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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM 40-F
[_] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934
or
[X] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006 Commission File Number 001-13184
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TECK COMINCO LIMITED
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(Exact name of Registrant as specified in its charter)
NOT APPLICABLE
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(Translation of Registrant's name into English (if applicable))
CANADA
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(Province or other jurisdiction of incorporation or organization)
1400
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(Primary Standard Industrial Classification Code Number (if applicable))
NOT APPLICABLE
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(I.R.S. Employer Identification Number (if applicable))
SUITE 600 - 200 BURRARD STREET, VANCOUVER,
B.C. V6C 3L9 CANADA (604) 687-1117
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(Address and telephone number of Registrant's principal executive offices)
CT CORPORATION SYSTEM, 1633 BROADWAY,
NEW YORK, NEW YORK, 10019 (212) 664-1666
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(Name, address (including zip code) and telephone number
(including area code) of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class Name of each exchange on which registered
Class B Subordinate
Voting Shares New York Stock Exchange
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Securities registered or to be registered pursuant to Section 12(g) of the Act.
Not Applicable
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(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.
US$200 million 7.00% Notes due 2012,
US$300 million 5.375% Notes due 2015,
US$700 million 6.125% Notes due 2035
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(Title of Class)
For annual reports, indicate by check mark the information filed with this Form:
[X] Annual information form [X] Audited annual financial statements
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.
4,673,453 CLASS A COMMON SHARES AND 211,153,069 CLASS B SUBORDINATE VOTING
SHARES OUTSTANDING AS OF DECEMBER 31, 2006
Indicate by check mark whether the Registrant by filing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
(the "Exchange Act"). If "Yes" is marked, indicate the filing number assigned
to the Registrant in connection with such Rule.
Yes 82- No X
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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The Annual Report on Form 40-F shall be incorporated by reference into, or as
an exhibit to, as applicable, the Registrant's Registration Statement under the
Securities Act of 1933: Form S-8 (File No. 333-140184).
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PRINCIPAL DOCUMENTS
The following documents have been filed as part of this Annual Information Form
on Form 40-F:
1. * Annual Information Form of Teck Cominco Limited for the year ended
December 31, 2006.
2. * Audited Consolidated Financial Statements of Teck Cominco Limited for
the years ended December 31, 2006 and 2005, including the auditors'
report with respect thereto. For a reconciliation of important
differences between Canadian and United States generally accepted
accounting principles, see Note 25 of the Notes to the Consolidated
Financial Statements.
3. * Management's Discussion and Analysis of Financial Position and
Operating Results of Teck Cominco Limited for the year ended December
31, 2006.
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* Previously filed.
EXPLANATORY NOTE
This Amendment No. 1 (the "Amendment") to the Annual Report on Form 40-F filed
on March 26, 2007 (the "Original Form 40-F") of Teck Cominco Limited (the
"Company") for the fiscal year ended December 31, 2006, is being filed to
reflect additional disclosure on the remedial investigation and feasability
study of contamination in Lake Roosevelt in Washington State that we have
disclosed in Management's Discussion and Analysis--Legal Proceedings and
Consolidated Financial Statements--Notes to Financial Statements--Note
22--Commitments and Contingencies--Legal Proceedings and Contingencies in light
of comments from the Staff of the Securities and Exchange Commission in
connection with its review of the Original Form 40-F.
UPPER COLUMBIA RIVER
Prior to our acquisition in 2000 of a majority interest in Cominco Ltd. (now
Teck Cominco Metals Ltd.) ("TCML"), TCML's Trail smelter discharged smelter
slag into the Columbia River. These discharges commenced prior to TCML's
acquisition of the Trail smelter in 1906 and continued until 1996. Slag was
discharged pursuant to permits issued in British Columbia subsequent to the
enactment of relevant environmental legislation in 1967. Slag and other
non-slag materials released from the Trail smelter in British Columbia have
travelled down river and mixed with substances discharged from many other
smelting and industrial facilities located along the length of the Upper
Columbia River system in Canada and the U.S.
Slag is a glass-like compound consisting primarily of silica, calcium and iron,
which contains small amounts of base metals such as zinc, lead, copper and
cadmium. It is sufficiently inert that it is not characterized as a hazardous
waste under applicable Canadian or U.S. regulations. While slag has been
deposited into the river, further study is required to assess what effect the
presence of slag in the river has had, and whether it poses an unacceptable
risk to human health or the environment. A large number of studies regarding
slag deposition and its effects have been conducted by various governmental
agencies on both sides of the border. The historical studies of which we are
aware have not identified unacceptable risks resulting from the presence of
slag in the river.
On June 2, 2006, TCML and its affiliate, Teck Cominco American Incorporated
("TCAI"), entered into a Settlement Agreement (the "Agreement") with the U.S.
