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REGISTRATION NO. 33-57920
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 5
ON FORM S-3
TO
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
POTASH CORPORATION OF SASKATCHEWAN INC.
(Exact name of Registrant as specified in its charter)
----------------
SASKATCHEWAN, CANADA N/A
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
122 - 1ST AVENUE SOUTH
SASKATOON, SASKATCHEWAN, CANADA S7K 7G3
306-933-8500
(Address and telephone number of Registrant's principal executive offices)
----------------
CHARLES E. CHILDERS, PRESIDENT
POTASH CORPORATION OF SASKATCHEWAN INC.
122 - 1ST AVENUE SOUTH
SASKATOON, SASKATCHEWAN, CANADA S7K 7G3
306-933-8500
(Name, address and telephone number of agent for service)
----------------
The Commission is requested to send copies of all communications to:
JAMES B. HALPERN
ARENT FOX KINTNER PLOTKIN & KAHN
1050 CONNECTICUT AVE., N.W.
WASHINGTON, D.C. 20036-5339
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If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following
box. / X /
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If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered in connection with divided or interest
reinvestment plans, check the following box. / /
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If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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PROSPECTUS
POTASH CORPORATION OF SASKATCHEWAN INC.
COMMON SHARES
DIVIDEND REINVESTMENT PLAN
This Prospectus relates to the offering by Potash Corporation of Saskatchewan
Inc. to holders of its common shares (the "Shares") of the right to participate
in its Dividend Reinvestment Plan (the "Plan"). Under the Plan, cash dividends
on Shares are reinvested in newly issued Shares at market value, without
brokerage commissions.
NO SECURITIES COMMISSION OR SIMILAR AUTHORITY IN CANADA HAS, IN ANY WAY, PASSED
UPON THE MERITS OF THE SECURITIES OFFERED HEREBY AND ANY REPRESENTATION TO THE
CONTRARY IS AN OFFENSE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES AUTHORITY, NOR HAS THE COMMISSION
OR ANY STATE SECURITIES AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is April 28, 1997.
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The Company is incorporated under the laws of the Province of Saskatchewan.
Most of the directors and officers of the Company (and the Company's
independent chartered accountants) reside outside the United States (in
Canada). Substantially all of the assets of these persons are located outside
the United States. It may not be possible for investors to effect service of
process within the United States upon such persons or to enforce against the
Company or such persons judgments obtained in the United States courts
predicated upon the civil liability provisions of the federal securities laws
of the United States. The Company has been advised by its solicitors,
Robertson Stromberg, that there is some doubt as to the enforceability in
Canada in original actions, or in actions for enforcement of judgments of
United States courts, of civil liabilities predicated upon the federal
securities laws of the United States.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus in connection with the offer
contained herein, and, if given or made, such information or representation
must not be relied upon as having been authorized by the Company. This
Prospectus does not constitute an offer to sell, or solicitation of an offer to
buy, any securities offered hereby in any jurisdiction to any person to whom it
is not lawful to make any such offer or solicitation in such jurisdiction.
Neither the delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create an implication that there has been no change in
the affairs of the Company since the date hereof or that the information
contained herein is correct as of any time subsequent to its date.
The Company files reports and other information with the Securities and
Exchange Commission. The reports and other information can be inspected and
copied at the public reference facilities maintained by the Commission in Room
1024, 450 Fifth St., N.W., Washington, D.C. 20549; Room 1400, 500 West Madison
St., Chicago, Illinois 60661; and 13th Floor, 7 World Trade Center, New York,
New York 10048. Copies of such material can also be obtained by mail from the
public reference section of the Commission at 450 Fifth St., N.W., Washington,
D.C. 20549, at prescribed rates. The Shares are listed on the New York Stock
Exchange, and the Company files reports and other information therewith. Such
reports and other information may be inspected at the offices of the New York
Stock Exchange, 20 Broad St., New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Securities and Exchange
Commission, Washington, D.C., pursuant to the Securities Exchange Act of 1934
are incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1996.
2. The Company's Registration Statements on Form 8-A, dated September 28, 1989,
and December 16, 1994.
All filings by the Company with the Commission covering periods ending after
December 31, 1996 pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act, prior to the termination of the Plan, shall be deemed
to be incorporated by reference in this Prospectus. The Company will provide
without charge to each person to whom this Prospectus is delivered, upon
written or oral request, any information that has been incorporated by
reference in this Prospectus. Requests for such information should be directed
to the Company's Secretary at 122-1st Avenue South, Saskatoon, Saskatchewan,
Canada S7K 7G3 (306/933-8500).
