UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Amendment No. 1 to Form 40-F

 

on

 

FORM 40-F/A

 

 [Check one]

o

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, 2011                 Commission file number    001-15214

 

 

TRANSALTA CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

Not applicable

(Translation of Registrant’s name into English (if applicable))

 

Canada

(Province or other jurisdiction of incorporation or organization)

 

4911

(Primary Standard Industrial Classification Code Number (if applicable))

 

 

Not Applicable

(I.R.S Employer Identification Number (if applicable))

 

 

110-12th Avenue S.W., Box 1900, Station “M”,

Calgary, Alberta, Canada, T2P 2M1,

(403) 267-7110

(Address and telephone number of Registrant’s principal executive offices)

 

 

CT Corporation System, 111 8th Avenue, 13th Floor,

New York, New York, 10011, (212) 894-8400

(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

 

 

 

 

 

 

Common Shares, no par value

New York Stock Exchange

 

 

Common Share Purchase Rights

New York Stock Exchange

 

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

 

None

(Title of Class)

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

 

None

(Title of Class)

 

For annual reports, indicate by check mark the information filed with this form:

 

xAnnual 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:

 

At December 31, 2011, 223,631,000 common shares were issued and outstanding.

 

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    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.

 

Yes  xNo  o

 

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  xNo  o

 



 

EXPLANATORY NOTE

 

This Form 40-F/A is being filed solely to make the following amendments to the Registrant’s Form 40-F filed on March 2, 2012 (the “Form 40-F”):

 

1.             To amend Exhibit 13.3 of the Form 40-F by filing herewith as Exhibit 99.1 a corrected “Independent Auditors Report of Registered Public Accounting Firm,” which shall replace, in its entirety, page 70 of Exhibit 13.3 of the Form 40-F,  which inadvertently omitted to state that in the opinion of the Registrant’s Registered Public Accounting Firm, the consolidated financial statements present fairly in all material respects, the financial position of TransAlta Corporation at December 31, 2011 and 2010, and January 1, 2010, and its financial performance and its cash flows for the years ended December 31, 2011 and 2010, in accordance with International Financial Reporting Standards “as issued by the International Accounting Standards Board”.

 

2.             To update, as of the date of this Form 40-F/A that the members of the Registrant’s Audit and Risk Committee, or ARC, are:

 

William D. Anderson (Chair)
Michael M. Kanovsky
Gordon S. Lackenbauer
Karen E. Maidment

 

3.             To file the exhibits identified below under the heading “Documents Filed As Part Of This Report and Exhibits.”

 

 

INCORPORATION BY REFERENCE

 

The documents forming part of this Form 40-F/A, are incorporated by reference into the following registration statements under the Securities Act of 1933, as amended.

 

 

Form

Registration No.

S-8

333-72454

S-8

333-101470

F-10

333-162418

F-10

333-170465

 



 

DOCUMENTS FILED AS PART OF THIS REPORT AND EXHIBITS

 

The following items are filed herewith and specifically incorporated by reference in, and form an integral part of, this filing on Form 40-F/A:

 

23.1

Consent of Ernst & Young LLP Chartered Accountants.

31.1

Certification of President and 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.

99.1

Independent Auditors’ Report of Registered Public Accounting Firm dated as of March 1, 2012. 

 



 

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 Form 40 F/A to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Calgary, Province of Alberta, Canada.

 

 

 

  TRANSALTA CORPORATION

 

 

 

 

 

 

 

 

 

  /s/ Brett Gellner

 

 

  Brett Gellner

 

  Chief Financial Officer

 

 

 

 

Dated: September 24, 2012

 

 



 

EXHIBIT INDEX

 

23.1

Consent of Ernst & Young LLP Chartered Accountants.

31.1

Certification of President and 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.

99.1

Independent Auditors’ Report of Registered Public Accounting Firm dated as of March 1, 2012.