01—Abstract
Summary
Summary of the 6-K filed March 24, 2009. Cited figures are marked; the original filing is the authoritative source.
This Form 6-K filing from Canadian Pacific Railway Limited and Canadian Pacific Railway Company on March 24, 2009, primarily serves to report foreign issuer information to the SEC.
A key aspect for investors is that the registrants will be filing their annual reports under Form 40-F, which is a requirement for certain Canadian companies that are also listed on a U.S. exchange. This form is generally less detailed than a Form 20-F but is crucial for compliance and for providing investors with annual financial updates. Furthermore, the filing indicates that certain information, specifically a Management Proxy Circular (Exhibit 99.2), is being incorporated by reference into specific registration statements.
This suggests that updates or information related to corporate governance, shareholder matters, or executive compensation might be contained within that exhibit, which investors interested in these areas should review. The filing also confirms that the companies are not furnishing information under Rule 12g3-2(b), signifying their primary reporting method to the SEC is through their annual filings and other required submissions.
02—Key points
Key Highlights
- Canadian Pacific Railway Limited and Canadian Pacific Railway Company are filing a Form 6-K, a report of foreign issuer.
- The companies will file their annual reports on Form 40-F, not Form 20-F.
- This filing incorporates by reference a Management Proxy Circular (Exhibit 99.2) into registration statements.
- The Management Proxy Circular is relevant to corporate governance and shareholder matters.
- The filing confirms the companies are not furnishing information under Rule 12g3-2(b) of the Securities Exchange Act of 1934.
- The filing incorporates by reference into multiple Form S-8 registration statements, indicating potential updates relevant to employee stock plans.
03—Questions
Frequently Asked Questions
What is the significance of filing on Form 40-F instead of Form 20-F?
Filing on Form 40-F is a simplified reporting option for certain Canadian companies that are listed on a U.S. stock exchange. It allows them to file their annual reports using financial statements prepared in accordance with Canadian generally accepted accounting principles (GAAP) and Canadian securities regulations, rather than U.S. GAAP. For investors, this means potential differences in accounting treatments and disclosures compared to companies filing on Form 20-F, which would typically follow U.S. GAAP.
What is a Management Proxy Circular and why is it being incorporated by reference?
A Management Proxy Circular typically contains important information regarding matters to be voted on at a company's annual general meeting of shareholders. This can include details on executive compensation, director elections, auditor appointments, and other corporate governance issues. By incorporating it by reference into registration statements, Canadian Pacific is making this information formally part of its SEC filings, ensuring it's accessible to investors and relevant for ongoing securities offerings or plans.
What does it mean that the companies are not furnishing information under Rule 12g3-2(b)?
Rule 12g3-2(b) allows certain foreign private issuers to submit their home country filings to the SEC, thereby exempting them from certain U.S. registration and reporting requirements if they meet specific conditions. By indicating 'No' to this rule, Canadian Pacific is signifying that it is not relying on this exemption and is fulfilling its reporting obligations through the standard forms like 6-K and its annual filings (Form 40-F in this case).
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