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THE COMPANY
The Company is one of the world's largest integrated fertilizer companies. In
1996, the Company's potash production represented an estimated 15% of global
production. In that year, the Company had 23% of global capacity and an
estimated 41% of global excess capacity, giving it more available potash
capacity than any single company or country other than Canada. The Company is
also the third largest producer of phosphates worldwide by capacity, currently
representing approximately 9% of world production and 7% of world capacity.
On March 6, 1997, the Company acquired all of the outstanding capital stock of
Arcadian Corporation in exchange for 8,030,236 Shares and $555,145,002.
Arcadian Corporation, which now operates under the name PCS Nitrogen, Inc., is
the largest producer and marketer of nitrogen fertilizers and nitrogen
chemicals in the Western Hemisphere.
The Shares are listed on the Toronto and Montreal Stock Exchanges in Canada and
the New York Stock Exchange in the United States.
The principal executive offices of the Company are located at 122 - 1st Avenue
South, Saskatoon, Saskatchewan, Canada S7K 7G3, and its telephone number is
(306) 933-8500.
In this Prospectus, the Company refers to Potash Corporation of Saskatchewan
Inc. and its subsidiaries, unless the context otherwise requires.
THE PLAN
Under the Plan, a shareholder of the Company may reinvest cash dividends on
Shares and obtain newly issued Shares directly from the Company at Market Value
per Share (defined under "Number of Shares").
PARTICIPATION
A shareholder who is registered as such in the records of the Company may
become a participant in the Plan (a "Participant"). To become a Participant, a
beneficial owner of Shares whose Shares are not registered in the beneficial
owner's name must become a shareholder of record by having the Shares
transferred into the beneficial owner's name unless the beneficial owner
arranges with the record holder for the record holder to participate in the
Plan on behalf of the beneficial owner.
A Participant may reinvest, in newly issued Shares, cash dividends, less any
applicable withholding tax, paid on all or a portion of the Shares held by the
Participant. Participation commences on the dividend record date following
receipt by The R-M Trust Company (the "Agent") of a duly completed form
relating to participation. Participation continues concerning Shares included
in the Plan unless and until participation is terminated pursuant to the Plan.
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NUMBER OF SHARES
The number of Shares to which a Participant is entitled, in connection with a
cash dividend on Shares subject to the Plan, is determined by dividing the
aggregate cash dividend on such Shares, less any applicable withholding tax, by
the Market Value per Share. "Market Value per Share" is the average of the
per Share closing sales prices for board lots of Shares on the Toronto Stock
Exchange and for round lots of Shares reported in the New York Stock Exchange
- -- Consolidated Trading for the five trading days immediately prior to the
dividend payment date. For a Participant whose registered address is in
Canada, Market Value per Share is expressed in Canadian dollars; for other
Participants, in United States dollars. In the calculations, currency
conversions are made at the Bank of Canada noon rates of exchange on the
trading days.
The account of each Participant is credited, as of each dividend payment date,
with the number of newly issued Shares, including, if applicable, a fraction of
a Share calculated to three decimal places, to which the Participant becomes
entitled.
Shares, including fractions of Shares, acquired under the Plan are, in turn,
subject to the Plan.
STATEMENTS OF ACCOUNT
The Agent will maintain an account for each Participant relating to the
Participant's Shares subject to the Plan and will mail a statement of account
to each Participant after each dividend payment. This statement will set forth
the cash dividends paid on the Shares subject to the Plan, withholding tax if
applicable, the number of newly issued Shares, including fractions, resulting
from reinvestment of the net dividends, the purchase price per Share and the
total number of Shares, including fractions, subject to the Plan, standing to
the credit of the Participant.
CERTIFICATES FOR SHARES
A Participant may at any time obtain a certificate for any number of whole
Shares subject to the Plan standing to the Participant's credit (not
represented by an outstanding certificate) by written request to the Agent.
VOTING OF SHARES
The voting of whole Shares held for a Participant may be directed by the
Participant in connection with any meeting of the shareholders of the Company.
A fractional Share does not carry the right to vote.
SALE OR OTHER TRANSFER OF SHARES
To sell or otherwise transfer Shares credited to a Participant's account, the
Participant must obtain a certificate representing such Shares. A certificate
may only be issued for a whole number of Shares. The Company will not
recognize a pledge of, or other encumbrance against, the Shares credited to an
account under the Plan for which a certificate has not been issued. If a
Participant transfers a portion of Shares registered in the Participant's name
in connection with a sale or otherwise, the transfer will be deemed, in the
absence of written instructions to the contrary, to have been made first out of
the Shares, if any, which are not subject to the Plan.
