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:
Sharon Dowdall David A. Katz
Vice President and Secretary Wachtell, Lipton, Rosen & Katz
Newmont Mining Corporation of Canada Limited 51 West 52nd Street
Suite 1900, 20 Eglinton Avenue, West New York, NY 10019
Toronto, Ontario M4R 1K8 (212) 403-1309
416) 480-6491
January 31, 2003
(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 10 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 10)
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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*
OO
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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 SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 0
EACH REPORTING
PERSON WITH
-------------------------------------------------------
8 SHARED VOTING POWER
N/A
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9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
N/A
-------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
-------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /_/
-------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
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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 10)
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1 NAME OF REPORTING PERSONS
Newmont Mining Corporation
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
-------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
-------- -----------------------------------------------------------------------
3 SEC USE ONLY
-------- -----------------------------------------------------------------------
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 SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 0
EACH REPORTING
PERSON WITH
-------------------------------------------------------
8 SHARED VOTING POWER
N/A
-------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
N/A
-------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
-------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /_/
-------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
-------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 3, filed with the Commission on February 10, 2003,
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, and by Amendment No. 2 to the Statement on
Schedule 13D, filed on June 18, 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
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.
Item 5. Interest in Securities of the Issuer.
Item 5 to Schedule 13D is amended as follows:
(a) and (b). As a result of the combination (the "Combination") of Kinross Gold
Corporation ("Kinross"), the Issuer and TVX Gold Inc. ("TVX") pursuant to a
combination agreement providing for the Combination and the concurrent
acquisition by TVX of Newmont's 49.9% interest in the TXV Newmont Americas joint
venture, the Reporting Persons no longer have beneficial ownership of any of the
Issuer's common shares.
(c) Except as set forth above, none of the Reporting Persons has effected any
transactions in the common shares of the Issuer during the last 60 days.
(e) The Reporting Persons ceased to be beneficial owners of five percent or more
of the common shares on January 31, 2003.
SIGNATURE
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: February 7, 2003
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/ Ardis Young
-----------------------------------------
Name: Ardis Young
Title: Assistant Secretary
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, unless otherwise noted, is c/o Newmont Mining Corporation,
1700 Lincoln Street, Denver, Colorado 80203.
NAME TITLE PRESENT ADDRESS OF BUSINESS IN CITIZENSHIP
PRINCIPAL WHICH PRINCIPAL OCCUPATION
OCCUPATION CONDUCTED
Britt D. Banks Vice President Vice President, General See above. United States
Counsel and Secretary of
Newmont Mining Corporation
Sharon E. Dowdall Vice Vice President and Suite 1900, Box 2005 Canada
President and Secretary Newmont Mining 20 Eglinton Avenue West
Secretary Corporation of Canada Toronto, ON M4R 1K8
Limited and Newmont CANADA
Capital Limited, Group
Legal Counsel - Canada
Newmont Mining Corporation
Joseph P. Flannery Director Chairman, President and 70 Great Hill Road United States
Chief Executive Officer Naugatuck, CT 06770
of Uniroyal Holding Inc.
David H. Francisco Vice President Executive Vice President, See above. United States
Operations, of Newmont
Mining Corporation
Bruce D. Hansen Vice President Senior Vice President and See above. United States
Chief Financial Officer
of Newmont Mining
Corporation
Leo I. Higdon, Jr. Director President of Charleston Office of the President United States
College College of Charleston
66 George Street
Charleston, SC 29424
Donald G. Karras Vice President Vice President, Taxes See above United States
Newmont Mining Corporation
Pierre Lassonde Director; President of Newmont See above. Canada
President Mining Corporation
Wayne W. Murdy Director; Chairman and Chief See above. United States
Chairman Executive Officer of
Newmont Mining Corporation
Thomas P. Mahoney Vice Vice President and See above United States
President and Treasurer
Treasurer
Robin A. Plumbridge Director Retired Chairman of Gold See above United States
Fields of South Africa
Limited
Moeen A. Qureshi Director Chairman of Emerging 2001 Pennsylvania Avenue, Pakistan
Markets Partnership NW
Suite 1100
Washington, D.C. 20006
Seymour Schulich Director Chairman of Newmont Suite 1900, Box 2005 Canada
Capital Limited, 20 Eglinton Avenue West
Director, Newmont Mining Toronto, ON M4R 1K8
Corporation CANADA
NAME TITLE PRESENT ADDRESS OF BUSINESS IN CITIZENSHIP
PRINCIPAL WHICH PRINCIPAL OCCUPATION
OCCUPATION CONDUCTED
James V. Taranik Director President Emeritus of Department of Geological United States
Desert Research Institute Sciences, MS 172
of the University and Mackay School of Mines
Community College System University of Nevada, Reno
of Nevada Reno, NV 89557-0138
H. Geoffrey Waterman Vice President Vice President Newmont Suite 1900, Box 2005 Canada
Mining Corporation of 20 Eglinton Avenue West
Canada Limited Toronto, ON M4R 1K8
CANADA
Ardis Young Assistant Assistant Secretary, See above United States
Secretary Newmont Mining Corporation
Annex B
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, unless otherwise noted, is c/o Newmont Mining
Corporation, 1700 Lincoln Street, Denver, Colorado 80203.
