AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 11, 2003
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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REGISTRATION STATEMENT
ON SCHEDULE B
UNDER
THE SECURITIES ACT OF 1933
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CANADA MORTGAGE AND HOUSING CORPORATION
(AN AGENT OF HER MAJESTY IN RIGHT OF CANADA)
(Name of Registrant)
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NAME AND ADDRESS OF AUTHORIZED AGENT IN THE UNITED STATES:
WILLIAM R. CROSBIE
MINISTER-COUNSELOR
(ECONOMIC AND TRADE POLICY)
CANADIAN EMBASSY
501 PENNSYLVANIA AVENUE, N.W.
WASHINGTON, D.C. 20001
COPIES TO:
BILL MULVIHILL
ROBERT W. MULLEN, JR. VICE-PRESIDENT, INFORMATION TECHNOLOGY
MILBANK, TWEED, HADLEY & MCCLOY LLP AND CHIEF FINANCIAL OFFICER
1 CHASE MANHATTAN PLAZA CANADA MORTGAGE AND HOUSING CORPORATION
NEW YORK, NEW YORK 10005 700 MONTREAL ROAD
OTTAWA, ONTARIO K1A 0P7 CANADA
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The securities hereby registered are to be offered on a delayed
or continuous basis.
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CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT BEING OFFERING PRICE* AGGREGATE AMOUNT OF
SECURITIES BEING REGISTERED REGISTERED PER UNIT OFFERING PRICE** REGISTRATION FEE
--------------------------- ---------------- --------------- ---------------- ----------------
Debt Securities $1,971,708,080 100% $1,971,708,080 $159,511.19
* Estimated solely for the purpose of determining the registration fee.
** Plus such additional principal amount as may be necessary such that, if the
debt securities are issued with an original issue discount or denominated in a
currency other than United States dollars, the net proceeds to Canada Mortgage
and Housing Corporation will not exceed $1,971,708,080.
Approximate date of commencement of proposed sale to the public: from time to
time after the Registration Statement becomes effective as described herein.
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. The within Prospectus relates to the debt securities covered
hereby and to $28,291,920 aggregate principal amount of debt securities covered
by the Registrant's Registration Statement No. 33-69124.
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any State where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED AUGUST 11, 2003
PROSPECTUS
U.S. $2,000,000,000
DEBT SECURITIES
[CMHC LOGO]
CANADA MORTGAGE AND HOUSING CORPORATION
(An agent of Her Majesty in right of Canada)
SOCIETE CANADIENNE D'HYPOTHEQUES ET DE LOGEMENT
(Mandataire de Sa Majeste du Chef du Canada)
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Canada Mortgage and Housing Corporation intends to offer up to U.S.
$2,000,000,000 of its debt securities, or the equivalent in other currencies.
The debt securities will be offered from time to time in amounts and at prices
and on terms to be determined at the time of sale and to be set forth in
supplements to this prospectus. You should read this prospectus and supplements
carefully before you invest.
The debt securities will constitute direct unconditional obligations of
Canada Mortgage and Housing Corporation and as such will carry the full faith
and credit of Canada and will constitute direct unconditional obligations of and
by Canada. The payment of the principal of and interest on the debt securities
will constitute a charge on and be payable out of the Consolidated Revenue Fund
of Canada.
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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 CORRECT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is 2003.
TABLE OF CONTENTS
PAGE
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AVAILABLE INFORMATION.......................................................2
DOCUMENTS INCORPORATED BY REFERENCE.........................................2
JURISDICTION AND CONSENT TO SERVICE.........................................3
CANADA MORTGAGE AND HOUSING CORPORATION.....................................3
USE OF PROCEEDS.............................................................4
DESCRIPTION OF THE DEBT SECURITIES..........................................4
TAX MATTERS.................................................................6
PLAN OF DISTRIBUTION.......................................................12
AUTHORIZED AGENT...........................................................13
FURTHER INFORMATION........................................................13
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AVAILABLE INFORMATION
Neither Canada Mortgage and Housing Corporation ("CMHC") nor Canada is
subject to the informational requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). CMHC and Canada have filed reports on
Form 18-K with the Securities and Exchange Commission (the "SEC") on a voluntary
basis. These reports include certain financial, statistical and other
information concerning CMHC and Canada. CMHC and Canada may also file amendments
on Form 18-K/A to their reports on Form 18-K for the purpose of filing with the
SEC exhibits which have not been included in the registration statement to which
this prospectus and any related prospectus supplement relates, which exhibits
would thereby be incorporated by reference into such registration statement.
