SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 5 TO
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
Wheaton River Minerals Ltd.
(Name of Subject Company)
Goldcorp Inc.
Goldcorp Acquisition ULC
(Name of Filing Persons (Offerors))
Common Stock
(Title of Class of Securities)
962902102
(CUSIP Number of Class of Securities)
Greg Laing
Goldcorp Inc.
145 King Street West, Suite 2700
Toronto, Ontario M5H 1J8, Canada
(416) 865-0326
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing persons)
Copies to:
| Michael Melanson Fraser Milner Casgrain LLP 1 First Canadian Place, 39th Floor 100 King Street West Toronto, Ontario M5X 1B2 Canada (416) 863-4511 |
Gil Cornblum Dorsey & Whitney LLP BCE Place 161 Bay Street, Suite 4310 Toronto, Ontario M5J 2S1 Canada (416) 367-7370 |
CALCULATION OF FILING FEE
| Transaction Valuation (1): | Amount of Filing Fee (2): | |
| $2,435,220,053.97 | $286,625.40 |
(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 0-11(d) and Rule 0-11(a)(4) of the Securities Exchange Act of 1934, as amended. The transaction valuation is equal to the product of (i) $3.165, which is the average of high and low sale prices of Wheaton common shares as reported on the American Stock Exchange on December 3, 2004, and (ii) 769,421,818, which is the estimated number of outstanding Wheaton common shares as of December 17, 2004 (assuming full conversion of all outstanding exercisable options and warrants for Wheaton common shares).
(2) The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended.
| þ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount previously paid: |
$286,625.40 | |
Form or Registration No.: |
Form F-10 | |
Filing Party: |
Goldcorp Inc. | |
Date Filed: |
December 29, 2004 |
| o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| þ | third-party tender offer subject to Rule 14d-1. | |||
| o | issuer tender offer subject to Rule 13e-4. | |||
| o | going private transaction subject to Rule 13e-3. | |||
| o | amendment to Schedule 13D under Rule 13d-2. | |||
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
This Amendment No. 5 amends and supplements the Tender Offer Statement on Schedule TO filed by Goldcorp Inc., an Ontario corporation (“Goldcorp”) and Goldcorp Acquisition ULC, a Nova Scotia unlimited liability company (“Subco”, and collectively with Goldcorp, the “Offerors”) and a wholly owned subsidiary of Goldcorp with the U.S. Securities and Exchange Commission on December 29, 2004, as amended by Amendment No. 1 filed on January 14, 2005, Amendment No. 2 filed January 21, 2005, Amendment No. 3 filed January 25, 2005 and Amendment No. 4 filed on January 26, 2005 (as amended, the “Schedule TO”).
The Schedule TO relates to the offer by Goldcorp and Subco to purchase all of the outstanding common shares of Wheaton River Minerals Ltd. on the basis of 0.25 Goldcorp common share for each Wheaton common share (the “Offer”). The Offer is subject to the terms and conditions set forth in the Take Over Bid Circular, dated December 29, 2004, and the related Letter of Acceptance and Transmittal (“Letter of Transmittal”), copies of which were filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the initial Schedule TO. The Notice of Extension, dated January 25, 2004 (the “Notice”), was filed as Exhibit (a)(4)(I) to Amendment No. 3 and amended certain terms and conditions of the Offer contained in the Take Over Bid Circular (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 to the Schedule TO and the Notice, the “Take Over Bid Circular”) .
Capitalized terms used herein and not defined herein have the respective meanings assigned to such terms in the Take Over Bid Circular.
