<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1999
REGISTRATION NO. 33-57920
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 7
ON FORM S-3
TO
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
POTASH CORPORATION OF SASKATCHEWAN INC.
(Exact name of Registrant as specified in its charter)
------------------------
<TABLE>
<S> <C>
Saskatchewan, Canada N/A
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
122 - 1st Avenue South
Saskatoon, Saskatchewan, Canada S7K 7G3
306-933-8500
(Address and telephone number of Registrant's principal executive offices)
------------------------
Charles E. Childers
Potash Corporation of Saskatchewan Inc.
122 - 1st Avenue South
Saskatoon, Saskatchewan, Canada S7K 7G3
306-933-8500
(Name, address and telephone number of agent for service)
------------------------
The Commission is requested to send copies of all communications to:
<TABLE>
<S> <C>
Craig B. Brod, Esq. Leslie W. Prosser, Q.C.
Cleary, Gottlieb, Steen & Hamilton Robertson Stromberg
One Liberty Plaza 600, 105 21st Street East
New York, New York 10006-1470 Saskatoon, Saskatchewan, Canada S7K 0B3
</TABLE>
------------------------
Approximate date of commencement of proposed sale to the public: From time
to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), other than securities offered in connection with
dividend or interest reinvestment plans, please check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box. [ ]
Securities registered: Common shares authorized for sale under the Dividend
Reinvestment Plan.
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- --------------------------------------------------------------------------------
<PAGE> 2
PROSPECTUS
POTASH CORPORATION OF SASKATCHEWAN INC.
COMMON SHARES
DIVIDEND REINVESTMENT PLAN
This prospectus relates to the offering by Potash Corporation of
Saskatchewan Inc. to holders of its common shares of the right to participate in
its Dividend Reinvestment Plan. The Dividend Reinvestment Plan allows
shareholders to reinvest cash dividends on common shares in newly issued common
shares at market value, without brokerage commissions.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER
REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON
THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this prospectus is April 28, 1999.
<PAGE> 3
No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You must
not rely on any unauthorized information or representations. This prospectus is
an offer to sell or to buy only the common shares offered hereby, but only under
circumstances and in jurisdictions where it is lawful to do so. The information
contained in this prospectus is current only as of its date.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Enforcement of Civil Liabilities............................ 2
Additional Information and Incorporation by Reference....... 3
The Company................................................. 4
The Plan.................................................... 4
Certain Income Tax Considerations........................... 6
Use Of Proceeds............................................. 7
Legal Matters............................................... 7
Experts..................................................... 7
Indemnification............................................. 7
</TABLE>
ENFORCEMENT OF CIVIL LIABILITIES
Potash Corporation of Saskatchewan Inc. (the "Company") is incorporated
under the laws of the Province of Saskatchewan. Most of our directors and
officers (and our independent chartered accountants) reside outside the United
States (in Canada). Substantially all of the assets of these persons are located
outside the United States. It may not be possible for investors to effect
service of process within the United States upon these persons or to enforce
against the Company or these persons judgments obtained in the U.S. courts
predicated upon the civil liability provisions of the federal securities laws of
the United States. The Company has been advised by its Canadian counsel,
Robertson Stromberg, that there is some doubt as to the enforceability in Canada
in original actions, or in actions for enforcement of judgments of U.S. courts,
of civil liabilities predicated upon the federal securities laws of the United
States.
2
<PAGE> 4
ADDITIONAL INFORMATION AND INCORPORATION BY REFERENCE
The Company must comply with the U.S. Securities Exchange Act of 1934 (the
"Exchange Act"). Accordingly, we file annual, quarterly and special reports,
proxy statements and other information with the U.S. Securities and Exchange
Commission (the "SEC") (Commission File Number 1-10351). You may read and copy
any reports, proxy statements or other information we file at the SEC's public
reference rooms, including its public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 800-SEC-0330 for further
information on its public reference rooms. You may also access our SEC filings
at the SEC's Internet site (http://www.sec.gov). In addition, we file reports
and other information with the New York Stock Exchange, where our common shares
are listed. You may read these documents at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.
This prospectus is part of a registration statement on Form S-3 that we
filed with the SEC to register the common shares offered under the Dividend
Reinvestment Plan. It does not repeat important information that you can find in
our registration statement, reports and other documents that the we file with
the SEC. The SEC allows us to "incorporate by reference", which means that we
can disclose important information to you by referring you to other documents
which are legally considered to be a part of this prospectus. These documents
are as follows:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1998;
2. The Company's Registration Statement on Form 8-A, dated September 28,
1989, as amended on December 16, 1994; and
3. All documents filed by the Company under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this prospectus and prior
to the termination of this offering.
