SEC Info - Brascan Power Inc - ‘40-F’ for 12/31/02

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Brascan Power Inc – ‘40-F’ for 12/31/02

On: Wednesday, 5/21/03, at 1:53pm ET · For: 12/31/02 · Accession #: 909567-3-687 · File #: 33-81550

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

 5/21/03  Brascan Power Inc                 40-F       12/31/02    7:384K                                   Bowne - Bot/FA

Annual Report by a Canadian Issuer — Form 40-F
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 40-F        Annual Report by a Canadian Issuer                  HTML     38K 
 2: EX-99.1     Annual Information Form                             HTML    263K 
 3: EX-99.2     Management's Discussion and Analysis                  14±    57K 
 4: EX-99.3     Consolidated Financial Statements                     23±    94K 
 5: EX-99.4     Consent of Deloitte & Touche, LLP                   HTML      6K 
 6: EX-99.5     Certification of CEO Pursuant to Section 906        HTML      8K 
 7: EX-99.6     Certification of CFO Pursuant to Section 906        HTML      8K

40-F — Annual Report by a Canadian Issuer

This is an HTML Document rendered as filed. [ Alternative Formats ]

e40vf

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 40-F


(Check one)

o		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, 2002

Commission file number 033-81500

GREAT LAKES POWER INC.
(Exact name of registrant as specified in its charter)


ONTARIO, CANADA (Province or Other Jurisdiction of Incorporation or Organization)		4991, 4931 (Primary Standard Industrial Classification Code Number)		Not Applicable (IRS Employer Identification Number)

Suite 300, BCE Place, 181 Bay Street, P.O. Box 762, Toronto, Ontario Canada M5J 2T3
(416) 363-9491
(Address and Telephone Number of Registrant’s Principal Executive Offices)

c/o Torys, 237 Park Avenue, New York, New York 10017-3142
(212) 880-6000
(Name, Address and Telephone Number 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:		None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:		Term debentures

For annual reports, indicate by check mark the information filed with this Form:


x Annual Information Form		x Audited annual financial statement

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.


Common Shares			101,383,135

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		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		o

CONTROLS AND PROCEDURES

(a)		*Evaluation of disclosure controls and procedures. As of a date within the 90-day period prior to the filing of this report, an evaluation of the effectiveness of the Company’s “disclosure controls and procedures”* (as such term is defined in Rules 13a-14(c) and 15d-14(c) of the United States Securities Exchange Act of 1934 (the “Exchange Act”)) was carried out by the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of the Company. Based on that evaluation, the CEO and CFO have concluded that as of such date the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in United States Securities and Exchange Commission rules and forms.

(b)		*Changes in Internal Controls*. Subsequent to the completion of their evaluation, there have been no significant changes in the Company’s internal controls or in other factors that could significantly affect the internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A.		Undertaking.

		The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Securities and Exchange Commission (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.

B.		Consent to Service of Process.

		The Company 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.

		Any change to the name or address of the agent for service of process of the registrant shall be communicated promptly to the Securities and Exchange Commission by an amendment to the Form F-X referencing the file number of the relevant registration statement.

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, thereunto duly authorized, on May 20, 2003.


		GREAT LAKES POWER INC.

		By:		/s/ *Alan V. Dean*

				Name: Alan V. Dean Title: Senior Vice-President and Secretary

CERTIFICATION

I, Harry A. Goldgut, certify that:

1.		I have reviewed this annual report on Form 40-F of Great Lakes Power Inc.;

2.		Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.		Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.		The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

		a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

		b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

		c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.		The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

		a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

		b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.		The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


Date: May 20, 2003

		/s/ *Harry A. Goldgut*

		Harry A. Goldgut Co-Chairman and Chief Executive Officer

CERTIFICATION

I, Donald Tremblay, certify that:

1.		I have reviewed this annual report on Form 40-F of Great Lakes Power Inc.;

2.		Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.		Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.		The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

		a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

		b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

		c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.		The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

		a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

		b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.		The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


Date: May 20, 2003
		/s/ *Donald Tremblay*

		Donald Tremblay Senior Vice-President and Chief Financial Officer

EXHIBIT INDEX


Exhibit		Description

99.1		Annual Information Form
		Annual Information Form of Great Lakes Power Inc. (the “Company”) for the fiscal year ended December 31, 2002

99.2		Management’s Discussion and Analysis
		Management’s Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended December 31, 2002

99.3		Consolidated Financial Statements
		Consolidated Financial Statements for the fiscal year ended December 31, 2002

99.4		Consent of Deloitte & Touche, LLP

99.5		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.6		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Page 1

Dates Referenced Herein and Documents Incorporated by Reference

This ‘40-F’ Filing	Date	Other Filings

Filed on:	5/21/03	None on these Dates
	5/20/03
For Period End:	12/31/02
		List all Filings

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Filing Submission 0000909567-03-000687 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)