SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2) *
FMC GOLD COMPANY
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
302494-10-9
(CUSIP Number of Class of Securities)
Gerald J. Schissler L. David Hanower
Executive Vice President, Senior Vice President
Law and Corporate Affairs Glacier Park Company
Burlington Resources Inc. 5051 Westheimer, Suite 1400
5051 Westheimer, Suite 1400 Houston, Texas 77056
Houston, Texas 77056 (713) 624-9000
(713) 624-9500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 3, 1996
(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. [ ]
Check the following box if a fee is being paid with this statement. [ ] (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
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* 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).
(Continued on the following page(s))
Page 1 of 5 Pages
<PAGE>
CUSIP No.: 302494-10-9 Page 2 of 5 Pages
1 Name of Reporting Persons, S.S. or I.R.S. Identification Nos. of Above
Persons
BURLINGTON RESOURCES INC. 91-1413284
2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not applicable
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Number of Shares Beneficially Owned by Each Reporting Person with Sole
Voting Power
0
8 Number of Shares Beneficially Owned by Each Reporting Person with Shared
Voting Power
4,500,000
9 Number of Shares Beneficially Owned by Each Reporting Person with Sole
Dispositive Power
0
10 Number of Shares Beneficially Owned by Each Reporting Person with Shared
Dispositive Power
4,500,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,500,000 shares
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
6.12%
14 Type of Reporting Person (See Instructions)
CO
<PAGE>
CUSIP No.: 302494-10-9 Page 3 of 5 Pages
1 Name of Reporting Persons, S.S. or I.R.S. Identification Nos. of Above
Persons
GLACIER PARK COMPANY 41-1233483
2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not applicable
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Number of Shares Beneficially Owned by Each Reporting Person with Sole
Voting Power
0
8 Number of Shares Beneficially Owned by Each Reporting Person with
Shared Voting Power
4,500,000
9 Number of Shares Beneficially Owned by Each Reporting Person with Sole
Dispositive Power
0
10 Number of Shares Beneficially Owned by Each Reporting Person with Shared
Dispositive Power
4,500,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,500,000 shares
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
6.12%
14 Type of Reporting Person (See Instructions)
CO
<PAGE>
AMENDMENT NO. 2 TO SCHEDULE 13D
INTRODUCTION
This Amendment No. 2 (this "Amendment") amends and supplements the
Statement on Schedule 13D, dated May 24, 1990, filed by Burlington Resources
Inc., a Delaware corporation ("BR"), and Meridian Minerals Company, which was a
Montana corporation ("Meridian Minerals") and a wholly owned subsidiary of BR,
as amended by Amendment No. 1, dated April 15, 1996, filed by BR and Glacier
Park Company, a Delaware corporation ("Glacier Park") and a wholly owned
subsidiary of BR, as successor by merger to Meridian Minerals.
Item 1. Security and Issuer.
The class of equity securities to which this Schedule 13D relates is
the common stock, par value $.01 per share (the "Common Stock"), of FMC Gold
Company. The name of the issuer is FMC Gold Company, a Delaware corporation
("FMC Gold"). The address of its principal executive office is 5011 Meadowood
Way, Reno, Nevada 89502.
Item 4. Purpose of Transaction.
(a) Glacier Park Company may sell all or a portion of the 4,500,000
shares of Common Stock it owns from time to time as market conditions permit.
Item 5. Interest in Securities of the Issuer.
(a) Following the sale on July 3, 1996, Glacier Park held 4,500,000
shares of Common Stock or 6.12% of the outstanding Common Stock.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: July 3, 1996
BURLINGTON RESOURCES INC.
/s/ Gerald J. Schissler
---------------------------------------
Gerald J. Schissler
Executive Vice President, Law and
Corporate Affairs
GLACIER PARK COMPANY
/s/ L. David Hanower
---------------------------------------
L. David Hanower
Senior Vice President
