AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 11, 2002.
REGISTRATION NO. 333-
--------------------------------------------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM F-9
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------------------
BRASCAN CORPORATION
(Exact name of Registrant as specified in its charter)
1121, 1031, 1061,
ONTARIO 1311, 1321, 2421, 4939, 6311 NOT APPLICABLE
(Province or other Jurisdiction of (Primary Standard Industrial Classification (I.R.S. Employer Identification
Incorporation or Organization) Code Number, if applicable) Number, if applicable)
BCE PLACE, 181 BAY STREET
SUITE 4400, P.O. BOX 762
TORONTO, ONTARIO M5J 2T3
(416) 363-9491
(Address and telephone number of Registrant's principal executive offices)
ANDREW J. BECK, ESQ.
TORYS LLP
237 PARK AVENUE
NEW YORK, NEW YORK 10017-3142
(212) 880-6000
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
--------------------------------------------------------------------------------
COPIES TO:
CANDY SAGA, ESQ.
TORYS LLP
SUITE 3000, MARITIME LIFE TOWER
TORONTO DOMINION CENTRE
TORONTO, CANADA M5K 1N2
(416) 865-0040
--------------------------------------------------------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
PROVINCE OF ONTARIO, CANADA
(Principal jurisdiction regulating this offering)
--------------------------
It is proposed that this filing shall become effective (check appropriate box
below):
A. [ ] upon filing with the Commission, pursuant to Rule 467(a) (if in
connection with an offering being made contemporaneously in the United
States and Canada).
B. [X] at some future date (check appropriate box below)
1. [ ] pursuant to Rule 467(b) on ( ) at ( ) (designate a time not sooner
than seven calendar days after filing).
2. [ ] pursuant to Rule 467(b) on ( ) at ( ) (designate a time seven
calendar days or sooner after filing) because the securities
regulatory authority in the review jurisdiction has issued a receipt
or notification of clearance on ( ).
3. [X] pursuant to Rule 467(b) as soon as practicable after notification
of the Commission by the Registrant or the Canadian securities
regulatory authority of the review jurisdiction that a receipt or
notification of clearance has been issued with respect hereto.
4. [ ] after the filing of the next amendment to this Form (if
preliminary material is being filed).
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to the home jurisdiction's shelf
prospectus offering procedures, check the following box. [X]
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
Title of each class of Amount Proposed maximum Proposed maximum Amount of
securities to be offering price aggregate registration fee
to be registered registered per security (1) offering price (1)
--------------------------------------------------------------------------------------------------------------------------
Debt Securities.............. US $400,000,000 100% US $400,000,000 $36,800.00
==========================================================================================================================
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 of the Securities Act of 1933, as amended.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933 THE PROSPECTUS
CONTAINED IN THIS REGISTRATION STATEMENT RELATES TO REGISTRATION STATEMENT
NO. 333-14130.
--------------------------------------------------------------------------------
PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
I-1
AMENDMENT NO. 1 DATED JUNE 7, 2002 TO THE SHORT FORM SHELF PROSPECTUS DATED
NOVEMBER 29, 2001
This Amendment, together with the Short Form Shelf Prospectus dated November 29,
2001, constitutes a public offering of these securities only in those
jurisdictions where they may be lawfully offered for sale and therein only by
persons permitted to sell such securities. No securities regulatory authority
has expressed an opinion about these securities and it is an offence to claim
otherwise.
[BRASCAN CORPORATION LOGO]
DEBT SECURITIES
US$900,000,000
The short form shelf prospectus (the "Prospectus") dated November 29, 2001
of Brascan Corporation is amended by providing that the maximum aggregate
offering amount of debt securities that may be offered and issued from time to
time under the Prospectus is increased from US$500,000,000 to US$900,000,000
and, in particular, deleting the references to US$500,000,000 contained on the
face page of the Prospectus and substituting therefor "US$900,000,000". The
first paragraph of the text on the face page of the Prospectus, as so amended,
reads as follows:
"Debt securities (the "Debt Securities") of Brascan Corporation (the
"Company") may be offered hereunder in one or more series in an
aggregate principal amount of up to U.S.$900,000,000 (or the
equivalent in other currencies or currency units) or, if any Debt
Securities are offered at an original issue discount, such greater
amount as shall result in an aggregate offering price of
U.S.$900,000,000. Debt Securities of any series may be offered in such
amount and with such terms as may be determined in light of market
conditions. The specific designation, aggregate principal amount,
denomination (which may be in United States dollars, in any other
currency or in units based on or relating to foreign currencies),
maturity, rate (which may be fixed or variable) and time of payment of
interest, if any, any terms for redemption at the option of the
Company or the holders, any terms for sinking fund payments, any
listing on a securities exchange, the initial public offering price
(or the manner of determination thereof if offered on a non-fixed
price basis) and any other terms in connection with the offering and
sale of each series of Debt Securities in respect of which this
Prospectus is being delivered (the "Offered Securities") will be set
forth in a supplement to this Prospectus relating thereto (a
"Prospectus Supplement")."
PURCHASERS' STATUTORY RIGHTS
Securities legislation in certain of the provinces of Canada provides
purchasers with the right to withdraw from an agreement to purchase securities
within two business days after receipt or deemed receipt of a prospectus and any
amendment. In several of the provinces, securities legislation further provides
a purchaser with remedies for rescission or, in some jurisdictions, damages if
the prospectus and any amendment contain a misrepresentation or are not
delivered to the purchaser, but such remedies must be exercised by the purchaser
within the time limit prescribed by the securities legislation of the
purchaser's province. A purchaser should refer to any applicable provisions of
the securities legislation of the purchaser's province for the particulars of
these rights or consult with a legal advisor.
This short form prospectus has been filed under legislation in each of the
provinces of Canada that permits certain information about these securities to
be determined after this prospectus has become final and that permits the
omission from this prospectus of that information. The legislation requires the
delivery to purchasers of a prospectus supplement containing the omitted
information within a specified period of time after agreeing to purchase any of
these securities.
No securities regulatory authority has expressed an opinion about these
securities and it is an offence to claim otherwise. This short form prospectus
constitutes a public offering of these securities only in those jurisdictions
where they may be lawfully offered for sale and therein only by persons
permitted to sell such securities. INFORMATION HAS BEEN INCORPORATED BY
REFERENCE IN THIS PROSPECTUS FROM DOCUMENTS FILED WITH SECURITIES COMMISSIONS OR
SIMILAR AUTHORITIES IN CANADA. Copies of the documents incorporated herein by
reference may be obtained on request without charge from the office of the
Corporate Secretary of the Company at Suite 4400, BCE Place, 181 Bay Street,
Toronto, Ontario, Canada, M5J 2T3, (416) 363-9491.
BASE SHELF PROSPECTUS
FINAL SHORT FORM PROSPECTUS DATED NOVEMBER 29, 2001
US$500,000,000
[BRASCAN CORPORATION LOGO]
DEBT SECURITIES
------------------------
Debt securities (the "Debt Securities") of Brascan Corporation (the
"Company") may be offered hereunder in one or more series in an aggregate
principal amount of up to U.S.$500,000,000 (or the equivalent in other
currencies or currency units) or, if any Debt Securities are offered at an
original issue discount, such greater amount as shall result in an aggregate
offering price of U.S.$500,000,000. Debt Securities of any series may be offered
in such amount and with such terms as may be determined in light of market
conditions. The specific designation, aggregate principal amount, denomination
(which may be in United States dollars, in any other currency or in units based
on or relating to foreign currencies), maturity, rate (which may be fixed or
variable) and time of payment of interest, if any, any terms for redemption at
the option of the Company or the holders, any terms for sinking fund payments,
any listing on a securities exchange, the initial public offering price (or the
manner of determination thereof if offered on a non-fixed price basis) and any
other terms in connection with the offering and sale of each series of Debt
Securities in respect of which this Prospectus is being delivered (the "Offered
Securities") will be set forth in a supplement to this Prospectus relating
thereto (a "Prospectus Supplement").
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
THIS OFFERING IS MADE BY A CANADIAN ISSUER THAT IS PERMITTED, UNDER A
MULTIJURISDICTIONAL DISCLOSURE SYSTEM ADOPTED BY THE UNITED STATES, TO PREPARE
THIS PROSPECTUS IN ACCORDANCE WITH THE DISCLOSURE REQUIREMENTS OF ITS HOME
COUNTRY. PROSPECTIVE INVESTORS SHOULD BE AWARE THAT SUCH REQUIREMENTS ARE
DIFFERENT FROM THOSE OF THE UNITED STATES. THE FINANCIAL STATEMENTS INCLUDED OR
INCORPORATED HEREIN HAVE BEEN PREPARED IN ACCORDANCE WITH CANADIAN GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES, AND ARE SUBJECT TO CANADIAN AUDITING AND AUDITOR
INDEPENDENCE STANDARDS, AND THUS MAY NOT BE COMPARABLE TO FINANCIAL STATEMENTS
OF UNITED STATES COMPANIES.
