SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
| o | Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 |
or | |
ý | Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended:October 31, 2004
Commission file number:1-9038
Central Fund of Canada Limited
(Exact name of registrant as specified in its charter)
| Alberta, Canada (Province or Other Jurisdiction of Incorporation or Organization) | Not Applicable (Primary Standard Industrial Classification Code) | Not Applicable (I.R.S. Employer Identification No.) |
Dr. Hans F. Sennholz 200 East Pine Street Grove City, PA 16127 (724) 458-8343 (Name, address (including zip code) and telephone number (including area code) of agent for service in the United States) | Hallmark Estates, #805 1323-15th Avenue S.W. Calgary, Alberta T3C 0X8, Canada (403) 228-5861 (Address and telephone number of registrant's principal executive offices) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class: Class A Shares | Name of Each Exchange On Which Registered: American Stock Exchange Toronto Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None
For annual reports, indicate by check mark the information filed with this form:
ý Annual Information Form ý Audited Annual Financial Statements
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.
| Class: Class A non-voting shares, no par value Common shares, no par value | Outstanding at January 11, 2005 94,296,230 40,000 |
Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the "Exchange Act"). If "Yes" is marked, indicate the filing number assigned to the Registrant in connection with such Rule. o Yes ý No
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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. ý Yes o No
CONTROLS AND PROCEDURES
The Registrant carried out an evaluation, under the supervision and with the participation of the Registrant’s management, including the Registrant’s Chief Executive Officer and Treasurer, of the effectiveness of the Registrant’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934 (the “Exchange Act”). Based on that evaluation, the Chief Executive Officer and Treasurer have concluded that the Registrant’s disclosure controls and procedures as of October 31, 2004 were effective to ensure that information required to be disclosed by the Registrant in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission’s rules and forms.
INTERNAL CONTROLS OVER FINANCIAL REPORTING
During the fiscal year ended October 31, 2004, there were no changes in the Registrant’s internal control over financial reporting that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting (as defined in Rules13a-15(f) and 15d-14(f) under the Securities Exchange Act of 1934).
AUDIT COMMITTEE FINANCIAL EXPERT
Douglas E. Heagle serves as a member of the audit committee of the Registrant’s Board of Directors. The Board of Directors has reviewed the definition of “audit committee financial expert” under item 8(a) of General Instruction B to Form 40-F and determined that Douglas E. Heagle satisfies the criteria for a audit committee financial expert under the Exchange Act. The SEC has indicated that the designation of Douglas E. Heagleas an audit committee financial expert does not make Douglas E. Heagle an “expert” for any purpose, impose any duties, obligations or liability on Douglas E. Heagle that are greater than those imposed on members of the audit committee and board of directors who do not carry this designation or affect the duties, obligations or liability of any other member of the audit committee.
CODE OF ETHICS
The Registrant has adopted a code of ethics that applies to the Registrant’s principal executive officer, principal financial officer and principal accounting officer. A copy of Registrant’s code of ethics is available to any person without charge, upon written request made to Catherine A. Spackman, Treasurerat Hallmark Estates, #805, 1323-15th Avenue S.W., Calgary, Alberta, Canada (403) 228-5861.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
See page 16 of the Registrant’s Annual Information Form, which is incorporated herein by reference.
OFF-BALANCE SHEET ARRANGEMENTS
The Registrant is not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on the Registrant’s financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
Not required.
UNDERTAKINGS
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 Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or to transactions in said securities.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CENTRAL FUND OF CANADA LIMITED /s/ J.C. Stefan Spicer J.C. Stefan Spicer President and Chief Executive Officer |
Date: February 18, 2005
EXHIBIT INDEX
The following exhibits have been filed as part of the Annual Report:
| Exhibit | Description |
| 99.1 | Annual Information Form dated January 11, 2005 |
| 99.2 | Audited Comparative Consolidated Financial Statements of the Registrant, and the notes thereto for fiscal 2004 together with the report of the auditors thereon, including a U.S. GAAP reconciliation |
| 99.3 | Management's Discussion and Analysis for fiscal 2004 found at pages 14 to 19, inclusive, of the 2004 Annual Report of the Registrant |
| 99.4 | Consent of Ernst & Young LLP |
| 99.5 | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 99.6 | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |