U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 40-F
(Mark One)
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF
THE SECURITIES EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 2001 Commission File Number 0-29954
THE THOMSON CORPORATION
(Exact name of Registrant as specified in its charter)
NOT APPLICABLE
(Translation of Registrant's name into English (if applicable))
ONTARIO
(Province or other jurisdiction of incorporation or organization)
2731
(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 UNITED STATES 06902
(203) 328-9400
(Address and telephone number of Registrant's principal executive offices)
CORPORATION SERVICE COMPANY 1177 AVENUE OF THE AMERICAS 17TH FLOOR NEW YORK,
NEW YORK 10036-2721 (212) 299-9100
(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:
None
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Common Shares
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act: None
For annual reports, indicate by check mark the information filed with this Form:
[X] Annual information form [X] Audited annual financial statements
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.
630,740,649 COMMON SHARES; 6,000,000 SERIES II PREFERENCE SHARES;
18,000,000 SERIES V 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 filing number assigned to
the Registrant in connection with such Rule.
Yes [ ] No [X]
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 [X] No [ ]
COMPLIANCE WITH AUDITOR INDEPENDENCE
AND RECONCILIATION REQUIREMENT
The Registrant's financial statements have been reconciled to U.S. GAAP as
required by Item 17 of Form 20-F under the Exchange Act. Such reconciliation is
set forth in Exhibit 2 attached hereto.
UNDERTAKING
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 in relation to which the obligation to file an
annual report on Form 40-F arises; or transactions in said securities.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in Exhibit number 1 constitute forward-looking
statements, which are based on the Corporation's current expectations and
assumptions, and are subject to a number of risks and uncertainties that could
cause actual results to differ materially from those anticipated. Such risks and
uncertainties include, among others, general business and economic conditions
and competitive actions.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, 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.
THE THOMSON CORPORATION
By: /s/ STEPHANE BELLO
-----------------------------------
Stephane Bello
Senior Vice President and Treasurer
Date: May 2, 2002
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EXHIBIT INDEX
SERIALLY
EXHIBIT NUMBER DESCRIPTION NUMBERED PAGE
-------------- ----------- -------------
1. Annual Information Form (including 5
Management's Discussion and Analysis of
Financial Condition and Results of
Operations), dated May 2, 2002
2. Audited consolidated financial statements 74
for the fiscal years ended December 31,
1999, 2000 and 2001 and as at December 31,
2000 and 2001, including a Reconciliation
to Generally Accepted Accounting Principles
in the United States of America for the
years ended December 31, 1999, 2000 and
2001 and as at December 31, 2000 and 2001
3. Consent of PricewaterhouseCoopers LLP, 119
independent chartered accountants,
regarding Form 40-F
4. Consent of PricewaterhouseCoopers LLP, 120
independent chartered accountants,
regarding incorporation by reference of its
auditors' report in the Registration
Statement on Form S-8 (No. 333-12284)
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