UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
TO/A
TENDER
OFFER STATEMENT PURSUANT TO RULE 14(d)-1 or 13(e)(1)
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 23)
PLACER
DOME INC.
(Name
of Subject Company (Issuer))
BARRICK
GOLD CORPORATION
(Name
of Filing Person (Bidder))
Common
Shares
(Title
of Class of Securities)
725906101
(CUSIP
Number of Class of Securities)
Sybil
E. Veenman
Vice
President, Assistant General Counsel, and Secretary
BCE
Place, Canada Trust Tower
161
Bay Street, Suite 3700
P.O.
Box 212
Toronto,
Canada M5J 2S1
(416)
861-9911
(Name,
address (including zip code) and telephone number (including area code)
of
person(s)
authorized to receive notices and communications on behalf of filing
person)
Check
the
following box if the filing is a final amendment reporting the results of
the
tender offer: x.
This
Amendment
No. 23 amends and supplements the Tender Offer Statement on Schedule TO (as
previously amended, the “Schedule TO”) filed with the U.S. Securities and
Exchange Commission (the “SEC”) on November 10, 2005 by Barrick Gold Corporation
(“Barrick”).
The
Schedule TO relates to the offer (the “Offer”) by Barrick to purchase (i) all
outstanding common shares (including those that are subject to CHESS Depositary
Interests and International Depositary Receipts) of Placer Dome Inc. (“Placer
Dome”), which includes common shares that may become outstanding after the date
of the offer but before the expiry time of the offer upon conversion, exchange
or exercise of options or convertible debentures or other securities of Placer
Dome that are convertible into or exchangeable for common shares and (ii)
the
associated rights issued under the Shareholders Rights Plan of Placer Dome
(collectively, the “Shares”), at a price of, at the election of the shareholder
of Placer Dome: (a) US$22.50 in cash for each Share; or (b) 0.8269 of a Barrick
common share and US$0.05 in cash for each Share, in each case subject to
proration.
The
Offer
is subject to the terms and conditions set forth in the Offer and Circular
dated
November 10, 2005 (the “Offer and Circular”) and the related Letter of
Transmittal, filed as Exhibits 1.1 and 1.2, respectively, to the initial
Schedule TO, as amended by the notice of variation and extension dated January
4, 2006 (the “First Notice”) and by the notice of extension and subsequent
offering period dated January 20, 2006 (the “Second Notice”) filed,
respectively, as Exhibit 1.6 and Exhibit 1.8 to Schedule TO.
Capitalized
terms used herein and not defined herein have the respective meaning assigned
to
such terms in the Offer and Circular, as amended by the First Notice and
the
Second Notice.
Item
6 and 8
Item
6
(Purposes of the Transaction and Plans or Proposals) and Item 8 (Interest
in
Securities of the Subject Company) of the Schedule TO are hereby amended
and
supplemented to include the following:
On
February 8, 2006, the guaranteed delivery period for the Offer expired. In
the
Offer, after giving effect to settlement of the Shares tendered pursuant
to
Notices of Guaranteed Delivery, Barrick acquired an aggregate of 418,672,333
Shares, which represent approximately 94% of the outstanding Shares.
In
respect of the Shares taken up on January 19, 2006, Shareholders who tendered
to
the Cash Alternative have received US$22.50 in cash for each Share and those
who
have tendered to the Share Alternative have received US$2.34 in cash and
0.7429
of a Barrick common share for each Share. In respect of the Shares taken
up on
February 3, 2006, Shareholders who tendered to the Cash Alternative have
received US$22.50 in cash for each Share and those who have tendered to the
Share Alternative have received US$2.51 in cash and 0.7366 of a Barrick common
share for each Share. The aggregate cash consideration paid by Barrick under
the
Offer has been US$1,163,007,641
million and the aggregate number of common shares issued by Barrick under
the
Offer is 304,274,376 million.
Item
12 Exhibits
As
permitted by General Instruction F to Schedule TO, Item 12 of the Schedule
TO is
hereby amended and supplemented to include:
|
Exhibit
|
|
Description
|
|
(a)(23)(1.1)
|
|
The
Material Change Report, dated February 3, 2006 (incorporated by
reference to Exhibit 1 to Barrick’s Form 6-K furnished to the
Commission on February 9,
2006)
|
|
(a)(23)(1.2)
|
|
The
Early Warning Report, dated February 7, 2006 (incorporated by
reference to Exhibit 2 to Barrick’s Form 6-K furnished to the
Commission on February 9, 2006)
|
|
(a)(23)(1.3)
|
|
The
Report of Result of Take-Over Bid, dated February 7, 2006
(incorporated by reference to Exhibit 3 of Barrick’s Form 6-K
furnished to the Commission on February 9, 2006)
|
|
(a)(23)(1.4)
|
|
The
Business Acquisition Report, dated February 10, 2006 (incorporated
by reference to Exhibit 1 to Barrick’s Form 6-K furnished to the
Commission on February 14, 2006)
|
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.
BARRICK
GOLD
CORPORATION
By: /s/ Sybil
E.
Veenman
Name:
Sybil
E.
Veenman
Title:
Vice
President, Assistant General
Counsel
and
Secretary
Date: February 21, 2006
EXHIBITS
|
Exhibit
|
|
Description
|
|
(a)(23)(1.1)
|
|
The
Material Change Report, dated February 3, 2006 (incorporated by
reference to Exhibit 1 to Barrick’s Form 6-K furnished to the
Commission on February 9, 2006)
|
|
(a)(23)(1.2)
|
|
The
Early Warning Report, dated February 7, 2006 (incorporated by
reference to Exhibit 2 to Barrick’s Form 6-K furnished to the
Commission on February 9, 2006)
|
|
(a)(23)(1.3)
|
|
The
Report of Result of Take-Over Bid, dated February 7, 2006
(incorporated by reference to Exhibit 3 of Barrick’s Form 6-K
furnished to the Commission on February 9, 2006)
|
|
(a)(23)(1.4)
|
|
The
Business Acquisition Report, dated February 10, 2006 (incorporated
by reference to Exhibit 1 to Barrick’s Form 6-K furnished to the
Commission on February 14, 2006)
|
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