Filed pursuant to General Instruction II.K.
of Form F-9; File No. 333-14014.
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED OCTOBER 19, 2001)
US$250,000,000
[GRAPHIC]
5.75% Debentures due 2033
-------
Canadian Pacific Railway Company will pay interest on the 5.75%
debentures due 2033 on March 15 and on September 15 of each year. The first
interest payment on the Debentures will be made on September 15, 2003. The
Debentures will be issued only in denominations of US$1,000 and integral
multiples of US$1,000.
We may redeem some or all of the Debentures at any time at the
redemption prices described in this prospectus supplement. We may also redeem
all of the Debentures at any time in the event certain changes affecting
Canadian withholding taxes occur. The Debentures will not be entitled to the
benefit of any sinking funds.
-------
INVESTING IN THE DEBENTURES INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 26 OF THE ACCOMPANYING PROSPECTUS.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
WE ARE PERMITTED, UNDER A MULTIJURISDICTIONAL DISCLOSURE SYSTEM ADOPTED
BY THE UNITED STATES, TO PREPARE THIS PROSPECTUS SUPPLEMENT IN ACCORDANCE WITH
CANADIAN DISCLOSURE REQUIREMENTS. YOU SHOULD BE AWARE THAT SUCH REQUIREMENTS ARE
DIFFERENT FROM THOSE OF THE UNITED STATES. WE HAVE PREPARED THE FINANCIAL
STATEMENTS INCLUDED OR INCORPORATED HEREIN BY REFERENCE IN ACCORDANCE WITH
CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, AND THEY ARE SUBJECT TO
CANADIAN AUDITING AND AUDITOR INDEPENDENCE STANDARDS. THUS, THEY MAY NOT BE
COMPARABLE TO THE FINANCIAL STATEMENTS OF U.S. COMPANIES.
OWNING THE SECURITIES DESCRIBED HEREIN MAY HAVE TAX CONSEQUENCES BOTH
IN THE UNITED STATES AND CANADA. THIS PROSPECTUS SUPPLEMENT MAY NOT DESCRIBE
THESE TAX CONSEQUENCES FULLY. YOU SHOULD READ THE TAX DISCUSSION CONTAINED IN
THE PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS.
YOUR ABILITY TO ENFORCE CIVIL LIABILITIES UNDER UNITED STATES FEDERAL
SECURITIES LAWS MAY BE AFFECTED ADVERSELY BECAUSE WE ARE INCORPORATED OR
ORGANIZED UNDER THE LAWS OF CANADA, SOME OF ITS OFFICERS AND DIRECTORS AND SOME
OF THE EXPERTS NAMED IN THIS PROSPECTUS SUPPLEMENT OR ACCOMPANYING PROSPECTUS
ARE RESIDENTS OF CANADA, AND MANY OF ITS ASSETS ARE LOCATED IN CANADA.
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PER DEBENTURE TOTAL
------------- -----
Public Offering Price........................................ 97.438% US$243,595,000
Underwriting Commission...................................... 0.875% US$2,187,500
Proceeds to Canadian Pacific Railway (before expenses)....... 96.563% US$241,407,500
Interest on the Debentures will accrue from March 24, 2003 to the date
of delivery.
-------
The underwriters expect to deliver the Debentures in book-entry form
only through The Depository Trust Company to purchasers on or about March 24,
2003.
-------
SOLE BOOKRUNNER AND JOINT LEAD MANAGER JOINT LEAD MANAGER
Salomon Smith Barney Banc of America Securities LLC
-------
RBC Capital Markets, Scotia Capital, TD Securities, Wachovia Securities, Banc
One Capital Markets, Inc., HSBC
March 19, 2003
IMPORTANT NOTICE ABOUT INFORMATION IN
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
This document is in two parts. The first part is this prospectus
supplement, which describes the specific terms of the Debentures being offered.
The second part, the accompanying base shelf prospectus of Canadian Pacific
Railway dated October 19, 2001, gives more general information, some of which
may not apply to the Debentures being offered. The accompanying base shelf
prospectus is referred to as the "prospectus" in this prospectus supplement.
IF THE DESCRIPTION OF THE DEBENTURES VARIES BETWEEN THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS, YOU SHOULD RELY ON THE INFORMATION
IN THIS PROSPECTUS SUPPLEMENT.
YOU SHOULD RELY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT OR ADDITIONAL INFORMATION.
WE ARE NOT MAKING AN OFFER OF THE DEBENTURES IN ANY JURISDICTION WHERE THE OFFER
IS NOT PERMITTED BY LAW. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN
OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THIS
PROSPECTUS SUPPLEMENT.
In this prospectus supplement, all capitalized terms and acronyms used
and not otherwise defined herein have the meanings provided in the accompanying
prospectus. All references to "dollars", "Cdn$" or "$" are to Canadian dollars
and all references to "US$" are to United States dollars. In this prospectus
supplement, unless the context otherwise indicates, the "Company", "we", "us"
and "our" each refer to Canadian Pacific Railway Company and its subsidiaries.
All financial information included and incorporated by reference in this
prospectus supplement is determined using Canadian generally accepted accounting
principles ("Canadian GAAP").
