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Ipsco Tubulars Inc, et al. – ‘424B3’ on 11/14/03

On:  Friday, 11/14/03, at 4:34pm ET   ·   Accession #:  1193125-3-82062   ·   File #s:  333-108820, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/14/03  Ipsco Tubulars Inc                424B3                  1:984K                                   RR Donnelley/FA
          Ipsco Enterprises Inc
          Ipsco Investments Inc
          Ipsco Minnesota Inc
          Ipsco Ontario Inc
          Ipsco Recycling Inc
          Ipsco Saskatchewan Inc
          Ipsco Steel Alabama Inc
          Ipsco Steel Inc
          Ipsco Texas Inc
          Ipsco Alabama Ltd
          Ipsco Inc

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus                                          HTML    825K 

Table of Contents

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-108820

PROSPECTUS

IPSCO INC.

Exchange Offer for

$200,000,000

8 ³/4% Senior Notes due 2013

We are offering to exchange:

up to $200,000,000 of our new 8¾% Senior Notes due 2013

for

a like amount of our outstanding 8¾% Senior Notes due 2013

Material Terms of Exchange Offer

For a discussion of certain factors that you should consider before participating in this exchange offer, see “ Risk Factors” beginning on page 7 of this prospectus.

Neither the SEC nor any state or Canadian securities commission has approved the notes to be distributed in this exchange offer, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

November 14, 2003

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You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. You should assume that the information contained or incorporated by reference in this prospectus is accurate as of the date on the front cover of this prospectus or the date of the document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since then. We are not making an offer to sell the securities offered by this prospectus in any jurisdiction where the offer or sale is not permitted.

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This document incorporates important business and financial information about IPSCO Inc. and the Co-Registrants from other documents that are not included in or delivered with this document. You may obtain these documents at the SEC’s website, www.sec.gov. We are not incorporating the contents of the website of the SEC or any other person into this document. We are only providing information about how you can obtain certain documents which are incorporated into this document by reference at this website.

This information is also available to you without charge upon your written or oral request as described below:

IPSCO Inc.

650 Warrenville Road, Suite 500

Lisle, Illinois 60532

Telephone: (630) 810-4800

Attn: Robert Ratliff

Vice President and Chief Financial Officer

If you would like to request any copies of any documents, please do so no later than December 5, 2003 in order to ensure timely delivery prior to the expiration of the exchange offer.

For additional information about where to obtain copies of documents, see “Where You Can Find More Information” beginning on page 85.

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Enforceability of civil liabilities against foreign persons

We are a corporation organized under the laws of Canada and are governed by the applicable provincial and federal laws of Canada. Several of our directors and officers and some of the experts named in this prospectus reside principally in Canada. Because these persons are located outside the United States, it may not be possible for you to effect service of process within the United States upon them. Furthermore, it may not be possible for you to enforce against us or them, in the United States, judgments obtained in U.S. courts, because a portion of our assets and the assets of these persons are located outside the United States. We have been advised by MacPherson Leslie & Tyerman LLP, our Canadian counsel, that there is doubt as to the enforceability, in original actions in Canadian courts, of liabilities based upon the U.S. federal securities laws and as to the enforceability in Canadian courts of judgments of U.S. courts obtained in actions based upon the civil liability provisions of the U.S. federal securities laws. Therefore, it may not be possible to enforce those actions against us, our directors and officers or the experts named in this prospectus.

Presentation of financial information

We report our historical financial statements contained in, or incorporated by reference into, this prospectus in U.S. dollars and prepare them in accordance with Canadian generally accepted accounting principles, or GAAP. Note 21 to our 2002 historical consolidated financial statements contained in our Annual Report on Form 40-F for the fiscal year ended December 31, 2002, as amended, which is incorporated into this document by reference, summarizes the significant differences between GAAP in Canada and in the United States.

In this prospectus, all references to “$” refer to U.S. dollars and all references to “Cdn$” refer to Canadian dollars.

Exchange rate data

The following tables list, for each period presented, certain of the following information: the high and low exchange rates, the average of the exchange rates on the last day of each month during the period indicated and the exchange rates at the end of the period for one Canadian dollar, expressed in U.S. dollars, based on the inverse of the noon buying rate in New York City for cable transfers in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York. On November 10, 2003, the inverse of the noon buying rate in New York City for cable transfers of Canadian dollars was Cdn$0.7629 = $1.00.

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Prospectus summary

The following summary contains basic information about this offering. It likely does not contain all the information that is important to you. For a more complete understanding of this offering, we encourage you to read this entire document. As used in this prospectus, unless the context indicates otherwise, “we,” “our” and “us” refer collectively to IPSCO Inc., the issuer of the notes, and its consolidated subsidiaries.

THE COMPANY

We are a low-cost North American steel producer incorporated in Canada with facilities and process equipment located at 12 sites throughout Canada and the United States. These facilities produce carbon steel slabs, hot rolled discrete plate and coil, cut-to-length plate and sheet, and finished tubular products. In addition, we have several scrap collection sites located principally in Western Canada.

Our principal executive office is located at P.O. Box 1670, Regina, Saskatchewan, Canada S4P 3C7. Our telephone number is (306) 924-7700.

Summary of the exchange offer

If we do not comply with, among other things, our obligation to complete this exchange offer within 180 days of issuing the outstanding notes, we will pay liquidated damages in cash in an amount equal to 0.25% per annum of the aggregate principal amount of outstanding notes during the first 90 days, increasing by 0.25% per annum for each subsequent 90-day period, up to a maximum of 1.00% per annum, until we are in compliance. For more details, see “The Exchange Offer.”

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If any of these conditions are not satisfied and you transfer any exchange notes issued to you in the exchange offer without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes from these requirements you may incur liability under the Securities Act. We will not assume, nor will we indemnify you against, any such liability.

