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OMB APPROVAL
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OMB Number: 3235-0518
Expires: March 31, 2005
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form CB
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
(AMENDMENT NO. _______)
Please place an X in the box(es) to designate the appropriate rule provision(s)
relied upon to file this Form:
Securities Act Rule 801 (Rights Offering) [ ]
Securities Act Rule 802 (Exchange Offer) [ ]
Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) [ ]
Exchange Act Rule 14d-l(c) (Third Party Tender Offer) [X]
Exchange Act Rule 14e-2(d) (Subject Company Response) [ ]
Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8) [ ]
Note: Regulation S-T Rule 101(b)(8) only permits the filing or submission of a
Form CB in paper by a party that is not subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act.
WMC Resources Limited
(Name of Subject Company)
Not Applicable
(Translation of Subject Company's Name into English (if applicable))
Commonwealth of Australia
(Jurisdiction of Subject Company's Incorporation or Organization)
BHP Billiton Limited and BHP Billiton Plc
(Name of Person(s) Furnishing Form)
ordinary shares and shares underlying American depositary shares
(Title of Class of Subject Securities)
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(CUSIP Number of Class of Securities (if applicable))
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John Fast
Chief Legal Counsel
BHP Billiton Group
180 Londsdale St.
Melbourne, 3000
Australia
Tel: +61 3 9609 3333
Fax: + 61 3 9609 3015
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(Name, Address (including zip code) and Telephone Number (including area code)
of Person(s) Authorized to Receive Notices and Communications on Behalf of
Subject Company)
Copies to:
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David A. Katz, Esq. David Williamson
Partner Blake Dawson Waldron
Wachtell, Lipton, Rosen & Katz Level 39
51 West 52nd Street 101 Collins Street
New York, NY 10019-6150 Melbourne, Victoria 3000
U.S.A. Australia
Tel: + 212 403 1000 Tel: + 61 3 9679 3000
Fax: + 212 403 2000 Fax: + 61 3 9679 3111
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March 21, 2005 (Date of announcement of intention to commence Tender Offer)
(Date Tender Offer/Rights Offering Commenced)
* AN AGENCY MAY NOT CONDUCT OR SPONSOR, AND A PERSON IS NOT REQUIRED TO RESPOND
TO, A COLLECTION OF INFORMATION UNLESS IT DISPLAYS A CURRENTLY VALID CONTROL
NUMBER. ANY MEMBER OF THE PUBLIC MAY DIRECT TO THE COMMISSION ANY COMMENTS
CONCERNING THE ACCURACY OF THIS BURDEN ESTIMATE AND ANY SUGGESTIONS FOR REDUCING
THIS BURDEN. THIS COLLECTION OF INFORMATION HAS BEEN REVIEWED BY OMB IN
ACCORDANCE WITH THE CLEARANCE REQUIREMENTS OF 44 U.S.C. 3507.
SEC 2560 Persons who respond to the collection of Information
(10-03) contained in this form are not required to respond unless
the form displays a currently valid OMB control number.
PART I - INFORMATION SENT TO SECURITY HOLDERS
Item 1. Home Jurisdiction Documents
(a) BHP Billiton lodged a Bidder's Statement (Exhibit 1) for the ordinary
shares and the shares underlying the American Depositary Shares of WMC
Resources Limited with the Australian Securities and Investments Commission
on March 21, 2005.
(b) Not applicable.
Item 2. Informational Legends
Not applicable.
PART II - INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
(1) Australian Stock Exchange announcement dated March 21, 2005 (Exhibit 2). In
accordance with Chapter 6C of the Australian Corporations Act of 2001, BHP
Billiton lodged a notice of initial substantial holder (Exhibit 3) with the
Australian Securities and Investments Commission on March 22, 2005. In
accordance with Chapter 6C of the Australian Corporations Act of 2001,
Deutsche Bank AG lodged a notice of change of interests of substantial
holder (Exhibit 4) with the Australian Securities and Investments
Commission on March 11, 2005. Deutsche Bank AG is BHP Billiton's financial
advisor in connection with BHP Billiton's offer for the shares of WMC
Resources Limited.
(2) Not applicable.
(3) Not applicable.
PART III - CONSENT TO SERVICE OF PROCESS
On March 11, 2005, BHP Billiton filed with the Securities and Exchange
Commission on Irrevocable Consent and Power of Attorney on Form F-X.
PART IV - SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
By: /s/ Karen Wood
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(Signature)
Name: Karen Wood, Secretary
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(Name and Title)
Date: March 22, 2005