UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO/A
TENDER OFFER STATEMENT PURSUANT TO RULE 14(d)-1 or 13(e)(1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 20)
PLACER DOME INC.
(
Name of Subject Company (Issuer))
BARRICK GOLD CORPORATION
(
Name of Filing Person (Bidder))
Common Shares
(
Title of Class of Securities)
725906101
(
CUSIP Number of Class of Securities)
Sybil E. Veenman
Vice President, Assistant General Counsel, and Secretary
BCE Place, Canada Trust Tower
161 Bay Street, Suite 3700
P.O. Box 212
Toronto, Canada M5J 2S1
(416) 861-9911
(
Name, address (including zip code) and telephone number (including area code) of
person(s) authorized to receive notices and communications on behalf of filing person)
This Amendment n.20 amends and supplements the Tender Offer Statement on Schedule TO (as
previously amended, the “Schedule TO”) filed with the U.S. Securities and Exchange Commission (the
“SEC”) on November 10, 2005 by Barrick Gold Corporation (“Barrick”).
The Schedule TO relates to the offer (the “Offer”) by Barrick to purchase (i) all outstanding
common shares (including those that are subject to CHESS Depositary Interests and International
Depositary Receipts) of Placer Dome Inc. (“Placer Dome”), which includes common shares that may
become outstanding after the date of the offer but before the expiry time of the offer upon
conversion, exchange or exercise of options or convertible debentures or other securities of Placer
Dome that are convertible into or exchangeable for common shares and (ii) the associated rights
issued under the Shareholders Rights Plan of Placer Dome (collectively, the “Shares”), at a price
of, at the election of the shareholder of Placer Dome: (a) US$22.50, in cash for each Share; or (b)
0.8269 of a Barrick common share and US$0.05 in cash for each Share, in each case subject to
proration.
The Offer is subject to the terms and conditions set forth in the Offer and Circular dated
November 10, 2005 (the “Offer and Circular”) and the related Letter of Transmittal, filed as
Exhibits 1.1 and 1.2, respectively, to the initial Schedule TO, as amended by the notice of
variation and extension dated January 4, 2006 (the “First Notice”) and by the notice of extension
and subsequent offering period dated January 20, 2006 (the “Second Notice”) filed, respectively, as
Exhibit 1.6 and Exhibit 1.8 to Schedule TO.
Capitalized terms used herein and not defined herein have the respective meaning assigned to
such terms in the Offer and Circular, as amended by the First Notice and the Second Notice.
Item 4 Terms of the Transaction
Updated information regarding the issued and outstanding and fully diluted share capital of
Placer Dome provided to Barrick after January 19, 2006 has resulted in certain minor adjustments to
the consideration paid by Barrick in respect of Shares taken up on January 19 from that described
in the attached press release. Shareholders will receive US$2.34 in cash and 0.7429 of a Barrick
common share for each Share tendered to the share alternative (subject to adjustment for fractional
shares). The aggregate cash consideration paid by Barrick in respect of the Shares taken up on
January 19, 2006 is approximately US$995 million.
Item 12 Exhibits
As permitted by General Instruction F to Schedule TO, Item 12 of the Schedule TO is hereby
amended and supplemented to include:
| |
|
|
| Exhibit |
|
Description |
(a)(20)(1.1)
|
|
Material Change Report, dated
January 19, 2006 (incorporated
by reference to Exhibit 1 to Barrick’s Form 6-K furnished to
the Commission on January 24, 2006) |
|
|
|
(a)(20)(1.2)
|
|
Early Warning Report, dated January 24, 2006 (incorporated by
reference to Exhibit 2 to Barrick’s Form 6-K furnished to the
Commission on January 24, 2006) |
2