As filed with the Securities and Exchange Commission on May 17, 2002.
Registration No. 333-86024
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BRASCAN CORPORATION
(Exact name of registrant as specified in its charter)
Province of Ontario,
Canada 1121, 1031, 1061, 1311, 1321, 2421, 4939, 6311 Not Applicable
(Province or other
jurisdiction of
incorporation or (Primary Standard Industrial (I.R.S. Employer
organization) Classification Code Numbers) Identification Number)
181 Bay Street, Suite 4400
P.O. Box 762
Toronto, Ontario M5J 2T3
(416) 363-9491
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
Andrew J. Beck, Esq.
Torys LLP
237 Park Avenue
New York, New York 10017-3142
(212) 880-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Edwin Nordholm, Esq.
Torys LLP
Suite 3000, Maritime Life Tower
Toronto Dominion Centre
Toronto, Canada M5K 1N2
(416) 865-0040
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
---------------
This registration statement and any amendment thereto shall become
effective upon filing with the Commission in accordance with Rule 467(a).
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to the home jurisdiction's shelf
prospectus offering procedures, check the following box. [_]
If, as a result of stock splits, stock dividends or similar transactions,
the number of securities purported to be registered on this registration
statement changes, the provisions of Rule 416 shall apply to this registration
statement.
PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
Item 1.Home Jurisdiction Documents
* Offer and Circular dated April 11, 2002, including Letter of
Transmittal and Notice of Guaranteed Delivery (attached as Exhibits
3.2 and 3.3 to this Registration Statement).
Notice of Extension, dated May 17, 2002.
Item 2.Informational Legends
See the inside cover page of the Offer and Circular dated April 11,
2002 (previously filed).
Item 3.Incorporation of Certain Information by Reference
See "Documents Incorporated by Reference Regarding Brascan" in the
Offer and Circular dated April 11, 2002 (previously filed).
Item 4.List of Documents Filed with the Commission
See "Documents Filed as Part of the U.S. Registration Statement" in
the Offer and Circular dated April 11, 2002 (previously filed).
A Notice of Extension, dated May 17, 2002, is being filed with the
Commission as part of this Post-Effective Amendment No. 1 to the
Registration Statement on Form F-8, which was filed with the
Commission on April 11, 2002.
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* Previously filed.
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This document is important and requires your immediate attention. It should
be read in conjunction with the Offer and Offering Circular of Brascan
Corporation dated April 11, 2002. If you are in doubt as to how to deal
with it, you should consult your investment dealer, lawyer or other
professional advisor. No securities commission or similar authority in
Canada or the United States has in any way passed upon the merits of
securities offered hereunder and any representation to the contrary is an
offence.
NOTICE OF EXTENSION
by
BRASCAN CORPORATION
in respect of its
OFFER TO PURCHASE
all of the outstanding Class A Shares and Class B Non-Voting Shares of
TRILON FINANCIAL CORPORATION
The Offer has been extended until 11:59 p.m. (local time) on May 31, 2002
unless withdrawn or extended.
On May 16, 2002, by notice to CIBC Mellon Trust Company (the "Depositary"),
Brascan Corporation ("Brascan") varied its offer to purchase (the "Offer")
all of the outstanding Class A Shares and Class B Non-Voting Shares (the
"Trilon Shares") of Trilon Financial Corporation ("Trilon") by extending
the expiry date of the Offer, so that the Offer is now open for acceptance
until 11:59 p.m. (local time) on May 31, 2002, unless withdrawn or
extended. Subject to the foregoing, all terms and conditions of the Offer
remain the same. Consequential amendments in accordance with the foregoing
are deemed to be made to the Circular, the Letters of Transmittal and the
Notice of Guaranteed Delivery accompanying the Original Offer.
As of 11:59 p.m. (local time) on May 16, 2002 (the "Original Expiry Time"),
all the conditions of the Offer, including the Minimum Condition, were
satisfied. As required by applicable securities legislation, in order to
extend the Offer, Brascan has taken up and paid for all Trilon Shares
tendered to the Offer and not withdrawn prior to the Original Expiry Time.
