Filed pursuant to Rule 424(b)(3)
to Registration Statement on
Form F-3, File No. 333-6132
PROSPECTUS [LOGO]
TRANSCANADA CORPORATION
DIVIDEND REINVESTMENT
AND
SHARE PURCHASE PLAN
By this Prospectus, TransCanada offers to shareholders who are residents of the
United States of America TransCanada's common shared under its Dividend
Reinvestment and Share Purchase Plan (the "Plan").
- Common shareholders of TransCanada Corporation (the "Corporation" or
"TransCanada") may elect to reinvest their cash dividends in additional
common shares of TransCanada.
- Preferred shareholders of TransCanada PipeLines Limited ("TCPL") may
elect, until such time as their participation is no longer permitted under
securities law, to reinvest their cash dividends in common shares of
TransCanada.
- Common shares purchased with reinvested cash dividends are acquired at
100% of the weighted average purchase price or, at TransCanada's option,
at 100% of the Average Market Price (see "Price of Additional Common
Shares") or, at TransCanada's option, and as determined by the Board of
Directors, may be subject to a discount of up to 5% of the Average Market
Price if issued from the treasury of the Corporation (See "Price of
Additional Common Shares" on page C-4).
- Participants in the Plan may make optional cash payments of up to
Cdn. $10,000 or U.S. $7,000 per quarter to purchase additional common
shares at 100% of the weighted average purchase price or, at TransCanada's
option, at 100% of the Average Market Price.
TransCanada's common shares are listed on the New York Stock Exchange
(Symbol: TRP).
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is June 19, 2003.
TABLE OF CONTENTS
This Prospectus includes the Canadian brochure with respect to the Plan starting
at page C-1 and the Additional Information for shareholders who are residents of
the United States of America starting at page S-1.
DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN............. C-1
Features of the Dividend Reinvestment and Share Purchase
Plan.................................................... C-1
Purpose................................................... C-2
Participation............................................. C-2
Method of Purchase........................................ C-3
Price of Additional Common Shares......................... C-4
Costs..................................................... C-5
Statements of Account..................................... C-5
Share Certificates........................................ C-5
Termination of Participation.............................. C-6
Disposition of Shares Held in Certificate Form............ C-7
Rights Offerings.......................................... C-7
Stock Dividends and Stock Splits.......................... C-7
Share Voting.............................................. C-7
Responsibilities of the Corporation and the Trustee....... C-7
Amendment, Suspension or Termination of the Plan.......... C-8
Notices................................................... C-8
Tax Considerations........................................ C-9
Residents of Canada..................................... C-9
Non-Residents of Canada................................. C-10
Use of Proceeds........................................... C-10
ADDITIONAL INFORMATION FOR RESIDENTS OF THE UNITED STATES
OF AMERICA................................................ S-1
Tax Considerations for United States Citizens or
Residents............................................... S-1
Canadian Non-Resident Tax............................... S-1
United States Federal Taxes............................. S-2
Available Information..................................... S-3
Incorporation of Certain Documents by Reference........... S-3
Enforceability of Certain Liabilities..................... S-5
Experts................................................... S-5
Legal Matters............................................. S-6
DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN
FEATURES OF THE DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN INCLUDE THE
FOLLOWING:
- Common shareholders of TransCanada Corporation (the "Corporation" or
"TransCanada") may elect to reinvest their cash dividends in additional
common shares of TransCanada;
- Preferred shareholders of TransCanada PipeLines Limited ("TCPL") may
elect, until such time as their participation is no longer permitted under
securities law, to reinvest their cash dividends in common shares of
TransCanada;
- Common shares purchased with reinvested cash dividends are acquired at
100% of the weighted average purchase price or, at TransCanada's option,
at 100% of the Average Market Price (see "Price of Additional Common
Shares") or, at TransCanada's option, and as determined by the Board of
Directors, may be subject to a discount of up to 5% of the Average Market
Price if issued from the treasury of the Corporation;
- Participants in the Plan may make optional cash payments of up to
Cdn. $10,000 or U.S. $7,000 per quarter to purchase additional common
shares at 100% of the weighted average purchase price or, at TransCanada's
option, at 100% of the Average Market Price;
- Optional cash payments may be made at any time, but only those payments
received at least three (3) business days prior to the dividend payment
date will be applied to the purchase of additional common shares for such
dividend payment date. As neither the Trustee nor the Corporation pay
interest on these funds, participants are advised to post-date their
cheque to the next common share dividend payment date;
- Participants are not required to pay brokerage commissions or any other
costs associated with the Plan; and
- Full investment of all funds is possible since fractional shares are also
credited to the participant's account.