Environmental Protection Agency ("EPA") and the United States under which TCAI
is paying for and conducting a remedial investigation and feasibility study
("RI/FS") of contamination in the Upper Columbia River (the "Studies") under
the oversight of the EPA. The RI/FS is being prepared by independent
consultants approved by the EPA and retained by TCAI. TCAI is paying EPA's
oversight costs and providing funding for the participation of other
governmental parties, the State of Washington and two native tribes, the
Confederated Tribes of the Colville Nation (the "Colville Tribes") and the
Spokane Tribe. TCML has guaranteed TCAI's performance of the Agreement. TCAI
has also placed US$20 million in escrow as financial assurance of its
obligations under the Agreement and we have accrued our estimate of the costs
of the Studies. Contemporaneously with the execution of the Agreement, the EPA
withdrew a unilateral administrative order ("UAO") purporting to compel TCML to
conduct the Studies.
The RI/FS process requires TCAI to submit a work plan for the assessment of
site conditions to the EPA which, when approved, will lead to the development
of a set of sampling and other plans and actual field work. Data from field
work will be used to determine whether further studies are required. When
sufficient data have been compiled to adequately assess risk, a baseline human
health and environmental risk assessment ("RA") will be produced to identify
risks, if any, that may exist to humans and to various environmental receptors.
The RA will form the basis for the RI/FS. The remedial investigation will
identify potential remedial options available to mitigate any unacceptable
risks; the feasibility study will consider engineering, procedural and
practical constraints to these remedial options. Based on the RI/FS, the EPA
will determine whether and what remedial actions are appropriate in accordance
with criteria that take into account, among other factors, technical
feasibility, effectiveness, cost, effects on the environment resulting from the
remedial action, and acceptability of the relevant remedial option to the
community. Each work product and plan in this process is subject to EPA
approval. Internal consultation processes of the EPA will include consultation
with state and other federal agencies and the two Indian Tribes bordering the
site, the Coville Tribe and the Spokane Tribe.
While the UAO was outstanding, two citizens of Washington State and members of
the Colville Tribe commenced an enforcement proceeding under Section 310(a)(i)
of the Comprehensive Environmental Response, Compensation and Liability Act
("CERCLA") to enforce the UAO and to seek fines and penalties against TCML for
non-compliance. TCML sought to have all claims dismissed on the basis that the
court lacked jurisdiction because the CERCLA statute was not intended to govern
the discharges of a facility occurring in another country. That case has
proceeded through U.S. Federal District Court and the Federal Court of Appeals
for the 9th Circuit. The 9th Circuit affirmed the District Court decision
denying TCML's motion to dismiss the case on jurisdictional grounds and found
that CERCLA could be applied to TCML's disposal practices in British Columbia
because they may have had an effect in Washington State. The 9th Circuit has
issued a stay of its decision pending the resolution of a further appeal by
TCML to the U.S. Supreme Court.
On February 27, 2007, TCML filed a petition for review and reversal with the
U.S. Supreme Court. TCML's petition was supported by amicus briefs filed by
Canada, the Province of British Columbia, the Mining Association of Canada, the
U.S. National Mining Association, the U.S. Association of Manufacturers, the
Canadian and U.S. Chambers of Commerce and the Consumer Electronics
Association.
On June 4, 2007, the U.S. Supreme Court requested the Solicitor General opine
on the petition for review on behalf of the Administration. There can be no
assurance that the U.S. Supreme Court will agree to hear TCML's appeal or
reverse the decision or that the withdrawal of the UAO and the settlement of
the Agreement will be sufficient to resolve the matter or that TCML or its
affiliates will not be faced with further liability in relation to this matter.
Until the studies contemplated by the Agreement are completed, it is not
possible to estimate the extent and cost, if any, of remediation or restoration
that may be required. The studies may conclude, on the basis of risk, cost,
technical feasibility or other grounds, that no remediation should be
undertaken. If remediation is required, the cost of remediation may be
material.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. UNDERTAKING
Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff,
and to furnish promptly, when requested to do so by the Commission
staff, information relating to: the securities registered pursuant to
Form 40-F; the securities in relation to which the obligation to file
an annual report on Form 40-F arises; or transactions in said
securities.
B. CONSENT TO SERVICE OF PROCESS
The Registrant has previously filed a Form F-X in connection with the
class of securities in relation to which the obligation to file this
report arises.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that
it meets all of the requirements for filing on Form 40-F/A and has duly caused
this annual report to be signed on its behalf by the undersigned, thereto duly
authorized on July 5, 2007.
TECK COMINCO LIMITED
/s/ Karen L. Dunfee
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Name: Karen L. Dunfee
Title: Corporate Secretary
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LIST OF EXHIBITS
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2* Consent of Paul C. Bankes, P. Geo.
23.3* Consent of Dan Gurtler, P. Eng.
23.4* Consent of Colin J. McKenny, P. Geol.
23.5* Consent of Sproule Associates Ltd.
31.1 Certification of Donald R. Lindsay, Chief Executive Officer, pursuant
to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934
31.2 Certification of Ronald A. Millos, Chief Financial Officer, pursuant
to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934
32.1 Certification of Donald R. Lindsay, Chief Executive Officer, pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Ronald A. Millos, Chief Financial Officer, pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1* Annual Information Form for the fiscal year ended December 31, 2006.
99.2* Consolidated Financial Statements for the fiscal years ended December
31, 2006 and 2005.
99.3* Management's Discussion and Analysis for the fiscal year ended
December 31, 2006.
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* Previously filed.