Each broker-dealer that is issued exchange notes in the exchange offer for its own account in exchange for outstanding notes that were acquired by that broker-dealer as a result of market-marking or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. A broker-dealer may use this prospectus for an offer to resell, resale or other retransfer of the exchange notes issued to it in the exchange offer.

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You may tender your outstanding notes through book-entry transfer in accordance with DTC’s Automated Tender Offer Program, known as ATOP. To tender your outstanding notes by a means other than book-entry transfer, a letter of transmittal must be completed and signed according to the instructions contained in the letter. The letter of transmittal and any other documents required by the letter of transmittal must be delivered to the exchange agent by mail, facsimile, hand delivery or overnight carrier. In addition, you must deliver the outstanding notes to the exchange agent or comply with the procedures for guaranteed delivery. See “The Exchange Offer—Procedures for Tendering Outstanding Notes” for more information.

Do not send letters of transmittal and certificates representing outstanding notes to us. Send these documents only to the exchange agent. See “The Exchange Offer—Exchange Agent” for more information.

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Summary of terms of the exchange notes

The form and terms of the exchange notes are the same as the form and terms of the outstanding notes, except that the exchange notes will be registered under the Securities Act, will not bear legends restricting their transfer and will not contain the registration rights and liquidated damage provisions contained in the outstanding notes. The exchange notes represent the same debt as the outstanding notes. Both the outstanding notes and the exchange notes are governed by the same indenture. We use the term “notes” in this prospectus to collectively refer to the outstanding notes and the exchange notes.

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The notes and the guarantees will rank equally with all of our and the subsidiary guarantors’ existing and future senior unsecured debt.

The notes and the guarantees will rank senior to all of our debt that is expressly subordinated to the notes and the guarantees, but will be effectively subordinated to all of our existing and future senior secured indebtedness to the extent of the value of the assets securing that indebtedness.

Under the indenture for the notes, we are able to incur unlimited additional indebtedness if our fixed charge coverage ratio is at least 2.0 to 1.0 or the notes are rated investment grade by Moody’s Investors Service Inc., Standard & Poor’s Rating Services and Dominion Bond Rating Service Limited and no default or event of default has occurred. See “Description of the Notes—Certain Covenants—Limitations on Additional Indebtedness.”

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These covenants are subject to important exceptions and qualifications, which are described under the heading “Description of the Notes—Certain Covenants” in this prospectus.

Additionally, actions taken by us during any period when these restrictions are suspended will be permitted to exist even if we again become subject to these covenants as a result of losing an investment grade rating. See “Description of the Notes—Certain Covenants.”

You should refer to the section entitled “Risk Factors” for an explanation of material risks of participating in the exchange offer.

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Risk factors

You should consider carefully the information set forth in this section along with all the other information provided to you in this prospectus in deciding whether to participate in the exchange offer.

RISKS ASSOCIATED WITH THE EXCHANGE OFFER

Because there is no public market for the notes, you may not be able to resell your notes.

The exchange notes will be registered under the Securities Act, but will constitute a new issue of securities with no established trading market, and there is a risk that:

If a trading market were to develop, the exchange notes might trade at higher or lower prices than their principal amount or purchase price, depending on many factors, including prevailing interest rates, the market for similar debentures and our financial performance.

We understand that the initial purchasers presently intend to make a market in the notes. However, they are not obligated to do so, and any market-making activity with respect to the notes may be discontinued at any time without notice. In addition, any market-making activity will be subject to the limits imposed by the Securities Act and the Securities Exchange Act of 1934, and may be limited during the exchange offer or the pendency of an applicable shelf registration statement. An active trading market may not exist for the notes, and any trading market that does develop may not be liquid.

In addition, any outstanding note holder who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes may be deemed to have received restricted securities, and if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. For a description of these requirements, see “The Exchange Offer.”

Your outstanding notes will not be accepted for exchange if you fail to follow the exchange offer procedures and, as a result, your notes will continue to be subject to existing transfer restrictions and you may not be able to sell your outstanding notes.

We will not accept your notes for exchange if you do not follow the exchange offer procedures. We will issue exchange notes as part of this exchange offer only after a timely receipt of your outstanding notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, if you want to tender your outstanding notes, please allow sufficient time to ensure timely delivery. If we do not receive your notes, letter of transmittal and other required documents by the expiration date of the exchange offer, we will not accept your notes for exchange. We are under no duty to give notification of defects or irregularities with respect to the tenders of outstanding notes for exchange. If there are defects or irregularities with respect to your tender of notes, we will not accept your notes for exchange.

If you do not exchange your outstanding notes, your outstanding notes will continue to be subject to the existing transfer restrictions and you may not be able to sell your outstanding notes.

We did not register the outstanding notes, nor do we intend to do so following the exchange offer. Outstanding notes that are not tendered will therefore continue to be subject to the existing transfer restrictions and may be transferred only in limited circumstances under the securities laws. If you do not exchange your outstanding notes, you will lose your right to have your outstanding notes registered

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under the federal securities laws. As a result, if you hold outstanding notes after the exchange offer, you may not be able to sell your outstanding notes.

RISKS RELATING TO OUR BUSINESS

Intense competition and excess global capacity in the steel industry may exert downward pressure on pricing.

The global steel industry is highly competitive and capital intensive. We compete with foreign and domestic producers, including both integrated and mini-mill producers, a number of which have substantially greater financial and capital resources than we have and some of which continue to invest heavily to achieve increased production efficiencies and improved product quality. Competition is based on price, quality and the ability to meet customers’ product specifications and delivery schedules. In addition, in the case of certain product applications, steel competes with a number of other materials such as plastic, aluminum and composite materials. The highly competitive nature of the industry, combined with excess capacity, the potential for currently idled facilities to be restarted, excess supply of some products and a number of potential steel substitutes may in the future exert downward pressure on prices for our products.

