fv9
AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 1, 2007.
REGISTRATION NO. 333-
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-9
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BROOKFIELD ASSET MANAGEMENT INC.
(Exact name of Registrant as specified in its charter)
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ONTARIO
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1121, 1031, 1061, 1311, 2421, 4939, 6311
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NOT APPLICABLE |
(Province or other Jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer Identification Number, |
Incorporation or Organization)
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Classification Code Number, if applicable)
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if applicable) |
BCE PLACE, 181 BAY STREET
SUITE 300, P.O. BOX 762
TORONTO, ONTARIO M5J 2T3
(416) 363-9491
(Address and telephone number of Registrants principal executive offices)
TORYS LLP
237 PARK AVENUE
NEW YORK, NY 10017
ATTENTION: ANDREW J. BECK
(212) 880-6000
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
COPIES TO:
TORYS LLP
SUITE 3000
79 WELLINGTON STREET WEST
BOX 270, TD CENTRE
TORONTO, ONTARIO, CANADA M5K 1N2
ATTN: PHILIP BROWN
(416) 865-0040
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
PROVINCE OF ONTARIO, CANADA
(Principal jurisdiction regulating this offering)
It is proposed that this filing shall become effective (check appropriate box below):
A. o upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering
being made contemporaneously in the United States and Canada).
B. þ at some future date (check appropriate box below)
1. o pursuant to Rule 467(b) on ( ) at ( ) (designate a time not sooner than seven calendar days
after filing).
2. o pursuant to Rule 467(b) on ( ) at ( ) (designate a time seven calendar days or sooner after
filing) because the securities regulatory authority in the review jurisdiction has issued a receipt
or notification of clearance on ( ).
3. þ pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the
Registrant or the Canadian securities regulatory authority of the review jurisdiction that a
receipt or notification of clearance has been issued with respect hereto.
4. o after the filing of the next amendment to this Form (if preliminary material is being
filed).
If any of the securities being registered on this form are to be offered on a delayed or continuous
basis pursuant to the home jurisdictions shelf prospectus offering procedures, check the following
box. þ
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF |
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PROPOSED MAXIMUM |
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PROPOSED MAXIMUM |
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SECURITIES |
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AMOUNT TO BE |
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OFFERING PRICE |
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AGGREGATE |
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AMOUNT OF |
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TO BE REGISTERED |
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REGISTERED |
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PER UNIT(1) |
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OFFERING PRICE(1) |
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REGISTRATION FEE(2) |
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Debt Securities and Class
A Preference Shares |
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USD$1,150,000,000 |
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100 |
% |
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US$ |
1,150,000,000 |
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US$ |
35,305 |
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(1) Estimated solely for the purpose of calculating the amount of the registration fee
pursuant to Rule 457 of the Securities Act of 1933, as amended.
(2) The registrant previously paid $80,250 in registration fees in connection with the
$750,000,000 of securities registered under its Registration Statement on Form F-9 (File No.
333-137945) initially filed on October 11, 2006. Of this amount, $32,100 of the registration fees
related to $300,000,000 unissued securities under such Registration Statement, which unsold
securities are hereby deregistered. Accordingly, pursuant to Rule 457(p) of the General Rules and
Regulations under the Securities Act of 1933, as amended, such $32,100 is available to offset the
total registration fee due for this Registration Statement ($35,305).
The balance of
the fees due have been paid.
The Registrant hereby amends the Registration Statement on such date or dates as may be necessary
to delay its effective date until the registration statement shall become effective as provided in
Rule 467 under the Securities Act of 1933 or on such date as the Commission, acting pursuant to
Section 8(a) of the Act, may determine.
PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
Amendment No. 1 dated November 1, 2007 to the Short Form Base Shelf Prospectus dated November 6, 2006
This Amendment, together with the Base Short Form Shelf Prospectus dated November 6, 2006,
constitutes a public offering of these securities only in those jurisdictions where they may be
lawfully offered for sale and therein only by persons permitted to sell such securities. No
securities regulatory authority has expressed an opinion about these securities and it is an
offence to claim otherwise.
US$1,150,000,000
BROOKFIELD ASSET MANAGEMENT INC.
Debt Securities
Class A Preference Shares
The short form base shelf prospectus (the Prospectus) of Brookfield Asset Management Inc.
