Fording Canadian Coal Trust SC 13E3 Going private transaction

Amount Previously Paid:

Filing Party:

Form or Registration No.:

Date Filed:

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(e) OF
THE SECURITIES EXCHANGE ACT OF 1934

FORDING CANADIAN COAL TRUST

(Name of the Issuer)

FORDING CANADIAN COAL TRUST
FORDING (GP) ULC
TECK COMINCO LIMITED
(Names of Person(s) Filing Statement)

Units, no par value
(Title of Class of Securities)

345425102
(CUSIP Number of Class of Securities)


Fording Canadian Coal Trust Suite 1000, 205 – 9th Avenue SE Calgary, Alberta T2G 0R3 Attention: James F. Jones (403) 260-9800		Fording (GP) ULC Suite 1000, 205 – 9th Avenue SE Calgary, Alberta T2G 0R3 Attention: James F. Jones (403) 260-9800		Teck Cominco Limited Suite 600, 200 Burrard Street Vancouver, British Columbia V6C 3L9 Attention: Peter Rozee (604) 687-1117

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)

With copies to


Osler, Hoskin & Harcourt LLP 620 8th Avenue – 36th floor New York, New York 10018 Attention: Kevin D. Cramer, Esq. (212) 991-2537		Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 Attention: Edwin S. Maynard, Esq. (212) 373-3000		Stikeman Elliot LLP 5300 Commerce Court West 199 Bay Street Toronto, Ontario M5L 1B9 Attention: William J. Braithwaite, Esq. (416) 869-5500

This statement is filed in connection with (check the appropriate box):

a.	o	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

b.	o	The filing of a registration statement under the Securities Act of 1933.

c.	o	A tender offer.

d.	þ	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o

Check the following box if the filing is a final amendment reporting the results of the transaction: o

CALCULATION OF FILING FEE


Transaction valuation*	$13,687,116,439.03	Amount of filing fee	$537, 904

*		Set forth the amount on which the filing fee is calculated and state how it was determined.

*		Calculated solely for the purpose of determining the filing fee.The filing fee was determined by adding (a) the product of (i) 150,175,327 Units, plus 18,632 Exchange Options to acquire an equal number of Fording Units, plus 151,050 Phantom Units that can be settled for an equal number of Fording Units and (ii) cash consideration of $82.00 per Fording Unit, plus (b) $1,358,825,701.03, being the value of the 36,834,527 Teck Class B subordinate voting shares issued to Fording Unitholders (including holders of Exchange Options and Phantom Units), on the basis of 0.245 Class B subordinate voting shares per Fording Unit, based on the average of the high and low prices of Teck’s Class B subordinate voting shares on the New York Stock Exchange on August 15, 2008 (i.e., $36.89) ((a) and (b) together, the “Total Consideration”). The payment of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b), was calculated by multiplying the Total Consideration by 0.0000393.

o		Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Introduction

This Rule 13e-3 Transaction Statement (the “Transaction Statement”) is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by Fording Canadian Coal Trust, an unincorporated, open-ended mutual fund trust governed by a Declaration of Trust and the laws of Alberta, Canada (“Fording”), Fording (GP) ULC, an unlimited liability company organized under theCompanies Act(Nova Scotia) (“Fording ULC”), and Teck Cominco Limited, a company incorporated under the laws of Canada (“Teck”) (collectively, the “Filing Persons”).

This Transaction Statement relates to the Arrangement Agreement, dated July 29, 2008 (the “Arrangement Agreement”), by and between Fording and Teck and the related plan of arrangement (the “Plan of Arrangement”). If unitholders of Fording approve the special resolution approving the Plan of Arrangement, the other closing conditions under the Arrangement Agreement are satisfied or waived, including the issuance of the final court order approving the Plan of Arrangement, and the pre-closing period is completed, Teck will acquire all of the assets and assume all of the liabilities of Fording. Pursuant to the Plan of Arrangement, unitholders of Fording will receive 0.245 of a Teck Class B subordinate voting share and cash in the amount of US $82.00 (which includes a final distribution by Fording to unitholders of US $3.00) (less any amounts withheld on account of taxes) for each unit of Fording.