WE WILL PROVIDE ANY PERSON TO WHOM THIS PROSPECTUS IS DELIVERED, INCLUDING
ANY BENEFICIAL OWNER OF COMMON SHARES, COPIES OF ANY OF THE ABOVE DOCUMENTS FREE
OF CHARGE. YOU MAY OBTAIN THESE DOCUMENTS BY CONTACTING THE COMPANY'S SECRETARY
BY MAIL OR TELEPHONE AT 122 - 1ST AVENUE SOUTH, SASKATOON, SASKATCHEWAN, CANADA
S7K 7G3 ((306) 933-8500). OUR SEC FILINGS ARE ALSO AVAILABLE FROM OUR INTERNET
WEBSITE AT HTTP://WWW.POTASHCORP.COM.
As you read the above documents, you may find some differences in
information from one document to another. If you find inconsistencies between
the documents and this prospectus, you should rely on the statements made in the
most recent document. You should rely only on the information contained in this
document or incorporated by reference. We have not authorized anyone to provide
you with information that is different.
3
<PAGE> 5
THE COMPANY
The Company is one of the world's largest integrated fertilizer and related
industrial and feed products companies. The Company's common shares (the
"Shares") are listed on The Toronto Stock Exchange and The Montreal Exchange in
Canada and the New York Stock Exchange in the United States. Our principal
executive offices are located at 122 - 1st Avenue South, Saskatoon,
Saskatchewan, Canada S7K 7G3, and our telephone number is (306) 933-8500.
In this prospectus, the "Company" refers to Potash Corporation of
Saskatchewan Inc. and its subsidiaries, unless the context otherwise requires.
THE PLAN
The Dividend Reinvestment Plan (the "Plan") allows shareholders of the
Company to reinvest cash dividends on Shares and obtain newly issued Shares
directly from the Company at the Market Value per Share, which is defined below
under "Number of Shares".
PARTICIPATION
You may become a participant in the Plan (a "Participant") if you are a
shareholder registered in the records of the Company. If you are a beneficial
owner of Shares that are not registered in your name, you may become a
Participant by having the Shares transferred into your name or you may arrange
for the record holder to participate in the Plan on your behalf.
As a Participant, you may reinvest cash dividends paid on all or a portion
of your Shares, less any applicable withholding tax, in newly issued Shares.
Participation commences on the dividend record date following receipt by CIBC
Mellon Trust Company (the "Agent") of a duly completed form relating to
participation. Participation continues concerning Shares included in the Plan
unless and until participation is terminated pursuant to the Plan.
If you have any questions about the Plan, please contact the Agent at: CIBC
Mellon Trust Company, 1080 2002 Victoria Avenue, Regina, Saskatchewan, Canada
S4P 0R7 ((306) 751-7550).
NUMBER OF SHARES
The number of Shares to which a Participant is entitled, in connection with
a cash dividend on Shares subject to the Plan, is determined by dividing the
aggregate cash dividend on such Shares, less any applicable withholding tax, by
the Market Value per Share. "Market Value per Share" is the average of the per
Share closing sales prices for board lots of Shares on the Toronto Stock
Exchange and for round lots of Shares reported in the New York Stock Exchange --
Consolidated Trading for the five trading days immediately prior to the dividend
payment date. For a Participant whose registered address is in Canada, Market
Value per Share is expressed in Canadian dollars; for other Participants, in
United States dollars. In the calculations, currency conversions are made at the
Bank of Canada noon rates of exchange on the trading days.
The Agent will credit the account of each Participant, as of each dividend
payment date, with the number of newly issued Shares, including, if applicable,
a fraction of a Share calculated to three decimal places, to which the
Participant becomes entitled.
Shares, including fractions of Shares, acquired under the Plan are, in
turn, subject to the Plan, until Participation is terminated pursuant to the
Plan.
STATEMENTS OF ACCOUNT
The Agent will maintain an account for each Participant relating to the
Participant's Shares subject to the Plan and will mail a statement of account to
each Participant after each dividend payment. This statement will set forth the
cash dividends paid on the Shares subject to the Plan, the withholding taxes if
applicable, the number of newly issued Shares, including fractions, resulting
from reinvestment of the net dividends, the
4
<PAGE> 6
purchase price per Share and the total number of Shares, including fractions,
subject to the Plan, credited to the account of the Participant.
