UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
--------------------
BATTLE MOUNTAIN GOLD COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Nevada 76-0151431
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION)
333 Clay Street, Suite 4200
Houston, Texas
(ADDRESS, OF PRINCIPAL 77002-4103
EXECUTIVE OFFICES) (ZIP CODE)
Securities to be registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
--------------------------------------- ------------------------------
Rights to Purchase Preferred Stock New York Stock Exchange
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates
(if applicable): None
Securities to be registered pursuant to Section 12(g) of the Act: None
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Item 1 of the Form 8-A of the Registrant is hereby amended to read in its
entirety as follows:
On November 10, 1988, the Board of Directors of Battle Mountain Gold
Company, a Nevada corporation (the "Company"), declared a dividend of one Right
(a "Right") for each outstanding share of the Company's Common Stock, par value
$0.10 per share (the "Common Stock"), to stockholders of record at the close of
business on November 21, 1988. Each Right entitles the registered holder to
purchase from the Company a unit consisting of one one-hundredth of a share (a
"Unit") of the Company's Series A Junior Participating Preferred Stock, par
value $1.00 per share (the "Series A Preferred Stock"), at a purchase price of
U.S.$60 per Unit, subject to adjustment (the "Unit Purchase Price"). The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") dated as of November 10, 1988, as amended and restated as of
July 19, 1996 and as further amended as of November 10, 1998, between the
Company and the Bank of New York, as rights agent (the "Rights Agreement").
The Rights are now attached to all Common Stock certificates
representing outstanding shares, and no separate Rights Certificates have been
distributed. The Rights will separate from the Common Stock and a "Distribution
Date" will occur upon the earlier of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") has acquired, or obtained the right to acquire, beneficial ownership of
20 percent or more of the outstanding shares of Common Stock (the date of the
announcement being the "Stock Acquisition Date") or (ii) 10 business days (or
such later date as may be determined by the Company's Board of Directors before
the Distribution Date occurs) following the commencement of a tender offer or
exchange offer that would result in a person or group beneficially owning 30
percent or more of such outstanding shares of Common Stock. The Rights Agreement
provides that Noranda Inc., an Ontario corporation ("Noranda"), will not be an
Acquiring Person solely as a result of becoming the beneficial owner of
exchangeable shares (the "Exchangeable Shares") of Battle Mountain Canada Ltd.,
an Ontario corporation ("Battle Mountain Canada"), upon consummation of the
arrangement referred to in the Combination Agreement dated as of March 11, 1996
by and between the Company and Hemlo Gold Mines Inc. (the former name of Battle
Mountain Canada), as amended and restated, or Common Stock acquired in exchange
therefor unless and until it or any of its affiliates or associates purchase or
otherwise become the beneficial owner of any additional shares of Common Stock
or any other person or persons who is (or collectively are) the beneficial
owners of any shares of Common Stock become an affiliate or associate of Noranda
unless (x) in either such case, Noranda, together with all of its affiliates or
associates, is not then the beneficial owner of 20 percent or more of the shares
of Common Stock then outstanding or (y) in case Noranda becomes the beneficial
owner of such additional shares as a result of the acquisition by it of another
person or of another person who is such a beneficial owner becoming an affiliate
or associate of Noranda as a result of a bona fide transaction undertaken
primarily for another purpose not related to the acquisition of beneficial
ownership of shares of Common Stock and not for any purpose with any effect of
changing or influencing control of the Company, Noranda (or such affiliate or
associate) promptly divests or causes to be divested such additional shares. The
Rights Agreement also provides that neither an initial acquirer ("Acquirer A"),
nor the first subsequent
<PAGE>
acquirer from Acquirer A ("Acquirer B", and together with Acquirer A, the
"Subsequent Acquirer") of all Exchangeable Shares (or Common Stock acquired in
exchange for such Exchangeable Shares) held by Noranda in connection with and as
a result of the consummation of the Arrangement referred to in the Combination
Agreement or a block of such shares in excess of twenty percent (20%) of the
total combined outstanding Common Stock and Exchangeable Shares as of the date
of such acquisition (such shares an "Exempted Block"), which Subsequent Acquirer
and its Affiliates or Associates do not Beneficially Own any Exchangeable Shares
or Common Stock at the time of such acquisition, shall be or become an Acquiring
