UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Fording Inc.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
345426100
(CUSIP Number)
Roger Barton
5650 Yonge Street, 5th Floor
Toronto, Ontario M2M 4H5
(416) 730-5321
Daniel S. Sternberg
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
January 6, 2003
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
This Amendment No. 3 amends and supplements the Statement on Schedule
13D, as previously amended (the "Statement"), originally filed by Ontario
Teachers' Pension Plan Board ("Teachers") with the Securities and Exchange
Commission on October 21, 2002, relating to the common shares, no par value (the
"Common Shares"), of Fording Inc., a Canadian corporation (the "Company").
Capitalized terms used but not otherwise defined in this Amendment No. 3 have
the meanings ascribed to such terms in the Statement.
Item 2. Identity and Background.
-----------------------
Item 2 is hereby amended and restated in its entirety as follows:
(a) This Statement is being filed by Teachers.
(b) - (c) Teachers is an Ontario, Canada corporation, the principal
business of which is the administration of a pension plan and management of a
pension fund for Ontario teachers. The principal office and business address of
Teachers is 5650 Yonge Street, 5th Floor, Toronto, Ontario M2M 4H5.
The name, residence or business address, and present principal
occupation or employment of each director, executive officer and controlling
person of Teachers is set forth in Schedule A hereto and is incorporated herein
by reference.
(d) Neither Teachers nor, to the best of Teachers' knowledge, any of
the entities or persons identified in this Item 2 and Schedule A hereto has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Neither Teachers nor, to the best of Teachers' knowledge, any of
the entities or persons identified in this Item 2 and Schedule A hereto has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Each of the directors and the executive officers of Teachers listed
on Schedule A hereto is a citizen of Canada.
Item 4. Purpose of the Transaction.
--------------------------
Item 4 is hereby amended and supplemented by adding thereto the
following additional text:
On January 6, 2003, the Bidder amended the terms of its pending offer
under Canadian law to purchase all of the outstanding Common Shares and filed a
Notice of Variation and Extension, dated January 6, 2003 (the "Variation") and
related documents, with the Ontario Securities Commission. The offer is being
varied by, among other things: (i) increasing the aggregate maximum amount of
cash available to shareholders from Cdn. $850 million to Cdn. $965 million, (ii)
decreasing the aggregate maximum number of exchange rights available to
shareholders from approximately 42.4 million exchange rights to approximately
38.6 million exchange rights, (iii) increasing the amount of the subordination
by Sherrit Coal Partnership II in 2003 to Cdn. $1.14 per unit per quarter from
Cdn. $1.05 per unit per quarter and extending the subordination period to the
end of 2004 at a new subordination amount targeted at Cdn. $1.30 per unit per
quarter in 2004, subject to adjustment and a maximum subordination amount as
further described in the Variation, (iv) extending the time of the expiry of the
bid to 8:00pm EST on January 23, 2003, and (v) to amend certain other terms of
the offer.
Simultaneously with such filing, pursuant to Rule 14d-1(b) under the
Securities Exchange Act of 1934, the Bidder filed with the Securities and
Exchange Commission an amendment ("Amendment No. 2") to its Tender Offer
Statement on Schedule 14D-1F (as amended by Amendment No. 2 thereto, the
"Schedule 14D-1F/A"), including the Variation and the other disclosure documents
required to be delivered to holders of the Common Shares by the Bidder pursuant
to applicable law and the exhibits required to be filed as a part thereof.
The Schedule 14D-1F/A, including the Variation and the other disclosure
documents required to be delivered to holders of the Common Shares by the Bidder
pursuant to applicable law, and the exhibits required to be filed as a part
thereof, are hereby incorporated by reference herein to the extent that they
describe any plans or proposals that relate to or that would result in the
occurrence of any of the actions or transactions described in paragraphs (a)
through (j) of Item 4 of the instructions to Schedule 13D.
SIGNATURE
After reasonable 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.
DATED: January 8, 2003
ONTARIO TEACHERS' PENSION PLAN
BOARD, an Ontario, Canada corporation
By: /s/ Roger Barton
------------------------------------------
Name: Roger Barton
Title: Vice President, General Counsel
and Secretary
SCHEDULE A
Executive Officers, Controlling Persons and Directors of Teachers, each of whom
is a citizen of Canada.
