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As filed with the
Securities and Exchange Commission on November 26, 2004 Registration No.
-   U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 Form F-10 REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933 Rogers Communications Inc.  British Columbia(Province or other jurisdiction of
incorporation or organization)
    
    4841(Primary Standard Industrial
Classification Code Number)
    
    Not Applicable(I.R.S. Employer
Identification Number)
 333 Bloor Street East, 10th Floor
Toronto, Ontario M4W 1G9
(416) 935-7777(Address and telephone number of Registrants principal executive offices) CT Corporation System
111 Eighth 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) Copies to: John T. Gaffney, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York
10019-7475
    
    David P. Miller, Esq.
Rogers Communications Inc.
333 Bloor Street East
10th Floor
Toronto, Ontario M4W 1G9
 Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this Registration Statement becomes
effective. Province of Ontario, Canada(Principal jurisdiction regulating this offering)




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It is proposed that this filing shall become effective (check appropriate box)  A.
    
    þ upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States
and Canada).B.
    
    o at some future date (check the appropriate box below).  1.
    
    o pursuant to Rule 467(b) on (          ) at (          ) (designate a
time not sooner than 7 calendar days after filing).2.
    
    o pursuant to Rule 467(b) on (          ) at (          ) (designate a
time 7 calendar days or sooner after filing) because the securities regulatory authority in the review
jurisdiction has issued a receipt or notification of clearance on.3.
    
    o pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the
Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or
notification of clearance has been issued with respect hereto.4.
    
    o after the filing of the next amendment to this Form (if preliminary material is being filed). 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 o CALCULATION OF REGISTRATION FEE Proposed maximumTitle of securities
    
    Amount to be
    
    aggregate offering
    
    Amount ofto be registered
    
    registered (1)
    
    price (2)
    
    registration feeClass B Non-Voting Shares
    
    29,375,976
    
    $713,920,149
    
    $90,454
 (1) Represents the maximum
number of shares of Class B
Non-Voting Shares of the Registrant estimated to be issuable upon
consummation of the exchange offer for all of the outstanding
Class B
Restricted Voting Shares of Rogers Wireless Communications Inc.
(RWCI)
not owned by the Registrant and its subsidiaries, calculated as the product of (a) 16,786,272,
which is the estimated number of outstanding RWCI Class B Restricted Voting Shares not owned by the Registrant
and its subsidiaries as of November 22, 2004 (assuming full conversion of all outstanding
exercisable options for RWCI Class B Restricted Voting Shares), and (b) the exchange
ratio of 1.75 Class B Non-Voting Shares of the Registrant for each RWCI Class B Restricted Voting Share. (2) Estimated solely for the purpose of calculating the
registration fee required by Section 6(b) of the Securities Act of 1933,
as amended, and computed pursuant to Rule 457(f)(1) and (f)(3) and Rule 457(c). The proposed
maximum offering price is equal to the product  of (i) US$42.53, which is the average of the high
and low sale prices per registered share of RWCI Class B Restricted Voting Shares as reported on the Toronto Stock
Exchange on November 22, 2004, converted into U.S. dollars at the noon buying rate in New York
City for Canadian Dollars on such date of Cdn.$1.1844 = US$1.00 as certified for customs
purposes by the Federal Reserve Bank of New York on such date, and (ii) 16,786,272, the estimated number of outstanding
RWCI Class B Restricted Voting Shares not owned by the Registrant and its
Subsidiaries (assuming full conversion of all outstanding exercisable options for RWCI Class B Restricted Voting Shares).




