UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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 13, 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. 4 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 (the "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. 4 have the meanings ascribed to such terms in the Statement.
Item 4. Purpose of the Transaction.
Item 4 is hereby amended and supplemented by adding thereto the
following additional text:
On January 13, 2003, the Company, Sherritt Coal Partnership II (the
"Sherritt Partnership"), Teck Cominco Limited ("Teck Cominco") and Westshore
Terminals Income Fund, issued a press release announcing their agreement (the
"Combination Agreement") to combine the metallurgical coal assets of the
Company, Teck Cominco and the Luscar Energy Partnership as part of a series of
transactions that will result in the Company being converted into a new income
trust to be named the Fording Canadian Coal Trust (the "Fording Trust") under a
plan of arrangement. The Sherritt Partnership (or its designate) will also
purchase all of the Company's prairie coal operations and assets. As part of the
Combination Agreement, the Bidder has withdrawn its amended offer dated January
6, 2003 (and included in the Schedule 14D-1F/A filed with the Commission on
January 7, 2003), and has agreed to return any and all Common Shares tendered in
that offer to the original holders of such tendered Common Shares. A copy of the
Combination Agreement is included as Exhibit 3 to this Statement and
incorporated by reference herein. The description of the terms of the
Combination Agreement in this Statement is qualified in its entirety by
reference to the full text of the Combination Agreement.
The proposed plan of arrangement will be voted on by shareholders of
the Company at a special meeting. The proposed plan of arrangement would provide
the shareholders of the Company with the choice, subject to pro-ration, of
receiving: (i) Cdn$35.00 cash per share, to a maximum cash consideration of
Cdn$1.05 billion; or (ii) one unit of the Fording Trust (each such unit, a
"Unit") per share to a maximum of approximately 21.4 million Units; or (iii) a
combination of cash and Units subject to the maximums described above. Teachers
has agreed to vote its Common Shares in favor of the proposed plan arrangement.
Teachers has agreed to elect to receive Units for each of the Common
Shares it owns. If all other shareholders elect to receive cash, approximately
47.1 million Units would be outstanding, approximately 6.7% of which would be
owned directly by Teachers. Teachers also intends to invest Cdn$275 million
(directly or indirectly) in the Fording Trust in exchange for additional Units.
Assuming all of the Company's shareholders other than Teachers elect to receive
cash, such additional Units would represent approximately 16.6% of the Units
outstanding. In addition, the Luscar Energy Partnership, a joint venture of
Sherritt and Teachers, will receive 3.2 million Units in exchange for its
contribution of certain assets to the Fording Trust, representing 6.7% of the
Units outstanding.
A copy of the press release is included as Exhibit 2 to this Statement
and incorporated by reference herein. The foregoing summary of the press release
is qualified in its entirety by reference to the full text of the press release.
Except for the Combination Agreement and related transactions described
in the January 13, 2003 press release or as set forth in this Statement,
Teachers currently has no 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.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 is hereby amended and restated in its entirety as follows:
On January 12, 2003, Teachers entered into an agreement (the "Liquidity
Agreement") with Consol Energy Canada Ltd. and Consol of Canada Inc. (together,
the "Vendors"), pursuant to which Teachers irrevocably granted to the Vendors an
option to sell to Teachers all (but not less than all) of the Units to be issued
to the Vendors by the Fording Trust upon completion of the proposed plan of
arrangement for an aggregate cash consideration of Cdn$85 million, subject to
the terms and conditions of the Liquidity Agreement. A copy of the Liquidity
Agreement is included as Exhibit 4 to this Statement and incorporated by
reference herein. The description of the terms of the Liquidity Agreement in
this Statement is qualified in its entirety by reference to the full text of the
Liquidity Agreement.
Except for the Combination Agreement, the Liquidity Agreement and the
Sherritt Partnership, neither Teachers nor, to the best of Teachers' knowledge,
any of the persons listed in Schedule A, has any contract, arrangement,
understanding or relationship with any other person regarding any securities of
the Company, including but not limited to transfer or voting of any such
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss or the giving or
withholding of proxies.
Item 7. Material to be filed as Exhibits.
Item 7 is hereby amended by adding the following Exhibits:
Exhibit 2. Press Release, dated January 13, 2003, of Fording
Inc., Teck Cominco Limited, Westshore Terminals
Income Fund and Sherritt Coal Partnership II.
Exhibit 3. The Combination Agreement.
Exhibit 4. The Liquidity Agreement.
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 21, 2003
ONTARIO TEACHERS' PENSION PLAN
BOARD, an Ontario, Canada corporation
By: /s/ Roger Barton
----------------------------------
Name: Roger Barton
Title: Vice President,
General Counsel and
Secretary