As filed with the Securities and Exchange Commission on July 19, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
(SCHEDULE B)
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Province of New Brunswick
(Canada)
(Name of Registrant)
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Names and Addresses of Authorized Representatives in the United States:
WILLIAM BRIAN SCHUMACHER
Deputy Consul General
Canadian Consulate General
1251 Avenue of the Americas
New York, N.Y. 10020
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Send communications to:
BRYAN MACDONALD JOHN W. WHITE, ESQ.
Assistant Deputy Minister Cravath, Swaine & Moore
Treasury Division Worldwide Plaza
Province of New Brunswick 825 Eighth Avenue
P.O. Box 6000 New York, New York 10019
Fredericton, N.B., Canada E3B 5H1
Approximate date of commencement of proposed sale to the public: From time to
time after this registration statement becomes effective as described herein.
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The securities registered by this registration statement are to be offered on a
delayed or continuous basis.
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CALCULATION OF REGISTRATION FEE
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Proposed maximum
Amount aggregate offering Amount of
Securities registered being registered price (1) registration fee
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Province of New Brunswick
Debt Securities........ U.S.$150,000,000 100% U.S.$13,800
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(1) Estimated solely for the purpose of determining the registration fee.
Pursuant to Rule 429 of the rules and regulations of the Securities and
Exchange Commission under the Securities Act of 1933, the prospectus contained
herein also relates to Registration Statement No. 33-89790, as to which this
constitutes Post-Effective Amendment No. 1. Such Post- Effective Amendment
shall hereafter become effective concurrently with the effectiveness of this
Registration statement in accordance with Section 8(c) of the Securities Act
of 1933.
The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
EXPLANATORY NOTE
This registration statement, including the basic prospectus constituting
a part hereof, relates to U.S. $150,000,000 aggregate principal amount of debt
securities of the Province of New Brunswick. The basic prospectus contained in
this registration statement also relates to U.S. $350,000,000 aggregate
principal amount of debt securities of the Province of New Brunswick
registered under Registration Statement No. 33-89790. Such U.S. $500,000,000
aggregate principal amount of debt securities will be offered from time to
time as separate issues of debt securities on the terms and in the manner to
be specified in prospectus supplements to be delivered in connection with each
such offering.
CROSS-REFERENCE SHEET
Cross-reference sheet between Schedule B of the Securities Act of 1933
and the prospectus.
Schedule B Item Heading in the Prospectus
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1 ............... Cover Page.
2 ............... Application of Proceeds; Description of Debt Securities.
3 ............... *; ****
4 ............... *
5 ............... *
6 ............... **
7 ............... Authorized Representatives.
8 ............... ***
9 ............... ***
10 ............... ***
11 ............... *; ****
12 ............... Description of Debt Securities; Legal Opinions.
13 ............... ****
14 ............... *; ****
_______________
* Information included in the Province of New Brunswick's most recent
Annual Report on Form 18-K filed with the Securities and Exchange
Commission (the "Annual Report") and incorporated by reference herein.
** To be completed or provided from time to time by amendment to the Annual
Report.
*** Information to be provided from time to time in prospectus supplements
to be delivered in connection with the offering of debt securities
registered hereby.
**** Information included in Part II to this registration statement or as an
exhibit hereto.
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Prospectus
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[GRAPHIC OMITTED]
U.S. $500,000,000
Province of New Brunswick
(Canada)
P.O. Box 6000
Fredericton, New Brunswick
Canada E3B 5H1
(506) 453-2515
Debt Securities
The Province of New Brunswick intends to issue from time to time debt
securities in an aggregate principal amount of up to U.S. $500,000,000. The
specific terms of each series of debt securities will be set forth in
supplement to this prospectus. You should read this prospectus and the related
prospectus supplement carefully before you invest.
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Neither the Securities and Exchange Commission, nor any State Securities
Commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
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The date of this prospectus is , 2002
TABLE OF CONTENTS
Page
----
About This Prospectus.................................................... 2
Province of New Brunswick................................................ 2
Application of Proceeds.................................................. 2
Description of Debt Securities........................................... 3
Plan of Distribution..................................................... 5
Authorized Representatives............................................... 5
Sources of Information................................................... 5
Legal Opinions........................................................... 6
Where You Can Get More Information....................................... 6
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed
with the Securities and Exchange Commission under a "shelf" registration
process. Using this process, we may offer the debt securities this prospectus
describes in one or more offerings with a total initial offering price of up
to $500,000,000. This prospectus provides you with a general description of
the securities we may offer. Each time we use this prospectus to offer
securities, we will provide a prospectus supplement and, if applicable, a
pricing supplement. The prospectus supplement and any pricing supplement will
describe the specific terms of that offering. The prospectus supplement and
any pricing supplement may also add to, update or change the information this
prospectus contains. Please carefully read this prospectus, the prospectus
supplement and any pricing supplement, in addition to the information
contained in the documents we refer to under the heading "Where You Can Find
More Information".