Such reports can be inspected and copied at the Public Reference Section of the
SEC, 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information
on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. CMHC's and Canada's SEC filings are also available to the public
over the Internet at the SEC's website at http://www.sec.gov.
DOCUMENTS INCORPORATED BY REFERENCE
There are hereby incorporated by reference in this prospectus CMHC's
most recent Annual Report on Form 18-K filed with the SEC on June 13, 2003,
Canada's most recent Annual Report on Form 18-K filed with the SEC on December
20, 2002 and Canada's Amendment No. 1 on Form 18-K/A filed with the SEC on
February 20, 2003.
All Annual Reports on Form 18-K and any amendments on Form 18-K/A filed
with the SEC by CMHC or Canada after the date of this prospectus and prior to
the termination of the offering of the debt securities offered hereunder shall
be deemed to be incorporated by reference in this prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this prospectus to the
extent
2
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein or in any
prospectus supplement modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this prospectus.
CMHC undertakes to provide without charge to each person receiving a
copy of this prospectus, upon oral or written request of such person, a copy of
any or all of the documents incorporated by reference herein, other than the
exhibits to such documents (unless such exhibits are specifically incorporated
by reference therein). Requests for such copies should be addressed to CMHC
Treasurer, Canada Mortgage and Housing Corporation, 700 Montreal Road, Ottawa,
Ontario K1A 0P7 (telephone: (613) 748-2000).
JURISDICTION AND CONSENT TO SERVICE
Neither CMHC nor Canada has agreed to waive any immunity from
jurisdiction or has appointed an agent in the United States upon which process
may be served for any purpose. See "Description of the Debt Securities --
Governing Law and Enforceability".
CANADA MORTGAGE AND HOUSING CORPORATION
HISTORY AND PURPOSE
CMHC was established by the CMHC Act in 1946 to administer federal
housing legislation. The present name was adopted in 1979.
The principal role of CMHC is the administration of the National
Housing Act. CMHC achieves its mandate through the following four business
pillars: insurance and securitization, assisted housing, research and
information transfer, and international activities. They are designed to: (i)
improve housing choice and affordability for Canadians; (ii) improve housing and
living conditions for Canadians; (iii) support market competitiveness, job
creation and housing sector well-being; and (iv) be a progressive and responsive
organization of the Government of Canada.
As the Canadian government's housing agency, CMHC guarantees securities
issued on the basis of housing loans, funds assisted-housing programs for lower
income Canadians and offers housing-related loans and investments. CMHC also
conducts research in housing design, technology and sustainability to help
improve housing and living conditions for Canadians. In addition, CMHC promotes
Canadian housing in foreign markets, increasing export opportunities for housing
products, services and expertise. CMHC is also Canada's leading provider of
residential mortgage insurance.
CMHC's head office is located at 700 Montreal Road, Ottawa, Ontario,
K1A 0P7 (telephone: (613) 748-2000). CMHC also operates five regional business
centers and several local offices throughout Canada.
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STATUS AS A CROWN CORPORATION
CMHC is an agent of Her Majesty in right of Canada and is a Crown
corporation wholly owned by Canada. Crown corporations are established by the
Parliament of Canada for many purposes, including the administering and managing
of public services in which business enterprise and public accountability must
be combined. CMHC is accountable for its affairs to Parliament through the
Minister Responsible for CMHC.
USE OF PROCEEDS
The net proceeds of the debt securities to which this prospectus
relates will be used for general corporate purposes unless otherwise stated in
an applicable prospectus supplement.
DESCRIPTION OF THE DEBT SECURITIES
The following is a brief summary of the terms and conditions of the
debt securities and the fiscal agency agreement under which the debt securities
will be issued. Copies of the forms of debt securities and the form of fiscal
agency agreement are or will be filed or incorporated by reference as exhibits
to the registration statement of which this prospectus is a part. This summary
does not purport to be complete and is qualified in its entirety by reference to
such exhibits.
The debt securities may be issued in one or more series as may be
authorized from time to time by CMHC. Reference is made to the applicable
prospectus supplement for the following terms of debt securities offered
thereby: (i) the designation, aggregate principal amount, any limitation on such
principal amount and authorized denominations; (ii) the percentage of their
principal amount at which such debt securities will be issued; (iii) the
maturity date or dates; (iv) the interest rate, if any, which rate may be fixed,
variable or floating; (v) the dates and paying agencies when and where interest
payments, if any, will be made; (vi) any optional or mandatory redemption terms
or repurchase or sinking fund provisions; (vii) whether such debt securities
will be in bearer form with interest coupons, if any, or in registered form, or
both, and restrictions on the exchange of one form for another; (viii) the
currency in which the principal of and interest, if any, on the debt securities
will be payable; (ix) any terms for conversions; (x) the exchange or exchanges,
if any, on which application for listing of the debt securities may be made; and
(xi) other specific provisions.
