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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February 12, 2002.
PRESS RELEASE
Toronto, Ontario - KINROSS GOLD CORPORATION (TSE-K; AMEX-KGC) announced today
that it has completed the previously announced sale of 20,000,000 common shares
to a syndicate of underwriters comprising CIBC World Markets Inc., RBC Dominion
Securities Inc., Scotia Capital Inc. and Canaccord Capital Corporation. The
exercise by the underwriters of the option to purchase an additional 3,000,000
common shares resulted in the aggregate sale of 23,000,000 common shares for
gross proceeds of Cdn. $31,050,000. The net proceeds of this offering will be
used for the previously announced proposed acquisition of $3.75 Series B
Convertible Preferred Shares of KINAM GOLD INC. (AMEX-KGC.PR.B) by way of tender
offer, if such offer is made, and to the extent the net proceeds are not
required for such purpose, for general corporate purposes.
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
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 that the offer is fair to the non-affiliated holders of the Kinam
Preferred Shares. 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 KINAM PREFERRED SHARES 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 KINAM PREFERRED SHARES 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, e-mail INFO@KINROSS.COM or contact:
Robert M. Buchan Gordon A. McCreary
Chairman and Vice-President,
Chief Executive Officer Investor Relations and Corporate Development
Tel. (416) 365-5650 Tel. (416)365-5132