Person solely as a result of the Subsequent Acquirer becoming the Beneficial
Owner of such shares comprising the Exempted Block, but shall thereafter become
an Acquiring Person if (I) the Subsequent Acquirer or an Affiliate or Associate
of the Subsequent Acquirer shall purchase or otherwise become the Beneficial
Owner of any additional Exchangeable Shares or shares of Common Stock or (II)
any Person (or Persons) who is (or collectively are) the Beneficial Owner of any
Exchangeable Shares or shares of Common Stock shall become an Affiliate or
Associate of the Subsequent Acquirer unless (x) in either such case the
Subsequent Acquirer together with all Affiliates and Associates of the
Subsequent Acquirer is not then the Beneficial Owner of 20% or more of the total
combined then outstanding shares of Common Stock and Exchangeable Shares then or
(y) the Subsequent Acquirer's increase in Beneficial Ownership of shares of
Common Stock or Exchangeable Shares is solely as a result of a reduction in the
number of shares of Common Stock or Exchangeable Shares outstanding due to the
purchase or other acquisition of Common Stock or Exchangeable Shares outstanding
by the Company or any Subsidiary thereof, and the Subsequent Acquirer does not
become the Beneficial Owner of any additional Exchangeable Shares or shares of
Common Stock after such reduction in the number of outstanding shares. The
Rights Agreement further provides certain exceptions from the definition of
Acquiring Person, conditional on prompt divestiture. For purposes of the Rights,
beneficial ownership of Exchangeable Shares is treated as beneficial ownership
of Common Stock and calculations of percentage ownership, the number of shares
outstanding and related provisions are made on a basis that treats the Common
Stock and Exchangeable Shares as though they are the same security.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on November 10, 2008, unless earlier redeemed by
the Company as described below. Until the Distribution Date, (a) the Rights will
be evidenced by the Common Stock certificates (together with a copy of a Summary
of Rights to Purchase Preferred Stock or bearing the notation referred to below)
and will be transferred with and only with such Common Stock certificates, (b)
new Common Stock certificates issued after November 21, 1988 will contain a
notation incorporating the Rights Agreement by reference and (c) the surrender
for transfer of any certificate for Common Stock outstanding (with or without a
copy of a Summary of Rights to Purchase Preferred Stock) will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate. As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of Common Stock as of the close
of business on the Distribution Date and, from and after the Distribution Date,
the separate Rights Certificates alone will represent the Rights. All shares of
Common Stock issued prior to the Distribution Date will be issued with Rights.
Shares of Common Stock issued after the Distribution Date will be issued with
Rights if such shares are issued pursuant to the exercise of stock options or
under an employee benefit plan. Except as otherwise determined by the Board of
<PAGE>
Directors, no other shares of Common Stock issued after the Distribution Date
will be issued with Rights.
In the event that (i) the Company is the surviving corporation in a
merger with an Acquiring Person and the Common Stock is not changed or
exchanged, (ii) a person becomes the beneficial owner of 30 percent or more of
the then outstanding shares of Common Stock (except pursuant to a tender or
exchange offer for all outstanding shares of Common Stock at a price and on
terms that a majority of the independent directors of the Company determines to
be fair to and otherwise in the best interests of the Company and its
stockholders), (iii) an Acquiring Person engages in one or more "self-dealing"
transactions as set forth in the Rights Agreement or (iv) during such time as
there is an Acquiring Person, an event involving the Company or a subsidiary of
the Company occurs that results in such Acquiring Person's ownership interest
being increased by more than one percent (e.g., a reverse stock split), at any
time following the Distribution Date, each holder of a Right will thereafter
have the right to receive, upon exercise, Common Stock (or, in certain
circumstances, cash, property or other securities of the Company) having a value
equal to two times the exercise price of the Right. The exercise price is the
Unit Purchase Price multiplied by the number of Units issuable upon exercise of
the Right prior to the event described in this paragraph (initially, one).
Notwithstanding any of the foregoing, following the occurrence of any of the
events set forth in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person (or by certain related parties) will be null and void. However,
Rights are not exercisable following the occurrence of any of the events set
forth above until such time as the Rights are no longer redeemable by the
Company as set forth below.