Statements of Account are mailed to participants each quarter detailing the
investments made on their behalf.
C-1
PURPOSE
The Plan allows eligible holders of common shares of the Corporation and holders
of preferred shares of TCPL, provided such preferred shareholders are eligible
under securities law to participate in the Plan, to purchase common shares of
the Corporation by reinvesting their cash dividends and/or by making optional
cash payments.
PARTICIPATION
Except as described below, a registered holder of common shares of the
Corporation or registered holder of preferred shares of TCPL, provided such
preferred shareholders are permitted under securities law to participate in the
Plan, is eligible to join the Plan at any time by completing an Authorization
Form and sending it to Computershare Trust Company of Canada (the "Trustee").
Beneficial owners of such common and/or preferred shares whose shares are not
registered in their own names may, in accordance with the provisions set forth
above, participate in the Plan after having their shares transferred into their
own names. An owner whose shares are held in a specific segregated registered
account, such as a numbered account with a bank, trust company or broker, may
direct that company to enroll such account in the Plan with respect to those
shares. Once a shareholder has enrolled in the Plan, participation continues
automatically unless terminated in accordance with the terms of the Plan.
Under the terms of the Plan, shareholders may:
(a) direct the Trustee to reinvest cash dividends on all of their common
shares of the Corporation and/or preferred shares of TCPL, provided such
preferred shareholders are eligible under securities law to participate
in the Plan, registered in a particular name or manner in additional
common shares of the Corporation; and/or
(b) direct the Trustee to invest optional cash payments in additional common
shares of the Corporation.
A registered holder shall become a participant in the Plan with regard to the
reinvestment of dividends as of the first dividend record date following receipt
by the Trustee of a properly completed Authorization Form. If the Trustee
receives an Authorization Form after the record date for a particular dividend,
that dividend will be paid to the shareholder in the usual manner and
participation in the Plan with regard to dividends will commence with the next
dividend record date. Dividend record dates for the Corporation's common shares
and TCPL's preferred shares are generally the last business day of each of
March, June, September and December.
C-2
A registered holder shall become a participant in the Plan with regard to
optional cash payments as of the first common share dividend payment date
following receipt by the Trustee of a payment and a properly completed
Authorization Form. Optional cash payments under the Plan are to be made to the
Corporation and may not be less than Cdn. $50 or U.S. $35 per remittance and may
not exceed an aggregate of Cdn. $10,000 or U.S. $7,000 in any quarter.
Future payments may be made by any participant in the Plan by forwarding a
cheque, money order, or bank draft to the Trustee, in Canadian or United States
dollars, payable to TransCanada Corporation, together with an Optional Cash
Payment Form. This form is attached to each quarterly Statement of Account.
Optional cash payments may be made at any time, but only those payments received
at least three (3) business days prior to a common share dividend payment date
will be applied to the purchase of additional common shares. Payments received
after such date will be held by the Trustee for investment on the next common
share dividend payment date.
Because neither the Trustee nor the Corporation pays interest on these funds,
participants are advised to provide a cheque post-dated to the next common share
dividend payment date. The dividend payment dates are generally the last
business day of each of January, April, July and October.
There is no obligation to make an optional cash payment, and the amount (subject
to the limits stipulated above) may vary from time to time.
Participants should note that common shares of the Corporation acquired outside
of the Plan are not automatically enrolled in the Plan. Participants purchasing
additional common shares outside of the Plan are advised to contact the Trustee
if these shares are to be enrolled in the Plan.
It has come to the Corporation's attention that certain investment dealers may
acquire substantial amounts of the Corporation's common shares prior to the
dividend record date solely for the purpose of exploiting the arbitrage
opportunities which may result from the operation of the Plan. The Corporation
reserves the right to deny access to the Plan to any such investment dealer or
other shareholder.
