SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
September 30, 1999
NORD RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-6202-2 85-0212139
(state or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
201 Third Street N.W., Suite 1750, Albuquerque, New Mexico 87102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (505) 766-9955
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ITEM 2. Acquisition or Disposition of Assets
On September 30, 1999 Nord Resources Corporation (the
"Corporation") sold its 50% ownership interest in Sierra Rutile
Limited and its related entities ("SRL") to an entity controlled by
MIL (INVESTMENTS) S.A.R.L. ("MIL"), the largest shareholder of the
Corporation. The Corporation's interest in SRL was sold to MIL
pursuant to a Purchase and Sale Agreement executed by the parties on
June 16, 1999 ("Purchase and Sale Agreement"). The total
consideration paid to the Corporation by MIL was (a) a cash payment
of $1,250,000, (b) a 5% carried interest in the acquiring entity, (c)
the release of the Corporation from a guaranty obligation of
approximately $6,000,000 to the development bank lenders to SRL, and
(d) the redemption and cancellation of MIL's 7,004,200 shares in the
Corporation, which shares represented approximately 29.8% of the
issued and outstanding shares of the Corporation.
SRL's primary asset is a titanium dioxide mining facility located
in Sierra Leone, West Africa. At that facility, SRL was principally
engaged in the mining and processing of rutile and ilmenite, both
industrial minerals, and was the largest producer of natural rutile in
the world until the mine was shut down in 1995 due to its being
overrun by rebel militia forces. The mine has remained shut down
since 1995.
To ensure that the Corporation received fair market value from
MIL in exchange for the Corporation's interest in SRL, the Corporation
engaged NM Rothschild & Sons (Washington) LLC ("Rothschild") to
evaluate the fairness, from a financial point of view, to the
shareholders of the consideration to be paid by MIL pursuant to the
Purchase and Sale Agreement. Rothschild is one of the world's leading
independent merchant banking organizations with substantial experience
in advising clients on mergers and acquisitions, divestitures, project
finance, equity offerings and other capital market operations.
In an opinion letter dated June 21, 1999, Rothschild concluded
that:
"[T]he consideration to be paid by Buyer pursuant
to the Agreement in respect of the transaction is
fair, from a financial point of view, to the
shareholders of Seller."
Under various agreements between the Corporation and MIL that
terminated upon the closing of the sale of SRL to MIL, MIL had the
right to nominate three persons to the Board while the Board
(excluding the MIL nominees) retained the right to designate the
remaining four nominees. MIL was obligated to vote its shares for the
four Board nominees. In addition, the size of the Board could not be
increased or decreased without the approval of at least two MIL
nominees.
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ITEM 7. Financial Statements and Exhibits.
(c) Exhibits required to be filed by Item 601 of Regulation S-K:
Item No. Description
10.131 Sale and Purchase Agreement dated June
16, 1999 between Nord Resources Corporation,
MIL (Investments) S.A.R.L., and SRL Acquisition
No. 1 Limited.(1)
10.132 Shareholders Agreement dated September
30, 1999 between Nord Resources
Corporation, MIL (Investments) S.A.R.L.,
SRL Acquisition No. 1 Limited, and SRL
Holding GmbH.(1)
10.133 Guaranty dated September 30, 1999
between MIL (Investments) S.A.R.L., as
Guarantor, and Nord Resources
Corporation.(1)
10.134 Valuation Report and Fairness Opinion
dated June 21, 1999 issued by NM
Rothschild & Sons (Washington) LLC.(1)
10.135 Form of Memorandum and Articles of
Association of SRL Acquisition No. 1
Limited, a British Virgin Islands
corporation (This item is an exhibit to
the Purchase and Sale Agreement
referenced above and has been omitted as
an exhibit to this report because it
does not contain information which is
material to an investment decision.
Registrant hereby agrees to furnish
supplementally to the Commission a copy
of this item upon request)(1)
99.1 Press release of Nord Resources
Corporation dated October 1, 1999
(1) Pursuant to Rule 12b-32 of the Exchange Act, this document is
incorporated by reference to the Notice of and Proxy Statement
("Statement") for the Annual Meeting of Shareholders of Nord Resources
Corporation held on September 8, 1999, a definitive copy of which was
filed with the Commission on July 26, 1999.