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TABLE OF CONTENTS

PART I
    
    I-1PART II
    
    II-2PART III
    
    III-1 Item 1. Undertaking
    
    III-1 Item 2.  Consent to Service of Process
    
    III-1 SIGNATURES
    
    III-2 i




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PART I INFORMATION REQUIRED TO BE
DELIVERED TO OFFEREES OR PURCHASERS No securities regulatory authority has expressed an opinion about
these securities and it is an offence to claim otherwise. This registration statement on Form F-10 (this Registration
Statement) is filed by Rogers Communications Inc., a British Columbia
corporation (RCI or the Registrant). This Registration Statement relates to the offer by RCI and its
wholly-owned subsidiary RWCI Acquisition Inc. to purchase all the
outstanding Class B Restricted Voting Shares of Rogers Wireless
Communications Inc. (the Shares) not owned by RCI and its
affiliates in exchange for 1.75 Class B Non-Voting Shares of
RCI. The Offer
is subject to the terms and conditions set forth in RCIs Take-Over Bid
Circular dated November 24, 2004 (the Take-Over Bid Circular) and the
related Letter of Acceptance and Transmittal (Letter of Transmittal), copies of which
are attached hereto as Exhibits 4.1 and 4.3, respectively. The information set forth in the Take-Over Bid Circular and the
Letter of Transmittal, including all schedules, exhibits and annexes
thereto, is hereby expressly incorporated herein by reference in response
to all items of information required to be included in, or covered by, a
Registration Statement on Form F-10. Under the multijurisdictional disclosure system adopted by the U.S.
Securities and Exchange Commission, we are permitted to prepare this
prospectus in accordance with Canadian disclosure requirements, which are
different from those of the United States. We prepare our financial
statements in accordance with Canadian generally accepted accounting
principles, and are subject to Canadian auditing and auditor independence
standards. They may not be comparable to financial statements of U.S.
companies. Your ability to enforce civil liabilities under the U.S. federal
securities laws may be affected adversely because we are organized under
the laws of British Columbia, Canada, most of our directors, substantially
all of our officers and certain of the experts named in this prospectus
are Canadian residents, and many of our assets are located outside the
United States. Prospective investors should be aware that, during the period of the
exchange offer, the Registrant or its affiliates, directly or indirectly,
may bid for or make purchases of the securities to be distributed or to be
exchanged, or certain related securities, as permitted by applicable laws
or regulations of Canada or its provinces or territories. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE OR
PROVINCIAL SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. I-1




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PART II INFORMATION NOT REQUIRED TO BE
DELIVERED TO OFFEREES OR PURCHASERS Indemnification Under Section 160 of the Business Corporations Act(British Columbia) (the
Act"),  (a)
    
    a director or officer of the Registrant,(b)
    
    a former director or officer of the Registrant,(c)
    
    a director, former director, officer or former officer of another corporation
at a time when the corporation is or was an affiliate of the Registrant or at
the request of the Registrant,(d)
    
    an individual who is or was, or holds or held a position equivalent to that
of, a director or officer of a partnership, trust, joint venture or other
unincorporated entity, at the request of the Registrant
(any corporation or entity referred to in (c) or (d), an associated
corporation; and any individual described in (a) through (d), an eligible
individual) or(e)
    
    any heirs and personal or other legal representatives of an eligible individual
(any person described in (e) and any eligible individual, an eligible party) may be indemnified by the Registrant against all judgments, penalties or fines
awarded or imposed or to which the eligible party may be liable in, or amounts
paid in settlement of, any civil, criminal, quasi-criminal, administrative or
regulatory action or proceeding or investigative action, whether current,
threatened, pending or completed, in which the eligible party, by reason of an
eligible individual being or having been a director or officer of, or holding
or having held a position equivalent to that of a director or officer of, the
Registrant or an associated corporation is or may be joined as a party, or is
or may be liable for or in respect of a judgment, penalty or fine in, or costs,
charges and expenses, including legal and other fees (expenses) related to,
any such action or proceeding (an eligible proceeding); and after the final
disposition of an eligible proceeding, may be paid the expenses actually and
reasonably incurred by the eligible party in respect of that proceeding. Under Section 161 of the Act, an eligible party must, after the final
disposition of an eligible proceeding, be paid by the Registrant the expenses
actually and reasonably incurred by the eligible party in respect of the
eligible proceeding if the eligible party is wholly successful on the merits or
otherwise, or is substantially successful on the merits, in the outcome of the
proceeding. Under Section 162 of the Act,an eligible party may be paid by the
Registrant, as expenses are incurred in advance of the final disposition of an
eligible proceeding, the expenses actually and reasonably incurred by the
eligible party in respect of that proceeding; provided that the Registrant must
not pay such expenses unless the Registrant first receives from the eligible
party a written undertaking that the eligible party will repay the amounts
advanced if it is ultimately determined that (i) the eligible individual in
relation to the subject matter of the eligible proceeding did not act honestly
and in good faith with a view to the best interests of the Registrant or
associated corporation, as the case may be, (ii) in the case of an eligible
proceeding other than a civil proceeding, the eligible individual did not have
reasonable grounds for believing the eligible individuals conduct in respect
of which the proceeding was brought was lawful, (iii) the eligible proceeding
is brought by or on behalf of the Registrant or an associated corporation or
(iv) in certain circumstances, the Registrant is or was prohibited from doing
so by its charter (each of items (i) to (iv), a statutory prohibition). Under Section 163 of the Act, the Registrant must not make an
indemnification or payment under Sections 160 to 162 if there is a statutory
prohibition. Under Section 164 of the Act, the Supreme Court of British Columbia may,
on application of the Registrant or an eligible party, order the Registrant to
indemnify or to pay expenses, despite Sections 160 to 163 of the Act. The articles of the Registrant provide that:  1.
    