CERTIFICATES FOR SHARES
As a Participant, you may at any time obtain a certificate for any number
of whole Shares subject to the Plan credited to your account (not represented by
an outstanding certificate) by written request to the Agent.
VOTING OF SHARES
As a Participant, you may direct the voting of whole Shares held for you in
connection with any meeting of the shareholders of the Company. A fractional
Share does not carry the right to vote.
SALE OR OTHER TRANSFER OF SHARES
To sell or otherwise transfer Shares credited to a Participant's account,
the Participant must obtain a certificate representing such Shares. A
certificate may only be issued for a whole number of Shares. The Company will
not recognize a pledge of, or other encumbrance against, the Shares credited to
an account under the Plan for which a certificate has not been issued. If a
Participant transfers a portion of Shares registered in the Participant's name
in connection with a sale or otherwise, the transfer will be deemed, in the
absence of written instructions to the contrary, to have been made first out of
the Shares, if any, which are not subject to the Plan.
TERMINATION OF PARTICIPATION
As a Participant, you may, at any time by written notice to the Agent,
terminate participation as to all or a portion of your Shares subject to the
Plan. Subsequent dividends on the Shares being withdrawn will be paid in cash
and not reinvested in Shares. Participation in the Plan will terminate
automatically upon receipt by the Agent of written notice of the death of a
Participant.
When participation terminates, a certificate for the appropriate number of
whole Shares will be issued and mailed to the terminated Participant with a
check for the market value of any fraction of a Share, calculated by the Company
or the Agent pursuant to any reasonable method. In general, the termination will
be effective when a notice of termination is received by the Agent. However, if
the notice of termination is received after a dividend record date but on or
before the related dividend payment date, the termination will be effective on
the business day immediately following the dividend payment date.
ADMINISTRATION AND COSTS
The Agent will administer the Plan and the Company will bear all costs of
administration.
RESPONSIBILITY OF THE COMPANY AND THE AGENT
The Company and the Agent will not be liable under the Plan for any act or
omission made in good faith.
AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN
The Company has the right to amend, suspend or terminate the Plan at any
time. However, any of these actions will not have any retroactive effect in
connection with cash dividends previously reinvested. Written notice of any
action by the Company affecting the Plan will be sent to each Participant. If
the Plan is terminated, a certificate for the appropriate number of whole Shares
will be issued and mailed to each Participant with a check for the proceeds of
sale of any fraction of a Share.
5
<PAGE> 7
CERTAIN INCOME TAX CONSIDERATIONS
The following summary is of a general nature and is not intended to be, nor
should it be construed to be, legal or tax advice to any Participant in the
Plan. This discussion does not purport to deal with all aspects of Canadian and
U.S. federal income taxation that may be relevant to Participants in the Plan
and does not take into account Canadian provincial or territorial tax laws, U.S.
state or local tax laws, or tax laws of jurisdictions outside of Canada and the
United States. The following is based upon the tax laws of Canada and the United
States as in effect on the date of this prospectus, which are subject to change.
Participants should consult their own tax advisers with respect to their
particular circumstances.
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
The following summarizes the principal Canadian federal income tax
considerations under the Income Tax Act (Canada) (the "Act") generally
applicable to participation in the Plan by a Participant who (i) throughout the
period during which the Participant owns Shares, is not resident in Canada for
purposes of the Act and is a resident of the United States for purposes of the
Canada-United States Income Tax Convention (the "Convention"), (ii) holds Shares
as capital property, (iii) deals at arm's length with the Company, (iv) does not
use or hold, and is not deemed to use or hold, such Shares in, or in the course
of, carrying on a business or providing independent personal services in Canada,
and (v) does not own (or is not treated as owning) 10% or more of the
outstanding voting shares of the Company (a "U.S. Participant").
Dividends paid or credited on Shares owned by a U.S. Participant and
designated for reinvestment under the Plan will be subject to Canadian
withholding tax under the Act at a rate of 25% on the gross amount of the
dividends. The rate of withholding tax generally is reduced under the Convention
to 15% where the U.S. Participant is the beneficial owner of the dividends. The
Convention generally provides an exemption from Canadian income tax for
dividends earned by (i) certain U.S. exempt organizations (such as educational
and charitable organizations), and (ii) certain entities and other arrangements
(including pension funds and individual retirement accounts) that generally are
exempt from United States income taxation and that are operated exclusively to
administer or provide employee benefits.
A gain realized by a U.S. Participant on a disposition or deemed
disposition of Shares generally will not be subject to tax under the Act unless
such Shares constitute taxable Canadian property within the meaning of the Act.