<PAGE>
Pursuant to the requirements of the securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
NORD RESOURCES CORPORATION
Date: October 12, 1999 By: /s/ Ray W. Jenner
Ray W. Jenner
Chief Financial Officer
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<TABLE>
EXHIBIT INDEX
<CAPTION>
Sequentially
Item No. Description Numbered Page
<C> <S> <S>
10.131 Sale and Purchase Agreement dated June 16, 1999 between See Footnote 1
between Nord Resources Corporation, MIL (Investments)
S.A.R.L., and SRLAcquisition No. 1 Limited.(1)
10.132 Shareholders Agreement dated September 30, 1999 See Footnote 1
between Nord Resources Corporation, MIL (Investments)
S.A.R.L., SRL Acquisition No. 1 Limited, and SRL Holding
GmbH.(1)
10.133 Guaranty dated September 30, 1999 between MIL See Footnote 1
(Investments) S.A.R.L., as Guarantor, and Nord Resources
Corporation.(1)
10.134 Valuation Report and Fairness Opinion dated June 21, 1999 See Footnote 1
issued by NM Rothschild & Sons (Washington) LLC.(1)
10.135 Form of Memorandum and Articles of Association of SRL See Footnote 1
Acquisition No. 1 Limited, a British Virgin Islands
corporation. (This item is an exhibit to the Purchase and
Sale Agreement referenced above and has been omitted as an
exhibit to this report because it does not contain information
which is material to an investment decision. Registrant
hereby agrees to furnish supplementally to the Commission
a copy of this item upon request)(1)
99.1 News release of Nord Resources Corporation dated October 1, 1999 1.
(1) Pursuant to Rule 12b-32 of the Exchange Act, this document is
incorporated by reference to the Notice of and Proxy Statement
("Statement") for the Annual Meeting of Shareholders of Nord Resources
Corporation held on September 8, 1999, a definitive copy of which was
filed with the Commission on July 26, 1999.
</TABLE>
EXHIBIT 99.1 NEWS RELEASE
Nord Resources Closes Sale of Sierra Rutile
October 1, 1999 NYSE: NRD
Albuquerque, New Mexico - Nord Resources Corporation announced
today that it had closed the sale to MIL (Investments) S.A.R.L.
("MIL") of its 50% interest in the Sierra Rutile titanium dioxide
project in Sierra Leone, West Africa. The Company's shareholders voted
earlier this month to approve the sale.
The sale resulted in the return for cancellation of the 7.0
million, or 29.7% of the outstanding common shares of Nord Resources
owned by MIL; the receipt by the Company of $1.25 million in cash; and
the release of the Company's guarantee of $6 million of Sierra Rutile
bank debt. Nord Resources also retains a 5% carried interest in the
Sierra Rutile interest sold. The Company now has 16.5 million shares
outstanding.
The Sierra Rutile sale will allow the Company to move forward
with a new business strategy focused on base and precious metals, and
involving the acquisition of high potential projects which are either
producing currently or can be brought into production quickly.
Nord Resources Corporation owns the Johnson Camp copper mine in
Arizona, which is currently being redeveloped, and a 28.5% interest in
Nord Pacific Limited (OTCBB: NORPF, Toronto Stock Exchange: NPF), a
diversified international resource company engaged in the production
of copper, and the exploration for and development of base and
precious metals and strategic mineral, including copper, gold, silver,
nickel and cobalt. Nord Pacific's activities are located in
Australia, Papua New Guinea, Mexico, Canada, and the United States.
Safe Harbor Statement under the Private Securities Litigation Act
of 1995: The statements contained in this release which are not
historical fact are "forward looking statements" that involve various
important risks, uncertainties, and other factors which could cause
the Company's actual results to differ materially from those expressed
in such forward looking statements. These factors include, without
limitation, the risk factors disclosed in the Company's securities
filings.
For information contact:
Pierce Carson, Chief Executive Officer, or
Ray Jenner, Chief Financial Officer
(505) 766-9955
Website: www.nordresources.com