METHOD OF PURCHASE
Cash dividends payable on the common and/or preferred shares, which are eligible
to be registered in the Plan, less any applicable withholding tax, will be
applied automatically on each dividend payment date to the purchase of common
shares of the Corporation. Common shares will also be acquired
C-3
with the cash dividends from common shares accumulated in the participant's
account.
Optional cash payments to the Plan will be applied to the purchase of common
shares of the Corporation on the common share dividend payment date following
receipt of such payment.
A participant's account will be credited with the number of common shares of the
Corporation, including fractional shares computed to four decimal places, which
is equal to the amounts to be invested for such participant divided by the
applicable purchase price.
Full investment of funds under the Plan is possible because fractions of common
shares as well as whole common shares are credited to participants' accounts.
The rounding of any fractional interest is determined by the Trustee using such
methods as it deems appropriate in the circumstances.
Common shares issued pursuant to the Plan will initially be registered in the
name of Computershare Trust Company of Canada, as Trustee for the participants,
and will be held by the Plan Trustee in an account in the participant's name. If
Computershare Trust Company of Canada ceases to act as the Trustee under the
Plan, another trustee will be designated by the Corporation.
PRICE OF ADDITIONAL COMMON SHARES
The price of additional common shares of the Corporation purchased with
reinvested dividends will be 100% of the weighted average purchase price on the
Toronto Stock Exchange excluding brokerage commissions of all the common shares
purchased on behalf of participants on the investment date. At its option, the
Corporation may instead issue the additional common shares of the Corporation
from treasury at 100% of the Average Market Price or, if determined by the Board
of Directors, at a discount of up to 5% of the Average Market Price. If the
discount is applicable, TransCanada will announce by way of news release and/or
in dividend announcements whether common shares of the Corporation purchased
under the Plan will be issued from treasury and the amount of discount
percentage applicable.
The price of additional common shares of the Corporation purchased with optional
cash payments will be 100% of the weighted average purchase price on the Toronto
Stock Exchange excluding brokerage commissions of all the common shares
purchased on behalf of participants on the investment date. At its option, the
Corporation may instead issue the additional
C-4
common shares of the Corporation from treasury at 100% of the Average
Market Price.
For these purposes, the Average Market Price will be the weighted average price
of all common shares of the Corporation traded on the Toronto Stock Exchange on
the twenty (20) trading days preceding the applicable dividend payment date.
COSTS
There are no brokerage commissions payable for common shares purchased from the
Corporation under the Plan. In addition, the Corporation pays all administrative
costs of the Plan.
STATEMENTS OF ACCOUNT
The Trustee will maintain an account for each participant in the Plan. A
Statement of Account will be mailed by the Trustee to each participant
approximately three (3) weeks after each quarterly investment. This statement
will set out the amount of cash dividends paid on the participant's common
shares and if applicable, preferred shares, for the quarter, the total amount of
any optional cash payments received from the participant during the quarter, the
number of additional common shares purchased through the Plan for the quarter,
the date(s) of these purchases, the applicable purchase price(s) per share and
the updated total number of common shares being held for the participant in the
Plan. These statements are a participant's continuing record of the cost of
purchases and should be kept for tax purposes. In addition, each participant
will receive the appropriate information annually for reporting dividends for
tax purposes.
SHARE CERTIFICATES
Generally, certificates for common shares purchased through the Plan will be
held for participants and reported on the quarterly Statement of Account. This
service protects against loss, theft or destruction of share certificates.
Participants who require a share certificate but who do not wish to terminate
participation in the Plan may obtain a certificate for any number of whole
common shares held in their account by written request to the Trustee. A
certificate will not be issued for a fraction of a share.
Plan accounts are maintained in the names in which certificates were registered
with the Corporation at the time the participant enrolled in the Plan.
Consequently, certificates for whole common shares withdrawn from the Plan will
be registered in exactly the same manner when issued.
C-5
Shares being held for a participant in the Plan may not be pledged, sold or
otherwise disposed of by a participant. A participant who wishes to pledge, sell
or otherwise dispose of such shares must request that a certificate for the
required number of shares be issued before such action may be taken.
