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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 2 )*

Fording Canadian Coal Trust
(Name of Issuer)
Trust Units
(Title of Class of Securities)
345425102
(CUSIP Number)
Peter C. Rozee
Teck Cominco Limited
Suite 600-200 Burrard Street
Vancouver, B.C. V6C 3L9
Telephone: (604) 687-1117
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 29, 2008
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

* 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 (the “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 
 Schedule 13D  Page  
2 
   of   
11 

 

           
1   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Teck Cominco Limited
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Canada
       
  7   SOLE VOTING POWER
     
NUMBER OF   12,857,142
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   16,650,000
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   12,857,142
       
WITH 10   SHARED DISPOSITIVE POWER
     
    16,650,000
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  29,507,142 Units
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  19.95%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

 

 

                     
CUSIP No.
  
345425102 
 Schedule 13D  Page  
3 
   of   
11 

 

           
1   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Teck Cominco Metals Ltd.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Canada
       
  7   SOLE VOTING POWER
     
NUMBER OF   -0-
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   16,650,000
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH 10   SHARED DISPOSITIVE POWER
     
    16,650,000
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  16,650,000 Units
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  11.25%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

 

 

         
CUSIP No. 345425102
  Schedule 13D   Page 4 of 11
Item 1.     Security and the Issuer
This Amendment No. 2 to the Schedule 13D (“Amendment No. 2”) by Teck Cominco Limited (“Teck”) and Teck Cominco Metals Ltd., a wholly-owned subsidiary of Teck (“Teck Metals”), relates to trust 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 “Issuer”). This Amendment No. 1 supplementally amends the Initial Statement on Schedule 13D, filed by Teck and Teck Metals with the Securities and Exchange Commission on September 27, 2007 (the “Initial Statement”), as amended by Amendment No. 1 to the Schedule 13D, filed by Teck and Teck Metals on June 20, 2008 (together, the “Initial Statement”). The principal executive offices of the Issuer are located at 205 9th Avenue SE, Suite 1000, Calgary, Alberta T2G 0R4. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is supplementally amended as follows.
Item 2.     Identity and Background.
No material change.
Item 3.     Source and Amount of Funds or Other Consideration
Item 3 of the Initial Statement is hereby amended by adding the following at the end thereof:
On July 29, 2008, Teck and the Issuer entered into an Arrangement Agreement (the “Arrangement Agreement”), which provides, upon the terms and subject to the conditions set forth in that agreement, Teck will acquire 100% of the Issuer’s assets which consist principally of a royalty in respect of the Issuer’s 60% non-operating interest in the Elk Valley Coal Partnership (the “Asset Sale”). Teck will also assume certain liabilities of the Issuer. Teck and the Issuer have made customary representations, warranties and covenants in the Arrangement Agreement. Under the terms of the Asset Sale, the Issuer’s Unit holders will receive US$82.00 in cash and 0.245 of a Class B subordinate voting share of Teck per Unit.
In aggregate, pursuant to the terms of the Asset Sale, Teck will pay approximately US$12.4 billion in cash and issue approximately 36.9 million Class B subordinate voting shares of Teck in consideration for the Issuer’s assets. The cash portion of the consideration is expected to be primarily funded by a US$9.8 billion fully underwritten bridge and term loan facility and the proceeds of the sale, prior to closing, of the 29,507,142 Units of the Issuer held by Teck.
In addition, on July 29, 2008, JPMorgan Chase Bank, N.A, Citibank, N.A., Canadian branch, Merrill Lynch Capital Corporation, Canadian Imperial Bank of Commerce, Royal Bank of Canada and Bank of Montreal (collectively, the “Commitment Parties”) entered into a commitment letter with Teck (the “Commitment Letter”) pursuant to which the Commitment Parties agreed to provide to Teck, subject to the satisfaction of certain conditions, U.S.$9.8 billion in aggregate principal amount of debt financing. The summary of the Commitment Letter contained in this Item 3 does not purport to be complete, and is qualified in its entirety by reference to the Commitment Letter filed as Exhibit 1, and incorporated herein by reference.
Item 4.     Purpose of Transactions.
Item 4 of the Initial Statement is hereby amended by adding the following at the end thereof:
The information in Item 3 is incorporated herein by reference.

