FORM 40-F
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
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REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF
1934 |
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ANNUAL REPORT PURSUANT TO SECTION 13(A) OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 |
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For the fiscal year ended December 31, 2006 |
Commission File Number: 1-31349 |
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THE THOMSON CORPORATION
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrants name into English (if applicable))
Ontario
(Province or other jurisdiction of incorporation or organization)
2741
(Primary Standard Industrial Classification Code Number (if applicable))
98-0176673
(I.R.S. Employer Identification Number (if applicable)
Metro Center, One Station Place, Stamford, Connecticut 06902, (203) 539-8000
(Address and telephone number of Registrants principal executive offices)
Thomson Holdings Inc.
Attn: Deirdre Stanley, Esq., Senior Vice President and General Counsel
Metro Center, One Station Place, Stamford, Connecticut 06902, (203) 539-8000
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Name of Each Exchange |
Title of Each Class |
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on Which Registered |
Common shares
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New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
Debt Securities
For annual reports, indicate by check mark the information filed with this Form:
þ Annual information form þ Audited annual financial statements
Indicate the number of outstanding shares of each of the issuers classes of capital or common
stock as of the close of the period covered by the annual report:
640,437,013 common shares and 6,000,000 Series II preference shares
Indicate by check mark whether the Registrant by filing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934 (the Exchange Act). If Yes is marked, indicate the file number
assigned to the Registrant in connection with such Rule.
Yes o 82-___ No þ
Indicate by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days.
Yes þ No o
DISCLOSURE CONTROLS AND PROCEDURES
The
disclosure provided under the heading Disclosure Controls and
Procedures on page 41 of
Exhibit 99.2 (Managements Discussion and Analysis) is incorporated by reference herein.
INTERNAL CONTROL OVER FINANCIAL REPORTING
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Changes in internal control over financial reporting. |
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The disclosure provided under the heading Internal Control over
Financial Reporting on page 41 of Exhibit 99.2 (Managements
Discussion and Analysis) is incorporated by reference herein. |
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b. |
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Managements report on internal control over financial reporting. |
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The disclosure provided under the heading Internal Control over
Financial Reporting on page 41 of Exhibit 99.2 (Managements
Discussion and Analysis) and the disclosure provided under the heading
Managements Report on Internal Control over Financial Reporting on
page 1 of Exhibit 99.3 (Audited Consolidated Financial Statements) are
incorporated by reference herein. |
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c. |
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Auditors attestation report on internal control over financial reporting. |
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The disclosure provided under the heading
Independent Auditors Report on page 2
of Exhibit 99.3 (Audited Consolidated Financial Statements) is
incorporated by reference herein. |
AUDIT COMMITTEE FINANCIAL EXPERT
The
disclosure provided under the heading Audit Committee on
page 41 of Exhibit 99.1 (Annual
Information Form) is incorporated by reference herein.
CODE OF ETHICS
The
disclosure provided under the heading Code of Business Conduct
and Ethics on page 47 of
Exhibit 99.1 (Annual Information Form) is incorporated by reference herein.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The
disclosure provided under the heading Principal Accountant Fees
and Services on page 44 of
Exhibit 99.1 (Annual Information Form) is incorporated by reference herein.
OFF-BALANCE SHEET ARRANGEMENTS
The disclosure provided under the heading Off-Balance Sheet Arrangements, Commitments and
Contractual Obligations on page 29 of Exhibit 99.2 (Managements Discussion and Analysis) is
incorporated by reference herein.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The disclosure provided under the heading Off-Balance Sheet Arrangements, Commitments and
Contractual Obligations on page 29 of Exhibit 99.2 (Managements Discussion and Analysis) is
incorporated by reference
herein.
IDENTIFICATION OF THE AUDIT COMMITTEE
The Registrant has a separately designated Audit Committee of its Board of Directors established in
accordance with Section 3(a)(58)(A) of the Exchange Act. The disclosure provided under the heading
Audit Committee on page 41 of Exhibit 99.1 (Annual Information Form) is incorporated by
reference herein.
DISCLOSURE PURSUANT TO REQUIREMENTS OF THE NEW YORK STOCK EXCHANGE
The disclosure provided under the headings Controlled Company, Independent Directors,
Presiding Directors at Meetings of Non-Management and Independent Directors, Communications with
Non-Management and Independent Directors and Presiding Directors and Corporate Governance
Guidelines and Board Committee Charters beginning on page 45 of Exhibit 99.1 (Annual Information
Form) is incorporated by reference herein.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
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Undertaking. |
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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 Form 40-F; the securities in relation to which the obligation to file an annual report on
Form 40-F arises; or transactions in said securities. |
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Consent to Service of Process. |
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The Registrant has previously filed a Form F-X in connection with the class of securities in
relation to which the obligation to file this report arises. |
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all
of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on
its behalf by the undersigned, thereto duly authorized.
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THE THOMSON CORPORATION
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By: |
/s/ Deirdre Stanley
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Name: |
Deirdre Stanley |
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Title: |
Senior Vice President and General Counsel |
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Date: March 1, 2007
EXHIBIT INDEX
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Exhibit Number |
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Description |
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99.1
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Annual Information Form for the year ended December 31, 2006 |
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99.2
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Managements Discussion and Analysis for the year ended
December 31, 2006 |
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99.3
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Audited Consolidated Financial Statements for the year
ended December 31, 2006 |
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99.4
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Consent of PricewaterhouseCoopers LLP, Independent Auditors |
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99.5
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Certification of the Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 |
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99.6
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Certification of the Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 |
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99.7
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Certification of the Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 |
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99.8
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Certification of the Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 |