SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
KINAM GOLD, INC.
(Name of Subject Company)
KINROSS GOLD CORPORATION
KINROSS GOLD U.S.A., INC.
(Offerors)
(Name of Filing Persons)
$3.75 SERIES B CONVERTIBLE PREFERRED STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
49448220
(CUSIP Number of Class of Securities)
SHELLEY M. RILEY
Secretary
Kinross Gold Corporation
52nd Floor, Scotia Plaza
40 King Street West
Toronto, Ontario, Canada M5H 3Y2
Telephone: (416) 365-5123
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications on Behalf of the
Filing Person)
COPY TO:
KEITH L. POPE, ESQ.
Parr Waddoups Brown Gee & Loveless
185 South State Street, Suite 1300
Salt Lake City, Utah 84111-1537
(801) 532-7840
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
TRANSACTION VALUATION AMOUNT OF FILING FEE
$14,313,600* $1,317
- --------------------------------------------------------------------------------
* This amount assumes the purchase of 894,600 shares of $3.75 Series B
Convertible Preferred Stock, par value $1.00 per share, at the tender
offer price of $16.00.
|_| Check 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.
|_| 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:
|X| third-party tender offer subject to Rule 14d-1.
|_| issuer tender offer subject to Rule 13e-4.
|X| going-private transaction subject to Rule 13e-3.
|X| 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: |_|
Amount previously paid: Not applicable. Filing party: Not applicable.
Form or registration No.: Not applicable. Date filed: Not applicable.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in "Summary Term Sheet" in the Offer to
Purchase (as defined below) is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the subject company and issuer of the $3.75 Series B
Convertible Preferred Stock, par value $1.00 (the "Kinam Preferred"), is Kinam
Gold Inc., a Nevada corporation (the "Kinam"), and the address and telephone
number of its principal executive office are 802 East Winchester Avenue, Suite
100, Murray, Utah 84107, and (801) 290-1101. The filing persons are (i) Kinross
Gold Corporation, an Ontario corporation ("Kinross"), and the address and
telephone number of its principal executive office are 52nd Floor Scotia Plaza,
40 King Street West, Toronto, Ontario, Canada M5H 3Y2 and (416) 365-5123, and
(ii) Kinross Gold U.S.A., Inc., a Nevada corporation (the "Purchaser") and a
wholly-owned subsidiary of Kinross, and the address and telephone number of its
principal executive office are 802 East Winchester, Suite 100, Murray, Utah
84107 and (801) 290-1101. In an acquisition completed June 1, 1998, Kinross
acquired all of the common stock of Kinam. This acquisition gave Kinross
effective control of Kinam, since the outstanding Kinam common stock, which has
92,213,928 votes, and the Kinam preferred stock, which has 2,576,000 votes (each
outstanding share of Kinam preferred stock has 1.4 votes), vote as a single
class on all matters submitted to the shareholders, except as otherwise required
by law or specifically provided by the terms of Kinam's articles of
incorporation governing the Kinam preferred stock. In July, 2001, Kinross
acquired 945,400 shares of the 1,840,000 outstanding shares of Kinam preferred
stock, giving Kinross ownership of 51.4% of the Kinam preferred stock.
Consequently, Kinross now controls 93,537,488 votes out of a total of 94,789,928
votes entitled to be cast on any matter submitted to the shareholders of Kinam.
Kinross holds the shares of Kinam common stock and Kinam preferred shares that
it owns indirectly through the Purchaser.
(b) This Schedule relates to an offer by Kinross to purchase all of the
publicly-held shares of the Kinam preferred stock (the "Shares"), for cash in
the amount of $16.00 per Share, without interest, upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated February 20, 2002 (the
"Offer to Purchase"), and the related Letter of Transmittal (the "Letter of
Transmittal," which together with the Offer to Purchase constitute the "Offer"),
copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B),
respectively. The information set forth in "Introduction" and "Special
Factors--History" in the Offer to Purchase is incorporated herein by reference.
