UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE TO
(Rule 14d-100)
(Amendment No. 2)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
GOLDCORP INC.
GLAMIS GOLD LTD.
Common Shares
(Title of Class of Securities)
38095640
(CUSIP Number of Class of Securities)
Charles A Jeannes, Esq.
Senior Vice President, Administration,
General Counsel and Secretary
Glamis Gold Ltd.
5190 Neil Road, Suite 310, Reno, Nevada 89502
(775) 827-4600
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing person)
with a copy to:
David S. Stone, Esq.
Neal, Gerber & Eisenberg, LLP
2 North LaSalle Street, Suite 2200
Chicago, Illinois 60602
(312) 269-8000
Calculation of Filing Fee
Transaction Valuation (1) | Amount of Filing Fee (2) | |
$2,856,644,848 | $336,228 |
(1) Estimated for purposes of calculating the amount of the filing fee only. The transaction valuation was determined by multiplying 210,124,667, the number of Goldcorp Inc. common shares outstanding on December 22, 2004, by $13.595, the price of a Goldcorp common share, calculated based on the average of the high and low prices for Goldcorp common shares reported on the New York Stock Exchange on December 8, 2004.
(2) The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended.
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid:
Form or Registration No.:
Filing party:
Date filed:
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$336,228 F-10 Glamis Gold Ltd. January 7, 2005 |
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
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Third party tender offer subject to Rule 14d-1. Issuer tender offer subject to Rule 13e-4. Going-private transaction subject to Rule 13e-3. Amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on January 7, 2005, relating to the third party tender offer made pursuant to the offer to purchase and circular dated January 7, 2005 (as amended or supplemented from time to time, the Offer and Circular) and in the related Letter of Transmittal. Upon the terms and subject to the conditions described in the Offer and Circular and Letter of Transmittal, Glamis Gold Ltd., a British Columbia, Canada, corporation (Glamis) is offering to purchase all outstanding common shares of Goldcorp Inc., an Ontario, Canada, corporation (Goldcorp), at a purchase price of 0.89 of a Glamis common shares for each outstanding common share of Goldcorp.
On January 14, 2005, Glamis issued a press release announcing its view that Goldcorps engagement of its third investment bank in as many months does not serve the best interests of Goldcorp shareholders. A copy of the press release is attached hereto as Exhibit (a)(5)(viii) and is incorporated herein by reference.
Item 12. Exhibits.
(a)(5)(viii) Press Release dated January 14, 2005.
SIGNATURE
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.
Date: January 14, 2005
Glamis Gold, Ltd. |
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By: | /s/ Charles A. Jeannes | |||
Name: | Charles A. Jeannes | |||
Title: | Senior Vice President, Administration, Secretary and General Counsel |
Exhibit (a)(5)(viii)
NEWS RELEASE
For immediate release
Trading
symbol: NYSE, TSX GLG All amounts in US$ |
January 14, 2005 |
ADDING FINANCIAL ADVISORS DOES NOT ADD VALUE FOR
GOLDCORP SHAREHOLDERS
January 14, 2005 Reno, Nevada - Glamis Gold Ltd. (NYSE: GLG; TSX: GLG) said today that Goldcorp Inc.s engagement of its third investment bank in as many months does not serve the best interests of Goldcorp shareholders.
On January 12, Goldcorp announced that it had engaged Bear Stearns & Co., Inc. in addition to GMP Securities Inc. to provide financial advice in connection with Goldcorps proposed acquisition of Wheaton River Minerals Ltd., the take-over offer by Glamis for Goldcorp, or other potential transactions.
The Glamis offer is a better choice for Goldcorp shareholders than the proposed Wheaton River transaction. That wont change with the addition of another financial advisor, said Kevin McArthur, President and Chief Executive Officer of Glamis Gold. With our offer, Goldcorp shareholders receive a significant premium instead of paying one. They can remain investors in a pure gold company with proven management focused on creating shareholder value.