There will be a fiscal agent or agents for CMHC in connection with the
debt securities whose duties with respect to any series will be governed by the
fiscal agency agreement applicable to such series. CMHC may appoint different
fiscal agents for different series of debt securities and may vary or terminate
the appointment of any fiscal agent from time to time. CMHC may maintain deposit
accounts and conduct other banking and financial transactions with the fiscal
agent. The fiscal agent is the agent of CMHC, is not a trustee for the holders
of debt securities, and does not have the same responsibilities or duties to act
for such holders as would a trustee.
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References to principal and interest in respect of the debt securities
shall be deemed also to refer to any Additional Amounts which may be payable.
See "Payment of Additional Amounts."
STATUS
The debt securities will constitute direct unconditional obligations of
CMHC and as such will carry the full faith and credit of Canada and will
constitute direct unconditional obligations of and by Canada. Payments of the
principal of and interest, if any, on the debt securities will constitute a
charge on and be payable out of the Consolidated Revenue Fund of Canada. The
obligations of CMHC under each debt security will rank equally with all of
CMHC's other unsecured and unsubordinated indebtedness and obligations from time
to time outstanding.
PAYMENT OF ADDITIONAL AMOUNTS
All payments of, or in respect of, principal of and interest on the
debt securities will be made without withholding of or deduction for, or on
account of, any present or future taxes, duties, assessments or charges of
whatsoever nature imposed or levied by or on behalf of the Government of Canada,
or any province or political subdivision thereof, or any authority thereof or
agency therein having power to tax, unless such taxes, duties, assessments or
charges are required by law or by the administration or interpretation thereof
to be withheld or deducted. In that event, unless otherwise provided in an
applicable prospectus supplement, CMHC (subject to its rights of redemption)
will pay to the registered holders of the debt securities such additional
amounts (the "Additional Amounts") as will result (after withholding or
deduction of the said taxes, duties, assessments or charges) in the payment to
the holders of debt securities of the amounts which would otherwise have been
payable in respect of the debt securities in the absence of such taxes, duties,
assessments or charges, except that no such Additional Amounts shall be payable
with respect to any debt security:
(a) a beneficial owner of which is subject to such taxes, duties,
assessment or charges in respect of such debt security by reason of such owner
being connected with Canada otherwise than merely by the holding or ownership as
a non-resident of Canada of such debt security; or
(b) presented for payment more than 15 days after the Relevant
Date, except to the extent that the holder thereof would have been entitled to
such Additional Amounts on the last day of such period of 15 days. For this
purpose, the "Relevant Date" in relation to any debt security means whichever is
the later of:
(i) the date on which the payment in respect of such debt
security becomes due and payable; or
(ii) if the full amount of the moneys payable on such date in
respect of such debt security has not been received by the
relevant paying agent on or prior to such date, the date on
which notice is duly given to the holders of the debt
securities that moneys have been so received.
5
GLOBAL SECURITIES
The debt securities may be issued in the form of one or more fully
registered global debt securities. The specific terms of the depositary
arrangement with respect to any series of debt securities to be issued in the
form of a global debt security will be described in the prospectus supplement
relating to such series.
GOVERNING LAW AND ENFORCEABILITY
The debt securities and the fiscal agency agreement will provide that
they are to be governed by, and interpreted in accordance with, the laws of the
Province of Ontario and the laws of Canada applicable therein, except as
otherwise specified in the prospectus supplement.
No applicable law requires the consent of any public official or
authority for proceedings to be brought in Canada or judgment to be obtained in
any such proceedings against CMHC or Canada arising out of or relating to
obligations under the securities, nor is any immunity from jurisdiction
available to CMHC or Canada in any such proceedings, irrespective of whether a
party to the proceedings or the holder of the security is or is not a resident
within or a citizen of Canada. A judgment obtained in an action brought against
Her Majesty in right of Canada in the Federal Court of Canada is not capable of
being enforced by execution but is payable out of the Consolidated Revenue Fund
of Canada. Pursuant to the Currency Act (Canada), a judgment by a court in
Canada must be awarded in Canadian currency, and such judgment may be based on a
rate of exchange in existence on a day other than the day of payment.