S-2
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
----
Documents Incorporated by Reference...................................... S-4
Summary of the Offering.................................................. S-5
Recent Developments...................................................... S-7
Use of Proceeds.......................................................... S-7
Consolidated Capitalization.............................................. S-7
Earnings Coverage........................................................ S-8
Description of the Securities............................................ S-9
Credit Ratings........................................................... S-12
Certain Income Tax Information........................................... S-13
Underwriting............................................................. S-16
Legal Matters............................................................ S-17
PROSPECTUS
About This Prospectus.................................................... 1
Where You Can Find More Information...................................... 1
Forward Looking Statements............................................... 3
Canadian Pacific Railway Company......................................... 4
Selected Consolidated Financial and Operating Information................ 8
Consolidated Capitalization.............................................. 10
Use of Proceeds.......................................................... 10
Earnings Coverage........................................................ 10
Description of Debt Securities........................................... 11
Enforceability of Civil Liabilities Under the U.S. Federal
Securities Laws....................................................... 24
Plan of Distribution..................................................... 25
Certain Income Tax Considerations........................................ 25
Risk Factors............................................................. 26
Legal Matters............................................................ 27
Experts.................................................................. 28
Documents Filed as Part of the U.S. Registration Statement............... 28
S-3
DOCUMENTS INCORPORATED BY REFERENCE
This prospectus supplement is deemed to be incorporated by reference
into the accompanying prospectus solely for the purposes of the offering of the
Debentures. Other documents are also incorporated or deemed to be incorporated
by reference into the accompanying prospectus. See "Where You Can Find More
Information" in the accompanying prospectus. Pursuant to a decision made by the
Alberta Securities Commission on behalf of the securities commission or similar
regulatory authority in each of the provinces and territories of Canada dated
September 21, 2001 (the "MRRS Decision"), we are not subject to certain Canadian
continuous disclosure requirements provided that Canadian Pacific Railway
Limited ("CPRL"), which company owns all of our issued and outstanding shares,
complies with its continuous disclosure requirements. We remain responsible for
filing material change reports upon the occurrence of a material change in our
affairs which is not also a material change in the affairs of CPRL. The MRRS
Decision further permits us to incorporate by reference in this prospectus
supplement and the accompanying prospectus all information or documents that
would be required to be incorporated by reference in a short form prospectus
filed by CPRL. The following documents are specifically incorporated by
reference in, and form an integral part of, this prospectus supplement and the
accompanying prospectus and supersede documents of a similar nature that were
previously incorporated by reference:
o CPRL's annual information form dated March 3, 2003 for the
year ended December 31, 2002;
o CPRL's audited consolidated balance sheets as at December 31,
2002 and 2001 and the consolidated statements of earnings,
retained earnings and cash flows for each of the three years
in the period ended December 31, 2002, together with the notes
thereto and the report of the auditors thereon and including
management's discussion and analysis related thereto; and
o CPRL's management proxy circular dated February 18, 2003
prepared in connection with an annual shareholders' meeting
scheduled to be held on April 28, 2003, excluding the portions
under the headings "Compensation and Other Information--Report
on Executive Compensation by the Management Resources and
Compensation Committee" and "Compensation and Other
Information--Performance Graph" and excluding Appendix 1
entitled "Statement of Corporate Governance Practices".
ANY DOCUMENT OF THE TYPE REFERRED TO IN THE PRECEDING PARAGRAPH, OR
SIMILAR MATERIAL, INCLUDING ALL ANNUAL INFORMATION FORMS, ALL INFORMATION
CIRCULARS, ALL FINANCIAL STATEMENTS AND ALL NON-CONFIDENTIAL MATERIAL CHANGE
REPORTS FILED BY CPRL WITH THE SECURITIES COMMISSIONS OR SIMILAR AUTHORITIES IN
THE PROVINCES OF CANADA SUBSEQUENT TO THE DATE OF THIS PROSPECTUS SUPPLEMENT AND
PRIOR TO THE TERMINATION OF ANY OFFERING UNDER THIS PROSPECTUS SUPPLEMENT SHALL
BE DEEMED TO BE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS SUPPLEMENT AND
THE ACCOMPANYING PROSPECTUS. WE ALSO INCORPORATE BY REFERENCE INTO THE
REGISTRATION STATEMENT OF WHICH THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS FORM A PART ALL FUTURE ANNUAL REPORTS AND ANY OTHER INFORMATION CPRL
FILES WITH THE SEC PURSUANT TO SECTION 13(A), 13(C), 14 OR 15(D) OF THE EXCHANGE
ACT, IF AND TO THE EXTENT EXPRESSLY PROVIDED IN SUCH REPORT, UNTIL WE SELL ALL
OF THE DEBENTURES.
ANY STATEMENT CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
ACCOMPANYING PROSPECTUS OR IN A DOCUMENT INCORPORATED OR DEEMED TO BE
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS SHALL BE DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS TO THE EXTENT THAT A
STATEMENT CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS
OR IN ANY OTHER SUBSEQUENTLY FILED DOCUMENT WHICH ALSO IS OR IS DEEMED TO BE
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS MODIFIES OR SUPERSEDES SUCH PRIOR STATEMENT. ANY STATEMENT OR
DOCUMENT SO MODIFIED OR SUPERSEDED SHALL NOT, EXCEPT TO THE EXTENT SO MODIFIED
OR SUPERSEDED, BE INCORPORATED BY REFERENCE AND CONSTITUTE A PART OF THIS
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS.
Copies of each of the documents incorporated herein by reference may be
obtained by accessing our disclosure documents available through the Internet on
the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) which
may be accessed at www.sedar.com or by requesting a free copy of such documents
by writing or calling Canadian Pacific Railway at the following address and
telephone number: Canadian Pacific Railway Company, Suite 500, 401 - 9th Avenue
S.W., Calgary, Alberta, T2P 4Z4, Attention: Assistant Corporate Secretary, (403)
319-6171.
S-4
SUMMARY OF THE OFFERING
The following is a brief summary of some of the terms of this offering.
For a more complete description of the terms of the Debentures, see "Description
of the Securities" in this prospectus supplement and "Description of Debt
Securities" in the accompanying prospectus.
Issue............................. US$250,000,000 principal amount of 5.75%
debentures due 2033.
Maturity Date..................... March 15, 2033.
Sinking Fund...................... None.
Interest Payment Dates............ March 15 and September 15 of each year,
beginning September 15, 2003.
Ranking........................... The Debentures will be unsecured obligations
ranking pari passu with all of Canadian
Pacific Railway's existing and future
unsecured and unsubordinated debt. The
Debentures will be structurally subordinated
to all existing and future liabilities,
including trade payables and other
indebtedness, of any of Canadian Pacific
Railway's subsidiaries. See "Description of
Debt Securities--Ranking and Other
Indebtedness" in the accompanying
prospectus.