Even if such Shares constituted taxable Canadian property, such gain generally
will be exempt from Canadian income tax under the Convention as long as the
value of the Shares is not derived principally from real property situated in
Canada.
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following summarizes the principal U.S. federal income tax
considerations applicable to a U.S. Participant in the Plan. This summary does
not purport to be a comprehensive description of all the tax considerations that
may be relevant to a particular U.S. Participant's decision to participate in
the Plan.
Prospective U.S. Participants should consult their own advisers regarding
the tax consequences of the Plan, including, in particular, the effect of any
state, local or other national laws.
A U.S. Participant generally will recognize foreign source dividend income
in an amount equal to the U.S. dollar equivalent of the sum of the fair market
value of the Shares purchased with reinvested dividends on the payment date plus
the amount of Canadian withholding tax. Such dividend income will not be
eligible for the dividends-received deduction generally provided to corporations
receiving dividends from certain U.S. corporations. Canadian withholding tax at
the applicable Convention rates will be treated as a foreign income tax. In
general, a U.S. Participant may elect to claim either a deduction or, subject to
generally applicable limitations, a credit for foreign income taxes in computing
its U.S. federal income tax liability.
Upon a sale or other disposition of Shares, a U.S. Participant generally
will recognize gain or loss equal to the difference between the amount realized
on such sale or disposition and the adjusted tax basis of such Shares. If Shares
are held as capital assets, any such gain or loss will be capital gain or loss.
6
<PAGE> 8
\USE OF PROCEEDS
The net proceeds from issuance of Shares offered hereby will be added to
the general funds of the Company and made available for general corporate
purposes. The Company is unable to estimate the aggregate amount of proceeds
from Shares which may be purchased under the Plan.
LEGAL MATTERS
The validity of the Shares issued under the Plan has been passed upon for
the Company by Robertson Stromberg, Saskatoon, Saskatchewan, Canada. Certain
legal matters as to United States law have been passed upon for the Company by
Cleary, Gottlieb, Steen & Hamilton, New York, New York. E. Robert Stromberg,
Q.C., a partner of Robertson Stromberg, is a director of the Company.
EXPERTS
The financial statements incorporated in this prospectus by reference to
the Company's Annual Report on Form 10-K for the year ended December 31, 1998
have been so incorporated in reliance on the report of Deloitte & Touche LLP,
independent chartered accountants, and on their authority as experts in auditing
and accounting.
INDEMNIFICATION
Section 119 of The Business Corporations Act (Saskatchewan) authorizes
corporations to indemnify past and present directors and officers for
liabilities incurred in connection with their services as such (including
expenses and settlement payments) if the director or officer acted honestly and
in good faith with a view to the best interests of the corporation and, in the
case of a criminal or administrative proceeding, if the director or officer had
reasonable grounds for believing his or her conduct involved was lawful. In the
case of a suit by or on behalf of the corporation, a court must approve the
indemnification. Section 10.04 of the Company's bylaws requires that the Company
indemnify directors and officers to the extent permitted by law. The Company has
entered into Agreements of Indemnification with its directors and officers
providing for indemnification permitted by law. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
7
<PAGE> 9
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Incremental expenses associated with the Post-Effective Amendment are
related primarily to printing and distribution of the prospectus and are
estimated to be approximately U.S. $1,300.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 119 of The Business Corporations Act (Saskatchewan) authorizes
corporations to indemnify past and present directors and officers for
liabilities incurred in connection with their services as such (including
expenses and settlement payments) if the director or officer acted honestly and
in good faith with a view to the best interests of the corporation and, in the
case of a criminal or administrative proceeding, if he or she had reasonable
grounds for believing his or her conduct was lawful. In the case of a suit by or
on behalf of the corporation, a court must approve the indemnification.
Saskatchewan corporations are statutorily authorized to maintain insurance for
directors and officers entitled to indemnification under the standards set forth
above.
The Registrant has in force a Directors' and Officers' Liability Insurance
Policy pursuant to which the Registrant, its subsidiaries and their respective
officers and directors are insured by the insurer in connection with certain
claims made against them, including liabilities arising in respect of securities
laws.
Section 10.04 of the Registrant's Bylaws provides that the Registrant shall
indemnify directors and officers to the extent permitted by law.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<C> <S>
5 Opinion of Robertson Stromberg concerning legality of the
securities being registered.*
23.1 Consent of Deloitte & Touche LLP (independent chartered
accountants).
