UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
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Kinross Gold Corporation
(Name of Issuer)
Common Shares, No Par Value
(Title of Class of Securities)
496902206
(CUSIP Number)
--------------------
Sharon E. Dowdall
Vice President and Secretary
Newmont Mining Corporation of Canada Limited
Suite 1900, Box 2005
20 Eglinton Avenue West
Toronto, Ontario M4R 1K8
(415) 480-6480
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
--------------------
Copies to:
Britt Banks
Vice President, General Counsel and Secretary
Newmont Mining Corporation
1700 Lincoln Street
Denver, Colorado 80203
(303) 837-7414
January 31, 2003
(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(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
(Continued on the following pages)
(Page 1 of 13 pages)
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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 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)
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CUSIP No. 496902206 13D (Page 2 of 13)
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1 NAME OF REPORTING PERSONS
Newmont Mining Corporation
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* [a] [ ]
[b] [ ]
-------- -----------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES N/A
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
------------------------------------------------------
8 SHARED VOTING POWER
43,238,427*
-------------------------------------------------------
9 SOLE DISPOSITIVE POWER
N/A
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
43,238,427*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,238,427*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%**
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
* Included in this figure are the Common Shares reported by Newmont
International Holdings Pty. Ltd. and Newmont Mining Corporation of Canada
Limited on a preceding cover page.
** Included in this percentage is the percentage of Common Shares reported by
Newmont International Holdings Pty. Ltd. and Newmont Mining Corporation of
Canada Limited on a preceding cover page.
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CUSIP No. 496902206 13D (Page 3 of 13)
---------------------- ------------------
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1 NAME OF REPORTING PERSONS
Newmont Mining Corporation of Canada Limited
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES N/A
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
-------------------------------------------------------
8 SHARED VOTING POWER
42,465,653
-------------------------------------------------------
9 SOLE DISPOSITIVE POWER
N/A
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
42,465,653
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,238,427*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%**
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* Included in this figure are the Common Shares reported by Newmont
International Holdings Pty. Ltd. on a following cover page.
** Included in this percentage is the percentage of Common Shares reported by
Newmont International Holdings Pty. Ltd. on a following cover page.
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CUSIP No. 496902206 13D (Page 4 of 13)
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1 NAME OF REPORTING PERSONS
Newmont International Holdings Pty.Ltd
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Australia
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES N/A
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
-------------------------------------------------------
8 SHARED VOTING POWER
772,774
-------------------------------------------------------
9 SOLE DISPOSITIVE POWER
N/A
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
772,774
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,238,427*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%**
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* Included in this figure are the Common Shares reported by Newmont Mining
Corporation of Canada Limited on a preceding cover page.
** Included in this percentage is the percentage of Common Shares reported by
Newmont Mining Corporation of Canada Limited on a preceding cover page.
Item 1. Security and Issuer
This Schedule 13D relates to common shares, no par value (the "Common
Shares") of Kinross Gold Corporation, a corporation organized pursuant to the
laws of the Province of Ontario, Canada ("Kinross"). The principal executive
offices of Kinross are located at: 52nd Floor, Scotia Plaza, 40 King Street West
Toronto, Ontario M5H 3Y2
Item 2. Identity and Background.
Newmont Mining Corporation, a Delaware corporation ("Newmont"), is a
company principally engaged in the production of gold and exploration for gold,
and the acquisition and development of gold properties worldwide, having its
principal address at:
1700 Lincoln Street
Denver, Colorado 80203
Newmont Mining Corporation of Canada Limited, a corporation
incorporated under the laws of Canada ("Newmont Canada"), is a public precious
metals royalty company, having its principal address at:
Suite 1900, Box 2005
20 Eglinton Avenue West
Toronto, Ontario M4R 1K8
Canada
Newmont International Holdings Pty. Ltd., an Australian corporation
("Newmont Holdings" and, together with Newmont and Newmont Canada, the
"Reporting Persons"), is a Australian holding company for investments in various
overseas corporations, having its principal address at:
100 Hutt Street
Adelaide, South Australia
AUSTRALIA
Set forth in Annex A, Annex B and Annex C attached hereto and
incorporated herein by reference are the name, title, business address,
principal occupation and address of the business in which the principal
occupation is conducted, and citizenship of each executive officer and director
of Newmont, Newmont Canada and Newmont Holdings, respectively.
During the last five years, none of the Reporting Persons and/or the
current officers or directors of the Reporting Persons has been (a) convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) been 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
or mandating 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
The Reporting Persons received Common Shares of Kinross in the
Combination (as described in Item 4 below), which closed on January 31, 2003.