Item 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented to include the following:
| (a)(4)(M) | Addition to Powerpoint Slide Presentation of Goldcorp, Inc. entitled “Goldcorp + Wheaton — the Superior Alternative”, dated January 25, 2005 (incorporated by reference to Goldcorp’s filing pursuant to Rule 425, filed on January, 27, 2005) | |||
| (a)(4)(N) | Transcript of recorded “on hold” message played to callers to main telephone number of Goldcorp Inc. (incorporated by reference to Goldcorp’s filing pursuant to Rule 425, filed on January, 27, 2005) | |||
SIGNATURES
After due 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.
| GOLDCORP INC. |
||||
| By: | /s/ R. Gregory Laing | |||
| R. Gregory Laing | ||||
| Vice President, Legal | ||||
| GOLDCORP ACQUISITION ULC |
||||
| By: | /s/ R. Gregory Laing | |||
| R. Gregory Laing | ||||
| Vice President, Legal | ||||
Date: January 27, 2005
EXHIBIT INDEX
| Exhibit | Description | |
| (a)(1)(A) | Take Over Bid Circular, including the Offer to Purchase, dated December 29,
2004* |
|
| (a)(1)(B) | Letter of Acceptance and Transmittal* |
|
| (a)(1)(C) | Notice of Guaranteed Delivery* |
|
| (a)(1)(D) | Guidelines for Certification of Taxpayer Identification on Substitute Form W-9* |
|
| (a)(1)(E) | Annual Information Form of Goldcorp for the year ended December 31, 2003 of
Goldcorp dated May 14, 2004* |
|
| (a)(1)(F) | Audited comparative consolidated financial statements of Goldcorp as at, and
for the year ended, December 31, 2003, together with the auditors’ report
thereon* |
|
| (a)(1)(G) | Management’s Discussion and Analysis for the year ended December 31, 2003* |
|
| (a)(1)(H) | Unaudited comparative consolidated interim financial statements of Goldcorp as
at, and for the nine-month period ended, September 30, 2004* |
|
| (a)(1)(I) | Management’s Discussion and Analysis for the nine-month period ended September
30, 2004* |
|
| (a)(1)(J) | Management Information Circular and Proxy Statement of Goldcorp dated March
31, 2004 distributed in connection with the annual and general meeting of
shareholders of Goldcorp held on June 16, 2004 (excluding the sections
entitled “Report on Executive Compensation”, “Performance Graph” and
“Corporate Governance”) (excluding the sections entitled “Report on Executive
Compensation”, “Performance Graph” and “Corporate Governance”)* |
|
| (a)(1)(K) | Material change report of Goldcorp dated December 7, 2004 respecting the Offer* |
|
| (a)(1)(L) | Material change report of Goldcorp dated December 24, 2004 concerning
Goldcorp’s approval of the Offer and entering into the Acquisition Agreement* |
|
| (a)(4)(A) | Press release issued by Goldcorp Inc.* |
|
| (a)(4)(B) | Transcript of Joint Conference Call of Goldcorp Inc. and Wheaton River
Minerals Ltd. held on December 6, 2004* |
|
| (a)(4)(C) | Press release, dated January 14, 2005 containing summary financial information
of Goldcorp* |
|
| (a)(4)(D) | Press release issued by Goldcorp Inc.* |
|
| (a)(4)(E) | Press release issued by Goldcorp Inc.* |
|
| (a)(4)(F) | Press release issued by Goldcorp Inc. (incorporated by reference to Goldcorp’s
filing pursuant to Rule 425, filed on January 18, 2005)* |
|
| (a)(4)(G) | Directors’ Circular and Supplemental Management Information Circular, dated
January 20, 2005* |
| Exhibit | Description | |
| (a)(4)(H) | Powerpoint Slide Presentation of Goldcorp, Inc. entitled “Goldcorp + Wheaton —
the Superior Alternative”, dated January 25, 2005* |
|
| (a)(4)(I) | Notice of Extension, dated January 24, 2005* |
|
| (a)(4)(J) | Advertisements concerning the Offer placed by Goldcorp Inc. on certain
internet websites* |
|
| (a)(4)(K) | Addition to Powerpoint Slide Presentation of Goldcorp, Inc. entitled “Goldcorp
+ Wheaton — the Superior Alternative”, dated January 25, 2005* |
|
| (a)(4)(L) | Press release of Goldcorp Inc.* |
|
