<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
F O R M 6 - K
[X] Pursuant to Rule 13a-16 or 15d-16 of the SECURITIES EXCHANGE ACT OF 1934
GOLDCORP INC.
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(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER 1-12970
PROVINCE OF ONTARIO 98770100
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(State of other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
SUITE 2700, 145 KING STREET WEST
TORONTO, ONTARIO, CANADA M5H 1J9
(416) 865-0326
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20 - F [ ] Form 40-F [ X ]
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
commission pursuant to Rule 12g3-(b) under the SECURITIES EXCHANGE ACT
OF 1934.
Yes [ ] No [ X ]
<PAGE>
FIRST QUARTER REPORT
FOR THE THREE MONTHS ENDED MARCH 31, 1999
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| GOLDCORP INC. |
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GOLDCORP IS A NORTH AMERICAN BASED GOLD PRODUCER.
GOLDCORP'S SHARES ARE LISTED ON THE TORONTO,
NEW YORK AND MONTREAL STOCK EXCHANGES. ITS HEAD
OFFICE IS LOCATED IN TORONTO, CANADA.
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MARKET FOR THE COMPANY'S
CORPORATE OFFICE: COMMON SHARES:
145 King Street West The Toronto Stock Exchange and
Suite 2700 Montreal Exchange (G.A & G.B)
Toronto, Ontario New York Stock Exchange (GG.A & GG)
Canada M5H 1J8 Options traded on the Trans Canada Options
Telephone: (416) 865-0326
Facsimile: (416) 361-5741 Shares included in the TSE 200
General enquiries: (800) 813-1412 and 300 indices
(Canada and United States)
PRINCIPAL REGISTRAR AND CO-REGISTRAR AND
TRANSFER AGENT: TRANSFER AGENT:
Montreal Trust Company of Canada The Bank of New York
151 Front Street West 101 Barclay Street
Suite 800 New York, New York 10286
Toronto, Ontario Telephone: (212) 815-2450
Canada M5J 2N1 Facsimile: (212) 815-3201
Telephone: (416) 981-9500
Facsimile: (416) 981-9800
Enquiries regarding shares, lost
certificates, change of address
and other matters: (800) 663-9097.
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GOLDCORP INC.
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Suite 2700
145 King Street West
Toronto, Ontario
Canada, M5H 1J8
Telephone
(416) 865-0326
Facsimile
(416) 361-5741
NEWS RELEASE
Toronto, Canada
May 31, 1999
1999 FIRST QUARTER RESULTS
--------------------------
(ALL AMOUNTS IN THIS NEWS RELEASE ARE EXPRESSED IN UNITED STATES DOLLARS,
UNLESS OTHERWISE INDICATED.)
OVERVIEW
GOLD
RED LAKE MINE
- - Goldcorp issued 6,000,000 Class A shares and 3,000,000 Class A warrants for
net consideration of C$56.8 million; the proceeds are being used for the
development of the High Grade Zone
- - Goldcorp announced the two principal contractors for the development
project; Dynatec Corporation for the underground development and
construction and Hatch Associates for the design of the processing plant;
development of the High Grade Zone is underway
- - new drilling in the hanging wall, aligned with past drill results, revealed
two parallel quartz carbonate structures with visible gold; the location of
these drill results, 1,200 feet above the High Grade Zone, opens new areas
for exploration
WHARF MINE
- - cash production cost per ounce remains below $200 at $199 per ounce
- - gold production at 22,224 ounces
- - received regulatory approval on surface water discharge permit
INDUSTRIAL MINERALS
- - strong sales performance at Havelock Lime during the first quarter;
expected to remain strong for the remainder of the year
- - oversupplied market for sodium sulphate continues to affect the
performance of Saskatchewan Minerals
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Goldcorp Inc. - 1999 First Quarter Results Page 2
