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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January, 2005

CENTRAL FUND OF CANADA LIMITED



(Translation of registrant's name into English)

Suite 805, 1323 - 15th Avenue S.W., Calgary, Alberta, Canada T3C 0X8



(Address of principal executive office)

[Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F o                        Form 40-F ý

[Indicate by check mark whether the registrant by furnishing the information in this Form is also hereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

YES o                        NO ý

[If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A]



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

    CENTRAL FUND OF CANADA LIMITED
(Registrant)

Date MARCH 1, 2005

 

By:

 

"(Signed)" J.C. STEFAN SPICER

                        (Signature)*
*Print the name and title under the signature of the signing officer   J.C. Stefan Spicer, President & CEO


EXHIBIT INDEX

CENTRAL FUND OF CANADA LIMITED

Exhibit A:   Form 52-109F2 — Certification of Disclosure in Issuers' Annual and Interim Filings, Chief Executive Officer.

 

 

 
Exhibit B:   Form 52-109F2 — Certification of Disclosure in Issuers' Annual and Interim Filings, Chief Financial Officer.

CENTRAL FUND OF CANADA LIMITED
P.O. Box 7319
Ancaster, Ontario, L9G 3N6
FORM 52-109F2

I, J.C. Stefan Spicer, President and Chief Executive Officer of Central Fund of Canada Limited, certify that:

1.
I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings) of Central Fund of Canada Limited for the interim period ending January 31, 2005;

2.
Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings; and

3.
Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings.

Dated: March 1, 2005

By: (Signed) "J.C. STEFAN SPICER"
J.C. Stefan Spicer
Chief Executive Officer
Central Fund of Canada Limited


CENTRAL FUND OF CANADA LIMITED
P.O. Box 7319
Ancaster, Ontario, L9G 3N6
FORM 52-109F2

I, Cathy A. Spackman, Chief Financial Officer of Central Fund of Canada Limited, certify that:

1.
I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings) of Central Fund of Canada Limited for the interim period ending January 31, 2005;

2.
Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings; and

3.
Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings.

Dated: March 1, 2005

By: (Signed) "CATHY A. SPACKMAN"
Cathy A. Spackman, CMA
Chief Financial Officer
Central Fund of Canada Limited


GRAPHIC


1 QUARTER REPORT

        Central Fund is currently 97.5% invested in gold and silver bullion. At January 31, 2005 Central Fund's gold holdings were 614,242 fine oz. of physical bullion and 5,349 fine oz. of gold bullion certificates. Silver holdings were 30,728,142 oz. of physical bullion and 245,572 oz. of silver bullion certificates. The physical bullion is insured and held in safekeeping by a Canadian chartered bank in segregated vault storage. Central Fund continues to fulfil its mandate as "The Sound Monetary Fund".

On behalf of the Board of Directors:    

 

 

J.C. Stefan Spicer, President

MANAGEMENT DISCUSSION & ANALYSIS

Results of Operations — Change in Net Assets

        Net assets increased by approximately $63,426,488 during the three months ended January 31, 2005. Of that amount, $80,904,000 was the result of the issuance of 15,000,000 Class A shares through a public offering on November 3, 2004. These shares were issued at a premium to net asset value such that there was no dilution of existing Class A shareholders' interests. Details of this private placement are provided in Note 3 to the accompanying financial statements.

        The share capital now issued and outstanding is 94,296,320 fully participating Class A shares listed on the American Stock Exchange and The Toronto Stock Exchange. Common shares remain at 40,000 issued and outstanding.

Results of Operations — Net Income (Loss)

        Central Fund's earned income objective is secondary to its investment objective of holding the vast majority of its net assets in gold and silver bullion. Generally, Central Fund only seeks to maintain adequate cash reserves to enable it to pay operating expenses, taxes and Class A share dividends. Because gold and silver bullion do not generate revenue, Central Fund's actual revenues are a miniscule percentage of its net assets. However, early adoption of a new Canadian Institute of Chartered Accounting policy now compels Central Fund to record unrealized appreciation (depreciation) of investments in income.

        The net loss (inclusive of unrealized depreciation) for the three months ended January 31, 2005 was $17,477,512 compared to net income (inclusive of unrealized appreciation) of $21,295,524 for the same period in 2004. Since January 31, 2004, net assets have increased by approximately $194,366,163 or 68%. The Company has used the bulk of the proceeds of the two Class A share issues over the past twelve months to purchase gold and silver bullion, primarily in bar form. Certain expenses, such as administration fees that are scaled, and together with income taxes, vary in proportion to net asset levels, or, in the case of stock exchange fees (included in shareholder information), with issuances of Class A shares. Safekeeping fees and bullion insurance costs increased as a result of the purchases of physical gold and silver bullion discussed above. Administrative fees remitted to The Central Group Alberta Limited for the three months increased to $386,818 from $213,565, such increase being at the rate of one-quarter of one percent per annum on the increased assets under administration. Finally, professional fees increased as a result of legal and audit work required to adopt guidelines for complying with new audit and corporate governance rules and regulations.

