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): June 21, 2000
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Battle Mountain Gold Company
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(Exact name of registrant as specified in its charter)
Nevada 1-9666 76-0151431
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
333 Clay Street, 42nd Floor
Houston, Texas 77002
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 650-6400
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Not applicable
(Former name or former address, if changed since last report)
This document consists of 5 pages. The
exhibit index is contained on page 5 of this document.
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Item 5. Other Events
On June 21, 2000, Battle Mountain Gold Company (the "Company")
announced that it had entered into (i) an Agreement and Plan of Merger, dated as
of June 21, 2000 (the "Merger Agreement"), among the Company, Newmont Mining
Corporation ("Newmont"), and Bounty Merger Corp., a wholly-owned subsidiary of
Newmont ("Newmont Sub"), and (ii) an Arrangement Agreement, dated as of June 21,
2000 (the "Arrangement Agreement"), among the Company, Battle Mountain Canada
Ltd., a subsidiary of the Company ("BMC"), Newmont and Newmont Sub.
The Merger Agreement provides for the merger of Newmont Sub with and
into the Company (the "Merger"), pursuant to which the Company will become a
wholly-owned subsidiary of Newmont. In connection with the Merger, (i) each
share of the Company's common stock will be converted into the right to receive
0.105 shares of Newmont's common stock and (ii) each share of the Company's
$3.25 convertible preferred stock will be converted into one share of a new
class of $3.25 convertible preferred stock of Newmont having terms and
conditions substantially similar to those of the Company's preferred stock.
Simultaneously with the Merger and pursuant to the Arrangement Agreement, each
exchangeable share of BMC will be converted into the right to receive 0.105
shares of Newmont's common stock.
Concurrently with the execution of the Merger Agreement, Noranda Inc.
("Noranda") entered into a Support/Voting Agreement, dated June 21, 2000, among
Noranda, Newmont and the Company (the "Voting Agreement"), whereby Noranda
agreed, among other things, to vote its shares (and those of its controlled
affiliates) of Company common stock and BMC exchangeable shares to approve the
Merger Agreement and the Arrangement Agreement. As of June 21, 2000, Noranda and
its controlled affiliates held approximately 28% of the outstanding voting power
in respect of the common stock (including as a result of their ownership of
exchangeable shares, which are entitled to vote on a one-for-one basis with the
holders of Company common stock as a single class) and approximately 65% of the
outstanding voting power in respect of the exchangeable shares.
In connection with the Merger Agreement, the Arrangement Agreement and
the Voting Agreement, (i) the Company entered into Amendment No. 4 to 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 (the "Company Rights Amendment") and (ii) BMC entered into
the Second Amendment to the Rights Agreement, dated as of July 19, 1996 (as
further amended as of November 10, 1998), between BMC and CIBC Mellon Trust
Company (f/k/a The R-M Trust Company) (the "BMC Rights Amendment"). In addition,
on June 21, 2000, the Company's Board of Directors adopted a resolution
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amending the Company's Bylaws to exempt the transactions described herein from
certain anti-takeover provisions of Nevada corporate law (the "Bylaw
Amendment").
Attached as exhibits hereto are conformed copies of the Merger
Agreement, the Arrangement Agreement, the Voting Agreement, the Company Rights
Amendment, the BMC Rights Amendment and the Bylaw Amendment (the "Exhibits").
The descriptions of the Exhibits contained herein are qualified in their
entirety by reference to the Exhibits, which are expressly incorporated herein
by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated June 21, 2000, by
and among Battle Mountain Gold Company, Newmont
Mining Corporation and Bounty Merger Corp.
2.2 Arrangement Agreement, dated as of June 21, 2000,
made among Battle Mountain Gold Company, Battle
Mountain Canada Ltd., Newmont Mining Corporation and
Bounty Merger Corp.
4.1 Amendment to the Bylaws of Battle Mountain Gold
Company
4.2 Amendment No. 4, dated as of June 21, 2000, to 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
4.3 Second Amendment, dated as of June 20, 2000, to the
Rights Agreement, dated as of July 19, 1996 (as
further amended as of November 10, 1998), between BMC
and CIBC Mellon Trust Company (f/k/a The R-M Trust
Company)
10.1 The Support/Voting Agreement, dated June 21, 2000,
among Noranda Inc., Newmont Mining Corporation and
Battle Mountain Gold Company
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SIGNATURE
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/ Greg V. Etter
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Name: Greg V. Etter
Title: Vice President and General Counsel
Dated: June 23, 2000
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EXHIBIT INDEX
Exhibit
Number Exhibit
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2.1 Agreement and Plan of Merger, dated June 21, 2000, by and
among Battle Mountain Gold Company, Newmont Mining Corporation
and Bounty Merger Corp.
2.2 Arrangement Agreement, dated as of June 21, 2000, made among
Battle Mountain Gold Company, Battle Mountain Canada Ltd.,
Newmont Mining Corporation and Bounty Merger Corp.
4.1 Amendment to the Bylaws of Battle Mountain Gold Company
4.2 Amendment No. 4, dated as of June 21, 2000, to 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
4.3 Second Amendment, dated as of June 20, 2000, to the Rights
Agreement, dated as of July 19, 1996 (as further amended as of
November 10, 1998), between BMC and CIBC Mellon Trust Company
(f/k/a The R-M Trust Company)
10.1 The Support/Voting Agreement, dated June 21, 2000, among
Noranda Inc., Newmont Mining Corporation and Battle Mountain
Gold Company