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OTHER
- - CSA Management Inc. exercised its Class B warrant to acquire 2,240,000
Class B shares at an exercise price of C$4.035 per share; proceeds to
Goldcorp were C$9.0 million (US$6.0 million)
FINANCIAL RESULTS
<TABLE>
<CAPTION>
Three months ended
March 31,
1999 1998
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(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER
SHARE AND PER OUNCE AMOUNTS)
<S> <C> <C>
Revenues $ 11.6 $ 13.5
Earnings (loss) from operations 0.5 (0.2)
Earnings (loss) 0.1 (0.9)
Earnings (loss) per share (fully diluted) -- (0.01)
Cash flow (deficiency) from operations (2.5) 0.1
Cash flow (deficiency) from operations per share
(fully diluted) (0.04) --
Gold sales (OUNCES) 23,000 27,000
Average realized gold price per ounce 287 290
</TABLE>
LIQUIDITY AND CAPITAL RESOURCES
<TABLE>
<CAPTION>
As at As at
March 31, December 31,
1999 1998
--------- ------------
(IN MILLIONS OF U.S. DOLLARS)
<S> <C> <C>
Cash and short-term investments $ 9.5 $ 9.3
Marketable securities
-book value 16.3 16.1
-market value 4.3 4.9
Working capital 22.2 19.0
</TABLE>
FINANCING OF THE RED LAKE MINE DEVELOPMENT
On May 13, 1999 Goldcorp completed a bought deal offering of Units by a
syndicate of underwriters, co-led by TD Securities Inc. and Griffiths
McBurney & Partners, together with RBC Dominion Securities Inc. Under the
financing, Goldcorp issued 6,000,000 Units at a price of C$10.00 per Unit,
for gross proceeds of C$60 million. Each Unit consists of one Class A
subordinate voting share and one-half of one share purchase warrant, with
each whole share purchase warrant entitling the holder to acquire at C$20.00,
one Class A share on or before May 13, 2009.
The net proceeds of C$56.8 million will be used for the development of the
Red Lake Mine. This financing will cover approximately 70% of the C$81
million required to develop the project.
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Goldcorp Inc. - 1999 First Quarter Results Page 3
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The previously announced negotiation of a US$60 million term loan with three
Canadian chartered banks was terminated. Goldcorp is pursuing alternative
forms of financing, which will likely be in the form of debt, for the
remaining capital cost of the Red Lake Mine development project.
The transaction will be accounted for in the second quarter and will increase
cash and shareholders' equity by the C$56.8 million net proceeds.
WHARF MINE
<TABLE>
<CAPTION>
Three months ended
March 31,
1999 1998
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<S> <C> <C>
Tons of ore mined (000S) 979 1,116
Tons of waste removed (000S) 1,965 2,291
Ratio of waste to ore 2.01:1 2.05:1
Tons of ore processed (000S) 1,062 1,018
Average grade of gold processed (OUNCES PER TON) 0.030 0.032
Gold production (OUNCES) 22,224 30,898
Operating cost per ounce
Cash production cost $ 199 $ 194
Royalties and severance taxes 18 19
Non-cash costs 17 8
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Total operating cost $ 234 $ 221
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</TABLE>
Gold production and cash costs are on target for 1999 with budget at 104,000
ounces at a cash production cost of $197 per ounce.
INDUSTRIAL MINERAL OPERATIONS - SASKATCHEWAN MINERALS AND HAVELOCK LIME
<TABLE>
<CAPTION>
Three months ended
March 31,
1999 1998
---- ----
(IN MILLIONS OF U.S. DOLLARS)
<S> <C> <C>
Revenues $5.0 $5.7
Operating profit 1.2 1.7
Operating cash flow 1.4 2.0
</TABLE>
The decline in operating results was due to our sodium sulphate operations at
Saskatchewan Minerals. Worldwide oversupply of sodium sulphate drove prices
down in 1998 and these conditions have continued.
