UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Battle Mountain Gold Company
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(Name of Issuer)
Common Stock, par value $0.10 per share
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(Title Class of Securities)
07159310
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(CUSIP Number)
Kevin N. Thompson
Vice President, Secretary and Associate General Counsel
Noranda Inc.
P.O. Box 755, BCE Place, 181 Bay Street, Suite 4100
Toronto, Ontario M5J 2T3
(416) 982-7475
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 1, 1998
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(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box |_|.
* 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).
SCHEDULE 13D
CUSIP No. 07159310 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
EdperPartners Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,635,276 shares through its 4.0% indirect interest in its affiliate,
Kerr Addison Mines Limited
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 07159310 Page 3 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
EdperBrascan Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,836,040 shares through its 39.6% indirect interest in its affiliate,
Kerr Addison Mines Limited
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 07159310 Page 4 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Noranda Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65.242.526 shares through its direct and indirect interests in its
affiliate, Kerr Addison Mines Limited
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.5%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 07159310 Page 5 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Brenda Mines Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Columbia
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,310,631 shares through its 25% interest in its affiliate,
Kerr Addison Mines Limited
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 07159310 Page 6 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Kerr Addison Mines Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Columbia
NUMBER OF 7 SOLE VOTING POWER
SHARES 65,242,526 shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 65,242,526 shares
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,242,526 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.5%
14 TYPE OF REPORTING PERSON*
CO
This Amendment No. 2 to the Schedule 13D, originally filed on July 30,
1996 (the "Original Schedule 13D"), as amended by Amendment No. 1 thereto
filed on February 18, 1998 ("Amendment No. 1"), and relating to the Common
Stock, par value $0.10 per share (the "Common Stock"), of Battle Mountain
Gold Company, a corporation incorporated under the laws of the State of
Nevada ("BMG"), is being filed by EdperPartners Limited (formerly, Partners
Limited), EdperBrascan Corporation, Noranda Inc. ("Noranda"), Brenda Mines
Ltd., a direct and indirect wholly-owned subsidiary of Noranda, and Kerr
Addison Mines Limited, a direct and indirect wholly-owned subsidiary of
Noranda (collectively, the "Reporting Persons"). Except as described
herein, the information contained in the Original Schedule 13D, as amended
by Amendment No. 1, is unchanged.
ITEMS 1 THROUGH 7, EXHIBITS AND SCHEDULES
The Original Schedule 13D, as amended by Amendment No. 1, is hereby
amended to change all references to "Partners Limited" and "Partners" to
"EdperPartners Limited" and "EdperPartners," respectively. Partners Limited
changed its name to EdperPartners Limited effective February 12, 1988.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Original Schedule 13D, as amended by Amendment No. 1, is
hereby amended to add the following paragraph:
At Noranda's request, BMG filed on May 1, 1998 a registration
statement on Form S-3 (the "BMG Registration Statement") registering
65,242,526 shares of Common Stock beneficially owned by Noranda. As
described in Item 2, Noranda, through a subsidiary, owns 65,242,526
exchangeable shares (the "Exchangeable Shares") of Battle Mountain Canada
Limited. Each Exchangeable Share is exchangeable, at the option of the
holder thereof, into one share of Common Stock. Once it is declared
effective, the BMG Registration Statement will enable Noranda or one or
more of its wholly owned subsidiaries (collectively with Noranda, the
"Selling Shareholder") to sell all or a portion of the shares of Common
Stock beneficially owned by the Selling Shareholder in one or more
transactions over time. If all 65,242,526 shares of Common Stock are sold,
the Reporting Persons will have disposed of their entire interest in the
Common Stock.
SIGNATURE
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.
May 6, 1998
NORANDA INC.
By: /s/ Steven Astritis
-----------------------------
Name: Steven Astritis
Title: Assistant Secretary
and Associate General Counsel
EDPERPARTNERS LIMITED
By: /s/ Brian D. Lawson
-----------------------------
Name: Brian D. Lawson
Title: Secretary-Treasurer
EDPERBRASCAN CORPORATION
By: /s/ Alan V. Dean
-----------------------------
Name: Alan V. Dean
Title: Senior Vice-President
BRENDA MINES LTD.
By: /s/ David L. Bumstead
-----------------------------
Name: David L. Bumstead
Title: President
KERR ADDISON MINES LIMITED
By: /s/ David L. Bumstead
-----------------------------
Name: David L. Bumstead
Title: Chairman