        Despite an increase in overall expense levels, the operating expenses (before income taxes) as a percentage of average net assets declined, being 0.13% for the three months ended January 31, 2005 compared to 0.12% for the same three-month period in 2004. For the twelve months ended January 31, 2005, the operating expense ratio was 0.48% compared to 0.61% for the prior twelve-month period.

Liquidity and Capital Resources

        Central Fund's dollar liquidity objective is to hold cash reserves primarily for the payment of operating expenses, taxes and Class A share dividends. Should Central Fund not have sufficient cash to meet its needs, a nominal portion of Central Fund's bullion holdings may be sold to fund tax and dividend payments, provide working capital, and pay for redemptions of Class A shares (if any).

        For the three months ended January 31, 2005, Central Fund's cash reserves increased by $3,117,067 as amounts used to pay operating expenses, taxes and the Class A share dividend were more than offset by amounts retained in interest-bearing cash deposits for working capital purposes from the public offering completed in November 2004. Management monitors Central Fund's cash position with an emphasis on maintaining its mandate to hold maximum amounts of gold and silver bullion.


GRAPHIC


Statements of Net Assets
(expressed in U.S. dollars, unaudited)(note 1)

 
  January 31
2005

  October 31
2004

 
Net Assets:            
Gold bullion at market, average cost $246,833,606 (2003: $151,493,054) (note 2)   $ 261,560,491   222,814,301  
Silver bullion at market, average cost $216,589,466 (2003: $131,083,826) (note 2)     208,143,359   187,403,793  
Marketable securities at market, average cost $89,430     60,233   68,221  
Interest-bearing cash deposits     12,599,603   9,482,536  
Prepaid insurance, interest receivable and other     67,637   81,351  
   
 
 
      482,431,323   419,850,202  
Accrued liabilities     (655,256 ) (707,660 )
Dividends payable       (792,963 )
   
 
 
Net assets representing shareholders' equity   $ 481,776,067   418,349,579  
   
 
 

Represented by:

 

 

 

 

 

 
Capital Stock (note 3):            
  94,296,320 (2003: 59,796,320) Class A shares issued   $ 452,615,394   371,711,394  
  40,000 Common shares issued     19,458   19,458  
   
 
 
      452,634,852   371,730,852  
Contributed surplus (note 4)     22,889,634   23,678,513  
Retained earnings inclusive of unrealized appreciation (depreciation) of investments     6,251,581   22,940,214  
   
 
 
    $ 481,776,067   418,349,579  
   
 
 

Net Asset Value Per Share (expressed in U.S. dollars):

 

 

 

 

 

 
Class A shares   $ 5.11   4.81  
Common shares   $ 2.11   1.81  
   
 
 

Net Asset Value Per Share (expressed in Canadian dollars):

 

 

 

 

 

 
Class A shares
Common shares
  $ 6.32   6.37  
    $ 2.61   2.39  
   
 
 
Exchange rate:                        U.S. $1.00 = Cdn.   $ 1.2380   1.3264  
   
 
 

Notes:

1.
The accounting policies used in the preparation of these unaudited interim financial statements conform with those presented in Central Fund's October 31, 2004 audited annual financial statements. These interim financial statements do not include all of the disclosures included in the annual financial statements and accordingly should be read in conjunction with the annual financial statements.

2.
Details of gold and silver bullion holdings at January 31, 2005, are as follows:

 
  Holdings

  Gold
  Silver
   
    100 & 400 fine oz bars   614,242   1000 oz bars   30,728,142
    Certificates   5,349   Certificates   245,572
       
     
    Total fine ounces   619,591   Total ounces   30,973,714
       
     
 
  Market Value:

  Per Fine Ounce
  Per Ounce
    October 31, 2004   U.S. $425.55   U.S. $7.16
    January 31, 2005   U.S. $422.15   U.S. $6.72
   
 
 
3.
On November 3, 2004, the Company, through a public offering issued 15,000,000 Class A shares for proceeds of $81,504,000 net of underwriting fees of $3,396,000. Costs relating to this public offering were approximately $600,000 and net proceeds were approximately $80,904,000.

The Company used the net proceeds from this public offering to purchase 96,000 fine ounces of gold at a cost of $40,790,400 and 4,800,000 ounces of silver at a cost of $35,376,000, both in physical bar form. The balance of the net proceeds, approximately $4,837,600, was retained by the Company in interest-bearing cash deposits for working capital purposes.

