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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2002
TVX GOLD INC.
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(Translation of registrant's name into English)
Suite 1200, 220 Bay Street
Toronto, Ontario M5J 2W4
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F [_] Form 40-F [X]
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [_] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- _____________.
Index on Page 2 of 6.
1
INDEX
Items Furnished Under Cover of Form 6-K
---------------------------------------
ITEM PAGE
- ---- ----
Form 6-K Cover Sheet 1
Index of Items Furnished Under Cover of Form 6-K 2
Material Change Report of TVX Gold Inc., dated as of November 21, 2002 3
Signature Page 6
2
MATERIAL CHANGE REPORT
SUBSECTION 75(2) OF THE SECURITIES ACT (ONTARIO)
AND EQUIVALENT SECTIONS IN THE SECURITIES ACTS OF EACH OF THE OTHER
PROVINCES OF CANADA
1. REPORTING ISSUER
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TVX Gold Inc.
220 Bay Street, Suite 1200
Toronto, Ontario
M5J 2W4
2. DATE OF MATERIAL CHANGE
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November 19, 2002
3. PUBLICATION OF MATERIAL CHANGE
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Press Release issued at Toronto, Ontario, on November 19, 2002.
4. SUMMARY OF MATERIAL CHANGE
--------------------------
TVX Gold Inc. ("TVX"), Kinross Gold Corporation ("Kinross") and Echo
Bay Mines Ltd. ("Echo Bay") have agreed to amend the agreement
providing for the proposed combination of the companies to extend the
termination date from November 30, 2002 to January 31, 2003 (which date
shall automatically be extended to February 28, 2003 if on January 31,
2003 the combination is not completed only because a final order of the
Superior Court of Ontario approving the combination has not been
obtained).
5. FULL DESCRIPTION OF MATERIAL CHANGE
-----------------------------------
AMENDMENT OF COMBINATION
TVX Gold Inc. ("TVX"), Kinross Gold Corporation ("Kinross") and Echo
Bay Mines Ltd. ("Echo Bay") have agreed to amend the agreement
providing for the proposed combination of the companies to extend the
termination date from November 30, 2002 to January 31, 2003 (which date
shall automatically be extended to February 28, 2003 if on January 31,
2003 the combination is not completed only because a final order of the
Superior Court of Ontario approving the combination has not been
obtained).
As a result of the U.S. Securities and Exchange Commission's ongoing
review of the preliminary proxy statement filed with the Commission on
July 16, 2002 and refiled on September 17, 2002, the companies
3
determined that they would not be able to finalize and mail their
respective proxy materials in time to hold the special meetings for
purposes of considering the proposed combination prior to November 30,
2002. The companies currently anticipate that the special meetings will
be held in early 2003.
AMENDMENT OF TVX NEWMONT AMERICAS PURCHASE
TVX and Newmont agreed to amend the agreements providing for the
proposed acquisition by TVX of Newmont's approximate 50%
non-controlling interest in the TVX Newmont Americas joint venture to
extend the due date of the promissory note. The due date of the
promissory note has been extended from December 13, 2002, to the
earliest of (i) June 16, 2003, (ii) the seventh day following the date
of the promissory note, if Kinross has completed a sale of any of its
equity securities pursuant to a public offering, a bought deal, or a
private placement other than a sale of any of its equity securities
pursuant to an existing option, warrant or other obligation to issue
such securities (any such transaction an "Equity Issue"), completed
prior to the date of the promissory note and has received aggregate
gross proceeds of not less than the Canadian Dollar equivalent of
U.S.$90 million from such Equity Issue; and (iii) the date Kinross
receives proceeds from any Equity Issue that is completed after the
date of the promissory note. The purchase of Newmont's interest remains
conditional upon, and is expected to be completed concurrently with the
completion of the Arrangement.
AMENDMENT OF BEECH LOCK-UP
TVX and Beech L.L.C. agreed to amend the lock-up agreement, pursuant to
which Beech has agreed to vote its TVX common shares in favour of the
participation of TVX in the combination at TVX's special meeting, to
extend the termination date for the combination from December 31, 2002
to February 28, 2003, and to extend the deadline for holding the TVX,
Kinross and Echo Bay special meetings from December 27, 2002 to
February 28, 2003.
6. RELIANCE ON SUBSECTION 75(3) OF THE SECURITIES ACT (ONTARIO) AND
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SIMILAR PROVISIONS OF APPLICABLE SECURITIES LAWS
------------------------------------------------
Not applicable.
7. OMITTED INFORMATION
-------------------
Not applicable.
4
8. SENIOR OFFICER
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For further information contact R. Gregory Laing, General Counsel, Vice
President and Corporate Secretary of TVX Gold Inc., (416) 941-0141 or
glaing@tvxgold.com.
------------------
9. STATEMENT OF SENIOR OFFICER
---------------------------
The foregoing accurately discloses the material change referred to
herein.
DATED at Toronto, Ontario this 21st day of November, 2002.
TVX GOLD INC.
Per: /s/ R. GREGORY LAING
----------------------------------------
R. Gregory Laing
General Counsel, Vice President
and Corporate Secretary
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SIGNATURES
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.
TVX GOLD INC.
Dated: November 26, 2002 By: /s/ R. GREGORY LAING
------------------- ----------------------------------
R. Gregory Laing
General Counsel, Vice President
and Corporate Secretary
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[STOEL RIVES LLP LOGO] 900 SW Fifth Avenue
Suite 2600
Portland, OR 97204
Main: 503.224.3380
Fax: 503.220.2480
www.stoel.com
Kyle D. Wuepper
Direct (503) 294-9838
kdwuepper@stoel.com
November 26, 2002
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 20549
Attention: Division of Corporation Finance and Office of International
-----------------------------------------------------------
Corporate Finance
-----------------
RE: TVX GOLD INC.
FILE NO. 00113244
Enclosed for filing on behalf of TVX Gold Inc. (the "Company") is the Company's
Report on Form 6-K for the month of November 2002.
Very truly yours,
Kyle D. Wuepper
KDW:mej
Enclosures
cc: Ms. Andrea FitzGerald (w/o encls.)
Ms. Carolyn M. Vogt (w/o encls.)