<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 2)*
Royal Gold, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
780287 10 8
- --------------------------------------------------------------------------------
(CUSIP Number)
Mr. Charles A. Jeannes
Placer Dome U.S. Inc.
One California Street, Suite 2500
San Francisco, California 94111
(415) 986-0740
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 10, 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.
*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>
CUSIP No. 780287 10 8 13D Page 2 of 31 Pages
1. NAME OF REPORTING PERSON Cortez Gold Mines
S.S. OR I.R.S. IDENTIFICATION NO. 88-0103052
OF ABOVE PERSON
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /x/
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS Not applicable
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Nevada
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------------
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 945,386
EACH
REPORTING -----------------------------------------------------------------
PERSON
WITH 9. SOLE DISPOSITIVE POWER
-----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER 945,386
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 945,386
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON OO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 780287 10 8 13D Page 3 of 31 Pages
1. NAME OF REPORTING PERSON Placer Dome U.S. Inc.
S.S. OR I.R.S. IDENTIFICATION NO. 94-1267115
OF ABOVE PERSON
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /x/
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS Not applicable
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION California
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES ------------------------------------------------------------
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 945,386
EACH
REPORTING -----------------------------------------------------------------
PERSON
WITH 9. SOLE DISPOSITIVE POWER
-----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER 945,386
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 945,386
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 780287 10 8 13D Page 4 of 31 Pages
1. NAME OF REPORTING PERSON Placer Cortez Inc.
S.S. OR I.R.S. IDENTIFICATION NO. 84-1181348
OF ABOVE PERSON
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /x/
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS Not applicable
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------------
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 945,386
EACH
REPORTING -----------------------------------------------------------------
PERSON
WITH 9. SOLE DISPOSITIVE POWER
-----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER 945,386
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 945,386
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 780287 10 8 13D Page 5 of 31 Pages
1. NAME OF REPORTING PERSON Placer Dome Inc.
S.S. OR I.R.S. IDENTIFICATION NO. (This is a Canadian
OF ABOVE PERSON company that has neither
a social security number
nor an IRS number)
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /x/
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS Not applicable
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Canada
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------------
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 945,386
EACH
REPORTING -----------------------------------------------------------------
PERSON
WITH 9. SOLE DISPOSITIVE POWER
-----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER 945,386
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 945,386
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 780287 10 8 13D Page 6 of 31 Pages
AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 is being filed to amend and restate the statement on
Schedule 13D of Placer Dome Inc., Placer Dome U.S. Inc. and Cortez Gold Mines,
as originally filed with the Commission on September 28, 1992 (the "Initial
Statement"), and, as first amended and filed with the Commission on May 15, 1995
("Amendment No. 1"), relating to their beneficial ownership of the common stock,
$0.01 par value, of Royal Gold, Inc.
ITEM 1. SECURITY AND ISSUER.
-------------------
This Statement relates to the common stock, $0.01 par value (the "Common
Stock"), of Royal Gold, Inc. (the "Issuer"), a corporation organized under the
laws of the State of Delaware. The principal executive offices of Royal Gold,
Inc. are located at 1660 Wynkoop Street, Suite 1000, Denver, Colorado
80202-1132.
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
This Statement, as was previously reported, is being filed by Cortez Gold
Mines, a joint venture governed by the laws of the State of Nevada. Cortez Gold
Mines is principally engaged in the exploration for, and the acquisition,
development and operation of, mineral properties in the State of Nevada, with
its principal business address being c/o Placer Dome U.S. Inc., One California
Street, Suite 2500, San Francisco, California 94111. This Statement is also
being filed by Placer Dome U.S. Inc., a California corporation, the principal
business of which is the exploration for, and the acquisition, development and
operation of, mineral properties in the United States and Mexico. Its principal
office and principal business is located at One California Street, Suite 2500,
San Francisco, California 94111. This Statement is also being filed by Placer
Dome Inc., a Canadian public company, and the ultimate parent of Placer Dome
U.S. Inc., which is engaged primarily in the exploration for, and the
acquisition, development and operation of, mineral
<PAGE>
CUSIP No. 780287 10 8 13D Page 7 of 31 Pages
properties. Its principal executive offices and principal business address is
located at Suite 1600, 1055 Dunsmuir Street, P.O. Box 49330, Bentall Postal
Station, Vancouver, British Columbia, Canada V7X 1P1.