Neither CMHC nor Canada has agreed to waive any immunity from
jurisdiction or has appointed an agent in New York upon which process may be
served for any purpose. In the absence of a waiver of immunity by CMHC or
Canada, it would be possible to obtain a United States judgment in an action
against CMHC or Canada, as the case may be, only if a court were to determine
that the United States Foreign Sovereign Immunities Act of 1976 precludes the
granting of sovereign immunity. However, even if a United States judgment could
be obtained in any such action under that Act, it may not be possible to obtain
in Canada a judgment based on such a United States judgment. Moreover, execution
upon property of CMHC or Canada located in the United States to enforce a
judgment obtained under that Act may not be possible except under the limited
circumstances specified in that Act.
TAX MATTERS
CANADIAN FEDERAL INCOME TAX CONSEQUENCES
The following constitutes a summary of the principal Canadian federal
income tax consequences for an investor who acquires debt securities pursuant to
an offering by CMHC, is the beneficial owner of the debt securities, at all
times for the purposes of the Income Tax Act (Canada) (the "Tax Act") holds the
debt securities as capital property within the meaning of the Tax Act, and deals
at arm's length with CMHC and any prospective purchaser of the debt securities.
Generally the debt securities will be considered to be capital property
to an investor
6
provided that the investor does not hold the debt securities in the course of
carrying on a business of buying and selling securities and has not acquired
them as an adventure in the nature of trade. This summary does not apply to a
financial institution (as defined in Section 142.2 of the Tax Act).
This summary is based upon the provisions of the Tax Act, the
regulations thereunder and the Canada Customs and Revenue Agency's published
administrative and assessing policies as of the date of this prospectus. It also
takes into account specific proposals to amend the Tax Act and the regulations
thereunder publicly announced by the Canadian federal Minister of Finance prior
to the date of this prospectus, but there is no certainty that such proposals
will be enacted in the form proposed, if at all. This summary does not otherwise
take into account or anticipate any changes in law, whether by way of
legislative, judicial or governmental action or interpretation, nor does it
address any provincial or foreign income tax considerations. This summary
discusses the tax considerations applicable to persons who purchase debt
securities upon their initial offering and does not discuss the tax
considerations applicable to subsequent purchasers of the debt securities. The
discussion does not address debt securities issued with original issue discount
or other special features. The prospectus supplement applicable to an issue of
debt securities with such special features will address the federal income tax
considerations relevant to investing in such debt securities and the discussion
below is subject to any discussion of federal income tax considerations in an
applicable pricing supplement.
THIS SUMMARY IS OF A GENERAL NATURE ONLY AND IS NOT INTENDED TO BE, NOR
SHOULD IT BE CONSTRUED TO BE, LEGAL OR TAX ADVICE TO ANY PARTICULAR INVESTOR
CONCERNING THE CONSEQUENCES OF ACQUIRING, HOLDING OR DISPOSING OF DEBT
SECURITIES. IN PARTICULAR, INVESTORS WHO DO NOT HOLD DEBT SECURITIES AS CAPITAL
PROPERTY AND INVESTORS WHO DO NOT DEAL AT ARM'S LENGTH WITH THE ISSUER, AS WELL
AS INVESTORS WHO ARE "FINANCIAL INSTITUTIONS" SUBJECT TO SPECIAL PROVISIONS OF
THE TAX ACT APPLICABLE TO INCOME, GAIN OR LOSS ARISING FROM SPECIFIED DEBT
OBLIGATIONS OR MARK-TO-MARKET PROPERTIES, SHOULD CONSULT THEIR OWN TAX ADVISORS,
AS THE FOLLOWING SUMMARY DOES NOT APPLY TO SUCH INVESTORS.
INVESTORS RESIDENT IN CANADA
The following section of this summary is applicable to an investor
holding debt securities who, at all relevant times, is a resident of Canada for
purposes of the Tax Act (a "Canadian investor").
Interest
A Canadian investor (other than a corporation, partnership, unit trust
or any trust of which a corporation or a partnership is a beneficiary) will be
required to include in computing its income for a taxation year any interest on
debt securities that becomes receivable or is received by it before the end of
the year (depending upon the method regularly followed by the Canadian investor
in computing income), except to the extent that such interest was included in
computing the Canadian investor's income for that or a preceding taxation year.
7
A Canadian investor that is a corporation, partnership, trust or any
trust of which a corporation or a partnership is a beneficiary will be required
to include in computing its income for a taxation year any interest on debt
securities that accrues to it to the end of that year, or that becomes
receivable or is received by it before the end of the year, except to the extent
that such interest was included in computing the Canadian investor's income for
a preceding taxation year.