For example, at an exercise price of $60 per Right, each Right not owned
by an Acquiring Person (or by certain related parties) following an event set
forth in the preceding paragraph would entitle its holder to purchase $120 worth
of Common Stock (or other consideration, as noted above) for $60. Assuming that
the Common Stock had a per share value of $15 at such time, the holder of each
valid Right would be entitled to purchase 8 shares of Common Stock for $60.
In the event that, on or after the Stock Acquisition Date, (i) the
Company is acquired in a merger or other business combination transaction (other
than a merger described in the second preceding paragraph or a merger which
follows an offer described in the second preceding paragraph) or (ii) 50 percent
or more of the Company's assets or earning power is sold or transferred, each
holder of a Right (except Rights which previously have been voided as set forth
above) will thereafter have the right to receive, upon exercise, common stock of
the acquiring company having a value equal to two times the exercise price of
the Right. The events set forth in this paragraph and in the second preceding
paragraph are referred to as the "Triggering Events".
The Unit Purchase Price payable, and the number of Units of Series A
Preferred Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Series A Preferred Stock, (ii) if holders of the Series
A Preferred Stock are granted certain rights or warrants to subscribe for Series
A Preferred Stock or
<PAGE>
convertible securities at less than the current market price of the Series A
Preferred Stock, or (iii) upon the distribution to holders of the Series A
Preferred Stock of evidences of indebtedness or assets (excluding regular
quarterly cash dividends) or of subscription rights or warrants (other than
those referred to above).
With certain exceptions, no adjustment in the Unit Purchase Price will
be required until cumulative adjustments amount to at least 1 percent of the
Unit Purchase Price. No fractional Units will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Series A
Preferred Stock on the last trading date prior to the date of exercise.
At any time until 10 days following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of U.S.$0.01
per Right, payable, at the option of the Company, in cash, shares of Common
Stock or such other consideration as the Board of Directors may determine. After
the redemption period has expired, the Company's right of redemption may be
reinstated prior to the occurrence of any Triggering Event if (i) each Acquiring
Person reduces his beneficial ownership to 10 percent or less of the outstanding
shares of Common Stock in a transaction or series of transactions not involving
the Company and (ii) there are no other Acquiring Persons. Immediately upon the
action of the Board of Directors ordering redemption of the Rights, the Rights
will terminate and the only right of the holders of Rights will be to receive
the $.01 redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will most
likely not be taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event that the
Rights become exercisable for Common Stock (or other consideration) or for the
common stock of the acquiring company as set forth above.
Other than those provisions relating to the principal economic terms of
the Rights, any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board of Directors in order to cure any ambiguity, defect or inconsistency, to
make changes which do not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person), or to shorten or lengthen any
time period under the Rights Agreement; PROVIDED, HOWEVER, that no amendment to
adjust the time period governing redemption shall be made at such time as the
Rights are not redeemable and PROVIDED, FURTHER that no amendment may be made to
the provision exempting certain Subsequent Acquirers (as defined above) from the
definition of "Acquiring Person" without the consent of Noranda, if Noranda has
not transferred any shares to a Subsequent Acquirer, or Acquirer A, if Noranda
has transferred an Exempted Block to Acquirer A and Acquirer A still holds such
shares.
Any shares of Series A Preferred Stock that may be issued upon exercise
of the Rights will be nonredeemable. The holders of shares of Series A Preferred
Stock will be entitled to receive, when, as and if declared, a preferential
quarterly dividend in an amount per share effectively equal to the greater of
U.S.$2.00 per share or 100 times any cash or noncash dividend or other
<PAGE>
distribution declared on the Common Stock (other than dividends payable in
shares of Common Stock), in like kind. In the event of liquidation, the holders
of the Series A Preferred Stock will be entitled to receive a liquidation
payment per share in an amount effectively equal to the greater of U.S.$100 per
share or 100 times the per share amount distributed to holders of Common Stock.