Redemption........................ Canadian Pacific Railway may redeem some or
all of the Debentures at any time at the
redemption prices described in this
prospectus supplement. See "Description of
the Securities--Optional Redemption" in this
prospectus supplement. Canadian Pacific
Railway may also redeem all of the
Debentures at the redemption prices
described in the accompanying prospectus at
any time in the event certain changes
affecting Canadian withholding taxes occur.
See "Description of Debt Securities--Tax
Redemption" in the accompanying prospectus.
Form and Denominations............ Each series of Debentures will be
represented by one or more fully registered
global securities ("Registered Global
Securities") registered in the name of a
nominee of The Depository Trust Company.
Beneficial interests in any Registered
Global Security will be in denominations of
US$1,000 and integral multiples thereof.
Except as described under "Description of
the Securities" in this prospectus
supplement and "Description of Debt
Securities" in the accompanying prospectus,
Debentures in definitive form will not be
issued.
Certain Covenants................. The indenture governing the Debentures
contains covenants that, among other things,
limit:
o the ability of Canadian Pacific
Railway and its subsidiaries to create
certain liens; and
o the ability of Canadian Pacific
Railway to merge, amalgamate or
consolidate with, or otherwise sell
all or substantially all of its assets
(exclusive of the assets of its
corporate and partnership
subsidiaries) to, any other person.
These covenants are subject to important
exceptions and qualifications which are
described under the caption "Description of
Debt Securities -- Negative Pledge" and "--
Consolidation, Merger, Amalgamation and Sale
of Assets" in the accompanying prospectus.
S-5
Additional Amounts................ Canadian Pacific Railway will make payments
on the Debentures without withholding or
deduction for Canadian taxes unless required
to be withheld or deducted by law or the
interpretation or administration thereof in
which case, subject to certain exceptions,
we will pay such additional amounts as may
be necessary so that the net amount received
by holders of the Debentures after such
withholding or deduction will not be less
than the amount that such holders would have
received in the absence of such withholding
or deduction. See "Description of Debt
Securities--Additional Amounts" in the
accompanying prospectus.
Use of Proceeds................... The net proceeds to us from this offering
will be approximately US$241.1 million,
after deducting underwriting commissions,
and estimated expenses of the offering of
US$0.3 million. All of the net proceeds
received by us from the sale of the
Debentures will be used to repay
substantially all of the principal amount of
our US$250,000,000 6.875% notes, which
mature on April 15, 2003. See "Use of
Proceeds" in this prospectus supplement.
Governing Law..................... The Debentures and the indenture governing
the Debentures will be governed by the laws
of the State of New York.
S-6
RECENT DEVELOPMENTS
On March 18, 2003 we announced that our diluted earnings per share in
the first quarter of 2003, excluding foreign exchange gains and losses on
long-term debt, are likely to be significantly less than industry analyst
estimates. We stated that the earnings outlook reflects the impact of fuel
prices that have risen dramatically and remained high, as well as severe winter
operating conditions that have persisted since early January 2003.
USE OF PROCEEDS
The net proceeds to us from this offering will be approximately
US$241.1 million, after deducting underwriting commissions, and estimated
expenses of the offering of US$0.3 million. All of the net proceeds received by
us from the sale of the Debentures will be used to repay substantially all of
the principal amount of our US$250,000,000 6.875% notes, which mature on April
15, 2003. The balance of those notes will be repaid out of working capital.
CONSOLIDATED CAPITALIZATION
The following sets forth our consolidated capitalization as of December
31, 2002:
o on an actual basis; and
o on an as adjusted basis to give effect to the issuance and
sale of the Debentures and the application of the net
proceeds, as described under "Use of Proceeds".
The table should be read together with our audited consolidated
financials for the year ended December 31, 2002, incorporated by reference into
this prospectus supplement and the accompanying prospectus. For the purpose of
the capitalization table, all U.S. dollar amounts have been translated into
Canadian dollars based on the noon buying rate on December 31, 2002.
DECEMBER 31, 2002
-----------------
ACTUAL AS ADJUSTED
------ -----------
(audited) (unaudited)
(in millions)
Long-term debt maturing within one year.......... $400.8 $6.4
Long-term debt (less current portion)............ 2,922.1 2,922.1
Securities offered hereby..................... -- 394.4
------- -----
Total debt.................................... 3,322.9 3,322.9
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SHAREHOLDERS' EQUITY:
Share capital:
Ordinary Shares............................... 1,116.1 1,116.1
Contributed surplus.............................. 291.1 291.1
Foreign currency translation adjustment.......... 122.3 122.3
Retained income.................................. 1,856.9 1,856.9
------- -------
Total shareholders' equity.................... 3,386.4 3,386.4
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Total capitalization.......................... $6,709.3 $6,709.3
======== ========
S-7
EARNINGS COVERAGE
The following consolidated financial ratios are calculated for the
twelve-month period ended December 31, 2002 and give effect to the issuance of
all of our long-term debt and repayment or redemption thereof as of that date
and are adjusted to give effect as of the beginning of the period to the
issuance of the Debentures and the application of the net proceeds therefrom.
TWELVE MONTHS ENDED
DECEMBER 31, 2002
-----------------
ACTUAL PRO FORMA
------ ---------
Earnings coverage on long-term debt
Before non-recurring items and foreign exchange on long-term debt(1)......... 3.3x 3.4x
After non-recurring items and foreign exchange on long-term debt(2).......... 3.4x 3.4x
-----------
(1) Earnings coverage is equal to net income (excluding non-recurring items
and foreign exchange on long-term debt) before interest expense and
income taxes divided by interest expense on all debt.
(2) Earnings coverage is equal to net income (including non-recurring items
and foreign exchange on long-term debt) before interest expense and
income taxes divided by interest expense on all debt.