Diminished barriers to entry could lead to new entrants to the steel industry or the reconstitution of existing participants with more competitive cost structures.

Substantial capital costs to construct steelworks, combined with expensive labor contracts, were traditionally a barrier to entry into the steel industry. Recent events, most notably the emergence of International Steel Group Inc., point to the ability of prospective investors to secure plants and equipment, especially from those in financial distress, for significantly less capital than historically required. Traditional labor contracts may be replaced with more competitive agreements. In addition, new technology may be developed. There is a risk that these changing conditions could lead to new entrants to the steel industry or the reconstitution of existing participants with more competitive cost structures.

Current trade practices and significant competition from foreign steel producers may lead to an increase in steel imports into North America, adversely affecting our market share and negatively impacting our sales, margins, profitability and ability to compete effectively.

The North American steel industry has historically faced significant competition from foreign steel producers. Some foreign steel producers are owned, controlled or subsidized by their governments, and their decisions with respect to production, sales and exports may be influenced more by political and economic policy considerations than by prevailing market conditions. In addition, foreign steel producers may be subject to less restrictive regulatory and environmental regimes that could provide a cost advantage relative to North American producers. Some foreign steel producers have continued to sell steel in the North American markets despite decreasing profit margins or losses. If current and future trade cases do not provide relief from such trade practices, relevant U.S. or Canadian protective trade laws are weakened, world demand for steel decreases or the United States or Canadian dollars strengthen against foreign currencies, an increase in the market share of imports into the United States or Canada may occur, which could materially adversely affect us.

Bankruptcy laws and continued government subsidies to North American steel producers have negatively impacted our results.

Continued government subsidies to weaker, inefficient North American producers have hurt our results. Several companies in the United States and Canada, which would otherwise be uncompetitive because of old, inefficient, high cost operations, have remained in business under the protection of bankruptcy laws.

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In some cases competitors have emerged from bankruptcy or stayed in business only because governments are guaranteeing their debt or paying their obligations for pension and other benefits. For example, several steel companies with whom we compete, including Gulf States Steel, Inc. of Alabama, Geneva Steel LLC, LTV Corporation and Bethlehem Steel Corporation, filed for bankruptcy protection during the past few years. In addition, Algoma Steel Inc., a competitor in the Toronto, Ontario market, filed for the Canadian equivalency to bankruptcy. We believe that these companies frequently obtained business by offering the same or similar steel products at prices lower than ours, and in many cases, at prices lower than such products’ costs, at a time when they were not required to repay many of their financial obligations due to the protections available under the bankruptcy laws. In one case, Geneva Steel LLC received $110 million of government-guaranteed loans upon emergence from bankruptcy and continued to obtain business that we might otherwise have received. This company re-filed for bankruptcy less than one year later. There is a risk that our operating results may continue to be adversely affected if other competitors file for bankruptcy protection and operate under the bankruptcy laws.

Our profitability may be adversely impacted by increases in raw material costs.

Our principal raw material is steel scrap derived from, among other sources, junked automobiles, industrial scrap, railroad cars, agricultural and heavy machinery and demolition scrap from obsolete structures, containers and machines. The availability of and prices for scrap are subject to market forces largely beyond our control, including demand by North American and international steel producers, freight costs and speculation. In addition, our operations require substantial amounts of other raw materials and inputs, including various types of alloys, electricity, natural gas and oxygen, the price and availability of which are also subject to market forces and governmental regulation. We may not be able to pass on increases in the price of steel scrap or other raw materials and, consequently, any such increases may adversely impact profitability and materially adversely affect us.

Excess U.S. mini-mill capacity may exert upward pressure on the cost of scrap metal and other inputs, which could materially adversely affect us.

Mini-mills, production facilities that produce steel by melting scrap metal in electric arc furnaces, comprise a significant part of our business. The competitiveness of mini-mills relative to integrated mills, production facilities that produce steel from coke and iron ore, is influenced by the cost of scrap, which represents a significant production cost for mini-mills. We currently do not have long term supply contracts for scrap metal. If scrap prices increase significantly without a commensurate increase in finished steel selling prices, the competitive position of mini-mills would be materially adversely affected. We believe that increases in U.S. mini-mill capacity may increase the price paid for scrap and other inputs. Future increases in the prices paid for scrap and other inputs may materially adversely affect us.

Our business is highly dependent on the availability and prices of energy. Our profitability could be hurt if energy prices fluctuate significantly or if we are unable to receive sufficient energy inputs on a timely basis.

Our manufacturing processes are also dependent upon adequate supplies of energy such as electricity and natural gas, as steel manufacturing is an energy intensive industry. Any interruption in the supply of energy to us, whether scheduled or unscheduled, could materially adversely affect us. Our electricity agreements in place for the Regina, Montpelier and Mobile Steelworks expire in 2008, 2006 and 2011, respectively. Although the electricity agreement currently in place at the Regina Steelworks provides for a firm supply, the agreements in place for the Montpelier and Mobile Steelworks permit certain interruptions of supply upon notice. Upon the expiration of any of our energy agreements, we may not be able to enter into a new agreement with our suppliers or others on price and other terms that would enable us to compete effectively. In addition, further outages as a result of “peak shaving” or other disruptions in power supply may occur at the Montpelier or Mobile Steelworks or our other facilities, and such disruptions could materially adversely affect us.

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Moreover, if our variable costs increase disproportionately to our revenues, our earnings will be significantly reduced. As an example of a variable cost, the price of natural gas has been particularly volatile in recent years. Our natural gas prices have changed from an average of $3.48 per MMBtu in 2000 to $5.13 per MMBtu in 2001 to $3.82 per MMBtu in 2002 to $4.95 per MMBtu for the nine months ended September 30, 2003. Further increases in the costs of natural gas and other energy resources may adversely affect our results of operations, financial condition and cash flows. Furthermore, because the price of our products does not always increase with the cost of our inputs, we may be unable to pass any such higher costs on to our customers.

