UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Inco Limited
(Name of Issuer)
Common Shares
(Title of Class of Securities)
453258402
(CUSIP Number)
Clovis Torres Junior
Companhia Vale do Rio Doce
Av. Graça Aranha 26
Rio de Janeiro, Brazil
(55) 21 3814-4477
Copies to:
Jeffrey S. Lewis
David I. Gottlieb
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
(212) 225-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 3, 2006
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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).
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1 |
NAMES OF REPORTING PERSONS Companhia Vale do Rio Doce | ||
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o |
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3 |
SEC USE ONLY | ||
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4 |
SOURCE OF FUNDS BK, WC, AF | ||
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)o | ||
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Brazil | ||
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NUMBER OF |
7 |
SOLE VOTING POWER 0 | |
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BENEFICIALLY |
8 |
SHARED VOTING POWER 196,078,276 | |
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EACH REPORTING |
9 |
SOLE DISPOSITIVE POWER 0 | |
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WITH |
10 |
SHARED DISPOSITIVE POWER 196,078,276 | |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 196,078,276 | ||
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 86.57% | ||
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14 |
TYPE OF REPORTING PERSON CO | ||
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2 |
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1 |
NAMES OF REPORTING PERSONS CVRD Holdings GmbH | ||
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o |
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3 |
SEC USE ONLY | ||
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4 |
SOURCE OF FUNDS BK, AF | ||
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)o | ||
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Austria | ||
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NUMBER OF |
7 |
SOLE VOTING POWER 0 | |
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BENEFICIALLY |
8 |
SHARED VOTING POWER 196,078,276 | |
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EACH REPORTING |
9 |
SOLE DISPOSITIVE POWER 0 | |
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WITH |
10 |
SHARED DISPOSITIVE POWER 196,078,276 | |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 196,078,276 | ||
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 86.57% | ||
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14 |
TYPE OF REPORTING PERSON CO | ||
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3 |
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1 |
NAMES OF REPORTING PERSONS Rio Doce Holdings AG | ||
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o |
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3 |
SEC USE ONLY | ||
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4 |
SOURCE OF FUNDS BK, AF | ||
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)o | ||
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Austria | ||
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NUMBER OF |
7 |
SOLE VOTING POWER 0 | |
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BENEFICIALLY |
8 |
SHARED VOTING POWER 196,078,276 | |
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EACH REPORTING |
9 |
SOLE DISPOSITIVE POWER 0 | |
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WITH |
10 |
SHARED DISPOSITIVE POWER 196,078,276 | |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 196,078,276 | ||
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 86.57% | ||
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14 |
TYPE OF REPORTING PERSON CO | ||
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4 |
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1 |
NAMES OF REPORTING PERSONS CVRD International SA | ||
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o |
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3 |
SEC USE ONLY | ||
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4 |
SOURCE OF FUNDS BK, AF | ||
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)o | ||
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland | ||
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NUMBER OF |
7 |
SOLE VOTING POWER 0 | |
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BENEFICIALLY |
8 |
SHARED VOTING POWER 196,078,276 | |
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EACH REPORTING |
9 |
SOLE DISPOSITIVE POWER 0 | |
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WITH |
10 |
SHARED DISPOSITIVE POWER 196,078,276 | |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 196,078,276 | ||
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 86.57% | ||
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14 |
TYPE OF REPORTING PERSON CO | ||
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5 |
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1 |
NAMES OF REPORTING PERSONS CVRD Canada Inc. | ||
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o |
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3 |
SEC USE ONLY | ||
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4 |
SOURCE OF FUNDS BK, AF | ||
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)o | ||
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Canada | ||
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NUMBER OF |
7 |
SOLE VOTING POWER 0 | |
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BENEFICIALLY |
8 |
SHARED VOTING POWER 196,078,276 | |
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EACH REPORTING |
9 |
SOLE DISPOSITIVE POWER 0 | |
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WITH |
10 |
SHARED DISPOSITIVE POWER 196,078,276 | |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 196,078,276 | ||
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 86.57% | ||
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14 |
TYPE OF REPORTING PERSON CO | ||
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6 |
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1 |
NAMES OF REPORTING PERSONS Itabira North America | ||
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | ||
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3 |
SEC USE ONLY | ||
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4 |
SOURCE OF FUNDS BK, AF | ||
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)o | ||
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Canada | ||
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NUMBER OF |
7 |
SOLE VOTING POWER 0 | |
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BENEFICIALLY |
8 |
SHARED VOTING POWER 196,078,276 | |
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EACH REPORTING |
9 |
SOLE DISPOSITIVE POWER 0 | |
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WITH |
10 |
SHARED DISPOSITIVE POWER 196,078,276 | |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 196,078,276 | ||
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 86.57% | ||
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14 |
TYPE OF REPORTING PERSON CO | ||
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7 |
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Item 1. |
Security and Issuer |
This statement constitutes Amendment No. 1 to the Schedule 13D relating to the common shares (the “Shares”) of Inco Limited, a corporation existing under the laws of Canada (“Inco”), and amends the Schedule 13D relating to the Shares filed on November 3, 2006 (the “Original 13D” and, together with this Amendment No. 1, the “Schedule 13D”), on behalf of the Filing Persons (as defined in the Original 13D). Capitalized terms used herein and not otherwise defined have the respective meanings ascribed thereto in the Original 13D. The executive offices of Inco are located at 145 King Street West, Suite 1500, Toronto, Ontario, Canada M5H 4B7.
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Item 5. |
Interest in Securities of the Issuer |
The information set forth in Item 5 of the Original Schedule 13D is hereby amended and restated to read in its entirety as follows.
