U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM F-X
Appointment of Agent For Service of Process
And Undertaking
A. Name of issuer or person filing (Filer): The Thomson Corporation
B. (1) This is [check one]:
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an original filing for the Filer |
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an amended filing for the Filer |
(2)
Check the following box if you are filing the Form F-X in paper in accordance with
Regulation S-T rule 101(b)(9) o
C. Identify the filing in conjunction with which this form is being filed:
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Name of Registrant:
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The Thomson Corporation |
Form type:
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F-9 |
File Number (if known):
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333-109297 |
Filed by:
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The Thomson Corporation |
Date Filed:
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September 30, 2003 |
(if filed concurrently, so indicate) |
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D. The Filer is incorporated or organized under the laws of Ontario, Canada and has its
principal place of business at Metro Center, One Station Place, Stamford, Connecticut 06902, United
States, phone: (203) 539-8000.
E. The Filer designates and appoints Thomson Holdings Inc., located at Metro Center, One
Station Place, Stamford, Connecticut 06902, United States, phone: (203) 539-8000 as the agent (the
Agent) of the Filer upon whom may be served any process, pleadings, subpoenas, or other papers
in:
(a) any investigation or administrative proceeding conducted by the Commission; and
(b) any civil suit or action brought against the Filer or to which the Filer has been joined
as defendant or respondent, in any appropriate court in any place subject to the jurisdiction of
any state or of the United States or of any of its territories or possessions or of the District of
Columbia, where the investigation, proceeding or cause of action arises out of or relates to or
concerns (i) any offering made or purported to be made in connection with the securities registered
or qualified by the Filer on Form F-9 on September 30, 2003 or any purchases or sales of any
security in connection therewith; (ii) the securities in relation to which the obligation to file
an annual report on Form 40-F arises, or any purchases or sales of such securities; (iii) any
tender offer for the securities of a Canadian issuer with respect to which filings are made by the
Filer with the Commission on Schedule 13E-4F, 14D-1F or 14D-9F; or (iv) the securities in relation
to which the Filer acts as trustee pursuant to an exemption under Rule 10a-5 under the Trust
Indenture Act of 1939. The Filer stipulates and agrees that any such civil suit or action or
administrative proceeding may be commenced by the service of process upon, and that service of an
administrative subpoena shall be effected by service upon such agent for service of process, and
that service as aforesaid
shall be taken and held in all courts and administrative tribunals to be valid and binding as if
personal service thereof had been made.
F. Each person filing this Form in connection with:
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the use of Form F-9, F-10, 40-F, or SB-2 or Schedule 13E-4F, 14D-1F or 14D-9F
stipulates and agrees to appoint a successor agent for service of process and file an
amended Form F-X if the Filer discharges the Agent or the Agent is unwilling or unable to
accept service on behalf of the Filer at any time until six years have elapsed from the
date the issuer of the securities to which such Forms and Schedules relate has ceased
reporting under the Exchange Act; |
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(b) |
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the use of Form F-8, Form F-80 or Form CB stipulates and agrees to appoint a
successor agent for service of process and file an amended Form F-X if the Filer
discharges the Agent or the Agent is unwilling or unable to accept service on behalf of
the Filer at any time until six years have elapsed following the effective date of the
latest amendment to such Form F-8, Form F-80 or Form CB; |
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(c) |
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its status as trustee with respect to securities registered on Form F-7, F-8, F-9,
F-10, F-80, or SB-2 stipulates and agrees to appoint a successor agent for service of
process and file an amended Form F-X if the Filer discharges the Agent or the Agent is
unwilling or unable to accept service on behalf of the Filer at any time during which any
of the securities subject to the indenture remain outstanding; and |
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(d) |
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the use of Form 1-A or other Commission form for an offering pursuant to Regulation A
stipulates and agrees to appoint a successor agent for service of process and file an
amended Form F-X if the Filer discharges the Agent or the Agent is unwilling or unable to
accept service on behalf of the Filer at any time until six years have elapsed from the
date of the last sale of securities in reliance upon the Regulation A exemption. |
Each filer further undertakes to advise the Commission promptly of any change to the Agents name
or address during the applicable period by amendment of this Form, referencing the file number of
the relevant form in conjunction with which the amendment is being filed.
G. Each person filing this Form, other than a trustee filing in accordance with General
Instruction I. (a) of this Form, 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 Forms, Schedules and
offering statements described in General Instructions I. (a), I. (b), I. (c), I. (d) and I. (f) of
this Form, as applicable; the securities to which such Forms, Schedules and offering statements
relate; and the transactions in such securities.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
The Filer certifies that it has duly caused this power of attorney, consent, stipulation and
agreement to be signed on its behalf by the undersigned, thereunto duly authorized, in Stamford,
Connecticut, as of the 1st day of September 2005.
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THE THOMSON CORPORATION |
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By: |
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/s/ Deirdre Stanley |
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Name: Deirdre Stanley |
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Title: Senior Vice President and General Counsel |
This statement has been signed by the following person in the capacity indicated as of the 1st day
of September 2005.
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THOMSON HOLDINGS INC. |
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(Agent for Service) |
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By: |
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/s/ Deirdre Stanley |
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Name: Deirdre Stanley |
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Title: Senior Vice President and General Counsel |