UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___ )*
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
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)
February 28, 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 Sections 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 Section 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).
CUSIP No. 345425102 13D Page 2 of 16 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ontario Teachers' Pension Plan Board
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
7 SOLE VOTING POWER
0
See Item 5.
NUMBER OF 8 SHARED VOTING POWER
SHARES 14,207,402
BENEFICIALLY See Item 5.
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH See Item 5.
10 SHARED DISPOSITIVE POWER
14,207,402
See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,207,402
See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.7%
See Item 5.
14 TYPE OF REPORTING PERSON
EP
CUSIP No. 345425102 13D Page 3 of 16 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Golden Apple Income Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
7 SOLE VOTING POWER
0
See Item 5.
NUMBER OF 8 SHARED VOTING POWER
SHARES 11,007,402
BENEFICIALLY See Item 5.
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH See Item 5.
10 SHARED DISPOSITIVE POWER
11,007,402
See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,007,402
See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.8%
See Item 5.
14 TYPE OF REPORTING PERSON
CO
CUSIP No. 345425102 13D Page 4 of 16 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
OTPPB SCP Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
7 SOLE VOTING POWER
0
See Item 5.
NUMBER OF 8 SHARED VOTING POWER
SHARES 3,200,000
BENEFICIALLY See Item 5.
OWNED BY
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH See Item 5.
10 SHARED DISPOSITIVE POWER
3,200,000
See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,200,000
See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
See Item 5.
14 TYPE OF REPORTING PERSON
CO
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Statement") relates to the units
(the "Units"), of Fording Canadian Coal Trust, an open-ended mutual fund trust
governed by the laws of the Province of Alberta, Canada (the "Trust"). The
principal executive offices of the Trust are located at 205 9th Avenue SE, Suite
1000, Calgary, Alberta T2G 0R4.
Item 2. Identity and Background.
(a) This Statement is being filed by Ontario Teachers' Pension Plan
Board ("Teachers"), Golden Apple Income Inc. ("Golden Apple") and OTPPB SCP Inc.
("SCP").
(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.
SCP 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
SCP is 5650 Yonge Street, 5th Floor, Toronto, Ontario M2M 4H5. SCP 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, Golden Apple and SCP is set forth in Schedules A, B and C
hereto, respectively, and is incorporated herein by reference.
(d) Neither Teachers, Golden Apple or SCP, nor, to the best of
Teachers', Golden Apple's and SCP's knowledge, any of the entities or persons
identified in this Item 2 and Schedules A, B and C hereto has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither Teachers, Golden Apple or SCP, nor, to the best of
Teachers', Golden Apple's and SCP's knowledge, any of the entities or persons
identified in this Item 2 and Schedules A, B and C 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,
Golden Apple and SCP listed on Schedules A, B and C hereto is a citizen of
Canada.
Item 3. Source and Amount of Funds.
Pursuant to a Combination Agreement dated January 12, 2003 (the
"Combination Agreement") among Fording Inc., Teachers, Sherritt International
Corporation ("Sherritt"), Teck Cominco Limited ("Teck") and Westshore Terminals
Income Fund ("Westshore"), on February 28, 2003 Fording Inc. consummated a plan
of arrangement as a result of which its existing common shareholders received
Units and/or cash in exchange for their common shares (the "Plan of
Arrangement"). Pursuant to the Combination Agreement, upon consummation of the
Plan of Arrangement, Teachers received, in exchange for its common shares,
3,150,260 Units, all of which it transferred to Golden Apple as a capital
contribution on March 7, 2003, and Golden Apple purchased an additional
7,857,142 Units for a net amount of Cdn$274,999,970. Golden Apple obtained all
of the funds for this purchase as a capital contribution from Teachers.
A copy of the Combination Agreement is included as Exhibit 1 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.
Item 4. Purpose of the Transaction.
Teachers, Golden Apple and SCP acquired and continue to hold the Units
reported herein for investment purposes. Depending on market conditions and
other factors that each of Teachers, Golden Apple and SCP may deem relevant to
its investment decisions, Teachers, Golden Apple or SCP may in the future
acquire additional Units, or options or other derivative securities related to
the Units, in the open market or in privately negotiated purchases or otherwise
and may also, depending on then-current circumstances, dispose of all or a
portion of its Units, or options or other derivative securities related to the
Units, in one or more transactions, in each case to the extent then permitted by
applicable law and regulation.