PROVINCE OF NEW BRUNSWICK
The Province of New Brunswick is located on the eastern seaboard of
Canada and has a total land area of 28,355 square miles of which about 12,877
square miles are Crown Lands owned by the Province. The Province's population
is concentrated principally in the valleys of the St. John River and other
rivers. A large part of the Province is covered by forests, which constitute a
major natural resource. Other natural resources include fish and shellfish,
farmland and base metals, coal, potash, limestone and other minerals. The
location of the Province provides the advantage of cost effective water
transportation for its products to export markets in the eastern United
States, Great Britain and Western Europe. According to Statistics Canada, the
population of the Province on July 1, 2001 was estimated at 757,077. The three
largest urban areas of the Province and their respective populations based on
1996 census figures are Saint John (125,705), Moncton (113,491) and
Fredericton (78,950), the capital of the Province.
APPLICATION OF PROCEEDS
The net proceeds to the Province from the sale of the debt securities
will be added to the Consolidated Fund of the Province to be used for general
Provincial purposes and may be advanced to, or applied to the purchase of
securities issued by, New Brunswick Power Corporation.
2
DESCRIPTION OF DEBT SECURITIES
The following is a brief summary of the terms and conditions of the debt
securities. You should review the form of debt security for more details
regarding the provisions described below and for other provisions that may be
important to you. A form of the debt securities is filed as an exhibit to the
registration statement. See "Where You Can Find More Information".
General
The debt securities may be issued in one or more series as we authorize
from time to time. The prospectus supplement relating to particular debt
securities will describe the following terms:
o the designation, aggregate principal amount and authorized
denominations;
o the offering price;
o the maturity date;
o the interest rate;
o the interest payment dates;
o any optional or mandatory redemption terms or repurchase or sinking
fund provisions; and o other specific provisions.
The debt securities will be issued under the authority of the Provincial
Loans Act and Orders of the Lieutenant- Governor in Council of the Province
and, where required, under a loan act or the Electric Power Act. The debt
securities will be direct and unconditional obligations of the Province, for
the payment and performance of which the full faith and credit of the Province
will be pledged. The debt securities will not be secured but will rank pari
passu with all other general obligations of the Province outstanding at the
date of issue of the debt securities or issued thereafter, without any
preference granted by the Province one above the other by reason of priority
of date of issue, currency of payment or otherwise.
Interest will be payable in lawful money of the United States of America
by check drawn on a bank in the City of New York mailed to the registered
holders of the debt securities at their registered addresses, unless other
arrangements are made.
Sinking Fund
Sinking fund payments of not less than 1% of the then outstanding
principal amount of any series of debt securities (calculated as provided in
the Provincial Loans Act) are required to be made on or before the anniversary
date of each issue. Sinking fund payments are to be retained and invested for
use by the Province to pay at maturity the related series of debt securities
or other sinking fund debt of the Province or to redeem in advance of maturity
sinking fund debt of the Province. The debt securities shall not be otherwise
redeemable from the sinking fund. The sinking fund investments are limited to:
(a) direct obligations of the Government of Canada, any province of
Canada or any municipality in the Province of New Brunswick;
(b) obligations guaranteed by the Government of Canada, any
province of Canada or any agency of the Province of New
Brunswick;
(c) obligations of a religious or educational corporation when
secured by a first mortgage on property and designated as being
a trustee investment by an Act of the Legislature of the
Province of New Brunswick; and
(d) deposit receipts, deposit notes, certificates of deposit,
acceptances and other similar instruments issued or endorsed by
any Canadian chartered bank.
3
Global Securities
We may issue debt securities in the form of one or more global securities
which will be deposited with, or on behalf of a depository or its nominee. The
specific terms of the depository arrangement with respect to any debt
securities of a series and the name of the deposition, will be described in
the prospectus supplement relating to that series.
Enforceability
The Province has not agreed to waive any immunity from jurisdiction nor
has it appointed an agent in New York upon which process may be served for any
purpose. In the absence of a waiver of immunity by the Province in any
proceeding leading to an order by a court of another jurisdiction, it may not
be possible to obtain in New Brunswick a judgment based solely on the order of
the court of such other jurisdiction. However, the United States Foreign
Sovereign Immunities Act of 1976 may provide an effective means of service and
preclude granting sovereign immunity in actions under the United States
Federal securities laws. Such Act may also provide a means for limited
execution upon property of the Province in the United States as is related to
the service or administration of the debt securities.
