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, 2005
SECURITIES REGISTERED*
(As of close of fiscal year)
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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:
His Excellency The Honorable Michael H. Wilson
Canadian Ambassador to the United States of America
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, 2005 is being filed
to include as exhibits to such Form 18-K: (i) the Fiscal Agency Agreement dated
as of September 14, 2006 between CMHC and Royal Bank of Canada, London Branch,
(ii) the Underwriting Agreement dated September 7, 2006 among CMHC and CIBC
World Markets Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and TD
Securities (USA) LLC, 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 5.00%
United States Dollar Bonds due September 1, 2011 (the "Bonds") described in its
Prospectus Supplement dated September 7, 2006 (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.$506,400,000. Following the completion of
the offering of the Bonds offered by the Prospectus Supplement and the Basic
Prospectus an aggregate of U.S.$627,600,000 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, 2005, as hereby amended, are as follows:
(1) Current Canada Mortgage and Housing Corporation Information
(previously filed).
(2) Consent of Ronald C. Thompson, CA, 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) 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.$40,968
Legal....................................... 60,000
Printing.................................... 10,000
Reimbursement of Underwriters' Expenses..... 60,000
Miscellaneous Expenses...................... 14,032
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U.S.$185,000
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2
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 September, 2006.
Canada Mortgage and Housing Corporation
/s/ Mark Chamie
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Mark Chamie, Treasurer
EXHIBIT INDEX
(1) Current Canada Mortgage and Housing Corporation Information (previously
filed).
(2) Consent of Ronald C. Thompson, CA, 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) 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.