SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
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)
Copies to:
DAVID J. GRAHAM
Andrews & Kurth, L.L.P.
600 Travis Street, Suite 4200
Houston, Texas 77002
April 11, 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.
<PAGE>
* 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 10 Pages
<PAGE>
CUSIP No.: 302494-10-9 Page 2 of 10 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
6,500,000
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
6,500,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
6,500,000 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)
8.85%
14 Type of Reporting Person (See Instructions)
CO
<PAGE>
CUSIP No.: 302494-10-9 Page 3 of 10 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
6,500,000
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
6,500,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
6,500,000 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)
8.85%
14 Type of Reporting Person (See Instructions)
CO
<PAGE>
AMENDMENT NO. 1 TO SCHEDULE 13D
INTRODUCTION
This Amendment No. 1 (this "Amendment") amends and supplements the
Statement on Schedule 13D, dated May 24, 1990 (the "initial Schedule 13D"),
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. Subsequent to the filing of the initial Schedule
13D, Meridian Minerals was merged with and into Glacier Park Company, a
Delaware corporation ("Glacier Park") and a wholly owned subsidiary of BR. In
accordance with Rule 13d-2(c) under the Securities Exchange Act of 1934, as
amended, the text of the initial Schedule 13D is restated in this Amendment,
except to the extent amended or supplemented hereby.
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 2. Identity and Background.
(a), (b), (c) and (f). The initial Schedule 13D related to the
acquisition by Meridian Minerals Company, which was a Montana corporation
("Meridian Minerals") and a wholly owned subsidiary of Burlington Resources
Inc., a Delaware corporation ("BR"), of 8,000,000 shares of Common Stock
pursuant to an Agreement and Plan of Merger, dated April 19, 1990, among
Meridian, Meridian Gold Company ("Meridian Gold"), FMC Gold, FMC Corporation and
BR (the "Merger Agreement"). The acquisition of the Common Stock was upon the
terms and subject to the conditions set forth in the Merger Agreement and is
more fully described below in Item 5. A complete copy of the Merger Agreement
was attached as Exhibit 1 to the initial Schedule 13D.
Subsequent to the filing of the initial Schedule 13D, Meridian was
merged with and into Glacier Park Company, a Delaware corporation ("Glacier
Park") and a wholly owned subsidiary of BR.
This Amendment relates to the sale by Glacier Park on April 11, 1996,
of 1,500,000 shares of Common Stock in a block trade on the New York Stock
Exchange.
BR is a holding company engaged, through its principal subsidiary,
Meridian Oil Inc. and its affiliated companies, in the exploration, development
and production of oil and gas, and related marketing activities. Glacier Park is
engaged in the management and sale of certain assets related to BR's
discontinued real estate, forest products, and minerals operations. At the time
the initial Schedule 13D was filed, Meridian Minerals was engaged in the
exploration, development and production of minerals and crushed rock products,
including aggregates and coal. The address of the principal executive office for
each of BR and Glacier Park is 5051 Westheimer, Suite 1400, Houston, Texas
77056. The name, business address, present principal occupation or employment
and citizenship of each of the directors and executive officers of BR and
Glacier Park are set forth on Schedule I attached hereto.
<PAGE>
(d) and (e). None of BR, Glacier Park and, to the best knowledge of BR
and Glacier Park, the directors or executive officers of BR and Glacier Park
has, during the last five years, been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Meridian Minerals acquired the 8,000,000 shares of FMC Gold Common
Stock in consideration for all of the outstanding shares of its wholly owned
subsidiary, Meridian Gold.
Item 4. Purpose of Transaction.
The purpose of the Merger Agreement was the disposition by Meridian
Minerals of all of its outstanding shares of Meridian Gold and the acquisition
of an equity interest in FMC Gold.
(a) In the Merger Agreement, FMC Gold provided registration rights
under the Securities Act of 1933 to Meridian Minerals, including certain hold
back arrangements by FMC Corporation and FMC Gold prior to April 1, 1991, with
respect to Common Stock acquired by Meridian Minerals. Pursuant to the terms of
the Merger Agreement, the registration rights expired in May 1993.
(b) Meridian Minerals acquired the Common Stock through a merger in
which a subsidiary of FMC Gold merged into Meridian Gold, with Meridian Gold as
the surviving corporation. Meridian Gold thus became a wholly owned subsidiary
of FMC Gold following the merger and Meridian Minerals received the 8,000,000
shares of Common Stock in exchange for its shares of Meridian Gold.
(c) None.
(d) None.
(e) None, other than the issuance of the 8,000,000 shares of
Common Stock.
(f) None.
(g) None.
(h) None.
(i) None.
(j) None.
Item 5. Interest in Securities of the Issuer.
(a) Pursuant to the Merger Agreement, Meridian Minerals acquired
8,000,000 shares of Common Stock or approximately 11% of the outstanding Common
Stock. Following the sale on April
<PAGE>
11, 1996, Glacier Park held 6,500,000 shares of Common Stock or 8.85% of the
outstanding Common Stock.
(b) Glacier Park shares with BR power to vote or dispose of the
Common Stock it owns.
(c) None.
(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from,
the sale of the Common Stock that Glacier Park owns.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
None, other than the registration rights described in Item 4(a), which
have expired.
Item 7. Material to be Filed as Exhibits.
(1) Agreement and Plan of Merger, dated April 19, 1990, with
exhibits (filed as Exhibit 1 to Schedule 13D, filed May 25,
1990)
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: April 15, 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
<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the name, residence or business address,
and present principal occupation or employment of the directors and executive
officers of Burlington Resources Inc. Individuals designated with a (1) are also
directors and executive officers of Glacier Park Company and with a (2) are also
executive officers of Glacier Park Company. Unless otherwise indicated, the
business address of each individual listed below is 5051 Westheimer, Suite 1400,
Houston, Texas 77056. Each individual listed below is a citizen of the United
States.
Present Principal Occupation or Employment
Name and Address (Principal Business)
Directors
John V. Byrne Retired
3190 N.W. Deer Run
Corvallis, Oregon 97330
S. Parker Gilbert Retired
Morgan Stanley Group Inc.
1251 Avenue of the Americas
New York, New York 10020
James F. McDonald President and Chief Executive Officer of
One Technology Pkwy South Scientific-Atlanta, Inc.(Telecommunications)
Norcross, Georgia 30092
Thomas H. O'Leary Chairman of the Board of BR
Burlington Resources Inc.
999 Third Avenue, Suite 2810
Seattle, Washington 98104
Donald M. Roberts Retired
430 Park Avenue, Suite 600
New York, New York 10022
Walter Scott, Jr. Chairman and President of Peter Kiewit Sons',
1000 Kiewit Plaza Inc.(Construction, mining, and
Omaha, Nebraska 68131 telecommunications)
Bobby S. Shackouls (1) President and Chief Executive Officer of BR
William E. Wall Of Counsel, Siderius Lonergan (Law Firm)
2450 Westmont Way West
Seattle, Washington 98199
<PAGE>
Executive Officers
John E. Hagale (1) Executive Vice President and Chief Financial
of BR Officer
Harold E. Haunschild (2) Executive Vice President, Human Resources and
Administration of BR
Randolph P. Mundt Executive Vice President, Marketing, of
Meridian Oil Inc.
C. Ray Owen Executive Vice President and Chief Operating
Officer of Meridian Oil Inc.
Gerald J. Schissler (1) Executive Vice President, Law and Corporate
Affairs of BR
EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
(1) Agreement and Plan of Merger, dated April 19, 1990, *
with exhibits
* (Filed as Exhibit 1 to Schedule 13D, filed May 25,
1990)