The debt securities will be governed by the laws of the Province. The
Province may be sued in the courts of New Brunswick, and no applicable law
requires the consent of any public official or authority for proceedings to be
brought or judgment to be obtained against the Province arising out of or
relating to obligations under the debt securities, nor, subject to the
Proceedings Against the Crown Act, is any immunity from suit available to the
Province in any action in such courts, irrespective of whether a party to the
action or the holder of debt securities is or is not resident within New
Brunswick or is or is not a citizen of Canada.
The Proceedings Against the Crown Act requires that written notice be
served on the Attorney General of the Province at least two months before the
commencement of an action. Although no order obtained in an action brought in
the courts of New Brunswick against the Province may be enforced by execution,
the Proceedings Against the Crown Act stipulates that if the order provides for
the payment of money by way of damages or otherwise, or of costs, the Minister
of Finance shall, after the expiry of the applicable appeal period or final
determination of any appeal to the Court of Appeal of New Brunswick, pay out of
the Consolidated Fund to the person entitled, or to his order, the amount due
together with interest, if any, lawfully due thereon, provided that payment of
the whole of the amount so payable, or any part thereof, may be suspended by
court order pending determination of an appeal from the judgment of the said
Court of Appeal. In addition, under that Act certain remedies, including the
remedies of specific performance and injunction, are not available but in the
place of such remedies the court may make a declaratory order.
4
PLAN OF DISTRIBUTION
The Province may sell debt securities in any of three ways:
o through underwriters or dealers,
o directly to a limited number
of institutional purchasers or to a single purchaser or
o through agents.
The prospectus supplement with respect to each series of debt securities sets
forth the terms of the offering of that series of debt securities, including
the name or names of any underwriters, dealers or agents, the purchase price
and the proceeds to the Province from the sale, any underwriting discounts and
other items constituting underwriters' or agents' compensation, any initial
public offering price and any discounts, concessions or commissions allowed or
reallowed or paid to dealers.
If underwriters are used in the sale, the debt securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of
sale. The obligations of the underwriters to purchase debt securities may be
subject to certain conditions precedent and the underwriters will be obligated
to purchase all of the debt securities if any are purchased. Any initial
public offering price and any discounts, concessions or commissions allowed or
reallowed or paid to dealers may be changed from time to time.
Debt securities may be sold directly by the Province or through agents
designated by the Province from time to time. Any agent involved in the offer
or sale of debt securities in respect of which this prospectus is delivered
will be named, and any commissions payable by the Province to that agent will
be set forth, in the prospectus supplement. Unless otherwise indicated in the
prospectus supplement, agents will be acting on a best efforts basis for the
period of their appointment.
The Province may authorize agents, underwriters or dealers to solicit
offers by certain specified institutions to purchase debt securities from the
Province at the public offering price set forth in the prospectus supplement
pursuant to delayed delivery contracts providing for payment and delivery on a
specified date in the future. Delayed delivery contracts will be subject to
those conditions set forth in the prospectus supplement. The prospectus
supplement will set forth the commissions payable for solicitation of any
delayed delivery contracts.
Agents and underwriters may be entitled under agreements entered into with
the Province to indemnification by the Province against certain civil
liabilities, including liabilities under the Securities Act of 1933, or to
contribution with respect to payments which the agents or underwriters may be
required to make. Agents and underwriters may engage in transactions with, or
perform services for, the Province in the ordinary course of business.
AUTHORIZED REPRESENTATIVES
The authorized representatives of the Province in the United States are
the Hon. Michael Phillips and Brian Schumacher, at the Canadian Consulate
General, 1251 Avenue of the Americas, New York, N.Y. 10020.
SOURCES OF INFORMATION
Information included or incorporated by reference in this prospectus
which is designated as being taken from a publication of the Province or
Canada, or any agency or instrumentality of either, is included herein upon
the authority of that publication as a public official document.
All financial information incorporated by reference in this prospectus
was obtained from the annual Budget and Main Estimates of the Province of New
Brunswick, the financial reviews pertaining thereto and the Public Accounts
(subject to certain adjustments for purposes of comparability) of the Province
of New Brunswick, or was prepared by representatives of the Department of
Finance of the Province of New Brunswick in their official capacities. The
information set forth under "Province of New Brunswick" and in the documents
incorporated by reference, other than
5
as described in the preceding paragraph, was prepared by representatives of
the Department of Finance in their official capacities.