dated November 6, 2006 is amended by providing that the maximum aggregate offering amount of
securities that may be offered and issued from time to time under the Prospectus is increased from
US$750,000,000 to US$1,150,000,000 and, in particular, deleting the references to US$750,000,000
contained on the face page of the Prospectus and substituting therefor US$1,150,000,000. The
first paragraph of the text on the face page of the Prospectus, as so amended, reads as follows:
Brookfield Asset Management Inc. (the Company) may from time to time offer and
issue (i) unsecured debt securities (Debt Securities) and (ii) Class A Preference
Shares (Preference Shares) under this short form base shelf prospectus
(Prospectus). The Debt Securities and the Preference Shares (collectively, the
Securities) offered hereby may be offered separately or together, in one or more
series in an aggregate principal amount of up to US$1,150,000,000 (or the equivalent
in other currencies or currency units) or, if any Debt Securities are offered at an
original issue discount, such greater amount as shall result in an aggregate offering
price of US$1,150,000,000. Securities of any series may be offered in such amount and
with such terms as may be determined in light of market conditions. The specific terms
of the Securities in respect of which this Prospectus is being delivered will be set
forth in an accompanying prospectus supplement (Prospectus Supplement) and may
include, where applicable (i) in the case of Debt Securities, the specific
designation, aggregate principal amount, denomination (which may be in United States
dollars, in any other currency or in units based on or relating to foreign
currencies), maturity, interest rate (which may be fixed or variable) and time of
payment of interest, if any, any terms for redemption at the option of the Company or
the holders, any terms for sinking fund payments, any listing on a securities
exchange, the initial public offering price (or the manner of determination thereof if
offered on a non-fixed price basis) and any other specific terms and (ii) in the case
of the Preference Shares, the designation of the particular class, series, aggregate
principal amount, the number of shares offered, the issue price, the dividend rate,
the dividend payment dates, any terms for redemption at the option of the Company or
the holder, any exchange or conversion terms and any other specific terms. Each such
Prospectus Supplement will be incorporated by reference into this Prospectus for the
purposes of securities legislation as of the date of each such Prospectus Supplement
and only for the purposes of the distribution of the Securities to which such
Prospectus Supplement pertains.
STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION
Securities legislation in certain of the provinces of Canada provides purchasers with the
right to withdraw from an agreement to purchase securities. This right may be exercised within two
business days after receipt or deemed receipt of a prospectus and any amendment. In several of the
provinces, the securities legislation further provides a purchaser with remedies for rescission or,
in some jurisdictions, damages if the prospectus and any amendment contains a misrepresentation or
is not delivered to the purchaser, provided that the remedies for rescission or damages are
exercised by the purchaser within the time limit prescribed by the securities legislation of the
purchasers province. The purchaser should refer to any applicable provisions of the securities
legislation of the purchasers province for the particulars of these rights or consult with a legal
advisor.
PART II
INFORMATION NOT REQUIRED TO BE DELIVERED TO
OFFEREES OR PURCHASERS
INDEMNIFICATION OF DIRECTORS OR OFFICERS.
Under the Business Corporations Act (Ontario), the Company may indemnify a present or former
director or officer or a person who acts or acted at the Companys request as a director or officer
of another corporation of which the Company is or was a shareholder or creditor, and his or her
heirs and legal representatives, against all costs, charges and expenses, including an amount paid
to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any
civil, criminal or administrative action or proceeding to which he or she is made a party by reason
of being or having been a director or officer of the Company or such other corporation and provided
that the director or officer acted honestly and in good faith with a view to the best interests of
the Company, and, in the case of a criminal or administrative action or proceeding that is enforced
by a monetary penalty, such director or officer had reasonable grounds for believing that his or
her conduct was lawful. Such indemnification may be made in connection with an action by or on
behalf of the Company or such other corporation to procure a judgment in its favor only with court
approval. A director or officer is entitled to indemnification from the Company as a matter of
right if he or she was substantially successful on the merits in his or her defense of the action
or proceeding and fulfilled the conditions set forth above.
In accordance with the Business Corporations Act (Ontario), the board of directors of the Company
approved a resolution (the Resolution) dated August 1, 1997 providing for the following:
(i) the Company shall indemnify a director or officer of the Company, a former director or officer
of the Company or a person who acts or acted at the Companys request as a director or officer of a
body corporate of which the Company is or was a shareholder or creditor, and his or her heirs and
legal representatives, against all costs, charges and expenses, including an amount paid to settle
an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil,
criminal or administrative action or proceeding to which he or she is made a party by reason of
being or having been a director or officer of the Company or such body corporate (except in respect
of an action by or on behalf of the Company or such body corporate to procure a judgment in its
favor), if,
(a) he or she acted honestly and in good faith with a view to the best interests of the Company,
and
(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary
penalty, he or she had reasonable grounds for believing that his or her conduct was lawful;
(ii) the Company shall, with the prior approval of the court having jurisdiction, indemnify a
person referred to in (i) above in respect of an action by or on behalf of the Company or such body
corporate to procure a judgment in its favor, to which he or she is made a party by reason of being
or having been a director or an officer of the Company or such body corporate, against all costs,
charges and expenses reasonably incurred by him or her in connection with such action if he or she
fulfils the conditions set out in paragraphs (i)(a) and (b) above; and
(iii) notwithstanding anything in (i) and (ii) above, a person referred to in (i) above shall be
indemnified by the Company in respect of all costs, charges and expenses reasonably incurred by him
or her in connection with the defense of any civil, criminal or administrative action or proceeding
to which he or she is made a party by reason of being or having been a director or officer of the
Company or body corporate, if the person seeking indemnity,
(a) was substantially successful on the merits in his or her defense of the action or proceeding,
and
(b) fulfils the conditions set out in paragraphs (i)(a) and (b) above.