Subsequent to the filing of Amendment No. 1 to this Statement, Placer Dome
U.S. Inc. transferred its ownership interest in Cortez Gold Mines, effective
July 7, 1995, to its wholly owned subsidiary, Placer Cortez Inc., a corporation
organized under the laws of the State of Delaware. This Statement is also being
filed by Placer Cortez Inc., the principal business of which is gold mining and
mineral exploration. Its principal office and principal business is located at
One California Street, Suite 2500, San Francisco, California 94111. Placer Dome
Inc., Placer Dome U.S. Inc., Placer Cortez Inc. and Cortez Gold Mines are
sometimes referred to herein collectively as the "Reporting Persons".
Information as to the current directors and officers of Placer Dome U.S.
Inc., Placer Cortez Inc. and Placer Dome Inc. is set forth in Exhibits B, C and
D, respectively, attached hereto.
During the past five years, neither Placer Dome Inc., Placer Dome U.S.
Inc., Placer Cortez Inc. or Cortez Gold Mines, nor any of their respective
directors or executive officers have been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors), nor have any of them
been a party to any civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which any such person or entity was or is
subject to any judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
<PAGE>
CUSIP No. 780287 10 8 13D Page 8 of 31 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
As was previously reported, the source of the funds for the purchase of
500,000 shares of the Common Stock of the Issuer and two warrants representing
the right to purchase a total of 600,000 shares of the Common Stock of the
Issuer was working capital of Cortez Gold Mines, 60% of which was contributed by
Placer Dome U.S. Inc. and 40% of which was contributed by Kennecott Explorations
(Australia) Ltd.
Subsequent to the filings of the Initial Statement and Amendment No. 1,
Cortez Gold Mines exercised its right to acquire, on March 29, 1996, the 600,000
shares of the Issuer underlying the two warrants. The source of the funds for
the purchase of these shares was working capital of Cortez Gold Mines, 60% of
which was contributed by Placer Dome U.S. Inc. and 40% of which was contributed
by Kennecott Explorations (Australia) Ltd.
This item is not applicable to the transaction currently being reported.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
As was previously reported, Cortez Gold Mines, on September 18, 1992,
acting through its managing co-venturer, Placer Dome U.S. Inc., purchased
500,000 shares of the Common Stock of the Issuer and two warrants: a Class A
warrant with the immediately exercisable right to acquire 300,000 shares of the
Common Stock of the Issuer at a price of $2.00 per share; and a Class B warrant
with the right to acquire 300,000 shares of the Common Stock of the Issuer at a
price of $3.00 per share (the "Two Warrants"), for a total consideration of
$800,000. In addition, the Class B Warrant was only exercisable upon the
occurrence of certain events. The Two Warrants would have expired March 31,
<PAGE>
CUSIP No. 780287 10 8 13D Page 9 of 31 Pages
1996, if not exercised prior to that date. The transaction was
effected by the execution of a subscription agreement, which was attached as
Exhibit D to the Initial Statement (the "Subscription Agreement").
Subsequently, on March 29, 1996, Cortez Gold Mines exercised its right to
acquire the 600,000 shares of Common Stock of the Issuer underlying the Two
Warrants, at the price as set forth above, for a total consideration of
$1,500,000 to the Issuer.
On June 10, 1996, Cortez Gold Mines sold 154,614 shares of the Common Stock
of the Issuer through a brokerage transaction on the open market, at a price of
$12.625 per share. It is Cortez Gold Mines' intention to sell an additional
345,386 of its shares of the Common Stock of the Issuer from time to time in the
open market, not to exceed more than approximately one percent (1%) of the
outstanding shares of Common Stock of the Issuer within any three-month period.
The 600,000 shares of Common Stock of the Issuer acquired as a result of the
exercise of the Two Warrants are restricted shares and, therefore, are subject
to a two-year holding period, which would not allow their public resale until
April 22, 1998.
Except as to the above, none of the Reporting Persons, nor any other person
named in Item 2 of this Statement, presently has any other plans or proposals
which relate to, or would result in, any of the events or transactions
contemplated by letter paragraphs (a) through (j) of this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
(a) As of the date hereof, the Reporting Persons may be deemed to
beneficially own 945,386 shares of the Common Stock of
<PAGE>
CUSIP No. 780287 10 8 13D Page 10 of 31 Pages
the Issuer, which represent approximately 6.1% of the outstanding shares of
Common Stock of the Issuer.
None of the directors or executive officers named in Item 2 of this
Statement are beneficial owners of the Common Stock of the Issuer.