    the directors shall cause the Registrant to indemnify a director or
former director of the Registrant and may cause the Registrant to
indemnify a director or former director of a corporation of which the
Registrant is or was a shareholder and the heirs and personal
representatives of any such person against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a
judgment, actually and reasonably incurred by him or them, including
an amount paid to II-1




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settle an action or satisfy a judgment in a civil,
criminal or administrative action or proceeding to which he is or they
are made a party by reason of his being or having been a director of
the Registrant or a director of such corporation, including any action
brought by the Registrant or any such corporation;2.
    
    the directors may cause the Registrant to indemnify any officer,
employee or agent of the Registrant or of a corporation of which the
Registrant is or was a shareholder and the heirs and personal
representatives of any such person against all costs, charges and
expenses whatsoever incurred by him or them resulting from his acting
as an officer, employee or agent of the Registrant or such
corporation; and3.
    
    the Registrant shall indemnify the Secretary or Assistant Secretary of
the Registrant (if not a full time employee) and his respective heirs
and legal representatives against all costs, charges and expenses
whatsoever incurred by him or them and arising out of the functions
assigned to the Secretary by the articles of the Registrant. Under the Act, the articles of the Registrant may affect the power or
obligation of the Registrant to give an indemnity or pay expenses to the extent
that the articles prohibit giving the indemnity or paying the expenses. As
indicated above, this is subject to the overriding power of the Supreme Court
of British Columbia under Section 164 of the Act. As contemplated by Section 165 of the Act, the Registrant has purchased
insurance against potential claims against the directors or officers of the
Registrant and against loss for which the Registrant may be required or
permitted by law to indemnify such directors and officers. The Registrant has entered into indemnification agreements with certain of
its officers and directors that indemnify such persons to the maximum amount
permitted by applicable law. Pursuant to these agreements, the Registrant has
agreed to provide such persons an advance of defense costs prior to final
disposition of a proceeding, subject to an obligation to repay in certain
circumstances. Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (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




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PART III UNDERTAKING AND CONSENT TO SERVICE OF PROCESS Item 1. Undertaking The Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Securities and Exchange
Commission (Commission) staff, and to furnish promptly, when requested to do
so by the Commission staff, information relating to the securities registered
pursuant to Form F-10 or to transactions in said securities. Item 2. Consent to Service of Process Concurrently with the filing of this Form F-10, the Registrant is filing
with the Commission a written irrevocable consent and power of attorney on Form
F-X. Any change to the name or address of the agent for service of the
Registrant shall be communicated promptly to the Commission by amendment to
Form F-X referencing the file number of the relevant registration statement. III-1




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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 F-10 and has duly caused this 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 November 24, 2004. ROGERS
COMMUNICATIONS INC.
(Registrant)By:
    
    /s/ Alan D. HornAlan D. Horn
Vice President, Finance and Chief Financial OfficerBy:
    
    /s/ M. Lorraine DalyM. Lorraine Daly
Vice President, Treasurer
 III-2




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Each person whose individual signature appears below hereby appoints
Edward S. Rogers, O.C., H. Garfield Emerson, Q.C., M. Lorraine Daly, Alan D.
Horn and David P. Miller, and each of them, as attorneys-in-fact for the
undersigned, in any and all capacities, with full power of substitution, to
sign any amendments to this Registration Statement (including post-effective
amendments) and any subsequent registration statement filed by the Registrant
pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact, and
each of them full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming and that each said attorney-in-fact, or any of them, may
lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Signature
    
    Title
    
    Date Signed/s/ Edward S. Rogers, O.C.
Edward S. Rogers, O.C.
    