Dispositions
A Canadian investor will generally be required to include in computing
its income for the taxation year in which a disposition of a debt security
occurs (or is deemed to occur) the amount of interest that accrues to it to the
date of the disposition, except to the extent that such amount has otherwise
been included in income.
In general, a disposition or deemed disposition of a debt security will
give rise to a capital gain (or capital loss) equal to the amount by which the
proceeds of disposition, net of unpaid accrued interest and any reasonable costs
of disposition, exceed (or are less than) the Canadian investor's adjusted cost
base of such debt security immediately before the disposition. One-half of any
such capital gain (a "taxable capital gain") realized by a Canadian investor in
a taxation year will be included in computing the Canadian investor's income for
the year. One-half of the amount of any capital loss (an "allowable capital
loss") realized by a Canadian investor in a taxation year may be deducted from
taxable capital gains realized by the Canadian investor in the year or against
net taxable gains realized in any of the three preceding taxation years or in
any subsequent taxation year, to the extent and under the circumstances
described in the Tax Act.
Additional Refundable Tax
An investor that is a "Canadian-controlled private corporation" (as
defined in the Tax Act) may be liable to pay an additional refundable tax of
6-2/3% on certain investment income, including interest and taxable capital
gains. The aforesaid tax is included in the 26-2/3% amount on which a "dividend
refund" (as defined in the Tax Act) in respect of investment income may be
claimed in accordance with the Tax Act.
Large Corporations Tax
A Canadian investor that is a corporation will not be entitled to
include any amount in respect of the debt securities in computing its
"investment allowance" for purposes of computing "taxable capital" (both as
defined in the Tax Act) under Part I.3 of the Tax Act.
INVESTORS NOT RESIDENT IN CANADA
The following section of this summary is applicable to an investor
holding debt securities who, at all relevant times, for the purposes of the Tax
Act, is, or is deemed to be, a non-resident of Canada and who does not hold or
is not deemed to use or hold the debt securities in carrying on business in
Canada (a "non-resident investor"). Special rules, which are not discussed in
this summary, may apply to a non-resident that is an insurer carrying on
business in Canada and
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elsewhere.
A non-resident investor will not be subject to Canadian non-resident
withholding tax on any interest paid or credited on the debt securities,
provided that none of the interest so payable (other than any such interest
payable on a prescribed obligation as described below) is contingent or
dependent on the use of, or production from, property in Canada or is computed
by reference to revenue, profit, cash flow, commodity price or any other similar
criterion or by reference to dividends paid or payable to shareholders of any
class of shares of the capital stock of a corporation. A "prescribed obligation"
for these purposes is a debt obligation the terms or conditions of which provide
for an adjustment to an amount payable in respect of the obligation for a period
during which the obligation was outstanding that is determined by reference to a
change in the purchasing power of money, and no amount payable in respect of the
obligation is contingent or dependent upon the use of, or production from,
property in Canada, or is computed by reference to any of the criteria described
in the previous sentence, other than a change in the purchasing power of money.
No other Canadian taxes on income, including taxable capital gains on the
disposition of a debt security, are payable by a non-resident investor in
respect of a debt security.
CERTAIN U.S. FEDERAL TAX CONSIDERATIONS
The following is a summary of certain material U.S. federal income tax
considerations relating to the purchase, ownership and disposition of the debt
securities, but does not purport to be a complete analysis of all of the
potential tax considerations. This summary is based on the provisions of the
United States Internal Revenue Code of 1986, as amended (the "Code"), applicable
Treasury Regulations promulgated or proposed thereunder ("Treasury
Regulations"), judicial authority and current administrative rulings and
practice, all of which are subject to change, possibly on a retroactive basis.
This summary deals only with investors that will hold the debt securities as
"capital assets", and does not address tax considerations applicable to
investors that may be subject to special tax rules such as banks, tax-exempt
organizations, insurance companies, dealers, traders in securities or other
persons who are required or who elect to mark to market, persons that will hold
debt securities as a position in a hedging, straddle, conversion or integrated
transaction, or persons that have a functional currency other than the United
States dollar. This summary discusses the tax considerations applicable to
persons who purchase debt securities from the underwriters upon their initial
offering and does not discuss the tax considerations applicable to subsequent
purchasers of the debt securities. The discussion does not address debt
securities issued with original issue discount or other special features or
warrants to purchase notes. The prospectus supplement applicable to an issue of
debt securities with such special features will address the federal income tax
considerations relevant to investing in such debt securities and the discussion
below is subject to any discussion of federal income tax considerations in an
applicable pricing supplement. This summary does not cover any State or local or
foreign tax implications of the acquisition, ownership, or disposition of the
debt securities.