Item 4. Purpose of Transaction
On June 14, 1999, Normandy Mining Limited (ACN 009295765), an
Australian company ("Normandy"), completed a transaction with TVX Gold Inc.
("TVX") pursuant to which, in part, (i) Newmont Holdings subscribed for and was
issued 356,665 common shares in the capital of TVX (on a basis post the TVX
share consolidation effective in June 2000) and (ii) a joint venture now known
as "TVX Newmont Americas" between TVX and Normandy was created.
On April 3, 2002, 244,994,150 common shares of Echo Bay Mines Ltd.
("Echo Bay") were issued to Newmont Canada upon the conversion of $67 million
principal amount of capital securities in connection with the reorganization of
Echo Bay.
On June 10, 2002, Kinross Gold Corporation ("Kinross"), Echo Bay and
TVX entered into a combination agreement (the "Combination Agreement") providing
for the combination of the three companies (the "Combination") and the
concurrent acquisition by TVX of Newmont's 49.9% interest in TVX Newmont
Americas. Under the Combination Agreement, the Combination was to be achieved by
a plan of arrangement, whereby shareholders of Echo Bay would receive 0.52 of a
Kinross share for each Echo Bay share and TVX shareholders would receive 0.65 of
a Kinross share for each TVX share. Concurrently, with the Combination taking
effect, TVX would acquire Newmont's interest in TVX Newmont Americas through a
separate agreement. The Combination was conditional upon, among other things,
the approval of the Combination by each company's shareholders. In connection
with the Combination, on June 10, 2002, Newmont and Newmont Canada entered into
a lock-up agreement with Echo Bay (the "Lock-Up Agreement"), pursuant to which,
subject to certain exceptions, Newmont and Newmont Canada agreed to (i) continue
to hold Newmont Canada's Echo Bay common shares until the conclusion of the Echo
Bay shareholders' meeting called to approve the Combination and (ii) vote such
shares in favor of Echo Bay's participation in the Combination. On November 19,
2002, various of the above agreements were amended to extend the proposed
closing date to January 31, 2003.
On January 31, 2003, the Combination and the sale by Newmont of its
interest in TVX Newmont Americas to TVX was completed in the manner described
above.
As a result of the Combination, Newmont Canada acquired 42,465,653
Common Shares of Kinross in exchange for Newmont Canada's interest in Echo Bay
and Newmont Holdings acquired 772,774 Common Shares of Kinross in exchange for
Newmont Holdings' interest in TVX.
The Common Shares of the Reporting Persons were acquired for
investment purposes. However, the Reporting Persons will review their holdings
from time to time and may increase or decrease their holdings in Kinross as
future circumstances may dictate. Such transactions may be made at any time
without prior notice. There can be no assurance, however, that the Reporting
Persons will take any such actions. Except as set forth above, the Reporting
Persons have no plans or proposals with respect to any of the matters set forth
in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) - (b) Newmont Canada and Newmont Holdings are indirect subsidiaries of
Newmont. Newmont Canada holds 42,465,653 Common Shares of Kinross and Newmont
Holdings holds 772,774 Common Shares of Kinross for an aggregate of 43,238,427
Common Shares of Kinross representing 13.8% of the Common Shares of Kinross
outstanding at the date of this filing. Newmont, as the ultimate parent of
Newmont Canada and Newmont Holdings, may be deemed to be the beneficial owner
of, and may be deemed to have sole power to vote or to direct the vote of, and
the sole power to dispose or direct the disposition of, the Common Shares of
Kinross held by Newmont Canada and Newmont Holdings.
(c) On January 31, 2003, the Reporting Persons acquired 43,238,427 Common
Shares of Kinross (in the aggregate) in the Combination.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
(a) Joint Filing Agreement
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: February 7, 2003
NEWMONT MINING CORPORATION
By: /s/ Ardis Young
-----------------------------------------------
Name: Ardis Young
Title: Assistant Secretary
NEWMONT MINING CORPORATION OF CANADA LIMITED
By: /s/ Sharon E. Dowdall
-----------------------------------------------
Name: Sharon E. Dowdall
Title: Vice President and Secretary
NEWMONT INTERNATIONAL HOLDINGS PTY. LTD.
By: /s/ Ken Williams
-----------------------------------------------
Name: Ken Williams
Title: Director
Annex A
The name, present principal occupation, address of business in which
such principal occupation is conducted and citizenship of each director and
executive officer of Newmont Mining Corporation are set forth below. The
business address for each person listed below is, unless otherwise noted, c/o
Newmont Mining Corporation, 1700 Lincoln Street, Denver, Colorado 80203.
