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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. 4)
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)
September 8, 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 5 Pages)
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CUSIP No. 766889109 13D Page 2 of 5 Pages
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This Amendment No. 4 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") and August 25, 2000
("Amendment No. 3"), 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. 4, the information contained
in the Original Schedule 13D, as amended by Amendment No. 1, Amendment No. 2 and
Amendment No. 3, has not changed. All dollar amounts shown in this Amendment No.
4 are in Canadian dollars.
This Amendment No. 4 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See the Press Release, dated September 8, 2000, which is attached
hereto as Exhibit 99.8 and is hereby incorporated by reference into this
Amendment No. 4.
The total amount of funds required by Noranda to purchase all of the
Common Shares of Rio Algom subject to the revised offer will be approximately
$1.67 billion, based on an offer price of $27.50 per share. Noranda expects to
fund the purchase price through a combination of cash on hand, borrowings under
committed credit facilities and advances under its Agreement with Codelco.
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CUSIP No. 766889109 13D Page 3 of 5 Pages
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
See the Press Release, dated September 8, 2000, which is attached
hereto as Exhibit 99.8 and is hereby incorporated by reference into this
Amendment No. 4.
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CUSIP No. 766889109 13D Page 4 of 5 Pages
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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)
99.3 Offer and Circular*
99.4 Letter of Transmittal*
99.5 Notice of Guaranteed Delivery*
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
* Noranda will file these documents at such time as they are completed and
mailed to the shareholders of Rio Algom.
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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.
September 12, 2000 NORANDA INC.
By: /s/ Aaron W. Regent
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Name: Aaron W. Regent
Title: Executive Vice-President,
Chief Financial Officer
EDPERPARTNERS LIMITED
By: /s/ David W. Kerr
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Name: David W. Kerr
Title: Co-Chief Executive
BRASCAN CORPORATION
By: /s/ Jack L. Cockwell
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Name: Jack L. Cockwell
Title: President and Chief
Executive Officer
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[NORANDA LOGO] NEWS RELEASE
NORANDA DELIVERS ACQUISITION PROPOSAL TO RIO ALGOM
TORONTO, ONTARIO, SEPTEMBER 8, 2000 - Noranda Inc. announced today that it has
submitted to Rio Algom Limited a revised take-over proposal for all of Rio
Algom's outstanding common shares. This superior proposal is subject to due
diligence and certain other conditions, and meets all the requirements as
imposed by Rio Algom to obtain due diligence.
DUE DILIGENCE CRITICAL
"Our initial bid was based on information in the public domain and on our own
estimates of available synergies," said David Kerr, President and CEO of Noranda
Inc. "That is why the due diligence process is critical: it will provide us with
access to more complete data provided to Billiton, which is necessary to better
value the company. In the event that we can identify additional value in Rio
Algom that we were previously unaware of, we propose to bid at least $27.50 per
common share. We are working to make sure we present the most attractive offer
for Rio Algom shareholders while meeting our own value creation and growth
criteria."
TERMS OF THE ACQUISITION PROPOSAL
* Noranda's proposal contemplates a take-over bid at a price of at least $27.50
per common share.
* The proposal is subject to satisfactory due diligence by Noranda and to
entering into a confidentiality agreement containing terms and conditions
satisfactory to Noranda.
* The due diligence conditions of the proposal include:
- the conduct of due diligence with respect to Rio Algom for a period of at
least ten days;
- access to due diligence to commence on a date designated by Noranda; and
- Noranda being provided all of the information furnished to Billiton plc in
connection with its due diligence investigation.
AGREEMENT WITH CODELCO
As previously disclosed, Noranda has agreed to sell to Codelco a 50% interest in
Rio Algom's assets, immediately upon closing and at the same effective price
paid by Noranda. The two companies will jointly manage the acquired assets.
Codelco has previously stated, however, that unless additional value is
established through full due diligence, it would not proceed with such
acquisition.
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RIO ALGOM LIMITED is a Toronto-headquartered mining and metals distribution
company that produced approximately 184,000 tonnes of copper in 1999. Its assets
are located in Chile, Argentina, Peru, Canada and the United States. Rio Algom
has approximately 60.6 million common shares outstanding, of which Noranda
already owns approximately 9%.
CODELCO is the world's largest producer of copper -- producing 1.6 million mft
in 1999, or approximately 16% of the western world's copper production -- and is
one of the world's lowest-cost copper producers. Codelco controls approximately
20% of the world's known copper reserves and is also the world's second largest
producer of molybdenum.
NORANDA INC. is a leading international mining and metals company with more than
30 mining and metallurgical operations and projects under development in eight
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]