In the event of any merger, consolidation or other transaction in which shares
of Common Stock are exchanged, the holder of the shares of Series A Preferred
Stock will be entitled to receive per share 100 times the amount received per
share of Common Stock. Holders of Series A Preferred Stock will have 100 votes
per share of Series A Preferred Stock and, except as otherwise provided in the
Company's Restated Articles of Incorporation, as amended, or required by law,
will vote together with holders of Common Stock as a single class. The rights of
the Series A Preferred Stock as to dividends, liquidation and voting are
protected by antidilution provisions. Whenever dividend payments on the Series A
Preferred Stock are in arrears, the Company will not (i) purchase or redeem any
shares of Series A Preferred Stock or shares ranking on a parity with respect to
the Series A Preferred Stock except in accordance with a purchase offer to all
holders, (ii) declare or pay dividends on or purchase or redeem any shares of
stock ranking junior to the Series A Preferred Stock or (iii) declare or pay
dividends on or purchase or redeem any shares of stock ranking on a parity with
the Series A Preferred Stock except dividends paid ratably on the Series A
Preferred Stock and all such parity stock and except purchases or redemptions of
such parity stock in exchange for junior stock. If dividend payments on the
Series A Preferred Stock are in arrears for six quarters, the holders of the
Series A Preferred Stock (altogether with holders of any other preferred stock
of the Company with similar rights) will have the right to elect two additional
directors of the Company.
The Rights may have certain antitakeover effects, including deterring
someone from acquiring control of the Company in a manner or on terms not
approved by the Board of Directors of the Company. The Rights should not
interfere with any merger or other business combination approved by the Board of
Directors of the Company.
The Rights Agreement specifying the terms of the Rights, which includes
as exhibits the form of Resolution Establishing Designation, Preferences and
Rights of Series A Junior Participating Preferred Stock setting forth the terms
of the Series A Preferred Stock, the form of Rights Certificate and the Summary
or Rights to Purchase Preferred Stock, is attached hereto as an exhibit and
incorporated hereby by reference. This summary description of the Rights does
not purport to be complete and is qualified in its entirety by reference to the
Rights Agreement.
ITEM 2. EXHIBITS.
Item 2 of the form 8-A of the Registrant is hereby amended to read in its
entirety as follows:
*4(a) Certificate of Amendment of Certificate of Resolution
establishing Designation, Preferences and Rights of Series A
Junior participating Preferred Stock (Exhibit 4(c) to the
Company's Current Report on Form 8-K dated July 19, 1996; File
No. 1-9666).
<PAGE>
*4(b)(i) Rights Agreement, dated November 10, 1988, as amended and
restated as of July 19, 1996, between the Company and The Bank
of New York, as Rights Agent (Exhibit 4(e) to the Company's
Current Report on Form 8-K dated July 19, 1996; file No.
1-9666).
4(b)(ii) Third Amendment to Rights Agreement, dated November 10,
1998, between the Company and The Bank of New York, as
Rights Agent.
- --------------------
*Incorporated by reference as indicated pursuant to Rule 12b-32.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this amendment to its Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: November 10, 1998 BATTLE MOUNTAIN GOLD COMPANY
(Registrant)
By: /s/ IAN D. BAYER
Name: Ian D. Bayer
Title: Chief Executive Officer
Exhibit 4(b)(ii)
THIRD AMENDMENT TO RIGHTS AGREEMENT
THIS THIRD AMENDMENT TO RIGHTS AGREEMENT, dated as of November 10, 1998,
is between BATTLE MOUNTAIN GOLD COMPANY, a Nevada corporation (the "Company"),
and THE BANK OF NEW YORK, as rights agent (the "Rights Agent").
RECITALS
WHEREAS, the Company and the Rights Agent are parties to that certain
Rights Agreement dated as of November 10, 1988, as amended as of July 30, 1992
and as further amended and restated as of July 19, 1996 (the "Rights
Agreement").