Our interest expense requirements amounted to approximately $254.2
million for the twelve-month period ended December 31, 2002. Our earnings before
interest expense and income tax for the twelve-month period ended December 31,
2002 were approximately $860.1 million, which is 3.4 times our interest expense
requirements for that period. If non-recurring items and foreign exchange on
long-term debt are excluded, our earnings before interest expense and income tax
for the twelve-month period ended December 31, 2002 were approximately $846.7
million, which is 3.3 times our interest expense requirements for that period.
Giving effect to the issuance of the Debentures, our interest expense
requirements would have amounted to approximately $249.8 million for the
twelve-month period ended December 31, 2002. Also giving effect to the issuance
of the Debentures, our earnings before interest expense and income tax for the
twelve-month period ended December 31, 2002 would have been approximately $860.1
million, which would have been 3.4 times our interest expense requirements for
that period. If non-recurring items and foreign exchange on long-term debt are
excluded, and giving effect to the issuance of the Debentures, our earnings
before interest expense and income tax for the twelve-month period ended
December 31, 2002 would have been approximately $846.7 million, which would have
been 3.4 times our interest expense requirements for that period.
S-8
DESCRIPTION OF THE SECURITIES
The following description of the particular terms of the Debentures
supplements, and to the extent inconsistent therewith replaces, the description
of the debt securities set forth under "Description of Debt Securities" in the
accompanying prospectus and should be read in conjunction with that description.
Capitalized terms used and not defined in this prospectus supplement have the
meanings ascribed to them in the accompanying prospectus.
GENERAL
The Debentures will be direct unsecured obligations of Canadian Pacific
Railway initially issued in an aggregate principal amount of US$250,000,000 and
will mature on March 15, 2033. The Debentures will bear interest at the rate of
5.75% per year from March 24, 2003, or from the most recent date to which
interest has been paid or provided for, payable semi-annually on March 15 and
September 15 of each year, commencing September 15, 2003 to the Persons in whose
names the Debentures are registered at the close of business on the next
preceding March 1 or September 1, respectively.
We may, from time to time, without the consent of Holders of
Debentures, create and issue additional Debentures under the Indenture in
addition to the aggregate principal amount of Debentures offered hereby. Such
additional Debentures will rank equally with the Debentures offered hereby in
all respects (or in all respects except for the payment of interest accruing
prior to the issue date of the new Debentures or except for the first payment of
interest following the issue date of the new Debentures) so that the new
Debentures may be consolidated and form a single series with the Debentures, and
have the same terms as to status, redemption and otherwise as the Debentures.
Payment of principal, premium, if any, and interest on the Debentures
will be made in United States dollars.
The provisions of the Indenture relating to the payment of additional
amounts in respect of Canadian withholding taxes in certain circumstances
(described under the caption "Description of Debt Securities--Additional
Amounts" in the accompanying prospectus) and the provisions of the Indenture
relating to the redemption of debt securities in the event of specified changes
in Canadian withholding tax law on or after the date of this prospectus
supplement (described under the caption "Description of Debt Securities--Tax
Redemption" in the accompanying prospectus) will apply to the Debentures.
The Debentures will not be entitled to the benefits of any sinking
funds.
RANKING
The Debentures will be unsecured obligations ranking pari passu with
all of Canadian Pacific Railway's existing and future unsecured and
unsubordinated debt. The Debentures will be structurally subordinated to all
existing and future liabilities, including trade payables and other
indebtedness, of any of Canadian Pacific Railway's subsidiaries. See
"Description of Debt Securities--Ranking and Other Indebtedness" in the
accompanying prospectus. As of December 31, 2002, the aggregate obligations
ranking ahead of the Debentures would have amounted to $1,100.9 million. For the
first quarter of 2003 (should the new rules be accepted by the Canadian
Institute of Chartered Accountants), we expect to commence the consolidation of
a special purpose entity which will add $208.9 million of secured debt to our
balance sheet effective January 1, 2003.
OPTIONAL REDEMPTION
The Debentures will be redeemable in whole or in part at any time, at
Canadian Pacific Railway's option, at redemption prices equal to the greater of
(1) 100% of the principal amount of the Debentures, and (2) the sum of the
present values of the remaining scheduled payments of principal and interest
thereon (exclusive of interest accrued to the date of redemption) discounted to
the redemption date on a semi-annual basis at the Treasury Yield plus 20 basis
points, together with accrued interest to the date of redemption. Interest will
be calculated on the basis of a 360-day year consisting of twelve 30-day months.
Holders of Debentures to be redeemed will receive notice thereof by
first-class mail at least 30 and not more than 60 days prior to the date fixed
for redemption.
Unless Canadian Pacific Railway defaults in the payment of the
redemption price, on or after the redemption date, interest will cease to accrue
on the Debentures or the portions thereof called for redemption.
S-9
"Treasury Yield" means, with respect to any redemption date, the rate
per annum equal to the semi-annual equivalent yield to maturity or interpolated
(on a day count basis) of the Comparable Treasury Issue, assuming a price for
the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for that redemption date.
"Comparable Treasury Issue" means the United States Treasury security
or securities selected by an Independent Investment Banker as having an actual
or interpolated maturity comparable to the remaining term of the Debentures to
be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the Debentures.
"Independent Investment Banker" means one of the Reference Treasury
Dealers selected by the Trustee after consultation with Canadian Pacific Railway
or, if such firm is unwilling or unable to select the Comparable Treasury Issue,
an independent investment banking institution of national standing in the United
States appointed by the Trustee after consultation with Canadian Pacific
Railway.
"Comparable Treasury Price" means (1) the average of the Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest
and lowest of such Reference Treasury Dealer Quotations, or (2) if the Trustee
obtains fewer than four such Reference Treasury Dealer Quotations, the average
of all such Quotations.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m. New York
time on the third business day preceding such redemption date.