(b) Cortez Gold Mines, acting through Placer Cortez Inc. or through Placer
Dome U.S. Inc., as the parent of Placer Cortez Inc., has shared power to vote or
to dispose of the 945,386 shares of Common Stock of the Issuer. Placer Dome
Inc., as the ultimate parent of Placer Dome U.S. Inc. and Placer Cortez Inc.,
has shared power to direct the vote or disposition of the 945,386 shares of
Common Stock of the Issuer.
(c) Except as set forth in Item 4 hereinabove, none of the Reporting
Persons nor any other person named in Item 2 of this Statement has effected any
transactions of the Common Stock of the Issuer during the past 60 days.
(d) As was previously reported, Kennecott Explorations (Australia) Ltd., a
Delaware corporation, as a joint venture participant in Cortez Gold Mines, has a
40% interest in Cortez Gold Mines, including the shares of Common Stock of the
Issuer. As a 40% joint venture participant in Cortez Gold Mines, Kennecott
Explorations (Australia) Ltd. appoints two (2) out of five (5) members to the
Cortez Gold Mines Management Committee; Placer Dome U.S. Inc. (now Placer Cortez
Inc., as successor in interest) appoints three (3) members. Each member is
entitled to one vote on issues concerning the joint venture, with most decisions
being determined by a majority vote. Kennecott Explorations (Australia) Ltd.
and Placer Dome U.S. Inc. (now Placer Cortez Inc.) share pro-rata in all profits
and losses.
(e) Not applicable.
<PAGE>
CUSIP No. 780287 10 8 13D Page 11 of 31 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
---------------------------------------------------------------------
TO SECURITIES OF THE ISSUER.
---------------------------
As was previously reported, Cortez Gold Mines entered into a form of
standstill agreement with the Issuer as part of the Subscription Agreement. The
form of standstill agreement was filed as Exhibit 5 to the Subscription
Agreement, which was attached as Exhibit D to the Initial Statement.
As described in Item 2 hereinabove, Placer Dome U.S. Inc. transferred its
ownership interest in Cortez Gold Mines to Placer Cortez Inc. pursuant to a form
of transfer agreement dated effective July 7, 1995, among Placer Dome U.S. Inc.,
Placer Cortez Inc. and Kennecott Explorations (Australia) Ltd., which agreement
is attached hereto as Exhibit F.
Except as to the foregoing and that previously filed with the Commission,
to the knowledge of the Reporting Persons, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 hereinabove or between such persons and any other person with respect to
any securities of the Issuer, including, but not limited to, transfer or voting
of any securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or losses, or the
giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
---------------------------------
Exhibit A -- Power of Attorney dated June 12, 1996 given by Cortez
Gold Mines to Placer Cortez Inc.
Exhibit B -- Directors and Executive Officers of Placer Dome U.S.
Inc.
<PAGE>
CUSIP No. 780287 10 8 13D Page 12 of 31 Pages
Exhibit C -- Directors and Executive Officers of Placer Cortez Inc.
Exhibit D -- Directors and Executive Officers of Placer Dome Inc.
Exhibit E -- Form of transfer agreement, effective July 7, 1995,
among Placer Dome U.S. Inc., Placer Cortez Inc. and
Kennecott Explorations (Australia) Ltd.
<PAGE>
CUSIP No. 780287 10 8 13D Page 13 of 31 Pages
AMENDMENT NO. 2 TO SCHEDULE 13D
S I G N A T U R E
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
CORTEZ GOLD MINES
By Its Attorney-in-Fact*
Dated: June 14, 1996 By: /s/ Charles A. Jeannes
-----------------------------------
Charles A. Jeannes
Secretary of Placer Cortez Inc.
____________________
* Power of Attorney attached as Exhibit A hereto.
<PAGE>
CUSIP No. 780287 10 8 13D Page 14 of 31 Pages
AMENDMENT NO. 2 TO SCHEDULE 13D
S I G N A T U R E
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
PLACER DOME U.S. INC.
Dated: June 14, 1996 By: /s/ Charles A. Jeannes
------------------------------------
Charles A. Jeannes
Secretary
<PAGE>
CUSIP No. 780287 10 8 13D Page 15 of 31 Pages
AMENDMENT NO. 2 TO SCHEDULE 13D
S I G N A T U R E
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
PLACER CORTEZ INC.