PROSPECTIVE INVESTORS SHOULD BE AWARE THAT THE ACQUISITION OF THE DEBT
SECURITIES MAY HAVE TAX CONSEQUENCES BOTH IN THE UNITED STATES AND IN CANADA.
SUCH CONSEQUENCES FOR INVESTORS WHO ARE RESIDENT IN, OR CITIZENS OF, THE UNITED
STATES MAY NOT BE DESCRIBED FULLY HEREIN OR IN A PROSPECTUS SUPPLEMENT.
PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO
THEIR PARTICULAR CIRCUMSTANCES.
THE ENFORCEMENT BY INVESTORS OF CIVIL LIABILITIES UNDER THE FEDERAL
SECURITIES LAWS MAY BE AFFECTED ADVERSELY BY THE FACT THAT THE COMPANY IS
INCORPORATED OR ORGANIZED UNDER THE LAWS OF THE PROVINCE OF ONTARIO, THAT SOME
OR ALL OF ITS OFFICERS AND DIRECTORS MAY BE RESIDENTS OF CANADA, THAT SOME OR
ALL OF THE UNDERWRITERS OR EXPERTS NAMED IN THE REGISTRATION STATEMENT MAY BE
RESIDENTS OF CANADA AND THAT ALL OR A SUBSTANTIAL PORTION OF THE ASSETS OF THE
COMPANY AND SAID PERSONS MAY BE LOCATED OUTSIDE THE UNITED STATES.
The Company may sell Debt Securities to or through underwriters or dealers
or directly to investors or through agents. The Prospectus Supplement relating
to each series of Offered Securities will identify each person who may be deemed
to be an underwriter with respect to such series and will set forth the terms of
the offering of such series, including, to the extent applicable, the initial
public offering price, the proceeds to the Company, the underwriting commissions
and any other concessions to be allowed or reallowed to dealers. The managing
underwriter or underwriters with respect to each series sold to or through
underwriters will be named in the related Prospectus Supplement.
The date of this Prospectus is November 29, 2001.
TABLE OF CONTENTS
PAGE
----
Documents Incorporated by Reference......................... 2
Available Information....................................... 4
Special Note Regarding Forward-Looking Information.......... 4
The Company................................................. 4
Use of Proceeds............................................. 5
Earnings Coverage Ratios.................................... 5
Description of Debt Securities.............................. 6
Plan of Distribution........................................ 15
Legal Matters............................................... 15
Experts..................................................... 16
Documents Filed as Part of the Registration Statement....... 16
In this Prospectus, unless the context otherwise indicates, references to
the "Company" refer to Brascan Corporation and references to "Brascan" refer to
the Company and its direct and indirect subsidiaries.
All dollar amounts set forth in this Prospectus and any Prospectus
Supplement are in Canadian dollars, except where otherwise indicated. The
following table sets forth, for each period indicated, information concerning
the exchange rates between U.S. dollars and Canadian dollars based on the
inverse of the noon buying rate in the City of New York on the last business day
of each month during the period for cable transfers as certified for customs
purposes by the Federal Reserve Bank of New York (the "noon buying rate"). The
table illustrates how many U.S. dollars it would take to buy one Canadian
dollar. On November 28, 2001, the inverse noon buying rate was U.S.$0.6308 per
Cdn.$1.00.
YEARS ENDED DECEMBER 31
-------------------------------------
2000 1999 1998 1997 1996
----- ----- ----- ----- -----
Low............................................ .6410 .6535 .6341 .6945 .7235
High........................................... .6969 .6925 .7105 .7487 .7513
Average(1)..................................... .6725 .6744 .6714 .7199 .7330
Period End..................................... .6669 .6925 .6504 .6999 .7301
---------------
NOTE:
(1) The average of the daily noon buying rates on the last business day of each
month during the applicable period.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents, filed with the securities regulatory authorities
in each of the provinces of Canada, are specifically incorporated by reference
in, and form an integral part of, this Prospectus:
(a) the Company's annual information form dated May 15, 2001;
(b) the unaudited comparative consolidated financial statements of the
Company contained in the interim report to shareholders for the nine
months ended September 30, 2001;
(c) the audited comparative consolidated financial statements of the
Company and the notes thereto for the financial year ended December 31,
2000, together with the report of the auditors thereon, found at pages
41 through 56 of Brascan's 2000 annual report;
(d) the financial analysis and review section contained in pages 19 to 40
of the Company's 2000 annual report;
(e) management's discussion and analysis of financial condition and results
of operations dated November 7, 2001 contained in the interim report to
shareholders for the nine months ended September 30, 2001; and
2
(f) the Company's management information circular dated February 28, 2001
in connection with the April 27, 2001 Annual and Special Meeting of
Shareholders, other than the sections entitled "Executive Compensation"
and "Performance Graph".
ALL DOCUMENTS OF THE COMPANY OF THE TYPE REFERRED TO ABOVE AND ANY MATERIAL
CHANGE REPORTS (EXCLUDING CONFIDENTIAL REPORTS) WHICH ARE REQUIRED TO BE FILED
BY THE COMPANY WITH THE ONTARIO SECURITIES COMMISSION AFTER THE DATE OF THIS
PROSPECTUS AND PRIOR TO THE TERMINATION OF THE OFFERING SHALL BE DEEMED TO BE
INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. IN ADDITION, ANY REPORT ON FORM
6-K OR FORM 40-F FILED BY THE COMPANY WITH THE SECURITIES AND EXCHANGE
COMMISSION (THE "COMMISSION") AFTER THE DATE OF THIS PROSPECTUS SHALL BE DEEMED
TO BE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS IF AND TO THE EXTENT
EXPRESSLY PROVIDED IN SUCH REPORT.
ANY STATEMENT CONTAINED IN A DOCUMENT INCORPORATED OR DEEMED TO BE
INCORPORATED BY REFERENCE HEREIN SHALL BE DEEMED TO BE MODIFIED OR SUPERSEDED
FOR THE PURPOSES OF THIS PROSPECTUS TO THE EXTENT THAT A STATEMENT CONTAINED
HEREIN OR IN ANY OTHER SUBSEQUENTLY FILED DOCUMENT WHICH ALSO IS OR IS DEEMED TO
BE INCORPORATED BY REFERENCE HEREIN MODIFIES OR SUPERSEDES SUCH STATEMENT. THE
MODIFYING OR SUPERSEDING STATEMENT NEED NOT STATE THAT IT HAS MODIFIED OR
SUPERSEDED A PRIOR STATEMENT OR INCLUDE ANY OTHER INFORMATION SET FORTH IN THE
DOCUMENT THAT IT MODIFIES OR SUPERSEDES. THE MAKING OF A MODIFYING OR
SUPERSEDING STATEMENT SHALL NOT BE DEEMED AN ADMISSION FOR ANY PURPOSES THAT THE
MODIFIED OR SUPERSEDED STATEMENT, WHEN MADE, CONSTITUTED A MISREPRESENTATION, AN
UNTRUE STATEMENT OF A MATERIAL FACT OR AN OMISSION TO STATE A MATERIAL FACT THAT
IS REQUIRED TO BE STATED OR THAT IS NECESSARY TO MAKE A STATEMENT NOT MISLEADING
IN LIGHT OF THE CIRCUMSTANCES IN WHICH IT WAS MADE. ANY STATEMENT SO MODIFIED OR
SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED, TO
CONSTITUTE A PART OF THIS PROSPECTUS.
UPON A NEW ANNUAL INFORMATION FORM AND NEW ANNUAL FINANCIAL STATEMENTS
BEING FILED WITH AND, WHERE REQUIRED, ACCEPTED BY THE APPLICABLE SECURITIES
REGULATORY AUTHORITIES DURING THE CURRENCY OF THIS PROSPECTUS, THE PREVIOUS
ANNUAL INFORMATION FORM, THE PREVIOUS ANNUAL FINANCIAL STATEMENTS AND ALL
INTERIM FINANCIAL STATEMENTS, MATERIAL CHANGE REPORTS AND INFORMATION CIRCULARS
FILED PRIOR TO THE COMMENCEMENT OF THE THEN CURRENT FISCAL YEAR WILL BE DEEMED
NO LONGER TO BE INCORPORATED INTO THIS PROSPECTUS FOR PURPOSES OF FUTURE OFFERS
AND SALES OF DEBT SECURITIES HEREUNDER.
A Prospectus Supplement containing the specific terms of an offering of
Debt Securities will be delivered to purchasers of such Debt Securities together
with this Prospectus and will be deemed to be incorporated into this Prospectus
as of the date of such Prospectus Supplement but only for purposes of the
offering of Debt Securities covered by that Prospectus Supplement.
