<PAGE> 1
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 5)
RIO ALGOM LIMITED
(Name of Issuer)
Common Shares
(Title of Class of Securities)
766889109
(CUSIP Number)
Kevin N. Thompson
Vice-President, Secretary and General Counsel
Noranda Inc.
P.O. Box 755, BCE Place, 181 Bay Street, Suite 4100
Toronto, Ontario M5J 2T3
(416) 982-7475
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 3, 2000
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
(Continued on following pages)
(Page 1 of 4 Pages)
================================================================================
<PAGE> 2
---------------------------- ------------------------------
CUSIP No. 766889109 13D Page 2 of 4 Pages
---------------------------- ------------------------------
This Amendment No. 5 to Schedule 13D, which was originally filed on
April 24, 2000 (the "Original Schedule 13D") and amended on June 23, 2000
("Amendment No. 1"), July 20, 2000 ("Amendment No. 2"), August 25, 2000
("Amendment No. 3") and September 12, 2000 ("Amendment No. 4"), relating to the
Common Shares of Rio Algom Limited ("Rio Algom"), a corporation incorporated
under the laws of the Province of Ontario, Canada, is being filed by Noranda
Inc. ("Noranda"), Brascan Corporation ("Brascan"), and EdperPartners Limited
("EdperPartners"), with Noranda, Brascan and EdperPartners being sometimes
referred to hereinafter as the "Reporting Persons." Except as set forth in this
Amendment No. 5, the information contained in the Original Schedule 13D, as
amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No.
4, has not changed. All dollar amounts shown in this Amendment No. 5 are in
Canadian dollars.
This Amendment No. 5 relates to a press release by Noranda with respect
to its previously announced unsolicited tender offer for all of the outstanding
Common Shares of Rio Algom not currently owned by it.
ITEMS 3 THROUGH 6.
See the Press Release, dated October 3, 2000, which is attached hereto
as Exhibit 99.9 and is hereby incorporated by reference into this Amendment
No. 5.
<PAGE> 3
-------------------------- ---------------------------
CUSIP No. 766889109 13D Page 3 of 4 Pages
-------------------------- ---------------------------
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
99.1 Press Release, dated August 22, 2000 (incorporated by
reference to Exhibit 99.1 to Amendment No. 3)
99.2 Agreement, dated August 22, 2000, by and between Noranda Inc.
and Corporacion Nacional del Cobre de Chile, portions of
which are subject to a request for confidential treatment, as
noted in the Agreement (incorporated by reference to
Exhibit 99.2 to Amendment No. 3)
99.6 Schedule of Directors and Executive Officers of the Reporting
Persons (incorporated by reference to Exhibit 99.1 to
Amendment No. 1)
99.7 Joint Filing Agreement Required by Rule 13d-1(k)(incorporated
by reference to Exhibit 99.2 to the Original Schedule 13D)
99.8 Press Release, dated September 8, 2000 (incorporated by
reference to Exhibit 99.8 to Amendment No. 4)
99.9 Press Release, dated October 3, 2000
<PAGE> 4
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
October 4, 2000 NORANDA INC.
By: /s/ Aaron W. Regent
-------------------------------
Name: Aaron W. Regent
Title: Executive Vice-President,
Chief Financial Officer
EDPERPARTNERS LIMITED
By: /s/ David W. Kerr
-------------------------------
Name: David W. Kerr
Title: Co-Chief Executive
BRASCAN CORPORATION
By: /s/ Jack L. Cockwell
-------------------------------
Name: Jack L. Cockwell
Title: President and Chief
Executive Officer
<PAGE> 5
Exhibit 99.9
[NORANDA LOGO]
NEWS RELEASE
NORANDA DECLINES TO BID FOR RIO ALGOM
TORONTO, ONTARIO, OCTOBER 3, 2000 - Noranda Inc. announced today that after
conducting a full and thorough due diligence review of the operations and assets
of Rio Algom Limited and discussions with its partner, Codelco, it will not be
proceeding with its bid to acquire the outstanding shares of Rio Algom.
"The information gathered during due diligence, and our subsequent analysis,
suggests an increased bid would not meet our investment threshold," stated David
Kerr, President and CEO of Noranda Inc. "We have a commitment to our
shareholders to be disciplined in our investment decisions and accordingly we
will not be proceeding with an offer."
"In any event, we look forward to building on the excellent working
relationships established with Codelco which will no doubt lead to future
opportunities to work together," Kerr added.
In the absence of a new offer, Noranda intends to tender its 5.4 million shares
in Rio Algom to Billiton plc. On that basis, Noranda will receive proceeds of
$146 million and recognize a pre-tax gain of approximately $48 million.
"Noranda remains focused on its objective of creating value and growing the
company through the operation, acquisition and discovery of high-quality mining
and metallurgical assets, which may include using the proceeds to buy back
Noranda shares under a normal course issuer bid. We will also continue to
evaluate other opportunities," added Kerr.
NORANDA INC. is a leading international mining and metals company with more than
30 mining and metallurgical operations and projects under development in 8
countries. Noranda is one of the world's largest producers of zinc and nickel
and is a significant producer of copper, primary and fabricated aluminum, lead,
silver, gold, sulfuric acid and cobalt. Noranda is also a major recycler of
secondary copper, nickel and precious metals. Noranda employs over 17,000
people. It is listed on The Toronto Stock Exchange (NOR).
For more information:
NORANDA (www.noranda.com):
Mr. Dale Coffin
Manager, Public Affairs & External Communications
416-982-7161
[email protected]
