Filed pursuant to General Instruction II.L. of Form F-10;
File No. 333-113870
No securities regulatory authority has expressed an opinion about these securities and it is an offense to claim otherwise.
This prospectus supplement, together with the base shelf prospectus to which it relates dated April 14, 2004 and each document deemed to be incorporated by reference therein, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.
Prospectus Supplement No. 13 dated November 2, 2005 to Short Form Base Shelf Prospectus dated April 14, 2004, as previously supplemented on May 18, 2004, June 1, 2004, July 1, 2004, August 1, 2004, September 1, 2004, October 1, 2004, November 4, 2004, December 1, 2004, January 4, 2005, June 20, 2005, July 6, 2005 and September 21, 2005
US$230,000,000
2.75% CONVERTIBLE SENIOR DEBENTURES DUE 2023
Interest payable on April 15 and October 15
Pursuant to the multijurisdictional disclosure system adopted by the Canadian securities regulatory authorities and the Securities and Exchange Commission (the “SEC”), we filed a short form base shelf prospectus (the “prospectus”), dated April 14, 2004, with the British Columbia Securities Commission (the “BCSC”), and a registration statement on Form F-10 containing the prospectus with the SEC. The prospectus may be used by the selling securityholders named therein in connection with resales of our 2.75% Convertible Senior Debentures due 2023 (the “debentures”) and the common shares issuable upon the conversion of the debentures (the “underlying shares”).
The holders of the debentures and the underlying shares (together, the “registrable securities”) are entitled to the benefits of a registration rights agreement (the “Registration Rights Agreement”), dated as of October 10, 2003, among us and Citigroup Global Markets, Inc., J.P. Morgan Securities Inc., and Morgan Stanley & Co., Incorporated, as representatives of the initial purchasers of the debentures. Under the Registration Rights Agreement, any holder of registrable securities wishing to sell registrable securities pursuant to the prospectus must deliver a Notice and Questionnaire to us (each holder who has delivered a Notice and Questionnaire to us is referred to herein as an “electing holder”). Under the Registration Rights Agreement, we have agreed to file with the BCSC and the SEC the documents required to include in the prospectus the registrable securities held by electing holders.
We are filing this prospectus supplement to include in the prospectus the registrable securities of electing holders who have signed, completed and delivered to us a Notice and Questionnaire since September 21, 2005.
DOCUMENTS INCORPORATED BY REFERENCE
This section amends and replaces the section in the prospectus entitled “Documents Incorporated by Reference”.
We are “incorporating by reference” into the prospectus information we file with the BCSC, which means we are disclosing important information to you by referring you to those documents. The following documents filed by us with the BCSC are incorporated by reference into, and form an integral part of, the prospectus:
| (1) | Annual Information Form, dated February 23, 2005, including the consolidated annual financial statements, and the related notes thereto, as of December 31, 2004 and 2003, and for the three-year period ended December 31, 2004, together with the auditors’ report thereon, prepared in accordance with U.S. generally accepted accounting principles (the “U.S. GAAP Annual Financial Statements”) and Management’s Discussion and Analysis of Financial Condition and Results of Operations with respect to the U.S. GAAP Annual Financial Statements. | |||
| (2) | Consolidated annual financial statements, and the related notes thereto, as of December 31, 2004 and 2003, and for the three-year period ended December 31, 2004, together with the auditors’ report thereon, prepared in accordance with Canadian generally accepted accounting principles (the “Canadian GAAP Annual Financial Statements”). | |||
| (3) | Management’s Discussion and Analysis of Financial Condition and Results of Operations with respect to the Canadian GAAP Annual Financial Statements. | |||
| (4) | Management Proxy Circular and Statement, dated February 24, 2005. | |||
| (5) | Unaudited consolidated financial statements as at September 30, 2005 and for the nine months ended September 30, 2005 and 2004, and the related notes thereto, prepared in accordance with U.S. generally accepted accounting principles (the “Unaudited Financial Statements”). | |||
| (6) | Management’s Discussion and Analysis with respect to the Unaudited Financial Statements. | |||
| (7) | Material change report, dated August 5, 2005, announcing that Rex McLennan, our Executive Vice-President and Chief Financial Officer, has left the Company to pursue other interests, effective August 5, 2005. | |||
| (8) | Material change report, dated September 16, 2005, announcing that we have approved the development of the Cortez Hills gold project on our 60%-owned Cortez Joint Venture Property in Nevada and the Wallaby underground project at the Granny Smith mine in Western Australia. | |||
| (9) | Material change report, dated September 27, 2005, announcing that we have approved the Pueblo Viejo gold project in the Dominican Republic for development. | |||
| (10) | Material change report, dated October 3, 2005, announcing that Lindsay Hall has been appointed as our Executive Vice-President and Chief Financial Officer, effective November 1, 2005. | |||
Any document of the type referred to in the preceding paragraph (excluding confidential material change reports) after the date of the prospectus and prior to expiration of the effectiveness of the registration statement containing the prospectus is deemed to be incorporated by reference into the prospectus.