Additionally, although we attempt to reduce our exposure to fluctuations in the price of natural gas through hedging, our forward contracts for natural gas delivery leave us subject to the risk of declines in the price of natural gas below the fixed prices that we have contracted for, which might result in our paying more for natural gas than our competitors, and the risk that the counterparties to these contracts will not perform.

Environmental laws and regulations impose substantial costs and limitations on our operations.

We are subject to a wide range of environmental laws and regulations. Among other things, these requirements regulate wastewater discharges, air emissions, noise control, the use, management and disposal of hazardous and non-hazardous materials and wastes, and the cleanup of contamination. These requirements are complex, changing, and tend to become more stringent over time. There is a risk that we have not been nor will we be at all times in complete compliance with all environmental requirements, and we may incur material environmental costs or liabilities in the future. Violations could result in penalties, or the curtailment or cessation of operations, which could have a material adverse effect on us. We generate certain wastes, such as electric arc furnace dust, that are regulated as hazardous wastes and must be properly disposed of under applicable environmental laws. Environmental laws also impose liability for the cleanup of contaminated properties. Some of our facilities have been in operation for many years and, over such time, the facilities have used materials and disposed of wastes that may require cleanup for which we could be liable. We are currently conducting cleanups at some of our properties. There is a risk that the cleanup of contamination, including any potential contamination not yet discovered, will materially adversely affect us.

We have spent, and can be expected to continue to spend, substantial amounts to comply with environmental laws and regulations. Our expenditures for environmental control facilities totaled $2.7 million in 2002. We expect to spend a similar annual amount in 2003 and 2004, however, our environmental capital expenditures may materially increase in the future.

Our Canadian operations could be affected by the Kyoto Protocol, which concerns the reduction of carbon dioxide, methane, and certain other “greenhouse gasses.” Our Regina steelworks will be subject to the “Canada-Wide Standard for Dioxins and Furans” which may require us to purchase additional baghouse (air pollution control) capacity in 2005, at a cost we estimate will be about $7.3 million.

Weakness in the oil and gas industry would result in a reduction in demand for our products, which could materially adversely affect us.

Sales of energy tubular products other than large diameter pipe represented 18%, 18% and 13% of our total sales tonnage in the years 2000, 2001 and 2002, respectively. The oil and gas industry is cyclical and sensitive to, among other things, oil and natural gas prices and weather conditions. Accordingly, our results from operations are affected by these factors. In 2002, the numbers of rigs drilling in both Canada and the United States fell relative to the previous year. Through September 2003, activity has increased significantly over 2002. There is a risk that sales to our oil and gas industry customers will not continue at present levels, and any decrease in such sales could materially adversely affect us.

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Risk factors

Unexpected equipment failures and other interruptions in our production capabilities may cause fluctuations in our sales and income.

Our manufacturing processes are dependent upon certain critical pieces of steelmaking equipment, such as electric arc furnaces, continuous slab casters and rolling mill equipment, pipemaking, cut-to-length lines, temper mills and shredding equipment, which on occasion may be out of service due to routine scheduled maintenance or as a result of equipment failures. Such interruptions in our production capabilities could result in fluctuations in our sales and income. There is a risk that a significant shutdown may occur in the future and that such a shutdown would materially adversely affect us.

Demand for our products may be insufficient, and we may not be successful in gaining the necessary market share for our facilities to be viable over the longer term.

Since 1996, we have invested approximately $1 billion in our steel production facilities. We will need to achieve and maintain certain levels of sales volume for the various products produced at our facilities in order for them to be economically viable over the longer term. The overall market demand for our products may not be sufficient in the future and we may not be successful in gaining and maintaining the necessary market share for these products, either of which circumstances could materially adversely affect us.

Demand for large diameter pipe tends to vary depending on the existence of large pipeline projects, and if we cannot shift production towards other products during periods in which there is little demand for large diameter pipe, our results could be materially adversely affected.

Sales of large pipe greater than 16 inches in diameter represented 9%, 6% and 5% of our total tons shipped in the years 2000, 2001 and 2002, respectively. The large diameter pipe business is dependent on the existence of large pipeline projects. As a result, the large diameter pipe business tends to experience both periods of high activity and periods in which there are no projects requiring large diameter pipe. In 2002, there were fewer and smaller projects requiring oil or gas transmission pipe. Similarly, if in subsequent periods there are fewer large pipeline projects requiring large diameter pipe, we would again endeavor to shift steel production towards other tubular products, steel mill products or cut-to-length products. There is a risk that we will be unable to successfully make such shifts, and the failure to make such shifts could materially adversely affect us.

Our sales and profitability are subject to significant fluctuations as a result of the cyclical nature of the steel industry and the industries we serve.

The steel industry is highly cyclical in nature and sensitive to general economic conditions. The financial condition and results of operations of companies in the steel industry are generally affected by macroeconomic fluctuations in the U.S., Canadian and global economies. We are particularly sensitive to trends in the oil and gas exploration, oil and gas transmission, construction, heavy equipment and agricultural equipment industries, which are significant markets for our products and are highly cyclical. During the 1990 to 1992 downturn, substantial excess worldwide manufacturing capacity for steel products, combined with a worldwide economic slowdown, resulted in a substantial decrease in the demand for steel products, increased international competition and downward pressure on steel prices. Although demand for steel products recovered and the profitability of the industry improved between 1992 and 1997, in 1998 there was a major crisis in the North American steel industry as imported product began to enter the market at unprecedented levels. Although there were a number of anti-dumping and countervail cases prosecuted against offending nations, the tide was not stemmed. The penetration of imports has continued to affect the industry. In addition, some of our customers were adversely affected by the recent North American and worldwide recession, particularly following the events of September 11, 2001, which has resulted in, and which may in the future result in, defaults in the payment of accounts receivable owing to us. There is a risk that future economic conditions may not be favorable to the steel industry. Any future economic downturns could materially adversely affect us.

