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
|
|
|
þ |
|
Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2009
Commission file number 001-14534
PRECISION DRILLING TRUST
(Exact name of Registrant as specified in its charter)
|
|
|
|
|
Alberta, Canada
|
|
1381
|
|
Not applicable |
(Province or other jurisdiction of
|
|
(Primary Standard Industrial
|
|
(I.R.S. Employer |
incorporation or organization)
|
|
Classification Code Number (if
|
|
Identification Number (if |
|
|
applicable)
|
|
applicable)) |
4200-150 6th Avenue, S.W., Calgary, Alberta, Canada T2P 3Y7
(403) 716-4500
(Address and Telephone Number of Registrants Principal Executive Offices)
CT Corporation System, North St. Paul Street, Dallas, Texas 77022
(214) 979-1172
(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 |
|
Name of each exchange on which registered |
Trust Units
|
|
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:
þ Annual Information Form þ Audited Annual Financial Statements
Indicate the number of outstanding shares of each of the issuers classes of capital or common
stock as of the close of the period covered by the annual report: 275,516,778 Trust Units
outstanding as at December 31, 2009.
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 þ
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 þ No o
Indicate by check mark whether the Registrant has submitted electronically and posted on its
corporate website, 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 o No o
The documents (or portions thereof) forming part of this Form 40-F are incorporated by
reference into the following registration statements under the Securities Act of 1933, as amended:
|
|
|
|
|
Form |
|
Registration No. |
|
|
|
|
|
S-8 |
|
|
333-159965 |
|
F-10 |
|
|
333-156844 |
|
TABLE OF CONTENTS
DISCLOSURE CONTROLS AND PROCEDURES
For information on disclosure controls and procedures, see Evaluation of Disclosure Controls
and Procedures in the Annual Information Form and Evaluation of Disclosure Controls and
Procedures in Managements Discussion and Analysis.
INTERNAL CONTROL OVER FINANCIAL REPORTING
For information on internal control over financial reporting, see Managements Report to the
Unitholders and Report of Independent Registered Public Accounting Firm in the Consolidated
Financial Statements. Also see Internal Control Over Financial Reporting in the Annual
Information Form.
AUDIT COMMITTEE FINANCIAL EXPERT
The board of directors of Precision Drilling Corporation, the administrator of the Registrant,
has determined that it has at least one audit committee financial expert serving on its audit
committee. Each of Patrick M. Murray and Allen R. Hagerman has been designated an audit committee
financial expert and is independent, as that term is defined by the New York Stock Exchanges
listing standards applicable to the Registrant. See Audit Committee Information Relevant
Education and Experience in the Annual Information Form. The Commission has indicated that the
designation of each of Messrs. Murray and Hagerman as an audit committee financial expert does not
make either of them an expert for any purpose, impose any duties, obligations or liability on
them that is greater than that imposed on members of the audit committee and board of directors who
do not carry this designation or affect the duties, obligations or liability of any other member of
the audit committee or the board of directors.
CODE OF ETHICS
The Registrant and Precision Drilling Corporation have adopted a Joint Code of Business
Conduct and Ethics (the Code) for their principal executive officer, principal financial officer,
principal accounting officer or controller and any person performing similar functions. The Code is
available on the Registrants website at www.precisiondrilling.com. No waivers have been granted
from, and there have been no amendments to, any provision of the Code during the 2009 fiscal year.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
For information on principal accountant fees and services, see Audit Committee Information
Pre-approval Policies and Procedures and Audit Committee
Information Audit Fees in the Annual
Information Form.
OFF-BALANCE SHEET ARRANGEMENTS
The Registrant has no off-balance sheet arrangements, as defined in this Form.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
For information on contractual obligations, see Capital and Liquidity Management General
in Managements Discussion and Analysis.
IDENTIFICATION OF THE AUDIT COMMITTEE
The Registrant has a separately-designated standing Audit Committee. The members of the Audit
Committee are:
|
|
|
Chair:
|
|
Patrick M. Murray |
Members:
|
|
Robert L. Phillips |
|
|
Allen R. Hagerman |
|
|
Robert J.S. Gibson |
|
|
William T. Donovan |
-2-
UNDERTAKING
The Registrant undertakes to make available, in person or by telephone, representatives to
respond to inquiries made by the staff of the Securities and Exchange Commission (the
Commission), 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.
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, thereto duly authorized, in the City of Calgary, Province of
Alberta, Canada.
|
|
|
|
|
|
Precision Drilling Corporation, as agent for
and on behalf of Precision Drilling Trust
|
|
|
By: |
/s/ Kevin A. Neveu
|
|
|
|
Name: |
Kevin A. Neveu |
|
|
|
Title: |
President and Chief Executive Officer |
|
|
Date: March 29, 2010
EXHIBITS
23.1 |
|
Consent of KPMG LLP, Chartered Accountants. |
|
31.1 |
|
Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
|
31.2 |
|
Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
|
32.1 |
|
Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. |
|
32.2 |
|
Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. |
|
99.1 |
|
Annual Information Form for the fiscal year ended December 31, 2009. |
|
99.2 |
|
Managements Discussion and Analysis of Financial Condition and Results of
Operations for the fiscal year ended December 31, 2009. |
|
99.3 |
|
Consolidated Financial Statements for the fiscal year ended December 31,
2009. |
-3-