Certificates will generally be issued to participants within three (3) weeks of
receipt by the Trustee of a participant's written request. Both the new
certificated shares and the shares remaining in a participant's account will
continue to receive dividend reinvestment.
TERMINATION OF PARTICIPATION
Participation in the Plan may be terminated by written notice to the Trustee
signed by the registered holder or his/her agent. If such notice is not signed
by the registered holder, sufficient evidence of another's authority to act on
behalf of the registered holder must be supplied. If notice of termination is
not received by the Trustee at least three (3) business days before a common
share dividend record date, settlement of the participant's account will not
commence until after the next investment has been completed.
Generally, a termination will be processed within three (3) weeks of receipt by
the Trustee of a written request for termination or within three (3) weeks after
a payment date. The Trustee does not sell shares or provide cash for any whole
common shares held for participants.
When a participant terminates participation in the Plan or when the Plan is
terminated by the Corporation, the participant will receive a certificate for
the whole common shares held in the participant's account, a cash payment for
any fraction of a common share and the return of any uninvested optional cash
payments. The cash payment for any fraction of a common share will be based on
the Average Market Price for the immediately preceding investment date.
Participation in the Plan will be terminated upon receipt by the Trustee of
evidence of the death of a participant. In such case, a certificate for the
whole common shares in the participant's account will be issued in the name of
the deceased participant along with a cash payment for any fraction of a common
share in the account and the return of any uninvested optional cash payments.
Requests for issuance of a certificate and/or a cash payment for a fractional
share in the name of an estate must be accompanied by appropriate documentation.
After termination of participation in the Plan, all cash dividends will be paid
to the shareholder in cash.
C-6
DISPOSITION OF SHARES HELD IN CERTIFICATE FORM
Shareholders may have shares in the Plan which are held in certificate form (see
"Share Certificates"). If a participant sells or transfers any of their shares
held in certificate form that are enrolled in the Plan, the Participant's
enrollment in the Plan will, solely in respect of any such sold or transferred
shares, be terminated effective on the date of sale or transfer. Certificated
shares still held by such participant and non certificated shares registered in
the Plan will not be affected by any such transfer or sale and will continue to
have its dividends reinvested in the Plan.
RIGHTS OFFERINGS
If the Corporation makes available to its registered holders of common shares
any rights to subscribe for additional shares or other securities, rights
certificates will be forwarded to participants in the Plan in proportion to the
number of whole common shares being held for them. Such rights will not be made
available for any fraction of a share held for a participant.
STOCK DIVIDENDS AND STOCK SPLITS
With respect to any common shares held for a participant in the Plan which are
not in certificate form, any stock dividends (other than stock dividends paid as
a result of participation in a stock dividend plan) and any common shares
resulting from a stock split will be credited to the participant's account based
upon the number of whole and fractional shares being so held for the participant
in the Plan. In connection with common shares held in certificate form by a Plan
participant, certificates for common shares resulting from such a stock dividend
or stock split on common shares will be mailed directly to the participant in
the same manner as to shareholders who are not participating in the Plan.
SHARE VOTING
Whole common shares held for a participant's account under the Plan are voted in
the same manner as common shares held in certificate form, either by proxy or by
the participant in person. Shares for which instructions are not received will
not be voted.
RESPONSIBILITIES OF THE CORPORATION AND THE TRUSTEE
Neither the Corporation nor the Trustee shall be liable for any act undertaken
or omitted in good faith, or have any duties, responsibilities or liabilities
except as are expressly set forth in the Plan or are required by law.
C-7
In particular, the Corporation and the Trustee must comply with all applicable
laws now or hereafter in force, which may impose a duty to permit any properly
authorized party to have access to and examine and make copies of any records
relating to the Plan.
Participants should recognize that neither the Corporation nor the Trustee can
assure a profit or protect against a loss on common shares purchased under the
Plan.
AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN
The Corporation reserves the right to amend, suspend or terminate the Plan at
any time, but such action shall have no retroactive effect which would prejudice
the interests of participants. Participants will be sent written notice of any
such amendment, suspension or termination. If the Plan is terminated by the
Corporation, participants will receive a certificate for whole common shares
being held for them, a cash payment for any fraction of a common share and the
return of any uninvested optional cash payments.