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TERMINATION OF PARTICIPATION
A Participant may, at any time by written notice to the Agent, terminate
participation as to all or a portion of the Participant's Shares subject to the
Plan. Dividends on the Shares being withdrawn will be paid thereafter in cash
and not reinvested in Shares. Participation in the Plan will terminate
automatically upon receipt by the Agent of written notice of the death of a
Participant.
When participation terminates, a certificate for the appropriate number of
whole Shares will be issued and mailed to the terminated Participant with a
check for the market value of any fraction of a Share, calculated by the
Company or the Agent pursuant to any reasonable method. In general, the
termination will be effective when a notice of termination is received by the
Agent. However, if the notice of termination is received after a dividend
record date but on or before the related dividend payment date, the termination
will be effective on the business day immediately following such dividend
payment date.
ADMINISTRATION AND COSTS
The Agent will administer the Plan. All costs of administration of the Plan
will be borne by the Company.
RESPONSIBILITY OF THE COMPANY AND THE AGENT
The Company and the Agent will not be liable under the Plan for any act or
omission made in good faith.
AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN
The Company has the right to amend, suspend or terminate the Plan at any time.
However, such action will not have any retroactive effect in connection with
cash dividends previously reinvested. Written notice of any action by the
Company affecting the Plan will be sent to each Participant. If the Plan is
terminated, a certificate for the appropriate number of whole Shares will be
issued and mailed to each Participant with a check for the proceeds of sale of
any fraction of a Share.
CERTAIN INCOME TAX CONSIDERATIONS FOR UNITED STATES PERSONS
The following summary is of a general nature and is not intended to
be, nor should it be construed to be, legal or tax advice to any participant in
the Plan. This discussion does not purport to deal with all aspects of
Canadian and United States federal income taxation that may be relevant to
participants in the Plan and does not take into account Canadian provincial or
territorial tax laws, United States state or local tax laws, or tax laws of
jurisdictions outside of Canada and the United States. The following is based
upon the tax laws of Canada and the United States as in effect on the date of
this Prospectus, which are subject to change. Participants should consult
their own tax advisors with respect to their particular circumstances.
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
The following summarizes the principal Canadian federal income tax
considerations under the Income Tax Act (Canada) (the "Act") generally
applicable to participation in the Plan by a participant who
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(i) throughout the period during which the participant owns Shares, is not
resident in Canada for purposes of the Act and is a resident of the United
States for purposes of the Canada-United States Income Tax Convention (the
"Convention"), (ii) holds Shares as capital property, (iii) deals at arm's
length with the Company, (iv) does not use or hold, and is not deemed to use or
hold, such Shares in, or in the course of, carrying on a business or providing
independent personal services in Canada, and (v) does not own (or is not
treated as owning) 10% or more of the outstanding voting shares of the Company
(a "U.S. Participant").
Dividends paid or credited on Shares owned by a U.S. Participant and
designated for reinvestment under the Plan will be subject to Canadian
withholding tax under the Act at a rate of 25% on the gross amount of the
dividends. The rate of withholding tax generally is reduced under the
Convention to 15% where the U.S. Participant is the beneficial owner of the
dividends. The Convention generally provides an exemption from Canadian income
tax for dividends earned by (i) certain U.S. exempt organizations (such as
educational and charitable organizations), and (ii) certain entities and other
arrangements (including pension funds and individual retirement accounts) that
generally are exempt from United States income taxation and that are operated
exclusively to administer or provide employee benefits.
A gain realized by a U.S. Participant on a disposition or deemed
disposition of Shares generally will not be subject to tax under the Act unless
such Shares constitute taxable Canadian property within the meaning of the Act.
Even if such Shares constituted taxable Canadian property, such gain generally
will be exempt from Canadian income tax under the Convention as long as the
value of the Shares is not derived principally from real property situated in
Canada.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following summarizes the principal United States federal income
tax considerations applicable to a U.S. Participant in the Plan. This
discussion does not purport to deal with all aspects of United States federal
income taxation that may be relevant to a U.S. Participant, including a U.S.
Participant owning (or treated as owning) 10% or more of the outstanding voting
shares of the Company.