INVESTORS CONSIDERING THE PURCHASE OF THE DEBT SECURITIES SHOULD
CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S.
FEDERAL TAX LAWS TO THEIR PARTICULAR
9
SITUATIONS AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE,
LOCAL OR FOREIGN TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.
As used herein, the term "U.S. Holder" means the beneficial owner of a
debt security that for U.S. federal income tax purposes is (i) a citizen or
resident of the United States, (ii) a corporation or partnership created or
organized in the United States or under the laws of the United States or of any
State, (iii) an estate the income of which is subject to U.S. federal income
taxation regardless of source, or (iv) a trust if a court within the United
States is able to exercise primary supervision over the trust's administration
and one or more United States persons have authority to control all of the
trust's substantial decisions (or for certain trusts formed prior to August 20,
1996, if such trust has a valid election in effect under U.S. law to be treated
as a U.S. person).
Interest Payments
Interest on a debt security received or accrued by a U.S. Holder
(whether received in U.S. dollars or a currency other than the U.S. dollar
("foreign currency")) will be taxable to such holder as ordinary interest income
at the time it is accrued or paid, in accordance with such holder's method of
accounting for U.S. federal income tax purposes. A cash basis holder receiving
an interest payment in foreign currency will be required to include in income
the U.S. dollar value of such payment determined on the date such payment is
received, regardless of whether the payment is in fact converted to U.S. dollars
at that time.
An accrual basis holder of a debt security denominated in a foreign
currency will be required to include in income the U.S. dollar value of the
amount of interest income that has accrued with respect to an interest payment,
determined by translating such income at the average rate of exchange for the
relevant interest accrual period or, with respect to an interest accrual period
that spans two taxable years, at the average rate for the portion of such
interest accrual period within the taxable year. The average rate of exchange
for an interest accrual period (or portion thereof) is the simple average of the
exchange rates for each business day of such period (or such other average that
is reasonably derived and consistently applied). An accrual basis holder may
elect to translate interest income (as well as interest expense) on debt
instruments denominated in a foreign currency using the exchange rate on the
last day of an interest accrual period (or the last day of the taxable year for
the portion of such period within the taxable year). In addition, a holder may
elect to use the exchange rate on the date of receipt (or payment) for such
purpose if such date is within five business days of the last date of an
interest accrual period. The election must be made in a statement filed with the
taxpayer's return, and is applicable to all debt instruments for such year and
thereafter unless changed with the consent of the Internal Revenue Service (the
"IRS").
Upon receipt of an interest payment, an accrual basis holder will
recognize ordinary income or loss with respect to accrued interest income in an
amount equal to the difference between the U.S. dollar value of the payment
received (determined on the date such payment is received) in respect of such
interest accrual period and the U.S. dollar value of the interest income that
has accrued during such interest accrual period (as determined in the preceding
10
paragraph). Any such income or loss generally will not be treated as interest
income or expense, except to the extent provided by administrative
pronouncements of the IRS.
Dispositions
A U.S. Holder's tax basis in a debt security generally will be the U.S.
dollar value of the purchase price of such debt security on the date of
purchase. Upon the sale, exchange or redemption of a debt security, a holder
generally will recognize gain or loss equal to the difference between the amount
realized on the sale, exchange or redemption (or the U.S. dollar value of the
amount if it is realized in a foreign currency) and the holder's tax basis in
such debt security. Except with respect to gains or losses attributable to
changes in exchange rates, as described in the next paragraph, and assuming such
debt securities were not acquired at a market discount, gain or loss so
recognized will be capital gain or loss. Prospective investors should consult
their tax advisors regarding the treatment of capital gains (which may be taxed
at lower rates than ordinary income for certain taxpayers who are individuals)
or losses (the deductibility of which is subject to limitations).
Gain or loss recognized by a holder on the sale, exchange or retirement
of a debt security that is attributable to changes in the rate of exchange
between the U.S. dollar and a foreign currency generally will be treated as
ordinary income or loss. Such foreign currency gain or loss is recognized on the
sale or retirement of a debt security only to the extent of total gain or loss
recognized on the sale or retirement of such debt security.
Transactions in Foreign Currency
Foreign currency received as a payment of interest on, or on the sale
or retirement of, a debt security will have a tax basis equal to its U.S. dollar
value at the time such interest is received or at the time payment is received
in consideration of such sale or retirement. The amount of gain or loss
recognized on a sale or other disposition of such foreign currency will be equal
to the difference between (i) the amount of U.S. dollars, or the fair market
value in U.S. dollars of the other currency or property received in such sale or
other disposition, and (ii) the tax basis of the recipient in such foreign
currency.