Where the Company updates its disclosure of earnings coverage ratios by a
Prospectus Supplement, the Prospectus Supplement filed with applicable
securities regulatory authorities that contains the most recent updated
disclosure of earnings coverage ratios and any Prospectus Supplement supplying
any additional or updated information the Company may elect to include (provided
that such information does not describe a material change that has not already
been the subject of a material change report or a prospectus amendment) will be
delivered to purchasers of Debt Securities together with this Prospectus and
will be deemed to be incorporated into this Prospectus as of the date of the
Prospectus Supplement.
Prospective investors should rely only on the information incorporated by
reference or contained in this Prospectus or any Prospectus Supplement and on
the other information included in the Registration Statement on Form F-9
relating to the Debt Securities and of which this Prospectus is a part. The
Company has not authorized anyone to provide different or additional
information.
COPIES OF THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE MAY BE OBTAINED ON
REQUEST WITHOUT CHARGE FROM THE CORPORATE SECRETARY OF THE COMPANY AT SUITE
4400, BCE PLACE, 181 BAY STREET, TORONTO, ONTARIO, CANADA, M5J 2T3 (TELEPHONE:
(416) 363-9491).
3
AVAILABLE INFORMATION
The Company has filed with the Commission under the Securities Act of 1933,
as amended (the "Securities Act"), a Registration Statement on Form F-9 relating
to the Debt Securities and of which this Prospectus is a part. This Prospectus
does not contain all of the information set forth in such Registration
Statement, to which reference is made for further information.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Commission. Under a
multijurisdictional disclosure system adopted by the United States, such reports
and other information may be prepared in accordance with the disclosure
requirements of Canada, which requirements are different from those of the
United States. Such reports and other information concerning the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at: Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
Room 1024; and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of these materials can be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
Certain statements included and incorporated by reference herein constitute
"forward-looking statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. These forward-looking statements include, but are
not limited to, references to future capital expenditures (including the amount
and nature thereof), business strategies and measures to implement strategies,
competitive strengths, goals, expansion and growth of Brascan's business and
operations, plans and references to the future success of Brascan. These
forward-looking statements are based on certain assumptions and analyses made by
the Company in light of its experience and its perception of historical trends,
current conditions and expected future developments as well as other factors it
believes are appropriate in the circumstances. However, whether actual results
and developments will conform with the expectations and predictions of the
Company is subject to a number of risks and uncertainties, including, but not
limited to: general economic, market or business conditions; fluctuations in the
value of the Canadian dollar relative to other currencies; fluctuations in
interest rates; the opportunities (or lack thereof) that may be presented to,
and pursued by, Brascan; competitive actions by other companies; conditions in
the natural resources, property, energy, financial and management services
industries; the cyclical nature of the resource operations and fluctuations in
commodity prices; changes in laws or regulations, including changes in the
regulations, standards and market expectation regarding the environment,
particularly in natural resources and energy operations; risks associated with
the economic, political and regulatory policies of local governments and laws
and policies of Canada, the United States and Brazil; the potential impact of
increased competition in the markets within which Brascan operates; and other
factors, many of which are beyond the control of Brascan. Consequently, all of
the forward-looking statements made in this Prospectus and the documents
incorporated by reference herein are qualified by these cautionary statements,
and there can be no assurance that the actual results or developments
anticipated by the Company will be realized or, even if substantially realized,
that they will have the expected consequences to, or effects on, the Company. As
a result of these factors, the Company's revenue and income could vary
significantly from quarter to quarter, and past financial performance should not
be considered a reliable indicator of future performance. All subsequent written
and oral forward-looking statements attributable to the Company or persons
acting on its behalf are expressly qualified in their entirety by the cautionary
statements set forth or referred to above in this paragraph. Investors are
cautioned not to place undue reliance on such statements which speak only as of
the date hereof. The Company undertakes no obligation to release publicly any
revision to these forward-looking statements to reflect events or circumstances
following the date hereof or to reflect the occurrence of unanticipated events,
except as may be required by securities laws.
THE COMPANY
Brascan owns and operates real estate, power generating, financial and
natural resource businesses, located principally in North and South America.
Brascan's goal is to build long-term shareholder value by
4
creating sustainable cash flows generated from high quality assets and by
continuously developing opportunities for future growth.
The Company's main areas of business are summarized below:
- PROPERTY OPERATIONS include owning and developing commercial office
properties in selected downtown markets and master-planned residential
communities, conducted directly and through 48%-owned Brookfield
Properties Corporation.
- ENERGY OPERATIONS include generating, transmitting and distributing
electricity and related power trading activities, conducted through
wholly-owned Great Lakes Power Inc.
- FINANCIAL OPERATIONS include a select range of financial, investment
management and other businesses, conducted directly and through
71%-owned Trilon Financial Corporation.
- NATURAL RESOURCE OPERATIONS include base metal mining and metallurgical
operations, conducted through 40%-owned Noranda Inc., and building
products and specialty paper operations, conducted directly and through
41%-owned Nexfor Inc.
The Company aims to achieve leadership in each of its businesses by
ensuring that their operations are competitive, by identifying new business
opportunities and allocating and employing capital efficiently among them, and
by encouraging synergies and mutually beneficial relationships with investment
partners, customers and suppliers.
RECENT DEVELOPMENTS
The following is a summary of significant recent developments affecting
Brascan since January 1, 2001.
In January 2001, Brascan increased its ownership of Trilon Financial
Corporation from 65% to 71% as a result of Trilon Financial Corporation
repurchasing 14.5 million of its own common shares.
In February 2001, Brascan increased its ownership of Great Lakes Power Inc.
from 93% to 100%.
During the period January to November 2001, Brascan increased its ownership
of Nexfor Inc. from 33% to 41%.
In August 2001, Brascan received rating upgrades for its long-term debt to
"A (low)" from "BBB (high)" from Dominion Bond Rating Service Limited ("DBRS")
and to "A-" from "BBB" from Standard & Poor's Rating Service ("S&P").
In September 2001, Brascan issued 10,000,000 Class A Preference Shares,
Series 10, for Cdn.$250,000,000.
In October 2001, Brascan, through its wholly-owned energy subsidiary, Great
Lakes Power Inc., agreed to purchase six hydroelectric power plants and
transmission facilities in northern Maine for U.S.$156.5 million.
USE OF PROCEEDS
Unless otherwise indicated in a Prospectus Supplement relating to a series
of Debt Securities, the net proceeds received by the Company from the sale of
Debt Securities will be used by the Company for general corporate purposes,
including increasing its interests in its principal business units and the
repayment of corporate debt.
EARNINGS COVERAGE RATIOS
Coverages include information in a form (referred to generally as the
"deconsolidated basis") which differs from Brascan's consolidated financial
statements in that the net investment and net income reflect
5
Brascan's common share investments in Great Lakes Power Inc., Brascan Brazil
Ltd. and Brascan's publicly traded operating affiliates, based on the equity
method of accounting.
Brascan's interest requirements for the 12 months ended September 30, 2001
and December 31, 2000 amounted to $99 million and $106 million (consolidated
basis -- $290 million and $276 million), respectively. Brascan's earnings before
interest and income tax for the 12 months ended September 30, 2001 and December
31, 2000 were $456 million and $899 million (consolidated basis -- $666 million
and $1,103 million), respectively, which are 4.6 and 8.5 times (consolidated
basis -- 2.3 times and 4.0 times) Brascan's aggregate interest requirements for
the respective periods.
Brascan's earnings from continuing operations before interest and income
tax for the 12 months ended September 30, 2001 and December 31, 2000 were $456
million and $494 million (consolidated basis -- $666 million and $698 million),
respectively, which are 4.6 times and 4.7 times (consolidated basis -- 2.3 times
and 2.5 times) Brascan's aggregate interest requirements for the respective
periods.
Interest on Brascan's convertible notes for the 12 months ended September
30, 2001 and December 31, 2000 were $4 million and $6 million, respectively, the
inclusion of which has a negligible effect on the ratios.
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and provisions
of the Debt Securities. The particular terms and provisions of the series of
Debt Securities offered by a Prospectus Supplement, and the extent to which the
general terms and provisions described below may apply thereto, will be
described in such Prospectus Supplement.
The Debt Securities will be issued under an indenture dated as of September
20, 1995, as supplemented, (the "Indenture") between the Company and Montreal
Trust Company of Canada, as trustee (the "Trustee"). The Indenture is subject to
the provisions of the Business Corporations Act (Ontario) and, consequently, is
exempt from the operation of certain provisions of the Trust Indenture Act of
1939 pursuant to Rule 4d-9 thereunder. A copy of the form of the Indenture has
been filed with the Commission as an exhibit to the Registration Statement of
which this Prospectus is a part. The following statements with respect to the
Indenture and the Securities (as hereinafter defined) are brief summaries of
certain provisions of the Indenture and do not purport to be complete; such
statements are subject to the detailed referenced provisions of the Indenture,
including the definition of capitalized terms used under this caption. Wherever
particular sections or defined terms of the Indenture are referred to, such
sections or defined terms are incorporated herein by reference as part of the
statement made, and the statement is qualified in its entirety by such
reference. The term "Securities", as used under this caption, refers to all
securities issued under the Indenture, including the Debt Securities.
