40-F 1 form40f_2005.txt ANNUAL REPORT - 2005 UNITED STATES 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 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, 2005 Commission File Number 0-30514 ------------------- ------- ARC ENERGY TRUST -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) N/A -------------------------------------------------------------------------------- (Translation of Registrant's name into English (if applicable)) ALBERTA -------------------------------------------------------------------------------- (Province or other jurisdiction of incorporation or organization) 1311 -------------------------------------------------------------------------------- (Primary Standard Industrial Classification Code Number (if applicable)) NOT APPLICABLE -------------------------------------------------------------------------------- (I.R.S. Employer Identification Number (if applicable)) 2100, 440 2ND AVENUE S.W., CALGARY, ALBERTA, CANADA T2P 5E9 (403) 503-8600 -------------------------------------------------------------------------------- (Address and telephone number of Registrant's principal executive offices) CORPORATION SERVICE COMPANY, 2711 CENTERVILLE ROAD, SUITE 400, WILMINGTON, DELAWARE 19805 (302) 636-5401 -------------------------------------------------------------------------------- (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. Name of each exchange Title of each class on which registered N/A N/A ------------------- ------------------- Securities registered or to be registered pursuant to Section 12(g) of the Act. TRUST UNITS -------------------------------------------------------------------------------- (Title of Class) -------------------------------------------------------------------------------- (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. N/A -------------------------------------------------------------------------------- (Title of Class) For annual reports, indicate by check mark the information filed with this Form: |X| Annual information form |X| Audited annual financial statements 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. 199,104,759 Trust Units 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 82-_________ 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. [X] Yes [_] No 2 PRINCIPAL DOCUMENTS The following documents have been filed as part of this Annual Report on Form 40-F: A. ANNUAL INFORMATION FORM For our Annual Information Form for the fiscal year ended December 31, 2005, see Exhibit 99.1 of this Annual Report on Form 40-F. B. AUDITED ANNUAL FINANCIAL STATEMENTS For our Consolidated Financial Statements for the fiscal year ended December 31, 2005, including the report of independent registered chartered accountants with respect thereto, see Exhibit 99.2 of this Annual Report on Form 40-F. For a reconciliation of important differences between Canadian and United States generally accepted accounting principles, see Note 20 of the Notes to the Consolidated Financial Statements. C. MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS For Management's Discussion and Analysis and Results of Operations for the fiscal year ended December 31, 2005, see Exhibit 99.3 of this Annual Report on Form 40-F. CONTROLS AND PROCEDURES A. DISCLOSURE CONTROLS AND PROCEDURES The Registrant's Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of the Registrant's disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 40-F (the "evaluation date"). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the evaluation date, the design and operation of the Registrant's disclosure controls and procedures were effective in ensuring that material information relating to the Registrant and its consolidated subsidiaries would be made known to them by others within those entities, particularly during the period in which this report was being prepared. B. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There have been no changes to the Registrant's internal control over financial reporting or in other factors that have materially affected or are reasonably likely to materially affect internal control over financial reporting subsequent to the evaluation date. AUDIT COMMITTEE FINANCIAL EXPERT The Board of Directors (the "Board") of ARC Resources Ltd. has determined that Mr. Fred Dyment is an audit committee financial expert (as defined in paragraph 8(b) of General Instruction B to Form 40-F). Mr. Dyment is an independent member of the Board as defined under New York Stock Exchange Rule 303A(1). CODE OF ETHICS The Registrant has adopted a code of ethics (as that term is defined in Form 40-F) that applies to its principal executive officer, principal financial officer and controller. The code of ethics has been posted on the Registrant's website at www.arcresources.com. Since the adoption of the code of ethics, there have not been any amendments to the code of ethics (except for administrative amendments to co-ordinate the code of ethics with the Registrant's whistleblower policy), or waivers, including implicit waivers, from any provision of the code of ethics. The 3 Registrant will post on its website any amendment to, or waiver of, a provision of its code of ethics which requires disclosure within five business days following the date of any such amendment or waiver. PRINCIPAL ACCOUNTANT FEES AND SERVICES AUDIT FEES The following sets forth the aggregate fees billed for each of the two past fiscal years for professional fees to the principal accountants of the Registrant for the audit of the annual financial statements or for services normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. All dollar amounts herein are Canadian dollars. Fiscal year ended December 31, 2004 $235,000 Fiscal year ended December 31, 2005 $280,750 AUDIT-RELATED FEES The following sets forth additional aggregate fees to those reported under "Audit Fees" in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the financial statements: Fiscal year ended December 31, 2004 $ 46,165 Fiscal year ended December 31, 2005 $110,900 The services for the fiscal year ended December 31, 2004 and the services for the fiscal year ended December 31, 2005 related to the French translation of certain publicly filed financial documents. TAX FEES The following sets forth the aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for municipal property tax compliance, tax advice and tax planning: Fiscal year ended December 31, 2004 $ 72,503 Fiscal year ended December 31, 2005 $110,532 ALL OTHER FEES The following sets forth the aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant not described above: Fiscal year ended December 31, 2004 $NIL Fiscal year ended December 31, 2005 $NIL AUDIT COMMITTEE PRE-APPROVAL The Registrant's audit committee pre-approves every engagement by the Registrant of Deloitte & Touche LLP to render audit or non-audit services. All of the services described above were approved by the audit committee. OFF-BALANCE SHEET ARRANGEMENTS The Registrant has no material off-balance sheet arrangements that have or are reasonably likely to have a current or 4 future effect on the Registrant's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. For a discussion of the Registrant's other off-balance sheet arrangements, see page 14 of the Registrant's Management's Discussion and Analysis and Results of Operations for the fiscal year ended December 31, 2005, which is filed as Exhibit 99.3 to this Annual Report on Form 40-F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS See page 14 of the Registrant's Management's Discussion and Analysis and Results of Operations for the fiscal year ended December 31, 2005, which is filed as Exhibit 99.3 to this Annual Report on Form 40-F. 5 UNDERTAKING AND CONSENT TO SERVICE OF PROCESS A. 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 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 A Form F-X signed by the Registrant and its agent for service of process was previously filed with the Commission in connection with the Trust Units. Any change to the name and address of the agent for service 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. 6 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. ARC ENERGY TRUST (the Registrant) By /s/ John P. Dielwart ------------------------------------- John P. Dielwart President and Chief Executive Officer Date: March 29, 2006 7 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION -------------- ----------- 99.1 Annual Information Form for the fiscal year ended December 31, 2005. 99.2 Consolidated Financial Statements for the fiscal year ended December 31, 2005 (note 20 to the Consolidated Financial Statements relates to the United States Generally Accepted Accounting Principles (U.S. GAAP)). 99.3 Management's Discussion and Analysis and Results of Operations for the fiscal year ended December 31, 2005. 99.4 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934. 99.5 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934. 99.6 Certifications of Chief Executive Officer pursuant to Rule 13(a)-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350). 99.7 Certifications of Chief Financial Officer pursuant to Rule 13(a)-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350). 99.8 Consent of Independent Registered Chartered Accountants. 99.9 Consent of GLJ Petroleum Consultants Ltd. to the inclusion of the Report dated February 23, 2006 evaluating the reserves of ARC Resources Ltd. and ARC (Sask.) Energy Trust. 8