Fording Arrangement Corp. is a corporation existing under the laws of the Province of Alberta. Fording Arrangement Corp. is a wholly owned subsidiary of Fording that has been incorporated for the purposes of participating in an internal reorganization by Fording that will occur as part of the arrangement contemplated by the Arrangement Agreement (the “Arrangement”). Pursuant to this reorganization, Fording will cause Fording Arrangement Corp. to purchase from Fording, and Fording will transfer to Fording Arrangement Corp., all of the limited partnership interests in Fording Limited Partnership held by Fording and all of the issued and outstanding equity securities of Fording ULC held by Fording. Thereafter, and as part of the Arrangement, Teck will acquire all of the shares of Fording Arrangement Corp. from Fording. Fording Arrangement Corp. has not carried on any activities to date other than activities related to its formation and activities in furtherance of the Arrangement. Fording Arrangement Corp. played no role in initiating, structuring or negotiating the terms of the Arrangement Agreement or the Plan of Arrangement.

Fording will be filing in Canada through SEDAR a management information circular (the “Circular”) pursuant to which Fording’s board of trustees will solicit proxies from unitholders in connection with the Arrangement. The current form of the Circular, which is subject to completion or amendment, is attached hereto as Exhibit (a)(1). A copy of the Arrangement Agreement is attached to the Circular as Appendix B and is incorporated herein by reference, and a copy of the Plan of Arrangement is attached to the Circular as Appendix E and is incorporated herein by reference.

Pursuant to General Instruction F to Schedule 13E-3, the information in the Circular, including all annexes, exhibits and appendices thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Circular. The cross references below show the location in the Circular of the information required to be included in response to the items of Schedule 13E-3. Capitalized terms used but not defined herein have the meanings assigned to them in the Circular.

All information contained in, or incorporated by reference into, this Transaction Statement concerning each Filing Person was supplied by such Filing Person, and no other Filing Person takes responsibility for the accuracy of such information as it relates to any other Filing Person.

The filing of this Transaction Statement shall not be construed as an admission by any Filing Person or by any affiliate of a Filing Person that Fording is “controlled” by any Filing Person or that any Filing Person is an “affiliate” of Fording within the meaning of Rule 13e-3 under Section 13(e) of the Exchange Act.

Item 1. Summary Term Sheet

The information set forth in the sections of the Circular entitled “Summary Term Sheet” and “Frequently Asked Questions about the Arrangement” is incorporated herein by reference.

Item 2. Subject Company Information

(a) Name and address. The information set forth in the section of the Circular entitled “Summary Term Sheet — Parties to the Arrangement” and “Information Concerning Fording — Formation” and Schedule I to this Transaction Statement is incorporated herein by reference.

(b) Securities. The information set forth in the sections of the Circular entitled “Summary Term Sheet — Record Date, Meeting Materials and Voting of Proxies for Unitholders” is incorporated herein by reference.

(c) Trading market and price. The information set forth in the section of the Circular entitled “Information Concerning Fording — Price Range and Trading Volume of the Units” is incorporated herein by reference.

(d) Dividends. The information set forth in the section of the Circular entitled “Summary Term Sheet — Distribution Policy”, “Further Distributions” and “Information Concerning Fording — Distribution Policy” is incorporated herein by reference.

(e) Prior public offerings. None.

(f) Prior stock purchases. The information set forth in the section of the Circular entitled “Information Concerning Fording — Previous Purchases and Sales” and “Information Concerning Teck — Previous Purchases of Fording Securities” is incorporated herein by reference.

Item 3. Identity and Background of Filing Person

(a) Name and address. The information set forth in the sections of the Circular entitled “Summary Term Sheet — Parties to the Arrangement”, “Information Concerning Fording” and “Information Concerning Teck” and Schedules I, II, and III to this Transaction Statement is incorporated herein by reference.

(b) Business and background of entities. The information set forth in the sections of the Circular entitled “Summary Term Sheet — Parties to the Arrangement”, “Information Concerning Fording” and “Information Concerning Teck” and Schedules I, II, and III to this Transaction Statement is incorporated herein by reference.

(c) Business and background of natural persons. The information set forth in Schedules I, II, and III to this Transaction Statement is incorporated herein by reference.

Item 4. Terms of the Transaction

(a) Material terms.

(1) Not applicable.

(2)(i) The information set forth in the sections of the Circular entitled “Summary Term Sheet” and “Frequently Asked Questions About the Arrangement” is incorporated herein by reference.

