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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.___________)*
Inco Limited
- --------------------------------------------------------------------------------
(Name of Issuer)
VBN shares
- --------------------------------------------------------------------------------
(Title of Class of Securities)
45325870
-------------------------------
(CUSIP Number)
Ronald W. Binns, Vice President, Finance - Chief Financial Officer, Suite 1900,
Box 2005, 20 Eglinton Avenue West, Toronto, Ontario M4R 1K8 Canada (416) 480-
6490
- --------------------------------------------------------------------------------
(Name/Address/Telephone Number of Person Authorized to Receive Notices and
Communications)
October 16, 1998
----------------------------------------------------------------
(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
[_].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 453258709 Page 2 of 15 Pages
--------- --
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
(ENTITIES ONLY)
Franco-Nevada Mining Corporation Limited
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- --------------------------------------------------------------------------------
Number of 7 SOLE VOTING POWER
shares 6,576,173 VBN shares
---------------------------------------------------------------
beneficially 8 SHARED VOTING POWER
owned by N/A
each
---------------------------------------------------------------
reporting 9 SOLE DISPOSITIVE POWER
person 6,576,173
---------------------------------------------------------------
with 10 SHARED DISPOSITIVE POWER
N/A
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,576,173 by Franco-Nevada Mining Corporation Limited
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
CO
- --------------------------------------------------------------------------------
<PAGE>
ITEM 1. SECURITY AND ISSUER
VBN shares of Inco Limited, a Canadian corporation whose principal executive
office is located at:
Suite 1500, 145 King Street West, Toronto, Ontario M5H 4B7 CANADA
The following is a list of the executive officers taken from the 1997 Annual
Report of Inco Limited:
Michael D. Sopko, Chairman and Chief Executive Officer
Scott M. Hand, President
Executive Vice-Presidents:
- -------------------------
Stuart F. Feiner, Legal and Administration, General Counsel and Secretary
Peter J. Goudie, Primary Metals Marketing
Peter C. Jones, Technology and Project Development
Anthony E. Munday, Chief Financial Officer
Vice-Presidents:
- ---------------
David A. Allen, Public and Government Affairs
Lorne M, Ames, Human Resources
Wm. Gordon Bacon, Primary Metals Technology
Bruce R. Conard, Health Science Advisor
W. Charles Ferguson, Environment, Health and Safety
Peter G. Garritsen, Engineering, Project Management and Technical Sales
ITEM 2. IDENTITY AND BACKGROUND
Franco-Nevada Mining Corporation Limited, a corporation incorporated under the
laws of Canada, is a public precious metals royalty company, having its
principal address at:
Suite 1900, Box 2005
20 Eglinton Avenue West
Toronto, Ontario M4R 1K8
Canada
During the last five years, Franco-Nevada has not been convicted in a criminal
proceeding as described in Item 2 (d) nor has it been party to a civil
proceeding as described in Item 2(e).
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The (Cdn.)$50,044,676.53 before commissions, used to purchase the VBN Shares
covered by this filing came from working capital.
ITEM 4. PURPOSE OF TRANSACTION
The VBN shares were acquired for investment purposes by Franco-Nevada; however,
Franco-Nevada will review its holdings in VBN shares from time to time and may
increase or decrease its position as future circumstances dictate.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Franco-Nevada has acquired 6,576,173 VBN shares representing 25.4% of the issued
and outstanding VBN shares of Inco Limited through three private transactions.
The agreements (each attached as exhibits) were entered into on October 16, 1998
and the closings occurred through the facilities of The Toronto Stock Exchange
on October 20, 1998. The VBN shares are one of a number of classes of Inco
Limited securities to which are attached a right to vote. Franco-Nevada has
sole power to vote, to receive dividends and to dispose of these 6,576,173 VBN
shares it has acquired.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Attached as exhibits are the three private agreements entered into with the
vendors of the 6,576,173 VBN shares, together with the commission agreement with
the investment counsel, each dated October 16, 1998.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Agreement between Franco-Nevada and Evershine L.L.C.
Exhibit 2 - Agreement between Franco-Nevada and The Robertson Stephens
Contrarian Fund
Exhibit 3 - Agreement between Franco-Nevada and The Robertson Stephens -
Orphan Fund California Limited Partnership
Exhibit 4 - Agreement between Franco-Nevada and First Marathon Securities
Limited
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 26, 1998 /s/ Ronald W. Binns
- ---------------- -------------------------------------------------
Date Signature
Ronald W. Binns
Vice President, Finance - Chief Financial Officer
-------------------------------------------------
Name/Title
<PAGE>
EXHIBIT 1
---------
FRANCO-NEVADA MINING CORPORATION LIMITED
SUITE 1900, BOX 2005
20 EGLINTON AVENUE WEST
TORONTO, ONTARIO
M4R 1K8
October 15, 1998
Evershine L.L.C.
c/o The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
U.S.A.
