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0001130319-06-000764.txt : 20060908 0001130319-06-000764.hdr.sgml : 20060908 20060908170220 ACCESSION NUMBER: 0001130319-06-000764 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060908 DATE AS OF CHANGE: 20060908 GROUP MEMBERS: 1212707 ALBERTA LTD. GROUP MEMBERS: CANADIAN OIL SANDS TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CANADA SOUTHERN PETROLEUM LTD CENTRAL INDEX KEY: 0000016804 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 980085412 STATE OF INCORPORATION: A5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80168 FILM NUMBER: 061082389 BUSINESS ADDRESS: STREET 1: SUITE 250 STREET 2: 706 - 7 AVE SW CITY: CALGARY STATE: A0 ZIP: T2P 0Z1 BUSINESS PHONE: 403-668-5623 MAIL ADDRESS: STREET 1: SUITE 250 STREET 2: 706 - 7 AVE SW CITY: CALGARY STATE: A0 ZIP: T2P 0Z1 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CANADA SOUTHERN PETROLEUM LTD CENTRAL INDEX KEY: 0000016804 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 980085412 STATE OF INCORPORATION: A5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80168 FILM NUMBER: 061082390 BUSINESS ADDRESS: STREET 1: SUITE 250 STREET 2: 706 - 7 AVE SW CITY: CALGARY STATE: A0 ZIP: T2P 0Z1 BUSINESS PHONE: 403-668-5623 MAIL ADDRESS: STREET 1: SUITE 250 STREET 2: 706 - 7 AVE SW CITY: CALGARY STATE: A0 ZIP: T2P 0Z1 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Canadian Oil Sands LTD CENTRAL INDEX KEY: 0001366879 IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 2500 FIRST CANADIAN CENTRE STREET 2: 350-7TH AVENUE S.W. CITY: CALGARY STATE: A0 ZIP: T2P 3NP BUSINESS PHONE: 403-218-6200 MAIL ADDRESS: STREET 1: 2500 FIRST CANADIAN CENTRE STREET 2: 350-7TH AVENUE S.W. CITY: CALGARY STATE: A0 ZIP: T2P 3NP SC TO-T/A 1 o33030sctovtza.htm AMENDMENT NO. 6 sctovtza

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO
(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 6)

Canada Southern Petroleum Ltd.
(Name of Subject Company (Issuer))

1212707 Alberta Ltd.
Canadian Oil Sands Limited
Canadian Oil Sands Trust
(Name of Filing Persons (Offerors))

Common Shares
(Title of Class Securities)

135231108
(CUSIP Number of Class of Securities)

Trudy M. Curran
Canadian Oil Sands Limited
2500 First Canadian Centre
350 — 7^th Avenue S.W.
Calgary, Alberta, Canada T2P 3N9
(403) 218-6200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)

With a copies to:


Richard A. Shaw McCarthy Tétrault LLP 3300, 421 — 7^th Avenue S.W. Calgary, Alberta, Canada T2P 4K9 (403) 260-3636		Michael L. Hermsen Mayer, Brown, Rowe & Maw LLP 71 South Wacker Drive Chicago, IL 60606 (312) 782-0600

CALCULATION OF FILING FEE


		Transaction Valuation		Amount of Filing Fee
		$197,191,287.00¹		$21,099.47²

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Amount Previously Paid: $21,099.47		Filing Party:		1212707 Alberta Ltd.; Canadian Oil Sands Limited and Canadian Oil Sands Trust


¹		Estimated solely for the purpose of calculating the filing fee based on a transaction value equal to the product of $13.10 (the consideration being offered) and 15,052,770 (the number of outstanding common shares of Canada Southern Petroleum Ltd., assuming full conversion of all outstanding exercisable options for common shares of Canada Southern Petroleum Ltd.

²		The amount of the filing fee is calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, which is equal to $107 for each $1,000,000 of transaction value.


Form or Registration No.: Schedule TO		Date Filed:		June 26, 2006, July 5, 2006, July 14, 2006, August 1, 2006, August 8, 2006 and August 22, 2006

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

þ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: þ

CUSIP No. 135231108



1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

	1212707 Alberta Ltd.


2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a	)
		(b	)



3.	SEC Use Only:



4.	Source of Funds (See Instructions): BK, WC



5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):



6.	Citizenship or Place of Organization: Alberta, Canada





Number of Shares		7.		Sole Voting Power: 11,744,806.736

Beneficially by
Owned by Each		8.		Shared Voting Power: 0

Reporting Person
With		9.		Sole Dispositive Power: 11,744,806.736


		10.		Shared Dispositive Power: 0



11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 11,744,806.736



12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):



