================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 40-F
ANNUAL REPORT PURSUANT TO SECTION 13 (a) OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002 Commission File Number: 001-14568
IPSCO INC.
(Exact name of Registrant as specified in its charter)
CANADA
(Province or other jurisdiction of incorporation or organization)
3312/3315/3317/3325/3399
(Primary Standard Industrial Classification Code Numbers)
P.O. BOX 1670, REGINA, SASKATCHAWAN, CANADA
TELEPHONE: (306) 924-7700
(Address and telephone number of Registrant's principal executive offices)
MR. GEORGE VALENTINE, VICE PRESIDENT AND GENERAL COUNSEL, IPSCO INC.
650 WARRENVILLE ROAD, SUITE 500, LISLE, ILLINOIS 60532,
TELEPHONE: (630) 810-4800
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Common Shares
SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
TITLE OF EACH CLASS: 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:
[X] Annual information form [X] Audited annual financial statements
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.
47,667,487 Common Shares outstanding as of December 31, 2002
Indicate by check mark whether the Registrant is furnishing the information
contained in this Form 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 [_] 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 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 [_]
UNDERTAKING
IPSCO Inc. 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 transactions in said securities.
CONTROLS AND PROCEDURES
IPSCO Inc. maintains disclosure controls and procedures and internal controls
designed to ensure that information required to be disclosed in IPSCO Inc.'s
filings under the Securities Exchange Act of 1934, as amended, is reported
within the time periods specified in the Securities and Exchange Commission's
rules and forms. IPSCO Inc.'s principal executive and financial officers have
evaluated IPSCO Inc.'s disclosure controls and procedures within 90 days of the
filing of this Annual Report on Form 40-F and have concluded that such
disclosure controls and procedures are effective for the purpose for which they
were designed.
Subsequent to the date of such evaluation, there were no significant changes in
internal controls or other factors that could significantly affect internal
controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.
SIGNATURES
Pursuant to the requirements of the Exchange Act, IPSCO Inc. 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.
Dated this 1st day of April, 2003
IPSCO Inc.
By: /s/ Robert L. Ratliff
Robert Ratliff,
Vice President and Chief Financial Officer
CERTIFICATION
(Section 302 - Sarbanes-Oxley Act of 2002)
I, David Sutherland, President and Chief Executive Officer of IPSCO Inc.,
certify that:
1. I have reviewed this annual report on Form 40-F of IPSCO Inc.;
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 (and 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 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.
Dated this 1st day of April, 2003.
/s/ David Sutherland
David Sutherland
President and Chief Executive Officer, IPSCO Inc.
CERTIFICATION
(Section 302 - Sarbanes-Oxley Act of 2002)
I, Robert Ratliff, Vice President and Chief Financial Officer of IPSCO Inc.,
certify that:
1. I have reviewed this annual report on Form 40-F of IPSCO Inc.;
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 (and 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 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.
Dated this 1st day of April, 2003.
/s/ Robert L. Ratliff
Robert Ratliff
Vice President and Chief Financial Officer, IPSCO Inc.
Documents filed as part of this report:
1. Annual Information Form of IPSCO Inc. dated February 28, 2002
2. Consolidated Financial Statements for the fiscal years ended
December 31, 2002 and 2001 including U.S. GAAP reconciliation
note, together with the auditors' report thereon
3. Management's Discussion and Analysis of Financial Condition
and Results of Operations for the year ended December 31, 2002
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
23.1 Consent of Independent Auditors
99.1 Certifications Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002