has served as a
Trustee since 2007 and has served
as a Director since 2003. Mr.
Mahler was Executive Vice President
and Chief Financial Officer of
Finning International Inc., the
worlds largest Caterpillar dealer,
from 1990 until his retirement in
2003. Mr. Mahler is Chair of
Partnerships British Columbia (a
provincial Crown corporation formed
to deliver public services through
public/private partnerships) and
Chair of Sterling Shoes Income
Fund. He is also Chair of VGH/UBC
Hospital Foundation and a trustee
of Swiss Water Income Fund. |
|
|
|
|
|
Dr. Thomas J. ONeil
|
|
|
Director
|
|
|
Dr. ONeil, of Prescott, Arizona,
USA, has served as a Director since
2003. From 1991 until his
retirement in July 2003, Dr. ONeil was
President and Chief Operating
Officer of iron ore miner
Cleveland-Cliffs Inc. He is a
director of Thompson Creek Metals
Co. and a past director of Peru
Cooper Inc., Hecla Mining Company,
Homestake Mining Company and the
Minerals Information Institute. He
is a Trustee of National Mining
Hall of Fame and Museum and was the
2003 President of the Society for
Mining, Metallurgy and Exploration
where is also a Distinguished
Member. |
|
|
USA |
|
|
Michael S. Parrett
|
|
|
Director
|
|
|
Mr. Parrett, of Aurora, Ontario,
Canada, has served as a Trustee and
as a Director since 2003. Mr.
Parrett is an independent
consultant with over 25 years of
experience in the mining industry. |
|
|
Canada |
|
|
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
|
Position with |
|
|
Principal Occupation: |
|
|
Country of |
|
|
|
|
|
Fording ULC |
|
|
Occupation Over Previous 5 Years |
|
|
Citizenship |
|
|
L.I (Ike) Prillaman
|
|
|
Director
|
|
|
Mr. Prillaman, of Virginia Beach,
Virginia, USA, has served as a
Director since 2006. Mr. Prillaman
was Vice Chairman and Chief
Marketing Officer of Norfolk
Southern Corporation until his
retirement in 2006. Mr. Prillaman
joined Norfolk Southern in 1970 and
at various times held the positions
of Executive Vice President,
Marketing, Vice President
Properties, Vice President and
Controller, and Chief Internal
Auditor. Mr. Prillaman is a member
of the American Institute and the
Virginia Association of Certified
Public Accountants. He was a
member of the Board of Directors of
the US Chamber of Commerce for five
years ending in 2006, and an
associate member of the Coal
International Advisory Board of the
International Energy Association.
He is currently a member of the
Virginia Economic Development
Partnership and the Board of
Trustees of Emory and Henry
College. |
|
|
USA |
|
|
David A. Thompson
|
|
|
Director
|
|
|
Mr. Thompson, of Vancouver, British
Columbia, Canada, has served as a
Director since 2003. Mr. Thompson
was Chief Executive Officer and
Deputy Chairman of Teck Cominco
Limited from 2001 until his
retirement in 2005. Mr. Thompson
is the Chair of the Vancouver
Coastal Health Authority, a
director of Global Container
Terminals Inc., a member of the BC
Progress Board, a past director of
Teck Cominco Limited and Providence
Health Care and former co-Chair of
the BC Competition Council. |
|
|
Canada |
|
|
21
Schedule III. Information about Teck Cominco Limited
Teck is a corporation existing under the laws of Canada. The principal business and address
of Teck and each director and executive officer is Teck Cominco Limited, Suite 600-200 Burrard
Street, Vancouver, B.C. V6C 3L9, unless otherwise indicated. The applicable telephone number is
(604) 687-1117.
During the last five years, none of Teck and the individuals listed below has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors), or was party to
any judicial or administrative proceeding (except for matters that were dismissed without sanction
or settlement) that resulted in a judgment, decree or final order enjoining such person from
future violations of, or prohibiting activities subject to, federal or state securities laws, or a
finding of any violation of federal or state securities laws.
