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
(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
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TRANSACTION VALUATION AMOUNT OF FILING FEE
$ N/A $ N/A
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|_| 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.
|X| 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:
|_| 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: |_|
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KINROSS GOLD CORPORATION
TORONTO, Feb. 4 /CNW/ - Kinross Gold Corporation ("Kinross"; TSE-K;
Amex-KGC) announced today that it has informed Kinam Gold Inc. ("Kinam";
Amex-KGC.pr.B) that it is considering a cash tender offer of $16.00 per share
for the 894,600 shares of Kinam's $3.75 Series B Convertible Preferred Shares
not already owned by Kinross. Kinross currently owns all of the common shares of
Kinam and 945,400 of the 1,840,000 issued and outstanding Kinam preferred
shares. Commencement of the formal tender offer is subject to a number of
conditions, including the completion of a financing by Kinross announced on
January 22, 2002, which Kinross anticipates will be completed by February 12,
2002, and a determination by the Board of Directors of both Kinross and Kinam
that the offer is fair to the non-affiliated holders of the preferred shares.
There can be no assurance that these conditions will be met or that the tender
offer will be made by Kinross. The formal offer, if made, will be subject to
such terms and conditions as may be set forth in the tender offer documents.
This press release includes certain "Forward-Looking Statements" within the
meaning of section 21E of the United States Securities Exchange Act of 1934, as
amended. Such statements involve various risks and uncertainties, including the
successful completion of the financing; changes in the price of gold; the
absence of material changes in general economic conditions; and the final
determinations of the Boards of both Kinross and Kinam. The occurrence of any
one or more of these risks could cause actual results and future events to
differ materially from those anticipated in the forward-looking statements.
KINROSS HAS NOT MADE A FINAL DETERMINATION TO PROCEED WITH THE TENDER OFFER.
SECURITIES OFFERED IN THE KINROSS FINANCING HAVE NOT AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD
IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS. HOLDERS OF THE $3.75 SERIES B PREFERRED STOCK ARE
ADVISED TO READ THE TENDER OFFER STATEMENT IF AND WHEN IT BECOMES AVAILABLE
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. IF A TENDER OFFER IS COMMENCED BY
KINROSS, INVESTORS WILL BE ABLE TO OBTAIN COPIES OF THE TENDER OFFER STATEMENT
AND OTHER FILED DOCUMENTS FOR FREE AT THE SECURITIES AND EXCHANGE COMMISSION'S
WEBSITE AT http://www.sec.gov. HOLDERS OF $3.75 SERIES B PREFERRED STOCK WILL
ALSO BE ABLE TO OBTAIN THE TENDER OFFER STATEMENT, LETTER OF TRANSMITTAL, AND
OTHER OFFERING DOCUMENTS FOR FREE FROM KINROSS AT THE SCOTIA PLAZA, 52nd FLOOR,
40 KING STREET WEST, TORONTO, ONTARIO M5H 3Y2 CANADA, ATTN: SHELLEY RILEY,
TELEPHONE NUMBER (416) 365-5198.
For further information: For additional information e-mail info@kinross.com or
contact: Robert M. Buchan, Chairman and Chief Executive Officer, Tel: (416)
365-5650; Gordon A. McCreary, Vice President Investor Relations and Corporate
Development, Tel: (416) 365-5132.