13.	Percent of Class Represented by Amount in Row (11): 78%



14.	Type of Reporting Person (See Instructions): CO

CUSIP No. 135231108



1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

	Canadian Oil Sands Limited


2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a	)
		(b	)



3.	SEC Use Only:



4.	Source of Funds (See Instructions): BK, WC



5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):



6.	Citizenship or Place of Organization: Alberta, Canada





Number of Shares		7.		Sole Voting Power: 11,744,806.736

Beneficially by
Owned by Each		8.		Shared Voting Power: 0

Reporting Person
With		9.		Sole Dispositive Power: 11,744,806.736


		10.		Shared Dispositive Power: 0



11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 11,744,806.736



12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):



13.	Percent of Class Represented by Amount in Row (11): 78%



14.	Type of Reporting Person (See Instructions): CO

CUSIP No. 135231108



1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

	Canadian Oil Sands Trust


2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a	)
		(b	)



3.	SEC Use Only:



4.	Source of Funds (See Instructions): BK, WC



5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):



6.	Citizenship or Place of Organization: Alberta, Canada





Number of Shares		7.		Sole Voting Power: 11,744,806.736

Beneficially by
Owned by Each		8.		Shared Voting Power: 0

Reporting Person
With		9.		Sole Dispositive Power: 11,744,806.736


		10.		Shared Dispositive Power: 0


11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 11,744,806.736



12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):



13.	Percent of Class Represented by Amount in Row (11): 78%



14.	Type of Reporting Person (See Instructions): CO

This Amendment No. 6 is filed with the Securities and Exchange Commission (the “SEC”) on September 8, 2006 (“Amendment No. 6”) by (1) 1212707 Alberta Ltd, a corporation incorporated under the laws of the Province of Alberta, Canada (the “Offeror”), which is a wholly owned subsidiary of Canadian Oil Sands Limited, a corporation incorporated under the laws of the Province of Alberta, Canada (“Acquiror”); (2) Acquiror, which is a wholly owned subsidiary of Canadian Oil Sands Trust (“Trust”), an open-ended investment trust formed under the laws of the Province of Alberta, Canada; and (3) Trust; and amends the Tender Offer Statement on Schedule TO originally filed with the SEC on June 26, 2006 by Offeror and Acquiror (“Schedule TO”) and amended July 5, 2006 by Amendment No. 1 to the Schedule TO (“Amendment No. 1”), July 14, 2006 by Amendment No. 2 to the Schedule TO (“Amendment No. 2”), August 1, 2006 by Amendment No. 3 to the Schedule TO (“Amendment No. 3”), August 8, 2006 by Amendment No. 4 to the Schedule TO (“Amendment No. 4”) and August 8, 2006 by Amendment No. 5 to the Schedule TO (“Amendment No. 5”). The Schedule TO, as amended by Amendment No. 1 through Amendment No. 6, relates to the Offer by Offeror to purchase all of the issued and outstanding common shares (including the common shares that become outstanding upon the exercise of options to acquire common shares) together with associated rights (collectively, the “Common Shares”) of Canada Southern Petroleum Ltd., at a price per Common Share of $13.10 in cash. The Offer is subject to the terms and conditions set forth in the Offer to Purchase dated June 26, 2006 (the “Offer to Purchase”) as amended by the Notice of Variation dated July 5, 2006, the Notice of Variation dated July 14, 2006 (collectively, the “Notices of Variation”), the Notice of Variation and Extension dated August 8, 2006 (the “Notice of Variation and Extension”) and the Notice of Extension dated August 22, 2006, which also constitutes a “subsequent offering period” under U.S. securities laws (the “Notice of Extension”). The Offer to Purchase, as amended by the Notices of Variation, the related Letter of Transmittal, as revised (the “Letter of Transmittal”), the Notice of Variation and Extension and the Notice of Extension, copies of which are filed as exhibits hereto, constitute the “Offer.”

Pursuant to General Instruction F to Schedule TO, the information set forth in the Offer to Purchase, the Notices of Variation, the Letter of Transmittal, the Notice of Guaranteed Delivery, the Notice of Extension and Variation and the Notice of Extension, including all schedules, exhibits and annexes thereto, is hereby expressly incorporated by reference in response to all items of information required to be included in, or covered by, the Schedule TO and is supplemented by the information specifically provided for herein.

The information set forth in the Offer to Purchase incorporated by reference in the Schedule TO in response to Item 1 through 10 and Item 13 of Schedule TO, as amended, is hereby further amended and supplemented by the Notice of Extension.