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Our operations could be materially adversely affected by labor organizing activities or occupational health and safety laws and regulations.

Approximately 44% of our employees are represented by trade unions. The United Steelworkers of America represents members in Regina, Saskatchewan and Calgary, Alberta and the International Association of Bridge, Structural and Ornamental and Reinforcing Ironworkers represents members in Red Deer, Alberta. These unions represent 98% of our unionized labor force. Members of these unions ratified new labor agreements during 2002 that will expire beginning on December 31, 2005. Additionally, certain employees in the United States at our cut-to-length facility in St. Paul, Minnesota are represented by a union. Despite the new labor agreements, there is a risk that labor organizing activities at one or more of our facilities will occur and that any such activities, or any other labor difficulties at our or any other company upon which we are dependent for raw materials, transportation or other services, would have a material adverse effect on us.

We are subject to, among other things, stringent and comprehensive U.S. and Canadian occupational health and safety laws and regulations. Such laws and regulations may become more stringent and comprehensive and result in modifications to our facilities or practices that could involve additional costs that could materially adversely affect us.

We depend heavily on our senior management, and we may be unable to replace key executives if they leave.

The loss of the services of one or more members of our senior management team or our inability to attract, retain and maintain additional senior management personnel could harm our business, financial condition, results of operations and future prospects. Our operations and prospects depend in large part on the performance of our senior management team, including David Sutherland, our president and chief executive officer. We may not be able to find qualified replacements for any of these individuals if their services are no longer available. We do not have key man insurance on any of these individuals.

We expect that our future pension expenses will increase significantly, and if actuarial assumptions used to determine future pension expenses differ from actual results, our recorded net pension expense, as well as liability and future funding requirements, will be impacted.

We provide retirement benefits for substantially all of our employees under several defined benefit and defined contribution plans. The defined benefit plans provide benefits that are based on a combination of years of service and an amount that is either fixed or based on final earnings. Our policy with regard to the defined benefit plans is to fund the amount that is required by governing legislation. Independent actuaries perform the required calculations to determine pension expense in accordance with Canadian GAAP. Various statistical methods which attempt to anticipate future events are used in calculating the expense and liabilities related to the plans. The actuarial assumptions that we use may differ from actual results due to changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life spans of participants. These differences may impact our recorded net pension expense and liability, as well as future funding requirements.

Our future annual pension expenses are expected to increase significantly because of increased service costs attributable to the new labor agreements, increased interest costs on benefit obligations that are escalating and increased amortization of shortfalls in plan asset investment actual losses relative to expected investment returns incurred over the last two years.

There is a risk that the import tariffs applied in the “Section 201 case” will not be continued for the full three year term. This may lead to a flood of low priced steel imports into the United States that could negatively impact our results of operations.

The World Trade Organization, or WTO, under the General Agreement on Tariffs and Trade, permits a nation to commence a safeguard action on behalf of a domestic industry that has been injured by substantial surges of imports, unfairly traded or not, and to legally impose tariffs or quotas designed to

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give the injured domestic producers time to adjust to increased competition. During 2001, the most significant trade action was the initiation in the United States of an investigation under the safeguard provisions of Section 201 of the United States Trade Act of 1974 , or the Section 201 case. During the fourth quarter of 2001, the U.S. International Trade Commission, or the USITC, found that increased levels of imports were injuring the U.S. domestic industry in flat rolled steel, including plate products, all tubular products except oil and gas well casing and tubing, as well as a number of other steel products. Small diameter line pipe was not included in this action as it was already subject to a separate Section 201 finding. The USITC further recommended various remedies including quotas and tariffs of varying severity. In March 2002, President George W. Bush announced the implementation of relief measures in the form of additional tariffs to be applied on a declining scale over the next three years. Canada and Mexico were exempted under provisions of the North American Free Trade Agreement as were a number of developing countries. As required under the safeguard laws, the USITC conducted a mid-term review of the relief package to report on certain factual matters related to the impact of the import tariffs on both steel producers and consumers. The U.S. administration is considering these reports and will shortly determine whether to continue the Section 201 case remedies in their current form or to modify or terminate them. As a result of appeals filed by several countries, a WTO dispute panel ruled that the Section 201 tariffs are not consistent with U.S. international trade obligations. The U.S. administration appealed the WTO ruling, and the Appellate Body’s decision was announced on November 10, 2003. We are currently still reviewing the decision, but we believe that it will have no direct effect in the United States, though it may lead to retaliatory tariffs from the European Union or Japan on non-steel products, all of which may influence the decision of the U.S. administration relative to the continuation, modification or termination of the Section 201 case remedies discussed above.

Following upon the Section 201 case, Canadian authorities conducted a similar safeguard inquiry in which imports were found to be injuring domestic producers of plate, standard pipe, rebar, cold rolled steel and angle shapes and sections. The Canadian Government considered its relief options and decided not to take any remedial actions.

Current trade legislation and regulations intended to limit dumping may be inadequate or expire without being renewed.

Our business has historically been affected by both Canadian and U.S. trade legislation intended to limit “dumping,” a practice employed by certain foreign competitors that have sold steel into the U.S. or Canadian markets at prices below their costs or below prices prevailing in their own domestic markets. Such practices may result in injury to steel companies in Canada or the U.S. in the form of suppressed prices, lost sales, lower profits and reductions in production and employment levels. Although in a number of past cases Canadian and U.S. trade laws have been successfully invoked, they may be inadequate to prevent unfair import pricing practices that individually or collectively could materially adversely affect us.