(c) The information set forth in "The Offer--Price Range of Kinam
Preferred Stock" in the Offer to Purchase is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The information set forth under Item 2(a) above is incorporated
herein by reference. The information set forth in "Schedule A" to the Offer to
Purchase is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in "Summary Term Sheet," "Special
Factors," "Consequences of the Tender Offer," "Introduction," "The Offer--Number
of Shares; Expiration Date," "--Acceptance for Payment and Payment for Shares,"
"--Procedures for Accepting the Offer and Tendering Shares," "--Withdrawal
Rights," "--Conditions of the Offer," "--Material Federal Income Tax
Consequences," and "--Extension of Tender Period; Termination; Amendments" in
the Offer to Purchase is incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) The information set forth in "Special Factors--History,"
"--Background of the Tender Offer" and "--Relationships Between Kinross and
Kinam" in the Offer to Purchase is incorporated herein by reference.
(b) The information set forth in "Special Factors--History," and
"--Background of the Tender Offer" in the Offer to Purchase is incorporated
herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) The information set forth in "Special Factors--Background of the
Tender Offer" and "--Reasons for and Purposes of the Tender Offer" in the Offer
to Purchase is incorporated herein by reference.
(c) The information set forth in "Summary Term Sheet," "Special
Factors--History" "--Consequences of the Tender Offer" and "Plans of Kinam and
Kinross After the Tender Offer" in the Offer to Purchase is incorporated herein
by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in "The Offer--Source of Funds for and
Expenses of the Offer" in the Offer to Purchase is incorporated herein by
reference.
(b) None.
(d) Not applicable.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information set forth in "Summary Term Sheet," "Special
Factors--History" "Introduction," "The Offer--Interests of Directors and
Officers; Transactions and Agreements Concerning the Shares" and "--BeneficiaL
Ownership of Kinam Preferred Stock" in the Offer to Purchase is incorporated
herein by reference.
(b) Not applicable.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) The information set forth in "The Offer--Source of Funds for and
Expenses of the Offer" in the Offer to Purchase is incorporated herein by
reference.
ITEM 10. FINANCIAL STATEMENTS.
(a) The information set forth in "Introduction--Additional Financial
Information" and "Additional Information" in the Offer to Purchase is
incorporated herein by reference.
ITEM 11. ADDITIONAL INFORMATION.
(a) The information set forth in "The Offer--Legal Matters; Regulatory
Approvals" in the Offer to Purchase is incorporated herein by reference.
(b) All portions of the Offer to Purchase, Exhibits to this Schedule TO
and Letter of Transmittal not previously incorporated herein in response to the
preceding items of this Schedule TO are incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(1) (A) Offer to Purchase, dated February 20, 2002.
(B) Form of Letter of Transmittal.
(C) Form W-9
(D) Form of Notice of Guaranteed Delivery.
(E) Form of Letter to brokers, dealers, commercial banks,
trust companies, and other nominees.
(F) Form of Letter to client for use by brokers, dealers,
commercial banks, trust companies, and other
nominees.
(G) Fairness Opinion, dated February 14, 2002, issued by
Raymond James Ltd.
(a)(2) (A) Solicitation/Recommendation Statement, dated
February 20, 2002, filed on Schedule 14D-9 dated February 20,
2002 by Kinam Gold Inc.
(a)(3) Offer to Purchase, dated February 20, 2002, filed as Exhibit
(a)(1)(A) hereto.
(a)(4) Not applicable.
(a)(5) (A) Press release, filed on Schedule TO on February 4,
2002.
(B) Precommencement communications, filed on Schedule TO
on February 6, 2002.
(C) Press release, filed on Schedule TO on February 12,
2002.
(D) Press release, dated, filed on Schedule TO on
February 15, 2002.
(E) Summary Advertisement published in the Wall Street
Journal, dated February 20, 2002.