As a result, Brascan has acquired over 90% of the Class A Shares not owned
by Brascan or its affiliates.
Shareholders of Trilon who wish to accept the Offer must properly complete
and execute the Letter of Transmittal (printed on green paper) that
accompanied the Original Offer or a manually signed facsimile thereof and
deposit it, together with certificates representing their Trilon Shares, in
accordance with the instructions in the Letter of Transmittal. A
shareholder of Trilon who wishes to deposit Trilon Shares and whose share
certificates for such Shares are not readily available should complete and
execute the Notice of Guaranteed Delivery that accompanied the Original
Offer (printed on blue paper) or a manually signed facsimile thereof and
deposit it in compliance with the procedure for guaranteed delivery set
forth under Section 3 of the Original Offer, "How to Tender Trilon Shares
to the Offer", prior to 11:59 p.m. (local time) on May 31, 2002. Subject
to the terms and conditions of the Offer, Brascan will take up and pay for
the additional Trilon Shares deposited under the Offer on, or as soon as
practicable after, May 31, 2002.
Questions and requests for assistance may be directed to the CIBC Mellon
Trust Company (the "Depositary") and additional copies of this document,
the Offer and Circular, the Letter of Transmittal and the Notice of
Guaranteed Delivery may be obtained without charge on request from the
Depositary at their respective offices and phone numbers shown on the last
page of this document. Persons whose Trilon Shares are held in an account
with an investment dealer, stockbroker, bank, trust company or other
nominee should contact their representative if they wish to accept the
Offer.
May 17, 2002
This document does not constitute an offer or a solicitation to any person in
any jurisdiction in which such offer or solicitation is unlawful. The Offer is
not being made to, nor will deposits be accepted from or on behalf of,
shareholders of Trilon in any jurisdiction in which the making or acceptance
of the Offer would not be in compliance with the laws of such jurisdiction.
However, Brascan or its agents may, in Brascan's sole discretion, take such
action as it may deem necessary to extend the Offer to shareholders of Trilon
in such jurisdiction.
INFORMATION FOR U.S. SHAREHOLDERS
This offering is made by a foreign issuer that is permitted, under a
multijurisdictional disclosure system adopted by the United States, to prepare
this document in accordance with the disclosure requirements of its home
country. Shareholders should be aware that such requirements are different
from those of the United States. The financial statements included or
incorporated herein, if any, have been prepared in accordance with foreign
generally accepted accounting principles, and may be subject to foreign
auditing and auditor independence standards, and, thus, may not be comparable
to financial statements of United States companies.
Shareholders of Trilon should be aware that acquisition of the Brascan Shares
and Brascan Non-Cumulative Class A Preference Shares, Series 11 described
herein may have tax consequences both in the United States and in the home
country of Brascan. Such consequences for investors who are resident in, or
citizens of, the United States may not be described fully herein.
The enforcement by investors of civil liabilities under the United States
federal securities laws may be affected adversely by the fact that each of
Trilon and Brascan is formed under the laws of Ontario, that some or all of
their directors and officers may be residents of Canada, that some or all of
the experts named in the Offer or Circular may be residents of Canada, and
that all or a substantial portion of the assets of said persons may be located
outside the United States.
THE SECURITIES OFFERED HEREUNDER HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Shareholders should be aware that, while the Offer is outstanding, Brascan or
its affiliates, directly or indirectly, may bid for and make purchases of
Trilon Shares or other securities as permitted by applicable laws or
regulations of Canada or its provinces or territories.
Additional copies of this document, the Letter of Transmittal and the Notice
of Guaranteed Delivery may be obtained from the Depositary at any of its
offices listed on the last page of this document.
All dollar references in this document or in the Offer and Circular are in
Canadian dollars, except as otherwise indicated.