 

 

         
CUSIP No. 345425102
  Schedule 13D   Page 5 of 11
The Asset Sale and its related transactions are herein collectively referred to as the “Transaction.” The Transaction is expected to close by the end of October, 2008. Closing of the Transaction will be subject to customary conditions including, among others, the availability of the financing arranged by Teck, receipt of all necessary regulatory approvals, absence of material adverse changes, as well as approval of the Transaction by 66.67% of the Issuer’s Unit holders present in person or by proxy at the meeting held to approve the Transaction, and by a majority of the Issuer’s Unit holders voting on the Transaction other than Teck and its affiliates.
In connection with the Transaction, on July 29, 2008, Teck entered into the Teachers’ Letter Agreement (the “Teachers’ Letter Agreement”) with an affiliate of the Ontario Teachers’ Pension Plan (“Teachers”) under which Teachers, in order to facilitate the Transaction, has agreed to amend Teck’s “top-up” obligations pursuant to the Unit Purchase Agreement dated as of September 23, 2007, entered into in connection with Teck’s acquisition of 11.25% of the outstanding Issuer’s Units from Teachers. Teachers will, on completion of the Transaction, receive compensation of US$105 million for amending its rights, which would have otherwise expired on July 31, 2008. Teck may satisfy this obligation by selling certain Units of the Issuer to Teachers.
In addition, in connection with the Transaction, on July 29, 2008, Teck and the Issuer entered into a Confidentiality Agreement (the “Confidentiality Agreement”) which contains confidentiality and six-month standstill obligations.
The SEC has adopted Rule 13e-3 under the Securities Exchange Act of 1934, as amended, which is applicable to certain “going private” transactions by issuers or their affiliates. Teck expects to file the information required by Rule 13e-3 with the SEC within the next several weeks and to provide the required information to holders of the Issuer’s Units at such time. Unit holders are urged to read such information required by Rule 13e-3 when it becomes available because it will contain important information. In addition, upon the closing of the Transaction, the Issuer will redeem all of the Units of the Issuer held by the public. As a result, its Units will be de-listed from the New York Stock Exchange and the Toronto Stock Exchange and will no longer be traded or quoted.
The summary of the Arrangement Agreement, the Teachers’ Letter Agreement and the Confidentiality Agreement contained in this Item 4 does not purport to be complete, and are qualified in their entirety by reference to the Arrangement Agreement, the Teachers’ Letter Agreement and the Confidentiality Agreement filed as Exhibits 2, 3 and 4 hereto, and incorporated herein by reference.
Except as described in this Item 4, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions required to be reported herein.
Item 5.     Interest in Securities of the Issuer.
(a) – (b)     The aggregate number of Units held by Teck Metals, beneficially owned pursuant to the Unit Purchase Agreement will be 16,650,000 Units, representing 11.25% of the outstanding units of the Issuer. Teck Metal may be deemed to share voting and dispositive power with Teck with respect to the 16,650,000 Units. Teck holds 12,857,142 Units pursuant to the Combination Agreement, representing 8.7% of the outstanding units of the Issuer and has sole voting and dispositive power with respect to the 12,857,142 Units. Teck may be deemed to beneficially own the 16,650,000 Units held by Teck Metals, as a wholly-owned subsidiary and an aggregate of 29,507,142 Units, representing 19.95% of the outstanding units of the Issuer.
As of the date of this Schedule 13D, Ronald Millos, Senior Vice President, Finance and Chief Financial Officer beneficially owns 1,359 Units. Mr. Millos has sole voting and dispositive power with respect to

 

 

