UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
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)
February 10, 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 7 Pages
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Noranda Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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 7 Pages
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EdperBrascan Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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 7 Pages
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EdperPartners Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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. 4 to the Schedule 13D, originally filed on July 30,
1996 (the "Original Schedule 13D") as amended by Amendment No. 1 thereto
filed on February 18, 1998 ("Amendment No. 1") and Amendment No. 2 thereto
filed on May 6, 1998 ("Amendment No. 2") and Amendment No.3 thereto filed
on January 26, 2000 ("Amendment No. 3") and 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 the reporting persons named in Item 2 of Amendment No. 3 to reflect the
interests of the Reporting Persons on an aggregate basis, rather than a
proportionate basis.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(b) of the Original Schedule 13D, as heretofore amended, is
hereby amended and restated in its entirety as follows:
(b) Noranda has the sole power to direct the vote and sole power
to direct disposition of all the 1,000 shares of Common Stock of BMG and
the 65,241,526 Exchangeable Shares of BM Canada owned by it which represent
approximately 28.4% of the Common Stock of BMG if all Exchangeable Shares
outstanding were exchanged for shares of Common Stock of BMG or were
treated as a single class with the Common Stock of BMG outstanding (based
on 130,936,704 shares of BMG Common Stock outstanding as of October 31,
1999, as reported by BMG). The other Reporting Persons have the indirect
power to direct the vote and to direct the disposition of the shares of
Common Stock of BMG and the Exchangeable Shares of BM Canada (and the
Common Stock of BMG into which they are exchangeable) held by Noranda
through their respective direct and/or indirect interests in Noranda.
ITEM 7. MATERIALS FILED AS EXHIBITS.
Schedule 1: Joint Filing Statement.
<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.
February 10, 2000
NORANDA INC.
By: /s/ Kevin N. Thompson
--------------------------------
Name: Kevin N. Thompson
Title: Vice-President, Secretary
and General Counsel
EDPERPARTNERS LIMITED
By: /s/ R. J. Harding
--------------------------------
Name: R. J. Harding
Title: Director
EDPERBRASCAN CORPORATION
By: /s/ Blake Lyon
--------------------------------
Name: Blake Lyon
Title: Vice-President, Finance
<PAGE>
SCHEDULE 1
JOINT FILING STATEMENT
In accordance with Rule 13d-1(f) 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 or Exchangeable Shares of Battle
Mountain Canada Ltd. that are exchangeable into common stock of Battle
Mountain Gold Company, on a one-for-one basis, 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 10th day of February 2000.
NORANDA INC.
By: /s/ Kevin N. Thompson
--------------------------------
Name: Kevin N. Thompson
Title: Vice-President, Secretary
and General Counsel
EDPERPARTNERS LIMITED
By: /s/ R. J. Harding
--------------------------------
Name: R. J. Harding
Title: Director
EDPERBRASCAN CORPORATION
By: /s/ Blake Lyon
--------------------------------
Name: Blake Lyon
Title: Vice-President, Finance
