UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 40-F
(Check One)
[ ] Registration statement pursuant to Section 12 of the Securities Exchange
Act of 1934
or
[X] Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934
For fiscal year ended: DECEMBER 31, 2004 Commission File number: 000-49751
NORSKE SKOG CANADA LIMITED
(Exact name of Registrant as specified in its charter)
CANADA 2621 98-0138030
(Province or other (Primary standard industrial (I.R.S. employer
jurisdiction of classification code identification
incorporation or number, if applicable) number, if
organization) applicable)
16TH FLOOR, 250 HOWE STREET, VANCOUVER,
BRITISH COLUMBIA, CANADA, V6C 3R8 (604) 654-4000
(Address and telephone number of Registrant's principal executive office)
CT CORPORATION, 111 EIGHTH AVENUE, NEW YORK, NEW YORK 10011 (212) 894-8700
(Name, address and telephone number of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the
Act: N/A
Title of each class: N/A Name of each exchange on which registered: N/A
Securities registered or to be registered pursuant to Section 12(g) of the Act:
COMMON SHARES
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act: COMMON SHARES
For annual reports, indicate by check mark the information filed with this form:
[X] Annual Information Form [X] 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: 214,604,120 COMMON SHARES
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.
Yes [ ] 82-__________ No [X]
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 proceeding 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 [ ]
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FORWARD-LOOKING INFORMATION
All statements, other than statements of historical facts, included or
incorporated by reference in this annual report on Form 40-F constitute
"forward-looking statements" within the meaning of section 21E of the Exchange
Act. Statements that address activities, events or developments that Norske Skog
Canada Limited (the "Registrant") expects or anticipates will or may occur in
the future, including such things as future cost savings, synergies or capital
expenditures (including the amount and nature thereof), product prices, business
strategy and measures to implement strategy, competitive strengths, goals,
expansion and growth of the Registrant's businesses and operations, plans,
references to future success and other such matters constitute forward-looking
statements. When used herein, the words "estimate," "project," "anticipate,"
"expect," "intend," "believe" and similar expressions are intended to identify
forward-looking statements. Whether actual future results and developments will
conform with expectations and predictions is subject to a number of risks and
uncertainties, including those considerations discussed in the "Management's
Discussion and Analysis - Risks and Uncertainties" section of the Registrant's
annual report for the fiscal year ended December 31, 2004. Important factors
that could cause actual results to differ materially from those implied by the
forward-looking statements include, but are not limited to, competition from
other pulp and paper manufacturers, cyclical pricing and demand in markets for
the Registrant's products, requirements for additional capital expenditures, and
availability of fibre supply.
Consequently, all of the forward-looking statements made herein are qualified by
these cautionary statements and there can be no assurance that the actual
results or developments anticipated by the Registrant will be realized. The
Registrant undertakes no obligation to release publicly any revisions to any
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
CONTROLS AND PROCEDURES
A. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Registrant conducted an evaluation (under the supervision and with the
participation of the Registrant's management, including the chief
executive officer and chief financial officer as of December 31, 2004),
pursuant to Rule 13a-15 promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act") of the effectiveness of the design
and operation of the Registrant's disclosure controls and procedures.
Based on this evaluation, the Registrant's chief executive officer and
chief financial officer concluded that such disclosure controls and
procedures are effective to ensure that information required to be
disclosed by the Registrant in reports it files or submits under the
Exchange Act is (a) recorded, processed, summarized and reported within
the time periods specified in the rules and forms of the Securities and
Exchange Commission ("SEC") and (b) accumulated and communicated to the
Registrant's management including the Registrant's chief executive officer
and chief financial officer, or persons performing similar functions, as
appropriate, to allow timely decisions regarding required disclosure. It
should be noted that while the Registrant's chief executive officer and
chief financial officer believe that the Registrant's disclosure controls
and procedures provide a reasonable level of assurance that they are
effective, they do not expect that the Registrant's disclosure controls
and procedures or internal control over financial reporting will prevent
all errors and fraud. A control system, no matter how well
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conceived or operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met.
B. CHANGES IN INTERNAL CONTROLS
There was no change in the Registrant's internal control over financial
reporting that occurred during the period covered by this report that has
materially affected, or is reasonably likely to materially affect, its
internal control over financial reporting.
AUDIT COMMITTEE FINANCIAL EXPERT
The Registrant's board of directors has determined that it has at least one
audit committee financial expert serving on its audit committee. Messrs.
Chambers, Kvisle, Johnstone, Lerstad and Purchase have been determined to be
audit committee financial experts for the purposes of applicable legislation.
