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, 2004
SECURITIES REGISTERED*
(As of close of fiscal year)
--------------------
Names of
Amounts as to which exchanges on
Title of Issue registration is effective which registered
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N/A N/A N/A
Names and address of persons authorized to receive notices and
communications from the Securities and Exchange Commission:
Susan E. Harper
Minister - Counselor and Head of Section
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.
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* 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, 2004 is being filed
to include as exhibits to such Form 18-K: (i) the Fiscal Agency Agreement dated
as of November 16, 2005 between CMHC and Royal Bank of Canada, London Branch,
(ii) the Underwriting Agreement dated November 7, 2005 among CMHC and CIBC World
Markets Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and RBC
Capital Markets Corporation, 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.$750,000,000
4.80% United States Dollar Bonds due October 1, 2010 (the "Bonds") described in
its Prospectus Supplement dated November 7, 2005 (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 No. 333-107880. Such portion is not expected to exceed an
aggregate principal amount of U.S.$369,000,000. Following the completion of the
offering of the Bonds offered by the Prospectus Supplement and the Basic
Prospectus an aggregate of $1,134,000,000 will remain registered on Registration
Statement No. 333-107880.
The exhibits to CMHC's Annual Report on Form 18-K for the year ended
December 31, 2004, as hereby amended, are as follows:
(1) Current Canada Mortgage and Housing Corporation Information (previously
filed).
(2) Consent of Richard Flageole, FCA, Assistant Auditor General, for the
Auditor General of Canada and Raymond Chabot, Grant Thornton LLP
(previously filed).
(3) Auditor General Power of Attorney (previously filed).
(4) Form of Fiscal Agency Agreement.
(5) Underwriting Agreement.
(7) Opinion and Consent of Douglas V. Tyler, General Counsel of CMHC.
(8) Consent of Milbank, Tweed, Hadley & McCloy LLP.
It is estimated that the expenses of CMHC in connection with the sale of
the Bonds will be as follows:
Filing Fee........................................... U.S.$ 29,852
Legal................................................ 50,000
Printing............................................. 10,000
Reimbursement of Underwriters' Expenses.............. 60,000
Miscellaneous Expenses............................... 20,148
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U.S.$170,000
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 14th day of November, 2005.
Canada Mortgage and Housing Corporation
/s/ Karen Bailey
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Karen Bailey, Acting Treasurer
EXHIBIT INDEX
(1) Current Canada Mortgage and Housing Corporation Information (previously
filed).
(2) Consent of Richard Flageole, FCA, Assistant Auditor General, for the
Auditor General of Canada and Raymond Chabot, Grant Thornton LLP
(previously filed).
(3) Auditor General Power of Attorney (previously filed).
(4) Form of Fiscal Agency Agreement.
(5) Underwriting Agreement.
(7) Opinion and Consent of Douglas V. Tyler, General Counsel of CMHC.
(8) Consent of Milbank, Tweed, Hadley & McCloy LLP.