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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PRECISION DRILLING TRUST
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(Exact name of registrant as specified in its charter)
ALBERTA, CANADA NOT APPLICABLE
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State or other jurisdiction (I.R.S. Employer
of organization) Identification No.)
4200, 150 - 6TH AVENUE S.W.
CALGARY, ALBERTA T2P 3Y7
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
TRUST UNITS NEW YORK STOCK EXCHANGE
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d) please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act: NONE.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This registration statement relates to the registration with the
Securities and Exchange Commission (the "COMMISSION") of trust units (the "TRUST
UNITS") of Precision Drilling Trust, an unincorporated investment trust
established under the laws of the Province of Alberta, Canada. (the "TRUST" or
the "REGISTRANT"). This registration statement is filed with the Commission in
connection with the listing of the Trust Units on the New York Stock Exchange,
inc. (the "NYSE"). The Registrant expects trading of its Trust Units to begin on
the NYSE on November 7, 2005.
Pursuant to the Registrant's Declaration of Trust, dated September
22, 2005, a copy of which has been filed as an exhibit hereto, an unlimited
number of Trust units may be created and issued. There will be not more than
127,746,636 Trust Units to be issued on completion of the arrangement on Monday,
November 7, 2005. All Trust Units shall rank among themselves equally and
rateably without discrimination, preference or priority. Each Trust Unit
entitles the holder or holders thereof (the "UNITHOLDERS") to one vote at any
meeting of the Unitholders and represents an equal undivided beneficial interest
in any distribution from the Trust (whether of income, net realized capital
gains or other amounts) and in any net assets of the Trust in the event of
termination or winding-up of the Trust. Each Trust Unit is transferable, and is
redeemable at any time on demand by the holders thereof. There are no conversion
or pre-emptive rights attaching to the Trust Units.
No Unitholder will be subject to any liability in connection with the
Trust or its obligations and affairs and, in the event that a court determines
Unitholders are subject to any such liabilities, the liabilities will be
enforceable only against, and will be satisfied only out of the Trust's assets.
The Trust will indemnify and hold harmless each Unitholder from any costs,
damages, liabilities, expenses, charges and losses suffered by a Unitholder
resulting from or arising out of such Unitholder not having such limited
liability. Personal liability may however arise in respect of claims against the
Trust that do not arise under contracts, including claims in tort, claims for
taxes, and possibly other statutory liabilities.
Trust Units may be created, issued, sold and delivered on such terms
and conditions and at such times as the Trustees may determine. The Trust may
from time to time purchase for cancellation some or all of the Units in the
market, by private agreement or upon any recognized stock exchange on which such
Units are traded or pursuant to tenders received by the Trust, provided in each
case that the Trustees have determined that such purchases are in the best
interests of the Trust.
It is in the best interest of the Unitholders that the Trust qualify
as a "unit trust" and a "mutual fund trust" under the INCOME TAX ACT (Revised
Statutes of Canada 1985, Chapter 1 (5th Supplement) and the INCOME TAX
REGULATIONS as amended from time to time (the "TAX ACT"). Accordingly, if
determined necessary or desirable by the trustees, the Trust may, from time to
time, among other things, take all necessary steps to monitor the Trust and
ownership of the Trust Units. If at any time the Trust or trustees become aware
that the activities of the Trust and/or ownership of the Trust Units by
Non-Residents (defined as non-residents of Canada within the meaning of the Tax
Act) may threaten the status of the Trust under the Tax Act, the Trust is
authorized to take such action as may be necessary in the opinion of the
trustees to maintain the status of the Trust as a "unit trust" or a "mutual fund
trust". This includes, without limitation, the imposition of restrictions on the
issuance by the Trust of Trust Units, or the transfer by any Unitholder of Trust
Units to a non-resident.
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In addition to the foregoing, if determined appropriate by the Trust,
the transfer agent of Trust Units may establish operating procedures for, and
maintain, a reservation system which may limit the number of Trust Units that
non-residents may hold, and may limit the transfer of the legal or beneficial
interest in any Trust Units to non-Residents unless selected through a process
determined appropriate by the Trust. Such operating procedures may, among other
things, provide that any transfer of a legal or beneficial interest in any Trust
Units contrary to the provisions of such reservation system may not be
recognized by the Trust.
The Unitholders may vote by Special Resolution to terminate the Trust
at any meeting of the Unitholders duly called for that purpose, following which
the Trustees shall commence to wind-up the affairs of the Trust, and shall
thereafter be restricted to only such activities.
ITEM 2. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement on Form 8-A:
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Exhibit No. Description
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1 Declaration of Trust, Precision Drilling Trust
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Dated: November 4, 2005
PRECISION DRILLING TRUST
By: /s/ Robert J.S. Gibson
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Name: Robert J.S. Gibson
Title: Trustee
By: /s/ Patrick M. Murray
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Name: Patrick M. Murray
Title: Trustee
By: /s/ H. Garth Wiggins
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Name: H. Garth Wiggins
Title: Trustee