Dear Sirs:
RE: PURCHASE AND SALE OF CLASS VBN SHARES OF INCO LIMITED
----------------------------------------------------------
We are writing to confirm the agreement that we have concluded with
you. All dollar amounts in this letter are references to Canadian dollars. To
confirm, the particulars of the agreement are as follows:
Shares to be Purchased: 3,576,173 Class VBN Shares (the "Shares") of Inco
Limited ("Inco") from Evershine L.L.C. (the
"Seller").
Purchaser: Franco-Nevada Mining Corporation Limited ("Franco-
Nevada").
Purchase Price: $7.61 per Share (the "Purchase Price"). The
Purchase Price shall be paid on Closing.
Closing: The transaction shall be completed as soon as
practicable and, in any event, prior to 5 p.m.
(Toronto time) on October 20, 1998 (the "Closing
Date") at which time Franco-Nevada shall pay the
Purchase Price due to the Seller by certified
cheque or bank draft against delivery of share
certificates representing the Purchased Shares
duly endorsed for transfer with signatures
guaranteed by a Canadian chartered bank or trust
company or a member firm of The Toronto Stock
Exchange together with the necessary stock powers
of attorney required in order for the Purchased
Shares to be registered in the name of Franco-
Nevada.
<PAGE>
-2-
The closing shall occur at the offices of Traudi
Schlehuber at First Marathon Securities Limited in
Toronto on the Closing Date.
Representations and The Seller hereby represents and warrants to
Warranties: Franco-Nevada that:
(a) it owns the Purchased Shares;
(b) it, on the Closing Date will own, the
Purchased Shares free and clear of all
encumbrances and, on the Closing Date there
will be, no rights of any third parties,
contingent or otherwise to acquire any of the
Purchased Shares;
(c) it has capacity and authority to enter into
this agreement and to complete the sale of
the Shares;
(d) it is not aware of any "material fact" or
"material change" (as defined under the
Securities Act (Ontario)) in relation to Inco
which has not been generally disclosed to the
public; and
(e) it is now, and on the Closing Date will be,
the legal and beneficial owner of the
Purchased Shares, it has not taken and will
not take any steps to acquire any of such
Purchased Shares in any manner such as to
contravene, or which would cause Franco-
Nevada to be required to include any person
or company other than the Seller as vendor of
any of the Purchased Shares for the purposes
of, subsection 93(2) of the Securities Act
(Ontario) and/or equivalent provisions under
applicable securities legislation and the
Purchased Shares are registered on the books
of Inco at the following address:
Evershine L.L.C.
c/o The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
U.S.A.
The Seller acknowledges that these representations
and warranties are being relied upon by Franco-
Nevada in its purchase of the Purchased Shares for
the purposes of, among other matters, ensuring its
compliance with applicable securities laws and
that such representations and warranties will
survive the closing of this transaction of
purchase and sale.
The Purchaser acknowledges that the Seller has no
liability
<PAGE>
-3-
or responsibility for the payment of any
commissions or other fees to First Marathon
Securities Limited in connection with this
transaction.
In order to confirm your agreement with the contents of this letter,
please sign and return the enclosed duplicate copy of this letter to me on or
before 5 p.m. (Toronto time) on October 15, 1998, whereupon this shall
constitute a binding agreement among us.
FRANCO-NEVADA MINING CORPORATION LIMITED
Per: /s/ Seymour Schulich
-----------------------------
Per: /s/ Pierre Lassonde
-----------------------------
The Seller hereby agrees to the terms of this letter agreement dated October 15,
1998.
EVERSHINE L.L.C.
Per: /s/ Robert M. Friedland
------------------------
<PAGE>
EXHIBIT 2
---------
FRANCO-NEVADA MINING CORPORATION LIMITED
SUITE 1900, BOX 2005
20 EGLINTON AVENUE WEST
TORONTO, ONTARIO
M4R 1K8
October 15, 1998
Account 19-4881-D
The Robertson Stephens Contrarian Fund
c/o Robertson Stephens & Company
555 California Street
Suite 2600
San Francisco, California 94104
U.S.A.
Dear Sirs:
RE: PURCHASE AND SALE OF CLASS VBN SHARES OF INCO LIMITED
----------------------------------------------------------
We are writing to confirm the agreement that we have concluded with
you. All dollar amounts in this letter are references to Canadian dollars. To
confirm, the particulars of the agreement are as follows:
Shares to be Purchased: 2,265,400 Class VBN Shares (the "Shares") of Inco
Limited ("Inco") from Account 19-4881-D, The
Robertson Stephens Contrarian Fund (the
"Seller").