The following table sets forth the citizenship sets forth the citizenship and current
position and principal occupation of Tecks executive officers and directors, as well as, for
each, the material occupations, positions, office or employment held by the relevant person during
the last five years and the name and principal business address where such occupations, positions,
offices or employment occurred and the starting and ending dates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
|
Position with |
|
|
Principal Occupation: |
|
|
Country of |
|
|
|
|
|
Teck |
|
|
Occupation Over Previous 5 Years |
|
|
Citizenship |
|
|
Norman B. Keevil
|
|
|
Chairman and
Director
|
|
|
Chairman of Teck; Chief
Executive Officer of Teck
prior to July 25, 2001
|
|
|
Canada |
|
|
Donald R. Lindsay
|
|
|
Chief Executive
Officer, President
and Director
|
|
|
President of Teck from
January 2005 to present;
appointed CEO of Teck in
April 2005; President, CIBC
World Markets Inc. from 2001
to 2004
|
|
|
Canada |
|
|
Roger J. Higgins
|
|
|
Senior Vice
President
|
|
|
Senior Vice President,
Copper of Teck since July 1,
2008; previously, Vice
President and Chief
Operating Officer from 2005
to 2007 and Vice President,
Project Development from
2002 to 2005 of BHP
Billiton.
|
|
|
Australia |
|
|
Douglas H.
Horswill
|
|
|
Senior Vice
President,
Environment and
Corporate Affairs
|
|
|
Senior Vice President,
Environment and Corporate
Affairs
|
|
|
Canada |
|
|
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
|
Position with |
|
|
Principal Occupation: |
|
|
Country of |
|
|
|
|
|
Teck |
|
|
Occupation Over Previous 5 Years |
|
|
Citizenship |
|
|
Peter G. Kukielski
|
|
|
Executive Vice
President and Chief
Operating Officer
|
|
|
Executive Vice President and
Chief Operating Officer of
Teck since July 17, 2006;
previously Chief Operating
Officer from 2005 to 2006,
Executive Vice President,
Projects & Aluminum from
2003 to 2005 and Senior Vice
President, Projects from
2001 to 2003 of Falconbridge
Limited
|
|
|
United States |
|
|
G. Leonard Manuel
|
|
|
Senior Vice
President and
General Counsel
|
|
|
Senior Vice President and
General Counsel; previously
Vice President and General
Counsel
|
|
|
Canada |
|
|
Ronald A. Millos
|
|
|
Senior Vice
President, Finance
and Chief Financial
Officer
|
|
|
Senior Vice President,
Finance and Chief Financial
Officer of Teck since
October 3, 2005; previously
Vice President and Chief
Financial Officer of Fording
Canadian Coal Trust, Fording
LP (formerly known as
Fording Inc.) since June 1,
2003; previously Vice
President, Corporate Finance
of Teck
|
|
|
Canada |
|
|
Peter C. Rozee
|
|
|
Senior Vice
President,
Commercial Affairs
|
|
|
Senior Vice President,
Commercial Affairs since
October 1, 2005; previously
Vice President, Commercial
and Legal Affairs from 2001
to 2005
|
|
|
Canada |
|
|
Ronald J. Vance
|
|
|
Senior Vice
President,
Corporate
Development
|
|
|
Senior Vice President,
Corporate Development of
Teck since January 1, 2006;
previously Managing Director
and Senior Advisor,
Rothschild Inc.
|
|
|
United States |
|
|
23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
|
Position with |
|
|
Principal Occupation: |
|
|
Country of |
|
|
|
|
|
Teck |
|
|
Occupation Over Previous 5 Years |
|
|
Citizenship |
|
|
Mayank M. Asher
|
|
|
Director
|
|
|
Executive Vice President of
Suncor Energy Inc. Executive
Vice President, Suncor
Energy USA from 2003 to
2007. Executive Vice
President, Suncor Energy,
Oil Sands until 2003
Principal
Business Address:
Suncor Energy Inc.
P.O. Box 38, 112 4 Avenue
S.W. Calgary, Alberta T2P 2V5
Canada
|
|
|
Canada |
|
|
J. Brian Aune
|
|
|
Director
|
|
|
Chairman of St. James
Financial Corp., 1990 to
September 2005 and President
of Alderprise Inc. (private
investment companies)
Principal
Business Address:
Alderprise Inc.