In 2001, the steel industry commenced a number of cases in which we participated. In Canada, the domestic industry won an anti-dumping case related to hot rolled steel against nine countries and was successful in having a finding against standard pipe renewed for a further five years under the sunset provision of Canadian trade law. In addition, finding against OCTG casing that had been in place since 1985 was rescinded. In 2002, Canadian authorities continued a plate finding against four countries. Canadian authorities are presently assessing the merits of conducting an investigation into allegations made by the industry in the first quarter of 2003 of dumping of plate by three additional countries. In the United States, in addition to the Section 201 case, there have been a number of sunset hearings of existing findings. The findings related to the bulk of those products and countries have been renewed. In both Canada and the United States, several sunset review proceedings are pending. There is a risk that other existing findings will not be renewed and the expiry of existing trade sanctions could materially adversely affect us.

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Risk factors

We could incur losses due to product liability claims, and we may be unable to maintain product liability insurance at acceptable costs.

We could experience losses from defects or alleged defects in our steel products, thereby subjecting us to claims for damages. We warrant that some of our products are free from certain defects and meet certain manufacturing specifications. Future product liability claims may be made against us, and in addition, in the future, product liability in excess of such insurance coverage may be incurred and we may be unable to maintain such insurance with adequate coverage levels and at acceptable costs.

Movements in foreign currency exchange rates could negatively affect our operating results.

We have substantial investments in and operate production facilities in both the United States and Canada and market our products to customers in both countries. As a result, we utilize U.S. and Canadian currencies in various aspects of our business, with the split between U.S. dollar and Canadian dollar denominated sales and expenditures varying from time to time. Additionally, we have indebtedness denominated in both U.S. dollars and Canadian dollars. Fluctuations in the value of the Canadian dollar relative to the U.S. dollar can materially adversely affect us. The impact of changes in the value of the Canadian or United States dollar relative to other currencies may also impact the degree of competition from producers outside Canada and the United States and could materially adversely affect us. During the period January 1, 2002 to November 10, 2003, the exchange rate for one Canadian dollar, expressed in U.S. dollars, ranged from $0.6200 to $0.7667. The impact on us of fluctuations in the exchange rate between the Canadian and the U.S. dollars may be material in the future.

We cannot guarantee that the tax benefits related to net operating loss carry-forwards will be realized before they expire or that they may not have to be written off.

We have accumulated net operating loss carry-forwards, on a tax basis, of $355 million as of December 31, 2002 on our U.S. operations, for which we have recorded future tax benefits. Our ability to realize the future tax benefits is dependent on future profitability. Although 99% of the net operating loss carry-forwards do not begin to expire until 2018, there can be no guarantee that the tax benefits related to these carry-forwards will be realized before they expire. In addition, we may be required to expense these tax benefits if they are determined to be impaired sometime in the future and expensing these tax benefits would reduce our consolidated net worth which is required to be maintained at certain minimum levels pursuant to various agreements governing our existing indebtedness.

Terrorist attacks, such as the attacks that occurred in New York and Washington, D.C., on September 11, 2001, and other acts of violence or war may affect the markets in which we operate, our operations, profitability and cash flow.

Terrorist attacks or other acts of violence or war may negatively affect our operations. There is a risk that there will be further terrorist attacks against the United States or U.S. businesses. These attacks may directly impact our physical facilities or those of our suppliers or customers. Furthermore, these attacks may make the transportation of our products more difficult and more expensive which would adversely affect our operating results. Also as a result of terrorism and other hostilities, the United States has entered into, and may enter into additional, armed conflicts which could have a further impact on our sales, our supply chain, and our ability to deliver product to our customers. The consequences of any of these armed conflicts are unpredictable, and we may not be able to foresee events that could have an adverse effect on our business. More generally, any of these events could cause consumer confidence and industrial spending to decrease or result in increased volatility in the U.S. and worldwide financial markets and economy. They also could result in economic recession in the United States or abroad. Any of these occurrences could have a significant impact on our operating results, revenues, costs and cash flow.

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Risk factors

RISKS RELATING TO THE NOTES

Our substantial level of indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations on the notes.

We have substantial indebtedness. As of September 30, 2003, we had $432.4 million of long-term debt, including the current portion. Furthermore, our projected annual debt service requirements (interest on long-term debt on our Consolidated Statements of Income and Retained Earnings) over the next twelve months are approximately $35.7 million based on outstanding borrowings as of September 30, 2003. Our annual debt service requirements depend on a number of factors, including the level of borrowings under the credit facilities.

In addition, subject to restrictions in the indenture for the notes and our credit facility, we may incur additional indebtedness. The high level of our indebtedness could have important consequences to you, including the following:

We expect to obtain the money to pay our expenses and to pay the principal and interest on the notes, our credit facilities and other debt from cash flow from our operations. Our ability to meet our expenses thus depends on our future performance, which will be affected by financial, business, economic and other factors. We will not be able to control many of these factors, such as economic conditions in the markets where we operate and pressure from competitors. We cannot be certain that our cash flow will be sufficient to allow us to pay principal and interest on our debt, including the notes, and meet our other obligations. If we do not have enough liquidity, we may be required to refinance all or part of our existing debt, including the notes, sell assets or borrow more money. We cannot guarantee that we will be able to do so on terms acceptable to us, if at all. In addition, the terms of existing or future debt agreements, including our credit facility and the indenture, may restrict us from pursuing any of these alternatives.

The indenture for the notes and the agreements governing our other indebtedness impose significant operating and financial restrictions, which may prevent us from capitalizing on business opportunities and taking some corporate actions.

