UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 18-K/A
For Foreign Governments and Political Subdivisions Thereof
AMENDMENT NO. 1
TO
ANNUAL REPORT
of
HYDRO-QUÉBEC
QUÉBEC, CANADA
(Name of Registrant)
Date of end of last fiscal year: December 31, 2011
SECURITIES REGISTERED*
(As of the close of the fiscal year)
Title of Issue | Amounts as to Which
Registration is Effective | Names of Exchanges
on Which Registered |
N/A | N/A | N/A |
Name and address of persons authorized to receive notices
and communications from the Securities and Exchange Commission:
MANON BOUCHER
Québec Government Office
One Rockefeller Plaza, Suite 2600
New York, NY 10020-2102
Copies to:
ROBERT E. BUCKHOLZ | | JEAN-HUGUES LAFLEUR |
Sullivan & Cromwell LLP | | Vice-President, Financing, Treasury and Pension Fund |
125 Broad Street | | Hydro-Québec |
New York, NY 10004-2498 | | 75 René-Lévesque Boulevard West |
| | 5th Floor |
| | Montréal, Québec, Canada H2Z 1A4 |
*The Registrant is filing this annual report on a voluntary basis
The undersigned registrant hereby amends its Annual Report on Form 18-K for the fiscal year ended December 31, 2011 (“Annual Report”) as follows:
1. | The following additional exhibits are hereby added to the Annual Report: |
| | |
| Exhibit 1.1: | Terms Agreement dated June 12, 2012 between Hydro-Québec, Québec and Merrill Lynch, Pierce, Fenner & Smith Incorporated, CIBC World Markets Corp., HSBC Securities (USA) Inc. and RBC Capital Markets, LLC, as representatives of the several underwriters named therein, with Hydro-Québec Underwriting Agreement Standard Provisions dated June 12, 2012, attached thereto. |
| | |
| Exhibit 4.1: | Fiscal Agency Agreement, dated as of June 19, 2012, among Hydro-Québec, Québec, Deutsche Bank Trust Company Americas, as fiscal agent, registrar, transfer agent and principal paying agent and Deutsche Bank AG, London Branch, as London paying agent and London transfer agent, with form of Global Note attached thereto. |
| | |
| Exhibit 5.1: | Opinion and consent of Miller Thomson LLP, Québec and Canadian counsel to Hydro-Québec; |
| | |
| Exhibit 5.2: | Consent of Norton Rose Canada LLP, Canadian counsel to the Underwriters; |
| | |
| Exhibit 8.1: | Consent of Sullivan & Cromwell LLP, special United States tax counsel to Hydro-Québec; and |
| | |
| Exhibit 99.2: | Itemized list of expenses incurred or to be incurred or borne by or for the account of Hydro-Québec or properly charged thereto. |
The Annual Report on Form 18-K and amendments on Form 18-K/A are filed on a voluntary basis.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to be signed on its behalf by its authorized agent.
| HYDRO-QUÉBEC |
| |
| |
| |
| By: | /s/JEAN-HUGUES LAFLEUR |
| | Authorized Officer |
| Name: | Jean-Hugues Lafleur |
| Title: | Vice President, Financing, Treasury and Pension Fund |
| | |
Date: June 19, 2012 | | |