NAME TITLE PRESENT ADDRESS OF BUSINESS IN WHICH CITIZENSHIP
PRINCIPAL PRINCIPAL OCCUPATION
OCCUPATION CONDUCTED
Britt D. Banks Vice President, Vice President, See above. United States
General Counsel General Counsel and
and Secretary Secretary of Newmont
Mining Corporation
Glen A. Barton Director Chairman and Chief 100 NE Adams Street United States
Executive Officer of Peoria, IL 61629-7216
Caterpillar Inc.
Vincent A. Calarco Director President and Chief One American Lane United States
Executive Officer of Greenwich, CT 06831
Crompton Corporation
James T. Curry, Jr. Director Retired Director and N/A United States
Retired Chief
Executive Officer of
the Minerals Division
of Broken Hill
Proprietary Company
Ltd.
John A.S. Dow Executive Vice Executive Vice See above. New Zealand
President and President of Newmont
Managing Mining Corporation
Director of and Managing Director
Newmont of Newmont Australia
Australia Limited
Limited
Thomas L. Enos Vice President Vice President of See above United States
and Managing Newmont Mining
Director, Corporation and
Newmont Managing Director,
Indonesia Newmont Indonesia
Limited Limited
Joseph P. Flannery Director Chairman, President 70 Great Hill Road United States
and Chief Executive Naugatuck, CT 06770
Officer of Uniroyal
Holding Inc.
David H. Francisco Executive Vice Executive Vice See above. United States
President, President, Operations
Operations of Newmont Mining
Corporation
M. Craig Haase Director Retired Executive N/A United States
Vice President and
Chief Legal Officer
of Franco-Nevada
Mining Corporation
Limited.
Michael S. Hamson Director Chairman of Hamson Acland Street Corner Australia
Consultants Entrance (Rear)
195 Walsh Street
South Yarra, VIC 3141
AUSTRALIA
Bruce D. Hansen Senior Vice Senior Vice President See above. United States
President and and Chief Financial
Chief Financial Officer of Newmont
Officer Mining Corporation
NAME TITLE PRESENT ADDRESS OF BUSINESS IN WHICH CITIZENSHIP
PRINCIPAL PRINCIPAL OCCUPATION
OCCUPATION CONDUCTED
David Harquail President and President and See above. Canada
Managing Managing Director,
Director, Newmont Capital
Newmont Capital Limited, of Newmont
Limited Mining Corporation
Leo I. Higdon, Jr. Director President of Office of the President United States
Charleston College College of Charleston
66 George Street
Charleston, SC 29424
Donald G. Karras Vice President, Vice President, See above. United States
Taxes Taxes, of Newmont
Mining Corporation
Pierre Lassonde Director; President of Newmont See above. Canada
President Mining Corporation
Thomas P. Mahoney Vice President Vice President and See above. United States
and Treasurer Treasurer of Newmont
Mining Corporation
Robert J. Miller Director Partner, Jones Vargas Third Floor South United States
law firm 3773 Howard Hughes Parkway
Las Vegas, NV 89109-0949
Wayne W. Murdy Director, Chairman and Chief See above. United States
Chairman and Executive Officer of
Chief Executive Newmont Mining
Officer Corporation
David W. Peat Vice President Vice President and See above. United States
and Global Global Controller of
Controller Newmont Mining
Corporation
Richard M. Perry Vice President Vice President of See above. United States
and Managing Newmont Mining
Director, Corporation and
Newmont USA Managing Director of
Limited Newmont USA Limited
Robin A. Plumbridge Director Retired Chairman of N/A United States
Gold Fields of South
Africa Limited
John B. Prescott Director Chairman of Level 28, 140 William Street Australia
Australian Submarine Melbourne, VIC 3000
Corporation Pty AUSTRALIA
Limited
Moeen A. Qureshi Director Chairman of Emerging 2001 Pennsyl;vania Avenue, NW Pakistan
Markets Partnership Suite 1100
Washington, D.C. 20006
Michael K. Reilly Director Retired Chairman of N/A United States
Zeigler Coal Holding
Company
Carlos Santa Cruz Vice President Vice President of See above. Peru
and Managing Newmont Mining
Director, Corporation and
Newmont Peru Managing Director of
Limited Newmont Peru Limited
Seymour Schulich Director Chairman Suite 1900, Box 2005 Canada
of Newmont 20 Eglinton Avenue West
Capital Limited Toronto, ON M4R 1K8
CANADA
NAME TITLE PRESENT ADDRESS OF BUSINESS IN WHICH CITIZENSHIP
PRINCIPAL PRINCIPAL OCCUPATION
OCCUPATION CONDUCTED
James V. Taranik Director President Emeritus of Department of Geological United States
Desert Research Sciences, MS 172
Institute of the Mackay School of Mines
University and University of Nevada, Reno
Community College Reno, NV 89557-0138
System of Nevada
Annex B
The name, present principal occupation, address of business in which
such principal occupation is conducted and citizenship of each director and
executive officer of Newmont Canada are set forth below. The business address
for each person listed below, unless otherwise noted, is c/o Newmont Mining
Corporation, 1700 Lincoln Street, Denver, Colorado 80203.
