UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No. 2)
BATTLE MOUNTAIN CANADA LTD.
---------------------------
(Name of Issuer)
EXCHANGEABLE SHARES
-------------------
(Title of Class of Securities)
071900104
---------
(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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 (the "Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act.
<PAGE>
CUSIP No. 071900104
1 NAME OF REPORTING PERSON S.S. or I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Noranda Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
NUMBER OF 5 SOLE VOTING POWER
SHARES 65,241,526
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 65,241,526
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,241,526
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES*
None
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 66%
12 TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP No. 071900104
1 NAME OF REPORTING PERSON S.S. or I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
EdperBrascan Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,241,526 shares indirectly through its interest in
its affiliate, Noranda Inc.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES*
None
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 66%
12 TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP No. 071900104
1 NAME OF REPORTING PERSON S.S. or I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
EdperPartners Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,241,526 indirectly through its interest in its
affiliate, Noranda Inc.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES*
None
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 66%
12 TYPE OF REPORTING PERSON*
CO
<PAGE>
This Amendment No. 2 to the Schedule 13G, originally filed on February 14,
1997 (the "Original Schedule 13G") and relating to the Exchangeable Shares
of Battle Mountain Canada Ltd., a corporation organized under the laws of
the Province of Ontario, Canada ("BM Canada"), is being filed by the
reporting persons named in the amended Item 2(a) below to reflect
principally (1) the merger of Kerr Addison Mines Limited ("Kerr Addison")
into Noranda Inc. ("Noranda") and the winding up of Brenda Mines Ltd., and
(2) the exchange in January 2000 by Noranda of 1,000 Exchangeable Shares of
BM Canada for 1,000 shares of common stock, par value $0.10, of Battle
Mountain Gold Company ("BMG"). Except as described herein, the information
contained in the Original Schedule 13G, as heretofore amended, is
unchanged.
ITEM 2(A). NAME OF PERSONS FILING
Item 2(a) of the Original Schedule 13G is hereby amended and restated
in its entirety as follows:
Noranda Inc. ("Noranda"), EdperBrascan Corporation
("EdperBrascan") and EdperPartners Limited
("EdperPartners") (collectively, the "Filing Persons").
Noranda owns 1,000 shares of Common Stock of BMG and 65,241,526
Exchangeable Shares of BM Canada. The Exchangeable Shares represent
beneficial ownership of the same number of shares of Common Stock of
BMG. Together, these shares represent approximately 28.4% of the
shares of 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). EdperBrascan and associated companies own
approximately 40% of the outstanding common shares of Noranda.
EdperPartners holds a 100% interest in the Class B Limited Voting
Shares, and an approximate 10% interest in the Class A Limited Voting
Shares, of EdperBrascan.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
Item 2(b) of the Original Schedule 13G is hereby amended and restated
in its entirety as follows:
Noranda Inc.
Suite 4400, BCE Place
181 Bay Street
Toronto, Ontario, M5J 2T3
EdperBrascan Corporation
Suite 4400, BCE Place
181 Bay Street
Toronto, Ontario, M5J 2T3
EdperPartners Limited
Suite 4400, BCE Place
181 Bay Street
Toronto, Ontario, M5J 2T3
ITEM 2(C). CITIZENSHIP
Item 2(c) of the Original Schedule 13G is hereby amended and restated
in its entirety as follows:
Noranda is a corporation incorporated under the laws of the
Province of Ontario, Canada.
EdperBrascan is a corporation amalgamated under the laws of the
Province of Ontario, Canada.
EdperPartners is a corporation incorporated under the laws of the
Province of Ontario, Canada.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13-D-1(B), OR
13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
Not applicable.
ITEM 4. OWNERSHIP
Item 4 of the Original Schedule 13G is hereby amended and restated in
its entirety as follows:
(a), (b) and (c). Noranda has the sole power to direct the vote and
sole power to direct the disposition of all of the 65,241,526 Exchangeable
Shares of BM Canada beneficially owned by it which represent approximately
66% of the outstanding Exchangeable Shares, based on 98,929,120
Exchangeable Shares outstanding at October 31, 1999, as reported by BMG.
The other Filing Persons have the indirect power to direct the vote and to
direct the disposition of those 65,241,526 Exchangeable Shares (and the
Common Stock of BMG into which they are exchangeable) through their
respective direct and/or indirect interests in Noranda. See Item 2(a) for a
description of such interests.
EXHIBIT LIST
Exhibit A: Joint Filing Agreement
<PAGE>
SIGNATURE
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.
February 10, 2000
NORANDA INC.
By: /s/ Kevin N. Thompson
--------------------------------
Name: Kevin N. Thompson
Title: Vice-President, Secretary
and General Counsel
EDPERBRASCAN CORPORATION
By: /s/ Blake Lyon
--------------------------------
Name: Blake Lyon
Title: Vice-President, Finance
EDPERPARTNERS LIMITED
By: /s/ R. J. Harding
--------------------------------
Name: R. J. Harding
Title: Director
EXHIBIT A: JOINT FILING AGREEMENT
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
13G (including any and all amendments thereto) with respect to the
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
