Canada
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98-0355078
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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SUITE 500
401-9TH AVENUE
CALGARY, ALBERTA, CANADA T2P 4Z4
(403) 319-7000
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(Address of Principal Executive Office)
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer x
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Accelerated filer o
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(Do not check if a smaller reporting company)
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Title of securities to be registered
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Amount to be
registered (1) (2)
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Proposed maximum offering
price per share(3)
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Proposed maximum
aggregate offering price
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Amount of
registration fee
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Common Shares, without par value
(including Common Share Purchase
Rights)
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159,100
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$136.45
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$21,709,195
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$2,961.13
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(1)
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This Registration Statement shall, in accordance with Rule 416 under the Securities Act of 1933 as amended, (the “Securities Act”), be deemed to cover such common shares of Canadian Pacific Railway Limited, (the “Common Shares”) that may become issuable pursuant to anti-dilution provisions of the Stand-Alone Option Agreement dated February 4, 2013 between Canadian Pacific Railway Limited and Keith Creel (the “Option Agreement”), or to otherwise prevent dilution resulting from stock splits, stock dividends or similar events.
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(2)
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Represents the maximum number of Common Shares which may be issued under the Option Agreement.
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(3)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act of 1933, as amended, based on the average of the high and low prices of the Common Shares as reported on the New York Stock Exchange on May 17, 2013, a date within five business days of the filing of this Registration Statement.
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1.
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The Registrant’s Annual Report on Form 40-F for the fiscal year ended December 31, 2012.
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2.
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All reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Exchange Act since December 31, 2012; and
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3.
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The Registrant’s description of its Common Shares and Common Share Purchase Rights, as set forth in the Registrant’s Registration Statement on Form 8-A filed with the Commission on August 16, 2001 and amended pursuant to the Registrant’s Registration Statements on Form 8-A/A filed with the Commission on May 12, 2005, May 12, 2008 and May 13, 2011.
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EXHIBIT
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DESCRIPTION
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4.1
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Shareholder Rights Plan Agreement, dated May 12, 2011, between Registrant and Computershare Trust Company of Canada, as Rights Agent, incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-A/A filed May 13, 2011.
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4.2
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Stand-Alone Option Agreement, dated February 4, 2013, between the Registrant and Keith Creel.
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5.1
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Opinion of Norton Rose Canada LLP, Canadian counsel to the Registrant, regarding the legality of the Common Shares.
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23.1
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Consent of PricewaterhouseCoopers LLP.
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23.2
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Consent of Deloitte LLP.
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23.3
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Consent of Norton Rose Canada LLP (included in Exhibit 5.1).
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24.1
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Powers of Attorney (included on the signature pages to this Registration Statement).
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1.
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To file, during any period in which offers or sales are being made pursuant to this Registration Statement, a post-effective amendment to this Registration Statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which is registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in “Calculation of Registration Fee” table in the effective registration statement;
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
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2.
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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3.
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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b.
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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c.
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under “Item 6-Indemnification of Directors and Officers,” or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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CANADIAN PACIFIC RAILWAY LIMITED
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By:
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/s/ E. Hunter Harrison | ||
Name: E. Hunter Harrison | |||
Title: Chief Executive Officer | |||
Signature
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Title
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/s/ E. Hunter Harrison |
Chief Executive Officer (Principal Executive Officer)
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E. Hunter Harrison
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/s/ Brian W. Grassby |
Senior Vice-President and Chief Financial Officer
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Brian W. Grassby
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(Principal Financial and Accounting Officer) | |||
/s/ Paul G. Haggis
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Chairman of the Board of Directors
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Paul G. Haggis
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/s/ William A. Ackman
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Director
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William A. Ackman
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/s/ Gary F. Colter
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Director
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Gary F. Colter
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Director
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Isabelle Courville
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/s/ Paul C. Hilal
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Director
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Paul C. Hilal
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/s/ Krystyna T. Hoeg
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Director
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Krystyna T. Hoeg
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/s/ Richard C. Kelly
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Director
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Richard C. Kelly
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/s/ Rebecca MacDonald
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Director
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Rebecca MacDonald
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/s/ Anthony R. Melman
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Director
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Anthony R. Melman
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/s/ Linda J. Morgan
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Director
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Linda J. Morgan
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Director
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Andrew F. Reardon
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/s/ Stephen C. Tobias
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Director
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Stephen C. Tobias
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SOO LINE RAILROAD COMPANY
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By:
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/s/ William M. Tuttle | ||
Name: William M. Tuttle | |||
Title: Vice President Corporate | |||
EXHIBIT
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DESCRIPTION
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4.1
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Shareholder Rights Plan Agreement, dated May 12, 2011, between Registrant and Computershare Trust Company of Canada, as Rights Agent, incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-A/A filed May 13, 2011.
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23.3
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Consent of Norton Rose Canada LLP (included in Exhibit 5.1).
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24.1
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Powers of Attorney (included on the signature pages to this Registration Statement).
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