CODE OF ETHICS
The Registrant has adopted a Code of Corporate Ethics and Behaviour that applies
to all directors, officers and employees, including its principal executive
officer, principal financial officer and principal accounting officer. The Code
of Corporate Ethics and Behaviour sets out the standards of conduct that apply
to each person's performance of his or her duties and is designed so that the
Registrant's affairs are conducted fairly, honestly and in strict compliance
with its legal obligations. The Code of Corporate Ethics and Behaviour is
available at the Registrant's website at www.norskecanada.com.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
External Auditor Service Fees in Canadian dollars(1):
Year Ended December 31, 2004 Year Ended December 31, 2003
---------------------------- ----------------------------
Audit Fees $ 732,200 $ 709,100
Audit Related Fees 124,500 99,900
Tax Fees 90,900 156,100
All Other Fees - -
---------- -----------
$ 947,600 $ 965,100
(1) The exchange rates at December 31, 2004 and 2003, based on the Bank of
Canada noon spot rate were $1.302 and $1.402 (C$/US$), respectively.
The nature of each category of fee is described below:
Audit Fees
Includes services that are provided by the independent auditor in connection
with statutory and regulatory filings, principally for the audit of the annual
financial statements contained in the Form 40-F, Annual Information Form,
Management Proxy Circular and offering memoranda.
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Audit Related Fees
Includes assurance and related services provided by the independent auditor that
are related to the performance of the audit, principally for general advice on
accounting standards, the audit of the Registrant's pension plan and the audit
of a wholly owned subsidiary.
Tax Fees
Relates to tax compliance services provided by the independent auditor,
including assistance with questions regarding tax audits.
The Audit Committee is responsible for pre-approving audit and non-audit
services provided by the independent auditor. The Audit Committee has delegated
to its Chairman the authority, to be exercised between regularly scheduled
meetings of the Audit Committee, to pre-approve non-audit services provided by
the independent auditor up to a maximum amount of CDN$100,000 in the aggregate.
All such pre-approvals shall be reported by the Chairman at the next meeting of
the Audit Committee following the pre-approval.
OFF BALANCE SHEET ARRANGEMENTS
The Registrant uses financial instruments to reduce its exposure to foreign
currency and price risks associated with its revenues, costs and long-term debt.
The Registrant considers these financial instruments important in terms of cash
flow for their ability to hedge against changes in the U.S. dollar on which much
of its revenues are based, the prices of its products and energy inputs. The
Registrant also uses interest swaps to reduce its exposure to long-term interest
rates associated with its senior notes.
At December 31, 2004, no commodity price hedging instruments were outstanding in
respect of products sold. The following table highlights the Registrant's
foreign currency options and forward contracts outstanding to sell U.S. dollars
at December 31, 2004:
OPTIONS
---------------------------------------------------------------
FLOOR CEILING FORWARD CONTRACTS
---------------------------------------------------------------
AVERAGE RATE AVERAGE RATE AVERAGE RATE
TERM US$MILLIONS CDN$ / US$ US$MILLIONS CDN$ / US$ US$MILLIONS CDN$ / US$
- ---- ----------- ------------ ----------- ------------ ----------- ------------
As at December 31, 2004
0 to 12 months $ 422 1.2902 $ 362 1.3588 $ 49 1.2798
13 to 24 months $ 56 1.2882 $ 56 1.3693 $ - -
As at December 31, 2003
0 to 12 months $ 324 1.4477 $ 142 1.5756 $ 56 1.5764
13 to 24 months $ 105 1.3647 $ 54 1.4539 $ 9 1.5269
At period-end exchange rates, the amount that the Registrant would receive to
settle the above contracts and options is $50.2 million, of which $14.2 million
has been included in sales and prepaids and other.
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At December 31, 2004, the Registrant's long-term debt related forward foreign
exchange contracts to acquire U.S. dollars totalled US$115.5 million over a
three-year period, at rates averaging CDN$1.5753/US$. At period end exchange
rates, the net amount the Registrant would pay to settle these contracts is
$41.7 million.
The Registrant also uses financial instruments to reduce the Registrant's
exposure to energy costs. At December 31, 2004, the Registrant had oil swaps to
purchase 205,000 barrels at an average contract rate of US$25.33 per barrel,
settling between January 1, 2005 and March 31, 2007, and natural gas swaps to
purchase 0.6 million gigajoules ("Gj") at an average contract rate of US$5.58
per Gj, settling between January 1, 2005 and March 31, 2005. At year-end rates,
the net amount the Registrant would receive to settle these contracts is $3.8
million.
From time to time, the Registrant enters into interest rate swaps to manage the
Registrant's exposure to changes in long-term fixed interest rates associated
with its senior notes. The Registrant entered into fixed-to-floating interest
rate swaps on US$30 million, under which the Registrant will receive a fixed
rate receipt of 7.375%, and pay a floating rate averaging U.S. six month LIBOR
plus an average of 1.97%. The swaps mature March 1, 2014 and are cancellable at
the counterparties' option between March 1, 2009 and March 1, 2014, for premiums
which mirror the call premiums on the 7.375% senior notes. At period end rates,
the net amount the Registrant would receive to settle these contracts is $1.4
million.