Dated: June 14, 1996 By: /s/ Charles A. Jeannes
---------------------------------------
Charles A. Jeannes
Secretary
<PAGE>
CUSIP No. 780287 10 8 13D Page 16 of 31 Pages
AMENDMENT NO. 2 TO SCHEDULE 13D
S I G N A T U R E
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
PLACER DOME INC.
Dated: June 14, 1996 By: /s/ Ian E. Marshall
------------------------------------
Ian E. Marshall
Assistant Secretary
<PAGE>
CUSIP No. 780287 10 8 13D Page 17 of 31 Pages
AMENDMENT NO. 2 TO SCHEDULE 13D
EXHIBIT INDEX
Description Page
----------- ----
EXHIBIT A Power of Attorney dated June 12, 18
1996 given by Cortez Gold Mines
to Placer Cortez Inc.
EXHIBIT B Directors and Executive Officers of 19
Placer Dome U.S. Inc.
EXHIBIT C Directors and Executive Officers of 20
Placer Cortez Inc.
EXHIBIT D Directors and Executive Officers of 21
Placer Dome Inc.
EXHIBIT E Form of transfer agreement, 25
effective July 7, 1995, among
Placer Dome U.S. Inc., Placer Cortez
Inc. and Kennecott Explorations
(Australia) Ltd.
<PAGE>
CUSIP No. 780287 10 8 13D Page 18 of 31 Pages
EXHIBIT A TO AMENDMENT NO. 2 TO SCHEDULE 13D
POWER OF ATTORNEY
CORTEZ GOLD MINES, a joint venture formed under the laws of the State of
Nevada, does hereby appoint PLACER CORTEZ INC., a Delaware corporation, as its
agent and attorney in fact ("Agent") to prepare, sign and file on its behalf and
in its name, statements on Schedule 13D under the Securities Exchange Act of
1934, including any amendments thereto, in such form as Agent deems necessary by
reason of the shares of the Common Stock, $0.01 par value of Royal Gold, Inc.
held in the name of Cortez Gold Mines, and any related matters; and agrees that
any such statements filed by Placer Cortez Inc. are filed on behalf of Cortez
Gold Mines.
Dated: June 12, 1996
CORTEZ GOLD MINES, by and through
Placer Cortez Inc.
By: /s/ Charles A. Jeannes
--------------------------------
Charles A. Jeannes, Secretary of
Placer Cortez Inc.
<PAGE>
CUSIP No. 780287 10 8 13D Page 19 of 31 Pages
EXHIBIT B TO AMENDMENT NO. 2 TO SCHEDULE 13D
DIRECTORS (*) and EXECUTIVE OFFICERS
of PLACER DOME U.S. INC.
<TABLE>
<S> <S>
Name, Business Address and Citizenship Principal Occupation or Employment
- -------------------------------------- ----------------------------------
* AUSTIN, IAN G. (Canadian citizen) Senior Vice-President and Chief Financial
Suite 1600, 1055 Dunsmuir Street Officer of Placer Dome Inc.
Vancouver, B.C. V7X 1P1, Canada
BRUNSDON, SCOTT M. (Canadian Vice-President Finance and Administration,
citizen) Chief Financial Officer and Treasurer
One California Street, #2500
San Francisco, CA 94111-5472, U.S.A.
DANNI, JOSEPH L. (U.S. citizen) Vice-President of Human Resources and
One California Street, #2500 Public Affairs
San Francisco, CA 94111-5472, U.S.A.
DUNCAN, RICHARD G. (British citizen) Vice-President, Exploration
One California Street, #2500
San Francisco, CA 94111-5472, U.S.A.
* GONZALEZ-URIEN, ELISEO (U.S. Senior Vice-President, Exploration, of
citizen) Placer Dome Inc.
2085 Hamilton Avenue, #150
San Jose, CA 95125, U.S.A.
JEANNES, CHARLES A. (U.S. citizen) Secretary and General Counsel
One California Street, #2500
San Francisco, CA 94111-5472, U.S.A.
* LAIRD, ALEXANDER M. (Canadian Senior Vice-President, Placer Dome Group
citizen) of Placer Dome Inc.
Suite 1600, 1055 Dunsmuir Street
Vancouver, B.C. V7X 1P1, Canada
* TAYLOR, JAY K. (Canadian citizen) President and Chief Executive Officer
One California Street, #2500
San Francisco, CA 94111-5472, U.S.A.
* WILLSON, JOHN M. (Canadian citizen) Chairman of the Board; see also "Directors
Suite 1600, 1055 Dunsmuir Street of Placer Dome Inc."