THE ABOVE DISCUSSION IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX
MATTERS THAT MAY BE OF IMPORTANCE TO A PARTICULAR INVESTOR. THE DISCUSSION ALSO
DOES NOT ADDRESS FEDERAL INCOME TAX CONSIDERATIONS RELEVANT TO INVESTING IN DEBT
SECURITIES ISSUED WITH ORIGINAL ISSUE DISCOUNT OR OTHER SPECIAL FEATURES AND IS
SUBJECT TO ANY DISCUSSION OF FEDERAL INCOME TAX CONSIDERATIONS IN A PROSPECTUS
SUPPLEMENT APPLICABLE TO AN ISSUE OF DEBT SECURITIES WITH SUCH SPECIAL FEATURES.
EACH PROSPECTIVE INVESTOR IS STRONGLY URGED TO CONSULT ITS OWN TAX ADVISOR ABOUT
THE TAX CONSEQUENCES TO IT OF AN INVESTMENT IN THE DEBT SECURITIES.
11
PLAN OF DISTRIBUTION
CMHC may sell the debt securities to which this prospectus relates in
any of three ways: (i) through underwriters or dealers, (ii) directly to one or
a limited number of institutional purchasers or (iii) through agents. Each
prospectus supplement with respect to the debt securities will set forth the
terms of the offering of the debt securities, including the name or names of any
underwriters or agents, the purchase price of the debt securities and the net
proceeds to CMHC from such sale, any underwriting discounts, agent commissions
or other items constituting underwriters' or agents' compensation, any initial
public offering price, any discounts or concessions allowed or reallowed or paid
to dealers and any securities exchanges on which the debt securities may be
listed.
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 debt securities may be offered to the public either through underwriting
syndicates represented by managing underwriters, or directly by underwriters.
Unless otherwise set forth in the applicable prospectus supplement, the
obligations of the underwriters to purchase the debt securities will be subject
to certain conditions precedent and the underwriters will be obligated to
purchase all of the debt securities offered thereby if any are purchased. Any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
The debt securities may be sold directly by CMHC or through agents
designated by CMHC from time to time. Any agent involved in the offer or sale of
the debt securities will be named, and any commissions payable by CMHC to such
agent will be set forth, in the applicable prospectus supplement. Unless
otherwise indicated in such prospectus supplement, any such agent will be acting
on a best efforts basis for the period of its appointment and will not be
acquiring such debt securities for its own account.
As one of the means of direct issuance of debt securities, CMHC may
utilize the services of an entity through which it may conduct an electronic
"dutch auction" or similar offering of the debt securities among potential
purchasers who are eligible to participate in the auction or offering of such
debt securities, as described in the applicable prospectus supplement.
The debt securities may be offered by CMHC directly to the public, with
or without the involvement of agents, underwriters or dealers and may utilize
the Internet or another electronic bidding or ordering system for the pricing
and allocation of such debt securities. Such a system may allow bidders to
directly participate, through electronic access to an auction site, by
submitting conditional offers to buy that are subject to acceptance by CMHC, and
which may directly affect the price or other terms at which such debt securities
are sold.
The final offering price at which debt securities would be sold and the
allocation of debt securities among bidders, would be based in whole or in part
on the results of the Internet bidding process or auction. Many variations of
the Internet auction or pricing and allocating
12
systems are likely to be developed in the future, and CMHC may utilize such
systems in connection with the sale of the debt securities. We will describe in
the related supplement to this prospectus how any auction or bidding process
will be conducted to determine the price or any other terms of the debt
securities, how potential investors may participate in the process and, when
applicable, the nature of the underwriters' obligations with respect to the
auction or ordering system.
Agents and underwriters may be entitled under agreements entered into
with CMHC to indemnification by CMHC against certain civil liabilities,
including liabilities under the United States Securities Act of 1933, or to
contribution with respect to payments which the agents or underwriters may be
required to make in respect thereof. Agents and underwriters may engage in
transactions with or perform services for CMHC in the ordinary course of
business.
AUTHORIZED AGENT
The name and address of the authorized agent of CMHC in the United
States is William R. Crosbie, Minister-Counselor (Economic and Trade Policy),
Canadian Embassy, 501 Pennsylvania Ave., N.W., Washington, D.C. 20001.
FURTHER INFORMATION
A registration statement relating to the debt securities, on file with
the SEC, contains further information.