| (a)(4)(M) | Addition to Powerpoint Slide Presentation of Goldcorp, Inc. entitled “Goldcorp
+ Wheaton — the Superior Alternative”, dated January 25, 2005 (incorporated by
reference to Goldcorp’s filing pursuant to Rule 425, filed on January, 27,
2005) |
|
| (a)(4)(N) | Transcript of recorded “on hold” message played to callers to main telephone
number of Goldcorp Inc. (incorporated by reference to Goldcorp’s filing
pursuant to Rule 425, filed on January, 27, 2005) |
|
| (d)(1) | Acquisition Agreement, dated December 23, 2004, between Goldcorp Inc. and
Wheaton River Minerals Ltd.* |
|
| (d)(2) | Standstill and Confidentiality Agreement, dated December 3, 2004, between
Goldcorp Inc. and Wheaton River Minerals Ltd.* |
|
| (d)(3) | Letter of Intent, dated December 5, 2004, between Goldcorp Inc. and Wheaton
River Minerals Ltd.* |
|
| (d)(4) | Acknowledgement and Agreement regarding Acquisition Agreement, dated January
20, 2005, between Goldcorp Inc. and Wheaton River Minerals Ltd. (filed
herewith) |
|
| (i)(1) | Notice of Special Meeting of Shareholders and Management Information Circular
of Goldcorp, dated January 4, 2005* |
|
| (i)(2) | Annual Information Form of Wheaton for the year ended December 31, 2003, dated
May 12, 2004* |
|
| (i)(3) | Audited comparative consolidated financial statements of Wheaton as at, and
for the year ended, December 31, 2003, together with the auditors’ report
thereon* |
|
| (i)(4) | Management’s Discussion and Analysis of Results of Operations and Financial
Condition of Wheaton for the year ended December 31, 2003* |
|
| (i)(5) | Unaudited comparative consolidated interim financial statements of Wheaton as
at, and for the nine-months ended, September 30, 2004* |
|
| (i)(6) | Management’s Discussion and Analysis of Results of Operations and Financial
Condition of Wheaton for the nine-months ended September 30, 2004* |
| Exhibit | Description | |
| (i)(7) | The following sections of the Joint Management Information Circular of Wheaton
and IAMGOLD Corporation (“IAMGOLD”) dated April 30, 2004 distributed in
connection with the annual and special meeting of shareholders of Wheaton held
on June 8, 2004: “General Proxy Information”, “Information Concerning the
Meetings (information respecting Wheaton only), “Annual Business to be
Considered by Wheaton Shareholders”, “Wheaton Directors’ Approval” and
“Exhibit C – Information Concerning Wheaton River Minerals Ltd.” (excluding
the sections entitled “Statement of Executive Compensation – Report on
Executive Compensation”, “Statement of Executive Compensation – Performance
Graph” and “Statement of Corporate Governance Policies”)* |
|
| (i)(8) | Material change report of Wheaton dated January 14, 2004 concerning the
completion by Wheaton of the acquisition of the Amapari Gold Project in
Brazil* |
|
| (i)(9) | Material change report of Wheaton dated April 7, 2004 concerning the proposed
agreement between Wheaton and IAMGOLD to combine the two companies* |
|
| (i)(10) | Material change report of Wheaton dated May 6, 2004 concerning the completion
of due diligence, receipt of final fairness opinions and signing of a
definitive agreement by Wheaton and IAMGOLD, all in connection with the
proposed combination of the two companies* |
|
| (i)(11) | Material change report of Wheaton dated June 3, 2004 concerning: (A) the
receipt by Wheaton of an unsolicited proposal from Coeur d’Alene Mines
Corporation (“Coeur’’) to acquire all of Wheaton’s outstanding common shares;
and (B) the decision of Wheaton not to pursue Coeur’s proposal* |
|
| (i)(12) | Material change report of Wheaton dated June 7, 2004 concerning: (A) the
receipt by Wheaton of a further unsolicited proposal from Coeur to acquire all
of Wheaton’s outstanding common shares; (B) the decision of Wheaton not to
pursue the revised proposal delivered by Coeur; and (C) the recommendation of
Wheaton that Wheaton’s shareholders vote in favour of the proposed IAMGOLD