GENERAL
The Indenture does not limit the aggregate principal amount of Offered
Securities (which may include debentures, notes and other unsecured evidences of
indebtedness) which may be issued thereunder, and Securities may be issued
thereunder from time to time in one or more series and may be denominated and
payable in foreign currencies or units based on or relating to foreign
currencies, including European Currency Units. Special Canadian and United
States federal income tax considerations applicable to any Securities so
denominated will be described in the Prospectus Supplement relating thereto. The
Securities offered pursuant to this Prospectus will be limited to
U.S.$500,000,000 (or the equivalent in other currencies or currency units)
aggregate principal amount. Unless otherwise indicated in the applicable
Prospectus Supplement, the Indenture also permits the Company to increase the
principal amount of any series of Securities previously issued and to issue such
increased principal amount. (Section 301) As of the date hereof,
U.S.$400,000,000 of Securities were issued under the Indenture.
The applicable Prospectus Supplement will set forth the following terms
relating to the Offered Securities: (1) the specific designation of the Offered
Securities; (2) any limit on the aggregate principal amount of the Offered
Securities; (3) the date or dates, if any, on which the Offered Securities will
mature
6
and the portion (if less than all of the principal amount) of the Offered
Securities to be payable upon declaration of acceleration of maturity; (4) the
rate or rates per annum (which may be fixed or variable) at which the Offered
Securities will bear interest, if any, the date or dates from which any such
interest will accrue and on which any such interest will be payable and the
Regular Record Dates for any interest payable on the Offered Securities which
are in registered form ("Registered Securities"); (5) any mandatory or optional
redemption or sinking fund provisions, including the period or periods within
which the price or prices at which and the terms and conditions upon which the
Offered Securities may be redeemed or purchased at the option of the Company or
otherwise; (6) whether the Offered Securities will be issuable in registered
form or bearer form or both and, if issuable in bearer form, the restrictions as
to the offer, sale and delivery of the Offered Securities in bearer form and as
to exchanges between registered and bearer form; (7) whether the Offered
Securities will be issuable in the form of one or more registered global
securities ("Registered Global Securities") and, if so, the identity of the
Depository for such Registered Global Securities; (8) the denominations in which
any of the Securities will be issuable if in other than denominations of
U.S.$1,000 and any multiple thereof; (9) each office or agency where the
principal of, and any premium and interest on, the Offered Securities will be
payable and each office or agency where the Offered Securities may be presented
for registration of transfer or exchange; (10) if other than U.S. dollars, the
foreign currency or the units based on or relating to foreign currencies in
which the Offered Securities are denominated and/or in which the payment of the
principal of, and any premium and interest on, the Offered Securities will or
may be payable; (11) any index pursuant to which the amount of payments of
principal of, and any premium and interest on, the Offered Securities will or
may be determined; (12) any other terms of the Offered Securities, including
covenants and additional Events of Default. Special Canadian and United States
federal income tax considerations applicable to Securities, the amount of
principal thereof and any premium and interest thereon which is determined by
reference to an index will be described in the Prospectus Supplement relating
thereto. Unless otherwise indicated in the applicable Prospectus Supplement, the
Indenture does not afford the Holders the right to tender Securities to the
Company for repurchase, or provide for any increase in the rate or rates of
interest per annum at which the Securities will bear interest, in the event the
Company should become involved in a highly leveraged transaction or in the event
of a change in control of the Company. (Section 301)
Securities may be issued under the Indenture bearing no interest or
interest at a rate below the prevailing market rate at the time of issuance, to
be offered and sold at a discount below their stated principal amount. The
Canadian and United States federal income tax consequences and other special
considerations applicable to any such discounted Securities or other Securities
offered and sold at par which are treated as having been issued at a discount
for Canadian and/or United States federal income tax purposes will be described
in the Prospectus Supplement relating thereto. (Section 301)
The Securities and any coupons appertaining thereto will be unsecured and
will rank pari passu with each other and with all other unsecured and
unsubordinated indebtedness for borrowed money of the Company. (Section 301)
The Company is structured as a holding company that operates through
subsidiaries. Although the Securities are senior obligations of the Company,
they are effectively subordinated to all existing and future liabilities of the
Company's consolidated subsidiaries and operating companies. The Indenture does
not restrict the ability of the Company's subsidiaries to incur additional
indebtedness. Because the Company is a holding company, the Company's ability to
service its indebtedness is dependent on dividends and other payments made on
its investments. Certain of the instruments governing the indebtedness of the
companies in which the Company has an investment may restrict the ability of
such companies to pay dividends or make other payments on investments under
certain circumstances.
FORM, DENOMINATION, EXCHANGE AND TRANSFER
Unless otherwise indicated in the applicable Prospectus Supplement, the
Securities will be issued only in fully registered form without coupons and in
denominations of U.S.$1,000 or any integral multiple thereof. (Section 302)
Securities may be presented for exchange and Registered Securities may be
presented for registration of transfer in the manner, at the places and, subject
to the restrictions set forth in the Indenture
7
and in the applicable Prospectus Supplement, without service charge, but upon
payment of any taxes or the governmental charges due in connection therewith.
The Company has appointed the Trustee as Security Registrar. (Section 305)
PAYMENT
Unless otherwise indicated in the applicable Prospectus Supplement, payment
of the principal of, and any premium and interest on, Registered Securities
(other than a Registered Global Security) will be made at the office or agency
of the Trustee in Toronto, Canada, except that, at the option of the Company,
payment of any interest may be made (i) by check mailed to the address of the
Person entitled thereto at such address as shall appear in the Security Register
or (ii) by wire transfer to an account maintained by the Person entitled thereto
as specified in the Security Register. (Sections 305, 307 and 1002) Unless
otherwise indicated in the applicable Prospectus Supplement, payment of any
interest due on Registered Securities will be made to the Persons in whose name
such Registered Securities are registered at the close of business on the
Regular Record Date for such interest payment. (Section 307)
REGISTERED GLOBAL SECURITIES
The Registered Securities of a particular series may be issued in the form
of one or more Registered Global Securities which will be registered in the name
of, and deposited with, one or more Depositories or nominees, each of which will
be identified in the Prospectus Supplement relating to such series. Unless and
until exchanged, in whole or in part, for Securities in definitive registered
form, a Registered Global Security may not be transferred except as a whole by
the Depository for such Registered Global Security to a nominee of such
Depository, by a nominee of such Depository to such Depository or another
nominee of such Depository or by such Depository or any such nominee to a
successor of such Depository or a nominee of such successor. (Section 305)
The specific terms of the depository arrangement with respect to any
portion of a particular series of Securities to be represented by a Registered
Global Security will be described in the Prospectus Supplement relating to such
series. The Company anticipates that the following provisions will apply to all
depository arrangements.
Upon the issuance of a Registered Global Security, the Depository therefor
or its nominee will credit, on its book entry and registration system, the
respective principal amounts of the Securities represented by such Registered
Global Security to the accounts of such persons having accounts with such
Depository or its nominee ("participants") as shall be designated by the
underwriters, investment dealers or agents participating in the distribution of
such Securities or by the Company if such Securities are offered and sold
directly by the Company. Ownership of beneficial interests in a Registered
Global Security will be limited to participants or persons that may hold
beneficial interests through participants. Ownership of beneficial interests in
a Registered Global Security will be shown on, and the transfer of such
ownership will be effected only through, records maintained by the Depository
therefor or its nominee (with respect to beneficial interests of participants)
or by participants or persons that hold through participants (with respect to
interests of persons other than participants). The laws of some states in the
United States require certain purchasers of securities to take physical delivery
thereof in definitive form. Such depository arrangements and such laws may
impair the ability to transfer beneficial interests in a Registered Global
Security.
So long as the Depository for a Registered Global Security or its nominee
is the registered owner thereof, such Depository or such nominee, as the case
may be, will be considered the sole owner or Holder of the Securities
represented by such Registered Global Security for all purposes under the
Indenture. Except as provided below, owners of beneficial interests in a
Registered Global Security will not be entitled to have Securities of the series
represented by such Registered Global Security registered in their names, will
not receive or be entitled to receive physical delivery of Securities of such
series in definitive form and will not be considered the owners or Holders
thereof under the Indenture.
