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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
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ECHO BAY MINES LTD.
(NAME OF ISSUER)
COMMON STOCK, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
278 751 102
(CUSIP NUMBER)
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SHARON E. DOWDALL
VICE PRESIDENT AND SECRETARY
NEWMONT MINING CORPORATION OF CANADA LIMITED
SUITE 1900, BOX 2005
20 EGLINTON AVENUE WEST
TORONTO, ONTARIO M4R 1K8
(415) 480-6480
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
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Copies to:
BRITT D. BANKS DAVID A. KATZ
VICE PRESIDENT, GENERAL COUNSEL WACHTELL, LIPTON, ROSEN & KATZ
AND SECRETARY 51 WEST 52ND STREET
NEWMONT MINING CORPORATION NEW YORK, NY 10019
1700 LINCOLN STREET (212) 403-1309
DENVER, COLORADO 80203
(303) 863-7414
JUNE 10, 2002
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on the following pages)
(Page 1 of 11 pages)
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* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes)
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CUSIP NO. 278 751 102 13D (Page 2 of 11)
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1. NAME OF REPORTING PERSONS
Newmont Mining Corporation of Canada Limited
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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Number of 7. SOLE VOTING POWER
Shares 244,994,150
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Beneficially 8. SHARED VOTING POWER
Owned By N/A
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Each 9. SOLE DISPOSITIVE POWER
Reporting 244,994,150
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Person With 10. SHARED DISPOSITIVE POWER
N/A
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
244,994,150
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.2%
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14. TYPE OF REPORTING PERSON*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 278 751 102 13D (Page 3 of 11)
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1. NAME OF REPORTING PERSONS
Newmont Mining Corporation
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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Number of 7. SOLE VOTING POWER
Shares 244,994,150
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Beneficially 8. SHARED VOTING POWER
Owned By N/A
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Each 9. SOLE DISPOSITIVE POWER
Reporting 244,994,150
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Person With 10. SHARED DISPOSITIVE POWER
N/A
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
244,994,150
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.2%
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14. TYPE OF REPORTING PERSON*
HC, CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 2, filed with the Commission on June 18, 2002,
amends, supplements and restates in their entirety the following Items of
the Statement on Schedule 13D of Newmont Mining Corporation of Canada
Limited, a corporation incorporated under the laws of Canada and formerly
named Franco-Nevada Mining Corporation Limited, filed with the Commission
on September 17, 2001, with respect to the shares of common stock, no par
value ("Common Stock"), of Echo Bay Mines Ltd., a corporation incorporated
under the laws of Canada (the "Issuer"), as amended by Amendment No. 1 to
the Statement on Schedule 13D, filed on March 4, 2002 (the "Schedule
13D"). Unless otherwise indicated, all capitalized terms used but not
defined herein have the meanings set forth in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
Newmont Mining Corporation of Canada Limited ("Newmont Canada"), a
corporation incorporated under the laws of Canada, is a public precious
metals royalty company, having its principal address at:
Suite 1900, Box 2005
20 Eglinton Avenue West
Toronto, Ontario M4R 1K8
Canada
Newmont Mining Corporation ("Newmont" and together with Newmont
Canada, the "Reporting Persons"), a Delaware corporation, is a company
principally engaged in the production of gold and exploration for gold,
and the acquisition and development of gold properties worldwide, having
its principal address at:
1700 Lincoln Street
Denver, Colorado 80203
On February 16, 2002, pursuant to that certain Arrangement
Agreement, dated as of November 14, 2001 (the "Arrangement Agreement"),
between Newmont and Franco-Nevada Mining Corporation Limited
("Franco-Nevada"), Newmont, through certain subsidiaries, acquired all of
the outstanding common shares of Franco-Nevada and Franco-Nevada became a
wholly owned, indirect subsidiary of Newmont. Franco-Nevada was
subsequently renamed "Newmont Mining Corporation of Canada Limited."
Set forth in Annex A and Annex B attached hereto and incorporated
herein by reference are the name, title, business address, principal
occupation and address of the business in which the principal occupation
is conducted, and citizenship of each executive officer and director of
Newmont Canada and Newmont, respectively.
During the last five years, none of the Reporting Persons and/or the
current officers or directors of the Reporting Persons has been (a)
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) been party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Page 4 of 11
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ITEM 4. PURPOSE OF TRANSACTION.
