UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G - Amendment No. 2
Under the Securities Exchange Act of 1934
Canadian Pacific Railway Limited
--------------------------------------------------------------------------------
(Name of Issuer)
Common Shares
--------------------------------------------------------------------------------
(Title of Class of Securities)
13645T100
--------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2005
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
-------------------------
*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 the
disclosures provided in a prior cover page.
The information required in 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).
Sec 1745 (6/01)
--------------------------------------------------------------------------------
CUSIP No. 13645T100 13G
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Canada Pension Plan Investment Board / Not applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
Not applicable
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
3,986,890
NUMBER OF ------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
THE ------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 3,986,890
------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THE REPORTING PERSON
3,986,890
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.53%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
2
Item 1(a). Name of Issuer
The name of the issuer is Canadian Pacific Railway Limited (the
"Company").
Item 1(b). Address of Issuer's Principal Executive Offices
The principal executive offices of the Company are located at Suite 920,
Gulf Canada Square, 401 9th Avenue, S.W., Calgary, Alberta T2P 4Z4, Canada.
Item 2(a). Name of Person Filing
This statement is being filed by Canada Pension Plan Investment Board
("CPP Investment Board").
Item 2(b). Address of Principal Business Office or, if none, Residence
The address of the principal business office of the reporting person is
One Queen Street East, Suite 2600, Toronto, Ontario M5C 2W5, Canada.
Item 2(c). Citizenship
Canada.
Item 2(d). Title of Class of Securities
The securities to which this statement relates are Common Shares (the
"Shares") of the Company.
Item 2(e). CUSIP Number
The CUSIP number of the Shares is 13645T100.
Item 3. If this statement is filed pursuant to ss.ss. 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
3
Item 4. Ownership
(a) As of December 31, 2005, CPP Investment Board directly owned
3,986,890 Shares.
(b) The Shares directly owned by CPP Investment Board represented
approximately 2.53% of the issued and outstanding Shares as of December
31, 2005.
(c) As of December 31, 2005, CPP Investment Board had the sole power
to vote or to direct the voting of the Shares and had the sole power to
dispose of or to direct the disposition of the Shares.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following. |X|
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.
4
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. As of December 31, 2005
Canada Pension Plan Investment Board
By: /s/ J. H. Butler
-------------------------------------
Name: J. H. Butler
Title: Vice President -
General Counsel and
Corporate Secretary
5