11. Additional Information.

Item 11 is hereby amended and supplemented with the addition of the following information:

At 12:00 Midnight (Pacific Daylight Time) on Wednesday, September 6, 2006, the subsequent offering period expired. In the Offer, an aggregate of 11,744,806.736 Common Shares were validly tendered and not withdrawn, representing approximately 78% of the outstanding Common Shares. All Common Shares validly tendered and not withdrawn prior to the expiration of the Offer were accepted for payment by Offeror. As promptly as practicable, the Offeror, Acquiror and Trust intend to take all action within their control to effect an amalgamation in which all remaining Shareholders will receive the same consideration for their Common Shares as the Shareholders who tendered their Common Shares in the Offer.

12. Exhibits.

Item 12 is hereby amended and supplemented with the addition of the following exhibit:

(a)(5)(x) Press Release dated September 7, 2006

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.


	1212707 ALBERTA LTD.
	By:	/s/ Allen R. Hagerman
	Name:	Allen R. Hagerman
	Title:	Chief Financial Officer


	CANADIAN OIL SANDS LIMITED
	By:	/s/ Allen R. Hagerman
	Name:	Allen R. Hagerman
	Title:	Chief Financial Officer


	CANADIAN OIL SANDS TRUST by its manager, CANADIAN OIL SANDS LIMITED
	By:	/s/ Allen R. Hagerman
	Name:	Allen R. Hagerman
	Title:	Chief Financial Officer

EX-99.(A)(5)(X) 2 o33030exvxayx5yxxy.htm PRESS RELEASE DATED SEPTEMBER 7, 2006 exvxayx5yxxy


		NEWS RELEASE For immediate release

Canadian Oil Sands takes up approximately 78 per cent of Canada Southern Petroleum shares

Calgary, AB, Sept. 7, 2006 (TSX — COS.UN) — Canadian Oil Sands Trust (the “Trust”) today announced that its wholly owned subsidiaries, Canadian Oil Sands Limited and 1212707 Alberta Ltd. (“Canadian Oil Sands”), have taken up approximately 11.7 million common shares of Canada Southern Petroleum Ltd. (“Canada Southern”) (NASDAQ:CSPLF / TSX:CSW) validly deposited under Canadian Oil Sands’ offer, representing approximately 78 per cent of the outstanding common shares of Canada Southern. Canadian Oil Sands’ offering period for the deposit of outstanding common shares of Canada Southern expired midnight (Pacific daylight time) on Wednesday, Sept. 6, 2006.

Canadian Oil Sands intends to acquire the remaining Common Shares not tendered to its offer by way of amalgamation. A meeting of Canada Southern shareholders has been scheduled for October 25 at the Petroleum Club in Calgary, Alberta.

RBC Capital Markets acted as financial advisors to Canadian Oil Sands in this transaction. This release does not constitute an offer to purchase or a solicitation of an offer to sell securities.

Canadian Oil Sands Trust provides a pure investment opportunity in the oil sands through its 35.49 per cent working interest in the Syncrude Project. Located near Fort McMurray, Alberta, Syncrude operates large oil sands mines and an upgrading facility that produces a light, sweet crude oil. Canadian Oil Sands is an open-ended investment trust, which allows it to make distributions on a tax-efficient basis. The Trust is managed by Canadian Oil Sands Limited and has approximately 468 million units outstanding, trading on the Toronto Stock Exchange under the symbol COS.UN.

Advisory: In the interest of providing Canadian Oil Sands Trust (the “Trust”) unitholders and potential investors with information regarding the Trust, including management’s assessment of the Trust’s future plans and operations, certain statements throughout this press release contain “forward-looking statements”. Forward-looking statements in this release include, but are not limited to, statements with respect to: the timing of its plans to undertake further action to acquire the remaining Canada Southern shares.

You are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur. Although the Trust believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will

prove to be correct. Some of the risks and other factors which could cause results to differ materially from those expressed in the forward-looking statements contained in this press release include, but are not limited to: the regulatory requirements relating to shareholder meetings and amalgamations; general economic conditions; the price of crude oil and natural gas; government regulations and the nature of discretionary orders; and such other risks and uncertainties described from time to time in the reports and filings made with securities regulatory authorities by the Trust. We would refer you to the risks and assumptions further outlined in the Trust’s annual information form and annual and quarterly financial reports.

-30-


Canadian Oil Sands Limited		For further information:
Marcel Coutu President & Chief Executive Officer Units Listed — Symbol: COS.UN Toronto Stock Exchange		Siren Fisekci Director Investor Relations (403) 218-6228 investor_relations@cos-trust.com Web site: www.cos-trust.com

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