On February 28, 2003, Teachers entered into a Governance Agreement (the
"Governance Agreement") with the Trust and 4123212 Canada Ltd., a wholly-owned
subsidiary of the Trust. Among other things, and as more fully set forth
therein, the Governance Agreement provides that Teachers has the right, which it
shares with Sherritt, to nominate a trustee of the Trust, and the Trust will use
reasonable efforts to cause the election by the Unitholders of such nominee.
This shared right to nominate a trustee is contingent upon, among other things,
Teachers' and Sherritt's delivering to the Trust (and not revoking) a proxy to
vote for all persons nominated by the Trust. If either Teachers or Sherritt
loses its right to nominate a trustee due to failure to deliver a proxy or
revocation of a proxy, then after such time, it will vote only for the nominees
for trustee nominated by Westshore and Teck (who are subject to similar
governance agreements) and, in respect of the remaining vacancies, such other
nominees as it may determine, provided each nominee is not an insider of any of
Teachers, Sherritt, Teck, Westshore or their respective affiliates and each
nominee qualifies as an "unrelated director" (as defined in the corporate
governance guidelines of the Toronto Stock Exchange) of Teachers, Sherritt,
Teck, Westshore and the Trust.
A copy of the Governance Agreement is included as Exhibit 2 to this
Statement and incorporated by reference herein. The description of the terms of
the Governance Agreement in this Statement is qualified in its entirety by
reference to the full text of the Governance Agreement.
Except as set forth in this Item 4, Teachers, Golden Apple and SCP
currently have no plans or proposals that relate to or that would result in any
of the actions or transactions described in paragraphs (a) through (j) of Item 4
of the instructions to Schedule 13D. However, each of Teachers, Golden Apple and
SCP reserves the right from time to time to formulate plans or proposals
regarding the Trust or any of its securities and to carry out any of the actions
or transactions described in paragraphs (a) through (j) of Item 4 of the
instructions to Schedule 13D, to the extent it deems advisable.
Item 5. Interest in Securities of the Issuer.
(a)-(b) As of the date of this Statement (March 10, 2003), Golden Apple
directly and beneficially owns 11,007,402 Units, representing approximately
23.8% 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.
Luscar Ltd., an Alberta, Canada corporation, the principal business of
which is coal production, directly and beneficially owns as of the date of this
Statement 2,979,000 Units, which it acquired pursuant to the Plan of
Arrangement. Luscar Ltd. is an indirect wholly-owned subsidiary of Luscar Energy
Partnership, an Ontario, Canada general partnership in which SCP holds a 50%
general partnership interest and, accordingly, SCP may be deemed to be the
beneficial owner of all of the Units beneficially owned by Luscar Ltd. 1563706
Ontario Limited, an Ontario, Canada corporation, directly and beneficially owns
as of the date of this Statement 221,000 Units, which it acquired pursuant to
the Plan of Arrangement. SCP is the owner of 50% of the equity interest in
1563706 Ontario Limited and accordingly, SCP may be deemed to be the beneficial
owner of all of the Units beneficially owned by 1563706 Ontario Limited.
Accordingly, as of the date of this Statement, SCP may be deemed to indirectly
beneficially own 3,200,000 Units, representing approximately 6.9% of the Units
outstanding. SCP, 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 and may also be deemed to share voting and
dispositive power with respect to such Units with Luscar Energy Holdings Ltd.,
an Ontario, Canada corporation and wholly-owned subsidiary of Sherritt, which is
the holder of the remaining 50% partnership interest in Luscar Energy
Partnership and the remaining 50% equity interest in 1563706 Ontario Limited.
Each of Sherritt and Luscar Ltd. will be separately filing a Schedule 13D with
the Securities and Exchange Commission reporting their beneficial ownership of
Units.
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 each of its wholly-owned subsidiaries, Golden
Apple and SCP, or 14,207,402 Units, representing approximately 30.7% 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 and SCP, beneficially owns 83 Units. Teachers, Golden Apple and SCP
disclaim beneficial ownership of any securities of the Trust beneficially owned
by Robert Bertram. Robert Bertram disclaims beneficial ownership of any
securities of the Trust beneficially owned by Teachers, Golden Apple and SCP.
Except as described above, neither Teachers, Golden Apple or SCP, nor,
to the best of Teachers', Golden Apple's and SCP's knowledge, any of the persons
listed in Schedules A, B and C hereto beneficially owns any Units.
(c) Neither Teachers, Golden Apple or SCP, nor, to the best of
Teachers', Golden Apple's and SCP's knowledge, any of the persons listed in
Schedules A, B and C hereto has effected any transactions in the Units in the
past sixty days, other than in connection with the Plan of Arrangement and the
contribution to Golden Apple by Teachers of 3,150,260 Units on March 7, 2003.