(2)(ii) The information set forth in the sections of the Circular entitled “Summary Term Sheet”, “Special Factors — Fairness Opinion”, “Special Factors — Independent Valuation”, “The Arrangement — Arrangement Mechanics”, “Information Concerning Teck — Description of Share Capital”, “Certain Tax Considerations for Unitholders”, “Dissenting Registered Unitholders’ Rights” and “Frequently Asked Questions About the Arrangement” is incorporated herein by reference.

(2)(iii) The information set forth in the sections of the Circular entitled “Special Factors — Background to the Arrangement”, “Special Factors — Position of the Independent Committees as to Fairness”, “Special Factors — Recommendation of the Independent Committees”, “Special Factors — Recommendation of the Trustees and the Directors”, “Special Factors — Reasons for the Arrangement from Fording’s and Fording ULC’s Perspectives”, “Special Factors — Reasons for the Arrangement from the Perspective of Teck”, “Special Factors — Position of Teck Regarding Fairness of the Arrangement”, “Special Factors — Fairness Opinion”, “Special Factors — Independent Valuation”, “The Arrangement — Interests of Trustees, Directors, Executive Officers and Others in the

Arrangement”, “Teck’s Plans for Fording” and “Benefits from the Arrangement” is incorporated herein by reference.

(2)(iv) The information set forth in the sections of the Circular entitled “Summary Term Sheet — Vote Required to Approve the Arrangement”, “The Arrangement — Required Securityholder Approval”, “Information Concerning Voting at the Meeting” and “Frequently Asked Questions about the Arrangement” is incorporated herein by reference.

(2)(v) The information set forth in the sections of the Circular entitled “Summary Term Sheet — Interests of Trustees, Directors, Executive Officers and Others in the Arrangement”, “Special Factors — Certain Effects of the Arrangement”, “The Arrangement — Arrangement Mechanics”, “The Arrangement — Interests of Trustees, Directors, Executive Officers and Others in the Arrangement”, “Interest of Informed Persons in Material Transactions”, “Frequently Asked Questions About the Arrangement” and Appendix J of the Circular is incorporated herein by reference.

(2)(vi) Not applicable.

(2)(vii) The information set forth in the sections of the Circular entitled “Summary Term Sheet —Certain Canadian Federal Income Tax Considerations”, “Summary Term Sheet — Certain United States Federal Income Tax Consideration” and “Certain Tax Considerations for Unitholders” is incorporated herein by reference.

(c) Different terms. The information set forth in the sections of the Circular entitled “Summary Term Sheet — Interests of Trustees, Directors, Executive Officers and Others in the Arrangement”, “The Arrangement — Arrangement Mechanics”, “The Arrangement — Interests of Trustees, Directors, Executive Officers and Others in the Arrangement”, “Interest of Informed Persons in Material Transactions” and “Frequently Asked Questions About the Arrangement” is incorporated herein by reference.

(d) Appraisal rights. The information set forth in the sections of the Circular entitled “Summary Term Sheet — Dissenting Registered Unitholders’ Rights”, “Dissenting Registered Unitholders’ Rights”, “Plan of Arrangement”, incorporated as Appendix E thereto and “Section 191 of theBusiness Corporations Act(Alberta)”, incorporated as Appendix H thereto, is incorporated herein by reference.

(e) Provisions for unaffiliated security holders. The Filing Persons have made no provisions in connection with the Arrangement Agreement or the Arrangement to grant unaffiliated security holders access to the respective corporate files of any of the Filing Persons or to obtain counsel or appraisal services at the expense of the Filing Persons.

(f) Eligibility for listing or trading. The information set forth in the sections of the Circular entitled “Principal Legal Matters — Toronto Stock Exchange and New York Stock Exchange Approval” is incorporated herein by reference.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

(a)(1)-(2) Transactions. The information set forth in the sections of the Circular entitled “The Arrangement — Interests of Trustees, Directors, Executive Officers and Others in the Arrangement” is incorporated herein by reference.

(b)-(c) Significant corporate events; Negotiations or contacts. The information set forth in the sections of the Circular entitled “Summary Term Sheet — Interests of Trustees, Directors, Executive Officers and Others in the Arrangement”, “Special Factors — Background to the Arrangement”, “Special Factors — Position of the Independent Committees as to Fairness”, “Special Factors — Recommendation of the Independent Committees”, “The Arrangement — Interests of Trustees, Directors, Executive Officers and Others in the Arrangement”, “Teck’s Plans for Fording”, “Interest of Informed Persons in Material Transactions” and “Frequently Asked Questions About the Arrangement” is incorporated herein by reference.