As recently as two months ago, Goldcorp was working with NM Rothschild & Sons as its independent financial advisor. But after Glamis was informed that Rothschild had told the Goldcorp Independent Special Committee that a transaction involving the exchange of 0.89 Glamis common shares for each Goldcorp common share was fair to Goldcorps shareholders from a financial point of view, Rothschild was removed from the scene. Rothschild was then immediately replaced with GMP Securities, an investment bank that has represented Wheaton River at least five times in the last eighteen months.
Although perhaps intended as a response to legitimate concerns of investors about the independence of GMP, the hiring of a third investment bank is yet another needless waste of Goldcorp shareholders money, said Mr. McArthur. The Board has already agreed to an unnecessary $35 million break fee in the Wheaton River agreement. Adding another investment bank will probably cost shareholders millions more.
Mr. McArthur concluded, The Goldcorp Board of Directors has made the sound decision to give their shareholders a choice. Now, the Goldcorp Board and Mr. McEwen should stop the value destruction and let their shareholders make that decision. And if shareholders vote against the Wheaton River transaction on January 31, they will preserve their right to choose to tender to Glamis and receive a significant premium for their shares.
Glamis Gold Ltd. is a premier intermediate gold producer with low-cost gold mines and development projects in Nevada, Mexico and Central America. The Company remains 100 percent unhedged. Glamis plan and budget reflects a near tripling of annual gold production to more than 700,000 ounces by 2007 at a total cash cost below $150 per ounce.
Safe Harbor Statement under the United States Private Securities Litigation Reform Act of 1995: Except for the statements of historical fact contained herein, the information presented constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements, include, but are not limited to those with respect to, the price of gold, the estimation of mineral reserves and resources, the realization of mineral reserves estimates, the timing and amount of estimated future production, costs of production, capital expenditures, costs and timing of the development of new deposits, success of exploration activities, Glamis hedging practices, permitting time lines, currency fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims limitations on insurance coverage and the timing and possible outcome of pending litigation. Often, but not always, forward-looking statements can be identified by the use of words such as plans, expects, or does not expect, is expected, budget, estimates, forecasts, intends, anticipates or does not anticipate, or believes, or variation of such words and phrases or state that certain actions, events or results, may, could, would, might or will be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Glamis to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the actual results of current exploration activities, actual results of current reclamation activities, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, future prices of gold, possible variations in ore grade or recovery rates, failure of plant, equipment or processes to operate as anticipated, accidents, labor disputes and other risks of the mining industry, delays in obtaining governmental approvals or financing or in the completion of development or construction activities, as well as those factors discussed in the section entitled Other Considerations in the Glamis Annual Information Form. Although Glamis has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
This press release does not constitute an offer to buy or sell, or the solicitation of an offer to buy or sell, any of the securities of Glamis or Goldcorp. Such an offer may only be made pursuant to a registration statement and prospectus filed with the U.S. Securities and Exchange Commission and offer to purchase and circular filed with Canadian securities regulatory authorities. Glamis has filed with the U.S. Securities and Exchange Commission a Registration Statement on SEC Form F-10, and has mailed an Offer Circular to Goldcorp stockholders concerning the proposed business combination with Goldcorp. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT, THE OFFER CIRCULAR AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORY AUTHORITIES, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and security holders can obtain the documents free of charge at the SECs website, www.sec.gov or in Canada at www.SEDAR.com. In addition, documents filed with the SEC and in Canada by Glamis are available free of charge from Glamis Investor Relations, 5190 Neil Road, Suite 310, Reno, NV 89502, telephone (775) 827-4600.
For further information please contact:
Media: | ||||
John Lute: | Phone: 416-929-5883 | |||
Email: jlute@luteco.com | ||||
Larry Roth: | Phone: 732-598-2092 | |||
Email: larryroth@rothir.com | ||||
Investors: | ||||
Glamis Gold Ltd. | Website: | www.glamis.com | ||
5190 Neil Road, Suite 310 | email requests for investor packets to: | info@glamis.com | ||
Reno, NV 89502 | email questions/correspondence to: | michaels@glamis.com | ||
Michael A. Steeves | Phone: | 1-775-827-4600 ext. 3104 | ||
Vice President, Investor Relations |
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