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
SCHEDULE 13E-3 ITEM 1. SUMMARY TERM SHEET.
The information set forth under Item 1 above of this Schedule TO is
incorporated herein by reference.
SCHEDULE 13E-3 ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The information set forth under Item 2(a) above in this Schedule
TO is incorporated herein by reference.
(b) The information set forth under Item 2(b) above in this Schedule
TO is incorporated herein by reference.
(c) The information set forth under Item 2(c) above in this Schedule
TO is incorporated herein by reference.
(d) The information set forth in "Special Factors--History" and
"--Background of the Tender Offer" in the Offer to Purchase is incorporated
herein by reference.
(e) Not applicable.
(f) The information set forth in "Special Factors--History" and "The
Offer--Interests of Directors and Officers; Transactions and Agreement
Concerning the Shares" in the Offer to Purchase is incorporated herein by
reference.
SCHEDULE 13E-3 ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The information set forth under Item 3(a) above in this Schedule
TO is incorporated herein by reference.
(b) Kinross Gold U.S.A., Inc. is organized under the laws of the
State of Nevada.
(c) The information set forth in "Schedule A" to the Offer to
Purchase is hereby incorporated by reference.
SCHEDULE 13E-3 ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth under Item 4(a) above in this Schedule
TO is incorporated herein by reference.
(c) Not applicable.
(d) The information set forth in "Special Factors--Dissenters Rights
of Appraisal" in the Offer to Purchase is incorporated herein by reference.
(e) The information set forth in "Special Factors--Fairness of the
Offer" in the Offer to Purchase is incorporated herein by reference.
(f) Not applicable.
SCHEDULE 13E-3 ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND
AGREEMENTS.
(a) The information set forth under Item 5(a) above in this Schedule
TO is incorporated herein by reference.
(b) The information set forth under Item 5(b) above in this Schedule
TO is incorporated herein by reference.
(c) The information set forth in "Special Factors--History,"
"--Background of the Tender Offer," "--Alternatives to the Offer" and "The
Offer--Interests of Directors and Officers; Transactions and Agreements
Concerning the Shares" in the Offer to Purchase is incorporated herein by
reference.
(e) Not applicable.
SCHEDULE 13E-3 ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR
PROPOSALS.
(b) The information set forth under Item 6(b) above in this Schedule
TO is incorporated herein by reference.
(c) The information set forth under Item 6(c) above in this Schedule
TO is incorporated herein by reference.
SCHEDULE 13E-3 ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a) The information set forth in "Special Factors--Background of the
Tender Offer," "--Consequences of the Tender Offer," "--Reasons for and Purposes
of the Tender Offer" and "--Plans of KinaM and Kinross After the Tender Offer"
in the Offer to Purchase is incorporated herein by reference.
(b) The information set forth in "Special Factors--Alternatives to
the Offer" in the Offer to Purchase is incorporated herein by reference.
(c) The information set forth in "Special Factors--Background of the
Tender Offer," "--Consequences of the Tender Offer" and "--Reasons for and
Purposes of the Tender Offer" in the Offer to Purchase is incorporated herein by
reference.
(d) The information set forth in "Special Factors--Background of the
Tender Offer," "--Consequences of the Tender Offer," "--Reasons for and Purposes
of the Tender Offer" "--Consequences of tHE Tender Offer," "--Fairness of the
Offer," "--Interests of Kinross in the Offer" and "--Plans of Kinam and Kinross
After the Tender Offer" in the Offer to Purchase is incorporated herein by
reference.
SCHEDULE 13E-3 ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) The information set forth in "Special Factors--Background of
the Tender Offer" and "--Fairness of the Offer" in the Offer to Purchase is
incorporated herein by reference.
(b) The information set forth in "Special Factors--Background of
the Tender Offer" and "--Fairness of the Offer" in the Offer to Purchase is
incorporated herein by reference.
(c) The information set forth in "Special Factors--Fairness of the
Offer" in the Offer to Purchase is incorporated herein by reference.
