June 27, 2001
HOMESTAKE MINING CO /DE/ (HM)
form 8-K
Item 5. Other Events
On June 24, 2001, Barrick Gold Corporation ("Barrick"), Havana Acquisition Inc., a wholly owned subsidiary of Barrick ("Sub") , and Homestake Mining Company ("Homestake"), entered into an Agreement and Plan of Merger (the "Merger Agreement") which provides, among other things, that Sub will merge with and into Homestake (the "Merger") and each outstanding share of common stock of Homestake will be converted into the right to receive 0.53 fully paid, nonassessable common shares of Barrick, subject to the terms and conditions of the Merger Agreement. The single issued and outstanding share of special voting stock of Homestake, through which the exchangeable shares of Homestake Canada Inc. vote with the Homestake common stock, will be converted into the right to receive one fully paid and nonassessable share of special voting stock of Barrick. The exchangeable shares of Homestake Canada Inc. ("HCI") will not otherwise be affected by the Merger Agreement and will remain outstanding at the consummation of the Merger.
In connection with the Merger Agreement, Barrick, Sub and Homestake have entered into a Stockholders Agreement (the "Stockholders Agreement") with each of Jack Thompson (Chairman and Chief Executive Officer of Homestake), Walter Segsworth (President and Chief Operating Officer of Homestake), August von Finck (Homestake's largest stockholder) and certain other stockholders of Homestake pursuant to which Messrs. Thompson, Segsworth and von Finck and such other stockholders have agreed to support the transactions contemplated by the Merger Agreement.
In connection with the Merger Agreement, on June 24, 2001, Homestake amended its Rights Agreement (the "Rights Agreement"), dated as of October 16, 1987, and as amended on October 15, 1997, and on December 3, 1998, between Homestake and Fleet National Bank N.A., as Rights Agent (the "Rights Agent"), in order to render the rights issued thereunder inapplicable to the Merger and to the other transactions contemplated by the Merger Agreement.
In addition, in connection with the Merger Agreement, Homestake amended the Rights Agreement relating to the exchangeable shares of HCI dated as of December 3, 1998 (the "HCI Rights Agreement") among HCI, Homestake and Computershare Trust Company of Canada, as Rights Agent (the "HCI Rights Agent"), in order to render the rights issued thereunder inapplicable to the Merger and to the other transactions contemplated by the Merger Agreement.
The press release issued by Homestake relating to the transaction is filed herewith as Exhibit 99.1.
All references to the Merger Agreement are qualified in their entirety by the full text of such agreement.
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