Vancouver, B.C. V7X 1P1, Canada
</TABLE>
<PAGE>
CUSIP No. 780287 10 8 13D Page 20 of 31 Pages
EXHIBIT C TO AMENDMENT NO. 2 TO SCHEDULE 13D
DIRECTORS (*) and EXECUTIVE OFFICERS
of PLACER CORTEZ INC.
<TABLE>
<S> <S>
Name, Business Address and Citizenship Principal Occupation or Employment
- -------------------------------------- ----------------------------------
* BRUNSDON, SCOTT M. (Canadian Vice-President and Treasurer; also Vice
citizen) President-Finance and Administration,
One California Street, #2500 Chief Financial Officer and Treasurer of
San Francisco, CA 94111-5472, U.S.A. Placer Dome U.S. Inc.
JEANNES, CHARLES A. (U.S. citizen) Secretary; also Secretary and General
One California Street, #2500 Counsel of Placer Dome U.S. Inc.
San Francisco, CA 94111-5472, U.S.A.
* TAYLOR, JAY K. (Canadian citizen) President; also President, Chief Executive
One California Street, #2500 Officer and Director of Placer Dome U.S.
San Francisco, CA 94111-5472, U.S.A. Inc.
* WALSH, ARTHUR L. (U.S. citizen) General Manager, U.S. Operations of
555 W. Silver Street, #101 Placer Dome U.S. Inc. and Mine Manager
Elko, Nevada 89801, U.S.A. of Cortez Gold Mines.
</TABLE>
<PAGE>
CUSIP No. 780287 10 8 13D Page 21 of 31 Pages
EXHIBIT D TO AMENDMENT NO. 2 TO SCHEDULE 13D
DIRECTORS of PLACER DOME INC.
<TABLE>
<S> <S>
Principal Occupation or Employment and
Name of Director and Citizenship Business Address
-------------------------------- --------------------------------------
BUELL, THOMAS A. (Canadian citizen) Chairman, Weldwood of Canada Limited
(forest products company)
1055 West Hastings Street, Vancouver,
B.C. V6B 3V8, Canada
CHERNIAVSKY, PETER A. (Canadian Chairman, B.C. Sugar Refinery, Limited
citizen) 123 Rogers Street
Vancouver, B.C. V6B 3V2, Canada
COULOMBE, G. BERNARD (Canadian President and CEO, J M Asbestos Inc.
citizen) (producer of chrysotile asbestos fibres)
111 St. Luc Boulevard
Asbestos, Quebec JlT 3N2, Canada
FRANKLIN, ROBERT M. (Canadian President, Signalta Capital Corporation
citizen) (investment company); also Chairman of
Placer Dome Inc.
Suite 3201, P.O. Box 43, 130 Adelaide
Street West, Toronto, Ontario M5H 3P5,
Canada
MCDONALD, H. JOHN (Canadian Chairman, Black & McDonald Limited (an
citizen) international electrical and mechanical
contracting company) Suite 2800, 2 Bloor
Street East,Toronto, Ontario M4W 1A8,
Canada
MCFARLAND, ALAN R. (U.S. citizen) General Partner, McFarland, Dewey & Co.
(investment bankers) Suite 1450, 230 Park
Avenue, New York, New York 10169,
U.S.A.
</TABLE>
<PAGE>
CUSIP No. 780287 10 8 13D Page 22 of 31 Pages
EXHIBIT D TO AMENDMENT NO. 2 TO SCHEDULE 13D, CONT'D.
DIRECTORS of PLACER DOME INC., cont'd.
<TABLE>
<S> <S>
Principal Occupation or Employment and
Name of Director and Citizenship Business Address
-------------------------------- --------------------------------------
MICHEL, CLIFFORD L. (U.S. citizen) Partner, Cahill Gordon & Reindel (law
firm); also President and CEO of
Wenonah Development Company (private
investment company)
80 Pine Street, New York, New York
10005, U.S.A.
RYAN, BARTHOLOMEW C. (Australian Private Investor; also a director of Placer
citizen) Pacific Limited
c/o Placer Pacific Limited, Goldfields
House, Level 16, One Alfred Street,
Sydney Cove, NSW 2000, Australia
TAYLOR, VERNON F. III (U.S. citizen) Vice-Chairman, Breece Hill Technologies,
Inc. (a private computer peripherals
manufacturer)
6287 Arapahoe Avenue
Boulder, Colorado 80303, U.S.A.