As explained above under the heading "Certain Canadian Federal Income
Tax Considerations", dividends paid or credited to U.S. Participants on Shares
and designated for reinvestment under the Plan generally will be subject to
Canadian nonresident withholding tax at the Convention-reduced rate of 15%.
A U.S. Participant generally will recognize, to the extent of the
Company's current or accumulated earnings and profits, taxable ordinary income
in an amount equal to the U.S. dollar equivalent of the sum of the fair market
value of the Shares purchased with reinvested dividends on the payment date
plus the amount of Canadian withholding tax. In general, a U.S. Participant
may elect to claim either a deduction or, subject to certain limitations, a
credit in computing its United States federal income tax liability for Canadian
income tax withheld from dividends paid or credited on the Shares and
designated for reinvestment under the Plan. Such dividends will not be
eligible for the dividends-received deduction generally provided to
corporations receiving dividends from certain United States corporations.
Upon a sale or other disposition of Shares, a U.S. Participant
generally will recognize gain or loss equal to the difference between the
amount realized on such sale or disposition and the adjusted tax basis of such
Shares. If Shares are held as capital assets, any such gain or loss will be
capital gain or loss.
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USE OF PROCEEDS
The net proceeds from issuance of Shares offered hereby will be added to the
general funds of the Company and made available for general corporate purposes,
including working capital requirements.
LEGAL MATTERS
The validity of the Shares has been passed upon for the Company by Robertson
Stromberg, Saskatoon, Saskatchewan. Certain legal matters involving United
States law in connection with this Prospectus have been passed upon for the
Company by Arent Fox Kintner Plotkin & Kahn, Washington, D.C. E. Robert
Stromberg, Q.C., a partner of Robertson Stromberg, is a director of the
Company.
EXPERTS
The financial statements incorporated in this Prospectus by reference to the
Company's Annual Report on Form 10-K for the year ended December 31, 1996, have
been so incorporated in reliance on the report of Deloitte & Touche,
independent chartered accountants, and on their authority as experts in
auditing and accounting.
INDEMNIFICATION
Section 119 of the Business Corporations Act (Saskatchewan) authorizes
corporations to indemnify past and present directors and officers for
liabilities incurred in connection with their services as such (including
expenses and settlement payments) if the director or officer acted honestly and
in good faith with a view to the best interests of the corporation and, in the
case of a criminal or administrative proceeding, if the director or officer had
reasonable grounds for believing his or her conduct involved was lawful. In
the case of a suit by or on behalf of the corporation, a court must approve the
indemnification. Section 10.04 of the Company's bylaws requires that the
Company indemnify directors and officers to the extent permitted by law. The
Company has entered into Agreements of Indemnification with its directors and
officers providing for indemnification permitted by law. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.
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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 S-3 and has duly caused this amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Saskatoon, Province of Saskatchewan, Canada, on
this 28th day of April, 1997.
POTASH CORPORATION OF SASKATCHEWAN INC.
By /s/ BARRY E. HUMPHREYS
-----------------------------------
Barry E. Humphreys
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this amendment to
the Registration Statement has been signed by or on behalf of the following
persons in the capacities indicated on the 28th day of April, 1997.
Signature Title
--------- -----
*
Chairman of the Board,
- --------------------------------- President and Chief
Charles E. Childers Executive Officer
/s/ BARRY E. HUMPHREYS Senior Vice President, Finance
- --------------------------------- and Treasurer (Principal Financial
Barry E. Humphreys and Accounting Officer)
*
Director
- ---------------------------------
Isabel B. Anderson
*
Director
- ---------------------------------
Dennis J. Cote
*
Director
- ---------------------------------
William J. Doyle
*
Director
- ---------------------------------
Willard Z. Estey
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*
Director
- ---------------------------------
Dallas J. Howe
*
Director
- ---------------------------------
James F. Lardner
*
Director
- ---------------------------------
Donald E. Phillips
*
Director
- ---------------------------------
Paul J. Schoenhals
*
Director
- ---------------------------------
Daryl K. Seaman
*
Director
- ---------------------------------
E. Robert Stromberg
*
Director
- ---------------------------------
Jack G. Vicq
*
Director
- ---------------------------------
Barrie A. Wigmore
*
Director
- ---------------------------------
Paul S. Wise
PCS Phosphate Company, Inc. Authorized Representative
in the United States
By /s/ THOMAS J. WRIGHT
--------------------------------
Thomas J. Wright
President
*By /s/ BARRY E. HUMPHREYS
------------------------------------------
Barry E. Humphreys, pursuant
to Power-of-Attorney
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