"Reference Treasury Dealers" means Salomon Smith Barney Inc. and Banc
of America Securities LLC or their affiliates which are primary U.S. government
securities dealers, and their respective successors; provided, however, that if
any of the foregoing ceases to be a primary U.S. government securities dealer in
The City of New York (a "Primary Treasury Dealer"), we will substitute therefor
another Primary Treasury Dealer.
BOOK-ENTRY SYSTEM
The Depository Trust Company (the "Depository") will act as securities
depository for the Debentures. Each series of Debentures will be represented by
one or more Registered Global Securities (collectively, the "Registered Global
Securities") registered in the name of Cede & Co. (the Depository's partnership
nominee) or such other name as may be requested by an authorized representative
of the Depository. The provisions set forth under "Description of Debt
Securities--Registered Global Securities" in the accompanying prospectus will be
applicable to the Debentures. Accordingly, beneficial interests in the
Debentures will be shown on, and transfers thereof will be effected only
through, records maintained by the Depository and its Direct and Indirect
Participants (defined below). Except as described under "Description of Debt
Securities--Registered Global Securities" in the accompanying prospectus, owners
of beneficial interests in the Registered Global Securities representing the
Debentures will not be entitled to receive Debentures in definitive form and
will not be considered Holders of Debentures under the Indenture.
The Depository has advised Canadian Pacific Railway and the
underwriters as follows: the Depository is a limited-purpose trust company
organized under the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code and a "clearing agency" registered pursuant to the provisions of Section
17A of the U.S. Securities Exchange Act of 1934. The Depository holds securities
that its participants ("Direct Participants") deposit with the Depository. The
Depository also facilitates the settlement among Direct Participants of
securities transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in Direct Participants'
accounts, thereby eliminating the need for physical movement of securities
certificates. Direct Participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations. The
Depository is owned by a number of its Direct Participants and by the New York
Stock Exchange, Inc., the American Stock Exchange, LLC and the National
Association of Securities Dealers, Inc. Access to the Depository's system is
also available to others, such as securities brokers and dealers, banks and
trust companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants"). The
rules applicable to the Depository and Direct and Indirect Participants are on
file with the SEC.
S-10
Purchases of Debentures under the Depository's system must be made by
or through Direct Participants, which will receive a credit for such Debentures
on the Depository's records. The ownership interest of each actual purchaser of
Debentures represented by Registered Global Securities ("Beneficial Owner") is
in turn to be recorded on the Direct and Indirect Participants' records.
Beneficial Owners will not receive written confirmation from the Depository of
their purchase, but Beneficial Owners are expected to receive written
confirmations providing details of the transactions, as well as periodic
statements of their holdings, from the Direct or Indirect Participants through
which such Beneficial Owners entered into the transaction. Transfers of
ownership interests in the Registered Global Securities representing Debentures
are to be accomplished by entries made on the books of participants acting on
behalf of Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interests in the Registered Global Securities
representing Debentures, except in the event that use of the book-entry system
for the Debentures is discontinued or upon the occurrence of certain other
events described in the accompanying prospectus.
To facilitate subsequent transfers, the Registered Global Securities
representing Debentures that are deposited by Direct Participants with the
Depository are registered in the name of the Depository's partnership nominee,
Cede & Co. or such other name as may be requested by an authorized
representative of the Depository. The deposit of the Registered Global
Securities with the Depository and their registration in the name of Cede & Co.
or such other nominee do not effect any change in beneficial ownership. The
Depository has no knowledge of the actual Beneficial Owners of the Registered
Global Securities representing the Debentures; the Depository's records reflect
only the identity of the Direct Participants to whose accounts such Debentures
are credited, which may or may not be the Beneficial Owners. The Direct or
Indirect Participants will remain responsible for keeping account of their
holdings on behalf of their customers.
Conveyance of notices and other communications by the Depository to
Direct Participants, by Direct Participants to Indirect Participants, and by
Direct Participants and Indirect Participants to Beneficial Owners will be
governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Neither the Depository nor Cede & Co. (nor any other Depository
nominee) will consent or vote with respect to the Registered Global Securities
representing the Debentures. Under its usual procedures, the Depository mails an
omnibus proxy (an "Omnibus Proxy") to Canadian Pacific Railway as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts the
Debentures are credited on the record date (identified in a listing attached to
the Omnibus Proxy).
Principal, premium, if any, and interest payments on the Registered
Global Securities representing the Debentures will be made to Cede & Co., or
such nominee as may be requested by an authorized representative of the
Depository. The Depository's practice is to credit Direct Participants' accounts
on the applicable payment date in accordance with their respective holdings
shown on the Depository's records, upon the Depository's receipt of funds and
corresponding detailed information from Canadian Pacific Railway or the Trustee
on the payment date. Payments by Direct and Indirect Participants to Beneficial
Owners will be governed by standing instructions and customary practices, as is
the case with securities held for the accounts of customers in bearer form or
registered in "street name", and will be the responsibility of such Direct and
Indirect Participants and not of the Depository, the Trustee, or Canadian
Pacific Railway, subject to any statutory or regulatory requirements as may be
in effect from time to time. Payment of principal, premium and interest to Cede
& Co. (or such other nominee as may be requested by an authorized representative
of the Depository) is Canadian Pacific Railway's responsibility or the
responsibility of the Trustee, disbursement of such payments to Direct
Participants is the responsibility of the Depository, and disbursement of such
payments to the Beneficial Owners is the responsibility of the Direct and
Indirect Participants. Neither Canadian Pacific Railway nor the Trustee will
have any responsibility or liability for the disbursements of payments in
respect of ownership interests in the Debentures by the Depository or the Direct
or Indirect Participants or for maintaining or reviewing any records of the
Depository or the Direct or Indirect Participants relating to ownership
interests in the Debentures or the disbursement of payments in respect of the
Debentures.