WILLSON, JOHN M. (Canadian citizen) President and CEO, Placer Dome Inc.;
also Chairman and a director of Placer
Dome Canada Limited, Placer Dome U.S.
Inc., Placer Dome Latin America and
Placer Pacific Limited
Suite 1600, 1055 Dunsmuir Street,
Vancouver, B.C. V7X 1P1, Canada
WILSON, WILLIAM G. (Canadian citizen) Business Consultant
2 Westfield, Sion Hill
Rock Road, Blackrock
Co. Dublin, Ireland
</TABLE>
<PAGE>
CUSIP No. 780287 10 8 13D Page 23 of 31 Pages
EXHIBIT D TO AMENDMENT NO. 2 TO SCHEDULE 13D, CONT'D.
EXECUTIVE OFFICERS of PLACER DOME INC.
<TABLE>
<S> <S>
Name, Business Address and Citizenship Principal Occupation or Employment
- -------------------------------------- ----------------------------------
WILLSON, JOHN M. (Canadian citizen) See "Directors of Placer Dome Inc."
Suite 1600, 1055 Dunsmuir Street
Vancouver, B.C. V7X 1P1, Canada
AUSTIN, IAN G. (Canadian citizen) Senior Vice-President and CFO of Placer
Suite 1600, 1055 Dunsmuir Street Dome Inc.
Vancouver, B.C. V7X 1P1, Canada
BREHAUT, C. HENRY (Canadian citizen) Senior Vice-President, Environment of
Suite 3201, 130 Adelaide Street West Placer Dome Inc.
Toronto, Ontario M5H 3P5, Canada
GONZALEZ-URIEN, ELISEO (U.S. Senior Vice-President, Exploration of
citizen) Placer Dome Inc.
2085 Hamilton Avenue, #150
San Jose, CA 95125, U.S.A.
LAIRD, ALEXANDER M. (Canadian citizen) Senior Vice-President, Placer Dome Group
Suite 1600, 1055 Dunsmuir Street of Placer Dome Inc.
Vancouver, B.C. V7X 1P1, Canada
SMOLIK, THEODORE J. (Canadian Senior Vice-President, Project
citizen) Development of Placer Dome Inc.
Suite 1600, 1055 Dunsmuir Street
Vancouver, B.C. V7X 1P1, Canada
MACKAY-SMITH, STUART C. (Canadian Vice-President, Secretary and General
citizen) Counsel of Placer Dome Inc.
Suite 1600, 1055 Dunsmuir Street
Vancouver, B.C. V7X 1P1, Canada
NICHOL, BRUCE B. (Canadian citizen) Controller of Placer Dome Inc.
Suite 1600, 1055 Dunsmuir Street
Vancouver, B.C. V7X 1P1, Canada
</TABLE>
<PAGE>
CUSIP No. 780287 10 8 13D Page 24 of 31 Pages
EXHIBIT D TO AMENDMENT NO. 2 TO SCHEDULE 13D, CONT'D.
EXECUTIVE OFFICERS of PLACER DOME INC., cont'd.
<TABLE>
<S> <S>
Name, Business Address and Citizenship Principal Occupation or Employment
- --------------------------------------- ----------------------------------
TENNANT, JAMES C. (Canadian citizen) Vice-President, Human Resources of
Suite 1600, 1055 Dunsmuir Street Placer Dome Inc.
Vancouver, B.C. V7X 1P1, Canada
MCLENNAN, REX J. (Canadian citizen) Vice-President and Treasurer of Placer
Suite 1600, 1055 Dunsmuir Street Dome Inc.
Vancouver, B.C. V7X 1P1, Canada
<PAGE>
CUSIP No. 780287 10 8 13D Page 25 of 31 Pages
EXHIBIT E TO AMENDMENT NO. 2 TO SCHEDULE 13D
AGREEMENT
THIS TRANSFER AGREEMENT is made effective as of the 7th day of July, 1995,
by and among Placer Dome U.S. Inc., a California corporation ("Assignor"),
Placer Cortez Inc., a Delaware corporation ("Assignee"), and Kennecott
Explorations (Australia) Ltd. ("KEA"), a Delaware corporation.