WHEREAS, the parties desire to amend the Rights Agreement in accordance
with Section 26 of the Rights Agreement; and
WHEREAS, the Distribution Date in connection with the Rights Agreement
has not occurred;
NOW THEREFORE, the parties hereby agree as follows:
1. AMENDMENT OF SECTION 1(A). The penultimate sentence of Section 1(a) is
hereby amended by adding the following proviso immediately prior to the period
(.) at the end of such sentence:
"and PROVIDED, FURTHER, that neither an initial acquirer ("Acquirer A"),
nor the first subsequent acquirer from Acquirer A ("Acquirer B" and
together with Acquirer A, the "Subsequent Acquirer") of all Exchangeable
Shares (or Common Stock acquired in exchange therefor) held by Noranda in
connection with and as a result of the consummation of the Arrangement
referred to in the Combination Agreement or a block of such shares in
excess of twenty percent (20%) of the total combined outstanding Common
Stock and Exchangeable Shares as of the date of such acquisition (such
shares an "Exempted Block"), which Subsequent Acquirer and its Affiliates
or Associates do not Beneficially Own any Exchangeable Shares or Common
Stock at the time of such acquisition, shall be or become an Acquiring
Person solely as a result of the Subsequent Acquirer becoming the
Beneficial Owner of such shares comprising the Exempted Block, but shall
thereafter become an Acquiring Person if (I) the Subsequent Acquirer or an
Affiliate or Associate of the Subsequent Acquirer shall purchase or
otherwise become the Beneficial Owner of any additional Exchangeable
Shares or (II) shares of Common Stock or any Person (or Persons) who is
(or collectively are) the Beneficial Owner of any Exchangeable Shares or
shares of Common Stock shall become an Affiliate or Associate of the
Subsequent Acquirer unless (x) in either such case the Subsequent Acquirer
together with all Affiliates and
<PAGE>
Associates of the Subsequent Acquirer is not then the Beneficial Owner of
20% or more of the total combined then outstanding shares of Common Stock
and Exchangeable Shares or (y) the Subsequent Acquirer's increase in
Beneficial Ownership of shares of Common Stock or Exchangeable Shares is
solely as a result of a reduction in the number of shares of Common Stock
or Exchangeable Shares outstanding due to the purchase or other
acquisition of Common Stock or Exchangeable Shares outstanding by the
Company or any Subsidiary thereof, and the Subsequent Acquirer does not
become the Beneficial Owner of any additional Exchangeable Shares or
shares of Common Stock after such reduction in the number of outstanding
shares."
2. AMENDMENT OF SECTION 1(i). Section 1(i) is hereby amended and restated
in its entirety to read as follows:
"(i) "Final Expiration Date" shall mean the close of
business on November 10, 2008."
3. AMENDMENT TO SECTION 26. The following shall be added as the final
sentence of Section 26:
"Notwithstanding the foregoing, the last proviso of the penultimate
sentence of Section 1(a) shall not be amended without the consent
(which consent shall not be unreasonably withheld) of (a) Noranda,
if such amendment is proposed prior to any Person's becoming a
Subsequent Acquirer or (b) Acquirer A if Acquirer A has acquired and
continues to hold an Exempted Block at the time such an amendment is
proposed."
4. AMENDMENT OF EXHIBIT B TO THE RIGHTS AGREEMENT. Exhibit B to the Rights
Agreement, the Form of Rights Certificate, is hereby amended and replaced in its
entirety by Exhibit B hereto.
5. EFFECTIVENESS. This Amendment shall be deemed effective as of November
10, 1998 as if executed on such date. Except as amended hereby, the Rights
Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
6. MISCELLANEOUS. This Amendment shall be deemed to be a contract made
under the laws of the State of Nevada and for all purposes shall be governed by
and construed in accordance with the laws of such state applicable to contracts
to be made and performed entirely within such state. This Amendment may be
executed in any number of counterparts, each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument. If any provision, covenant or
restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, illegal or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.
<PAGE>
EXECUTED as of the date set forth above.
ATTEST: BATTLE MOUNTAIN GOLD COMPANY
By:_________________________ By:__________________________
Name:_______________________ Name:________________________
Title:______________________ Title:_______________________
ATTEST: THE BANK OF NEW YORK
By:_________________________ By:__________________________
Name:_______________________ Name:________________________
Title:______________________ Title:_______________________
<PAGE>
EXHIBIT B
NOT EXERCISABLE AFTER NOVEMBER 10, 2008 OR EARLIER IF REDEEMED BY THE COMPANY.
THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER
RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN
CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE
OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID AND
NO LONGER BE TRANSFERABLE. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE
ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON
OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED
IN THIS RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS
REPRESENTED HEREBY WILL BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN
SECTION 7(e) OF SUCH AGREEMENT.]**
Rights Certificate
BATTLE MOUNTAIN GOLD COMPANY
This certifies that ______________________________________, or
registered assigns, is the registered owner of the number of Rights set forth
above, each of which entitles the owner thereof, subject to the terms,
provisions and conditions of the Rights Agreement, dated as of November 10,
1988, as amended and restated as of July 19, 1996 and as further amended as of
November 10, 1998 (the "Rights Agreement"), between Battle Mountain Gold
Company, a Nevada corporation (the "Company"), and The Bank of New York, as
successor rights agent (the "Rights Agent"), to purchase from the Company at any
time prior to 5:00 P.M. (Houston time) on November 10, 2008 at the office or
offices of the Rights Agent designated for such purpose, or its successors as
Rights Agent, one one-hundredth of a fully-paid nonassessable share of Series A
Junior Participating Preferred Stock (the "Preferred Stock") of the Company, at
a purchase price of $60 per one one-hundredth of a share (the "Purchase Price"),
upon presentation and surrender of this Rights Certificate with the Form of
Election to Purchase set forth on the reverse hereof and the Certificate
contained therein duly executed. The Purchase Price may be paid by certified
bank check, bank cashier's or official bank check or money order payable to the
order of the Company or the Rights Agent. The number of Rights evidenced by this
Rights Certificate (and the number of shares which may be purchased upon
exercise thereof) set forth above, and the Purchase Price per share set forth
above, are the number and Purchase Price as of November 11, 1988, based on the
Preferred Stock as constituted at such date.
Upon the occurrence of a Flip-In Event (as such term is defined in
the Rights Agreement), if the Rights evidenced by this Rights Certificate are
beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of an
Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a
transferee of any such Acquiring Person, Associate or Affiliate,
** The portion of the legend in brackets shall be inserted only if applicable
and shall replace the preceding sentence.
<PAGE>
or (iii) under certain circumstances specified in the Rights Agreement, a
transferee of a person who, concurrently with or after such transfer, became an
Acquiring Person, such Rights shall become null and void and no holder hereof
shall have any rights whatsoever with respect to such Rights from and after the
occurrence of such Flip-In Event.
As provided in the Rights Agreement, the Purchase Price and the
number and kind of shares of Preferred Stock or other securities that may be
purchased upon the exercise of the Rights evidenced by this Rights Certificate
are subject to modification and adjustment upon the happening of certain events,
including Triggering Events (as such term is defined in the Rights Agreement).
This Rights Certificate is subject to all of the terms, provisions
and conditions of the Rights Agreement, which terms, provisions and conditions
are hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Rights Certificates, which
limitations of rights include the temporary suspension of the exercisability of
such Rights under the specific circumstances set forth in the Rights Agreement.
Copies of the Rights Agreement are on file at the above-mentioned office of the
Rights Agent and are also available upon written request to the Company.
This Rights Certificate, with or without other Rights Certificates,
upon surrender at the principal office or offices of the Rights Agent designated
for such purpose, may be exchanged for another Rights Certificate or Rights
Certificates of like tenor and date evidencing Rights entitling the holder to
purchase a like aggregate number of one one-hundredths of a share of Preferred
Stock as the Rights evidenced by the Rights Certificate or Rights Certificates
surrendered shall have entitled such holder to purchase. If this Rights
Certificate shall be exercised in part, the holder shall be entitled to receive
upon surrender hereof another Rights Certificate or Rights Certificates for the
number of whole Rights not exercised.
Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate may be redeemed by the Company at its option at a
redemption price of $.01 per Right, payable, at the election of the Company, in
cash or shares of Common Stock or such other consideration as the Board of
Directors may determine, at any time prior to the earlier of the close of
business on (i) the tenth day following the Stock Acquisition Date (as such time
period may be extended or shortened pursuant to the Rights Agreement) and (ii)
the Expiration Date (as such term is defined in the Rights Agreement). After the
expiration of the redemption period, the Company's right of redemption may be
reinstated if (i) each Acquiring Person reduces his beneficial ownership to
prescribed levels in a transaction or series of transactions not involving the
Company and (ii) there are no other Acquiring Persons.
No fractional shares of Preferred Stock will be issued upon the
exercise of any Right or Rights evidenced hereby (other than fractions which are
integral multiples of one one-hundredth of a share of Preferred Stock, which
may, at the election of the Company, be evidenced by depositary receipts), but
in lieu thereof of a cash payment will be made, as provided in the Rights
Agreement.