The Depository may discontinue providing its services as securities
depository with respect to the Debentures at any time by giving reasonable
notice to Canadian Pacific Railway or the Trustee. Under such circumstances, in
the event that a successor securities depository is not obtained, Debentures in
definitive form are required to be printed and delivered to each Holder.
Canadian Pacific Railway may decide to discontinue use of the system of
book-entry transfers through the Depository (or a successor securities
depository). In that event, Debentures in definitive form will be printed and
delivered.
S-11
CREDIT RATINGS
Our unsecured long-term debt securities are rated "Baa2" from Moody's
Investors Service, Inc. ("Moody's") and are rated "BBB" from Standard & Poor's
Corporation ("S&P"). Credit ratings are intended to provide investors with an
independent measure of credit quality of any issue of securities.
Moody's credit ratings are on a long-term debt rating scale that ranges
from Aaa to C, which represents the range from highest to lowest quality of such
securities rated. According to the Moody's rating system, debt securities rated
"Baa" are considered medium-grade obligations (i.e., they are neither highly
protected nor poorly secured). Interest payments and principal security appear
adequate for the present but certain protective elements may be lacking or may
be characteristically unreliable over any great length of time. Such debt
securities lack outstanding investment characteristics and in fact have
speculative characteristics as well.
Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa through Caa in its corporate bond rating system. The
modifier 1 indicates that the issue ranks in the higher end of its generic
rating category, the modifier 2 indicates a mid-range ranking and the modifier 3
indicates that the issue ranks in the lower end of its generic rating category.
S&P's credit ratings are on a long-term debt rating scale that ranges
from AAA to D, which represents the range from highest to lowest quality of such
securities rated. According to the S&P rating system, an obligation rated "BBB"
exhibits adequate protection parameters. However, adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity of the
obligor to meet its financial commitment on the obligation. The ratings from AA
to CCC may be modified by the addition of a plus (+) or minus (-) sign to show
relative standing within the major rating categories.
The credit ratings accorded to the Debentures by the rating agencies
are not recommendations to purchase, hold or sell the Debentures inasmuch as
such ratings do not comment as to market price or suitability for a particular
investor. We cannot assure you that any rating will remain in effect for any
given period of time or that any rating will not be revised or withdrawn
entirely by a rating agency in the future if in its judgment circumstances so
warrant and, if any such rating is so revised or withdrawn, we are under no
obligation to update this prospectus supplement.
S-12
CERTAIN INCOME TAX INFORMATION
THE FOLLOWING SUMMARY IS OF A GENERAL NATURE ONLY AND IS NOT INTENDED
TO BE, AND SHOULD NOT BE CONSTRUED TO BE, LEGAL OR TAX ADVICE TO ANY PROSPECTIVE
INVESTOR AND NO REPRESENTATION WITH RESPECT TO THE TAX CONSEQUENCES TO ANY
PARTICULAR INVESTOR IS MADE. ACCORDINGLY, PROSPECTIVE INVESTORS SHOULD CONSULT
WITH THEIR OWN TAX ADVISORS FOR ADVICE WITH RESPECT TO THE INCOME TAX
CONSEQUENCES TO THEM OF PURCHASING, HOLDING OR DISPOSING OF THE DEBENTURES
HAVING REGARD TO THEIR OWN PARTICULAR CIRCUMSTANCES, INCLUDING ANY CONSEQUENCES
OF AN INVESTMENT IN THE DEBENTURES ARISING UNDER STATE, PROVINCIAL OR LOCAL TAX
LAWS IN THE UNITED STATES OR CANADA OR TAX LAWS OF JURISDICTIONS OUTSIDE THE
UNITED STATES OR CANADA.
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
In the opinion of Fraser Milner Casgrain LLP, Canadian counsel for
Canadian Pacific Railway, the following is, as of the date hereof, a fair and
adequate summary of the principal Canadian federal income tax consequences to a
purchaser of the Debentures who, for purposes of the INCOME TAX ACT (Canada)
(the "Tax Act"), deals with Canadian Pacific Railway at arm's length within the
meaning of the Tax Act, and is neither a resident of Canada nor deemed to be a
resident of Canada (a "Non-Resident Holder"). For purposes of the Tax Act,
related persons (as defined in the Tax Act) are deemed not to deal at arm's
length and it is a question of fact whether persons not related to each other
deal at arm's length. This summary is based on the current provisions of the Tax
Act and the regulations thereunder, counsel's understanding of the current
published administrative practices of the Canada Customs and Revenue Agency (the
"CCRA"), and all specific proposals to amend the Tax Act and the regulations
announced by the Minister of Finance (Canada) prior to the date hereof. This
summary does not otherwise take into account or anticipate changes in the law or
in the administrative practices of the CCRA, whether by judicial, governmental
or legislative decision or action, nor does it take into account tax legislation
or considerations of any province or territory of Canada or any jurisdiction
outside Canada.
S-13
The payment by Canadian Pacific Railway of interest, premium, if any,
or principal on the Debentures to a Non-Resident Holder will be exempt from
Canadian non-resident withholding tax under the Tax Act.
No other taxes on income (including capital gains) will be payable
under the Tax Act in respect of the holding, redemption or disposition of the
Debentures or the receipt of interest, premium, if any, or principal thereon by
Non-Resident Holders who do not use or hold and are not deemed to use or hold
the Debentures in carrying on business in Canada for the purposes of the Tax
Act, except that in certain circumstances Non-Resident Holders who are
non-resident insurers carrying on an insurance business in Canada and elsewhere
may be subject to such taxes.
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following summary describes certain U.S. federal income tax
consequences that may be relevant to the purchase, ownership and disposition of
Debentures by United States persons (as defined below) who purchase Debentures
in this offering at the issue price set forth on the cover of this prospectus
supplement and who hold the Debentures as capital assets ("U.S. Holders") within
the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended
(the "Code"). This discussion does not purport to deal with all aspects of U.S.
federal income taxation that may be relevant to particular holders in light of
their particular circumstances nor does it deal with persons that are subject to
special tax rules, such as dealers in securities or currencies, financial
institutions, insurance companies, tax-exempt organizations, persons holding the
Debentures as a part of a straddle, hedge, or conversion transaction or a
synthetic security or other integrated transaction, U.S. Holders whose
"functional currency" is not the U.S. dollar, and holders who are not U.S.