II-1
Nothing in the by-laws or resolutions of the Company limits the right of any person entitled to
claim indemnity apart from the indemnity provided pursuant to the Resolution.
A policy of directors and officers liability insurance is maintained by the Company which
insures, subject to certain exclusions, directors and officers for losses as a result of claims
against the directors and officers of the Company in their capacity as directors and officers and
also reimburses the Company for payments made pursuant to the indemnity provided by the Company
pursuant to the Resolution and the Business Corporations Act (Ontario).
Insofar as indemnification for liabilities under the United States Securities Act of 1933 may be
permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been advised that in the opinion of the U.S. Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act of 1933
and is therefore unenforceable.
EXHIBITS
The following exhibits have been filed as part of this Registration Statement:
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EXHIBIT |
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NUMBER |
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DESCRIPTION |
1
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Audited comparative consolidated financial statements of the
Company and the notes thereto for the financial years ended
December 31, 2006 and 2005, together with the report of the
auditors thereon, (incorporated by reference to the Companys
2006 Annual Report filed as Exhibit 1 to the Companys
Form 6-K filed on March 30, 2007). |
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2
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Consent of Deloitte & Touche LLP. |
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3
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Powers of Attorney (included on the signature pages of this
Registration Statement). |
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4
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Trust Indenture dated as of September 20, 1995 by the Company in
favor of Montreal Trust Company, as trustee (incorporated by
reference to the Companys Form F-9 filed January 21, 2004). |
II-2
PART III
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
ITEM 1. UNDERTAKING.
The Registrant undertakes to make available, in person or by telephone, representatives to respond
to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the
Commission staff, information relating to the securities registered pursuant to this Form F-9 or to
transactions in said securities.
ITEM 2. CONSENT TO SERVICE OF PROCESS.
Concurrently with the filing of this Registration Statement on Form F-9, the Registrant will file
with the Commission a written irrevocable consent and power of attorney on Form F-X.
Concurrently with the filing of this Registration Statement on Form F-9, Computershare Trust
Company of Canada, the Trustee under the Indenture (as successor to Montreal Trust Company), will
file with the Commission a written irrevocable consent and power of attorney on Form F-X.
III-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form F-9 and has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Toronto, Province of Ontario, Country
of Canada, on this 1st day
of November, 2007.
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BROOKFIELD ASSET MANAGEMENT INC.
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By: |
/s/
ALAN V. DEAN
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Name: |
Alan V. Dean |
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Title: |
Senior Vice-President, Corporate Affairs and
Secretary |
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POWERS OF ATTORNEY
Each person whose signature appears below constitutes and appoints each of J. Bruce Flatt, Brian D.
Lawson and Alan V. Dean his true and lawful attorney-in-fact and agent, each acting alone, with
full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in
any and all capacities, to sign any or all amendments (including amendments to be declared
effective in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended,
and post-effective amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the U.S. Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power
and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he/she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone, or his/her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933 this Registration Statement has been
signed by the following persons in the following capacities and on
November 1, 2007:
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SIGNATURE |
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/s/ J. BRUCE FLATT
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Managing Partner, Chief Executive
Officer and Director (Principal Executive Officer) |
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/s/ BRIAN D. LAWSON
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Managing Partner and Chief
Financial Officer (Principal Financial and Accounting Officer) |
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/s/ J. TREVOR EYTON
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Director |
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/s/ JACK L. COCKWELL
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Group Chairman and Director |
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/s/ DAVID W. KERR
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Director |
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/s/ ROBERT J. HARDING
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Chairman of the Board |
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/s/ PHILIP B. LIND
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Director |
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SIGNATURE |
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/s/ JAMES K. GRAY
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Director |
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/s/ FRANK J. MCKENNA
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Director |
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Director |
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Director |
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/s/ DR. JACK M. MINTZ
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Director |
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Director |
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/s/ ROY MacLAREN
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Director |
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/s/ LANCE M. LIEBMAN
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Director |
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/s/ WILLIAM A. DIMMA
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Director |
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/s/ MARCEL R. COUTU
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Director |
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the
undersigned has signed this Registration Statement, solely in the capacity of the duly authorized
representative of Brookfield Asset Management Inc. in the United
States, on this 1st day of
November, 2007.
TORYS LLP
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By: |
/s/ ANDREW J. BECK
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Name: |
Andrew J. Beck |
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Title: |
Partner |
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III-4
EXHIBIT INDEX
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EXHIBIT |
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NUMBER |
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DESCRIPTION |
1
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Audited comparative consolidated financial statements of the
Company and the notes thereto for the financial years ended
December 31, 2006 and 2005, together with the report of the
auditors thereon, (incorporated by reference to the Companys
2006 Annual Report filed as Exhibit 1 to the Companys
Form 6-K filed on March 30, 2007). |
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2
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Consent of Deloitte & Touche LLP. |
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3
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Powers of Attorney (included on the signature pages of this
Registration Statement). |
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4
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Trust Indenture dated as of September 20, 1995 by the Company in
favor of Montreal Trust Company, as trustee (incorporated by
reference to the Companys Form F-9 filed January 21, 2004). |