<PAGE>
No holder of this Rights Certificate, as such, shall be entitled to
vote or receive dividends or be deemed for any purpose the holder of shares of
Preferred Stock or of any other securities of the Company which may at any time
be issuable on the exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder hereof, as such, any
of the rights of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting stockholders (except as
provided in the Rights Agreement), or to receive dividends or subscription
rights, or otherwise, until the Right or Rights evidenced by this Rights
Certificate shall have been exercised as provided in the Rights Agreement.
This Rights Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.
WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal.
Dated as of _________________, _____
ATTEST: BATTLE MOUNTAIN GOLD COMPANY
By:_________________________ By:__________________________
Name:_______________________ Name:________________________
Title:______________________ Title:_______________________
Countersigned:
THE BANK OF NEW YORK
By:________________________________
Authorized Signature
<PAGE>
[Form of Reverse Side of Rights Certificate]
FORM OF ASSIGNMENT
------------------
(To be executed by the registered holder if such holder
desires to transfer the Rights Certificate.)
FOR VALUE RECEIVED, _______________________________________________________
hereby sells, assigns and transfers unto __________________________________
___________________________________________________________________________
(Please print name and address of transferee)
- ------------------------------------------------------------------------------
this Rights Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint ________________________
Attorney, to transfer the within Rights Certificate on the books of the
within-named Company, with full power of substitution.
Dated: __________________, ______
_______________________________
Signature
Signature Guaranteed:
CERTIFICATE
The undersigned hereby certifies by checking the appropriate boxes
that:
(1) this Rights Certificate [ ] is [ ] is not being sold, assigned
and transferred by or on behalf of a Person who is or was an Acquiring Person or
an Affiliate or Associate of an Acquiring Person (as such terms are defined
pursuant to the Rights Agreement);
(2) after due inquiry and to the best knowledge of the undersigned,
it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate
from any Person who is, was or subsequently became an Acquiring Person of an
Affiliate or Associate of an Acquiring Person.
Dated: _________________, _____ _______________________________
Signature
Signature Guaranteed:
<PAGE>
NOTICE
The signature to the foregoing Assignment and Certificate must
correspond to the name as written upon the face of this Rights Certificate in
every particular, without alteration or enlargement or any change whatsoever.
<PAGE>
FORM OF ELECTION TO PURCHASE
(To be executed if holder desires to exercise Rights
represented by the Rights Certificate.)
To: BATTLE MOUNTAIN GOLD COMPANY
The undersigned hereby irrevocably elects to exercise ______________
Rights represented by this Rights Certificate to purchase the shares of
Preferred Stock issuable upon the exercise of the Rights (or such other
securities of the Company or of any other person which may be issuable upon the
exercise of the Rights) and requests that certificates for such shares (or other
securities) be issued in the name of and delivered to:
Please insert social security
or other identifying number
________________________________________________________________________________
(Please print name and address)
________________________________________________________________________________
If such number of Rights shall not be all the Rights evidenced by
this Rights Certificate, a new Rights Certificate for the balance of such Rights
shall be registered in the name of and delivered to:
Please insert social security
or other identifying number
________________________________________________________________________________
(Please print name and address)
________________________________________________________________________________
Dated: _________________, _____ _______________________________
Signature
<PAGE>
Signature Guaranteed:
CERTIFICATE
The undersigned hereby certifies by checking the appropriate boxes
that:
(1) the Rights evidenced by this Rights Certificate are [ ] are [ ]
are not being exercised by or on behalf of a Person who is or was an Acquiring
Person or an Affiliate or Associate of an Acquiring Person (as such terms are
defined pursuant to the Rights Agreement);
(2) after due inquiry and to the best knowledge of the undersigned,
it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate
from any Person who is, was or became an Acquiring Person or an Affiliate or
Associate of an Acquiring Person.
Dated: _________________, _____ _______________________________
Signature
Signature Guaranteed:
NOTICE
The signature to the foregoing Election to Purchase and Certificate
must correspond to the name as written upon the face of this Rights Certificate
in every particular, without alteration or enlargement or any change whatsoever.