LEGAL OPINIONS
The legality of each series of debt securities offered by this prospectus
will be passed upon on behalf of the Province by the Attorney General or by
the Deputy Attorney General of the Province and, if sold to or through
underwriters, will be passed upon on behalf of the several underwriters as to
matters of United States law by Cravath, Swaine & Moore of New York, New York.
WHERE YOU CAN FIND MORE INFORMATION
The Province is not subject to the informational requirements of the
Securities Exchange Act. The Province has commenced filing annual reports on
Form 18-K with the Securities and Exchange Commission on a voluntary basis.
These reports and their exhibits include certain financial, statistical and
other information concerning the Province. The Province may also file from
time to time amendments on Form 18-K/A to its reports on Form 18-K, including
amendments for the purpose of filing with the Securities and Exchange
Commission exhibits which have not been included in the registration statement
or registration statements to which this prospectus and any prospectus
supplement relates. These exhibits would then be incorporated by reference
into each of the Province's outstanding registration statements. These reports
may be inspected at the Securities and Exchange Commission's public reference
room at 450 Fifth Street, N.W., Washington, D.C. 20449. You can obtain
information about the operation of the Securities and Exchange Commission's
public reference room by calling the Securities and Exchange Commission at
1-800-SEC-0330.
This prospectus is part of a registration statement the Province has
filed with the Securities and Exchange Commission relating to the debt
securities. This prospectus does not contain all the information the
registration statement sets forth or includes in its exhibits and schedules,
in accordance with the rules and regulations of the Securities and Exchange
Commission, and we refer you to that omitted information. The statements this
prospectus makes pertaining to the content of any contract, agreement or other
document that is an exhibit to the registration statement necessarily are
summaries of their material provisions, and we qualify them in their entirety
by reference to those exhibits available at the Securities and Exchange
Commission's public reference room.
The Securities and Exchange Commission allows us to "incorporate by
reference" the information the Province files with it, which means we can
disclose important information to you by referring you to those documents. The
information we incorporate by reference is an important part of this
prospectus, and later information that the Province files with the Securities
and Exchange Commission will automatically update and supersede that
information. We incorporate by reference the documents listed below, and any
future filings the Province makes with the Securities and Exchange Commission
on Form 18-K or Form 18-K/A until all the debt securities are sold:
o our annual report on Form 18-K for the year ended March 31, 2001; and
o amendment to our annual report on Form 18-K/A dated April 22, 2002.
We will provide without charge to each person, including any beneficial
owner, to whom a copy of this prospectus has been delivered, upon written or
oral request, a copy of any or all the documents we incorporate by reference
in this prospectus, other than any exhibit to any of those documents, unless
we have specifically incorporated that exhibit by reference into the
information this prospectus incorporates. You may request copies by writing or
telephoning the Province at the following address:
The Province of New Brunswick
Department of Finance
Treasury Division
670 King Street, Room 376
Fredericton, New Brunswick, Canada E3B 5H1
Attention: Assistant Deputy Minister, Treasury Division
Telephone: (506) 453-2515
6
You should rely only on the information we have provided or incorporated
by reference in this prospectus or any prospectus supplement or pricing
supplement. We have not authorized any person (including any salesman or
broker) to provide information other than that which this prospectus or any
prospectus supplement or pricing supplement provides. We have not authorized
anyone to provide you with different information. We are not making an offer
of these securities in any jurisdiction where the offer is not permitted. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on its cover page or
that any information in any document we have incorporated by reference is
accurate as of any date other than the date of the document incorporated by
reference. Accordingly, we urge you to review each document we subsequently
file with the Securities and Exchange Commission and incorporate by reference
as described above for updated information.
7
PART II
(Schedule B item numbers)
3. If substitution of any security for the funded debt or floating debt of the
issuer is permissible, a statement of the conditions under which such
substitution is permitted; if substitution is permissible without notice, a
specific statement to that effect.
There is no provision for substitution of any security for any funded
debt or floating debt of the Province of New Brunswick.
11. An itemized statement showing the amounts or estimated amounts of
expenses, other than underwriting commissions, incurred or to be incurred
by or for the account of the issuer in connection with the sale of the
security to be offered or properly chargeable thereto, including legal,
engineering, certification and other charges.
Securities and Exchange Commission Filing Fee........... U.S. $13,800
Securities Rating Agency Fees*.......................... 124,000
Printing Costs*......................................... 20,000
Miscellaneous*.......................................... 10,000
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Total...................................................U.S. $167,800
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* Estimated
14. Agreement of the issuer to furnish a copy of the opinion or opinions of
counsel in respect to the legality of the issue, with a translation,
where necessary, into the English language. Such opinion shall set out in
full all laws, decrees, ordinances or other acts of Government under
which the issue of such security has been authorized.