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BRASCAN CORPORATION
Suite 4440, BCE Place, 181 Bay Street
Toronto, Ontario, M5J 2T3
NOTICE OF EXTENSION
May 17, 2002
TO: THE HOLDERS OF CLASS A SHARES AND CLASS B NON-VOTING SHARES OF TRILON
FINANCIAL CORPORATION
By notice to the Depositary on May 16, 2002, Brascan Corporation
("Brascan") extended its offer dated April 11, 2002, pursuant to which Brascan
is offering to purchase all of the outstanding Class A Shares and Class B Non-
Voting Shares (the "Trilon Shares") of Trilon Financial Corporation
("Trilon"). The offer for the Trilon Shares dated April 11, 2002 is referred
to as the "Original Offer". The circular which accompanied the Original Offer
is referred to as the "Circular". The Original Offer and the Circular, all as
extended by this Notice of Extension, are referred to as the "Offer".
Except as otherwise set forth in this Notice of Extension, the information,
terms and conditions contained in the Original Offer and Circular continue to
be applicable in all respects and this Notice of Extension should be read in
conjunction therewith. Unless the context otherwise requires, terms denoted by
initial capital letters and not defined herein have the respective meaning set
forth in the Original Offer and the Circular.
1.Extension of the Offer
Brascan has extended the Expiry Time of the Offer from 11:59 p.m. (local
time) on May 16, 2002 to 11:59 p.m. (local time) on May 31, 2002, or until
such later time and date to which this Offer may be extended from time to time
pursuant to Section 5 of the Original Offer, "Extension and Variation of the
Offer", unless otherwise withdrawn by Brascan. The definition of "Expiry Time"
in the Original Offer shall be deemed to have been modified to read in full as
follows:
"Expiry Time" means 11:59 p.m. (local time) on May 31, 2002, or such later
time and date as may be fixed by Brascan from time to time pursuant to
Section 5 of the Offer.
2.Procedure for Depositing Shares
The procedure for depositing Trilon Shares is described in Section 3 of the
Original Offer, "How to Tender Trilon Shares to the Offer."
3.Withdrawal of Deposited Shares
Shareholders tendering to the Offer after May 16, 2002 have the right to
withdraw their deposited Trilon Shares as set out in Section 8 of the Original
Offer, "Withdrawal of Deposited Trilon Shares". The withdrawal of deposited
Trilon Shares by or on behalf of a Shareholder tendering to the Offer after
May 16, 2002 must be effected as set out in Section 8 of the Original Offer.
4.Extension and/or Variation of the Offer
Brascan reserves the right, in its sole discretion, at any time and from
time to time while the Offer is open for acceptance, to extend the Expiry Time
of the Offer and/or to further vary the terms of the Offer by giving written
notice of such extension and/or variation to the Depositary at its principal
office in Toronto, and by causing the Depositary to provide as soon as
practicable thereafter a copy of such notice in the manner set forth in
Section 10 of the Original Offer, "Notice and Delivery", to all Shareholders
whose Trilon Shares have not been taken up prior to the extension and/or
variation. Brascan shall, as soon as possible after giving notice of an
extension and/or variation to the Depositary, make a public announcement of
the extension and/or variation and provide a copy of the notice thereof to the
TSE. Any notice of an extension and/or variation will be deemed to have been
given and to be effective on the day on which and at the time at which it is
delivered or otherwise communicated to the Depositary at its principal office
in Toronto.
3
In the event of any variation, all Trilon Shares previously deposited and
not taken up or withdrawn will remain subject to the Offer. An extension
and/or variation of the Offer does not constitute a waiver by Brascan of its
rights under Section 4 of the Original Offer, "Conditions of the Offer".
5.Amendments to the Offer, the Letter of Transmittal and the Notice of
Guaranteed Delivery
The Original Offer, the Circular, the Letter of Transmittal and the Notice
of Guaranteed Delivery shall be amended as necessary to reflect the amendments
made by this Notice of Extension.