23.2 Consent of Robertson Stromberg is contained in the opinion
of counsel filed as Exhibit 5.*
23.3 Consent of Cleary, Gottlieb, Steen & Hamilton.
24 Power of Attorney.*
</TABLE>
- ---------------
* Filed previously
ITEM 17. UNDERTAKINGS
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement, unless,
in the case of paragraphs 1(i) and 1(ii), the information required to be
included in such post-effective amendment is contained in a periodic report
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act and incorporated herein by reference.
II-1
<PAGE> 10
(2) That, for the purpose of determining any liability under the Securities
Act, each post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for the purpose of determining liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section 13(a)or
15(d) of the Exchange Act that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 15 above or otherwise,
the Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-2
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Saskatoon, Province of Saskatchewan, Canada, on
this 28th day of April, 1999.
POTASH CORPORATION OF SASKATCHEWAN INC.
By: /s/ BARRY E. HUMPHREYS
------------------------------------------
BARRY E. HUMPHREYS
SENIOR VICE PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed by or on behalf of the following
persons in the capacities indicated on the 28th day of April, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
* Chairman of the Board and Chief Executive
- --------------------------------------------------- Officer
CHARLES E. CHILDERS
/s/ BARRY E. HUMPHREYS Senior Vice President, Finance and Treasurer
- --------------------------------------------------- (Principal Financial and Accounting Officer)
BARRY E. HUMPHREYS
* Director
- ---------------------------------------------------
ISABEL B. ANDERSON
* Director
- ---------------------------------------------------
DOUGLAS J. BOURNE
* Director
- ---------------------------------------------------
DENIS J. COTE
* Director
- ---------------------------------------------------
WILLIAM J. DOYLE
* Director
- ---------------------------------------------------
WILLARD Z. ESTEY
* Director
- ---------------------------------------------------
DALLAS J. HOWE
* Director
- ---------------------------------------------------
JAMES F. LARDNER
* Director
- ---------------------------------------------------
DONALD E. PHILLIPS
* Director
- ---------------------------------------------------
PAUL J. SCHOENHALS
* Director
- ---------------------------------------------------
DARYL K. SEAMAN
</TABLE>
II-3
<PAGE> 12
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
* Director
- ---------------------------------------------------
E. ROBERT STROMBERG
* Director
- ---------------------------------------------------
JACK G. VICQ
* Director
- ---------------------------------------------------
BARRIE A. WIGMORE
* Director
- ---------------------------------------------------
PAUL S. WISE
</TABLE>
AUTHORIZED REPRESENTATIVE
IN THE UNITED STATES
PCS PHOSPHATE COMPANY, INC.
By /s/ THOMAS J. WRIGHT
----------------------------
THOMAS J. WRIGHT
PRESIDENT
*By: /s/ BARRY E. HUMPHREYS
-------------------------------------
BARRY E. HUMPHREYS, PURSUANT
TO POWER-OF-ATTORNEY
II-4
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
5 Opinion of Robertson Stromberg concerning legality of the
securities being registered.*
23.1 Consent of Deloitte & Touche LLP (independent chartered
accountants).
23.2 Consent of Robertson Stromberg is contained in the opinion
of counsel filed as Exhibit 5.*
23.3 Consent of Cleary, Gottlieb, Steen & Hamilton.
24 Power of Attorney.*
</TABLE>
- ---------------
* Filed previously
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
POTASH CORPORATION OF SASKATCHEWAN INC.
We hereby consent to (a) the use, through incorporation by reference in
Registration Statement No. 33-57920, of our report dated February 10, 1999,
which is incorporated by reference in the Company's Annual Report on Form 10-K
for the year ended December 31, 1998, and (b) the reference to us under the
heading "Experts" in such Registration Statement.
/s/
- ---------------------------------------------
DELOITTE & TOUCHE LLP
CHARTERED ACCOUNTANTS
Saskatoon, Saskatchewan, Canada
April 28, 1999
<PAGE> 1
EXHIBIT 23.3
CONSENT OF CLEARY, GOTTLIEB, STEEN & HAMILTON
We hereby consent to the reference to us under the heading "Legal Matters"
in the prospectus constituting part of this Registration Statement on Form S-3
(Registration No. 33-57920). By giving such consent, we do not thereby admit
that we are experts with respect to any part of the Registration Statement,
including this exhibit, within the meaning of the term "expert" as used in the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder.
CLEARY, GOTTLIEB, STEEN & HAMILTON
By: /s/ Craig B. Brod
------------------------------------
Craig B. Brod, a Partner
Dated: April 28, 1999