<PAGE>
Goldcorp Inc. - 1999 First Quarter Results Page 4
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YEAR 2000 UPDATE
Progress on Goldcorp's Year 2000 activities is proceeding according to the
plan as disclosed in the 1998 annual report. An inventory was prepared of all
computing and communications hardware and software as well as all operations
equipment in use at Goldcorp and all of its divisions. All key financial,
human resources, purchasing and distribution systems, except for an
inventory/purchasing system installed at one of the mines have been
successfully tested for Year 2000 readiness. The remaining system is on
target to be implemented by June 30, 1999. With respect to operations
equipment, Goldcorp is not highly dependent on information technology.
Implementation of affected equipment is expected to be completed by June 30,
1999. Goldcorp is currently in the process of developing contingency plans.
These are also expected to be in place by June 30, 1999. Further monitoring
and follow up with key suppliers and customers will continue throughout the
year. Total project spending estimates remain in line with previous estimates
of approximately $500,000.
The above disclosure is based on Goldcorp's current knowledge regarding the
Year 2000 issue and is not intended to constitute a warranty or guarantee
that all potential issues will be identified and fully addressed.
Uncertainties also remain with regard to Goldcorp's dependence on the systems
of third parties.
FORWARD-LOOKING STATEMENTS
This press release includes certain "Forward-Looking Statements" within the
meaning of section 21E of the United States SECURITIES EXCHANGE ACT OF 1934,
as amended. All statements, other than statements of historical fact,
included herein, including without limitation, statements regarding potential
mineralization and reserves, exploration results and future plans and
objectives of Goldcorp Inc., are forward-looking statements that involve
various risks and uncertainties. There can be no assurance that such
statements will prove to be accurate, and actual results and future events
could differ materially from those anticipated in such statements. Important
factors that could cause actual results to differ materially from Goldcorp
expectations are disclosed under the heading "Risk Factors" and elsewhere in
Goldcorp documents filed from time to time with the Toronto Stock Exchange,
The United States Securities and Exchange Commission and other regulatory
authorities.
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Goldcorp Inc. - 1999 First Quarter Results Page 5
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FINANCIAL INFORMATION
Attached are the Consolidated Financial Statements of Goldcorp Inc. for the
three months ended March 31, 1999.
For further information, please contact:
Rolando C. Francisco
President
(416) 865-0326
email: [email protected]
website: www.goldcorp.com
Stock Symbols:
TSE, ME ("G.A"; "G.B")
NYSE ("GG.A"; "GG")
- 30 -
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Goldcorp Inc. - 1999 First Quarter Results Page 6
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GOLDCORP INC.
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF UNITED STATES DOLLARS)
<TABLE>
<CAPTION>
As at As at
March 31, December 31,
1999 1998
--------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and short-term investments $ 9,538 $ 9,348
Gold bullion inventory 334 417
Accounts receivable 6,454 5,497
Marketable securities 4,265 4,899
Inventories 7,577 5,933
Deferred income taxes 4,749 4,350
Prepaid expenses 632 633
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33,549 31,077
MINING INTERESTS, NET 84,706 80,660
DEPOSITS FOR RECLAMATION COSTS 2,571 2,069
OTHER ASSETS 625 453
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$121,451 $114,259
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $10,268 $ 11,170
Taxes payable 1,106 867
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11,374 12,037
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PROVISION FOR RECLAMATION COSTS
AND OTHER LIABILITIES 5,995 5,991
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DEFERRED INCOME TAXES 13,401 13,098
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SHAREHOLDERS' EQUITY
Capital stock 91,956 85,277
Contributed surplus 5,472 5,472
Cumulative translation adjustment (5,038) (5,819)
Deficit (1,709) (1,797)
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90,681 83,133
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$121,451 $114,259
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</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
<PAGE>
Goldcorp Inc. - 1999 First Quarter Results Page 7
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CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three months ended
March 31,
1999 1998
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<S> <C> <C>
Revenues
Gold bullion $ 6,623 $ 7,853
Industrial minerals 5,001 5,654
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11,624 13,507
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Expenses
Operating 9,459 12,087
Corporate administration 788 900
Depreciation and depletion 738 654
Exploration 145 92