RECITALS
(A) Assignor desires to transfer to Assignee one hundred percent (100%) of
its right, title and interest in the Cortez Joint Venture (the "Joint Venture"),
as continued and amended pursuant to that certain Letter of Agreement dated
March 19, 1992, by and between Assignor and KEA, (the "Agreement"), all previous
agreements between those parties and their predecessors respecting the same
subject matter, and all other interests agreements and rights associated with
the foregoing, including without limitation Assignor's rights as manager of the
Joint Venture (such other interests, agreements and rights being collectively
the "Other Assets"). Assignee desires to assume all obligations and liabilities
of Assignor with respect to the Joint Venture, the Agreement and the Other
Assets.
(B) KEA agrees to permit Assignor to transfer to Assignee its interest in
the Agreement, the Joint Venture and Other Assets and the obligations associated
therewith pursuant to the terms outlined below.
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the parties agree as follows:
1. Assignor hereby represents and warrants that Assignee is a corporation
controlled directly by Assignor and that Assignor owns one hundred percent
(100%) of the capital stock in Assignee.
2. Assignor shall transfer to Assignee all of its interest in the
Agreement, the Joint Venture and the Other Assets by execution of the assignment
attached hereto as Exhibit A.
3. Assignee agrees to be bound by the Agreement, the Joint Venture and the
Other Assets to the same extent and nature as Assignor and agrees to assume all
obligations, liabilities and covenants of Assignor with respect to the
Agreement, the Joint Venture and the Other Assets.
4. Assignor acknowledges that it shall remain liable for its share of any
liability, including without limitation any reclamation liability, arising out
of operations conducted prior to that effective date of this Transfer Agreement,
whether such liability is known or
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<PAGE>
CUSIP No. 780287 10 8 13D Page 26 of 31 Pages
unknown on the effective date or whether such liability is asserted before or
after the effective date of this Transfer Agreement.
5. Assignor agrees to execute the Guaranty attached hereto as Exhibit B in
favor of KEA relating to obligations of Assignee with respect to the Agreement,
the Joint Venture and the Other Assets.
6. The parties agree to execute and deliver all such documents,
undertakings, applications, consents, notices or other acts or filings as may be
required or deemed desirable to evidence and accomplish the foregoing.
7. KEA specifically recognizes Assignee's right to continue as manager of
the Joint Venture, and KEA specifically consents to the assignment and transfer
of the Agreement, the Joint Venture and the Other Assets.
8. Assignee and Assignor shall bear 100% of all tax liabilities associated
with this transfer.
9. No modification of this Transfer Agreement shall be valid unless made
in writing and duly executed by the parties.
10. This Transfer Agreement shall be governed by and interpreted in
accordance with the laws of the State of Nevada, except for its rules pertaining
to conflicts of law.
11. This Transfer Agreement contains the entire understanding of the
parties and supersedes all prior agreements and understandings between the
parties relating to the subject matter hereof.
12. This Transfer Agreement may be executed in counterparts, each of which
when so executed shall be deemed an original, and such counterparts shall
together constitute one and the same instrument.
-2-
<PAGE>
CUSIP No. 780287 10 8 13D Page 27 of 31 Pages
13. This Transfer Agreement shall be binding upon and inure to the benefit
of the respective successors and permitted assigns of the parties.
PLACER DOME U.S. INC.
By: /s/ Jay K. Taylor
----------------------------------------------
Its: President
---------------------------------------------
PLACER CORTEZ INC.
By: /s/ Scott M. Brunsdon
----------------------------------------------
Its: Vice President
---------------------------------------------
KENNECOTT EXPLORATIONS (AUSTRALIA) LTD.
By: /s/ William Orchow
----------------------------------------------
Its:
---------------------------------------------
-3-
<PAGE>
CUSIP No. 780287 10 8 13D Page 28 of 31 Pages
EXHIBIT A TO TRANSFER AGREEMENT
ASSIGNMENT
THIS ASSIGNMENT is made effective as of the 7th day of July, 1995, between
PLACER DOME U.S. INC., a California corporation authorized to do business in the
State of Nevada ("Assignor"), whose address is One California Street, Suite
2500, San Francisco, California 94111, and PLACE CORTEZ INC., a Delaware
corporation authorized to do business in the State of Nevada ("Assignee"), whose
address is One California Street, Suite 2500, San Francisco, California 94111.