(e) Agreements involving the subject company’s securities. The information set forth in the sections of the Circular entitled “Summary Term Sheet — Interests of Trustees, Directors, Executive Officers and Others in the Arrangement”, “Special Factors — Background to the Arrangement”, “Special Factors — Certain Effects of the

Arrangement”, “The Arrangement — Arrangement Mechanics”, “The Arrangement — Interests of Trustees, Directors, Executive Officers and Others in the Arrangement”, “The Arrangement — Confidentiality Agreement”, “Information Concerning Teck — Agreements Involving Fording’s Securities”, “Teck’s Plans for Fording”, “Commitments to Acquire Units” and “Frequently Asked Questions About the Arrangement” is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals

(b) Use of securities acquired. The information set forth in the sections of the Circular entitled “Summary Term Sheet — Reasons for the Arrangement from the Perspective of Teck; Position of Teck Regarding Fairness of the Arrangement”, “Summary Term Sheet — The Arrangement Mechanics”, “Special Factors — Reasons for the Arrangement from the Perspective of Teck”, “Special Factors — Certain Effects of the Arrangement”, “The Arrangement — Arrangement Mechanics”, “Principal Legal Matters — Stock Exchange De-Listing and Reporting Issuer Status”, “Teck’s Plans for Fording” and “Frequently Asked Questions About the Arrangement” is incorporated herein by reference.

(c)(1)-(8) Plans. The information set forth in the sections of the Circular entitled “Summary Term Sheet — Reasons for the Arrangement from Fording’s and Fording ULC’s Perspectives”, “Summary Term Sheet — Reasons for the Arrangement from the Perspective of Teck; Position of Teck Regarding Fairness of the Arrangement”, “Summary Term Sheet — The Arrangement Mechanics”, “Special Factors — Background to the Arrangement”, “Special Factors — Reasons for the Arrangement from the Perspective of Teck”, “Special Factors — Certain Effects of the Arrangement”, “Further Distributions”, “The Arrangement — Arrangement Mechanics”, “The Arrangement Agreement”, “Principal Legal Matters — Stock Exchange De-Listing and Reporting Issuer Status”, “Information Concerning Fording — Distribution Policy”, “Information Concerning Fording — Material Changes in the Affairs of Fording”, “Teck’s Plans for Fording” and “Frequently Asked Questions About the Arrangement” is incorporated herein by reference.

Item 7. Purposes, Alternatives, Reasons and Effects

(a) Purposes. The information set forth in the sections of the Circular entitled “Summary Term Sheet — Reasons for the Arrangement from Fording’s and Fording ULC’s Perspectives”, “Summary Term Sheet — Reasons for the Arrangement from the Perspective of Teck; Position of Teck Regarding Fairness of the Arrangement”, “Special Factors — Background to the Arrangement”, “Special Factors — Position of the Independent Committees as to Fairness”, “Special Factors — Recommendation of the Independent Committees”, “Special Factors — Recommendation of the Trustees and the Directors”, “Special Factors — Reasons for the Arrangement from Fording’s and Fording ULC’s Perspectives”, “Special Factors — Reasons for the Arrangement from the Perspective of Teck”, “Special Factors — Position of Teck Regarding Fairness of the Arrangement” and “Teck’s Plans for Fording” is incorporated herein by reference.

(b) Alternatives. The information set forth in the sections of the Circular entitled “Summary Term Sheet — Reasons for the Arrangement from Fording’s and Fording ULC’s Perspectives”, “Summary Term Sheet — Reasons for the Arrangement from the Perspective of Teck; Position of Teck Regarding Fairness of the Arrangement”, “Special Factors — Background to the Arrangement”, “Special Factors — Position of the Independent Committees as to Fairness”, “Special Factors — Recommendation of the Independent Committees”, “Special Factors — Recommendation of the Trustees and the Directors”, “Special Factors — Reasons for the Arrangement from Fording’s and Fording ULC’s Perspectives”, “Special Factors — Reasons for the Arrangement from the Perspective of Teck” and “Special Factors — Position of Teck Regarding Fairness of the Arrangement” is incorporated herein by reference.

