U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 40-F/A
(Amendment No. 1)
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: 0-19661
IPSCO Inc.
(Exact name of Registrant as specified in its charter)
CANADA
(Province or other jurisdiction of incorporation or organization)
3310/3317/3390
(Primary Standard Industrial Classification Code Numbers)
P.O. Box 1670, Regina, Saskatchewan, Canada, S4P 3C7, 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:
[_] 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 [_]
Explanatory Note
By this Amendment No. 1, IPSCO Inc. amends its annual report on Form 40-F (the
"Original Form 40-F") for the fiscal year ended December 31, 2002 to replace the
audited consolidated financial statements and notes contained therein, together
with the report of the auditors thereon set forth in Exhibit 20.2 to the
Original Form 40-F with the revised audited consolidated financial statements
and notes thereto as at December 31, 2002 and 2001 and for each of the years in
the three-year period ended December 31, 2002, together with the report of the
auditors thereon attached as Exhibit 99.1 to this Amendment No. 1. The only
change made to such consolidated financial statements is the inclusion of Note
23 that provides additional detail regarding the financial position, results of
operations and cash flows of the subsidiaries of IPSCO Inc. that provided
guarantees of the obligations of IPSCO Inc. under IPSCO Inc.'s $200,000,000 8
3/4% Senior Notes due 2013 that were issued on June 18, 2003. The expanded
financial information in Note 23 with respect to such subsidiary guarantors is
provided in accordance with Rule 3-10 of Regulation S-X.
In addition, and pursuant to the rules of the Securities and Exchange
Commission, IPSCO Inc. is including with this Form 40-F/A certain currently
dated certifications. No other changes have been made to the Original Form 40-F
and this Form 40-F/A does not modify or update the disclosure therein in any way
other than as required to reflect the amendments discussed above and reflected
below.
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
Amendment No. 1 to the annual report to be signed on its behalf by the
undersigned, thereto duly authorized.
Dated this 15th day of September, 2003
IPSCO Inc.
By: /s/ ROBERT RATLIFF
Robert Ratliff,
Vice President and Chief Financial Officer
Documents filed as part of this Amendment No. 1:
1. Consolidated Financial Statements as at December 31, 2002 and 2001 and for
each of the years in the three-year period ended December 31, 2002,
together with the auditors' report thereon
Exhibit Index
Exhibit No. Description
23.1 Consent of Independent Auditors
31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 of David Sutherland, President and Chief Executive
Officer of IPSCO Inc.
31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 of Robert Ratliff, Vice President and Chief Financial
Officer of IPSCO Inc.
32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 of David Sutherland, President and Chief Executive
Officer of IPSCO Inc.
32.2 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 of Robert Ratliff, Vice President and Chief Financial
Officer of IPSCO Inc.
99.1 Consolidated Financial Statements as at December 31, 2002 and
2001 and for each of the years in the three-year period ended
December 31, 2002, together with the auditors' report thereon