-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D9qQjbJp3qiu0GU1a/hEAXbDMuuaBa8mvIfRlyBMuD7yC5eJvorxPLUCec48j449 3jlg/s57clflhGIMqSR6CA== 0000903423-01-500058.txt : 20010511 0000903423-01-500058.hdr.sgml : 20010511 ACCESSION NUMBER: 0000903423-01-500058 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20010510 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POTASH CORPORATION OF SASKATCHEWAN INC CENTRAL INDEX KEY: 0000855931 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10351 FILM NUMBER: 1628607 BUSINESS ADDRESS: STREET 1: 122 1ST AVE S, STE 500 STREET 2: SASKATOON CITY: SASKATCHEWAN CANADA STATE: A9 BUSINESS PHONE: 3069338500 8-K 1 pot8k.txt U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 May 10, 2001 Potash Corporation of Saskatchewan Inc. (Exact name of registrant as specified in its charter) Saskatchewan 1-1035 N/A (State or other jurisdiciton (Commission (IRS employer of incorporation) file number) Identification no.) 122 - 1st Avenue South Saskatoon, Saskatchewan, Canada S7K 7G3 306-933-8500 (Address and telephone number of the registrant's principal executive offices) N/A (Former name or former address, if changed since last report) Potash Corporation of Saskatchewan Inc. Current Report on Form 8-K Item 5. Other Events. On May 10, 2001, the registrant commenced a proposed offering of $500,000,000 of notes pursuant to a shelf registration statement on Form S-3 (File No. 333-27685) and a related preliminary prospectus supplement. Filed herewith are certain exhibits with respect to such registration statement. Item 7. Exhibits. Exhibit Number Description of Document - -------------- ----------------------- 8 Opinion of Davies Ward Phillips & Vineberg LLP as to Canadian tax matters. 12 Computation of ratio of earnings to fixed charges. 23(a) Consent of Robertson Stromberg. 23(b) Consent of Davies Ward Phillips & Vineberg LLP. 23(c) Consent of Andersen LLP. 23(d) Consent of Cleary, Gottlieb, Steen & Hamilton. 23(e) Consent of Deloitte & Touche LLP. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Potash Corporation of Saskatchewan Inc. By: /s/ John L.M. Hampton --------------------------------------- John L.M. Hampton Senior Vice President, General Counsel and Secretary Potash Corporation of Saskatchewan Inc. Date: May 10, 2001 INDEX TO EXHIBITS Exhibit Number Description of Document - -------------- ----------------------- 8 Opinion of Davies Ward Phillips & Vineberg LLP as to Canadian tax matters. 12 Computation of ratio of earnings to fixed charges. 23(a) Consent of Robertson Stromberg. 23(b) Consent of Davies Ward Phillips & Vineberg LLP. 23(c) Consent of Andersen LLP. 23(d) Consent of Cleary, Gottlieb, Steen & Hamilton. 23(e) Consent of Deloitte & Touche LLP. EX-8 2 potex8.txt DAVIES WARD PHILLIPS & VINEBERG LLP 1501 McGill College Avenue 26th Floor Montreal Canada H3A 3N9 Telephone: 514.841.6400 Fax: 514-841-6499 May 10, 2001 Potash Corporation of Saskatchewan Inc. Suite 500 122 - 1st Avenue South Saskatoon, Saskatchewan S7K 7G3 Re: Potash Corporation of Saskatchewan Inc. Issuance of U.S. $500,000,000 principal amount Notes Sirs, 1. We have acted as Canadian tax counsel to Potash Corporation of Saskatchewan Inc. ("PCS"), in connection with the proposed public offering (the "Offering") by PCS of U.S $500,000,000 principal amount notes (hereinafter collectively called the "Notes"), under an Indenture dated as of June 16, 1997 (as hereinafter defined) and a preliminary Prospectus Supplement (as hereinafter defined) dated May 10, 2001. 2. You have requested our opinion in regard to the disclosure set forth in the Prospectus Supplement (as hereinafter defined) in the section entitled "Canadian Federal Income Tax Considerations" under the said caption (the said section being hereinafter called the "Canadian Tax Section"). 