U.S. SECURITIES AND EXCHANGE
COMMISSION WASHINGTON, D.C.
20549
FORM 40-F/A
AMENDMENT NO. 1
[_] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF
THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION
13(a) OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005 Commission File Number: 333-90736
WESTERN OIL SANDS INC.
(Exact name of Registrant as specified in its charter)
ALBERTA, CANADA 1311 NOT APPLICABLE.
(PROVINCE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF INCORPORATION CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
OR ORGANIZATION)
2400 ERNST & YOUNG TOWER, 440-2ND AVENUE S.W.
CALGARY, ALBERTA, CANADA T2P 5E9
(403) 233-1700
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CT CORPORATION SYSTEM
111-8TH AVENUE, NEW YORK, NEW YORK 10011
(212) 894-8940
(NAME, ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODES OF AGENT FOR SERVICE)
SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO
SECTION 12(B) OF THE ACT:
NONE
SECURITIES REGISTERED OR TO BE 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: The Registrant is a "voluntary
filer" and files annual reports on Form 40-F, amendments to such
reports and furnishes information on Form 6-K to the Securities and
Exchange Commission, pursuant to its obligations under its indenture
dated April 23, 2002 relating to its 8 3/8% Notes due May 1, 2012.
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:
160,518,041 Common Shares outstanding at December 31, 2005
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 [_] 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 [_]
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EXPLANATORY NOTE
The Registrant is filing this Amendment No. 1 (this "Amendment")
to Form 40-F for the year ended December 31, 2005 to insert a signed auditor's
report relating to the Registrant's consolidated financial statements for the
fiscal years ended December 31, 2005 and 2004, which was inadvertently omitted
from the original filing of the Form 40-F.
Other than as expressly set forth above, this Amendment does not,
and does not purport to, update or restate the information in any Item of the
Form 40-F or reflect any events that have occurred after the Form 40-F was
filed.
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PRINCIPAL DOCUMENTS
The following documents have been filed as part of this Amendment
to Form 40-F:
A. ANNUAL INFORMATION FORM
Annual Information Form of Western Oil Sands Inc. for the year
ended December 31, 2005.*
B. AUDITED ANNUAL FINANCIAL STATEMENTS
Consolidated audited financial statements for the years ended
December 31, 2005 and 2004, including the auditor's report with respect
thereto and a U.S. GAAP reconciliation note.*+
C. MANAGEMENT'S DISCUSSION AND ANALYSIS
Management's Discussion and Analysis for the year ended December 31, 2005.*
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* Previously filed.
+ THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDED DECEMBER
31, 2005 AND 2004 INCLUDING U.S. GAAP RECONCILIATION NOTE HAVE BEEN PREVIOUSLY
FILED. HOWEVER, THIS AMENDMENT IS ACCOMPANIED BY A SIGNED AUDITOR'S REPORT
THEREON.
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SIGNATURE
Pursuant to the requirements of the Exchange Act, the Registrant
certifies that it meets all of the requirements for filing on Form 40-F/A and
has duly caused this amendment No.1 to Annual Report on Form 40-F/A to be
signed on its behalf by the undersigned, thereto duly authorized.
Dated: September 11, 2006
WESTERN OIL SANDS INC.
By: /s/ David A. Dyck
----------------------------
Name: David A. Dyck
Title: SR Vice President,
Finance & CFO
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EXHIBITS
The following exhibits are filed as part of this report.
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EXHIBIT NUMBER DESCRIPTION
- -------------------------------------------------------------------------------
1* Annual Information Form of the Registrant for the fiscal year
ended December 31, 2005.
2*+ Consolidated Financial Statements for the fiscal years ended
December 31, 2005 and 2004 including U.S. GAAP reconciliation
note, together with the auditors' report thereon.
3* Management's Discussion and Analysis for the fiscal year ended
December 31, 2005.
4* Certification of Chief Executive Officer pursuant to Rule
13a-14(a) or 15d-14 of the Securities Exchange Act of 1934.
5* Certification of Chief Financial Officer pursuant to Rule
13a-14(a) or 15d-14 of the Securities Exchange Act of 1934.
6* Certification of Chief Executive Officer pursuant to Rule
13(a)-14(b) and Section 1350 of Chapter 63 of Title 18 of the
United States Code (18 U.S.C. 1350).
7* Certification of Chief Financial Officer pursuant to Rule
13(a)-14(b) and Section 1350 of Chapter 63 of Title 18 of the
United States Code (18 U.S.C. 1350).
8* Consent of PricewaterhouseCoopers LLP, independent chartered
accountants.
9* Consent of GLJ Petroleum Consultants Ltd., independent
petroleum engineering consultants.
10* Consent of Norwest Corporation, independent mining engineering
consultants.
- -------------
* PREVIOUSLY FILED.
+ THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDED DECEMBER
31, 2005 AND 2004 INCLUDING U.S. GAAP RECONCILIATION NOTE HAVE BEEN PREVIOUSLY
FILED. HOWEVER, THIS FORM 40-F/A IS ACCOMPANIED BY A SIGNED AUDITOR'S REPORT
THEREON.