8
Principal, premium, if any, and interest payments on a Registered Global
Security registered in the name of a Depository or its nominee will be made to
such Depository or nominee, as the case may be, as the registered owner of such
Registered Global Security. None of the Company, the Trustee or any paying agent
for Securities of the series represented by such Registered Global Security will
have any responsibility or liability for any aspect of the records relating to,
or payments made on account of, beneficial interests in such Registered Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial interests.
The Company expects that the Depository for a Registered Global Security or
its nominee, upon receipt of any payment of principal, premium or interest, will
immediately credit participants' accounts with payments in amounts proportionate
to their respective beneficial interests in the principal amount of such
Registered Global Security as shown on the records of such Depository or its
nominee. The Company also expects that payments by participants to owners of
beneficial interests in such Registered Global Security held through such
participants will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers registered
in "street name", and will be the responsibility of such participants.
If the Depository for a Registered Global Security representing Securities
of a particular series is at any time unwilling or unable to continue as
Depository and a successor Depository is not appointed by the Company within 90
days, the Company will issue Registered Securities of such series in definitive
form in exchange for such Registered Global Security. In addition, the Company
may determine, at any time and in its sole discretion, not to have the
Securities of a particular series represented by one or more Registered Global
Securities and, in such event, will issue Registered Securities of such series
in definitive form in exchange for all of the Registered Global Securities
representing Securities of such series. (Section 305)
CONSOLIDATION, MERGER, AMALGAMATION AND SALE OF ASSETS
The Company shall not enter into any transaction (whether by way of
reorganization, reconstruction, consolidation, amalgamation, merger, transfer,
sale or otherwise) whereby all or substantially all of its undertaking, property
and assets would become the property of any other Person (the "Successor
Corporation") unless: (a) the Company and the Successor Corporation shall
execute, prior to or contemporaneously with the consummation of such
transaction, such instruments and do such things as, in the opinion of counsel,
shall be necessary or advisable to establish that, upon the consummation of such
transaction, (i) the Successor Corporation will have assumed all the covenants
and obligations of the Company under the Indenture in respect of the Securities
of every series and (ii) the Securities of every series will be valid and
binding obligations of the Successor Corporation entitling the Holders thereof,
as against the Successor Corporation, to all the rights of Holders of Securities
under the Indenture; and (b) such transaction shall be on such terms and shall
be carried out at such times and otherwise in such manner as shall not be
prejudicial to the interests of the Holders of the Securities of each and every
series or to the rights and powers of the Trustee under the Indenture. (Section
801)
EVENTS OF DEFAULT
Unless otherwise indicated in any Prospectus Supplement, each of the
following will constitute an Event of Default under the Indenture with respect
to Securities of any series: (a) failure to pay principal of, or any premium on,
any Security of that series when due; (b) failure to pay any interest on any
Securities of that series when due, which failure continues for 30 days; (c)
default in the payment of principal and interest on any Security required to be
purchased pursuant to an Offer to Purchase required to be made pursuant to the
terms of the Securities of such series; (d) failure to deposit any sinking fund
payment, when due, in respect of any Security of that series; (e) failure to
perform any other covenant of the Company in the Indenture (other than a
covenant included in the Indenture solely for the benefit of a series other than
that series), which failure continues for 60 days after written notice has been
given by the Trustee or the Holders of at least 25% in aggregate principal
amount of Outstanding Securities of that series, as provided in the Indenture;
(f) failure by the Company to make any payment of principal of, or interest on,
any obligation for borrowed money (other than an obligation payable on demand or
maturing less than 12 months from the creation or issue
9
thereof) when due or within any originally stated applicable grace period having
an outstanding principal amount in excess of 5% of the Company's Consolidated
Net Worth in the aggregate at the time of default or any failure in the
performance of any other covenant of the Company contained in any instrument
under which such obligations are created or issued and if the holders thereof,
or a trustee, if any, for such holders declare such obligations to be due and
payable prior to the stated maturities thereof, provided that if such default is
waived by such holders or trustee, then the Event of Default under the Indenture
shall be deemed to be waived without further action on the part of the Trustee
or the Holders; (g) certain events of bankruptcy, insolvency or reorganization
affecting the Company; and (h) any other Events of Default provided with respect
to the Securities of such series, as described in the applicable Prospectus
Supplement. (Section 501)
If an Event of Default (other than an Event of Default described in clause
(g) above) with respect to the Securities of any series at the time outstanding
shall occur and be continuing, either the Trustee or the Holders of at least 25%
in aggregate principal amount of Outstanding Securities of that series by
notice, as provided in the Indenture, may declare the principal amount of the
Securities of that series to be due and payable immediately. If an Event of
Default described in clause (g) above with respect to the Securities of any
series at the time Outstanding shall occur, the principal amount of all the
Securities of that series will automatically, and without any action by the
Trustee or any Holder, become immediately due and payable. After any such
acceleration, but before a judgment or decree based on acceleration, the Holders
of a majority in aggregate principal amount of the Outstanding Securities of
that series may, under certain circumstances, rescind and annul such
acceleration if all Events of Default, other than the non-payment of accelerated
principal (or other specified amount), have been cured or waived as provided in
the Indenture. (Section 502) For information as to waiver of defaults, see "--
Modification and Waiver".
The Indenture provides that the Trustee will be under no obligation to
exercise any of its rights or powers under the Indenture at the request or
direction of any of the Holders, unless such Holders shall have offered to the
Trustee reasonable indemnity. (Section 603) Subject to such provisions for the
indemnification of the Trustee, the Holders of a majority in aggregate principal
amount of the Outstanding Securities of any series will have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Trustee or exercising any trust or power conferred on the Trustee with
respect to the Securities of that series. (Section 512)
No Holder of a Security of any series will have any right to institute any
proceeding with respect to the Indenture, or for the appointment of a receiver
or a trustee, or for any other remedy thereunder, unless (i) such Holder has
previously given to the Trustee written notice of a continuing Event of Default
with respect to the Securities of that series, (ii) the Holders of at least 25%
in aggregate principal amount of the Outstanding Securities of that series have
made a written request, and such Holder or Holders have offered reasonable
indemnity, to the Trustee to institute such proceeding as trustee and (iii) the
Trustee has failed to institute such proceeding, and has not received from the
Holders of a majority in aggregate principal amount of the Outstanding
Securities of that series a direction inconsistent with such request, within 60
days after such notice, request and offer. (Section 507) However, such
limitations do not apply to a suit instituted by a Holder of a Security for the
enforcement of payment of the principal of, or of any premium or interest on,
such Security on or after the applicable due date specified in such Security.
(Section 508)
The Company is required to furnish to the Trustee quarterly a statement by
certain of its officers as to whether or not the Company, to their knowledge, is
in default in the performance or observance of any of the terms, provisions and
conditions of the Indenture and, if so, specifying all such known defaults.
(Section 1004)
DEFEASANCE
The Indenture provides that, at the option of the Company, the Company will
be discharged from any and all obligations in respect of the Outstanding
Securities upon irrevocable deposit with the Trustee, in trust, of money and/or
Government Obligations which will provide money in an amount sufficient, in the
opinion of a nationally recognized firm of independent certified public
accountants, to pay the principal of or premium, if any, and each instalment of
interest, if any, on the Outstanding Securities ("Defeasance"). Such trust may
only be established if, among other things: (i) the Company has received from,
or there has been published
10
by, the Internal Revenue Service a ruling or there has been a change in law
which, in the Opinion of Counsel, provides that Holders of the Outstanding
Securities will not recognize gain or loss for United States federal income tax
purposes as a result of such Defeasance and will be subject to United States
federal income tax on the same amount, in the same manner and at the same times
as would have been the case if such Defeasance had not occurred; (ii) the
Company has delivered to the Trustee an opinion of Canadian counsel or a ruling
from Revenue Canada (now Canada Customs and Revenue Agency) to the effect that
the Holders of the Outstanding Securities will not recognize income, gain or
loss for Canadian federal, provincial or territorial income tax or other tax
purposes as a result of such Defeasance and will be subject to Canadian federal
or provincial income tax and other tax on the same amounts, in the same manner
and at the same times as would have been the case had such Defeasance not
occurred (and for the purposes of such opinion, such Canadian counsel shall
assume that Holders of the Securities include Holders who are not resident in
Canada); (iii) no Event of Default or event that, with the passing of time or
the giving of notice or both, shall constitute an Event of Default shall have
occurred or be continuing; (iv) the Company has delivered to the Trustee an
Opinion of Counsel to the effect that such deposit shall not cause the Trustee
or the trust so created to be subject to the Investment Company Act of 1940; and
(v) certain other customary conditions precedent are satisfied. The Company may
exercise its Defeasance option notwithstanding its prior exercise of its
Covenant Defeasance option described in the following paragraph if the Company
meets the conditions described in the preceding sentence at the time the Company
exercises the Defeasance option.