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11,130 13,733
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Earnings (loss) from operations 494 (226)
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Other income (expense)
Interest and other income 526 926
Loss on marketable securities (1,445)
Provision for decline in value
of marketable securities (713) (517)
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(187) (1,036)
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Earnings (loss) before taxes 307 (1,262)
Income and mining taxes (recovery) 219 (366)
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Earnings (loss) for the period $ 88 $ (896)
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Earnings (loss) per share
Basic $ -- $ (0.01)
------- -------
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Fully diluted $ -- $ (0.01)
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Weighted average number of shares
outstanding (000's)
Basic 70,019 68,718
------- -------
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Fully diluted 74,843 74,759
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</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
<PAGE>
Goldcorp Inc. - 1999 First Quarter Results Page 8
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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS OF UNITED STATES DOLLARS)
<TABLE>
<CAPTION>
Three months ended
March 31,
1999 1998
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<S> <C> <C>
Cash provided by (used in)
Operating activities
Earnings (loss) for the period $ 88 $ (896)
Items not affecting cash
Depreciation and depletion 738 654
Loss on marketable securities,
net of tax provision 800
Provision for decline in value
of marketable securities 713 517
Deferred taxes (237) 486
Other (602) (530)
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700 1,031
Change in non-cash operating
working capital (3,192) (899)
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Net cash provided by (used in) operating activities (2,492) 132
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Investing activities
Mining interests (3,703) (4,572)
Purchases of marketable securities (1,560)
Proceeds from sale of marketable securities 1,452
Decrease (increase) in deposits for reclamation costs (502) 2,255
Other 171 --
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Net cash used in investing activities (4,034) (2,425)
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Financing activities
Issue of capital stock, net 6,679 12
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Net cash provided by financing activities 6,679 12
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Effect of exchange rate changes on cash 37 (28)
------- -------
Increase (decrease) in cash and
short-term investments 190 (2,309)
Cash and short-term investments
at beginning of period 9,348 12,473
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Cash and short-term investments
at end of period $ 9,538 $10,164
------- -------
------- -------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
<PAGE>
Goldcorp Inc. - 1999 First Quarter Results Page 9
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL
The accompanying unaudited consolidated financial statements should be
read in conjunction with the notes to the Company's audited consolidated
financial statements for the year ended December 31, 1998. The unaudited
consolidated financial statements include the financial statements of the
Company and its subsidiaries.
These unaudited interim consolidated financial statements reflect all
normal and recurring adjustments which are, in the opinion of management,
necessary for a fair presentation of the respective interim periods
presented.
2. WARRANT ON CLASS B SHARES
As part of a reorganization in 1994, CSA Management Inc. was granted a
warrant expiring on March 31, 1999 to acquire up to 2,240,000 Class B
shares of the Company at an exercise price of C$4.035 per Class B share.
The warrant was exercised on March 26, 1999 for proceeds of C$9,038,400
(US$5,965,000).
3. SUBSEQUENT EVENT
On May 13, 1999, pursuant to an underwriting agreement, a syndicate of
underwriters purchased 6,000,000 Units of the Company at a price of
C$10.00 per Unit for net proceeds of C$56.8 million. Each Unit consists
of one Class A subordinate voting share and one-half of one share
purchase warrant. Each whole share purchase warrant entitles the holder
to acquire one Class A subordinate voting share, at any time on or before
May 13, 2009, at a price of C$20.00 per share. The Company terminated the
previously announced negotiation of a US$60 million term loan with three
Canadian chartered banks.
4. COMPARATIVE FIGURES
The Company has retroactively adopted the new recommendations of the
Canadian Institute of Chartered Accountants relating to the presentation
and disclosure of cash flow statements and certain comparative figures
have been reclassified to conform to the current financial statement
presentation.
<PAGE>
SIGNATURE
Pursuant to the requirements of the SECURITIES EXCHANGE ACT OF 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GOLDCORP INC.
By /s/ Floriana G. Cipollone
Vice President, Finance
(Duly Authorized Officer)
Date: May 31, 1999