The indenture for the notes and the agreements governing our other indebtedness impose significant operating and financial restrictions on us. These restrictions will limit our ability to take some actions. For more information, see “Description of the Notes.” There is a risk that these covenants will adversely affect our ability to finance our future operations or capital needs or to pursue available business opportunities. A breach of any of these covenants could result in a default in respect of the related indebtedness. If a default occurs, the relevant lenders could declare the indebtedness, together with accrued interest and other fees, to be immediately due and payable.

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Risk factors

We could enter into transactions that would not constitute a change of control giving rise to an obligation to repurchase the notes, but that could increase the amount of our indebtedness outstanding.

The indenture for the notes imposes obligations on us to offer to repurchase the notes if we enter into a transaction that constitutes a change of control. Nevertheless, we could, in the future, enter into transactions such as acquisitions, refinancings or other recapitalizations or highly leveraged transactions that would not constitute a change of control giving rise to an obligation by us to repurchase the notes, but that could increase the amount of indebtedness outstanding. Such transactions could affect our capital structure or credit ratings or otherwise affect the holders of the notes.

Our credit facility matures on March 4, 2005 and we may be unable to obtain an extension of this facility or a new facility on favorable terms or at all.

The final maturity of our unsecured $200.0 million credit agreement is presently scheduled for March 4, 2005. At the time this facility was entered into, our corporate debt ratings from both Standard & Poor’s Rating Services, or S&P, and Dominion Bond Rating Service Limited, or DBRS, were investment grade. Our debt ratings have subsequently been downgraded by both S&P and DBRS, and our rating from S&P is currently below investment grade. Because of the decline in our debt ratings, any extension to this facility or any new facility that we may enter into in the future may be on terms substantially less favorable to us than those provided under our existing facility, which may include less favorable pricing, more restrictive covenants or potentially providing security interests in our assets. The agreements governing our existing indebtedness limit our ability to grant liens securing a credit facility unless such existing indebtedness were to be secured equally and ratably. Consequently, we will have limited ability to grant first priority liens to the lenders under any extension of our existing facility or under any new facility. Furthermore, our existing indebtedness limits, and the indenture governing the notes will limit, the ability of our subsidiaries to guarantee the credit agreement unless such existing indebtedness and the notes are also guaranteed by these subsidiaries. As a result of these factors and uncertainties relating to the perception of potential lenders of the risks of our business and industry described in this section, an extension of our existing facility or a new facility may not be available to us on favorable terms or at all. If we are unable to obtain an extension of our existing facility or a new facility, we may be unable to obtain alternative sources of financing on acceptable terms to provide us with sufficient liquidity to operate our business and to fulfill our obligations with respect to the notes.

Assets of our non-guarantor subsidiaries may not be available to make payments on the notes.

Not all of our subsidiaries will guarantee the notes. As of September 30, 2003, our non-guarantor subsidiaries held approximately 4% of our consolidated assets, and for the twelve months ended  September 30, 2003, these subsidiaries accounted for approximately 10% of our revenues. Additionally, the indenture governing the notes provides that our existing and future subsidiaries will only be required to enter into a guarantee for the notes if they are a guarantor or a co-borrower under our credit facility. Our non-guarantor subsidiaries have no obligations to make payments in respect of the notes. In the event of a bankruptcy, liquidation or reorganization of any non-guarantor subsidiary, the creditors of such subsidiary (including trade creditors) will generally be entitled to payment of their claims from the assets of such subsidiary before any assets are made available to us as a stockholder. After paying its own creditors, a non-guarantor subsidiary may not have any remaining assets available to satisfy our obligations under the notes.

Certain covenants in the indenture will not be applicable during any period in which the notes are rated investment grade by Moody’s, S&P and DBRS.

The indenture provides that certain covenants will not apply to us during any period in which the notes are rated investment grade by Moody’s, S&P and DBRS. These covenants restrict, among other things, our ability to incur indebtedness, pay dividends or repurchase or redeem stock or subordinated indebtedness, sell assets, make investments, enter into transactions with affiliates, enter into new lines of business and enter into business combinations. The notes may never be rated investment grade, and if the

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notes are rated investment grade, they may not be able to maintain such rating. However, suspension of these covenants would allow us to engage in certain transactions that would not be permitted while these covenants were in force, and any such actions that we take while these covenants are suspended will be permitted even if the notes are subsequently downgraded below investment grade. See “Description of the Notes—Certain Covenants.”

We may not be able to satisfy our obligations to holders of the notes which may arise upon a change of control.

Upon the occurrence of a “change of control,” as defined in the indenture, each holder of the notes, upon receipt of an offer that we will be required to make, will have the right to accept the offer and therefore require us to purchase the notes at a price equal to 101% of the principal amount, together with any accrued interest and liquidated damages, if any, to the date of purchase. Our failure to complete such a purchase of notes pursuant to an accepted offer, or to give notice of an offer to purchase the notes would be a default under the indenture, which would in turn be a default under our credit facilities.

If a change of control occurs, we may not have sufficient assets to satisfy all obligations under our credit facility and the indenture. In order to satisfy our obligations, we could seek to refinance the indebtedness under our credit facilities and the notes or obtain a waiver from the lenders or you as a holder of the notes. We may be unable to obtain a waiver or refinance our indebtedness on terms acceptable to us, if at all.

There is uncertainty about the meaning of the phrase “all or substantially all” in connection with determining whether a change of control has occurred.

“Change of control” in the indenture for the notes means, among other things, a disposition of “all or substantially all” of our assets. The phrase “all or substantially all” has no precise established meaning under applicable law and is subject to judicial interpretation. Accordingly, in certain circumstances, there may be a degree of uncertainty in ascertaining whether a particular transaction would involve a disposition of “all or substantially all” of our assets, and therefore it may be difficult for you to determine whether a change of control has occurred.

The guarantees may be voided under specific legal circumstances.

