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Published: 2023-07-21 17:19:30 ET
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40-F/A
TN00014023882022FYtrue 0001402388 2022-01-01 2022-12-31 0001402388 dei:BusinessContactMember 2022-01-01 2022-12-31 0001402388 ifrs-full:ClassesOfShareCapitalMember 2022-12-31 xbrli:shares
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM
40-F/A
Amendment No. 1
 
 
 
REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
OR
 
ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2022
 
Commission File Number:
001-39974
 
 
 
LOGO
WEST FRASER TIMBER CO. LTD.
(Exact name of Registrant as specified in its charter)
 
 
 
British Columbia Canada
 
2421
 
98-1630330
(Province or Other Jurisdiction of
Incorporation or Organization)
 
(Primary Standard Industrial
Classification Code)
 
(I.R.S. Employer
Identification No.)
1500 – 885 West Georgia Street
Vancouver, British Columbia
Canada V6C 3E8
Tel: (604)
895-2700
(Address and telephone number of Registrant’s principal executive offices)
West Fraser, Inc.
1900 Exeter Road, Suite 105
Germantown, TN 38138
Tel: (901)
620-4200
(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:
 
Title Of Each Class
 
Trading
Symbol(s)
 
Name Of Each Exchange
On Which Registered
Common Shares, no par value
 
WFG
 
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: None
For annual reports, indicate by check mark the information filed with this Form:
 
  Annual Information Form
  
  Audited Annual Financial Statements
 
 
Indicate the number of outstanding shares of each of the Registrant’s classes of capital or common stock as of the close of the period covered by the annual report:
83,555,414 Common Shares
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  ☒             No  ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
Yes  ☒            No  ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule
12b-2
of the Exchange Act.
Emerging growth company  
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.  ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-
based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b).  ☐
 
Auditor Firm Id:    271    Auditor Name:    PricewaterhouseCoopers LLP    Auditor Location:    Vancouver, British Columbia, Canada
 
 
 
EXPLANATORY NOTE
West Fraser Timber Co. Ltd. (“
West Fraser
”) is filing this Amendment No. 1 (the “
Amendment No.
 1”) to its original Annual Report on Form 40-F for the year ended December 31, 2022 (the “
Original 2022 Annual Report
”) filed with the Securities and Exchange Commission on February 14, 2023 in order to provide updated certifications of West Fraser’s Chief Executive Officer (“
CEO
”) and Chief Financial Officer (“
CFO
”) pursuant to Rule
13a-14(a)
of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The updated CEO and CFO certifications are filed as Exhibits 99.4 and 99.5 to this Amendment No. 1.
This Amendment No. 1 consists of a cover page, this explanatory note, the signature page, the exhibit index and the updated CEO and CFO officer certifications filed as Exhibits 99.4 and 99.5.
Other than expressly set forth herein, this Amendment No. 1 does not, and does not purport to, amend or restate any other information contained in the Original 2022 Annual Report nor does this Amendment No. 1 reflect any events that have occurred after the Original Annual Report was filed.
 


SIGNATURES

Pursuant to the requirements of the Exchange Act, West Fraser 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.

 

Date: July 21, 2023      

WEST FRASER TIMBER CO. LTD.

 

By: /s/ Raymond W. Ferris                                                    

     

Raymond W. Ferris

President and Chief Executive Officer

 


EXHIBIT INDEX

 

Exhibit
Number
  

Exhibit Description

99.1    Annual Information Form of the Company for the year ended December 31, 2022 (1)
99.2    Audited consolidated financial statements of the Company and notes thereto as at December 31, 2022 and 2021 and for the years ended December 31, 2022 and 2021, together with the report of the Independent Registered Public Accounting Firm (1)
99.3    Management’s Discussion and Analysis for the year ended December 31, 2022 (1)
99.4    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (2)
99.5    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (2)
99.6    Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)
99.7    Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)
99.8    Consent of PricewaterhouseCoopers LLP (1)
101    The following financial information from the Company’s annual report on Form 40-F for the year ended December 31, 2022 formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Earnings and Comprehensive Earnings, (iii) the Consolidated Statements of Changes in Shareholders’ Equity, (iv) the Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. (1)
104    Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) (2)

 

(1)

Filed as an exhibit to the Original 2022 Annual Report

(2)

Filed an an exhibit to this Amendment No. 1 to the Original 2022 Annual Report