    Director, President and
Chief Executive Officer
(principal executive officer)
    
    November 24, 2004/s/ Alan D. Horn
Alan D. Horn
    
    Vice President, Finance and
Chief Financial Officer
(principal financial officer)
    
    November 24, 2004/s/ H. Garfield Emerson, Q.C. 
H. Garfield Emerson, Q.C.
    
    Director and Chairman
    
    November 24, 2004/s/ Philip B. Lind 
Philip B. Lind
    
    Director and Vice Chairman
    
    November 24, 2004/s/ Ronald D. Besse 
Ronald D. Besse
    
    Director
    
    November 24, 2004/s/ Peter C. Godsoe 
Peter C. Godsoe
    
    Director
    
    November 24, 2004/s/ Thomas I. Hull 
Thomas I. Hull
    
    Director
    
    November 24, 2004/s/ Robert W. Korthals 
Robert W. Korthals
    
    Director
    
    November 24, 2004/s/ Alexander Mikalachki 
Alexander Mikalachki
    
    Director
    
    November 24, 2004
 III-3




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Signature
    
    Title
    
    Date Signed/s/ The Hon. David R. Peterson, P.C., Q.C. 
The Hon. David R. Peterson, P.C., Q.C.
    
    Director
    
    November 24, 2004/s/ Edward Rogers 
Edward Rogers
    
    Director
    
    November 24, 2004/s/ Loretta A. Rogers 
Loretta A. Rogers
    
    Director
    
    November 24, 2004/s/ Melinda
M. RogersMelinda
M. Rogers
    
    Director and Vice President,
Strategic Planning
and Venture Investments
    
    November 24, 2004/s/ William T. SchleyerWilliam T. Schleyer
    
    Director
    
    November 24, 2004/s/ John A. Tory, Q.C.John A. Tory, Q.C.
    
    Director
    
    November 24, 2004/s/ Colin D.
WatsonColin D. Watson
    
    Director
    
    November 24, 2004/s/ J. Christopher C. WansbroughJ. Christopher C. Wansbrough
    
    Director
    
    November 24, 2004/s/ W. David WilsonW. David Wilson
    
    Director
    
    November 24, 2004
 III-4




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AUTHORIZED REPRESENTATIVE
IN THE UNITED STATES Pursuant to the requirements of the Securities Act of 1933, the
undersigned certifies that it is the duly authorized United States
representative of Rogers Communications Inc. and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newark, State of Delaware, on this
24th day of November, 2004. PUGLISI & ASSOCIATESBy:
    
    /s/ Donald J. PuglisiDonald J. PuglisiManaging Director
 III-5




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ExhibitNumber
    
    Description of Exhibits4.1
    
    Take Over Bid Circular, including
the Offer to Purchase dated November 24, 2004. *4.2
    
    Directors Circular relating
to the Offer dated November 24, 2004. *4.3
    
    Letter of Acceptance and Transmittal. *4.4
    
    Notice of Guaranteed Delivery.*4.5
    
    Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9. *4.6
    
    Annual Report for the year ended
December 31, 2003 of Rogers Communications Inc. as filed on
November 24, 2004 with the SEC on
Form 40-F/A.4.7
    
    Managements discussion & analysis
and audited financial statements of Rogers Communications Inc. for
the years ended December 31, 2003 and December 31, 2002
as furnished on November 24, 2004 to
the SEC on Form 6-K/A.4.8
    
    Interim unaudited consolidated
financial statements for the nine months ended September 30,
2004 of Rogers Communications Inc. as
furnished on November 24, 2004 to the
SEC on Form 6-K/A.4.9
    