Purchaser: Franco-Nevada Mining Corporation Limited
("Franco-Nevada").
Purchase Price: $7.61 per Share (the "Purchase Price"). The
Purchase Price shall be paid on Closing.
Closing: The transaction shall be completed as soon as
practicable and, in any event, prior to 5 p.m.
(Toronto time) on October 20, 1998 (the "Closing
Date") at which time Franco-Nevada shall pay the
Purchase Price due to the Seller by certified
cheque or bank draft against delivery of share
certificates representing the Purchased Shares
duly endorsed for transfer with signatures
medallion guaranteed by a Canadian chartered bank
or trust company or a member firm of The Toronto
Stock Exchange together with all other documents
required in order for the Purchased
<PAGE>
-2-
Shares to be registered in the name of Franco-
Nevada.
The closing shall occur at the offices of Traudi
Schlehuber at First Marathon Securities Limited in
Toronto on the Closing Date.
Representations and The Seller hereby represents and warrants to
Warranties: Franco-Nevada that:
(a) it owns, and on the Closing Date will own,
the Purchased Shares free and clear of all
encumbrances and there are, and on the
Closing Date will be, no rights of any third
parties, contingent or otherwise to acquire
any of the Purchased Shares;
(b) it has capacity and authority to enter into
this agreement and to complete the sale of
the Shares;
(c) it is not aware of any "material fact" or
"material change" (as defined under the
Securities Act (Ontario)) in relation to Inco
which has not been generally disclosed to the
public; and
(d) it is now, and on the Closing Date will be,
the legal and beneficial owner of the
Purchased Shares, it has not taken and will
not take any steps to acquire any of such
Purchased Shares in any manner such as to
contravene, or which would cause Franco-
Nevada to be required to include any person
or company other than the Seller as vendor of
any of the Purchased Shares for the purposes
of, subsection 93(2) of the Securities Act
(Ontario) and/or equivalent provisions under
applicable securities legislation and the
Purchased Shares are registered on the books
of Inco at the following address:
Baggage & Co.
Account Z302
State Street Bank & Trust
225 Franklin Street
Main Concourse
Boston, MA 02101
U.S.A.
<PAGE>
-3-
The Seller acknowledges that these
representations and warranties are being relied
upon by Franco-Nevada in its purchase of the
Purchased Shares for the purposes of, among other
matters, ensuring its compliance with applicable
securities laws and that such representations and
warranties will survive the closing of this
transaction of purchase and sale.
In order to confirm your agreement with the contents of this letter,
please sign and return the enclosed duplicate copy of this letter to me on or
before 5 p.m. (Toronto time) on October 15, 1998, whereupon this shall
constitute a binding agreement among us.
FRANCO-NEVADA MINING CORPORATION LIMITED
Per: /s/ Seymour Schulich
---------------------------
Per: /s/ Pierre Lassonde
---------------------------
The Seller hereby agrees to the terms of this letter agreement dated October 15,
1998.
ACCOUNT 19-4881-D
THE ROBERTSON STEPHENS CONTRARIAN FUND
Per: /s/ Randy Hecht
---------------------
<PAGE>
EXHIBIT 3
---------
FRANCO-NEVADA MINING CORPORATION LIMITED
SUITE 1900, BOX 2005
20 EGLINTON AVENUE WEST
TORONTO, ONTARIO
M4R 1K8
October 15, 1998
The Robertson Stephens Orphan Fund
California Limited Partnership
c/o Robertson Stephens & Company
555 California Street
Suite 2600
San Francisco, California 94104
U.S.A.
Dear Sirs:
RE: PURCHASE AND SALE OF CLASS VBN SHARES OF INCO LIMITED
----------------------------------------------------------
We are writing to confirm the agreement that we have concluded with
you. All dollar amounts in this letter are references to Canadian dollars. To
confirm, the particulars of the agreement are as follows:
Shares to be Purchased: 734,600 Class VBN Shares (the "Shares") of Inco
Limited ("Inco") from The Robertson Stephens
Orphan Fund California Limited Partnership (the
"Seller").
Purchaser: Franco-Nevada Mining Corporation Limited
("Franco-Nevada").
Purchase Price: $7.61 per Share (the "Purchase Price"). The
Purchase Price shall be paid on Closing.
Closing: The transaction shall be completed as soon as
practicable and, in any event, prior to 5 p.m.