The Indenture provides that, at the option of the Company, unless and until
the Company has exercised its Defeasance option described in the preceding
paragraph, the Company may omit to comply with certain restrictive covenants and
such omission shall not be deemed to be an Event of Default under the Indenture
and the Outstanding Securities upon irrevocable deposit with the Trustee, in
trust, of money and/or Government Obligations which will provide money in an
amount sufficient, in the opinion of a nationally recognized firm of independent
certified public accountants, to pay the principal of and premium, if any, and
each instalment of interest, if any, on the Outstanding Securities ("Covenant
Defeasance"). In the event the Company exercises its Covenant Defeasance option,
the obligations under the Indenture (other than with respect to such covenants
and the Events of Default other than the Events of Default relating to such
covenants above) shall remain in full force and effect. Such trust may only be
established if, among other things: (i) the Company has delivered to the Trustee
an Opinion of Counsel to the effect that the Holders of the Outstanding
Securities will not recognize gain or loss for United States federal income tax
purposes as a result of such Covenant Defeasance and will be subject to United
States federal income tax on the same amount, in the same manner and at the same
times as would have been the case if such Covenant Defeasance had not occurred;
(ii) the Company has delivered to the Trustee an opinion of Canadian counsel or
a ruling from Revenue Canada (now Canada Customs and Revenue Agency) to the
effect that the Holders of the Outstanding Securities will not recognize income,
gain or loss for Canadian federal, provincial or territorial income tax or other
tax purposes as a result of such Covenant Defeasance and will be subject to
Canadian federal or provincial income tax and other tax on the same amounts, in
the same manner and at the same times as would have been the case had such
Covenant Defeasance not occurred (and for the purposes of such opinion, such
Canadian counsel shall assume that Holders of the Securities include Holders who
are not resident in Canada); (iii) no Event of Default or event that, with the
passing of time or the giving of notice or both, shall constitute an Event of
Default shall have occurred or be continuing; (iv) the Company has delivered to
the Trustee an Opinion of Counsel to the effect that such deposit shall not
cause the Trustee or the trust so created to be subject to the Investment
Company Act of 1940; and (v) certain other customary conditions precedent are
satisfied. (Article Thirteen)
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by the Company
and the Trustee with the consent of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of each series of Securities
affected by such modification or amendment; provided, however, that no such
modification or amendment may, without the consent of the Holder of each
Outstanding Security affected thereby, (a) change the Stated Maturity of the
principal of, or any instalment of interest on, any Outstanding Security, (b)
reduce the principal amount of (or the premium), or interest on, any Outstanding
Security, (c) reduce
11
the amount of the principal of any Outstanding Security payable upon the
acceleration of the maturity thereof, (d) change the place or currency of
payment of principal of (or the premium), or interest on, any Outstanding
Security, (e) impair the right to institute suit for the enforcement of any
payment on or with respect to any Outstanding Security, (f) reduce the
above-stated percentage of Outstanding Securities necessary to modify or amend
the Indenture, (g) reduce the percentage of aggregate principal amount of
Outstanding Securities necessary for waiver of compliance with certain
provisions of the Indenture or for waiver of certain defaults, (h) modify any
provisions of the Indenture relating to the modification and amendment of the
Indenture or the waiver of past defaults or covenants, except as otherwise
specified or (i) following the mailing of any Offer to Purchase, modify any
Offer to Purchase for such Outstanding Security required to be made pursuant to
the terms of such Outstanding Security in a manner materially adverse to the
Holders thereof. (Section 902)
The Holders of a majority in aggregate principal amount of the Outstanding
Securities of any series, on behalf of all Holders of Outstanding Securities of
such series, may waive compliance by the Company with certain restrictive
provisions of the Indenture. (Section 1009) Subject to certain rights of the
Trustee, as provided in the Indenture, the Holders of a majority in aggregate
principal amount of the Outstanding Securities, on behalf of all holders of
Outstanding Securities of such series, may waive any past default under the
Indenture, except a default in the payment of principal, premium or interest or
a default arising from failure to purchase any Outstanding Securities tendered
pursuant to an Offer to Purchase. (Section 513)
CONSENT TO JURISDICTION AND SERVICE
The Indenture provides that the Company irrevocably appoint CT Corporation
System, 1633 Broadway, New York, New York, 10019, as its agent for service of
process in any suit, action or proceeding arising out of or relating to the
Indenture and the Securities and for actions brought under federal or state
securities laws brought in any federal or state court located in the Borough of
Manhattan in The City of New York and submit to such jurisdiction.
ENFORCEABILITY OF JUDGMENTS
Since a substantial portion of the Company's assets are outside the United
States, any judgment obtained in the United States against the Company,
including any judgment with respect to the payment of interest and principal on
the Debt Securities, may not be collectible within the United States.
The Company has been informed by its Canadian counsel, Torys, that a court
of competent jurisdiction in the Province of Ontario would enforce a final and
conclusive judgment in personam of a court sitting in the Borough of Manhattan,
the City of New York, New York (a "New York Court") that is subsisting and
unsatisfied respecting the enforcement of the Indenture and the Securities that
is not impeachable as void or voidable under the internal laws of the State of
New York for a sum certain if: (i) the court rendering such judgment had
jurisdiction over the judgment debtor, as recognized by the courts of the
Province of Ontario (and submission by the Company in the Indenture to the
jurisdiction of the New York Court will be sufficient for the purpose); (ii)
such judgment was not obtained by fraud or in a manner contrary to natural
justice and the enforcement thereof would not be inconsistent with public
policy, as such term is understood under the laws of the Province of Ontario, or
contrary to any order made by the Attorney General of Canada under the Foreign
Extraterritorial Measures Act (Canada); (iii) the enforcement of such judgment
does not constitute, directly or indirectly, the enforcement of foreign revenue
or penal laws; and (iv) the action to enforce such judgment is commenced within
six years of the date of such judgment. The Company has been advised by such
counsel that there is some doubt as to the enforceability in Canada, against the
Company or against any of its respective directors, officers and experts who are
not residents of the United States, by a court in original actions or in actions
to enforce judgments of United States courts, of civil liabilities predicated
solely upon the United States federal securities laws.
12
GOVERNING LAW
The Indenture and the Securities will be governed by the laws of the State
of New York, except with respect to the rights, powers, duties or responsibility
of the Trustee which shall be governed by the laws of the Province of Ontario
and the federal laws of Canada applicable therein. (Section 113)
THE TRUSTEE
The Trustee under the Indenture is Montreal Trust Company of Canada.
CERTAIN DEFINITIONS
Set forth below is a summary of certain of the defined terms used in the
Indenture. Reference is made to the Indenture for the full definition of all
such terms, as well as any other terms used herein for which no definition is
provided. (Section 101)
"Affiliate" of any Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such Person. For the purposes of this definition, "control", when used with
respect to any Person, means the power to influence the management and policies
of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" having meanings correlative to the foregoing.
"Capital Lease Obligation" of any Person means the obligation to pay rent
or other payment amounts under a lease of (or other Debt arrangements conveying
the right to use) real or personal property of such Person which is required to
be classified and accounted for as a capital lease or a liability on the face of
a balance sheet of such Person in accordance with generally accepted accounting
principles and which has a term of at least 36 months. The stated maturity of
such obligation shall be the date of the last payment of rent or any other
amount due under such lease prior to the first date upon which such lease may be
terminated by the lessee without payment of a penalty.
"Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of corporate stock or
other equity participations, including partnership interests whether general or
limited, of such Person.
"Common Stock" of any Person means Capital Stock of such Person that does
not rank prior, as to the payment of dividends or as to the distribution of
assets upon any voluntary or involuntary liquidation, dissolution or winding up
of such Person, to shares of Capital Stock of any other class of such Person.
"Consolidated Net Worth" of any Person means the consolidated stockholders'
equity of such Person, determined on a consolidated basis in accordance with
generally accepted accounting principles, plus, without duplication, Qualifying
Subordinated Debt and Deferred Credits; provided that, with respect to the
Company, adjustments following the date of the Indenture to the accounting books
and records of the Company in accordance with U.S. Accounting Principles Board
Opinions Nos. 16 and 17 (or successor opinions thereto), or comparable standards
in Canada, or otherwise resulting from the acquisition of control of the Company
by another Person shall not be given effect.
"Debt" means (without duplication), with respect to any Person, whether
recourse is to all or a portion of the assets of such Person and whether or not
contingent, (i) every obligation of such Person for money borrowed, (ii) every
obligation of such Person evidenced by bonds, debentures, notes or other similar
instruments, including obligations incurred in connection with the acquisition
of property, assets or businesses, (iii) every reimbursement obligation of such
Person with respect to letters of credit, bankers' acceptances or similar
facilities issued for the account of such Person, (iv) every obligation of such
Person issued or assumed as the deferred purchase price of property or services
(but excluding trade accounts payable or accrued liabilities arising in the
ordinary course of business which are not overdue or which are being contested
in good faith), (v) every Capital Lease Obligation of such Person, (vi) every
obligation that could not be considered as interest in accordance with generally
accepted accounting principles under Interest Rate or Currency Protection
Agreements of such Person and (vii) every obligation of the type referred to in
clauses (i)
13
through (vi) of another Person and all dividends of another Person the payment
of which, in either case, such Person has Guaranteed or is responsible or liable
for, directly or indirectly, as obligator, Guarantor or otherwise.
