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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ______)*
Inco Limited
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(Name of Issuer)
VBN shares
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(Title of Class of Securities)
45325870
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(CUSIP Number)
Ronald W. Binns, Vice President, Finance - Chief Financial Officer, Suite 1900,
Box 2005, 20 Eglinton Avenue West, Toronto, Ontario M4R 1K8 Canada (416) 480-
6490
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(Name/Address/Telephone Number of Person Authorized to Receive Notices and
Communications)
January 25, 1999
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(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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).
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SCHEDULE 13D
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CUSIP NO. 453258709 PAGE 2 OF 8 PAGES
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Franco-Nevada Mining Corporation Limited
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Canada
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SOLE VOTING POWER
7
NUMBER OF 9,576,173 VBN Shares
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
N/A
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 9,576,173
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
N/A
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
9,576,173 by Franco-Nevada Mining Corporation Limited
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (SEE INSTRUCTIONS)
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
37%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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ITEM 1. SECURITY AND ISSUER
VBN shares of Inco Limited, a Canadian corporation whose principal executive
office is located at:
Suite 1500, 145 King Street West, Toronto, Ontario M5H 4B7 CANADA
The following is a list of the executive officers taken from the 1997 Annual
Report of Inco Limited:
Michael D. Sopko, Chairman and Chief Executive Officer
Scott M. Hand, President
Executive Vice-President:
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Stuart F. Feiner, Legal and Administration, General Counsel and Secretary
Peter J. Goudie, Primary Metals Marketing
Peter C. Jones, Technology and Project Development
Anthony E. Munday, Chief Financial Officer
Vice-Presidents:
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David A. Allen, Public and Government Affairs
Lorne M, Ames, Human Resources
Wm. Gordon Bacon, Primary Metals Technology
Bruce R. Conard, Health Science Advisor
W. Charles Ferguson, Environment, Health and Safety
Peter G. Garritsen, Engineering, Project Management and Technical Sales
ITEM 2. IDENTITY AND BACKGROUND
Franco-Nevada Mining Corporation Limited, a corporation incorporated under the
laws of Canada, is a public precious metals royalty company, having its
principal address at:
Suite 1900, Box 2005
20 Eglinton Avenue West
Toronto, Ontario M4R 1K8
Canada
During the last five years, Franco-Nevada has not been convicted in a criminal
proceeding as described in Item 2 (d) nor has it been party to a civil
proceeding as described in Item 2(e).
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The (Cdn.)$30,000,000 before commissions, used to purchase the VBN Shares
covered by this filing came from working capital.
ITEM 4. PURPOSE OF TRANSACTION
The additional 3,000,000 VBN shares were acquired for investment purposes by
Franco-Nevada to add to its total holdings, which now represent 9,576,173 VBN
shares or 37% of the class; however, Franco-Nevada will review its holdings in
VBN shares from time to time and may increase or decrease its position as future
circumstances dictate.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Franco-Nevada through a private transaction has acquired an additional 3,000,000
VBN shares to add to its total holdings, which now represent 9,576,173 VBN
shares or 37% of the issued and outstanding VBN shares of Inco Limited. The
agreement (attached as an exhibit) was entered into on January 25, 1999 and the
closing occurred through the facilities of The Toronto Stock Exchange on
February 1, 1999. The VBN shares are one of a number of classes of Inco Limited
securities to which are attached a right to vote. Franco-Nevada has sole power
to vote, to receive dividends and to dispose of the 9,576,173 VBN shares it now
holds.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Attached as an exhibit is the private agreement entered into with the vendor of
the 3,000,000 VBN shares dated January 25, 1999. An oral commission agreement
with the investment counsel relating to this transaction calls for a commission
of $0.10 per share commission.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Agreement between Franco-Nevada and Teck Corporation
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.
February 2, 1999 /s/ Sharon E. Dowdall
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Date Signature
Sharon E. Dowdall
Secretary
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Name/Title