combination* |
|
| (i)(13) | Material change report of Wheaton dated June 18, 2004 concerning: (A) the
approval by Wheaton’s shareholders of the proposed IAMGOLD combination; (B)
the decision of Wheaton to hold a further vote of its shareholders to approve
the combination with IAMGOLD on July 6, 2004; (C) the receipt by Wheaton of a
written request from Coeur for a list of Wheaton’s shareholders; and (D) the
appointment by Wheaton’s board of directors of a special committee authorized
to review and consider the proposed IAMGOLD combination, the unsolicited
proposal made to Wheaton by Coeur, and any further proposals made to Wheaton
or its shareholders by third parties* |
|
| (i)(14) | Material change report of Wheaton dated July 1, 2004 concerning: (A) the
rejection by Wheaton of the latest unsolicited proposals from Coeur; and (B)
the reconfirmation by Wheaton of its recommendation that Wheaton’s
shareholders vote in favour of the proposed IAMGOLD combination on July 6,
2004* |
| Exhibit | Description | |
| (i)(15) | Material change report of Wheaton dated July 13, 2004 concerning: (A) the
inability of IAMGOLD to obtain the required shareholder approval for the
proposed combination with Wheaton; (B) the termination of the arrangement
agreement between Wheaton and IAMGOLD; and (C) the adjournment by Wheaton of
its shareholders’ meeting scheduled for July 6, 2004* |
|
| (i)(16) | Material change report of Wheaton dated July 23, 2004 concerning the absence
of a legal offer from Coeur to Wheaton’s Canadian shareholders* |
|
| (i)(17) | Material change report of Wheaton dated July 23, 2004 concerning: (A) the
agreement of Chap Mercantile Inc. (“Chap’’) to purchase 100% of the silver
produced by Wheaton’s Luismin mining operations in Mexico (the “Silver
Transaction’’); (B) the change of name by Chap to Silver Wheaton Corp.; (C)
the option of Wheaton and Luismin S.A. de C.V. not to proceed with the Silver
Transaction; and (D) the intention of Wheaton to complete an equity financing
in connection with the Silver Transaction* |
|
| (i)(18) | Material change report of Wheaton dated July 29, 2004 concerning: (A) the
inability of Wheaton to make a recommendation to its shareholders to accept or
reject Coeur’s offer; (B) the recommendation of Wheaton that Wheaton’s
shareholders not tender their shares to Coeur’s U.S. offer or take any other
action until they receive a further recommendation from Wheaton; (C) the
filing by Wheaton of a Schedule 14D-9 with the SEC in connection with
Wheaton’s response to Coeur’s U.S. offer; (D) the request from Wheaton to
Coeur for confirmation with respect to Coeur’s intention not to take up and
pay for Wheaton’s shares under Coeur’s U.S. offer until the same opportunity
is provided to Wheaton’s Canadian shareholders; and (E) the intention of
Wheaton to review and respond to Coeur’s offer once the offer is made to all
of Wheaton’s Canadian shareholders* |
|
| (i)(19) | Material change report of Wheaton dated September 13, 2004 concerning: (A) the
recommendation of Wheaton that Wheaton’s shareholders reject Coeur’s offer to
purchase all of Wheaton’s outstanding common shares; and (B) the rescheduling
by Wheaton of the closing date of the Silver Transaction* |
|
| (i)(20) | Material change report of Wheaton dated October 25, 2004 concerning the
closing of the Silver Transaction* |
|
| (i)(21) | Material change report of Wheaton dated December 14, 2004 concerning the
agreement of Wheaton in principle to combine with Goldcorp Inc.* |
|
| (i)(22) | Material change report of Wheaton dated December 31, 2004 concerning Wheaton’s
entering into the Acquisition Agreement with Goldcorp* |
|
| (i)(23) | Unaudited comparative consolidated financial statements of Wheaton as at, and
for the nine-months ended September 30, 2004, including a reconciliation to
U.S. GAAP contained in Note 16 thereto* |
| * | Previously filed. |