Any statement contained in the prospectus or in a document incorporated or deemed to be incorporated by reference therein will be deemed to be modified or superseded for purposes of the prospectus to the extent that a statement contained in the prospectus or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference into the prospectus modifies and supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement will not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute part of the prospectus.
We will provide, without charge, to each person to whom a copy of the prospectus has been delivered, upon the written or oral request of such person, a copy of any or all of the documents referred to above which have been or may be incorporated by reference into the prospectus. Requests for such copies should be directed to the Secretary, Placer Dome Inc., P.O. Box 49330, Bentall Postal Station, Vancouver, British Columbia, Canada V7X 1P1, telephone (604) 682-7082.
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SELLING SECURITYHOLDERS
The following table lists all electing holders as of the date of this prospectus supplement, based upon the information given to us by those electing holders.
| Name of Selling Securityholder | Principal Amount of Notes Beneficially Owned That May Be Sold (US$) | |||
| 1976 Distribution Trust FBO A.R. Lauder/Zinterhofer | 10,000 | |||
| 2000 Revocable Trust FBO A.R. Lauder/Zinterhofer | 10,000 | |||
| Advisory Convertible Arbitrage Fund (I) L.P. | 1,200,000 | |||
| Alcon Laboratories | 557,000 | |||
| Alexandra Global Master Fund Ltd. | 5,000,000 | |||
| Allegheny County Police | 58,000 | |||
| Allstate Insurance Company | 1,000,000 | |||
| Allstate Life Insurance Company | 1,500,000 | |||
| Alpha US Sub Fund 4, LLC | 287,500 | |||
| American Investors Life Insurance Co. | 200,000 | |||
| Amerisure Mutual Insurance Company | 495,000 | |||
| AmerUS Life Insurance Co. | 5,200,000 | |||
| Arapahoe County Colorado | 109,000 | |||
| Arkansas PERS | 1,320,000 | |||
| Arlington County Employees Retirement System | 170,000 | |||
| Asante Health Systems | 143,000 | |||
| Attorney’s Title Insurance Fund | 65,000 | |||
| Bankers Life Insurance Company of New York | 100,000 | |||
| Beamtenversicherungskasse des Kantons Zurich | 5,300,000 | |||
| Bernische Lehrerversicherungkasse | 1,100,000 | |||
| British Virgin Islands Electricity Corporation | 9,000 | |||
| British Virgin Islands Social Security Board | 178,000 | |||
| City and County of San Francisco Retirement System | 2,129,000 | |||
| City of New Orleans | 293,000 | |||
| City University of New York | 217,000 | |||
| Citigroup Global Markets Inc. | 2,683,000 | |||
| Convertible Securities Fund | 65,000 | |||
| CNH CA Master Account, LP | 500,000 | |||
| DBAG London | 103,000 | |||
| DaimlerChrysler Corp. Emp. #1 Pension Plan dtd 4/1/89 | 5,185,000 | |||
| Defined Benefit Plan of Zeneca AG Products Holdings, Inc. | 75,000 | |||
| Delaware Public Employees Retirement System | 2,235,000 | |||
| Delta Airlines Master Trust | 440,000 | |||
| Deutsche Bank Securities Inc. | 3,530,000 | |||
| DKR Saturn Event Driven Holding Fund Ltd. | 2,000,000 | |||
| DKR Saturn Special Situations Holding Fund Ltd. | 2,000,000 | |||
| DKR SoundShore Strategic Holding Fund Ltd. | 4,000,000 | |||
| Dodeca Fund, L.P. | 850,000 | |||
| Duke Endowment | 340,000 | |||
| Family Service Life Insurance Co. | 100,000 | |||
| Franklin and Marshall College | 295,000 | |||
| Frederik Meijer Charitable Trust Fund | 37,000 | |||
| Fuji US Income Open | 2,500,000 | |||
| Gemini Sammelstiftung zur Forderung der Personalvorsorge | 280,000 | |||
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| Name of Selling Securityholder | Principal Amount of Notes Beneficially Owned That May Be Sold (US$) | |||
| Georgia Municipal Employees Benefit System | 1,024,000 | |||
| GLG Capital Appreciation Fund | 5,540,000 | |||
| GLG Capital Appreciation (Distributing) Fund | 2,460,000 | |||
| GLG Global Convertible Fund | 3,800,000 | |||
| GLG Global Convertible UCITS Fund | 6,400,000 | |||
| GLG Market Neutral Fund | 18,500,000 | |||
| Goldman Sachs & Co. | 557,000 | |||
| Grady Hospital Foundation | 192,000 | |||
| Guardian Life High Delta Convertibles | 830,000 | |||
| Guardian Life Insurance Co. | 5,300,000 | |||
| Guardian Pension Trust | 400,000 | |||
| Hallmark Convertible Securities Fund | 110,000 | |||
| Hamburger Pensionkasse von 1905 VvaG | 115,000 | |||
| Hymani | 8,000 | |||
| Independence Blue Cross | 758,000 | |||
| Indianapolis Life Insurance Co. | 16,875,000 | |||
| Inflective Convertible Opportunity Fund I, L.P. | 30,000 | |||
| Innovest Finanzdienstle | 1,685,000 | |||
| Jeffries Umbrella Fund Global Convertible Bonds | 1,880,000 | |||
| Jeffries Umbrella Fund US Convertible Bonds | 200,000 | |||
| JMG Capital Partners LP | 29,200,000 | |||
| JMG Triton Offshore Fund, Ltd. | 30,450,000 | |||
| JP Morgan Securities Inc. | 563,000 | |||
| LCM Fund | 158,000 | |||
| LDG Limited | 78,000 | |||
| Lexington Vantage Fund | 8,000 | |||
| Lighthouse Multi-Strategy Master Fund Ltd. | 150,000 | |||
| Lord Abbett America's Value Fund | 1,500,000 | |||
| Lord Abbett Series Fund — America's Value Portfolio | 50,000 | |||
| Lord Abbett Series Fund — Bond Debenture Portfolio | 650,000 | |||
| Louisiana CCRF | 150,000 | |||
| MLQA Convertible Securities Arbitrage Ltd | 10,000,000 | |||
| McMahan Securities Co. L.P. | 840,000 | |||
| Managed Assets Trust | 50,000 | |||
| Maurice Kent | 27,000 | |||
| Maystone Continuum Master Fund Ltd. | 4,250,000 | |||
| Meijer Fund | 155,000 | |||
| Mellon HBU Master Convertible Arbitrage Fund LP | 400,000 | |||
| Mellon HBU Master Multi-Strategy Fund LP | 100,000 | |||
| Merrill Lynch Insurance Group | 461,000 | |||
| Merrill Lynch Insurance Group Bond Debenture Portfolio | 100,000 | |||
| Met Investor Series Trust — America's Value | 50,000 | |||
| Met Investor Series Trust — Bond Debenture | 7,000,000 | |||
| Mint Hite Fund LP | 100,000 | |||
| Morgan Stanley Allocator Fund | 370,000 | |||
| Morgan Stanley Convertible Securities Trust | 1,350,000 | |||
| Morgan Stanley & Co. Incorporated | 600,000 | |||
| Municipal Employees | 344,000 | |||
| National Benefit Life Insurance Company | 6,000 | |||
| Nations Convertible Securities Fund | 8,435,000 | |||
| New Orleans Firefighters Pension/Relief Fund | 195,000 | |||
| Nicholas Applegate Capital Management Investment Grade Convertible | 20,000 | |||
| Nisswa Master Fund Ltd. | 450,000 | |||
| Occidental Petroleum Corporation | 387,000 | |||
| Ohio Bureau of Workers Compensation | 249,000 | |||
| Orlando Regional Healthcare Foundation | 42,000 | |||
| Otterbein Homes Pension | 29,000 | |||
| Pacific Life Insurance Company | 250,000 | |||
| Pensionkasse der Antalis AG | 70,000 | |||
| Pensionkasse der Ems-Chemie AG | 90,000 | |||
| Pensionkasse der Ems-Dottikon AG | 140,000 | |||
| Pensionkasse der Lonza AG | 200,000 | |||
| Pensionkasse der Rockwell Automation AG | 90,000 | |||
| Pensionkasse Pluss-Staufer AG | 80,000 | |||
| Pensionkasse Vantico | 140,000 | |||
| Personalfursorgestiftung der Gebaudeversicherung des Kantons Bern | 290,000 | |||
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| Name of Selling Securityholder | Principal Amount of Notes Beneficially Owned That May Be Sold (US$) | |||
| Personalvorsorge der PV Promea | 240,000 | |||
| Phoenix Lord Abbett Bond Debenture Fund | 125,000 | |||
| PIMCO Convertible Fund | 145,000 | |||
| Pioneer High Yield Fund | 55,850,000 | |||
| Pioneer High Yield VCT Portfolio | 250,000 | |||
| Pioneer U.S. High Yield Corp. Bond Sub Fund | 1,250,000 | |||
| Policeman and Fireman Retirement System of the City of Detroit | 550,000 | |||
| Primerica Life Insurance Company | 56,000 | |||
| Pro-mutual | 1,077,000 | |||
| Prudential Insurance Co. of America | 15,000 | |||
| Quest Global Convertible Master Fund Ltd. | 1,350,000 | |||
| Ret. Pension Plan of the CA State Auto Assn. | 100,000 | |||
| Russell Simmons | 120,000 | |||
| Russell Simmons A/C #3 | 30,000 | |||
| Russell Simmons IRA | 4,000 | |||
| SC Cowen Securities Corp. | 2,000,000 | |||
| Southern Farm Bureau Life Insurance Company | 500,000 | |||
| Sphinx Fund | 53,000 | |||
| Standard Fire Insurance Company | 106,000 | |||
| State Employees’ Retirement Fund of the State of Delaware | 940,000 | |||
| State of Florida Division of Treasury | 950,000 | |||
| State of Maryland Retirement Agency | 4,616,000 | |||
| State of Oregon/Equity | 4,125,000 | |||
| State Street Bank Custodian for GE Pension Fund | 2,595,000 | |||
| Teachers Insurance and Annuity Association of America | 2,500,000 | |||
| The Grable Foundation | 120,000 | |||
| Thrivent Financial for Lutherans (Swanbird & Co. nominee) | 1,500,000 | |||
| TQA Master Fund Ltd. | 768,000 | |||
| TQA Master Plus Fund Ltd. | 702,000 | |||
| Travelers Casualty Insurance Company of America | 144,000 | |||
| The Travelers Indemnity Company | 106,000 | |||
| The Travelers Insurance Company – Life | 392,000 | |||
| The Travelers Insurance Company – Separate Account TLAC | 11,000 | |||
| The Travelers Life and Annuity Company | 29,000 | |||
| Travelers Series Trust Convertible Bond Portfolio | 100,000 | |||
| Triborough Partners International Ltd. | 4,620,000 | |||
| Triborough Partners LLC | 1,980,000 | |||
| Trustmark Insurance | 489,000 | |||
| Universal Investment Gesellschaft MBH | 1,350,000 | |||
| Van Kampen Harbour Fund | 1,900,000 | |||
| Victory Capital Management as Agent for Charitable Convertible Securities Fund | 525,000 | |||
| Victory Capital Management as Agent for the Charitable Income Fund | 100,000 | |||
| Victory Capital Management as Agent for the EB Convertible Securities Fund | 865,000 | |||
| Victory Capital Management as Agent for the Field Foundation of Illinois | 45,000 | |||
| Victory Capital Management as Agent for the GenCorp Foundation | 35,000 | |||
| Victory Capital Management as Agent for the Key Trust Convertible Securities Fund | 175,000 | |||
| Victory Capital Management as Agent for the Key Trust Fixed Income Fund | 130,000 | |||
| Victory Capital Management as Agent for the Victory Convertible Fund | 645,000 | |||
| Victory Capital Management as Investment Manager for American Booksellers | 10,000 | |||
| Victory Capital Management as Investment Manager for the California State Auto Assoc. #3ASNF0002902 | 60,000 | |||
| Victory Capital Management as Investment Manager for the California State Auto Assoc. Inter-Insurance | 345,000 | |||
| Victory Capital Management as Investment Manager for the California State Auto Assoc. Retirement Pension Plan | 60,000 | |||
| Victory Capital Management as Investment Manager for Georgia Municipal Employees Retirement Trust Fdn. | 785,000 | |||
| Victory Capital Management as Investment Manager for Health Foundation of Greater Cincinnati | 150,000 | |||
| Victory Capital Management as Investment Manager for Potlatch | 435,000 | |||
| Victory Capital Management as Investment Manager for Stamford Police Pension | 35,000 | |||
| Victus Capital, LP | 2,000,000 | |||
| Whitney Museum of Art | 14,000 | |||
| Xavex — Convertible Arbitrage 7 Fund | 150,000 | |||
| Zurich Institutional Benchmarks Master Fund, Ltd. | 162,000 | |||
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