(c) Reasons. The information set forth in the sections of the Circular entitled “Summary Term Sheet — Reasons for the Arrangement from Fording’s and Fording ULC’s Perspectives”, “Summary Term Sheet — Reasons for the Arrangement from the Perspective of Teck; Position of Teck Regarding Fairness of the Arrangement”, “Special Factors — Background to the Arrangement”, “Special Factors — Position of the Independent Committees as to Fairness”, “Special Factors — Recommendation of the Independent Committees”, “Special Factors — Recommendation of the Trustees and the Directors”, “Special Factors — Reasons for the Arrangement from Fording’s and Fording ULC’s Perspectives”, “Special Factors — Reasons for the Arrangement from the Perspective of Teck”, “Special Factors — Position of Teck Regarding Fairness of the Arrangement” and “Teck’s Plans for Fording” is incorporated herein by reference.

(d) Effects. The information set forth in the sections of the Circular entitled “Summary Term Sheet — Certain Effects of the Arrangement”, “Special Factors — Reasons for the Arrangement from the Perspective of Teck”, “Special Factors — Certain Effects of the Arrangement”, “Special Factors — Effects on Fording if the Arrangement is Not Completed”, “The Arrangement — Arrangement Mechanics”, “The Arrangement — Interests of Trustees, Directors, Executive Officers and Others in the Arrangement, “Certain Tax Considerations for Unitholders”, “Dissenting Registered Unitholders’ Rights”, “Risk Factors Relating to the Arrangement”, “Teck’s Plans for Fording” and “Frequently Asked Questions About the Arrangement” is incorporated herein by reference.

Item 8. Fairness of the Transaction

(a)-(b) Fairness; Factors considered in determining fairness. The information set forth in the sections of the Circular entitled “Summary Term Sheet — Reasons for the Arrangement from Fording’s and Fording ULC’s Perspectives”, “Summary Term Sheet — Reasons for the Arrangement from the Perspective of Teck; Position of Teck Regarding Fairness of the Arrangement”, “Special Factors — Background to the Arrangement”, “Special Factors — Position of the Independent Committees as to Fairness”, “Special Factors — Recommendation of the Independent Committees”, “Special Factors — Recommendation of the Trustees and the Directors”, “Special Factors — Reasons for the Arrangement from Fording’s and Fording ULC’s Perspectives”, “Special Factors — General Considerations”, “Special Factors — Reasons for the Arrangement from the Perspective of Teck”, “Special Factors — Position of Teck Regarding Fairness of the Arrangement”, “Special Factors — Fairness Opinion”, “Special Factors — Independent Valuation” and “The Arrangement — Interests of Trustees, Directors, Executive Officers and Others in the Arrangement” is incorporated herein by reference. The full text of the written fairness opinion of RBC Dominion Securities Inc. and the full text of the independent valuation of National Bank Financial Inc., each dated July 28, 2008, are also attached to the Circular as Appendix C and Appendix D, respectively, and are incorporated herein by reference.

(c) Approval of security holders. The information set forth in the sections of the Circular entitled “Special Factors — Position of the Independent Committees as to Fairness”, “Special Factors — Recommendation of the Independent Committees”, “Special Factors — Recommendation of the Trustees and the Directors”, “The Arrangement — Required Securityholder Approval”, “The Arrangement — Interests of Trustees, Directors, Executive Officers and Others in the Arrangement”, “The Arrangement Agreement — Conditions to the Arrangement”, “Information Concerning Voting at the Meeting” and “Frequently Asked Questions About the Arrangement” is incorporated herein by reference.

(d) Unaffiliated representative. The information set forth in the sections of the Circular entitled “Summary Term Sheet — Fairness Opinion”, “Summary Term Sheet — Independent Valuation”, “Special Factors — Background to the Arrangement”, “Special Factors — Position of the Independent Committees as to Fairness”, “Special Factors — Recommendation of the Independent Committees”, “Special Factors — Recommendation of the Trustees and the Directors”, “Special Factors — General Considerations”, “Special Factors — Fairness Opinion”, and “Special Factors — Independent Valuation” is incorporated herein by reference. The full text of the written fairness opinion of RBC Dominion Securities Inc. and the full text of the independent valuation of National Bank Financial Inc., each dated July 28, 2008, are also attached to the Circular as Appendix C and Appendix D, respectively, and are incorporated herein by reference.