On April 3, 2002, 244,994,150 common shares of the Issuer were
issued to Newmont Canada (formerly named "Franco-Nevada Mining Corporation
Limited") upon the conversion of $67 million principal amount of capital
securities in connection with the reorganization of the Issuer. This
represented 48.8% of the then outstanding common shares of the Issuer.
On June 10, 2002, Kinross Gold Corporation ("Kinross"), the Issuer
and TVX Gold Inc. ("TVX") entered into a combination agreement (the
"Combination Agreement") providing for the combination of the three
companies (the "Combination") and the concurrent acquisition by TVX of
Newmont's 49.9% interest in the TVX Newmont Americas ("TVX NA") joint
venture. Under the Combination Agreement, the Combination will be achieved
by a plan of arrangement, whereby shareholders of the Issuer will receive
0.52 of a Kinross share for each Echo Bay share and TVX shareholders will
receive 0.65 of a Kinross share for each TVX share. Concurrently with the
Combination taking effect, TVX will acquire Newmont's interest in TVX NA
through a separate agreement. The Combination is conditional upon, among
other things, the approval of the Combination by each company's
shareholders. In connection with the Combination, on June 10, 2002, Newmont
and Newmont Canada entered into a lock-up agreement with the Issuer (the
"Lock-Up Agreement"), pursuant to which, subject to certain exceptions,
Newmont and Newmont Canada will (1) continue to hold Newmont Canada's Echo
Bay common shares until the conclusion of the Echo Bay shareholders'
meeting called to approve the Combination and (2) vote such shares in favor
of the Issuer's participation in the Combination.. The foregoing
description is qualified in its entirety by reference to the Lock-Up
Agreement and the Combination Agreement, which are incorporated herein by
reference as Exhibits 99.3 and 99.4, respectively.
Newmont Canada's Echo Bay common shares were acquired for investment
purposes. However, subject to the terms of the Lock-Up Agreement, Newmont
and Newmont Canada will review Newmont Canada's holdings from time to time
and may increase or decrease Newmont Canada's holdings in the Issuer as
future circumstances may dictate. Such transactions may be made at any time
without prior notice. There can be no assurance, however, that either
Newmont or Newmont Canada will take any such actions. Except as set forth
above, Newmont and Newmont Canada have no plans or proposals with respect
to any of the matters set forth in paragraphs (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Newmont Canada is an indirect, wholly-owned subsidiary of Newmont.
Newmont Canada holds an interest in 244,994,150 common shares of the
Issuer, representing approximately 45.2% of the common shares of the Issuer
outstanding as at the date of this filing. These shares were issued to
Newmont Canada upon the conversion of $67 million principal amount of
capital securities in connection with the reorganization of the Issuer that
was completed on April 3, 2002.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Incorporated herein by reference as Exhibit 99.1 is the agreement,
dated September 5, 2001, between Franco-Nevada and the Issuer.
Page 5 of 11
In connection with the Combination, Newmont and Newmont Canada
entered into the Lock-Up Agreement, pursuant to which, subject to certain
exceptions, Newmont and Newmont Canada will (1) continue to hold Newmont
Canada's Echo Bay common shares until the conclusion of the Echo Bay
shareholders' meeting called to approve the combination and (2) vote such
shares in favor of the Issuer's participation in the Combination.
The Lock-Up Agreement is filed as Exhibit 99.3 to this Schedule. For
information purposes only, the Combination Agreement is filed as Exhibit
99.4 to this Schedule. The foregoing description is qualified in its
entirety by reference to the Combination Agreement and the Lock-Up
Agreement, which are incorporated herein by reference.
ITEM 7.MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement between Franco-Nevada
(subsequently renamed
"Newmont Mining Corporation of
Canada Limited") and the Issuer,
dated September 5, 2001,
incorporated herein by reference to
Exhibit 1 to the Schedule 13D.
Exhibit 99.2 -- Joint Filing Agreement between
Franco-Nevada (subsequently renamed
"Newmont Mining Corporation of
Canada Limited") and Newmont,
incorporated herein by reference to
Exhibit 99.2 to the Schedule 13D,
as amended.
Exhibit 99.3 -- Lock-Up Agreement, dated as of June 10,
2002, among the Issuer, Newmont Mining
Corporation and Newmont Mining
Corporation of Canada Limited.
Exhibit 99.4 -- Combination Agreement, dated as of
June 10, 2002, among Kinross Gold
Corporation, TVX Gold Inc. and the
Issuer, incorporated herein by
reference to Exhibit 2.1 of the
Current Report on Form 8-K filed by
the Issuer on June 11, 2002.
