SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 KINAM GOLD, INC. (Name of Subject Company) KINAM GOLD, INC. (Name of Person Filing Statement) $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 |X| Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. ================================================================================ PRESS RELEASE February 4, 2002 Toronto, Ontario - KINAM GOLD INC. ("KINAM"; AMEX-KGC^B) announced today that it has been informed by KINROSS GOLD CORPORATION ("KINROSS"; TSE-K; AMEX-KGC) that Kinross 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 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 additional information contact: Gordon A. McCreary (416) 365-5132