As filed with the Securities and Exchange Commission on May 19, 2003
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 20-F/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2002
Commission file number 0-10906
THE BOC GROUP plc
(Exact Name of Registrant as Specified in its Charter)
England and Wales
(Jurisdiction of Incorporation or Organization)
Chertsey Road, Windlesham
Surrey, GU20 6HJ
England
(Address of Principal Executive Offices)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Ordinary Shares of 25p each
SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION
PURSUANT TO SECTION 15(d) OF THE ACT:
None
| Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. |
Ordinary Shares (fully paid) 497,258,493 (25p units)
| Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. |
Yes X No
Indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 Item 18 X
| SIGNATURES | ||||||||
| CERTIFICATIONS | ||||||||
| EXHIBIT INDEX | ||||||||
| Company's Responses | ||||||||
| Consent of PricewaterhouseCoopers LLP | ||||||||
EXPLANATORY NOTE
Item 18 of this Form 20-F/A for the fiscal year ended September 30, 2002 has been revised to include a revised Report by the Independent Auditors with respect to the financial statements of The BOC Group plc (the ''Registrant’’). The audit report is being re-filed in connection with the advice that was provided by the Securities and Exchange Commission after the initial filing of the Form 20-F concerning wording included in the audit report regarding the responsibility of the auditors to third parties. This Form 20-F/A consists of a cover page, this explanatory note, the information required by Item 18 of Form 20-F (Financial Statements), a signature page, and the principal executive officer and principal financial officer certifications required to be included herein. In addition, this Form 20 F/A includes the consent of the Registrant’s Independent Auditors to the incorporation by reference into the Registrant’s Form S-8 of the revised Report by the Independent Auditors. In accordance with Rule 12b-15 promulgated pursuant to the Securities Exchange Act of 1934, the complete text of Item 18, as amended, is included or incorporated by reference herein. However, with respect to the financial statements, other than the revised Report by the Independent Auditors with respect to the financial statements of the Registrant, no changes have been made.
This Form 20-F/A does not reflect events occurring after the filing of the original Form 20-F, and does not modify or update the disclosures therein in any way other than as required to reflect the amendments described above and set forth below.
| ITEM 17. | FINANCIAL STATEMENTS Not applicable. | ||
| ITEM 18. | FINANCIAL STATEMENTS | ||
| The information set forth under the headings “Group profit and loss account” on page 66, “Group balance sheet” on page 67, “Group cash flow statement” on page 68, “Total recognized gains and losses” on page 69, “Movement of shareholders’ funds” on page 69, “Balance sheet of The BOC Group plc” on page 70, “Accounting policies” on pages 71 to 73 and “Notes to the financial statements” on pages 74 to 111 of the 2002 Report and Accounts contained in the Company’s Report on Form 6-K dated December 12, 2002 is incorporated herein by reference. The Report of Independent Auditors has been revised subsequent to December 12, 2002 and accordingly appears in Item 18 of this Form 20-F/A. | |||
Report by the independent auditors
To the members of The BOC Group plc
We have audited the accompanying consolidated balance sheets of The BOC Group plc and its subsidiaries as of September 30, 2002 and 2001, and the related consolidated profit and loss account, cash flow statement, total recognised gains and losses and movement in shareholders’ funds for each of the three years in the period ended September 30, 2002. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of The BOC Group plc and its subsidiaries at September 30, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended September 30, 2002 in conformity with accounting principles generally accepted in the United Kingdom.
Accounting principles generally generally accepted in the United Kingdom vary in certain significant respects from accounting principles generally accepted in the United States of America. The application of the latter would have affected the determination of consolidated net income for each of the three years in the period ended September 30, 2002 and the determination of consolidated shareholders’ equity at September 30, 2002 and 2001 to the extent summarised in Note 16 to the consolidated financial statements.
As shown in Note 17 to the financial statements, the Group adopted two new accounting standards, for retirement benefits and deferred tax, in 2002. The change has been accounted for by restating comparative information at 30 September 2001 and for the years ended September 30, 2001 and 2000.
PricewaterhouseCoopers
London, England
22 November 2002
| ITEM 19. | EXHIBITS | ||
| 1.1 | Memorandum and Articles of Association, as amended* | ||
| 4.1 | The BOC Group Executive Share Option Scheme, as amended** | ||
| 8.1 | List of subsidiaries* | ||
| 10.1 | The Company’s responses to the requirements of Item 18 of Form 20-F have been incorporated by reference to the Company’s Report on Form 6-K dated December 12, 2002 which contains The BOC Group plc 2002 Report and Accounts, except that the Report of Independent Auditors has been revised subsequent to December 12, 2002 and accordingly the Report of Independent Auditors contained in the Report on Form 6-K dated December 12, 2002 is not incorporated into this report by reference and is not included in this Exhibit 10.1. Pursuant to Rule 12b-23(a) of the Commission, the information contained in Item 18 and incorporated into this report by reference to such Report on Form 6-K is attached as an exhibit hereto | ||
| 10.2 | Certification of Anthony Eric Isaac, Chief Executive of The BOC Group plc and René Médori, Group Finance Director of The BOC Group plc, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | ||
| 12.1 | Consent of PricewaterhouseCoopers LLP | ||
| * | Previously filed as an exhibit to the Annual Report on Form 20-F for the fiscal year ended September 30, 2002 and incorporated herein by reference. | ||
| ** | Incorporated by reference to our registration statement on Form S-8 (No. 333-01824) filed with the Commission on December 22, 1997. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant certifies that it meets all of the requirements for filing on Form 20-F/A and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 19, 2003
| The BOC Group plc | ||||
| By: | /s/ Anthony Eric Isaac | |||
| Name: Anthony Eric Isaac Title: Chief Executive | ||||
CERTIFICATIONS
I, Anthony Eric Isaac, certify that:
1. I have reviewed this annual report on Form 20-F/A of The BOC Group plc;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6. The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: May 19, 2003
| By: | /s/ Anthony Eric Isaac | |||
| Anthony Eric Isaac Principal Executive Officer |
I, René Médori, certify that:
1. I have reviewed this annual report on Form 20-F/A of The BOC Group plc;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6. The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: May 19, 2003
| By: | /s/ René Médori | |||
| René Médori Principal Financial Officer |
EXHIBIT INDEX
| 1.1 | Memorandum and Articles of Association, as amended* | |
| 4.1 | The BOC Group Executive Share Option Scheme, as amended** | |
| 8.1 | List of subsidiaries* | |
| 10.1 | The Company’s responses to the requirements of Item 18 of Form 20-F have been incorporated by reference to the Company’s Report on Form 6-K dated December 12, 2002, which contains The BOC Group plc 2002 Report and Accounts. Pursuant to Rule 12b-23(a) of the Commission, the information incorporated into this report by reference to such Report on Form 6-K is attached as an exhibit hereto, except that the Report of Independent Auditors has been revised subsequent to December 12, 2002 and accordingly the Report of Independent Auditors contained in the Report on Form 6-K dated December 12, 2002 is not incorporated into this report by reference and is not included in this Exhibit 10.1 | |
| 10.2 | Certification of Anthony Eric Isaac, Chief Executive of The BOC Group plc and René Médori, Group Finance Director of The BOC Group plc, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
| 12.1 | Consent of PricewaterhouseCoopers LLP |
| * | Previously Filed as an exhibit to the Annual Report on Form 20-F for the fiscal year ended September 30, 2002 and incorporated herein by reference. | |
| ** | Incorporated by reference to our registration statement on Form S-8 (No. 333-01824) filed with the Commission on December 22, 1997. |
