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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
(CHECK ONE:)
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 2006 COMMISSION FILE NUMBER: 1-14596
INTRAWEST CORPORATION
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(Exact name of Registrant as specified in its charter)
CANADA
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(Province or other jurisdiction of incorporation or organization)
SUITE 800, 200 BURRARD STREET
VANCOUVER, BRITISH COLUMBIA, CANADA V6C 3L6
TELEPHONE NUMBER : (604) 669-9777
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(Address and telephone number of Registrant's principal executive offices)
PTSGE CORP.
925 FOURTH AVENUE, SUITE 2900
SEATTLE, WASHINGTON 98104
TELEPHONE NUMBER : (206) 623-7580
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(Name, address (including zip code) and telephone number
(including area code) of agent for service in the United States)
7011 NOT APPLICABLE
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(Primary Standard Industrial (I.R.S. Employer Identification
Classification Code (if applicable)) Number (if applicable))
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
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Common Shares 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.
7.50% Senior Notes due 2013
6.875% Senior Notes due 2009
For annual reports, indicate by check mark the information filed with this Form:
[X] Annual information form [X] Audited annual financial statements
Indicate 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.
49,063,126 common shares as at June 30, 2006
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 [ ] 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 [ ]
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DISCLOSURE CONTROLS AND PROCEDURES
Disclosure controls and procedures are defined by the Commission as those
controls and other procedures that are designed to ensure that information
required to be disclosed by the Registrant in reports filed or submitted by it
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the Commission's rules and forms.
The Registrant's Chief Executive Officer and Chief Financial Officer have
evaluated the Registrant's disclosure controls and procedures as of the end of
the fiscal year covered by this Annual Report on Form 40-F and have determined
that such disclosure controls and procedures are effective.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
As of the end of the period covered by this report, there were no
significant changes in the Registrant's internal controls over financial
reporting that occurred during the period covered by this report that have
materially affected or are reasonably likely to materially affect the
Registrant's internal control over financial reporting.
AUDIT COMMITTEE FINANCIAL EXPERT
The Registrant's board of directors has determined that it has at least
one audit committee financial expert serving on its audit committee. Paul
Manheim has been determined to be such audit committee financial expert and is
independent. The Commission has indicated that the designation of Mr. Manheim as
an audit committee financial expert does not make Mr. Manheim an "expert" for
any other purpose, impose any duties, obligations or liability on Mr. Manheim
that are greater than those 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.
CODE OF ETHICS
The Registrant has adopted a code of ethics that applies to directors,
officers and employees including the Registrant's principal executive officer,
principal financial officer and principal accounting officer. A copy of the
Registrant's "Intrawest Corporation Standards of Business Conduct" can be found
on the Registrant's web site at www.intrawest.com. No waivers from or material
amendments to the provisions of the code were made in the fiscal year covered by
this Annual Report on Form 40-F.
CONSENT TO SERVICE OF PROCESS
The Registrant has previously filed a Form F-X in connection with the class of
securities to which the obligation to file this Annual Report on Form 40-F
arises. Any change to the name and address of the agent for service of process
shall be communicated promptly to the Commission by an amendment to the Form
F-X.
UNDERTAKING
The Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to the securities in relation to which the obligation to file an annual
report on Form 40-F arises or transactions in the 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.
INTRAWEST CORPORATION
By: /s/ ROSS J. MEACHER
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Name: Ross J. Meacher
Title: Corporate Secretary and
Chief Privacy Officer
Date: September 20, 2006
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CERTIFICATIONS PURSUANT TO RULE 13(a)-14(a).
I, Joe S. Houssian, certify that:
1. I have reviewed the Annual Report on Form 40-F of Intrawest
Corporation;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 report;
4. The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:
(a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
(b) evaluated the effectiveness of the Registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(c) disclosed in this report any change in the Registrant's internal
control over financial reporting that occurred during the period covered by the
annual report that has materially affected, or is reasonably likely to
materially affect, the Registrant's internal control over financial reporting;
and
5. The Registrant's other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably
likely to adversely affect the Registrant's ability to record, process,
summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's internal control
over financial reporting.
Dated: September 20, 2006
By: /s/ JOE S. HOUSSIAN
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Name: Joe S. Houssian
Title: President and
Chief Executive Officer
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CERTIFICATIONS PURSUANT TO RULE 13(a)-14(a).
I, John E. Currie, certify that:
1. I have reviewed the Annual Report on Form 40-F of Intrawest
Corporation;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 report;
4. The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:
(a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
(b) evaluated the effectiveness of the Registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(c) disclosed in this report any change in the Registrant's internal
control over financial reporting that occurred during the period covered by the
annual report that has materially affected, or is reasonably likely to
materially affect, the Registrant's internal control over financial reporting;
and
5. The Registrant's other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably
likely to adversely affect the Registrant's ability to record, process,
summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's internal control
over financial reporting.
Dated: September 20, 2006
By: /s/ JOHN E. CURRIE
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Name: John E. Currie
Title: Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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1. Annual Information Form of the Registrant dated September 20,
2006 (which includes Management's Discussion and Analysis of
Financial Condition and Results of Operations for the year ended
June 30, 2006 and the audited consolidated financial statements
of the Registrant for the year ended June 30, 2006, together with
the auditor's report thereon).
2. Consent dated September 20, 2006 of KPMG LLP, Chartered
Accountants.
3. Certifications pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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