WITNESSETH:
Assignor, for and in consideration of the sum of Ten Dollars ($10.00) and
other good and valuable consideration to Assignor in hand paid by Assignee, the
receipt and sufficiency of which are acknowledged, hereby transfers, assigns,
quitclaims and conveys to Assignee:
(a) All of Assignor's right, title and interest now owned or
hereafter acquired in and to the Cortez Joint Venture, as continued
and amended pursuant to that certain Letter Agreement dated March 19,
1992, by and between Placer Dome U.S. Inc. and Kennecott Explorations
(Australia) Ltd., through which the parties agreed to amend and
consolidate the Cortez Joint Venture Agreement and the Cortez Gold
Mines Agreement (collectively the "Joint Venture"), and all previous
agreements between those parties and their predecessors respecting the
same subject matter;
(b) All of Assignor's right, title and interest now owned or
hereafter acquired in and to the assets of the Joint Venture;
(c) All of Assignor's right, title and interest now owned or
hereafter acquired in and to its contributions to the Joint Venture;
(d) All of Assignor's additional rights, titles and interests,
legal beneficial and equitable, and now owned or hereafter acquired,
in and to all leases, contracts to purchase, options, prospecting
permits, operating and regulatory permits and licenses, agreements,
contracts, reversionary interests, and all other interests of
whatsoever description in Eureka and Lander Counties, State of Nevada,
and on any way pertaining to or arising out of the Joint Venture; and
(e) All of Assignor's rights as manager of the Joint Venture.
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<PAGE>
CUSIP No. 780287 10 8 13D Page 29 of 31 Pages
The parties acknowledge that this Assignment is made subject to the terms
of that certain "Transfer Agreement" of even date herewith among Assignor,
Assignee and Kennecott Explorations (Australia) Ltd.
IN WITNESS WHEREOF, Assignor has caused the above Assignment to be executed
on its behalf as of the day and year first above written.
PLACER DOME U.S. INC.
By: /s/ Jay K. Taylor
----------------------------------------------
Its: President
---------------------------------------------
State of California )
) ss.
County of San Francisco )
On November 29, 1995 before me, Andrea Kawai, Notary Public, personally appeared
Jay K. Taylor, personally known to me to be the person whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the person or
the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
/s/ Andrea Kawai
- ------------------
Signature of Notary
[Seal]
-2-
<PAGE>
CUSIP No. 780287 10 8 13D Page 30 of 31 Pages
EXHIBIT B TO TRANSFER AGREEMENT
GUARANTY
November 28, 1995
KENNECOTT EXPLORATIONS (AUSTRALIA) LTD.
c/o KENNECOTT CORPORATION
10 East South Temple, Suite 1600
Salt Lake City, UT 84147
Gentlemen:
For value received, effective July 7, 1995, Placer Dome U.S. Inc. (the
"Guarantor") hereby unconditionally guarantees the prompt and complete payment
and performance when due, whether by acceleration or otherwise, of all
obligations and liabilities, whether now in existence or hereafter arising, of
Placer Cortez Inc. (the "Company") to Kennecott Explorations (Australia) Ltd.
("KEA"), under that certain Cortez Joint Venture Agreement dated March 19, 1992,
by and between PDUS and KEA, as the same may be amended or restated from time to
time (the "Agreement"), the joint ventures consolidated and continued thereby
(collectively the "Joint Venture"), all previous agreements between those
parties and their predecessors respecting the same subject matter, and all other
interests, agreements and rights associated therewith (collectively the
"Obligations"). This Guaranty is one of payment and not of collection.
The Guarantor unconditionally waives, to the extent permitted by law, (a)
any demand, presentment, protest or proof of notice of non-payment under the
Agreement, and (b) any requirement of diligence or to exhaust any remedies
against the Company.
KEA may at any time and from time to time and without notice to or consent
of the Guarantor, and without impairing or releasing the Obligation of the
Guarantor hereunder:
a) enter into any modification of the Agreement of the Joint Venture with
the Company,
b) take or fail to take any action of any kind in respect of any security
for any Obligation of the Company to KEA,
c) exercise or refrain from exercising any rights against the Company or
other, or
d) compromise or subordinate any Obligation or liability of the Company
to KEA, including any security therefor.
-1-
<PAGE>
CUSIP No. 780287 10 8 13D Page 31 of 31 Pages
This Guaranty is intended for the sole benefit of KEA and may not be
assigned in whole or in part by KEA, without the prior written consent of the
Guarantor, except to an entity which KEA controls, is controlled by or is under
common control with.
This Guaranty shall be governed by, and construed in accordance with the
laws of the State of Nevada, except for its rules pertaining to conflicts of
laws.
Yours truly,
PLACER DOME U.S. INC.
By: /s/ Jay K. Taylor
----------------------------------------------
Its: President
---------------------------------------------
</TABLE>