"Deconsolidated" means that the net investment and net income reflect all
of the Company's common share investments in Great Lakes Power Inc., Brascan
Brazil Ltd. and the Company's publicly traded operating Affiliates based on the
equity method of accounting.
"Deferred Credits" means the deferred credits of the Company and its
Subsidiaries determined on a Deconsolidated basis in accordance with generally
accepted accounting principles.
"Government Obligation" means (x) any security which is (i) a direct
obligation of the government which issued the currency, or a direct obligation
of the Government of Canada issued in such currency, in which the Securities of
a particular series are denominated for the payment of which its full faith and
credit is pledged or (ii) obligations of a Person the payment of which is
unconditionally guaranteed as its full faith and credit obligation by such
government which, in the case of either subclause (i) or (ii) of this clause
(x), is not callable or redeemable at the option of the issuer thereof and (y)
any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act) as custodian with respect to any Government Obligation which is
specified in clause (x) above and held by such bank for the account of the
holder of such depositary receipt, or with respect to any specific payment of
principal of or interest on any Government Obligation which is so specified and
held, provided that (except as required by law) such custodian is not authorized
to make any deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of principal or interest evidenced by such
depositary receipt.
"Guarantee" by any Person means any obligation, contingent or otherwise, of
such Person guaranteeing or having the economic effect of guaranteeing any Debt
of any other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including, without limitation, any obligation of such Person (i)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Debt or to purchase (or to advance or supply funds for the purchase of) any
security for the payment of such Debt, (ii) to purchase property, securities or
services for the purpose of assuring the holder of such Debt of the payment of
such Debt or (iii) to maintain working capital, equity capital or other
financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Debt (and "Guaranteed", "Guaranteeing"
and "Guarantor" shall have meanings correlative to the foregoing); provided,
however, that the Guarantee by any Person shall not include endorsements by such
Person for collection or deposit, in either case, in the ordinary course of
business.
"Interest Rate or Currency Protection Agreement" of any Person means any
interest rate protection agreement (including, without limitation, interest rate
swaps, caps, floors, collars and similar agreements), and/or other types of
interest hedging agreements, and any currency protection agreement (including
foreign exchange contracts, currency swap agreements or other currency hedging
arrangements).
"Qualifying Subordinated Debt" means Debt of the Company (i) which by its
terms provides that the payment of principal of (and premium, if any) and
interest on, and all other payment obligations in respect of, such Debt shall be
subordinate to the prior payment in full of the Securities to at least the
extent that no payment of principal of (or premium, if any) or interest on or
otherwise due in respect of such Debt may be made for so long as there exists
any default in the payment of principal (or premium, if any) or interest on the
Securities or any other default that, with the passing of time or the giving of
notice or both, would constitute an event of default with respect to the
Securities and (ii) which expressly by its terms gives the Company the right to
make payments of principal in respect of such Debt in Common Stock of the
Company.
"Stated Maturity", when used with respect to any Security or any instalment
of principal thereof or interest thereon, means the date specified in such
Security as the fixed date on which the principal of such Security or such
instalment of principal or interest is due and payable.
14
PLAN OF DISTRIBUTION
The Company may sell Debt Securities to or through underwriters or dealers
and also may sell Debt Securities directly to purchasers or through agents.
The distribution of Debt Securities of any series may be effected from time
to time in one or more transactions at a fixed price or prices, which may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at prices to be negotiated with purchasers.
In connection with the sale of Debt Securities, underwriters may receive
compensation from the Company or from purchasers of Debt Securities for whom
they may act as agents in the form of concessions or commissions. Underwriters,
dealers and agents that participate in the distribution of Debt Securities may
be deemed to be underwriters and any commissions received by them from the
Company and any profit on the resale of Debt Securities by them may be deemed to
be underwriting commissions under the Securities Act. Any such person that may
be deemed to be an underwriter with respect to Debt Securities of any series
will be identified in the Prospectus Supplement relating to such series.
The Prospectus Supplement relating to each series of Debt Securities will
also set forth the terms of the offering of the Debt Securities of such series,
including, to the extent applicable, the names of any underwriters or agents,
the purchase price or prices of the Offered Securities, the initial offering
price, the proceeds to the Company from the sale of the Offered Securities, the
underwriting discounts and commissions and any discounts, commissions and
concessions allowed or reallowed or paid by any underwriter to other dealers.
If so indicated in the applicable Prospectus Supplement, the Company may
authorize dealers or other persons acting as the Company's agents to solicit
offers by certain institutions to purchase the Offered Securities directly from
the Company pursuant to contracts providing for payment and delivery on a future
date. These contracts will be subject only to the conditions set forth in the
applicable Prospectus Supplement which will also set forth the commission
payable for solicitation of these contracts.
Under agreements which may be entered into by the Company, underwriters,
dealers and agents who participate in the distribution of Debt Securities may be
entitled to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act and Canadian provincial
securities legislation, or to contribution with respect to payments which those
underwriters, dealers or agents may be required to make in respect thereof.
Those underwriters, dealers and agents may be customers of, engage in
transactions with or perform services for the Company or its subsidiaries in the
ordinary course of business.
Each series of Debt Securities will be a new issue of securities with no
established trading market. Unless otherwise specified in a Prospectus
Supplement relating to a series of Debt Securities, the Debt Securities will not
be listed on any securities exchange. Certain broker-dealers may make a market
in Debt Securities but will not be obligated to do so and may discontinue any
market making at any time without notice. No assurance can be given that any
broker-dealer will make a market in the Debt Securities of any series or as to
the liquidity of the trading market for the Debt Securities of any series.
In connection with any underwritten offering of Debt Securities, the
underwriters or agents may over-allot or effect transactions which stabilize or
maintain the market price of the Debt Securities offered at a level above that
which might otherwise prevail in the open market. Such transactions, if
commenced, may be discontinued at any time.
LEGAL MATTERS
Unless otherwise specified in a Prospectus Supplement relating to a series
of Debt Securities, certain matters of Canadian and United States law relating
to the validity of the Debt Securities will be passed upon for the Company by
Torys in Toronto, Ontario, and New York, New York. The partners and associates
of Torys, as a group, beneficially own, directly or indirectly, less than one
percent of the outstanding securities of the Company.
15
EXPERTS
The consolidated financial statements of the Company for the financial year
ended December 31, 2000, incorporated by reference in this Prospectus by
reference to Brascan's 2000 annual report, have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated by reference herein, and have been so incorporated in reliance on
the report of such firm given upon their authority as experts in auditing and
accounting.
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
The following documents have been filed with the Commission as part of the
Registration Statement on Form F-9 of which this Prospectus forms a part: the
documents referred to under "Documents Incorporated by Reference"; consent of
Deloitte & Touche LLP; consent of Torys; powers of attorney; trust indenture
dated as of September 20, 1995 between the Company and Montreal Trust Company of
Canada, as trustee; and method of calculation of interest coverage.
16
PART II
INFORMATION NOT REQUIRED TO BE DELIVERED TO
OFFEREES OR PURCHASERS
INDEMNIFICATION OF DIRECTORS OR OFFICERS.
Under the Business Corporations Act (Ontario), the Company may indemnify a
present or former director or officer or a person who acts or acted at the
Company's request as a director or officer of another corporation of which the
Company is or was a shareholder or creditor, and his or her heirs and legal
representatives, against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by him or
her in respect of any civil, criminal or administrative action or proceeding to
which he or she is made a party by reason of being or having been a director or
officer of the Company or such other corporation; provided that the director or
officer acted honestly and in good faith with a view to the best interests of
the Company, and, in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, such director or officer had
reasonable grounds for believing that his or her conduct was lawful. Such
indemnification may be made in connection with an action by or on behalf of the
Company or such other corporation to procure a judgment in its favor only with
court approval. A director or officer is entitled to indemnification from the
Company as a matter of right if he or she was substantially successful on the
merits in his or her defense of the action or proceeding and fulfilled the
conditions set forth above.
