FORM 18-K/A
AMENDMENT NO. 1
For Foreign Governments and Political Subdivisions Thereof
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
ANNUAL REPORT
of
CANADA MORTGAGE AND HOUSING CORPORATION
(An agent of Her Majesty in right of Canada)
(Name of Registrant)
Date of end of last fiscal year: December 31, 2002
SECURITIES REGISTERED*
(As of close of fiscal year)
================================================================================
Names of
Amounts as to which exchanges on
Title of Issue registration is effective which registered
- --------------------------------------------------------------------------------
N/A N/A N/A
================================================================================
</Table>
Names and address of persons authorized to receive notices and
communications from the Securities and Exchange Commission:
William R. Crosbie
Minister - Counselor (Economic and Trade Policy)
Canadian Embassy
501 Pennsylvania Avenue, N.W.
Washington, D.C. 20001
Copies to:
ROBERT W. MULLEN, JR.
Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, N.Y.
- -------------------------
* The Registrant is filing this Amendment No. 1 to its annual report on a
voluntary basis.
This amendment to Canada Mortgage and Housing Corporation's ("CHMC's")
Annual Report on Form 18-K for the year ended December 31, 2002 is being filed
to include as exhibits to such Form 18-K: (i) the Fiscal Agency Agreement dated
as of November 25, 2003 signed by Royal Bank of Canada, London Branch, (ii) the
Underwriting Agreement dated November 18, 2003 among CMHC and Deutsche Bank
Securities Inc. and The Toronto-Dominion Bank, as representatives of the several
underwriters, (iii) the Opinion and Consent of Douglas V. Tyler, General Counsel
of CMHC and (iv) the Consent of Milbank, Tweed, Hadley & McCloy LLP, U.S.
Counsel for CMHC, all of which were prepared in connection with the offering of
U.S.$500,000,000 3.375% United States Dollar Bonds due December 1, 2008 (the
"Bonds") described in its Prospectus Supplement dated November 18, 2003 (the
"Prospectus Supplement") to its Prospectus dated August 14, 2003 (the "Basic
Prospectus").
That portion of the Bonds offered by the Prospectus Supplement and the
Basic Prospectus sold or to be sold in the United States or in circumstances
where registration of the Bonds is required has been registered under
Registration Statement Nos. 33-69124 and 333-107880. Such portion is not
expected to exceed an aggregate principal amount of U.S.$292,000,000. Following
the completion of the offering of the Bonds offered by the Prospectus Supplement
and the Basic Prospectus an aggregate of $1,708,000,000 will remain registered
on Registration Statement No. 333-107880.
The exhibits to CMHC's Annual Report on Form 18-K for the year ended
December 31, 2002, as hereby amended, are as follows:
(1) Current Canada Mortgage and Housing Corporation Information
(previously filed).
- 2 -
(2) Consent of the Auditor General of Canada and Jean-Guy Poulin, C.A. of
the firm Mallette General Partnership (previously filed).
(3) Fiscal Agency Agreement.
(4) Underwriting Agreement.
(5) Opinion and Consent of Douglas V. Tyler, General Counsel of CMHC.
(6) Consent of Milbank, Tweed, Hadley & McCloy LLP.
It is estimated that the expenses of CMHC in connection with the sale of
the Bonds will be as follows:
Filing Fee................................................. U.S.$ 30,175.20
Legal...................................................... 35,000.00
Printing................................................... 10,000.00
Reimbursement of Underwriters' Expenses.................... 60,000.00
Miscellaneous Expenses..................................... 9,824.80
---------------
U.S.$145,000.00
===============
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment number one to its annual report to be
signed on its behalf by the undersigned, thereunto duly authorized, at Ottawa,
Canada, on the 24th day of November, 2003.
Canada Mortgage and Housing Corporation
/s/ Trevor Gloyn
-----------------------
Trevor Gloyn, Treasurer
EXHIBIT INDEX
(1) Current Canada Mortgage and Housing Corporation Information
(previously filed).
(2) Consent of the Auditor General of Canada and Jean-Guy Poulin, CA of
the firm Mallette General Partnership (previously filed).
(3) Fiscal Agency Agreement.
(4) Underwriting Agreement.
(5) Opinion and Consent of Douglas V. Tyler, General Counsel of CMHC.
(6) Consent of Milbank, Tweed, Hadley & McCloy LLP.
EXHIBIT 3
CANADA MORTGAGE AND HOUSING CORPORATION
U.S.$500,000,000
3.375% UNITED STATES DOLLAR BONDS DUE DECEMBER 1, 2008
---------------------------------------
FISCAL AGENCY AGREEMENT
---------------------------------------
DATED AS OF NOVEMBER 25, 2003