6.Statutory Rights
Securities legislation in certain of the provinces and territories of
Canada provides Shareholders with, in addition to any other rights they may
have at law, rights of rescission or damages, or both, if there is a
misrepresentation in a circular or a notice that is required to be delivered
to Shareholders. However, such rights must be exercised within prescribed time
limits. Shareholders should refer to the applicable provisions of the
securities legislation of their province or territory for particulars of those
rights or consult with a lawyer.
4
APPROVAL AND CERTIFICATE
The contents of the Original Offer, the Circular and this Notice of
Extension have been approved, and the sending, communication or delivery
thereof to the shareholders of Trilon Financial Corporation has been
authorized by, the board of directors of Brascan Corporation. The foregoing
contain no untrue statement of a material fact and do not omit to state a
material fact that is required to be stated or that is necessary to make a
statement not misleading in the light of the circumstances in which it was
made. In addition, the foregoing do not contain any misrepresentation likely
to affect the value or the market price of the shares which are the subject of
the Offer.
DATED: May 17, 2002
(Signed) J. Bruce Flatt (Signed) Brian D. Lawson
President and Chief Executive Officer Executive Vice President and Chief
Financial Officer
On behalf of the Board of Directors
(Signed) Jack L. Cockwell (Signed) Saul Shulman, Q.C.
Director Director
5
The Depositary for the Offer is CIBC Mellon Trust Company
Offices of the Depositary
Telephone: (416) 643-5500
Toll-Free: 1-800-387-0825
Inquiries by email:
inquiries@cibcmellon.com
Toronto:
By Mail: By Hand or Courier:
P.O. Box 1036 199 Bay Street
Adelaide Street Postal Commerce Court West
Station Securities Level
Toronto, ON Toronto, ON
M5C 2K4 M5L 1G9
Montreal: Calgary:
By Mail, Hand or Courier: By Mail, Hand or Courier:
2001 University Street 600 The Dome Tower
Floor 16 333 - 7th Avenue S.W.
Montreal, PQ Floor 6
H3A 2A6 Calgary, AB
T2P 2Z1
Vancouver:
By Mail, Hand or Courier:
1066 West Hastings Street
Suite 1600
Vancouver, BC
V6E 3X1
Any questions and requests for assistance may be directed by Shareholders to
the Depositary at the telephone numbers and locations set out above.
PART II
INFORMATION NOT REQUIRED TO BE
DELIVERED TO OFFEREES OR PURCHASERS
INDEMNIFICATION
Under the Business Corporations Act (Ontario), Brascan Corporation (the
"Registrant") may indemnify a present or former director or officer or a
person who acts or acted at the Registrant's request as a director or officer
of another body corporate of which such Registrant is or was a shareholder or
creditor, and his or her heirs and legal representatives, against all costs,
charges and expenses, including an amount paid to settle an action or satisfy
a judgment, reasonably incurred by him or her in respect of any civil,
criminal or administrative action or proceeding to which he or she is made a
party by reason of being or having been a director or officer of the
Registrant or such other body corporate, as the case may be, provided that
such person acted honestly and in good faith with a view to the best interests
of the Registrant and, in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, such person had reasonable
grounds for believing that his or her conduct was lawful. Such indemnification
may be made in connection with an action by or on behalf of the Registrant or
such other body corporate, as the case may be, to procure a judgment in its
favor only with court approval. A director or officer referred to above is
entitled to indemnification from the Registrant as a matter of right if he or
she was substantially successful on the merits in his or her defense of the
action or proceeding and fulfilled the conditions set forth above.
