AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 23, 2004
REGISTRATION NO. 333-117048
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-10
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
ACE AVIATION HOLDINGS INC.
(Exact name of Registrant as specified in its charter)
CANADA 4512 N/A
(Province or other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification No.)
7373 COTE-VERTU WEST BLVD.
SAINT-LAURENT, QUEBEC
CANADA H4Y 1H4
(514) 422-5000
(Address and telephone number of
Registrant's principal executive offices)
CT CORPORATION SYSTEM
111 EIGHTH AVENUE
NEW YORK, NEW YORK 10011
(212) 894-8940
(Name, address and telephone number of agent for service)
Copies to:
PHYLLIS KORFF, ESQ. CHRISTOPHER W. MORGAN, ESQ. MARVIN YONTEF, ESQ. JEAN MARC HUOT, ESQ.
SKADDEN, ARPS, SLATE, SKADDEN, ARPS, SLATE, STIKEMAN ELLIOTT LLP STIKEMAN ELLIOTT LLP
MEAGHER & FLOM LLP MEAGHER & FLOM LLP 5300 COMMERCE COURT WEST 1155 RENE - LEVESQUE BLVD. WEST
4 TIMES SQUARE 222 BAY STREET 199 BAY STREET SUITE 400
NEW YORK, NEW YORK SUITE 1750, P.O. BOX 258 TORONTO, ONTARIO MONTREAL, QUEBEC H3B 3V2
10036-6522 TORONTO, ONTARIO M5K 1J5 (416) 869-5500 (514) 397-3000
(212) 735-3000 (416) 777-4700
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE
SECURITIES TO THE PUBLIC:
As soon as practicable after this
Registration Statement becomes effective.
PROVINCE OF QUEBEC, CANADA
(Principal jurisdiction regulating this offering)
It is proposed that this filing shall become effective (check appropriate box):
A. [x] Upon filing with the Commission, pursuant to Rule 467(a) (if in
connection with an offering being made contemporaneously in the
United States and Canada).
B. [ ] At some future date (check the appropriate box below):
1. [ ] pursuant to Rule 467(b) on ( ) at ( )
(designate a time not sooner than 7
calendar days after filing).
2. [ ] pursuant to Rule 467(b) on ( ) at ( ) (designate a
time 7 calendar days or sooner after filing) because
the securities regulatory authority in the review
jurisdiction has issued a receipt or notification of
clearance on ( ).
3. [ ] pursuant to Rule 467(b) as soon as practicable
after notification of the Commission by the
Registrant or the Canadian securities regulatory
authority of the review jurisdiction that a receipt
or notification of clearance has been issued with
respect hereto.
4. [ ] after the filing of the next amendment to this
Form (if preliminary material is being filed).
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to the home jurisdiction's shelf
prospectus offering procedures, check the following box. [ ]
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 amends the registration statement
on Form F-10 (Registration No. 333-117048) (the "Registration Statement"),
initially filed by ACE Aviation Holdings Inc. (the "Registrant") on June 30,
2004, which registered an aggregate of 42,500,000 Class A Variable Voting
Shares and Class B Voting Shares (collectively, "ACE Shares") of the
Registrant. The Registration Statement became effective, pursuant to Rule
476(a) under the Securities Act of 1933, on July 13, 2004.
The Registration Statement covered the offer and sale of ACE Shares to
creditors of Air Canada. Pursuant to the terms of a Standby Purchase Agreement,
dated as of October 29, 2003 (as amended on April 29, 2004, the "Agreement"),
between Air Canada and Deutsche Bank Securities Inc. ("Deutsche Bank"),
Deutsche Bank agreed to purchase, on a private placement basis, any ACE Shares
not purchased by creditors. Since the Registrant did not know at the time it
filed the Registration Statement how many ACE Shares would be purchased by
creditors, the Registrant registered all 42,500,000 ACE Shares and undertook to
deregister, in one or more post-effective amendments to the Registration
Statement, any ACE Shares purchased pursuant to the Agreement. Accordingly,
this Post-Effective Amendment No. 1 is being filed to deregister 9,829,339
Class A Variable Voting Shares that were purchased pursuant to the Agreement.
PART I
INFORMATION REQUIRED TO BE
DELIVERED TO OFFEREES OR PURCHASERS
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PART II
INFORMATION NOT REQUIRED TO BE
DELIVERED TO OFFEREES OR PURCHASERS
INDEMNIFICATION.
Section 124 of the Canada Business Corporation Act, as amended (the "CBCA"),
provides as follows:
1. Indemnification. A corporation may indemnify a director or officer of
the corporation, a former director or officer of the corporation or
another individual who acts or acted at the corporation's request as a
director or officer, or an individual acting in a similar capacity, of
another entity, against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment, reasonably
incurred by the individual in respect of any civil, criminal,
administrative, investigative or other proceeding in which the
individual is involved because of that association with the
corporation or other entity.
2. Advance of costs. A corporation may advance moneys to a director,
officer or other individual for the costs, charges and expenses of a
proceeding referred to in subsection (1). The individual shall repay
the moneys if the individual does not fulfill the conditions of
subsection (3).
3. Limitation. A corporation may not indemnify an individual under
subsection (1) unless the individual:
(a) acted honestly and in good faith with a view to the best
interests of the corporation, or, as the case may be, to the best
interests of the other entity for which the individual acted as
director or officer or in a similar capacity at the corporation's
request; and
(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, the individual had
reasonable grounds for believing that the individual's conduct was
lawful.