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(a)–(b) |
The responses of the Filing Persons to Rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. As of the close of business on the date hereof, each of the Filing Persons may be deemed to beneficially own an aggregate of 196,078,276 Shares, representing approximately 86.57% of the outstanding Shares. Such percentage is based on 226,491,433 Shares, which the Filing Persons believe to have been the fully diluted number of Shares outstanding as of November 3, 2006. |
| CVRD Canada, as the sole equity holder of Itabira, may be deemed to control Itabira and may therefore have shared voting and dispositive power over the Shares that Itabira beneficially owns. | ||
| CVRD International, as the sole equity holder of CVRD Canada, may be deemed to indirectly control Itabira and have shared voting and dispositive power over the Shares that Itabira beneficially owns. | ||
| Rio Doce Holdings, as the sole equity holder of CVRD International, may be deemed to indirectly control Itabira and have shared voting and dispositive power over the Shares that Itabira beneficially owns. | ||
| CVRD Holdings, as the sole equity holder of Rio Doce Holdings, may be deemed to indirectly control Itabira and have shared voting and dispositive power over the Shares that Itabira beneficially owns. | ||
| CVRD, as the sole equity holder of CVRD Holdings, may be deemed to indirectly control Itabira and have shared voting and dispositive power over the Shares that Itabira beneficially owns. |
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8 |
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None of the Filing Persons and, to the best knowledge of the Filing Persons, none of the persons listed on Schedule I to the Original 13D, has beneficial ownership of any Shares, except as described in this Schedule 13D.
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(c) |
Effective as of midnight (Toronto time) on October 23, 2006, CVRD Canada took up 174,623,019 Shares, which were all the Shares tendered during the initial offering period of the Offer. On October 24, 2006, CVRD announced that it was extending the expiry date of the Offer from midnight (Toronto time) on Monday, October 23, 2006 to midnight (Toronto time) on Friday, November 3, 2006 in order to provide for a subsequent offering period within the meaning of Rule 14d-11 under the Securities Exchange Act of 1934, as amended. On November 6, 2006, CVRD announced that the subsequent offering period expired at midnight (Toronto time) on Friday, November 3, 2006. The following table sets forth the number of Shares taken up pursuant to the Offer during the subsequent offering period and the date of such take-up. |
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Date |
Number of Shares Taken Up |
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October 24, 2006 |
4 |
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October 25, 2006 |
2,105 |
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October 26, 2006 |
1,345 |
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October 27, 2006 |
427,674 |
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October 30, 2006 |
172,655 |
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October 31, 2006 |
1,207,037 |
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November 1, 2006 |
83,546 |
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November 2, 2006 |
11,735,074 |
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November 3, 2006 |
7,825,817 |
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Total |
21,455,257 |
CVRD Canada effected all of the transactions described above at a price per Share of Cdn.$86.00.
Effective November 1, 2006, CVRD Canada transferred all Shares held by it to Itabira.
None of the Filing Persons and, to the best knowledge of the Filing Persons, none of the persons listed on Schedule I to the Original 13D, has effected any transaction in Shares during the 60 days preceding the date hereof, except as described in this Schedule 13D.
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(d) |
Not applicable. |
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(e) |
Not applicable. |
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Item 7. |
Material to be Filed as Exhibits. |
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9 |
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99.1 |
Agreement as to Joint Filing of Schedule 13D, dated November 3, 2006, by and among the Filing Persons |
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10 |
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SIGNATURE
After due 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: November 6, 2006
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COMPANHIA VALE DO RIO DOCE |
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By: /s/ Fábio de Oliveira Barbosa |
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Name: Fábio de Oliveira Barbosa | |||
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Title: Chief Financial Officer |
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By: /s/ Murilo Pinto de Oliveira Ferreira | ||
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Name: Murilo Pinto de Oliveira Ferreira Title: Executive Officer |
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CVRD HOLDINGS GMBH |
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By: /s/ Julianna Neumayer |
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Name: Julianna Neumayer Title: Director |
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By: /s/ Cláudio Renato Chaves Bastos |
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Name: Cláudio Renato Chaves Bastos Title: General Manager |
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RIO DOCE HOLDINGS AG |
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By: /s/ Fabio de Olveira Barbosa |
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Name: Fabio de Olveira Barbosa Title: Chief Financial Officer |
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By: /s/ Leonardo Moretzsohn de Andrade |
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Name: Leonardo Moretzsohn de Andrade |
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Title: Internal Controls Officer
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11 |
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CVRD INTERNATIONAL SA |
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By: /s/ Fabio de Olveira Barbosa |
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Name: Fabio de Olveira Barbosa |
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Title: Chief Financial Officer
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By: /s/ Leonardo Moretzsohn de Andrade |
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Name: Leonardo Moretzsohn de Andrade |
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Title: Internal Controls Officer
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CVRD CANADA INC. |
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By: /s/ Fábio de Oliveira Barbosa |
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Name: Fábio de Oliveira Barbosa | |||
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Title: Chief Financial Officer |
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By: /s/ Murilo Pinto de Oliveira Ferreira |
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Name: Murilo Pinto de Oliveira Ferreira |
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Title: Executive Officer |
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ITABIRA NORTH AMERICA INC. |
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By: /s/ Clovis Torres |
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Name: Clovis Torres |
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Title: Corporate General Counsel
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By: /s/ Guilherme Perboyre Cavalcanti |
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Name: Guilherme Perboyre Cavalcanti |
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Title: Director of Corporate Finance
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12 |
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