The notes are guaranteed by some of our subsidiaries. The guarantees may be subject to review under U.S. federal bankruptcy law and comparable provisions of state fraudulent conveyance laws if a bankruptcy or reorganization case or lawsuit is commenced by or on behalf of our or one of a guarantor’s unpaid creditors. Under these laws, if a court were to find in such a bankruptcy or reorganization case or lawsuit that, at the time any guarantor issued a guarantee of the notes:

then the court could void the obligations under the guarantee, subordinate the guarantee of the notes to that guarantor’s other debt or take other action detrimental to holders of the notes and the guarantees of the notes.

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The measures of insolvency for purposes of fraudulent transfer laws vary depending upon the law of the jurisdiction that is being applied in any proceeding to determine whether a fraudulent transfer had occurred. Generally, however, a person would be considered insolvent if, at the time it incurred the debt:

We cannot be sure as to the standard that a court would use to determine whether or not a guarantor was solvent at the relevant time, or, regardless of the standard that the court uses, that the issuance of the guarantees would not be voided or the guarantees would not be subordinated to the guarantors’ other debt. If such a case were to occur, the guarantee could also be subject to the claim that, since the guarantee was incurred for our benefit and only indirectly for the benefit of the guarantor, the obligations of the applicable guarantor were incurred for less than fair consideration.

In addition, under federal Canadian bankruptcy law, if certain bankruptcy or insolvency proceedings were initiated by or against a Canadian guarantor within a certain period after any payment by such Canadian guarantor with respect to its guarantee, or if such Canadian guarantor anticipated becoming insolvent at the time of such payment, all or a portion of such payment could be avoided as a fraudulent preference and the recipient of such payment could be required to return such payment.

Because several of our directors and officers reside in Canada, you may not be able to effect service of process upon them or enforce civil liabilities against them under the U.S. federal securities laws.

We are a corporation organized under the laws of Canada and governed by the applicable provincial, territorial and federal laws of Canada. Several of our directors and officers and some of the experts named in this prospectus reside principally in Canada. Consequently, it may be difficult to effect service of process within the United States upon those persons. In addition, there is doubt as to the enforceability, in original actions in Canadian courts, of liabilities based upon the U.S. federal securities laws and as to the enforceability in Canadian courts of judgments of U.S. courts obtained in actions based upon the civil liability provisions of the U.S. federal securities laws. Therefore, it may not be possible to enforce those actions against us, our directors and officers or the experts named in this prospectus. For more information, see “Enforceability of Civil Liabilities Against Foreign Persons.”

Forward-looking statements

Information contained in this prospectus, other than historical information, may be considered forward-looking. Forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates” or “anticipates” or the negative of these terms or other comparable words, or by discussions of strategy, plans or intentions. Forward-looking information reflects management’s current views of future events and financial performance that involve a number of risks and uncertainties. The factors that could cause actual results to differ materially include, but are not limited to, the following:

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This list is not exhaustive of the factors which may impact our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements. As a result of the foregoing and other factors, no assurance can be given as to any such future results, levels of activity or achievements and neither we nor any other person assumes responsibility for the accuracy and completeness of these forward-looking statements. We undertake no obligation to update forward-looking statements contained in this prospectus.

Use of proceeds

This exchange offer is intended to satisfy certain of our obligations under the registration rights agreement. We will not receive any cash proceeds from the issuance of the exchange notes. In consideration for issuing the exchange notes contemplated in this prospectus, we will receive outstanding notes in like principal amount, the form and terms of which are the same as the form and terms of the exchange notes, except as otherwise described in this prospectus.

We used the net proceeds of the initial offering to repay $113 million of outstanding indebtedness under our credit facility without reducing the commitments thereunder. The debt under this facility bears interest at spreads over the Canadian prime rate, U.S. base rate, Canadian Bankers’ Acceptances Reference Discount Rate or U.S. dollar LIBOR, and this facility matures on March 4, 2005. We also used $3.3 million of the net proceeds to redeem our 10.58% unsecured notes, which were scheduled to mature on September 1, 2005. We will use the remainder of the net proceeds for general corporate purposes, which may include the redemption of all or part of our Series 1 Preferred Shares which become callable on May 15, 2004. Our Series 1 Preferred Shares accrue dividends at the rate of 5.50% per annum.

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Capitalization

The following table sets forth our consolidated cash and cash equivalents and capitalization as of  September 30, 2003. This table should be read in conjunction with the information under the heading “Use of Proceeds” and our consolidated financial statements and related notes, which are incorporated into this document by reference.

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Selected historical financial data

The following table presents selected historical consolidated statements of operations, financial position and other data for the periods presented and should only be read in conjunction with our audited and unaudited consolidated financial statements and the related notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations, which are included in our Annual Report on Form 40-F for the fiscal year ended December 31, 2002, as amended, and our Quarterly Report on Form 6-K for the nine month periods ended September 30, 2002 and September 30, 2003, as amended, and incorporated into this document by reference. We report our historical financial statements contained in this prospectus in U.S. dollars and prepare them in accordance with Canadian GAAP. Note 21 to our 2002 historical consolidated financial statements, which are incorporated into this document by reference, summarizes the significant differences between GAAP in Canada and in the United States. The historical financial data for each of the three years in the period ended December 31, 2002 have been derived from our historical audited consolidated financial statements incorporated into this document by reference. The historical financial data for each of the two years in the period ended December 31, 1999 have been derived from our historical audited consolidated financial statements which are not included in this prospectus. The historical financial data as of, and for the nine month periods ended September 30, 2002 and 2003, have been derived from our unaudited interim financial statements. Results of operations for an interim period are not necessarily indicative of results for a full year.

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Selected historical financial data

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Selected historical financial data

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Management

DIRECTORS AND EXECUTIVE OFFICERS

The following is a list of our (1) directors, (2) President and Chief Executive Officer and (3) other four most highly compensated executive officers, or the Named Executive Officers, as of September 30, 2003: