SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 24, 2001
HOMESTAKE MINING COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 1-8736 94-2934609
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1600 Riviera Avenue, Suite 200, Walnut Creek, CA 94596-3568
(Address of principal executive offices) (zip code)
(925) 817-1300
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events
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On June 24, 2001, Barrick Gold Corporation ("Barrick"), Havana
Acquisition Inc., a wholly owned subsidiary of Barrick ("Sub") , and Homestake
Mining Company ("Homestake"), entered into an Agreement and Plan of Merger
(the "Merger Agreement") which provides, among other things, that Sub will
merge with and into Homestake (the "Merger") and each outstanding share of
common stock of Homestake will be converted into the right to receive 0.53
fully paid, nonassessable common shares of Barrick, subject to the terms and
conditions of the Merger Agreement. The single issued and outstanding share of
special voting stock of Homestake, through which the exchangeable shares of
Homestake Canada Inc. vote with the Homestake common stock, will be converted
into the right to receive one fully paid and nonassessable share of special
voting stock of Barrick. The exchangeable shares of Homestake Canada Inc.
("HCI") will not otherwise be affected by the Merger Agreement and will remain
outstanding at the consummation of the Merger.
In connection with the Merger Agreement, Barrick, Sub and Homestake have
entered into a Stockholders Agreement (the "Stockholders Agreement") with each
of Jack Thompson (Chairman and Chief Executive Officer of Homestake), Walter
Segsworth (President and Chief Operating Officer of Homestake), August von
Finck (Homestake's largest stockholder) and certain other stockholders of
Homestake pursuant to which Messrs. Thompson, Segsworth and von Finck and such
other stockholders have agreed to support the transactions contemplated by the
Merger Agreement.
In connection with the Merger Agreement, on June 24, 2001, Homestake
amended its Rights Agreement (the "Rights Agreement"), dated as of October 16,
1987, and as amended on October 15, 1997, and on December 3, 1998, between
Homestake and Fleet National Bank N.A., as Rights Agent (the "Rights Agent"),
in order to render the rights issued thereunder inapplicable to the Merger and
to the other transactions contemplated by the Merger Agreement.
In addition, in connection with the Merger Agreement, Homestake amended
the Rights Agreement relating to the exchangeable shares of HCI dated as of
December 3, 1998 (the "HCI Rights Agreement") among HCI, Homestake and
Computershare Trust Company of Canada, as Rights Agent (the "HCI Rights
Agent"), in order to render the rights issued thereunder inapplicable to the
Merger and to the other transactions contemplated by the Merger Agreement.
The press release issued by Homestake relating to the transaction is
filed herewith as Exhibit 99.1.
All references to the Merger Agreement are qualified in their entirety by
the full text of such agreement.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
Exhibit 99.1 Press Release
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
HOMESTAKE MINING COMPANY
Date: June 26, 2001 By: /s/ Wayne Kirk
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Name: Wayne Kirk
Title: Vice President, General
Counsel and Corporate
Secretary
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EXHIBIT INDEX
The following exhibits are filed herewith:
Exhibit No. Description
Exhibit 99.1 Press Release
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