3. For the purpose of expressing our opinion set forth below, we have examined a facsimile copy of each of the following: (i) the indenture (the "Indenture") between PCS and The Bank of Nova Scotia Trust Company of New York, dated as of June 16, 1997, a form of which was filed as an exhibit to the Registration Statement on Form S-3 (the "Registration Statement") filed by PCS with the Securities and Exchange Commission (the "SEC") on May 23, 1997 (Registration No. 333-27685); (ii) the final preliminary Prospectus Supplement, dated May 10, 2001, to the Prospectus included in the Registration Statement, which Prospectus Supplement shall be filed with the SEC on May 10, 2001 (the "Prospectus Supplement"); and (iii) a copy of resolutions adopted by the Board of Directors of PCS on May 9, 2001, authorizing, inter alia, the Executive Committee of the Board of Directors of PCS (the "Executive Committee") to establish the terms of the Notes and to authorize the issuance of Notes, and a draft copy of resolutions of the Executive Committee dated May 8, 2001 at 4:06 pm establishing the terms of the Notes and authorizing the issuance of the Notes (collectively the "Resolutions"). and we have assumed that the descriptions of the Notes set forth in the Prospectus and the Prospectus Supplement are, as at the date hereof, true, correct and complete, and that the form, substance and content of the Notes will conform to the Indenture, the Prospectus Supplement, the Resolutions and the assumptions herein stated. In such examination, we have assumed the genuineness of all signatures and the conformity to original documents of all documents delivered to us as certified, facsimile or photostatic copies. We have further assumed that all documents referred to in this paragraph 3 as well as the final Prospectus Supplement will be executed in the form, substance and content described in this paragraph. 4. We have also assumed for the purpose of rendering our opinion set forth below that (i) there are no agreements or understandings, other than the Indenture and the Resolutions, whether in written form or otherwise, pertaining to the repayment by PCS of the Notes; (ii) PCS shall not be obligated to redeem, repay or purchase the Notes pursuant to any sinking fund or analogous provision or at the option of a holder thereof; (iii) PCS shall have no obligation to permit the conversion of Notes into common shares or preferred shares of PCS; (iv) the term of the Notes shall not be less than six years; (v) the holders of the Notes shall have no special rights in addition to those provided in the Indenture upon the occurrence of any particular event; (vi) there shall be no deletions from, modifications of or additions to the Events of Default or additional covenants of PCS with respect to the Notes set forth in the Indenture; and (vii) the Notes shall be issued, subject to receipt by PCS of the purchase price for the Notes. 5. The opinion expressed below is limited to the federal laws of Canada, as at the date of this opinion letter, and no opinions are expressed herein with respect to any laws of any other jurisdiction. 6. Based upon the foregoing and subject to the assumptions, limitations, qualifications and conditions set out in the Canadian Tax Section, the statements made in the Canadian Tax Section, insofar as they relate to matters of Canadian federal income tax law, constitute a fair summary of the matters so discussed and applicable to a holder of Notes. In preparing the statement contained in such summary, we have taken into account, but can express no opinion on, our understanding of the current published administrative practices and policies of the Canada Customs and Revenue Agency, and all specific proposals to amend the Income Tax Act (Canada) and the regulations thereunder publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof. 7. The opinion set forth above is given as of the date hereof and we undertake no responsibility, and expressly disclaim any obligation, to advise you of any changes in the law or the facts which might be brought to our attention subsequent to the date hereof. 