NAME TITLE PRESENT ADDRESS OF BUSINESS IN CITIZENSHIP
PRINCIPAL WHICH PRINCIPAL OCCUPATION
OCCUPATION CONDUCTED
Britt D. Banks Vice President, Vice President, See above. United States
General Counsel General Counsel and
and Secretary Secretary of Newmont
Mining Corporation
Glen A. Barton Director Chairman and Chief 100 NE Adams Street United States
Executive Officer of Peoria, IL 61629-7216
Caterpillar Inc.
Vincent A. Calarco Director President and Chief One American Lane United States
Executive Officer of Greenwich, CT 06831
Crompton Corporation
James T. Curry, Jr. Director Retired Director and N/A United States
Retired Chief
Executive Officer of
the Minerals Division
of Broken Hill
Proprietary Company
Ltd.
John A.S. Dow Executive Vice Executive Vice See above. New Zealand
President and President of Newmont
Managing Mining Corporation
Director of and Managing Director
Newmont of Newmont Australia
Australia Limited
Limited
Thomas L. Enos Vice President Vice President of See above United States
and Managing Newmont Mining
Director, Corporation and
Newmont Managing Director,
Indonesia Newmont Indonesia
Limited Limited
Joseph P. Flannery Director Chairman, President 70 Great Hill Road United States
and Chief Executive Naugatuck, CT 06770
Officer of Uniroyal
Holding Inc.
David H. Francisco Executive Vice Executive Vice See above. United States
President, President, Operations
Operations of Newmont Mining
Corporation
M. Craig Haase Director Retired Executive N/A United States
Vice President and
Chief Legal Officer
of Franco-Nevada
Mining Corporation
Limited.
Michael S. Hamson Director Chairman of Hamson Acland Street Corner Australia
Consultants Entrance (Rear)
195 Walsh Street
South Yarra, VIC 3141
AUSTRALIA
Bruce D. Hansen Senior Vice Senior Vice President See above. United States
President and and Chief Financial
Chief Financial Officer of Newmont
Officer Mining Corporation
NAME TITLE PRESENT ADDRESS OF BUSINESS IN CITIZENSHIP
PRINCIPAL WHICH PRINCIPAL OCCUPATION
OCCUPATION CONDUCTED
David Harquail President and President and See above. Canada
Managing Managing Director,
Director, Newmont Capital
Newmont Capital Limited, of Newmont
Limited Mining Corporation
Leo I. Higdon, Jr. Director President of Office of the President United States
Charleston College College of Charleston
66 George Street
Charleston, SC 29424
Donald G. Karras Vice President, Vice President, See above. United States
Taxes Taxes, of Newmont
Mining Corporation
Pierre Lassonde Director; President of Newmont See above. Canada
President Mining Corporation
Thomas P. Mahoney Vice President Vice President and See above. United States
and Treasurer Treasurer of Newmont
Mining Corporation
Robert J. Miller Director Partner, Jones Vargas Third Floor South United States
law firm 3773 Howard Hughes Parkway
Las Vegas, NV 89109-0949
Wayne W. Murdy Director, Chairman and Chief See above. United States
Chairman and Executive Officer of
Chief Executive Newmont Mining
Officer Corporation
David W. Peat Vice President Vice President and See above. United States
and Global Global Controller of
Controller Newmont Mining
Corporation
Richard M. Perry Vice President Vice President of See above. United States
and Managing Newmont Mining
Director, Corporation and
Newmont USA Managing Director of
Limited Newmont USA Limited
Robin A. Plumbridge Director Retired Chairman of N/A United States
Gold Fields of South
Africa Limited
John B. Prescott Director Chairman of Level 28, 140 William Street Australia
Australian Submarine Melbourne, VIC 3000
Corporation Pty AUSTRALIA
Limited
Moeen A. Qureshi Director Chairman of Emerging 2001 Pennsyl;vania Avenue, NW Pakistan
Markets Partnership Suite 1100
Washington, D.C. 20006
Michael K. Reilly Director Retired Chairman of N/A United States
Zeigler Coal Holding
Company
Carlos Santa Cruz Vice President Vice President of See above. Peru
and Managing Newmont Mining
Director, Corporation and
Newmont Peru Managing Director of
Limited Newmont Peru Limited
Seymour Schulich Director Chairman of Newmont Suite 1900, Box 2005 Canada
Capital Limited 20 Eglinton Avenue West
Toronto, ON M4R 1K8
CANADA
NAME TITLE PRESENT ADDRESS OF BUSINESS IN CITIZENSHIP
PRINCIPAL WHICH PRINCIPAL OCCUPATION
OCCUPATION CONDUCTED
James V. Taranik Director President Emeritus of Department of Geological United States
Desert Research Sciences, MS 172
Institute of the Mackay School of Mines
University and University of Nevada, Reno
Community College Reno, NV 89557-0138
System of Nevada