Holders. In addition, this summary does not address the U.S. federal income tax
consequences applicable to subsequent purchasers of the Debentures. Furthermore,
the discussion below is based upon the provisions of the Code and United States
Treasury regulations, rulings and judicial decisions under the Code as of the
date of this prospectus supplement, and those authorities may be repealed,
revoked or modified (possibly with retroactive effect) so as to result in U.S.
federal income tax consequences different from those discussed below. There can
be no assurance that the Internal Revenue Service ("IRS") will take a similar
view as to any of the U.S. federal income tax consequences described in this
summary.
PERSONS CONSIDERING THE PURCHASE, OWNERSHIP OR DISPOSITION OF
DEBENTURES SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL
INCOME TAX CONSEQUENCES IN LIGHT OF THEIR PARTICULAR SITUATIONS AS WELL AS ANY
CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE OR OF ANY LOCAL OR FOREIGN
TAXING JURISDICTION.
As used in this section, the term "United States person" means a
beneficial owner of a Debenture that is (i) a citizen or resident of the United
States, (ii) a corporation or other entity created or organized in or under the
laws of the United States or any political subdivision of the United States,
(iii) an estate the income of which is subject to U.S. federal income taxation
regardless of its source or (iv) a trust, if a United States court is able to
exercise primary supervision over the administration of the trust and one or
more U.S. persons have the authority to control all substantial decisions of the
trust or if the trust has validly made an election to be treated as a U.S.
person under applicable United States Treasury regulations.
For U.S. federal income tax purposes, income earned through a foreign
or domestic partnership or other flow-though entity is attributed to its owners.
Accordingly, if a partnership or other flow-through entity holds Debentures, the
U.S. federal income tax treatment of the holder will generally depend on the
status of the partner or other owner and the activities of the partnership or
other flow-through entity.
PAYMENTS OF INTEREST
Interest on a Debenture will generally be includible by a U.S. Holder
as ordinary income at the time the interest is paid or accrued, depending on the
U.S. Holder's method of accounting for U.S. federal income tax purposes. In
addition to interest on the Debentures, a U.S. Holder will be required to
include as income any additional amounts Canadian Pacific Railway may pay to
cover any Canadian taxes withheld from interest payments. As a result, a U.S.
Holder may be required to include more interest in gross income than the amount
of cash it actually receives.
A U.S. Holder may be entitled to deduct or credit foreign withheld tax,
subject to applicable limitations in the Code. For U.S. foreign tax credit
purposes, interest income on a Debenture generally will constitute foreign
source income and be considered "passive income" or "financial services income".
If the applicable rate of Canadian withholding tax is 5% or more, interest on
the Debentures will be treated as "high withholding tax interest". The rules
governing the foreign tax credit are
S-14
complex and investors are urged to consult their tax advisors regarding the
availability of the credit under their particular circumstances.
ORIGINAL ISSUE DISCOUNT
It is not expected that the Debentures will be issued with original
issue discount. If, however, the Debentures are issued with more than a de
minimis amount of original issue discount, then such original issue discount
would be treated for U.S. federal income tax purposes as accruing over the
Debentures' term as interest income of the U.S. Holders. A U.S. Holder's
adjusted tax basis in a Debenture would be increased by the amount of any
original issue discount included in its gross income. In compliance with United
States Treasury regulations, if we determine that the Debentures have original
issue discount, we will provide certain information to the IRS and/or U.S.
Holders that is relevant to determining the amount of original issue discount in
each accrual period.
SALE, EXCHANGE OR RETIREMENT OF THE DEBENTURES
Upon the sale, exchange or retirement of a Debenture, a U.S. Holder
generally will recognize a taxable gain or loss equal to the difference between
the amount realized (reduced by any amounts attributable to accrued but unpaid
interest, which will be taxable as ordinary income) and the U.S. Holder's
adjusted tax basis in the Debenture. Such gain or loss generally will constitute
a long term capital gain or loss if the Debenture was held by such U.S. Holder
for more than one year and otherwise will be short term capital gain or loss.
Under current law, net capital gains of non-corporate taxpayers are, under some
circumstances, taxed at lower rates than items of ordinary income. Somewhat
lower capital gains tax rates may apply to the sale by individuals of Debentures
held for more than five years. The deductibility of capital losses is subject to
limitations. In the case of a U.S. Holder who is a United States resident (as
defined in Section 865 of the Code), any such gain or loss will be treated as
U.S. source gain or loss, unless it is attributable to an office or other fixed
place of business outside the United States and certain other conditions are
met.
BACKUP WITHHOLDING AND INFORMATION REPORTING
In general, information reporting requirements will apply to payments
of principal and interest on a Debenture and payments of the proceeds of sale
made within the United States (and, in certain cases, outside the United States)
to U.S. Holders other than certain exempt recipients (such as corporations). In
addition, a backup withholding tax may apply to such payments if such a U.S.
Holder fails to provide an accurate taxpayer identification number or otherwise
fails to comply with applicable requirements of the backup withholding rules.
Any amounts withheld under those rules will be allowed as a credit against the
U.S. Holder's U.S. federal income tax liability or refundable to the extent it
exceeds such liability. A U.S. Holder who does not provide a correct taxpayer
identification number may be subject to penalties imposed by the IRS.
S-15
UNDERWRITING
Salomon Smith Barney Inc. is acting as sole bookrunning manager of the
offering, and, together with Banc of America Securities LLC, are acting as
representatives of the underwriters named below.
