UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

 

Fording Canadian Coal Trust

(Name of Issuer)

 

Units

(Title of Class of Securities)

 

345425102

(CUSIP Number)

 

Roger Barton

5650 Yonge Street, 5th Floor

Toronto, Ontario M2M 4H5

(416) 730-5321

 

Jeffrey D. Karpf

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

(212) 225-2000

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

 

May 29, 2007

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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).

 

 

 

 

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                Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934 (the “Act”), Ontario Teachers’ Pension Plan Board (“Teachers”) and Golden Apple Income Inc. (“Golden Apple”) hereby make this statement (this “Statement”) to amend their Schedule 13D dated March 10, 2003 as amended by Amendment No. 1, dated October 20, 2003, by Amendment No. 2 dated April 19, 2004, by Amendment No. 3 dated December 16, 2004, by Amendment No. 4 dated February 18, 2005, by Amendment No. 5 dated April 5, 2005, by Amendment No. 6 dated May 16, 2005, by Amendment No. 7 dated June 20, 2005, by Amendment No. 8 dated September 21, 2005 and by Amendment No. 9 dated February 2, 2006 (as amended, the “Schedule 13D”) relating to the units (“Units”) of Fording Canadian Coal Trust (the “Trust”). Unless otherwise indicated, all capitalized terms used herein shall have the same meaning respectively ascribed to them in the Schedule 13D.

 

Item 2 is hereby amended and restated in its entirety by the following:

 

(a) This Statement is being filed by Teachers and Golden Apple.

 

(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.

 

Golden Apple is an Ontario, Canada corporation, the principal business of which is to make investments that are authorized for pension plans under the laws of the Province of Ontario, Canada. The principal office and business address of Golden Apple is 5650 Yonge Street, 5th Floor, Toronto, Ontario M2M 4H5. Golden Apple is a wholly-owned subsidiary of Teachers.

 

The name, residence or business address, and present principal occupation or employment of each director, executive officer and controlling person of Teachers and Golden Apple is set forth on Schedules A and B attached hereto, respectively, and is incorporated herein by reference.

 

(d) Neither Teachers or Golden Apple nor, to the best of Teachers' or Golden Apple's knowledge, any of the entities or persons identified in this Item 2 and Schedules A and B has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) Neither Teachers or Golden Apple nor, to the best of Teachers' or Golden Apple's knowledge, any of the entities or persons identified in this Item 2 and Schedules A and B 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.

 

 

 

 

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(f) Each of the directors and the executive officers of Teachers and Golden Apple listed on Schedules A and B is a citizen of Canada.

 

Item 5(a) – (b) is hereby amended and restated in its entirety by the following:

(a) - (b) As of the date of this Statement, Golden Apple directly beneficially owns 17,178,306 Units, representing approximately 11.7% of the Units outstanding. Golden Apple, as a wholly-owned subsidiary of Teachers, may be deemed to share voting and dispositive power with Teachers with respect to all of the Units it beneficially owns.

As of the date of this Statement, Teachers may be deemed to indirectly beneficially own (and to share voting and dispositive power with respect to) all of the Units beneficially owned by its wholly-owned subsidiary Golden Apple, or 17,178,306 Units, representing approximately 11.7% of the Units outstanding.

As of the date of this Statement, Robert Bertram, Executive Vice President, Investments of Teachers, as well as President and Director of Golden Apple (“Mr. Bertram”), beneficially owns 249 Units. Teachers and Golden Apple disclaim beneficial ownership of any securities of the Trust beneficially owned by Mr. Bertram. Mr. Bertram disclaims beneficial ownership of any securities of the Trust beneficially owned by Teachers and Golden Apple.

Except as described above, none of Teachers, Golden Apple, nor, to the best of Teachers’ and Golden Apple’s knowledge, any of the persons listed in Schedules A and B, beneficially owns any Units.

Item 5(c) is hereby amended and restated in its entirety by the following:

(c) None of Teachers or Golden Apple, nor to the best of Teachers’ and Golden Apple’s knowledge, any of the persons listed in Schedules A and B, has effected any transactions in the Units in the past sixty days other than the following transactions effected on either the Toronto Stock Exchange (the “TSX”) or the New York Stock Exchange (the “NYSE”) in the past sixty days other than the transaction effected by Golden Apple as described on Schedule C to this Statement.

 

 

 

 

 

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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: May 30, 2007

ONTARIO TEACHERS’ PENSION PLAN

BOARD, an Ontario, Canada corporation

 

By:     /s/ Roger Barton                 

         Name: Roger Barton

         Title:   Vice President, General Counsel & Secretary

 

GOLDEN APPLE INCOME INC.,

an Ontario, Canada corporation

 

By:     /s/ Robert Bertram                  

         Name: Robert Bertram

         Title:   Director and President

 

 

 

 

 

 

 

 

 

 

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SCHEDULE A

Below is a table that lists the Executive Officers, Controlling Persons and Directors of Ontario Teachers’ Pension Plan Board ("Teachers"), each of whom is a citizen of Canada.

 

 

 

 

 

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SCHEDULE B

Below is a table that lists the Executive Officers, Controlling Persons and Directors of Golden Apple Income Inc., each of whom is a citizen of Canada.

 

 

SCHEDULE C

 

Below is a table that lists the transactions with respect to the Units of the Trust by Golden Apple within the past 60 days.