SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE TO/A

Tender Offer Statement under Section 14 (d) (1) or 13 (e) (1)

of the Securities Exchange Act of 1934

(Amendment No. 10)

 

INCO LIMITED

 

(Name of Subject Company (Issuer))

 

COMPANHIA VALE DO RIO DOCE

and

CVRD CANADA INC.

 

(Names of Filing Persons (Offerors))

 

Common Shares

 

(Title of Class of Securities)

 

CUSIP NO. 453258402

___________________

 

(CUSIP Number of Class of Securities)

 

Clovis Torres Junior

Companhia Vale do Rio Doce

Av. Graça Aranha 26

Rio de Janeiro, Brazil

(55) 21 3814-4477

 

Copies to:

 

(Name, Address and Telephone Numbers of Person

Authorized to Receive Notices and Communications on Behalf of Filing Persons)

 

 

 

 

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

 

 

 

 

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This Amendment No. 10 (the “Amendment”) amends and supplements the tender offer statement on Schedule TO (as amended, the “Schedule TO”) filed with the U.S. Securities and Exchange Commission on August 14, 2006 by Companhia Vale do Rio Doce, a corporation existing under the laws of Brazil (“CVRD”), and CVRD Canada Inc., a corporation existing under the laws of Canada and a wholly owned subsidiary of CVRD (“Offeror”).

 

The Schedule TO relates to the offer by Offeror to purchase all of the outstanding common shares of Inco Limited, a corporation existing under the laws of Canada (“Inco”), together with associated rights (the “SRP Rights”) issued and outstanding under the shareholder rights plan of Inco (together, the “Shares”), and including any Shares that may become issued and outstanding after the date of the Offer (as defined below) but prior to midnight on November 3, 2006, upon the conversion or exercise of any securities of Inco (other than SRP Rights) that are convertible or exercisable for Shares, at a purchase price of Cdn.$86.00 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer and Circular dated August 14, 2006 (as amended, the “Offer and Circular”) and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), which were annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, as amended by the Notice of Variation and Extension, dated September 26, 2006, filed with the Schedule TO as Exhibit (a)(1)(H), the Notice of Variation and Extension, dated October 13, 2006, filed with the Schedule TO as Exhibit (a)(1)(I) and the Notice of Extension and Subsequent Offering Period, dated October 24, 2006, filed with the Schedule TO as Exhibit (a)(1)(J). This Amendment is being filed on behalf of Offeror and CVRD. All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Schedule TO, including the Offer and Circular.

 

Item 8.   Interest in Securities of the Subject Company

 

Item 11.   Additional Information

 

Items 8 and 11 of the Schedule TO are hereby amended to include the following:

 

On November 6, 2006, CVRD announced the expiration of the subsequent offering period at midnight (Toronto time), on November 3, 2006. According to the Depositary, 21,455,257 Shares were deposited to the Offer during the subsequent offering period. The Offeror has taken up all deposited Shares. Combined with the 174,623,019 Shares taken up in respect of the initial offering period that expired at midnight (Toronto time) on October 23, 2006, CVRD now beneficially owns 196,078,276 Shares, representing 86.57% of the issued and outstanding Shares on a fully diluted basis.

 

The press release issued by CVRD announcing the expiration of the Offer is attached hereto as Exhibit (a)(5)(H).

 

 

 

 

 

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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

 

	COMPANHIA VALE DO RIO DOCE
	By: /s/ Fábio de Oliveira Barbosa
	Name: Fábio de Oliveira Barbosa
	Title: Chief Financial Officer
	By: /s/ Murilo Pinto de Oliveira Ferreira
	Name: Murilo Pinto de Oliveira Ferreira
	Title: Executive Officer
	CVRD CANADA INC.
	By: /s/ Guilherme Perboyre Cavalcanti
	Name: Guilherme Perboyre Cavalcanti
	Title: Chief Financial Officer
	By: /s/ Clovis Torres Junior
	Name: Clovis Torres Junior
	Title: Director

 

 

 

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