NOTICES
All notices required to be given to a participant in the Plan will be mailed to
the participant at the most recent address shown on the records of the Trustee.
All communications to the Trustee and requests for forms or information
regarding the Plan should be directed to:
Computershare Trust Company of Canada
Stock Transfer Services/DRS Department
100 University Avenue
9th Floor
Toronto, Ontario, CANADA
M5J 2Y1
Toll-free: 1-(800)-564-6253
Fax: 1-(888)-453-0330
1-(416)-263-9394
Email: caregistry@computershare.com
C-8
TAX CONSIDERATIONS
The following is a general description of the Canadian income tax issues
affecting participants in the Plan based on the laws and administrative policies
in effect on June 17, 2003.
Shareholders should consult tax advisors in their country of residence about the
tax consequences which will result from their participation in the Plan.
RESIDENTS OF CANADA
Under the Income Tax Act (Canada) and the Taxation Act (Quebec), the cost of the
common shares acquired pursuant to this Plan will equal the amount paid namely,
100% of the Average Market Price for common shares purchased.
These Acts also require that the cost of all common shares acquired after 1971
be averaged.
The fact that dividends are reinvested pursuant to the Plan does not affect the
tax payable on such dividends by participants. All dividends reinvested by an
individual will be included in a participant's income and will be subject to the
gross-up and dividend tax credit rules. Private corporations and certain other
corporations may be subject to refundable tax on dividends so invested.
A participant will not realize any taxable income when receiving a certificate
for whole common shares from the Plan whether upon request for such shares from
the participant's account, upon termination of participation by the participant
or upon termination of the Plan by the Corporation. However, a participant who
holds shares as capital property may realize a capital gain or loss on the sale
or exchange of whole common shares acquired through the Plan.
When a participant terminates participation in the Plan or when the Plan is
terminated by the Corporation, the participant will receive a cash payment for
fractional holdings. A deemed dividend may arise if the cash payment for a
fractional share exceeds the paid-up capital in respect of such fraction and a
capital gain or capital loss may also be realized in certain circumstances. The
deduction of a capital loss is restricted.
The full amount of capital gains and the amount of dividends received (exclusive
of the gross-up) are included in taxable income for purposes of calculating the
alternative minimum tax.
C-9
NON-RESIDENTS OF CANADA
Shareholders outside of Canada may participate in the Plan if permitted by law
in the jurisdiction where they reside. Dividends designated by a non-resident
participant for reinvestment under the Plan will be reduced by the amount of
Canadian withholding tax applicable and any other applicable withholding tax as
required by law at the time the payment is made.
USE OF PROCEEDS
In the case where additional common shares of the Corporation are issued from
treasury, the proceeds received by the Corporation from the issue of these
common shares under the Plan will be used for general corporate purposes.
C-10
ADDITIONAL INFORMATION FOR RESIDENTS OF
THE UNITED STATES OF AMERICA
TAX CONSIDERATIONS FOR UNITED STATES CITIZENS OR RESIDENTS
The following discussion of certain Canadian and United States Federal income
tax consequences of participation in the Plan by a citizen or a resident of the
United States, its territories or possessions (a "U.S. Participant") is based on
the applicable Canadian and United States law and regulations in effect on
June 17, 2003. It is for general guidance only and does not purport to be
complete. In addition, a U.S. Participant may incur United States state and
local income tax consequences in addition to, and possibly differing
substantially from, the Federal income tax consequences. Accordingly, a
U.S. Participant should consult his own tax advisor with respect to the income
tax consequences of participating in the Plan.
CANADIAN NON-RESIDENT TAX
Dividends paid to U.S. Participants with respect to their TransCanada's common
share holdings and if eligible, TCPL preferred holdings, and designated for
reinvestment under the Plan, will generally be reduced by Canadian withholding
tax of 15% before reinvestment.
Commencing January 1, 2001, however, such dividend payment may, under the
U.S. Internal Revenue Service (IRS) regulations, require us, as a foreign payer,
to withhold and pay to the IRS 31% of any dividend or interest payments made as
"Backup Withholding" tax. This withholding tax is in addition to the
non-resident tax rate of 15% required under Canadian law and is reported on a
separate form.