Subject to the terms and conditions stated in the underwriting
agreement dated the date of this prospectus supplement, each underwriter named
below has agreed to purchase, and we have agreed to sell to that underwriter,
the principal amount of Debentures set forth opposite the underwriter's name.
PRINCIPAL AMOUNT OF
UNDERWRITER DEBENTURES
----------- ----------
Salomon Smith Barney Inc................................ US$ 75,000,000
Banc of America Securities LLC.......................... 75,000,000
RBC Dominion Securities Corporation..................... 30,000,000
Scotia Capital USA Inc.................................. 15,000,000
TD Securities (USA) Inc................................. 15,000,000
Wachovia Securities, Inc................................ 15,000,000
Banc One Capital Markets, Inc........................... 12,500,000
HSBC Securities (USA) Inc............................... 12,500,000
----------
Total................................................ US$250,000,000
==============
The underwriting agreement provides that the obligations of the
underwriters to purchase the Debentures included in this offering are subject to
approval of legal matters by counsel and to other conditions. The underwriters
are obligated to purchase all the Debentures if they purchase any of the
Debentures.
The underwriters propose to offer some of the Debentures directly to
the public at the public offering price set forth on the cover page of this
prospectus supplement and some of the Debentures to dealers at the public
offering price less a concession not to exceed 0.500% of the principal amount of
the Debentures on sales to other dealers. The underwriters may allow, and other
such dealers may reallow, a commission not in excess of 0.250% of the principal
amount of the Debentures on sales to certain other dealers. After the initial
offering of the Debentures to the public, the representatives may change the
public offering price and concessions.
S-16
The following table shows the underwriting discounts and commissions
that we are to pay to the underwriters in connection with this offering
(expressed as a percentage of the principal amount of the Debentures).
PAID BY CANADIAN
PACIFIC RAILWAY
---------------
Per Debenture........................................... 0.875%
In connection with this offering, Salomon Smith Barney Inc., on behalf
of the underwriters, may purchase and sell Debentures in the open market. These
transactions may include over-allotment, syndicate coverings transactions and
stabilizing transactions. Over-allotment involves syndicate sales of the
Debentures in excess of the principal amount of the Debentures to be purchased
by the underwriters in this offering, which creates a syndicate short position.
Syndicate covering transactions involve purchases of the Debentures in the open
market after the distribution has been completed in order to cover syndicate
short positions. Stabilizing transactions consist of certain bids or purchases
of the Debentures made for the purpose of preventing or retarding a decline in
the market price of the Debentures while the offering is in progress.
The underwriters also may impose a penalty bid. Penalty bids permit the
underwriters to reclaim a selling concession from a syndicate member when
Salomon Smith Barney Inc., in covering syndicate short positions or making
stabilizing purchases, repurchases Debentures originally sold by that syndicate
member.
Any of these activities may have the effect of preventing or retarding
a decline in the market price of the Debentures. They may also cause the price
of the Debentures to be higher than the price that otherwise would exist in the
open market in the absence of these transactions. The underwriters may conduct
these transactions in the over-the-counter market or otherwise. If the
underwriters commence any of these transactions, they may discontinue them at
any time.
The Debentures are a new issue of securities with no established
trading market. The Debentures will not be listed on any securities exchange or
on any automated dealer quotation system. The underwriters may make a market in
the Debentures after completion of the offering, but will not be obligated to do
so and may discontinue any market-making activities at any time without notice.
No assurance can be given as to the liquidity of the trading market for the
Debentures or that an active public market for the Debentures will develop. If
an active public trading market for the Debentures does not develop, the market
price and liquidity of the Debentures may be adversely affected.
We estimate that our total expenses for this offering will be US$0.3
million.
The underwriters have performed investment banking and advisory
services for us from time to time for which they have received customary fees
and expenses. The underwriters may, from time to time, engage in transactions
with and perform services for us in the ordinary course of their business.
Certain of the underwriters are affiliated with entities that are agents for
and members of syndicates of lenders which made available revolving and term
facilities to us. We are in compliance in all material respects with the terms
of the agreements governing such facilities and debentures.
Because more than 10% of the proceeds of this offering, not including
underwriting compensation, may be received by entities who are affiliated with
National Association of Securities Dealers, Inc. members who are participating
in this offering, this offering is being conducted in compliance with the NASD
Conduct Rule 2710(c)(8). Pursuant to that rule, the appointment of a qualified
independent underwriter is not necessary in connection with this offering, as
the offering is of a class of securities rated Baa or better by Moody's rating
service or BBB or better by S&P's rating service.
We have agreed to indemnify the underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, or to
contribute to payments the underwriters may be required to make because of any
of those liabilities.
LEGAL MATTERS
Certain legal matters in connection with the issue of the Debentures
will be passed upon for us by Fraser Milner Casgrain LLP, Calgary, Alberta, and
by Paul, Weiss, Rifkind, Wharton & Garrison LLP, New York, New York, and certain
legal matters in connection with the issue of the Debentures will be passed upon
for the underwriters by Shearman & Sterling, Toronto, Ontario. As to all matters
of Canadian federal and Alberta law, Paul, Weiss, Rifkind, Wharton & Garrison
LLP may rely upon the opinion of Fraser Milner Casgrain LLP. As to all matters
of U.S. federal and New York law, Fraser Milner Casgrain LLP may rely upon the
opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.
The partners and associates of Fraser Milner Casgrain LLP and the
partners and associates of Paul, Weiss, Rifkind, Wharton & Garrison LLP, each as
a group, beneficially own, directly or indirectly, less than 1% of our
outstanding securities.
S-17
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US$250,000,000
[GRAPHIC]
5.75% Debentures due 2033
-------
PROSPECTUS SUPPLEMENT
MARCH 19, 2003
-------
Salomon Smith Barney
Banc of America Securities LLC
-------
RBC Capital Markets
Scotia Capital
TD Securities
Wachovia Securities
Banc One Capital Markets, Inc.
HSBC
================================================================================