CONTRACTUAL OBLIGATIONS
The following table presents the aggregate amount of future cash outflows of the
Registrant's contractual obligations as of December 31, 2004, excluding amounts
due for interest on outstanding indebtedness:
Payments due by Period
(In millions of Canadian dollars)
---------------------------------------------------------------------------------
Less than 1-3 3-5 More than
CONTRACTUAL OBLIGATIONS Total 1 Year Years Years 5 Years
- ----------------------- ---------------- ------------- ---------- ----------- ----------
Long-term debt $ 823.6 $ - $ - $ 37.6 $ 786.0
Capital lease obligations 8.0 0.7 1.5 1.5 4.3
Operating leases 105.6 13.3 22.5 17.0 52.8
--------- -------- -------- --------- ---------
Total $ 937.2 $ 14.0 $ 24.0 $ 56.1 $ 843.1
========= ======== ======== ========= =========
AUDIT COMMITTEE
The Registrant has a separately designated standing audit committee established
in accordance with section 3(a)(58)(A) of the Exchange Act. The members of the
audit committee are Thomas Chambers, Harold Kvisle, Trevor Johnstone, Vidar
Lerstad and Keith Purchase. Each of Messrs. Chambers, Kvisle, Johnstone, Lerstad
and Purchase are independent as that term is defined for
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purposes of audit committee member independence under the corporate governance
standards of the New York Stock Exchange.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. UNDERTAKING
The Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the staff of the SEC, and
to furnish promptly, when requested to do so by the SEC 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 transactions in said securities.
B. CONSENT TO SERVICE OF PROCESS
The Registrant has previously filed a Form F-X in connection with the
class of securities in relation to which the obligation to file this
report arises.
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, thereto duly
authorized.
NORSKE SKOG CANADA LIMITED
By: "Ralph Leverton"
Name: RALPH LEVERTON
Title: Vice President, Finance
and Chief Financial Officer
Date: March 28, 2005
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
1 Annual Information Form
2 Audited Consolidated Financial Statements of Norske Skog Canada
Limited as at and for the year ended December 31, 2004
3 Management's Discussion and Analysis
4 Consent of KPMG LLP
9 Indenture, dated as of March 23, 2004, governing the Registrant's
7 3/8% Senior Notes due 2014, among the Registrant, the subsidiary
guarantors and Wells Fargo Bank, National Association, as trustee.
10 Credit Agreement, dated as of July 19, 2002, among the
Registrant, the subsidiary restricted parties named therein, TD
Securities and RBC Capital Markets as arrangers, the
Toronto-Dominion Bank, as administration agent, Royal Bank of
Canada as syndication agent, and the lender parties named therein
(the "Credit Agreement").
11 First Amending Agreement to Credit Agreement, dated as of May 8,
2003, among the Registrant, the subsidiary restricted parties
named therein, The Toronto-Dominion Bank, as administration agent,
and the lender parties named therein.
12 Second Amending Agreement to Credit Agreement, dated August 6,
2003 among the Registrant, its subsidiary restricted parties named
therein, the Toronto-Dominion Bank, as administrative agent, and
the lender parties thereto.
13 Third Amending Agreement to Credit Agreement, dated May 28, 2004,
among the Registrant, its subsidiary restricted parties named
therein, the Toronto-Dominion Bank, as administrative agent, and
the lender parties thereto.
14 Omnibus Pledge Agreement, dated as of July 19, 2002,
entered into by certain wholly owned subsidiaries of the
Registrant and The Toronto-Dominion Bank pursuant to the
Credit Agreement.
15 Aggregate Repricing Agreement, dated as of May 14, 2003,
among Norske Skog Canada Finance Limited, certain lenders
or affiliates of lenders named in the Credit Agreement and
Royal Bank of Canada as group valuation agent, with
respect to the repricing from time to time of certain
secured derivative contracts entered into by Norske Skog
Canada Finance Limited.
16 Indenture, dated as of May 15, 2003, governing the Registrant's 8
5/8% Senior Notes due 2011, among the Registrant, the subsidiary
guarantors and Wells Fargo Bank Minnesota, National Association,
as trustee (the "2003 Notes Indenture").
17 First Supplemental Indenture amending the 2003 Notes
Indenture, dated as of December 1, 2003, among the
Registrant, the subsidiary guarantors named therein and
Wells Fargo Bank Minnesota, National Association, as
trustee.
31.1 Certification of Russell J. Horner, President and Chief Executive
Officer, pursuant to Rule 13a - 14(a).
31.2 Certification of Ralph Leverton, Vice-President, Finance and Chief
Financial Officer, pursuant to Rule 13a-14(a).
32.1 Certification of Russell J. Horner, President and Chief Executive
Officer, pursuant to Rule 13a - 14(b).
32.2 Certification of Ralph Leverton, Vice-President, Finance and Chief
Financial Officer, pursuant to Rule 13a-14(b).