Page 6 of 11
SIGNATURE
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After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: June 18, 2002
NEWMONT MINING CORPORATION OF CANADA LIMITED
By: /s/ Sharon E. Dowdall
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Name: Sharon E. Dowdall
Title: Vice President and Secretary
NEWMONT MINING CORPORATION
By: /s/ Britt D. Banks
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Name: Britt D. Banks
Title: Vice President, General Counsel
and Secretary
Page 7 of 11
Annex A
The name, present principal occupation, address of business in which such
principal occupation is conducted and citizenship of each director and executive
officer of Newmont Canada are set forth below. The business address for each
person listed below is c/o Newmont Mining Corporation, 1700 Lincoln Street,
Denver, Colorado 80203.
NAME TITLE PRESENT ADDRESS OF BUSINESS CITIZENSHIP
PRINCIPAL IN WHICH PRINCIPAL
OCCUPATION OCCUPATION CONDUCTED
Britt D. Banks Vice President Vice President See above. United States
General Counsel
and Secretary of
Newmont Mining
Corporation
Joseph P. Flannery Director Chairman, 70 Great Hill Road United States
President and Naugatuck, CT 06770
Chief Executive
Officer of
Uniroyal Holding
Inc.
David H. Francisco Vice President Executive Vice See above. United States
President,
Operations, of
Newmont Mining
Corporation
Bruce D. Hansen Vice President Senior Vice See above. United States
President and
Chief Financial
Officer of
Newmont Mining
Corporation
Leo I. Higdon, Jr. Director President of Office of the United States
Charleston College President
College of Charleston
66 George Street
Charleston, SC 29424
Pierre Lassonde Director; President of See above. Canada
President Newmont Mining
Corporation
Wayne W. Murdy Director; Chairman and See above. United States
Chairman Chief Executive
Officer of
Newmont Mining
Corporation
Robin A. Plumbridge Director Retired Chairman N/A South Africa
of Gold Fields of
South Africa
Limited
Moeen A. Qureshi Director Chairman of 2001 Pennsylvania Pakistan
Emerging Markets Avenue, NW
Partnership Suite 1100
Washington, D.C.
20006
Seymour Schulich Director Chairman of Suite 1900, Box 2005 Canada
Newmont Capital 20 Eglinton Avenue West
Limited Toronto, ON M4R 1K8
CANADA
James V. Taranik Director President Department of United States
Emeritus of Geological Sciences,
Desert Research MS 172
Institute of the Mackay School of Mines
University and University of Nevada, Reno
Community College Reno, NV 89557-0138
System of Nevada
Page 8 of 11
Annex B
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The name, present principal occupation, address of business in which such
principal occupation is conducted and citizenship of each director and executive
officer of Newmont Mining Corporation are set forth below. The business address
for each person listed below is c/o Newmont Mining Corporation, 1700 Lincoln
Street, Denver, Colorado 80203.
NAME TITLE PRESENT ADDRESS OF BUSINESS CITIZENSHIP
PRINCIPAL IN WHICH PRINCIPAL
OCCUPATION OCCUPATION CONDUCTED
Britt D. Banks Vice President, Vice President, See above. United States
General Counsel and General Counsel and
Secretary Secretary of
Newmont Mining
Corporation
Glen A. Barton Director Chairman and 100 NE Adams Street United States
Chief Peoria, IL
Executive 61629-7216
Officer of
Caterpillar
Inc.
Vincent A. Calarco Director President and One American Lane United States
Chief Greenwich, CT 06831
Executive
Officer of
Crompton
Corporation
James T. Curry Director Retired N/A United States
Director and
Retired Chief
Executive
Officer of the
Minerals
Division of
Broken Hill
Proprietary
Company Ltd.
John A.S. Dow Executive Executive Vice See above. New Zealand
Vice President of
President Newmont Mining
and Corporation
Managing and Managing
Director of Director of
Newmont Newmont
Australia Australia
Limited Limited
Thomas L. Enos Vice Vice President See above United States
President of Newmont
Mining
Corporation
Joseph P. Flannery Director Chairman, 70 Great Hill Road United States
President and Naugatuck, CT 06770
Chief
Executive
Officer of
Uniroyal
Holding Inc.