13
PART II
(That required by Items (11), (13) and (14) and a part of that required
by Item (3) of Schedule B of the Securities Act of 1933)
I. All of the funded and floating debt of Canada Mortgage and Housing
Corporation and Canada is unsecured, hence there is no provision for
substitution of security with regard thereto.
II. An itemized statement showing expenses of Canada Mortgage and Housing
Corporation in connection with the sale of a particular issue of the debt
securities will be provided in a post-effective amendment to this
Registration Statement or in a report on Form 18-K/A, which will be
incorporated by reference in this Registration Statement.
III. Canada Mortgage and Housing Corporation hereby agrees to furnish a copy
of the opinion of Counsel for Canada Mortgage and Housing Corporation in
respect of the legality of the debt securities.
CONTENTS
This Registration Statement comprises:
(1) The facing sheet.
(2) The Prospectus.
(3) Part II, consisting of pages R-l to R-6.
(4) The following exhibits:
A.--I--Form of Fiscal Agency Agreement (incorporated herein by
reference from Exhibit 3 to the Registrant's
Amendment No. 1 on Form 18-K/A to its Annual Report
for the fiscal year ended December 31, 2001 as filed
with the Commission on March 10, 2003).
B.--I--Form of Underwriting Agreement (incorporated herein by
reference from Exhibit 4 to the Registrant's
Amendment No. 1 on Form 18-K/A to its Annual Report
for the fiscal year ended December 31, 2001 as filed
with the Commission on March 10, 2003).
The consent of Counsel to CMHC will be included in such counsel's
opinion to be filed in accordance with the undertaking set forth in paragraph
III on page R-2.
Any exhibit required to be filed which is not filed herewith will be
filed with a post-effective amendment hereto or as an exhibit to a document
incorporated by reference herein.
R-1
UNDERTAKINGS
The Registrant hereby undertakes:
(1) 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 the Registration Statement (or
the most recent post-effective amendment thereto) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement; and
(iii) To include any material information with respect to the Plan
of Distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that the Registrant 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 the Registration Statement.
(2) 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 offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) 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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of any report filed under the Securities
Exchange Act of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
R-2
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions of any underwriting agreement
containing a provision whereby the Registrant indemnifies any controlling person
of the underwriter against such liabilities, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
R-3
SIGNATURE OF REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant, Canada Mortgage and Housing Corporation, has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Ottawa, Province of Ontario, Canada, on the 11th
day of August, 2003.
Canada Mortgage and Housing Corporation
/s/ William Mulvihill
---------------------------------------------
By: William Mulvihill
Vice-President, Information
Technology and Chief Financial Officer
/s/ Trevor Gloyn
---------------------------------------------
By: Trevor Gloyn
Treasurer
August 11, 2003
R-4
SIGNATURE OF AUTHORIZED AGENT
Pursuant to the Securities Act of 1933, as amended, appearing below is
the signature of the duly Authorized Agent in the United States of the issuer.
Canada Mortgage and Housing Corporation
/s/ William R. Crosbie
---------------------------------------------
By: William R. Crosbie
Authorized Agent
Washington, D.C.
August 7, 2003
R-5
[Auditor General of Canada letterhead] [Mallette letterhead]
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference of our report dated 21 February
2003 to the Minister of Transport on the financial statements for the fiscal
year ended 31 December 2002 included in the annual report of Canada Mortgage and
Housing Corporation attached to Canada Mortgage and Housing Corporation's Form
18-K under the Securities Exchange Act of 1934 into the prospectus included in
the Registration Statement on Schedule B under the Securities Act of 1933 of
Canada Mortgage and Housing Corporation, filed on 11 August 2003.
This letter is provided to meet the requirements pursuant to the Securities Act
of 1933 and the Securities Exchange Act of 1934 and not for any other purpose.
/s/ Sheila Fraser /s/ Jean-Guy Poulin
- ------------------------------- ------------------------------
Sheila Fraser, FCA Jean-Guy Poulin, CA
Auditor General of Canada Mallette General Partnership
Ottawa, Canada Quebec City, Canada
11 August 2003 11 August 2003
R-6
EXHIBIT INDEX
A.--I--Form of Fiscal Agency Agreement (incorporated herein by
reference from Exhibit 3 to the Registrant's
Amendment No. 1 on Form 18-K/A to its Annual Report
for the fiscal year ended December 31, 2001 as filed
with the Commission on March 10, 2003).
B.--I--Form of Underwriting Agreement (incorporated herein by
reference from Exhibit 4 to the Registrant's
Amendment No. 1 on Form 18-K/A to its Annual Report
for the fiscal year ended December 31, 2001 as filed
with the Commission on March 10, 2003).