PRESENT ADDRESS OF BUSINESS IN
PRINCIPAL WHICH PRINCIPAL OCCUPATION
NAME TITLE OCCUPATION CONDUCTED CITIZENSHIP
Britt D. Banks Vice President Vice President, General See above. United States
Counsel and Secretary of
Newmont Mining Corporation
Sharon E. Dowdall Vice Vice President and Suite 1900, Box 2005 Canada
President and Secretary Newmont Mining 20 Eglinton Avenue West
Secretary Corporation of Canada Toronto, ON M4R 1K8
Limited and Newmont CANADA
Capital Limited, Group
Legal Counsel - Canada
Newmont Mining Corporation
Joseph P. Flannery Director Chairman, President and 70 Great Hill Road United States
Chief Executive Officer Naugatuck, CT 06770
of Uniroyal Holding Inc.
David H. Francisco Vice President Executive Vice President, See above. United States
Operations, of Newmont
Mining Corporation
Bruce D. Hansen Vice President Senior Vice President and See above. United States
Chief Financial Officer
of Newmont Mining
Corporation
Leo I. Higdon, Jr. Director President of Charleston Office of the President United States
College College of Charleston
66 George Street
Charleston, SC 29424
Donald G. Karras Vice President Vice President, Taxes See above United States
Newmont Mining Corporation
Pierre Lassonde Director; President of Newmont See above. Canada
President Mining Corporation
Wayne W. Murdy Director; Chairman and Chief See above. United States
Chairman Executive Officer of
Newmont Mining Corporation
Thomas P. Mahoney Vice Vice President and See above United States
President and Treasurer
Treasurer
Robin A. Plumbridge Director Retired Chairman of Gold See above United States
Fields of South Africa
Limited
Moeen A. Qureshi Director Chairman of Emerging 2001 Pennsyl;vania Avenue, Pakistan
Markets Partnership NW
Suite 1100
Washington, D.C. 20006
Seymour Schulich Director Chairman of Newmont Suite 1900, Box 2005 Canada
Capital Limited, 20 Eglinton Avenue West
Director, Newmont Mining Toronto, ON M4R 1K8
Corporation CANADA
James V. Taranik Director President Emeritus of Department of Geological United States
Desert Research Institute Sciences, MS 172
of the University and Mackay School of Mines
Community College System University of Nevada, Reno
of Nevada Reno, NV 89557-0138
H. Geoffrey Waterman Vice President Vice President Newmont Suite 1900, Box 2005 Canada
Mining Corporation of 20 Eglinton Avenue West
Canada Limited Toronto, ON M4R 1K8
CANADA
Ardis Young Assistant Assistant Secretary, See above United States
Secretary Newmont Mining Corporation
Annex C
The name, present principal occupation, address of business in which
such principal occupation is conducted and citizenship of each director and
executive officer of Newmont International Holdings Pty. Ltd. The business
address for each person listed below is c/o Newmont International Holdings Pty.
Ltd., 100 Hutt Street, Adelaide, South Australia, AUSTRALIA
PRESENT ADDRESS OF BUSINESS IN
PRINCIPAL WHICH PRINCIPAL OCCUPATION
NAME TITLE OCCUPATION CONDUCTED CITIZENSHIP
Kenneth G. Williams Director Director of Newmont See above Australian
Australia Limited
Colin C. Lake Director Financial Manager of See above Australian
Newmont Australia
Limited
Phillip J. Gerrard Director Chartered Accountant See above Australian
at Newmont Australia
Limited
Pauline F. Carr Company Company Secretary of See above. Australian
Secretary Newmont International
Holdings Pty. Ltd.
David W. Godfrey Company Company Secretary of See above. Australian
Secretary Newmont International
Holdings Pty. Ltd