UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
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 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)
June 21, 2000
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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).
<PAGE>
SCHEDULE 13D
CUSIP No. 07159310 Page 2 of 14 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 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)
28.4%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 07159310 Page 3 of 14 Pages
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Brascan 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
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 indirectly through its interest in its affiliate,
Noranda Inc.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.4%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 07159310 Page 4 of 14 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
65,242,526 shares indirectly through its interest in its affiliate,
Noranda Inc.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.4%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
This Amendment No. 5 to the Schedule 13D originally filed on July 30,
1996, as amended by Amendment No. 1 thereto filed on February 18, 1998,
Amendment No. 2 thereto filed on May 6, 1998, Amendment No. 3 thereto filed
on January 26, 2000 and Amendment No. 4 thereto filed on February 10, 2000
relating to the common stock, par value $0.10 per share, of Battle Mountain
Gold Company, a corporation incorporated under the laws of the State of
Nevada ("BMG"), is being filed by Noranda Inc. ("Noranda"), EdperPartners
Limited and Brascan Corporation (formerly named EdperBrascan Corporation)
to reflect the execution by Noranda of a Support/Voting Agreement with
regard to the merger agreement among BMG, Newmont Mining Corporation
("Newmont") and Bounty Merger Corp., a wholly owned subsidiary of Newmont.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is further amended to add the following paragraph:
On June 21, 2000, BMG announced that it had entered into an Agreement
and Plan of Merger, dated as of June 21, 2000, among BMG, Newmont Mining
Corporation ("Newmont"), and Bounty Merger Corp., a wholly-owned subsidiary
of Newmont (the "Merger Agreement"), pursuant to which BMG will become a
wholly owned subsidiary of Newmont. In connection with the transactions
contemplated under the Merger Agreement, each share of BMG's common stock
and each exchangeable share of Battle Mountain Canada Ltd., a subsidiary of
BMG ("Battle Mountain Canada"), will be converted into the right to receive
0.105 shares of Newmont's common stock. Concurrently with the signing of
the Merger Agreement, Noranda entered into a Support/Voting Agreement,
dated June 21, 2000, with Newmont and BMG under which Noranda, among other
things, agreed to vote all common stock of BMG and all exchangeable shares
of Battle Mountain Canada owned by Noranda to approve the Merger Agreement
and a related Plan of Arrangement involving Battle Mountain Canada.
ITEM 6. CONTRACTS, ARRANGEMENTS UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 is further amended to add the following paragraph:
For information with regard to the Support/Voting Agreement, dated
June 21, 2000, between Noranda, Newmont and BMG, reference is made to Item
4 herein.
ITEM 7. MATERIALS FILED AS EXHIBITS.
Schedule 1: Joint Filing Agreement.
Exhibit 1: Support/Voting Agreement, dated June 21, 2000, among
Noranda, Newmont and BMG.
<PAGE>
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.
June 26, 2000
NORANDA INC.
By: /s/ Aaron W. Regent
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Name: Aaron W. Regent
Title: Executive Vice-President
and Chief Financial Officer
EDPERPARTNERS LIMITED
By: /s/ David W. Kerr
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Name: David W. Kerr
Title: Co-Chief Executive
BRASCAN CORPORATION
By: /s/Robert J. Harding
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Name: Robert S. Harding
Title: Chairman
<PAGE>
SCHEDULE 1
JOINT FILING AGREEMENT
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In accordance with Rule 13d-1(k) of Regulation 13D-G of the Securities
Exchange Act of 1934, as amended, the persons or entities below agree to
the joint filing on behalf of each of them of this Statement on Schedule
13D (including any and all amendments thereto) with respect to the Common
Stock of Battle Mountain Gold Company, and further agree that this Joint
Filing Agreement be included as an Exhibit to such joint filings. In
evidence thereof, the undersigned, being duly authorized, hereby execute
this agreement this 26th day of June 2000.
NORANDA INC.
By: /s/ Aaron W. Regent
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Name: Aaron W. Regent
Title: Executive Vice-President
and Chief Financial Officer
EDPERPARTNERS LIMITED
By: /s/ David W. Kerr
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Name: David W. Kerr
Title: Co-Chief Executive
BRASCAN CORPORATION
By: /s/Robert J. Harding
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Name: Robert S. Harding
Title: Chairman