In accordance with the Business Corporations Act (Ontario), the board of
directors of the Company approved a resolution (the "Resolution") dated August
1, 1997 providing for the following:
(i) the Company shall indemnify a director or officer of the Company, a
former director or officer of the Company or a person who acts or
acted at the Company's request as a director or officer of a body
corporate of which the Company is or was a shareholder or creditor,
and his or her heirs and legal representatives, against all costs,
charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him or her in respect of
any civil, criminal or administrative action or proceeding to which he
or she is made a party by reason of being or having been a director or
officer of the Company or such body corporate (except in respect of an
action by or on behalf of the Company or such body corporate to
procure a judgment in its favour), if,
(a) he or she acted honestly and in good faith with a view to the
best interests of the Company, and
(b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he or she had reasonable
grounds for believing that his or her conduct was lawful;
(ii) the Company shall, with the prior approval of the court having
jurisdiction, indemnify a person referred to in (i) above in respect
of an action by or on behalf of the Company or such body corporate to
procure a judgment in its favour, to which he or she is made a party
by reason of being or having been a director or an officer of the
Company or such body corporate against all costs, charges and expense
reasonably incurred by him or her in connection with such action if he
or she fulfils the conditions set out in paragraphs (i)(a) and (b)
above; and
(iii) notwithstanding anything in (i) and (ii) above, a person referred to
in (i) above shall be indemnified by the Company in respect of all
costs, charges and expenses reasonably incurred by him or her in
connection with the defence of any civil, criminal or administrative
action or proceeding to which he or she is made a party by reason of
being or having been a director or officer of the Company or body
corporate, if the person seeking indemnity,
(a) was substantially successful on the merits in his or her defense
of the action or proceeding, and
(b) fulfils the conditions set out in paragraphs (i)(a) and (b)
above.
II-1
Nothing in the by-laws or resolutions of the Company limits the right of
any person entitled to claim indemnity apart from the indemnity provided
pursuant to the Resolution.
A policy of directors' and officers' liability insurance is maintained by
the Company which insures, subject to certain exclusions, directors and officers
for losses as a result of claims against the directors and officers of the
Company in their capacity as directors and officers and also reimburses the
Company for payments made pursuant to the indemnity provided by the Company
pursuant to the Resolution and the Business Corporations Act (Ontario).
Insofar as indemnification for liabilities under the United States
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been advised that in the opinion of the U.S. Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable.
II-2
EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 Annual Information Form dated May 21, 2002 for the year ended December
31, 2001 (incorporated by reference to the Company's annual report on
Form 40-F/A dated May 22, 2002).
4.2 Management Information Circular dated February 28, 2002 in connection
with the April 26, 2002 Annual Meeting of Shareholders, other than the
sections entitled "Executive Compensation" and "Performance Graph"
(incorporated by reference to the Company's Form 6-K dated May 29,
2002).
4.3 Audited comparative consolidated financial statements of the Company,
and the notes thereto for the financial year ended December 31, 2001,
together with the auditors' report thereon, found at pages 45 through
67 of the Company's 2001 Annual Report (incorporated by reference to
the Company's annual report on Form 40-F dated March 22, 2002).
4.4 Financial analysis and review section for the year ended December 31,
2001 contained in pages 17 to 43 of the Company's 2001 Annual Report
(incorporated by reference to the Company's annual report on Form 40-F
dated March 22, 2002).
4.5 Unaudited comparative consolidated financial statements of the Company
including, management's discussion and analysis of financial condition
and results of operations, as contained in the interim report to
shareholders for the three months ended March 31, 2002 (incorporated
by reference to the Company's Form 6-K dated May 29, 2002).
5.1 Consent of Deloitte & Touche LLP.
5.2 Consent of Torys LLP.
6.1 Powers of Attorney (included on the signature pages of this
Registration Statement).
7.1 Trust Indenture dated as of September 20, 1995 by the Company in favor
of Montreal Trust Company of Canada, as trustee (incorporated by
reference to the Company's Registration Statement on Form F-9 (File
No. 33-97038).
9.1 Method of calculation of interest coverage.
II-3
PART III
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
ITEM 1. UNDERTAKING.
The Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to the securities registered pursuant to this Form F-9 or to
transactions in said securities.
ITEM 2. CONSENT TO SERVICE OF PROCESS.
Concurrently with the filing of this Registration Statement on Form F-9,
the Registrant is filing with the Commission a written irrevocable consent and
power of attorney on Form F-X.
Concurrently with the filing of this Registration Statement on Form F-9,
Montreal Trust Company of Canada, the trustee under the Indenture, will file
with the Commission a written irrevocable consent and power of attorney on
Form F-X.
III-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-9 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Toronto, Province of Ontario, Country of Canada, on
this 11th day of June, 2002.
BRASCAN CORPORATION
By: /s/ Brian D. Lawson
--------------------------------
Name: Brian D. Lawson
Title: Senior Vice President and
Chief Financial Officer
POWERS OF ATTORNEY
Each person whose signature appears below constitutes and appoints each of
J. Bruce Flatt and Brian D. Lawson his/her true and lawful attorney-in-fact and
agent, each acting alone, with full power of substitution and resubstitution,
for him/her and in his/her name, place and stead, in any and all capacities, to
sign any or all amendments to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, each acting alone, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone, or
his/her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ J. Bruce Flatt President and Chief Executive
------------------------------------ Officer and Director June 11, 2002
J. Bruce Flatt (Principal Executive Officer)
/s/ Brian D. Lawson Executive Vice-President and
------------------------------------ Chief Financial Officer June 11, 2002
Brian D. Lawson (Principal Financial Officer)
/s/ Craig J. Laurie
------------------------------------ Vice-President, Finance June 11, 2002
Craig J. Laurie (Principal Accounting Officer)
/s/ Roberto P. Cezar de Andrade
------------------------------------ Director June 11, 2002
Roberto P. Cezar de Andrade
------------------------------------ Director
Lord Black of Crossharbour
------------------------------------ Director
James J. Blanchard
/s/ Jack L. Cockwell
------------------------------------ Co-Chairman and Director June 11, 2002
Jack L. Cockwell
------------------------------------ Director
John P. Curtin, Jr.
/s/ J. Trevor Eyton
------------------------------------ Director June 11, 2002
The Honourable J. Trevor Eyton, O.C.
/s/ Julia E. Foster
------------------------------------ Director June 11, 2002
Julia E. Foster
/s/ James K. Gray
------------------------------------ Director June 11, 2002
James K. Gray, O.C.
------------------------------------ Director
Lynda C. Hamilton
/s/ Robert J. Harding
------------------------------------ Chairman and Director June 11, 2002
Robert J. Harding, FCA
/s/ David W. Kerr
------------------------------------ Director June 11, 2002
David W. Kerr
/s/ Allen T. Lambert
------------------------------------ Director June 11, 2002
Allen T. Lambert, O.C.
------------------------------------ Director
Philip B. Lind
/s/ Roy MacLaren
------------------------------------ Director June 11, 2002
The Honourable Roy MacLaren, P.C.
/s/ Saul Shulman
------------------------------------ Director June 11, 2002
Saul Shulman, Q.C.
/s/ George S. Taylor
------------------------------------ Director June 10, 2002
George S. Taylor
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933,
as amended, the Authorized Representative has duly caused this Registration
Statement to be signed on its behalf by the undersigned, solely in its capacity
as the duly authorized representative of Brascan Corporation in the United
States, on June 10, 2002.
TORYS LLP
(Authorized Representative)
By: /s/ Andrew J. Beck
-----------------------------
Andrew J. Beck
Partner
III-2
EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 Annual Information Form dated May 21, 2002 for the year ended December
31, 2001 (incorporated by reference to the Company's annual report on
Form 40-F/A dated May 22, 2002).
4.2 Management Information Circular dated February 28, 2002 in connection
with the April 26, 2002 Annual of Shareholders, other than the
sections entitled "Executive Compensation" and "Performance Graph"
(incorporated by reference to the Company's Form 6-K dated May 29,
2002).
4.3 Audited comparative consolidated financial statements of the Company,
and the notes thereto for the financial year ended December 31, 2001,
together with the auditors' report thereon, found at pages 45 through
67 of the Company's 2001 Annual Report (incorporated by reference to
the Company's annual report on Form 40-F dated March 22, 2002).
4.4 Financial analysis and review section for the year ended December 31,
2001 contained in pages 17 to 43 of the Company's 2001 Annual Report
(incorporated by reference to the Company's annual report on Form 40-F
dated March 22, 2002).
4.5 Unaudited comparative consolidated financial statements of the Company
including, management's discussion and analysis of financial condition
and results of operations, as contained in the interim report to
shareholders for the three months ended March 31, 2002 (incorporated
by reference to the Company's Form 6-K dated May 29, 2002).
5.1 Consent of Deloitte & Touche LLP.
5.2 Consent of Torys LLP.
6.1 Powers of Attorney (included on the signature pages of this
Registration Statement).
7.1 Trust Indenture dated as of September 20, 1995 by the Company in favor
of Montreal Trust Company of Canada, as trustee (incorporated by
reference to the Company's Registration Statement on Form F-9 (File
No. 33-97038).
9.1 Method of calculation of interest coverage.
III-3