    Reserved.4.10
    
    Management Information Circular of
Rogers Communications Inc. dated April 21, 2004 in connection with the annual meeting
of shareholders held on May 27, 2004 as filed on May 10, 2004 with the SEC on Form ARS.4.11
    
    Material Change Report of Rogers Communications Inc., relating to the offering of 9,541,958 RCI Non Voting Shares, dated
June 10, 2004, as furnished on June 16, 2004 to the SEC on Form 6-K.4.12
    
    Material Change Report of Rogers Communications Inc., relating to the purchase by RCI of RWCI Restricted Voting Shares
from JVII, dated September 16, 2004, as furnished on September 16, 2004 to the SEC on Form
6-K.4.13
    
    Material Change Report of Rogers Communications Inc., relating to the commencement of
the offer by Rogers Wireless Inc. for all of the shares
and warrants of Microcell Telecommunications Inc., dated September 20, 2004 as furnished on
September 21, 2004 to the SEC on Form 6-K.4.14
    
    Material Change Report of Rogers Communications Inc., relating to
the completion of the offer by Rogers Wireless Inc. for all of the
shares and warrants of Microcell Telecommunications Inc. dated November 8, 2004, as furnished on
November 8, 2004 to the SEC on Form 6-K.4.15
    
    Annual Report of Rogers Wireless
Communications Inc. for the years ended December 31, 2003 and
December 31, 2002 as
filed on November 24, 2004 with the
SEC on Form 40-F/A.4.16
    
    Interim unaudited consolidated
financial statements for the nine months ended September 30,
2004 and September 30, 2003 of Rogers Wireless Communications Inc. as
furnished on November 24, 2004 to
the SEC on Form 6-K/A.4.17
    
    Managements discussion & analysis
and audited financial statements of Rogers Wireless
Communications Inc. for the years ended December 31, 2003
and December 31, 2002 as furnished on
November 24, 2004 to the SEC on Form 6-K/A.4.18
    
    Management Information Circular of Rogers Wireless Communications Inc. dated     April 21, 2004 in connection with the
annual meeting of shareholders held on May 27, 2004 as filed on
May 10, 2004 with the SEC on Form ARS.4.19
    
    Audited consolidated financial
statements of Microcell Telecommunications Inc. as at and for the
years ended December 31, 2003 and December 31, 2002 and
interim unaudited consolidated financial statements of Microcell
Telecommunications Inc. for the nine months ended September 30,
2004 and September 30, 2003.4.20
    
    Presentation of BMO Nesbitt Burns
Inc. to the independent committee of the board of directors of Rogers
Wireless Communications Inc. dated November 9, 2004.4.21
    
    Presentation of Scotia Capital Inc. to the board of directors of RCI dated November 11, 2004.4.22
    
    Valuation and Fairness Opinion of BMO Nesbitt Burns Inc. dated November 22, 2004.4.23
    
    Binding Term Sheet between Rogers Wireless Inc. and Rogers Communications Inc. for the
provision of customer care services and sales dated
July 1, 2002.4.24
    
    Business Areas and Transfer Agreement between Rogers Communications Inc. and Rogers Cantel
Mobile Communications Inc. (now known as Rogers Wireless Communications Inc.) dated as of
August 1, 1991.4.25
    
    Management Services Agreement among Rogers Communications Inc., Rogers Cantel Mobile
Communications Inc. and Rogers Cantel Mobile Inc. (now known as Rogers Wireless
Communications Inc.) dated as of January 1, 1991.4.26
    
    Minority Shareholder Protection Agreement dated as of August 7, 1991 between
Rogers Communications Inc. and Rogers Cantel Mobile Communications Inc. (now known as Rogers
Wireless Communications Inc.).4.27
    
    Applicable Canadian statutory provisions concerning appraisal and dissent rights.5.1
    
    Consent of KPMG LLP.5.2
    
    Consent of Torys LLP. See
Exhibit 4.1.5.3
    
    Consent of Cravath, Swaine & Moore
LLP. See
Exhibit 4.1.5.4
    
    Consent of BMO Nesbitt Burns Inc. See
Exhibit 4.1.5.5
    
    Consent of Ernst & Young LLP.6.1
    
    Powers of Attorney (included on the signature pages of this Registration Statement).
 III-6