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UNITED STATES
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, 2006 Commission File Number:333-90736
WESTERN OIL SANDS INC.
(Exact name of Registrant as specified in its charter)
ALBERTA
(Province or other jurisdiction of incorporation or organization)
1311
(Primary Standard Industrial Classification Code Number (if applicable))
NOT APPLICABLE
(I.R.S. Employer Identification Number (if applicable))
2400 ERNST & YOUNG TOWER, 440-2ND AVENUE S.W.,
CALGARY, ALBERTA, CANADA, T2P 5E9
TELEPHONE: (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 code) of agent for
service in the United States)
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
and 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% Senior Secured Notes due May 1, 2012
FOR ANNUAL REPORTS, INDICATE BY CHECK MARK THE INFORMATION FILED WITH THIS FORM:
[_] Annual information form [_] 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.
161,378,399 Common Shares outstanding as of December 31, 2006
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 file 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
the Annual Report on Form 40-F for the year ended December 31, 2006 to correct
a typographical error in the date of the fiscal year referenced in the
certification signed by the Registrant's Senior Vice President, Finance and
Chief Financial Officer (Principal Financial Officer) required by Rule
13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
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.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
UNDERTAKING
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: 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.
CONSENT TO SERVICE OF PROCESS
A Form F-X signed by the Registrant and its agent for service of
process has been filed with the Commission in connection with its 8 3/8% Senior
Secured Notes due May 1, 2012.
Any change to the name or address of the agent for service of process
of the Registrant shall be communicated promptly to the Commission by an
amendment to the Form F-X referencing the file number of the Registrant.
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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 and has duly
caused this Amendment No. 1 to the Annual Report on Form 40-F to be signed on
its behalf by the undersigned, thereto duly authorized.
Dated this 19th day of July, 2007
WESTERN OIL SANDS INC.
By: /s/ David A. Dyck
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Name: David A. Dyck
Title: Senior Vice President, Finance
and Chief Financial Officer
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Documents filed as part of this report:
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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1* Annual Information Form for the fiscal year ended December 31,
2006.
2* Consolidated Financial Statements for the fiscal years ended
December 31, 2006 and 2005 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, 2006.
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
13a-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
13a-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.
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* previously filed