8. This opinion is addressed to you and is solely for your benefit and is not to be relied upon by any other person or for any purpose other than in connection with the Offering. Yours very truly, /s/ Davies Ward Phillips & Vineberg LLP DAVIES WARD PHILLIPS & VINEBERG LLP EX-12 3 potex12.txt Exhibit 12 Potash Corporation of Saskatchewan Inc Ratio of Earnings to Fixed Charges (in millions of US dollars, except ratio amounts) (unaudited) Three Months Ended 31-Mar Year ended December 31 2001 2000 2000 1999 1998 1997 1996 Canadian GAAP Net income $62.4 $71.6 $198.0 ($412.0) $261.0 $297.1 $209.0 Income taxes 38.3 20.5 67.2 7.5 117.5 69.1 43.7 Interest on debt 15.8 14.5 61.6 51.5 63.8 81.4 46.8 Estimate of interest in operating leases 11.1 11.1 44.5 36.1 35.3 75.4 9.6 ----------------------------------------------------------------------------- $127.6 $117.7 $371.3 ($316.9) $477.6 $523.0 $309.1 ============================================================================= Total Fixed Charges $26.9 $25.6 $106.1 $87.6 $99.1 $156.8 $56.4 ============================================================================= Ratio of Earnings to Fixed Charges 4.74 4.60 3.50 -- 4.82 3.34 5.48 =============================================================================
EX-23.A 4 potex23a.txt (Letterhead of Robertson Stromberg) Re: Registration Statement of Potash Corporation of Saskatchewan Inc. on Form S-3 (No. 333-27685) ---------------------------------------------------------------- We hereby consent to the use of our name under the caption "Legal Matters" in the prospectus supplement relating to the Registrant's Registration Statement on Form S-3 (No. 333-27685). In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission. ROBERTSON STROMBERG Saskatoon, Saskatchewan, Canada May 10, 2001 EX-23.B 5 potex23b.txt (Letterhead of Davis Ward Phillips & Vineberg) Re: Registration Statement of Potash Corporation of Saskatchewan Inc. on Form S-3 (No. 333-27685) ------------------------------------------------------------------- We hereby consent to the use of our name under the captions "Canadian Federal Income Tax Considerations" and "Legal Matters" in the prospectus supplement relating to the Registrant's Registration Statement on Form S-3 (No. 333-27685). In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission. DAVIES WARD PHILLIPS & VINEBERG LLP By /s/ Nathan Boidman ------------------------------------ Nathan Boidman, a Partner Montreal, Quebec, Canada May 10, 2001 EX-23.C 6 potex23c.txt (Letterhead of Arthur Andersen LLP) Re: Registration Statement of Potash Corporation of Saskatchewan Inc. on Form S-3 (No. 333-27685) ------------------------------------------------------------------- We hereby consent to the use of our name under the captions "United States Federal Income Tax Considerations" and "Legal Matters" in the prospectus supplement relating to the Registrant's Registration Statement on Form S-3 (No. 333-27685). In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission. ANDERSEN LLP By /s/ Gary J. Gartner ------------------------------------ Gary J. Gartner New York, New York May 10, 2001 EX-23.E 7 potex23e.txt [Letterhead of Deloitte & Touche] CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS POTASH CORPORATION OF SASKATCHEWAN We hereby consent to the inclusion of our report dated February 8, 2001 with respect to the consolidated financial statements of Potash Corporation of Saskatchewan Inc., which is included in the Registrant's Annual Report on Form 10-K for the year ended December 31, 2000, into the Registrant's Registration Statement on Form S-3 (333-27685) and related prospectus and prospectus supplement for the registration of US$500,000,000 of its Debt Securities. We also hereby consent to the reference to our firm under the captions "Financial Information" and "Experts" in such prospectus and under the caption "Selected Consolidated Financial Data" in such prospectus supplement. DELOITTE & TOUCHE LLP /s/ DELOITTE & TOUCHE LLP Chartered Accountants Saskatoon, Saskatchewan, Canada May 10, 2001 EX-23.D 8 potex23d.txt CONSENT OF CLEARY, GOTTLIEB, STEEN & HAMILTON Re: Registration Statement of Potash Corporation of Saskatchewan Inc. on Form S-3 (No. 333-27685) ----------------------------------------------------------------- We hereby consent to the use of our name under the caption "Legal Matters" in the preliminary prospectus supplement dated May 10, 2001 relating to the Registrant's Registration Statement on Form S-3 (No. 333-27685). In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission. CLEARY, GOTTLIEB, STEEN & HAMILTON By /s/ Craig B. Brod ------------------------------------- Craig B. Brod, a Partner New York, New York May 10, 2001 -----END PRIVACY-ENHANCED MESSAGE-----