However, the IRS has stated that if you provide us with your correct Taxpayer
Identification Number, make the proper certifications, (which may be done on
Form W-9, "Request for Taxpayer Identification Number and Certification"), and
report all your taxable interest and dividends on your tax return, the payment
you receive from us will not be subject to the Backup Withholding tax.
Please note that if you do not complete and return Form W-9 to the Trustee, you
may be subject to a financial or other penalty under Section 6723 of the
Internal Revenue Code.
S-1
UNITED STATES FEDERAL TAXES
The fact that dividends are reinvested does not relieve U.S. Participants of any
liability for taxes which may be payable on such dividends.
The amount to be included in a U.S. Participant's United States Federal taxable
income due to dividends reinvested in the Plan is the United States dollar
equivalent of the sum of:
- the fair market value on the payment date of the common shares purchased
with reinvested dividends;
- the amount withheld for Canadian withholding tax; and
- the amount withheld for U.S. withholding tax, as applicable.
For this purpose, the fair market value of common shares on the payment date
will generally be the average of the high and low sale price for that date, as
reported by the exchange on which the common shares are principally traded. A
U.S. Participant may be entitled, subject to certain limitations, to a credit
against United States Federal income tax for Canadian taxes withheld from such
dividends. A U.S. Participant may be able to claim a deduction against
United States Federal taxable income for such Canadian taxes if he or she does
not elect a credit.
The tax basis for a U.S. Participant for each share or fraction of a share
acquired through the dividend reinvestment option of the Plan is the fair market
value of such share or fraction thereof on the date it is purchased.
Shares purchased with optional cash payments through the share purchase option
of the Plan have a tax basis set at the actual purchase price per share.
The holding period for shares purchased with common or preferred share dividends
or optional cash payments begins on the day following the purchase date.
U.S. Participants will not recognize any taxable income when receiving a
certificate for whole shares from their account. Gain or loss will be recognized
when shares received through the Plan are sold or exchanged by participants and
when participants receive a cash payment from TransCanada for a fraction of a
share upon termination of their account or upon termination of the Plan by
TransCanada. The amount of this gain or loss will be the difference between the
amount a participant receives for the shares and the tax basis for such shares.
The gain or loss will be capital gain or loss assuming that the shares are held
as capital assets and will be long-term if the holding period of such shares
exceeds one (1) year. In the case of individuals, estates and trusts, capital
gain recognized from the sale
S-2
of shares held for more than one year generally will be taxed at a maximum rate
of 20%.
AVAILABLE INFORMATION
TransCanada is subject to the informational requirements of the United States
Securities Exchange Act of 1934 (the "Exchange Act"). Accordingly, TransCanada
files reports and other information with the Securities and Exchange Commission
(the "Commission"). Under a multijurisdictional disclosure system adopted by the
United States, such reports and other information may be prepared in accordance
with the disclosure requirements of Canada, which requirements are different
from those of the United States.
Participants may read and copy such reports and other information concerning
TransCanada at the public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street N.W., Washington, D.C. 20549. Participants may also
obtain copies of such material by sending a written request to the Securities
and Exchange Commission, Public Reference Section, 450 Fifth Street,
Washington, D.C. 20549 and by paying the prescribed rates. Participants may
obtain information on the operation of the public reference facilities by
calling the Commission at 1-800-SEC-0330. The Commission also maintains an
Internet web site that contains reports, proxy statements and other information
about issuers, like TransCanada, that file electronically with the Commission.
The address of that site is http://www.sec.gov. Participants may also read and
copy such material at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York on which exchange TransCanada's common shares are
listed. TransCanada's common shares are also listed on the Toronto Stock
Exchange.
