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 Merger Agreement is filed as Exhibit
2.1 and is incorporated herein by reference.
In connection with the Merger Agreement, (i) Barrick, Sub and Homestake
have entered into a Stockholders Agreement (a copy of which is attached hereto
as Exhibit 2.2) (the "Stockholders Agreement") with each of Jack Thompson,
Walter Segsworth, August von Finck 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, (ii) Homestake adopted Amendment No. 3 (which is attached
hereto as Exhibit 4.1) to its Rights Agreement and (iii) Homestake caused
Homestake Canada Inc. to adopt Amendment No. 1 (which is attached hereto as
Exhibit 4.2) to its Rights Agreement.
All references to the Merger Agreement and the Stockholders Agreement are
qualified in their entirety by the full text of such agreements, which are
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
Exhibit 2.1 Agreement and Plan of Merger dated as of June 24, 2001,
among Barrick Gold Corporation, Havana Acquisition Inc. and
Homestake Mining Company
Exhibit 2.2 Stockholders Agreement dated as of
June 24, 2001, among Barrick Gold
Corporation, Havana Acquisition Inc., Homestake Mining
Company, Jack Thompson, Walter Segsworth,
August von Finck and certain other stockholders
of Homestake Mining Company
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Exhibit 4.1 Amendment No. 3 to the
Rights Agreement dated as of
October 16, 1987, between
Homestake Mining Company and Fleet
National Bank N.A.
Exhibit 4.2 Amendment No. 1 to the
HCI Rights Agreement dated as of
December 3, 1998 among Homestake
Mining Company, Homestake Canada Inc.,
and Computershare Trust Company
of Canada
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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: July 3, 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 2.1 Agreement and Plan of Merger
dated as of June 24, 2001, among
Barrick Gold Corporation, Havana Acquisition Inc.
and Homestake Mining Company
Exhibit 2.2 Stockholders Agreement dated as of
June 24, 2001, among Barrick Gold
Corporation, Havana Acquisition Inc., Homestake Mining
Company, Jack Thompson, Walter Segsworth,
August von Finck and certain other stockholders
of Homestake Mining Company
Exhibit 4.1 Amendment No. 3 to the
Rights Agreement dated as of
October 16, 1987, between
Homestake Mining Company and Fleet
National Bank N.A.
Exhibit 4.2 Amendment No. 1 to the
HCI Rights Agreement dated as of
December 3, 1998 among Homestake
Mining Company, Homestake Canada Inc.,
and Computershare Trust Company
of Canada
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