The Province of New Brunswick agrees to furnish a copy of any
opinions of its counsel, the Attorney General or the Deputy Attorney
General of the Province, as required, together with all required
consents, by means of amendments on Form 18-K/A of the Annual
Report.
II-1
REQUIRED UNDERTAKINGS
The Province hereby undertakes:
(a) to file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement (i) to
include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this registration
statement (or the most recent post-effective amendment hereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in this registration statement
and (iii) to include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement; provided, however, that the Province shall
not be required to file a post-effective amendment otherwise
required by (i) and (ii) above if the information required to be
included in a post-effective amendment is contained in any report
filed under the Securities Exchange Act of 1934 that is incorporated
by reference in this registration statement;
(b) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
covered thereby and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof;
(c) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering;
(d) that, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Province's annual report on Form
18-K filed under the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities
covered thereby and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof;
(e) that all post-effective amendments will comply with the applicable
forms, rules and regulations of the Securities and Exchange
Commission in effect at the time such post-effective amendments are
filed; and
(f) if requested by the Securities and Exchange Commission, to furnish
to the Division of Corporation Finance a letter informing said
Division when all the securities registered hereby have been sold.
II-2
CONTENTS OF REGISTRATION STATEMENT
This registration statement consists of
A. The facing sheet;
B. The cross-reference sheet;
C. The prospectus;
D. Part II;
E. The following exhibits:
(1) Form of Underwriting Agreement. (filed as Exhibit (1) to the
Province of New Brunswick's registration statement on Schedule
B (File No. 33-89790) filed with the Securities and Exchange
Commission on February 28, 1995).**
(4.1) Text of Form of Debt Security (filed as Exhibit (4.1) to the
Province of New Brunswick's registration statement on Schedule
B (File No. 33-41815) filed with the Securities and Exchange
Commission on July 19, 1991).**
(4.2) Form of Fiscal Agency Agreement appointing the registrar and
paying agent for the debt securities (filed as Exhibit (4.2) to
the Province of New Brunswick's registration statement on
Schedule B (File No. 33-41815) filed with the Securities and
Exchange Commission on July 19, 1991).**
(5) Opinion of the Attorney General or the Deputy Attorney General
of the Province of New Brunswick.*
(23.1) Consent of the Attorney General or the Deputy Attorney
General of the Province of New Brunswick.*
(23.2) Consent of the Auditor General or the Deputy Auditor General of
the Province of New Brunswick.
(23.3) Consent of Deloitte & Touche LLP.
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* To be filed in accordance with the undertaking set forth in item 14 on
page II-1.
** Incorporated by reference.
II-3
SIGNATURE OF REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, set out below is
the signature of the Registrant.
PROVINCE OF NEW BRUNSWICK
By /s/ Bryan MacDonald
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Bryan MacDonald
Assistant Deputy Minister
Treasury Division
Department of Finance
July 19, 2002
II-4
SIGNATURE OF AUTHORIZED AGENT
Pursuant to the requirements of the Securities Act of 1933, set out below
is the signature of the duly authorized agent in the United States of the
issuer.
PROVINCE OF NEW BRUNSWICK
By /s/ William Brian Schumacher
---------------------------------
William Brian Schumacher
Deputy Consul General
Canadian Consulate General,
New York
Authorized Agent
New York, N.Y.
July 19, 2002
II-5
INDEX TO EXHIBITS
Exhibit
Number Exhibit
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(1) Form of Underwriting Agreement. (filed as Exhibit (1) to the
Province of New Brunswick's registration statement on Schedule
B (File No. 33-89790) filed with the Securities and Exchange
Commission on February 28, 1995).*
(4.1) Text of Form of Debt Security (filed as Exhibit (4.1) to the
Province of New Brunswick's registration statement on Schedule
B (File No. 33-41815) filed with the Securities and Exchange
Commission on July 19, 1991).*
(4.2) Form of Fiscal Agency Agreement appointing the registrar and
paying agent for the Debt securities (filed as Exhibit (4.2) to
the Province of New Brunswick's registration statement on
Schedule B (File No. 33-41815) filed with the Securities and
Exchange Commission on July 19, 1991).*
(23.2) Consent of the Auditor General or the Deputy Auditor General of
the Province of New Brunswick.
(23.3) Consent of Deloitte & Touche LLP.
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* Incorporated by reference.
II-6