         
CUSIP No. 345425102
  Schedule 13D   Page 6 of 11
those Units. Teck and Teck Metals disclaim beneficial ownership of any Units beneficially owned by Mr. Millos. Mr. Millos disclaims beneficial ownership of any Units beneficially owned by Teck and Teck Metals.
As of the date of this Schedule 13D, Jalynn Bennett, a Director, beneficially owns 1,347 Units. Ms. Bennett has no voting and dispositive power with respect to those Units. Teck and Teck Metals disclaim beneficial ownership of any Units beneficially owned by Ms. Bennett. Ms. Bennett disclaims beneficial ownership of any Units beneficially owned by Teck and Teck Metals.
As of the date of this Schedule 13D, Mayank M. Asher, a Director, beneficially owns 1,023 Units. Mr. Asher has sole voting and dispositive power with respect to those Units. Teck and Teck Metals disclaim beneficial ownership of any Units beneficially owned by Mr. Asher. Mr. Asher disclaims beneficial ownership of any Units beneficially owned by Teck and Teck Metals.
(c)     Except as disclosed in this Item 5 of this Schedule 13D, neither Teck nor Teck Metals, nor, to the best knowledge of Teck and Teck Metals, any of the directors or executive officers of Teck and Teck Metals has effected any transaction in the Units in the 60 days prior to the filing of this Schedule 13D.
(d)     Not applicable.
(e)     Not applicable.
Item 6.     Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information in Item 3 and Item 4 is incorporated herein by reference; otherwise, the information set forth in Item 6 of the Initial Statement remains unchanged.
Item 7.     Material to be Filed as Exhibits.
Exhibit No.
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.
 
2   Arrangement Agreement, dated as of July 29, 2008, between Teck Cominco Limited and Fording Canadian Coal Trust.
 
3   Teacher’s Letter Agreement dated as of July 29, 2008 among Teck Cominco Limited, Teck Cominco Metals Ltd., Golden Apple Income Inc. and Ontario Teachers’ Plan Board.
 
4   Confidentiality Agreement dated as of July 29, 2008, between Teck Cominco Limited and Fording Canadian Coal Trust.

 

 

         
CUSIP No. 345425102
  Schedule 13D   Page 7 of 11
5*   Unit Purchase Agreement, dated as of September 23, 2007, among Teck Cominco Limited, Teck Cominco Metals Ltd., Golden Apple Income Inc. and Ontario Teachers’ Pension Plan Board.
 
*     Previously filed as an exhibit to the Initial Statement on Schedule 13D, filed by Teck and Teck Metals with the Securities and Exchange Commission on September 27, 2007.

 

 

         
CUSIP No. 345425102
  Schedule 13D   Page 8 of 11
SIGNATURES
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: July 30, 2008
         
TECK COMINCO LIMITED
 		    
By:   /s/ Peter C. Rozee     
  Name:   Peter C. Rozee     
  Title:   Senior Vice President, Commercial Affairs     
 
TECK COMINCO METALS LTD.
 		    
By:   /s/ Peter C. Rozee    
  Name:   Peter C. Rozee     
  Title:   Senior Vice President, Commercial Affairs     

 

 

         
CUSIP No. 345425102
  Schedule 13D   Page 9 of 11
SCHEDULE I
Teck Cominco Limited
The name and present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) of each director and officer of Teck Cominco Limited is set forth below. The principal business and address of each director and officer is Teck Cominco Limited, Suite 600-200 Burrard Street, Vancouver, B.C. V6C 3L9, unless otherwise indicated.
     
Name
  Present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted)
DIRECTORS
All directors listed below are Canadian citizens, except for Mr. Kuriyama and Mr. Mochihara who are both Japanese citizens.
     
Mayank M. Asher
  Executive Vice President, Suncor Energy Inc.
P.O. Box 38, 112 – 4 Avenue S.W. Calgary,
Alberta T2P 2V5 Canada
 
    
J. Brian Aune
  President, Alderprise Inc., 755 Meny Sud RR3
Magog, Quebec 71X 3WY Canada.
 
    
Jalynn H. Bennett
  President, Jalynn H. Bennett and Associates
Ltd., 303-247 Davenport Rd Toronto ON M5R
1J9 Canada
 
    
Hugh J. Bolton
  Chairman, Epcor Utilities Inc., 10065 Jasper
Avenue, Edmonton, Alberta T5J 3B1 Canada
 
    
Norman B. Keevil
  Chairman, Teck Cominco Limited
 
    
Norman B. Keevil III
  Chief Operating Officer, Triton Logging Inc.,
6675 Mirah Road, Saanichton, BC, V8M 1Z4
Canada
 