In accordance with the Business Corporations Act (Ontario), the board of
directors of the Registrant approved a resolution (the "Resolution") dated
August 1, 1997 providing for the following:
(i) the Registrant shall indemnify a director or officer of the Registrant,
a former director or officer of the Registrant or a person who acts or
acted at the Registrant's request as a director or officer of a body
corporate of which the Registrant is or was a shareholder or creditor,
and his or her heirs and legal representatives, against all costs,
charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him or her in respect of any
civil, criminal or administrative action or proceeding to which he or
she is made a party by reason of being or having been a director or
officer of the Registrant or such body corporate (except in respect of
an action by or on behalf of the Registrant or such body corporate to
procure a judgment in its favor), if,
(a) he or she acted honestly and in good faith with a view to the best
interests of the Registrant, and
(b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he or she had reasonable
grounds for believing that his or her conduct was lawful;
(ii) the Registrant shall, with the prior approval of the court having
jurisdiction, indemnify a person referred to in (i) above in respect
of an action by or on behalf of the Registrant or such body corporate
to procure a judgment in its favor, to which he or she is made a party
by reason of being or having been a director or an officer of the
Registrant or such body
II-1
corporate against all costs, charges and expenses reasonably incurred by
him or her in connection with such action if he or she fulfills the
conditions set out in paragraphs (i)(a) and (b) above; and
(iii) notwithstanding anything in (i) and (ii) above, a person referred to
in (i) above shall be indemnified by the Registrant in respect of all
costs, charges and expenses reasonably incurred by him or her in
connection with the defense of any civil, criminal or administrative
action or proceeding to which he or she is made a party by reason of
being or having been a director or officer of the Registrant or body
corporate, if the person seeking indemnity,
(a) was substantially successful on the merits in his or her defense of
the action or proceeding, and
(b) fulfills the conditions set out in paragraphs (i)(a) and (b) above.
Nothing in the by-laws or resolutions of the Registrant limits the right of
any person entitled to claim indemnity apart from the indemnity provided
pursuant to the Resolution.
The Registrant maintains a policy of directors' and officers' liability
insurance, under which, the Registrant and certain of its associated companies
(collectively, the "Organization") is reimbursed for indemnity payments made
to directors or officers as required or permitted by law or under provisions
of its by-laws as indemnity for losses, including legal costs arising from
acts, errors or omissions committed by directors and officers during the
course of their duties as such. This insurance also provides coverage to
individual directors and officers without any deductible if they are not
indemnified by the Organization. The insurance coverage for directors and
officers has certain exclusions including, but not limited to, those acts
determined to be deliberately fraudulent or dishonest or to have resulted in
personal profit or advantage. The cost of such insurance is borne by the
Organization.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers or
persons controlling the Registrant pursuant to the foregoing provisions, the
Registrant has been informed that in the opinion of the U.S. Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.
II-2
EXHIBITS
The following exhibits have been filed as part of this Registration Statement.
Exhibit
Number Description
------- -----------
*3.1 Letter to Shareholders of Trilon Financial Corporation dated April 8,
2002 from the President and Chief Executive Officer of the Registrant.
*3.2 Letter of Transmittal and Election Form to be completed by registered
holders of shares of Trilon Financial Corporation.
*3.3 Notice of Guaranteed Delivery and Election Form.
*3.4 Directors' Circular prepared by the board of directors of Trilon
Financial Corporation dated April 11, 2002.
*3.5 Valuation and Fairness Opinion of TD Securities Inc. to the
Independent Committee as to the fair market value of the Trilon Shares
and the opinion of TD Securities Inc. as to whether the consideration
to be received in the Offer is fair, from a financial point of view,
to the shareholders of Trilon Financial Corporation other than Brascan
Corporation and its affiliates dated as of April 9, 2002 (included as
Schedule A to Exhibit 3.4 to this Registration Statement).
*3.6 Management Information Circular of Brascan Corporation dated February
28, 2002 in connection with the 2002 Annual Meeting of Shareholders,
other than the sections entitled "Report of the Management Resources
and Compensation Committee", "Performance Graph" and "Corporate
Governance."
*3.7 Annual Information Form of Brascan Corporation dated May 15, 2001
(incorporated herein by reference to the Registrant's annual report on
Form 40-F/A dated May 21, 2001, file no. 033-97038).
*3.8 Management's Discussion and Analysis of the financial results of
Brascan Corporation for the fiscal year ended December 31, 2001,
included as pages 17 through 44 of the 2001 Annual Report of Brascan
Corporation (incorporated herein by reference to the Registrant's
annual report on Form 40-F filed April 3, 2002, file no. 033-97038).