(d) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except for the Combination Agreement and the Governance Agreement,
neither Teachers, Golden Apple or SCP, nor, to the best of Teachers', Golden
Apple's and SCP's knowledge, any of the persons listed in Schedules A, B and C
hereto has any contract, arrangement, understanding or relationship with any
other person regarding any securities of the Trust, 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.
Exhibit 1. The Combination Agreement (incorporated by reference to
the Schedule 13D/A filed by Teachers on January 21, 2003).
Exhibit 2. The Governance 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: March 10, 2003
ONTARIO TEACHERS' PENSION PLAN
BOARD, an Ontario, Canada corporation
By: /s/ Claude Lamoureux
------------------------------------------
Name: Claude Lamoureux
Title: President and Chief
Executive Officer of
Teachers
GOLDEN APPLE INCOME INC.,
an Ontario, Canada corporation
By: /s/ Morgan McCague
------------------------------------------
Name: Morgan McCague
Title: Director and Vice President
OTPPB SCP INC., an Ontario, Canada corporation
By: /s/ Brian Gibson
------------------------------------------
Name: Brian Gibson
Title: Director and Vice President
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
(Director) Penetang, Ontario Executive for Sun Life Assurance
L9M 1X4 Company of Canada
Gary Porter 820-439 University Ave Self-employed Chartered
(Director) Toronto, Ontario Accountant
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) Orleans, Ontario des enseignantes et des enseignants
K1C 1J1 franco-ontariens
J. Douglas Grant 257 Rosedale Heights Drive Chairperson, Sceptre Investment
(Director) Toronto, Ontario Counsel Limited
M4T 1C7
Thomas O'Neill 33 Geraldine Court Former Chairperson, PwC Consulting
(Director) Don Mills, 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
5th Floor of Teachers
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
Toronto, Ontario and 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
5th Floor of Teachers
Toronto, Ontario
M2M 4H5
Barbara Zvan 5650 Yonge Street Vice President, Asset Mix & Risk
5th Floor Management, Research & Economics
Toronto, Ontario of Teachers
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
5th Floor Banking of Teachers
Toronto, Ontario
M2M 4H5
Mark MacDonald 5650 Yonge Street Vice President, Merchant Banking
5th Floor of Teachers
Toronto, Ontario
M2M 4H5
Ron Mock 5650 Yonge Street Vice President, Alternative
5th Floor Investments of Teachers
Toronto, Ontario
M2M 4H5
Lee Sienna 5650 Yonge Street Vice President, Merchant Banking
5th Floor of Teachers
Toronto, Ontario
M2M 4H5
Zev Frishman 5650 Yonge Street Vice President, International
5th Floor Equities of Teachers
Toronto, Ontario
M2M 4H5
Rosemary Zigrossi 5650 Yonge Street Vice President, Venture Capital
5th Floor of Teachers
Toronto, Ontario
M2M 4H5
SCHEDULE B
Executive Officers, Controlling Persons and Directors of Golden Apple, each of
whom is a citizen of Canada.
Residence or Principal Occupation or
Name Business Address Employment
---- ---------------- -----------------------
Robert Bertram 5650 Yonge Street Executive Vice President,
(Director & President) 5th Floor Investments of Teachers
Toronto, Ontario
M2M 4H5
Roger Barton 5650 Yonge Street Vice President, General Counsel
(Director & Secretary) 5th Floor and Secretary of Teachers
Toronto, Ontario
M2M 4H5
Morgan McCague 5650 Yonge Street Senior Vice President,
(Director & Vice President) 5th Floor Quantitative Investments of
Toronto, Ontario Teachers
M2M 4H5
SCHEDULE C
Executive Officers, Controlling Persons and Directors of SCP, each of whom is a
citizen of Canada.
Residence or Principal Occupation or
Name Business Address Employment
---- ---------------- -----------------------
Robert Bertram 5650 Yonge Street Executive Vice President,
(Director & President) 5th Floor Investments of Teachers
Toronto, Ontario
M2M 4H5
Roger Barton 5650 Yonge Street Vice President, General Counsel
(Director & Secretary) 5th Floor and Secretary of Teachers
Toronto, Ontario
M2M 4H5
Brian Gibson 5650 Yonge Street Senior Vice President, Active
(Director & Vice President) 5th Floor Equities of Teachers
Toronto, Ontario
M2M 4H5