    
Takashi Kuriyama
  Executive Vice President, Sumitomo Metal
Mining America Inc., #901 – 700 West Pender
Street, Vancouver B.C. V6C 1G8 Canada
 
    
Donald R. Lindsay1
  Chief Executive Officer, Teck Cominco Limited
 
    
Takuro Mochihara
  Senior Managing Executive Officer, Dept. of
Mineral Resources Division, Sumitomo Metal
Mining Co., Ltd., 11-3, Shimbashi 5-chome,
Minato-ku, Tokyo, 105-8716 JAPAN
 
1   Mr. Lindsay is also a director of the Issuer.

 

 

         
CUSIP No. 345425102
  Schedule 13D   Page 10 of 11
     
Derek G. Pannell
  Managing Partner, Brookfield Properties BCE
Place, 181 Bay Street, Suite 330, Toronto,
Ontario M5J 2T3 Canada
 
    
Janice G. Rennie
  Corporate Director
 
    
Warren S.R. Seyffert2
  Corporate Director
 
    
Keith E. Steeves
  Corporate Director
 
    
Chris M.T. Thompson
  Corporate Director
EXECUTIVE OFFICERS
All executive officers listed below are Canadian citizens, except for Mr. Kukielski and Mr. Vance who are both U.S. citizens. The principal business and address of each officer is Teck Cominco Limited, Suite 600-200 Burrard Street, Vancouver, B.C. V6C 3L9.
     
OFFICERS
    
Norman B. Keevil
  Chairman
 
    
Donald R. Lindsay
  Chief Executive Officer and President
 
    
Roger J. Higgins
  Senior Vice President
 
    
Douglas H. Horswill
  Senior Vice President, Environment and Corporate Affairs
 
    
Peter G. Kukielski
  Executive Vice President and Chief Operating Officer
 
    
G. Leonard Manuel
  Senior Vice President and General Counsel
 
    
Ronald A. Millos
  Senior Vice President, Finance and Chief Financial Officer
 
    
Peter C. Rozee
  Senior Vice President, Commercial Affairs
 
    
Ronald J. Vance
  Senior Vice President, Corporate Development
 
    
Timothy C. Watson
  Senior Vice President, Project Development
 
2   Mr. Seyffert is also a director of the Issuer.

 

 

         
CUSIP No. 345425102
  Schedule 13D   Page 11 of 11
Teck Cominco Metals Ltd.
The name and present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) of each director and officer of Teck Cominco Metals Ltd. is set forth below. The principal business and address of each director and officer is Teck Cominco Limited, Suite 600-200 Burrard Street, Vancouver, B.C. V6C 3L9. All directors and executive officers listed below are Canadian citizens, except for Mr. Kukielski and Mr. Vance who are both U.S. citizens.
     
Name
  Present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted)
 
    
DIRECTORS
    
 
    
Norman B. Keevil
  Director, Teck Cominco Limited
 
    
Donald R. Lindsay1
  President, Teck Cominco Limited
 
    
G. Leonard Manuel
  Senior Vice President and General Counsel,
Teck Cominco Limited
 
    
Ronald A. Millos
  Senior Vice President and Chief Financial
Officer, Teck Cominco Limited
 
    
Peter C. Rozee
  Senior Vice President, Commercial Affairs,
Teck Cominco Limited
 
    
OFFICERS
    
 
    
Donald R. Lindsay
  Chief Executive Officer and President
 
    
Roger J. Higgins
  Senior Vice President
 
    
Douglas H. Horswill
  Senior Vice President, Environment and
Corporate Affairs
 
    
Peter G. Kukielski
  Executive Vice President and Chief Operating
Officer
 
    
G. Leonard Manuel
  Senior Vice President and General Counsel
 
    
Ronald A. Millos
  Senior Vice President, Finance and Chief
Financial Officer
 
    
Peter C. Rozee
  Senior Vice President, Commercial Affairs
 
    
Ronald A. Vance
  Senior Vice President, Corporate Development
 
    
Timothy C. Watson
  Senior Vice President, Project Development
 
1   Mr. Lindsay is also a director of the Issuer.