Residence or Principal Occupation or
Name Business Address Employment
---- ---------------- ----------
Claude Lamoureux 5650 Yonge Street President and Chief Executive
5th Floor Officer of Teachers
Toronto, Ontario
M2M 4H5
Robin Korthals Royal Trust Tower Chair
(Chairperson) Toronto Dominion Centre
77 King Street West
Suite 4545
Toronto, Ontario
M5K 1K2
Ann Finlayson 440 Markham Street Self-employed journalist,
(Director) Toronto, Ontario speaker, freelance editor and
M6G 2L2 consultant
Lucy Greene 1736 Caughey Lane Retired Human Resources Executive
(Director) Penetang, Ontario for Sun Life Assurance Company
L9M 1X4 of Canada
Gary Porter 820-439 University Ave Self-employed Chartered Accountant
(Director) Toronto, Ontario
M5G 1Y8
Ralph Lean, Q.C Cassels Brock & Blackwell Corporate & Commercial Lawyer
(Director) 40 King Street West
Suite 2200
Toronto, Ontario
M5H 3C2
John S. Lane, C.F.A 77 Dawlish Avenue Retired Senior Vice President,
(Director) Toronto, Ontario Investments Sun Life Assurance
M4N 1H2 Company of Canada
Guy Matte 7083 Notre-Dame Former Executive Director of the Association
(Director) Ottawa, Ontario des enseignantes et des enseignants
K1C 1J1 franco-ontariens
J. Douglas Grant 257 Rosedale Heights Drive Chairman, Sceptre Investment Counsel Limited
(Director) Toronto, Ontario
M4T 1C7
Thomas O'Neill 33 Geraldine Court Former Chairman, PwC Consulting
(Director) Toronto, Ontario
M3A 1N2
Robert Bertram 5650 Yonge Street Executive Vice President,
5th Floor Investments of Teachers
Toronto, Ontario
M2M 4H5
Allan Reesor 5650 Yonge Street Executive Vice President, Member
5th Floor Services and Chief Information
Toronto, Ontario Officer of Teachers
M2M 4H5
John Brennan 5650 Yonge Street Vice President, Human Resources
5th Floor and Public Affairs of Teachers
Toronto, Ontario
M2M 4H5
Andrew Jones 5650 Yonge Street Vice President, Finance of Teachers
5th Floor
Toronto, Ontario
M2M 4H5
Peter Maher 5650 Yonge Street Vice President, Audit Services of Teachers
5th Floor
Toronto, Ontario
M2M 4H5
Roger Barton 5650 Yonge Street Vice President, General Counsel
5th Floor and Secretary of Teachers
Toronto, Ontario
M2M 4H5
Rosemarie McClean 5650 Yonge Street Vice President, Client Services
5th Floor of Teachers
Toronto, Ontario
M2M 4H5
Morgan McCague 5650 Yonge Street Senior Vice President,
5th Floor Quantitative Investments of
Toronto, Ontario Teachers
M2M 4H5
Marcus Dancer 5650 Yonge Street Vice President, Quantitative
5th Floor Investments of Teachers
Toronto, Ontario
M2M 4H5
Neil Petroff 5650 Yonge Street Senior Vice President,
5th Floor Fixed Income, International Equities and
Toronto, Ontario Foreign Exchange of Teachers
M2M 4H5
Brian Gibson 5650 Yonge Street Senior Vice President, Active Equities
5th Floor of Teachers
Toronto, Ontario
M2M 4H5
Dean Metcalf 5650 Yonge Street Vice President, Merchant Banking
5th Floor of Teachers
Toronto, Ontario
M2M 4H5
Leo de Bever 5650 Yonge Street Senior Vice President, Research
5th Floor & Economics of Teachers
Toronto, Ontario
M2M 4H5
Russ Bruch 5650 Yonge Street Vice President, Research &
5th Floor Economics of Teachers
Toronto, Ontario
M2M 4H5
Phil Nichols 5650 Yonge Street Vice President, MIS Member
5th Floor Services of Teachers
Toronto, Ontario
M2M 4H5
Sean Rogister 5650 Yonge Street Vice President, Fixed Income of Teachers
5th Floor
Toronto, Ontario
M2M 4H5
Barbara Zvan 5650 Yonge Street Vice President, Asset Mix & Risk Management,
5th Floor Research & Economics of Teachers
Toronto, Ontario
M2M 4H5
Wayne Kozun 5650 Yonge Street Vice President, TAA & Real Return,
5th Floor Research & Economics of Teachers
Toronto, Ontario
M2M 4H5
Bruce Ford 5650 Yonge Street Vice President, International
5th Floor Equity Indices & Foreign Exchange
Toronto, Ontario
M2M 4H5
Jim Leech 5650 Yonge Street Senior Vice President, Merchant Banking of
5th Floor Teachers
Toronto, Ontario
M2M 4H5
Mark MacDonald 5650 Yonge Street Vice President, Merchant Banking of Teachers
5th Floor
Toronto, Ontario
M2M 4H5
Ron Mock 5650 Yonge Street Vice President, Alternative Investments
5th Floor of Teachers
Toronto, Ontario
M2M 4H5
Lee Sienna 5650 Yonge Street Vice President, Merchant Banking of Teachers
5th Floor
Toronto, Ontario
M2M 4H5
Zev Frishman 5650 Yonge Street Vice President, International Equities of
5th Floor Teachers
Toronto, Ontario
M2M 4H5
Rosemary Zigrossi 5650 Yonge Street Vice President, Venture Capital of Teachers
5th Floor
Toronto, Ontario
M2M 4H5