4. Indemnification in derivative actions. A corporation may with the
approval of a court, indemnify an individual referred to in subsection
(1), or advance moneys under subsection (2), in respect of an action
by or on behalf of the corporation or other entity to procure a
judgment in its favor, to which the individual is made a party because
of the individual's association with the corporation or other entity
as described in subsection (1) against all costs, charges and expenses
reasonably incurred by the individual in connection with such action,
if the individual fulfils the conditions set out in subsection (3).
5. Right to Indemnity. Despite subsection (1), an individual referred to
in that subsection is entitled to indemnity from the corporation in
respect of all costs, charges and expenses reasonably incurred by the
individual in connection with the defense of any civil, criminal,
administrative, investigative or other proceeding to which the
individual is subject because of the individual's association with the
corporation or other entity as described in subsection (1), if the
individual seeking indemnity:
(a) was not judged by the court or other competent authority
to have committed any fault or omitted to do anything that the
individual ought to have done; and
(b) fulfils the conditions set out in subsection (3).
6. Insurance. A corporation may purchase and maintain insurance for the
benefit of an individual referred to in subsection (1) against any
liability incurred by the individual
(a) in the individual's capacity as a director or officer of
the corporation; or
(b) in the individual's capacity as a director or officer, or
similar capacity, of another entity, if the individual acts or acted
in that capacity at the corporation's request.
7. Application to court. A corporation, an individual or an entity
referred to in subsection (1) may apply to a court for an order
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approving an indemnity under this section and the court may so order
and make any further order that it sees fit.
8. Notice to Director. An applicant under subsection (7) shall give the
Director notice of the application and the Director is entitled to
appear and be heard in person or by counsel.
9. Other notice. On an application under subsection (7) the court may
order notice to be given to any interested person and the person is
entitled to appear and be heard in person or by counsel.
Subject to the limitations contained in the CBCA, the By-laws of the
Registrant provide that every director or officer of the Registrant, every
former director or officer of the Registrant or another individual who acts or
acted at the Registrant's request as a director or officer or as a member or an
administrator, or an individual acting in a similar capacity, of another entity
shall, from time to time, be indemnified by the Registrant from and against all
costs, charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by the individual in respect of any
civil, criminal, administrative, investigative or other proceeding in which the
individual is involved because of that association with the Registrant or other
entity if (i) he acted honestly and in good faith and with a view to the best
interests of the Registrant, and (ii) in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, he
had reasonable grounds for believing that his or her conduct was lawful.
The Registrant maintains insurance for the benefit of its directors
and officers against liability in their respective capacities as directors and
officers except where the liability relates to the person's failure to act
honestly and in good faith and with a view to the best interests of the
Registrant. The directors and officers are not required to pay any premium in
respect of the insurance. The policy contains standard industry exclusions.
Insofar as indemnification for liabilities arising under the U.S.
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been informed that in the opinion of the U.S. Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
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PART III
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
ITEM 1. 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 the securities registered pursuant to Form F-10
or to transactions in such securities.
ITEM 2. CONSENT TO SERVICE OF PROCESS.
Prior to filing this Post-Effective Amendment No. 1 to the
Registration Statement on Form F-10, the Registrant filed with the Commission a
written irrevocable consent and power of attorney on Form F-X.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-10 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Saint Laurent, Quebec, Canada on November 23, 2004.
ACE AVIATION HOLDINGS INC.
By: /s/ ROBERT A. MILTON
--------------------------
Robert A. Milton
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each officer or
director of ACE Aviation Holdings Inc. whose signature appears below
constitutes and appoints Robert A. Milton and M. Robert Peterson, and each of
them, with full power to act without the other, his or her true and lawful
attorneys-in-fact and agents, with full and several power of substitution, for
him or her and in his or her name, place and stead, in any and all capacities,
to sign any or all amendments, including post-effective amendments, and
supplements to this Registration Statement on Form F-10, and any subsequent
Registration Statement for the same offering which may be filed pursuant to
Rule 429 increasing the number of securities for which registration is sought,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as they or he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his or her or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by or on behalf of the following persons in the
capacities indicated, on November 23, 2004.
SIGNATURE TITLE
/s/ ROBERT A. MILTON Robert A. Milton
- ----------------------- President, Chief Executive
Officer and Director
(Principal Executive Officer)
/s/ M. ROBERT PETERSON M. Robert Peterson
- ----------------------- Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ BERNARD ATTALI Bernard Attali
- ----------------------- Director
/s/ ROBERT E. BROWN Robert E. Brown
- ----------------------- Director
/s/ MICHAEL GREEN Michael Green
- ----------------------- Director
/s/ GEORGE HAMILTON George Hamilton
- ----------------------- Director
/s/ W. BRETT INGERSOLL W. Brett Ingersoll
- ----------------------- Director
/s/ PIERRE MARC JOHNSON Pierre Marc Johnson
- ----------------------- Director
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/s/ FRANK J. MCKENNA Frank J. McKenna
- ----------------------- Director
/s/ JOHN T. MCLENNAN John T. McLennan
- ----------------------- Director
/s/ DAVID RICHARDSON David I. Richardson
- ----------------------- Director
/s/ MARVIN YONTEF Marvin Yontef
- ----------------------- Director
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of
1933, the Authorized Representative has duly caused this Registration Statement
to be signed on its behalf by the undersigned, solely in its capacity as the
duly authorized representative of ACE Aviation Holdings Inc. in the United
States, in the City of Saint Laurent, Quebec, on November 23, 2004.
MAPLE LEAF HOLDINGS USA INC.
(Authorized Representative)
By: /s/ PAUL LETOURNEAU
-----------------------
Paul Letourneau
Secretary
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