(e) Approval of directors. The information set forth in the sections of the Circular entitled “Special Factors — Background to the Arrangement”, “Special Factors — Position of the Independent Committees as to Fairness”, “Special Factors — Recommendation of the Independent Committees” and “Special Factors — Recommendation of the Trustees and the Directors” is incorporated herein by reference.

(f) Other offers. The information set forth in the sections of the Circular entitled “Special Factors — Background to the Arrangement”, “Special Factors — Position of the Independent Committees as to Fairness”, “Special Factors — Recommendation of the Independent Committees”, “Special Factors — Recommendation of the Trustees and the Directors” and “Special Factors — Position of Teck Regarding Fairness of the Arrangement” is incorporated herein by reference.

Item 9. Reports, Opinions, Appraisals and Negotiations

(a)-(c) Report, opinion or appraisal; Preparer and summary of the report, opinion or appraisal; Availability of documents. The information set forth in the sections of the Circular entitled “Special Factors — Background to the Arrangement”, “Special Factors — Fairness Opinion”, “Special Factors — Independent Valuation” and “Where You Can Find More Information” is incorporated herein by reference. The full text of the written fairness opinion of RBC Dominion Securities Inc. and the full text of the independent valuation of National Bank Financial Inc., each dated July 28, 2008, are also attached to the Circular as Appendix C and Appendix D, respectively, and are incorporated herein by reference.

Item 10. Source and Amounts of Funds or Other Consideration

(a)-(d) Source of funds; Conditions; Expenses; Borrowed funds. The information set forth in the sections of the Circular entitled “Summary Term Sheet — Sources of Funds for the Arrangement”, “Summary Term Sheet — The Arrangement Agreement”, “The Arrangement — Sources of Funds for the Arrangement”, “The Arrangement Agreement — Expense Reimbursement” and “Expenses of the Arrangement” is incorporated herein by reference.

Item 11. Interest in Securities of the Subject Company

(a) Securities ownership. The information set forth in the sections of the Circular entitled “The Arrangement — Interests of the Trustees, Directors, Executive Officers and Others in the Arrangement” and “Information Concerning Voting at the Meeting — Voting Securities and Holders of More than 10% of the Units” is incorporated herein by reference.

(b) Securities transactions. The information set forth in the section of the Circular entitled “Information Concerning Teck — Agreements Involving Fording’s Securities” is incorporated herein by reference.

Item 12. The Solicitation or Recommendation

(d) Intent to tender or vote in a going-private transaction. The information set forth in the sections of the Circular entitled “The Arrangement — Interests of Trustees, Directors, Executive Officers and Others in the Arrangement” and “Frequently Asked Questions About the Arrangement” is incorporated herein by reference.

(e) Recommendation of others. The information set forth in the sections of the Circular entitled “Special Factors — Background to the Arrangement”, “Special Factors — Position of the Independent Committees as to Fairness”, “Special Factors — Recommendation of the Independent Committees”, “Special Factors — Recommendation of the Trustees and the Directors”, “Special Factors — Position of Teck Regarding Fairness of the Arrangement” and “The Arrangement — Interests of Trustees, Directors, Executive Officers and Others in the Arrangement” is incorporated herein by reference.

Item 13. Financial Statements

(a) Financial information. The information set forth in the sections of the Circular entitled “Information Concerning Fording — Historical Selected Financial Data” and “Where You Can Find More Information” is incorporated herein by reference. The audited financial statements and the notes thereto, including the related supplemental note entitled “United States Accounting Principles and Reporting”, set forth in Fording’s Annual Report on Form 40-F for the year ended December 31, 2007 and the unaudited financial statements (and the notes thereto) for the quarterly period ended June 30, 2008 set forth in Exhibit 99.2 of Fording’s periodic report on Form 6-K dated July 23, 2008 are incorporated herein by reference. These documents and copies thereof may be obtained from the locations set forth in the section of the Circular entitled “Where You Can Find More Information”.

(b) Pro forma information. Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

(a) Solicitations or recommendations. The information set forth in the sections of the Circular entitled “Special Factors — Position of the Independent Committees as to Fairness”, “Special Factors — Recommendation of the Independent Committees”, “Special Factors — Recommendation of the Trustees and the Directors”, “The Arrangement — Interests of Trustees, Directors, Executive Officers and Others in the Arrangement”, “Proxy Solicitation and Depositary”, “Information Concerning Voting at the Meeting” and “Questions and Further Assistance” is incorporated herein by reference.