*3.9 Audited Comparative Consolidated Financial Statements of Brascan
Corporation and the notes thereto for the fiscal year ended December
31, 2001, together with the report of the auditors thereon, included
as pages 45 through 67 of the 2001 Annual Report of Brascan
Corporation (incorporated herein by reference to the Registrant's
annual report on Form 40-F filed April 3, 2002, file no. 033-97038).
*4.1 Consent of Torys LLP (included in Part I of this Registration
Statement).
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*4.2 Consent of TD Securities Inc. (included in Part I of this Registration
Statement).
*4.3 Consent of Deloitte & Touche LLP (included in Part I of this Registration
Statement).
*5.1 Powers of Attorney (set forth on the signature pages of this Registration
Statement).
*5.2 Form F-X (incorporated herein by reference to the Registrant's
appointment of agent for service of process and undertaking on Form F-X
filed November 26, 2001, file no. 333-14130).
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*Previously filed.
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PART III
UNDERTAKINGS AND CONSENT TO SERVICE OF PROCESS
Item 1. Undertakings.
(a) Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the U.S. 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 this Registration Statement on
Form F-8 or to transactions in said securities.
(b) Registrant further undertakes to disclose in the United States, on the
same basis as it is required to make such disclosure pursuant to any
applicable Canadian federal and/or provincial or territorial law,
regulation or policy, information regarding purchases of the
Registrant's securities or of the subject issuer's securities during
the exchange offer. Such information shall be set forth in amendments
to this Registration Statement on Form F-8.
Item 2. Consent to Service of Process.
Registrant has filed with the Commission a written Irrevocable Consent and
Power of Attorney on Form F-X.
III-1
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-8 and has duly caused this Post-Effective
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Toronto, Province of
Ontario, Country of Canada on the 17th day of May, 2002.
BRASCAN CORPORATION
By: /s/ Alan V. Dean
--------------------------------
Name: Alan V. Dean
Title: Senior Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment to the Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
*------------------------- President and Chief Executive May 17, 2002
J. Bruce Flatt Officer and Director (Principal
Executive Officer)
/s/ Brian D. Lawson Executive Vice-President and Chief May 17, 2002
--------------------------- Financial Officer (Principal
Brian D. Lawson Financial Officer)
*-------------------------- Vice-President, Finance (Principal
Craig J. Laurie Accounting Officer) May 17, 2002
*-------------------------- Director May 17, 2002
Roberto P. Cezar de Andrade
*-------------------------- Director May 17, 2002
Lord Black of Crossharbour
--------------------------- Director May , 2002
James J. Blanchard
*--------------------------- Co-Chairman and Director May 17, 2002
Jack L. Cockwell
---------------------------- Director May , 2002
John P. Curtin, Jr.
*--------------------------- Director May 17, 2002
The Honourable J. Trevor
Eyton, O.C.
*--------------------------- Director May 17, 2002
Julia E. Foster
*--------------------------- Director May 17, 2002
James K. Gray, O.C.
*--------------------------- Director May 17, 2002
Lynda C. Hamilton
*--------------------------- Chairman and Director May 17, 2002
Robert J. Harding, FCA
*--------------------------- Director May 17, 2002
David W. Kerr
*--------------------------- Director May 17, 2002
Allen T. Lambert, O.C.
*--------------------------- Director May 17, 2002
Philip B. Lind
*--------------------------- Director May 17, 2002
The Honourable Roy MacLaren,
P.C.
*--------------------------- Director May 17, 2002
Saul Shulman, Q.C.
---------------------------- Director May , 2002
George S. Taylor
* By: /s/ Brian D. Lawson
-----------------------
Name: Brian D. Lawson
Title: Attorney-in-fact
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933,
as amended, the Authorized Representative has duly caused this Post-Effective
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, solely in its capacity as the duly authorized representative of
Brascan Corporation in the United States, on May 17, 2002.
TORYS LLP
(Authorized Representative)
By: /s/ Andrew J. Beck
---------------------------------
Andrew J. Beck
Partner