(d) The information set forth in "Special Factors--Fairness of the
Offer" in the Offer to Purchase is incorporated herein by reference.
(e) The information set forth in "Special Factors--Background of
the Tender Offer" and "--Fairness of the Offer" in the Offer to Purchase is
incorporated herein by reference.
(f) Not applicable.
SCHEDULE 13E-3 ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a) The information set forth in "Special Factors--Background of
the Tender Offer," "--Fairness of the Offer" and "--Fairness Opinion of Raymond
James" in the Offer to Purchase is incorporated herein by reference.
(b) The information set forth in "Special Factors--Fairness of the
Offer" and "--Fairness Opinion of Raymond James" in the Offer to Purchase is
incorporated herein by reference.
(c) The information set forth in "Special Factors--Fairness Opinion
of Raymond James" in the Offer to Purchase is incorporated herein by reference.
SCHEDULE 13E-3 ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER
CONSIDERATION.
(a) The information set forth under Item 7(a) above in this
Schedule TO is incorporated herein by reference.
(b) The information set forth under Item 7(b) above in this
Schedule TO is incorporated herein by reference.
(c) The information set forth in "The Offer--Source of Funds for
and Expenses of the Offer" in the Offer to Purchase is incorporated herein by
reference.
(d) The information set forth under Item 7(d) above in this
Schedule TO is incorporated herein by reference.
SCHEDULE 13E-3 ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information set forth under Item 8(a) above in this
Schedule TO is incorporated herein by reference.
(b) The information set forth under Item 8(b) above in this
Schedule TO is incorporated herein by reference.
SCHEDULE 13E-3 ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(d) The information set forth on the cover page in the Offer to
Purchase is incorporated herein by reference.
(e) The information set forth on the cover page and in "Summary
Term Sheet" and "Special Factors--Fairness of the Offer" in the Offer to
Purchase is incorporated herein by reference.
SCHEDULE 13E-3 ITEM 13. FINANCIAL STATEMENTS.
(a) The information set forth in "Introduction--Additional
Financial Information" in the Offer to Purchase is incorporated herein by
reference.
(b) The information set forth in "Introduction--Additional
Financial Information" in the Offer to Purchase is incorporated herein by
reference.
SCHEDULE 13E-3 ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED,
COMPENSATED OR USED.
(a) The information set forth in the Front and Back Cover Pages
to the Offer to Purchase and in "Summary Term Sheet," "Special
Factors--Background of the Tender Offer," "--Fairness of the Offer," and "The
Offer--Source of Funds for and Expenses of the Offer" in the Offer to Purchase
is incorporated herein by reference.
(b) Not applicable.
SCHEDULE 13E-3 ITEM 15. ADDITIONAL INFORMATION.
(b) All portions of the Offer to Purchase, Exhibits to this
Schedule TO and Letter of Transmittal not previously incorporated herein in
response to the preceding items of this Schedule TO are incorporated herein by
reference.
SCHEDULE 13E-3 ITEM 16. EXHIBITS.
(a) The information set forth under Item 12(a) above in this
Schedule TO is incorporated herein by reference.
(b) Not applicable.
(c) (A) Fairness Opinion, dated February 14, 2002, issued by
Raymond James Ltd., filed as exhibit (a)(1)(G) under Item 12
above
(B) Report to the Special Committee of the Board of
Directors, dated February 14, 2002, issued by Raymond James Ltd.
(d) Not applicable.
(f) Copy of Nevada Revised Statutes relating to Dissenters'
Rights.
(g) Not applicable.
SIGNATURE
After due inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this Schedule TO is true, complete,
and correct.
KINROSS GOLD CORPORATION
February 20, 2002 By /s/ Brian W. Penny
------------------
Brian W. Penny
Vice President, Finance and Chief
Financial Officer
KINROSS GOLD U.S.A., INC.
February 20, 2002 By /s/ Brian W. Penny
------------------
Brian W. Penny
Treasurer and Director