SC 13D/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Agrium Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
008916108
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(CUSIP Number)
Roger Barton
5650 Yonge Street, 5th Floor
Toronto, Ontario M2M 4H5
(416) 730-5321
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 26, 2000
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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 which 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 [ ].
*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).
<PAGE>
1. Name of Reporting Person:
Ontario Teachers' Pension Plan Board
2. Check the Appropriate Box if a Member of a Group: (a) |_|
(b) |_|
3. SEC Use Only
4. Source of Funds: 00-Other
5. Check box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e): |_|
6. Citizenship or Place of Organization: Ontario, Canada
Number of 7. Sole Voting Power: 5,360,574
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each 9. Sole Dispositive Power: 5,360,574
Reporting
Person 10. Shared Dispositive Power: -0-
With
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 5,360,574
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: |_|
13. Percent of Class Represented by Amount in Row (11): 4.7%
14. Type of Reporting Person: EP
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
Ontario Teachers' Pension Plan Board ("Teachers") hereby amends its Schedule 13D
Statement dated December 29, 1997, as amended by Amendment No.1 dated April
27,1998, as amended by Amendment No.2 dated January 7, 1999, as amended by
Amendment No.3 dated February 25, 1999, as amended by Amendment No.4 dated
October 26, 1999, as amended by Amendment No.5 dated March 20, 2000 and as
amended by Amendment No.6 dated October 18,2000 (the "Schedule 13D"), relating
to the Common Stock, $.01 par value (the "Stock"), of Agrium Inc. (the
"Issuer"). Unless otherwise indicated, all defined terms used herein shall have
the same meanings respectively ascribed to them in the Schedule 13D.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety as follows:
The source and amount of the funds used or to be used by the Reporting
Person to purchase shares of the Stock are as follows:
SOURCE OF FUNDS AMOUNT OF FUNDS
Pension Fund Assets 121,127,368.95(1)
(1) This figure represents the total amount expended by Teachers for all
purchases of shares of the Stock. For shares of Stock purchased on or before
December 19, 1997, Canadian dollar amounts are converted to U.S. dollar amounts
based on the exchange rate for December 19, 1997. For all purchases after
December 19, 1997 to the date of this Amendment, the exchange rate on the date
of such purchase is used.
<PAGE>
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(c) of Item 5 are hereby amended and restated in their entirety as
follows:
(a)-(b) At the close of business on October 26, 2000, Teachers beneficially
owned 5,360,574 shares of Stock pursuant to Rule 13d-3. Pursuant to information
provided by the Toronto Stock Exchange, 114,911,316 shares of Stock were
outstanding as of the close of
business October 26, 2000. Based on such information, the 5,360,574 shares of
Stock beneficially owned by Teachers as of the close of business on October 26,
2000 represent approximately 4.7% of the shares of the Stock outstanding.
Teachers has sole voting and dispositive power over all of the 5,360,574 shares
of Stock beneficially owned by it.
Except as described above, neither Teachers nor, to the best knowledge of
Teachers, any of the persons listed in Schedule A hereto beneficially owns any
shares of the Stock, other than Andrew Jones who beneficially owns 9 shares of
the Stock, which constitutes a de minimis percentage of the outstanding shares
of the Stock.
(c) Neither Teachers nor, to the best knowledge of Teachers, any of the
persons listed in Schedule A hereto effected any transactions in the shares of
the Stock in the past sixty days other than the following transactions which
were effected by Teachers on the Toronto Stock Exchange:
Date of Transaction Number of Purchase (P) Price per
Shares or Sale (S) Share (1)
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10/19/00 1,300 P $9.42
10/20/00 (400) S $9.41
10/25/00 1,400 P $9.72
10/25/00 300 P $9.72
10/26/00 (1,000,000) S $9.54
(1) Shares of the Stock were purchased and sold with Canadian dollars. The
prices per share of the Stock listed reflect the U.S. dollar equivalent on the
date of the transaction and are net of commissions.
<PAGE>
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.
DATED: October 27, 2000
ONTARIO TEACHERS' PENSION PLAN
BOARD, an Ontario, Canada corporation
By: /s/ Roger Barton
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Name: Roger Barton
Title: Vice President, General Counsel
and Secretary