(Toronto time) on October 20, 1998 (the "Closing
Date") at which time Franco-Nevada shall pay the
Purchase Price due to the Seller by certified
cheque or bank draft against delivery of share
certificates representing the Purchased Shares
duly endorsed for transfer with signatures
medallion guaranteed by a Canadian chartered bank
or trust company or a member firm of The Toronto
Stock Exchange together with all other documents
required in order for the Purchased
<PAGE>
-2-
Shares to be registered in the name of Franco-
Nevada.
The closing shall occur at the offices of Traudi
Schlehuber at First Marathon Securities Limited
in Toronto on the Closing Date.
Representations and The Seller hereby represents and warrants to
Warranties: Franco-Nevada that:
(a) it owns, and on the Closing Date will own,
the Purchased Shares free and clear of all
encumbrances and there are, and on the
Closing Date will be, no rights of any third
parties, contingent or otherwise to acquire
any of the Purchased Shares;
(b) it has capacity and authority to enter into
this agreement and to complete the sale of
the Shares;
(c) it is not aware of any "material fact" or
"material change" (as defined under the
Securities Act (Ontario)) in relation to
Inco which has not been generally disclosed
to the public; and
(d) it is now, and on the Closing Date will be,
the legal and beneficial owner of the
Purchased Shares, it has not taken and will
not take any steps to acquire any of such
Purchased Shares in any manner such as to
contravene, or which would cause Franco-
Nevada to be required to include any person
or company other than the Seller as vendor
of any of the Purchased Shares for the
purposes of, subsection 93(2) of the
Securities Act (Ontario) and/or equivalent
provisions under applicable securities
legislation and the Purchased Shares are
registered on the books of Inco at the
following address:
Morgan Stanley & Co., Incorporated
One Pierpont Plaza, 10th Floor
Brooklyn, New York 11201
U.S.A.
<PAGE>
-3-
The Seller acknowledges that these
representations and warranties are being
relied upon by Franco-Nevada in its purchase
of the Purchased Shares for the purposes of,
among other matters, ensuring its compliance
with applicable securities laws and that
such representations and warranties will
survive the closing of this transaction of
purchase and sale.
In order to confirm your agreement with the contents of this letter,
please sign and return the enclosed duplicate copy of this letter to me on or
before 5 p.m. (Toronto time) on October 15, 1998, whereupon this shall
constitute a binding agreement among us.
FRANCO-NEVADA MINING CORPORATION LIMITED
Per: /s/ Seymour Schulich
-----------------------
Per: /s/ Pierre Lassonde
-----------------------
The Seller hereby agrees to the terms of this letter agreement dated October 15,
1998.
THE ROBERTSON STEPHENS ORPHAN FUND
CALIFORNIA LIMITED PARTNERSHIP
Per: /s/ Randy Hecht
---------------------
<PAGE>
EXHIBIT 4
---------
October 16, 1998
PRIVATE AND CONFIDENTIAL
- ------------------------
Franco-Nevada Mining Corporation Limited
20 Eglinton Avenue West
Toronto, Ontario
M4R 1K8
Dear Sirs:
RE: PURCHASE BY FRANCO-NEVADA MINING CORPORATION LIMITED ("FRANCO-NEVADA")
OF VBN SHARES OF INCO LIMITED ("INCO") FROM CERTAIN VENDORS
First Marathon Securities Limited ("FMSL") is acting as Franco-
Nevada's agent with respect to the purchase by Franco-Nevada from certain
vendors of an aggregate of 6,576,173 VBN Shares of Inco (collectively, the
"Shares"). The purchase of the Shares will occur pursuant to the terms of one
or more private agreements made between Franco-Nevada and such vendors.
This letter will confirm that, in consideration of the services
provided by FMSL to Franco-Nevada is acting as its agent in respect of the
subject transaction and in facilitating this transaction, Franco-Nevada will pay
to FMSL, concurrent with the closing of the purchase of the Shares, a commission
equal to $0.05 (Cdn.) per Share purchased.
Please acknowledge Franco-Nevada's concurrence with the foregoing by
executing this letter where indicated and returning it to the undersigned at
your earliest convenience whereupon this letter shall evidence the agreement
between us with respect to these matters.
This letter may be executed by the parties in separate counterparts
each of which when so executed and delivered shall be an original, but all such
counterparts shall constitute on and the same instrument.
Yours very truly,
FIRST MARATHON SECURITIES LIMITED
Per: /s/ G.F. Kym Anthony
-------------------------------
G.F. Kym Anthony
Chief Operating Officer
AGREED AND ACCEPTED as of the 16th day of October, 1998.
--------
FRANCO-NEVADA MINING CORPORATION LIMITED
Per: /s/ Seymour Schulich
------------------
Authorized Signing Officer