755 Meny Sud RR3 Magog,
Quebec 71X 3WY Canada
|
|
|
Canada |
|
|
Jalynn H. Bennett
|
|
|
Director
|
|
|
President, Jalynn H. Bennett
and Associates Ltd.
(consulting firm)
Principal
Business Address:
Jalynn H. Bennett and Associates Ltd.
303-247 Davenport Rd
Toronto ON M5R 1J9 Canada
|
|
|
Canada |
|
|
Hugh J. Bolton
|
|
|
Director
|
|
|
Chairman, Epcor Utilities
Inc., (electrical utility),
and Lead Director of
Matrikon Inc. (industrial IT
company), from 2000 to
present
Principal
Business Address:
Epcor Utilities Inc.
10065 Jasper Avenue
Edmonton, Alberta T5J 3B1
Canada
|
|
|
Canada |
|
|
Norman B. Keevil
III
|
|
|
Director
|
|
|
Chief Operating Officer and
Vice President of
Engineering, Triton Logging
Inc. (underwater harvesting
company) from 2004 to
present; prior thereto
President and Chief
Executive Officer, Pyramid
Automation Ltd.
(manufacturers of special
purpose automation
equipment)
Principal
Business Address:
Triton Logging Inc.
6675 Mirah Road
Saanichton, BC, V8M 1Z4
Canada
|
|
|
Canada |
|
|
24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
|
Position with |
|
|
Principal Occupation: |
|
|
Country of |
|
|
|
|
|
Teck |
|
|
Occupation Over Previous 5 Years |
|
|
Citizenship |
|
|
Takashi Kuriyama
|
|
|
Director
|
|
|
Executive Vice President of
Sumitomo Metal Mining
America Inc. (mining
company) from May 2006 to
present; Councilor at Metals
Exploration Group from 2004
to 2006; Director at Joint
Venture Exploration
Division, Metal Mining
Agency of Japan from 2003 to
2004; Manager at Geology and
Exploration Section,
Hishikari Mine, Sumitomo
Metal Mining Co. from 2002
to 2003
Principal
Business Address:
Sumitomo Metal Mining
America Inc.,
#901 700 West Pender
Street, Vancouver B.C. V6C
1G8 Canada
|
|
|
Japan |
|
|
Takuro Mochihara
|
|
|
Director
|
|
|
Director and Senior Managing
Executive Officer, Sumitomo
Metal Mining Co., Ltd.
(mining company)
Principal
Business Address:
Sumitomo Metal Mining Co.,
Ltd.
11-3, Shimbashi 5-chome,
Minato-ku, Tokyo, 105-8716
Japan
|
|
|
Japan |
|
|
Derek G. Pannell
|
|
|
Director
|
|
|
Managing Partner, Brookfield
Asset Management (asset
management company) from
November 2006 to present;
President and Chief
Operating Officer,
Noranda/Falconbridge Limited
from 2001 to October, 2006
Principal
Business Address:
Brookfield Properties BCE
Place,
181 Bay Street, Suite 330,
Toronto, Ontario M5J 2T3
Canada
|
|
|
Canada |
|
|
Janice G. Rennie
|
|
|
Director
|
|
|
Corporate Director; Senior
Vice President, Human
Resources and Organizational
Effectiveness for Epcor
Utilities Inc. from 2004 to
2005. Principal of Rennie
and Associates until 2004
|
|
|
Canada |
|
|
Warren S.R.
Seyffert
|
|
|
Lead Director
|
|
|
Lead Director of Teck;
Counsel to Lang Michener
(law firm) from 2002 to 2007
|
|
|
Canada |
|
|
Keith E. Steeves
|
|
|
Director
|
|
|
Corporate Director
|
|
|
Canada |
|
|
Chris M.T.
Thompson
|
|
|
Director
|
|
|
Corporate Director; Chairman
of the Board of Gold Fields
Ltd. (gold mining) from 1998
to November, 2005
|
|
|
Canada |
|
|
25