(b) Employees and corporate assets. The information set forth in the sections of the Circular entitled “The Arrangement — Interests of the Trustees, Directors, Executive Officers and Others in the Arrangement”, “Expenses of the Arrangement”, “Proxy Solicitation and Depositary” and “Frequently Asked Questions About the Arrangement” is incorporated herein by reference.

Item 15. Additional Information

(b) Other material information. The information set forth in the Circular, including all appendices thereto, is incorporated herein by reference.

Item 16. Exhibits

(a)(1) Management Information Circular of Fording Canadian Coal Trust.

(a)(2) Form of Proxy Card for Unitholders.

(a)(3) Form of Proxy Card for holders of Phantom Units and Exchange Options.

(a)(4) Letter to Unitholders of Fording Canadian Coal Trust (incorporated herein by reference to the Circular).

(a)(5) Fording Canadian Coal Trust Notice of Special Meeting of Securityholders (incorporated herein by reference to the Circular).

(a)(6) Press Release dated July 29, 2008 (incorporated herein by reference to Exhibit 99.1 of the Periodic Report on Form 6-K filed by Fording Canadian Coal Trust with the Securities and Exchange Commission on July 29, 2008).

(b)(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 (incorporated by reference to Exhibit 1 of Amendment No. 2 to the Schedule 13D filed by Teck Cominco Limited and Teck Cominco Metals Ltd. on July 30, 2008, with respect to Fording Canadian Coal Trust).

(c)(1) Fairness Opinion of RBC Dominion Securities Inc., dated July 28, 2008 (incorporated herein by reference to Appendix C of the Circular).

(c)(2) Independent Valuation of National Bank Financial Inc., dated July 28, 2008 (incorporated herein by reference to Appendix D of the Circular).

(c)(3) Presentation, dated July 28, 2008, of RBC Dominion Securities Inc. to the Special Committees of Independent Trustees and Independent Directors of Fording Canadian Coal Trust and Fording (GP) ULC, respectively.

(d)(1) Arrangement Agreement, dated July 29, 2008, by and between Fording Canadian Coal Trust and Teck Cominco Limited (incorporated herein by reference to Appendix B of the Circular).

(d)(2) Fording Canadian Coal Trust Plan of Arrangement Under Section 193 of theBusiness Corporations Act(Alberta) (incorporated herein by reference to Appendix E of the Circular).

(d)(3) Unit Purchase Agreement, dated as of September 23, 2007, by and among Teck Cominco Limited, Teck Cominco Metals Ltd., Golden Apple Income Inc. and Ontario Teachers’ Pension Plan Board (incorporated by reference to Exhibit 7.1 of the Schedule 13D filed by Teck Cominco Limited and Teck Cominco Metals Ltd. on September 27, 2007, with respect to Fording Canadian Coal Trust).

(d)(4) Letter Amendment to the Unit Purchase Agreement, dated as of July 29, 2008, by and among Teck Cominco Limited, Teck Cominco Metals Ltd., Golden Apple Income Inc. and Ontario Teachers’ Plan Board (incorporated by reference to Exhibit 3 of Amendment No. 2 to the Schedule 13D filed by Teck Cominco Limited and Teck Cominco Metals Ltd. on July 30, 2008, with respect to Fording Canadian Coal Trust).

(d)(5) Confidentiality Agreement, dated as of July 29, 2008, between Fording Canadian Coal Trust and Teck Cominco Limited (incorporated by reference to Exhibit 4 of Amendment No. 2 to the Schedule 13D filed by Teck Cominco Limited and Teck Cominco Metals Ltd. on July 30, 2008, with respect to Fording Canadian Coal Trust).

(f) Section 191 of the Business Corporation Act (Alberta) (incorporated herein by reference to Appendix H of the Circular).

SIGNATURE

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of August 21, 2008


FORDING CANADIAN COAL TRUST
By:	/s/ Michael A. Grandin
	Name:	Michael A. Grandin
	Title:	Chair and Chief Executive Officer


FORDING (GP) ULC
By:	/s/ Michael A. Grandin
	Name:	Michael A. Grandin
	Title:	Chair and Chief Executive Officer


TECK COMINCO LIMITED
By:	/s/ Peter C. Rozee
	Name:	Peter C. Rozee
	Title:	Senior Vice President, Commercial Affairs

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