David H. Francisco Executive Executive Vice See above. United States
Vice President,
President, Operations, of
Operations Newmont Mining
Corporation
M. Craig Haase Director Retired N/A United States
Executive Vice
President and
Chief Legal
Officer of
Franco-Nevada
Mining
Corporation
Limited.
Michael S. Hamson Director Chairman of Acland Street Australia
Hamson Corner Entrance
Consultants (Rear)
195 Walsh Street
South Yarra, VIC 3141
AUSTRALIA
Bruce D. Hansen Senior Vice Senior Vice See above. United States
President President and
and Chief Chief
Financial Financial
Officer Officer of
Newmont Mining
Corporation
David Harquail Vice Vice President See above. Canada
President of Newmont
and Mining
Managing Corporation
Director, of and Managing
Newmont Director, of
Capital Newmont
Limited Capital
Limited.
Page 9 of 11
NAME TITLE PRESENT ADDRESS OF BUSINESS CITIZENSHIP
PRINCIPAL IN WHICH PRINCIPAL
OCCUPATION OCCUPATION CONDUCTED
Leo I. Higdon, Jr. Director President of Office of the United States
Charleston President
College College of
Charleston
66 George Street
Charleston, SC 29424
Donald G. Karras Vice Vice See above. United States
President, President,
Taxes Taxes, of
Newmont Mining
Corporation
Pierre Lassonde Director; President of See above. Canada
President Newmont Mining
Corporation
Thomas P. Mahoney Vice Vice President See above. United States
President and Treasurer
and of Newmont
Treasurer Mining
Corporation
Robert J. Miller Director Partner, Jones Third Floor South United States
Vargas law firm 3773 Howard Hughes
Parkway
Las Vegas, NV
89109-0949
Wayne W. Murdy Director, Chairman and See above. United States
Chairman Chief
and Chief Executive
Executive Officer of
Officer Newmont Mining
Corporation
David W. Peat Vice Vice President See above. United States
President and Global
and Global Controller of
Controller Newmont Mining
Corporation
Richard M. Perry Vice Vice President See above. United States
President of Newmont
and Mining
Managing Corporation
Director, and Managing
Newmont USA Director of
Limited Newmont USA
Limited
Robin A. Plumbridge Director Retired N/A South Africa
Chairman of
Gold Fields of
South Africa
Limited
John B. Prescott Director Chairman of Level 28, 140 Australia
Australian William Street
Submarine Melbourne, VIC 3000
Corporation AUSTRALIA
Pty Limited
Moeen A. Qureshi Director Chairman of 2001 Pennsylvania Pakistan
Emerging Avenue, NW
Markets Suite 1100
Partnership Washington, D.C.
20006
Michael K. Reilly Director Retired N/A United States
Chairman of
Zeigler Coal
Holding Company
Carlos Santa Cruz Vice Vice President See above. Peru
President of Newmont
and Mining
Managing Corporation
Director, and Managing
Newmont Director of
Peru Limited Newmont Peru
Limited
Seymour Schulich Director Chairman of Suite 1900, Box 2005 Canada
Newmont 20 Eglinton Avenue West
Capital Limited Toronto, ON M4R 1K8
CANADA
James V. Taranik Director President Department of United States
Emeritus of Geological Sciences,
Desert MS 172
Research Mackay School of Mines
Institute of University of Nevada, Reno
the University Reno, NV 89557-0138
and Community
College System
of Nevada
Page 10 of 11
EXHIBIT INDEX
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Exhibit 99.1 -- Agreement between
Franco-Nevada (subsequently renamed
"Newmont Mining Corporation of
Canada Limited") and the Issuer,
dated September 5, 2001,
incorporated herein by reference to
Exhibit 1 to the Schedule 13D.
Exhibit 99.2 -- Joint Filing Agreement between
Franco-Nevada (subsequently renamed
"Newmont Mining Corporation of
Canada Limited") and Newmont,
incorporated herein by reference to
Exhibit 99.2 to the Schedule 13D,
as amended.
Exhibit 99.3 -- Lock-Up Agreement, dated as of June 10,
2002, among the Issuer, Newmont Mining Corporation
and Newmont Mining Corporation of Canada Limited.
Exhibit 99.4 -- Combination Agreement, dated as of
June 10, 2002, among Kinross Gold
Corporation, TVX Gold Inc. and the
Issuer, incorporated herein by
reference to Exhibit 2.1 of the
Current Report on Form 8-K filed by
the Issuer on June 11, 2002.
Page 11 of 11