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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 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 Statements under
the Securities Act of 1933: Form S-8 (File No. 333-140184) and Form F-8 (File
No. 333-144629).
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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.
** The Audited Consolidated Financial Statements for the fiscal years ended
December 31, 2006 and 2005 have been previously filed. However, this
amendment is accompanied by a signed auditors' report.
EXPLANATORY NOTE
This Amendment No. 2 ("Amendment No. 2") 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
include the signed auditors' report, which was inadvertently omitted from the
Original Form 40-F.
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 17, 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.
99.4 Auditors' Report and Auditors' Report on Management's Assessment on
the Effectiveness of Internal Control Over Financial Reporting for the
Year Ended December 31, 2006.
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* Previously filed.
** The Audited Consolidated Financial Statements for the fiscal years ended
December 31, 2006 and 2005 have been previously filed. However, this
amendment is accompanied by a signed auditors' report attached as Exhibit
99.4.