Edgar Filing: FORDING CANADIAN COAL TRUST

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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. 3 )*

Fording Canadian Coal Trust

(Name of Issuer)

Trust Units

(Title of Class of Securities)

345425102

(CUSIP Number)

Peter C. Rozee
Teck Cominco Limited
Suite 3300 – 550 Burrard Street
Vancouver, B.C. V6C 0B3
Telephone: (604) 699-4000

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

September 30, 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		Page		2		of		9

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Teck Cominco Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

SOLE VOTING POWER

NUMBER OF

12,857,142

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

16,650,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

12,857,142

WITH

SHARED DISPOSITIVE POWER

16,650,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

29,507,142 Units

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.95%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		345425102		Page		3		of		9

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Teck Cominco Metals Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

SOLE VOTING POWER

NUMBER OF

-0-

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

16,650,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-0-

WITH

SHARED DISPOSITIVE POWER

16,650,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,650,000 Units

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

11.25%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

Item 1. Security and the Issuer

This Amendment No. 3 to the Schedule 13D (“Amendment No. 3”) 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.3 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, as amended by Amendment No. 2 to the Schedule 13D, filed by Teck and Teck Metals on July 30, 2008 (together, the “Initial Statement”). The principal executive offices of the Issuer are located at 205 9^th 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 September 30, 2008, Teck entered into a definitive Term Credit Agreement and a definitive Bridge Credit Agreement (together, the “Credit Agreements”), pursuant to which the lenders listed on Schedule A thereto agreed to provide to Teck U.S.$ 9.8 billion in aggregate principal amount of debt financing in connection with the Transaction. The Credit Agreements contain customary representations and warranties, positive and negative covenants and events of default. A more complete description of the Credit Agreements is contained in the Schedule 13E‑3, as amended, filed with the Securities and Exchange Commission on September 30, 2008 in connection with the Transaction.

The summary of the Credit Agreements contained in this Item 3 does not purport to be complete, and is qualified in its entirety by reference to the Term Credit Agreement and the Bridge Credit Agreement filed as Exhibit 1 and Exhibit 2 hereto, and incorporated herein by reference.

Item 4. Purpose of Transactions.

The information in Item 3 is incorporated herein by reference; otherwise, the information set forth in Item 4 of the Initial Statement remains unchanged.

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

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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 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 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		Term Credit Agreement, dated as of September 30, 2008 among Teck Cominco Limited, JPMorgan Chase Bank, N.A., as administrative agent, and Citigroup Global Markets Inc., Merrill, Lynch, Pierce, Fenner & Smith Incorporated, BMO Capital Markets, CIBC World Markets and RBC Capital Markets, as co-syndication agents.

2		Bridge Credit Agreement, dated as of September 30, 2008 among Teck Cominco Limited, JPMorgan Chase Bank, N.A., as administrative agent, and Citigroup Global Markets Inc., Merrill, Lynch, Pierce, Fenner & Smith Incorporated, BMO Capital Markets, CIBC World Markets and RBC Capital Markets, as co-syndication agents.

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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: September 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

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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 3300 – 550 Burrard Street, Vancouver, B.C. V6C 0B3, 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.

Page 7 of 9


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 and Mr. Higgins who is an Australian citizen. The principal business and address of each officer is Teck Cominco Limited, Suite 3300 - 500 Burrard Street, Vancouver, B.C. V6C 0B3.

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.

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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 3300 – 500 Burrard Street, Vancouver, B.C. V6C 0B3. All directors and executive officers listed below are Canadian citizens, except for Mr. Kukielski and Mr. Vance who are both U.S. citizens and Mr. Higgins who is an Australian citizen.


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.

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