UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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
One Liberty Plaza
New York, NY 10006
(212) 225-2000
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
April 16, 2004
(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/A 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
Not Applicable
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 SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 12,974,102
EACH REPORTING See Item 5.
PERSON
WITH 9 SOLE DISPOSITIVE POWER
0
See Item 5.
10 SHARED DISPOSITIVE POWER
12,974,102
See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,974,102
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)
26.5%
See Item 5.
14 TYPE OF REPORTING PERSON
EP
CUSIP No. 345425102 13D/A 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
Not Applicable
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 SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 12,974,102
EACH REPORTING See Item 5.
PERSON
WITH 9 SOLE DISPOSITIVE POWER
0
See Item 5.
10 SHARED DISPOSITIVE POWER
12,974,102
See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,974,102
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)
26.5%
See Item 5.
14 TYPE OF REPORTING PERSON
CO
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") hereby makes this statement (this
"Statement") to amend its Schedule 13D dated March 10, 2003 as amended by
Amendment No. 1, dated October 20, 2003 (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. Identity and Background
Item 2(b) - (c) is hereby amended by replacing the last paragraph with
the following:
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 in Schedules A and B hereto,
respectively, and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Item 5(a) - (b) is hereby amended by replacing the first and second
paragraphs with the following:
(a) - (b) As of the date of this Statement, Golden Apple directly
beneficially owns 12,974,102 Units, representing approximately 26.5% of the
Units outstanding. The Trust issued two million new Units in Canada on April 16,
2004. Based on information provided by the Trust, the total number of
outstanding Units is now 48,964,299 Units. 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
12,974,102 Units, representing approximately 26.5% of the Units outstanding.
Item 5(a) - (b) is hereby further amended by replacing the last
paragraph with the following:
As of the date of this Statement, Rosemarie McClean, Vice President,
Member Services of Teachers ("Ms. McClean"), beneficially owns 900 Units.
Teachers and Golden Apple disclaim beneficial ownership of any securities of the
Trust beneficially owned by Ms. McClean. Ms. McClean disclaims beneficial
ownership of any securities of the Trust beneficially owned by Teachers and
Golden Apple.
Except as described above, 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, beneficially owns any Units.
Item 5(c) is hereby amended and restated in its entirety by the
following:
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.
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: April 19, 2004
ONTARIO TEACHERS' PENSION PLAN
BOARD, an Ontario, Canada corporation
By: /s/ Robert Bertram
----------------------------------
Name: Robert Bertram
Title: Executive Vice President,
Investments
GOLDEN APPLE INCOME INC.,
an Ontario, Canada corporation
By: /s/ Robert Bertram
----------------------------------
Name: Robert Bertram
Title: Director & 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 40 Ruden Crescent Self-employed journalist,
(Director) Toronto, Ontario speaker, freelance editor and
M3A 3H3 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 ssociation des
(Director) Orleans, Ontario enseignantes et des enseignants franco-ontariens
K1C 1J1
J. Douglas Grant 257 Rosedale Heights Drive Chairperson, Sceptre Investment Counsel Limited
(Director) Toronto, Ontario
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
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 of Teachers
5th Floor
Toronto, Ontario
M2M 4H5
Roger Barton 5650 Yonge Street Vice President, General Counsel and Secretary
5th Floor of Teachers
Toronto, Ontario
M2M 4H5
Rosemarie McClean 5650 Yonge Street Vice President, Member Services of Teachers
5th Floor
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 and
Toronto, Ontario Foreign Exchange of Teachers
M2M 4H5
Brian Gibson 5650 Yonge Street Senior Vice President, Active Equities of
5th Floor 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, Investment Operations & Chief
5th Floor Information Officer 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 of Teachers
5th Floor
Toronto, Ontario
M2M 4H5
Barbara Zvan 5650 Yonge Street Vice President, Asset Mix & Risk Management,
5th Floor Research & Economics of Teachers
Toronto, Ontario
M2M 4H5
Wayne Kozun 5650 Yonge Street Vice President, TAA & Real Return, Research &
5th Floor 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 Banking of
5th Floor Teachers
Toronto, Ontario
M2M 4H5
Mark MacDonald 5650 Yonge Street Vice President, Merchant Banking of Teachers
5th Floor
Toronto, Ontario
M2M 4H5
Ron Mock 5650 Yonge Street Vice President, Alternative Investments of
5th Floor Teachers
Toronto, Ontario
M2M 4H5
Lee Sienna 5650 Yonge Street Vice President, Merchant Banking of Teachers
5th Floor
Toronto, Ontario
M2M 4H5
Zev Frishman 5650 Yonge Street Vice President, International Equities of
5th Floor Teachers
Toronto, Ontario
M2M 4H5
Rosemary Zigrossi 5650 Yonge Street Vice President, Venture Capital of Teachers
5th Floor
Toronto, Ontario
M2M 4H5
Ron Lepin 5650 Yonge Street Vice President, Infrastructure of Teachers
5th Floor
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
Claude Lamoureux 5650 Yonge Street President and Chief Executive
(Vice President) 5th Floor Officer of Teachers
Toronto, Ontario
M2M 4H5