4.
Contributed surplus is used to eliminate any deficit that may arise from net losses before unrealized appreciation (depreciation) of investments and on the payment of the Class A shares' stated dividend per share. Accordingly, $788,879 (2004, $499,293) has been transferred from contributed surplus on January 31, 2005 and 2004 representing the net loss before unrealized appreciation (depreciation) of investments for the three months then ended.


Statements of Changes in Net Assets
(expressed in U.S. dollars, unaudited)(note 1)

 
  Three months ended January 31
 
  2005
  2004
Net assets at beginning of period   $ 418,349,579   194,663,349
   
 

Add (deduct):

 

 

 

 

 
  Net income (loss)     (17,477,512 ) 21,295,516
  Net issuance of Class A shares     80,904,000   71,451,040
  Increase in net assets during the period     63,426,488   92,746,555
   
 
Net assets at end of period   $ 481,776,067   287,409,904
   
 

Statements of Income (Loss)
(expressed in U.S. dollars, unaudited)(note 1)

 
  Three months ended January 31
 
 
  2005
  2004
 
Income:            
  Interest   $ 50,022   9,751  
  Dividends     130   97  
  Unrealized appreciation (depreciation) of investments     (16,688,633 ) 21,794,816  
   
 
 
      (16,638,481 ) 21,804,664  
   
 
 

Expenses:

 

 

 

 

 

 
  Administration fees     386,818   213,565  
  Shareholder Information     75,946   54,399  
  Safekeeping, insurance and bank charges     71,790   43,863  
  Directors' fees and expenses     27,265   15,327  
  Professional fees     16,1   9,566  
  Registrar and transfer agents' fees     8,988   6,670  
  Miscellaneous     299   337  
  Foreign currency exchange loss     31,097   8,001  
   
 
 
      618,368   351,728  
   
 
 
  Income (loss) from operations before income taxes     (17,256,849 ) 21,452,936  
  Income taxes     (220,663 ) (157,412 )
   
 
 
Net income (loss) (note 5)   $ (17,477,512 ) 21,295,524  
   
 
 

Net income (loss) per share:

 

 

 

 

 

 
  Class A shares   $ (.19 ) .23  
  Common shares   $ (.19 ) .23  
   
 
 

Notes:


This change does not affect the net asset value of the Company.

5.
For the quarter ended January 31, 2005, with retroactive application to prior periods, the Company early adopted Accounting Guideline 18, Investment Companies ("AcG — 18"), which requires that, for qualifying entities, investments held are to be measured and reported in the financial statements at their fair value with changes in fair value recognized in income in the period in which the change occurred. While the Company's accounting policy, prior to adoption of AcG — 18, had been to measure its investments at fair value, the Company did not recognize the unrealized gains and losses in income, but instead recognized them only as a separate component of shareholders' equity until realized, at which time they were recognized in income.
 
   
  Period Ended
 
 
   
  Jan 31/05
  Jan 31/04
 
    Net loss prior to change in accounting policy   (788,879 ) (499,301 )
    Adjustment for change in accounting policy   (16,688,633 ) 21,794,816  
       
 
 
    Net income (loss) as reported   (17,477,512 ) 21,295,515  
       
 
 

  GRAPHIC


Portfolio
at
January 31, 2005
  GRAPHIC

Corporate Information


Investor Inquiries   Head Office   Stock Exchange Listings    
P.O. Box 7319
55 Broad Leaf Crescent
Ancaster, Ontario
Canada L9G 3N6

Telephone: (905) 648-7878
Fax: (905) 648-4196
Website: www.centralfund.com
E-mail: info@centralfund.com
  Hallmark Estates
805, 1323-15th Avenue S.W.
Calgary, Alberta
Canada T3C 0X8

Telephone: (403) 228-5861
Fax: (403) 228-2222
 

AMEX:
Class A shares
TSX:
Class A shares
  Electronic
Ticker Symbol


CEF

CEF.NV.A and CEF.NV.U
  Newspaper
Quote Symbol


CFCda

CFund A

Net Asset Value Information

The net asset value per Class A share is available daily by calling Investor Inquiries.
The Thursday net asset value is published in financial newspapers in the United States and Canada.

        In Canada, the net asset value is also published daily in the Globe and Mail Report on Business Fund Asset Values table.


GRAPHIC


1ST QUARTER   GRAPHIC   INTERIM REPORT TO SHAREHOLDERS
for the three months ended January 31, 2005



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SIGNATURES
EXHIBIT INDEX CENTRAL FUND OF CANADA LIMITED