TransCanada has filed a Registration Statement relating to the common shares
offered by this Prospectus with the Commission. This Prospectus omits certain of
the information contained in the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows TransCanada to incorporate by reference information into
this Prospectus. This means that TransCanada can disclose important information
to you by referring you to another document filed separately with the
Commission. The information that TransCanada incorporates by reference in this
Prospectus is considered to be part of this Prospectus. Because TransCanada is
incorporating by reference some of its future filings with the Commission, this
Prospectus is continually updated
S-3
and those future filings may modify or supersede some of the information
included or incorporated in this Prospectus. The following documents, which
TransCanada and TCPL have filed with the Commission pursuant to the Exchange
Act, are incorporated herein by reference:
(a) TCPL's Annual Report on Form 40-F for the year ended December 31, 2002;
(b) The following documents filed as part of TCPL's Form 6-K report on
April 28, 2003:
(i) Unaudited interim comparative consolidated financial statements of
TCPL for the period ended March 31, 2003;
(ii) Management's discussion and analysis of financial condition and
results of operations of TCPL for the period ended March 31, 2003;
(iii) U.S. GAAP reconciliation of the consolidated comparative interim
unaudited financial statements of TCPL;
(c) Management Proxy Circular (excluding the sections entitled "Composition
of the Human Resources Committee", "Report on Executive Compensation",
"Performance Graph" and "Corporate Governance"), filed by TCPL as part
of a Form 6-K report on March 26, 2003;
(d) TransCanada's Form 6-K report filed on May 15, 2003, reporting an
arrangement between TCPL and TransCanada Corporation and TransCanada
Corporation's succession to TCPL; and
(e) The description of the common shares (and related rights under
TransCanada's Shareholder Rights Plan) contained in TransCanada's
Registration Statement filed on Form 8-A on May 14, 2003, including any
amendment or report filed with the Commission for the purpose of
updating such description.
All subsequent reports on Form 40-F and, to the extent, if any, designated
therein, reports on Form 6-K filed by TransCanada with the Commission pursuant
to the Exchange Act after the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated by reference
into this Prospectus.
TransCanada will provide without charge to each person to whom this Prospectus
is delivered, including any beneficial owner, upon written or oral request of
such person, a copy of any or all of the foregoing documents incorporated by
reference in this Prospectus (other than exhibits to such
S-4
documents, unless such exhibits are specifically incorporated by reference in
such documents). Requests should be directed to:
TransCanada Corporation, TransCanada Tower, 450 - 1st Street S.W., Calgary,
Alberta, Canada T2P 5H1, Attention: Vice-President and Corporate Secretary,
Telephone Number (403) 920-2000.
ENFORCEABILITY OF CERTAIN LIABILITIES
The enforcement by investors of civil liabilities under the United States
federal securities laws may be affected adversely by the fact that TransCanada
is incorporated or organized under the laws of Canada, that some or all of its
officers and directors may be residents of Canada, that some or all of the
experts named in the Registration Statement may be residents of Canada and that
all or a substantial portion of the assets of TransCanada and said persons may
be located outside the United States.
As a result, it may be difficult for shareholders to effect service of process
within the United States upon the directors, officers and experts who are not
residents of the United States, or to enforce or recover upon judgments against
such persons and TransCanada of courts of the United States predicated upon
civil liability provisions of the United States federal securities laws.
TransCanada believes that judgments predicated solely upon civil liability
provisions of the United States federal securities laws against such persons
would be enforceable if such judgments otherwise met the requirements for
enforcement of a foreign judgment in Canada and that original actions predicated
solely upon United States federal securities laws may be brought against
TransCanada or against any of its directors, officers or experts, who are not
residents of the United States, in a court of competent jurisdiction in Canada
if the court is satisfied that the United States is the LEX LOCI DELICTI
(i.e., the place of the wrong) for such claim.
EXPERTS
The consolidated financial statements included in TCPL's Annual Report on
Form 40-F for the fiscal year ended December 31, 2002 have been incorporated by
reference in this Prospectus in reliance upon the report of KPMG LLP,
independent chartered accountants, and upon the authority of said firm as
experts in auditing and accounting.
To the extent that KPMG LLP or another firm of independent chartered accountants
audits and reports on financial statements of TransCanada issued at future
dates, and consents to the use of their report thereon, such
S-5
financial statements also will be incorporated by reference in this Prospectus
in reliance upon their report and upon the authority of such firm as experts in
auditing and accounting.
LEGAL MATTERS
The validity of the common shares offered pursuant to this Prospectus will be
passed on for TransCanada by Albrecht W.A. Bellstedt, Executive Vice-President,
Law and General Counsel of TransCanada.
S-6