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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): March 11, 1996
BATTLE MOUNTAIN GOLD COMPANY
(Exact name of registrant as specified in its charter)
Nevada 1-9666 76-0151431
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
333 Clay Street, 42nd Floor
Houston, Texas 77002
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (713) 650-6400
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ITEM 5. OTHER EVENTS.
On March 11, 1996, Battle Mountain Gold Company ("BMG")
entered into a Combination Agreement (the "Combination Agreement") with Hemlo
Gold Mines Inc. ("Hemlo"). The Combination Agreement provides for a business
combination in which holders of common shares of Hemlo will be entitled to
receive either 1.48 shares of common stock of BMG or 1.48 exchangeable shares
of Hemlo for each common share of Hemlo held by them, and BMG would become the
beneficial owner of all of Hemlo's common shares. Each exchangeable share of
Hemlo will (a) be exchangeable for one share of BMG's common stock, (b) entitle
its holder to receive dividends economically equivalent to dividends paid on
BMG's common stock and (c) pursuant to a trust agreement in which a share of
special voting stock of BMG will be deposited, carry the right to vote at
meetings of the stockholders of BMG and be entitled to participate in any
liquidation of BMG on the same basis as holders of BMG's common stock. The
Combination Agreement also provides that upon closing, Hemlo's name will be
changed to Battle Mountain Canada Inc.
Closing under the Combination Agreement is conditioned on,
among other things, approval by BMG's and Hemlo's stockholders, expiration or
termination of waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 and the Competition Act (Canada) and the receipt of
necessary approvals under the Investment Canada Act, and approval of the plan
of arrangement by which the transaction will be implemented by the Ontario
Court of Justice (General Division) under relevant provisions of the Ontario
Business Corporations Act. The Combination Agreement contains prohibitions on
the solicitation of, negotiations with respect to, or other activity to
facilitate, competing acquisition proposals involving either party, with
exceptions for certain actions determined to be required by the fiduciary
duties of a party's board of directors. The Combination Agreement further
provides that if any of specified competing transactions involving Hemlo are
consummated, Hemlo is obligated to pay BMG a break-up fee of $42.5 million
(less certain termination fees that may be payable to BMG earlier), unless BMG
is in material breach of the Combination Agreement or BMG's stockholders have
disapproved the transaction pursuant to the Combination Agreement.
The transaction contemplated by the Combination Agreement is
intended to constitute a pooling of interests under United States generally
accepted accounting principles and, to the extent exchangeable shares are
received in exchange for Hemlo's common shares, to be treated generally as a
reorganization of capital for Canadian federal income tax purposes for those
Hemlo shareholders who hold their Hemlo common shares as capital property and
as a tax free reorganization for U.S. federal income tax purposes.
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SIGNATURES
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 hereunto duly authorized.
BATTLE MOUNTAIN GOLD COMPANY
By: /s/ KENNETH R. WERNEBURG
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Kenneth R. Werneburg
President and Chief Operating Officer
Date: March 21, 1996
