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SC 13D 1 sc13d_070601-homestake.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Homestake Mining Company (Name of Issuer) Common Stock, Par Value $1.00 (Title of Class of Securities) 067901108 (CUSIP Number) Spencer D. Klein, Esq. Shearman & Sterling 599 Lexington Avenue New York, New York 10022 Telephone: (212) 848-7111 (Name, Address and Telephone Number of Person Authorized to Receive Notices) June 24, 2001 (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 ss. 240.13d-1(e), ss. 240.13d-1(f) or ss. 240.13d-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. Seess. 240.13d-7(b) for other parties to whom copies are to be sent. *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 ("Act") 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). 1 SCHEDULE 13D -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Barrick Gold Corporation -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) |_| (b) |X| -------------------------------------------------------------------------------- 3 SEC Use Only -------------------------------------------------------------------------------- 4 Source of Funds (See Instructions) OO -------------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e). |_| N/A -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization: Province of Ontario, Canada -------------------------------------------------------------------------------- 7 Sole Voting Power 0 NUMBER OF ---------------------------------------------------- SHARES 8 Shared Voting Power BENEFICIALLY 32,409,715 OWNED BY ---------------------------------------------------- EACH 9 Sole Dispositive Power REPORTING 0 PERSON ---------------------------------------------------- WITH 10 Shared Dispositive Power 0 -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 32,409,715 -------------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| N/A -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 12.3%* * Based upon 263,281,204 shares of Common Stock outstanding as of June 18, 2001, as represented and warranted by the Issuer in the Merger Agreement (defined below), including 3,197,851 issued and outstanding exchangeable shares of Homestake Canada Inc. which are exchangeable into shares of Common Stock of the Issuer. -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) CO -------------------------------------------------------------------------------- 2 Item 1. Security and Issuer The class of equity securities to which this statement relates is the common stock, par value $1.00 (the "Common Stock") of Homestake Mining Company, a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 1600 Riviera Avenue, Walnut Creek, CA 94596-3568. Item 2. Identity and Background The name of the person filing this statement is Barrick Gold Corporation, an entity established under the laws of the Province of Ontario, Canada ( "Barrick"), whose principal business is gold mining. The address of Barrick's principal executive office is Royal Bank Plaza, South Tower, Suite 2700, Toronto, Canada, M5J 2J3. The name, citizenship, business address and present principal occupation or employment, as well as the name and address of any corporation or other organization in which such occupation or employment is conducted, of each of the directors and executive officers of Barrick are as follows:

One director of Barrick, Mr. J. L. Rotman, has been a director of other companies, which during the past ten years have been the subject of a cease trade or similar order while Mr. Rotman was acting as a director of such companies. Livent Inc. was the subject of a cease trading order issued by the Ontario Securities Commission on August 7, 1998 following the discovery of accounting irregularities. In November 1998 Livent Inc. filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code and filed for protection under the Companies Creditors Arrangement Act in Canada. The cease trade order was revoked effective November 20, 1998 and Mr. Rotman resigned as a director of Livent Inc. on September 29, 1999. Except as provided above, to the knowledge of Barrick, during the last five years, neither Barrick nor any of its executive officers or directors has been (i) convicted in any 5 criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or was 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 See Item 4 below. Item 4. Purpose of Transaction As of June 24, 2001, Barrick entered into an Agreement and Plan of Merger ("Merger Agreement") with the Issuer and Havana Acquisition Inc., a Delaware corporation and a wholly-owned subsidiary of Barrick ("Sub"). The Merger Agreement provides, among other things, that Sub will merge with and into the Issuer (the "Merger") and each outstanding share of the Common Stock of the Issuer will be converted into the right to receive 0.53 fully paid, nonassessable common shares of Barrick. In connection with the Merger Agreement, Barrick, Sub and the Issuer have entered into a stockholders agreement dated June 24, 2001 (the "Stockholders Agreement") with each of Jack Thompson (Chairman and Chief Executive Officer of the Issuer), Walter Segsworth (President and Chief Operating Officer of the Issuer), August von Fink (the Issuer's largest stockholder) and certain other stockholders of the Issuer (collectively, the Stockholders), pursuant to which, among other things, each Stockholder irrevocably appointed Barrick and each of its officers as such Stockholder's attorney and proxy pursuant to the provisions of Section 212(i) of Delaware General Corporation Law with full power of substitution, to vote and otherwise act (by written consent or otherwise) with respect to shares of Common Stock owned, acquired or transferred to a third party by such Shareholder, on matters relating to the approval and adoption of the Merger Agreement, the Merger and all the transactions contemplated in the Merger Agreement and the Stockholders Agreement. See Item 6 for a more detailed description of each of these agreements. A copy of the form of Stockholders Agreement is attached hereto as Exhibit 1. All references to the Stockholders Agreement are qualified in their entirety by the full text of such agreement, which is incorporated herein by reference. Except as set forth above, Barrick has not currently formulated any definitive plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present board of directors or management of the Issuer, (e) any material change in the Issuer's capitalization or dividend policy, (f) any other material change in the Issuer's business or corporate structure, (g) any change in the Issuer's charter or bylaws or other or instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer's securities to be deregistered or delisted, (i) a class of equity securities of the Issuer becoming eligible for termination of registration or (j) any action similar to any of those enumerated above. 6 Item 5. Interest in Securities of the Issuer (a) See Item 5(b) below. (b) Barrick has the shared power to vote or to direct the vote of 32,409,715 shares of Common Stock, representing 12.3% of the outstanding shares of the Issuer's Common Stock. The calculation of the foregoing percentage is based on the number of shares of Common Stock represented and warranted by the Issuer in the Merger Agreement to be issued and outstanding as of June 18, 2001. To the knowledge of Barrick, there are no shares of Common Stock which are beneficially owned by any director or executive officer listed under Item 2. (c) Except as disclosed herein, there have been no transactions by Barrick in securities of the Issuer during the past sixty days. (d) To the knowledge of Barrick, no person other than Barrick or the Stockholders has the shared right to vote or to direct the vote of the Common Stock described above. (e) Not applicable. Item 6. Contracts, Arrangements, Understanding of Relationships with Respect to Securities of the Issuer Each Stockholder executed and delivered to Barrick a Stockholders Agreement, pursuant to which each Stockholder agreed, at any meeting of the stockholders of the Issuer and in any action by consent of the stockholders of the Issuer, to vote his or her Common Stock in favor of the approval and adoption of the Merger Agreement, the Merger and all the transactions contemplated by the Merger Agreement and the Stockholders Agreement and otherwise in such manner as may be necessary to consummate the Merger. Further, each Stockholder irrevocably appointed Barrick, and each of its officers, as such Stockholder's attorney and proxy, with full power of substitution, to vote and otherwise act (by written consent or otherwise) with respect to his or her shares of Common Stock at any meeting of stockholders of the Issuer (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, on the matters and in the manner specified in the immediately preceding sentence. Each Stockholder agreed to certain non-solicitation provisions, as set forth in Section 3.02 of the Stockholders Agreement. The Stockholders Agreement terminates upon the earlier of (a) the effective time of the Merger, (b) the termination of the Merger Agreement, or (c) with respect solely to the Stockholders, the delivery, at any time after March 31, 2002, to Barrick and the Issuer by Mr. August von Finck (or his attorney(s)-in-fact) of written notice of termination, which termination is without any liability or obligation on the part of such Stockholders. The Affiliate Agreement, once executed and delivered, will terminate upon the termination of the Merger Agreement or, in the case of the Stockholders, in the event that the Stockholders Agreement is terminated as described in clause (c) of the immediately preceding sentence. Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to 7 transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantors of profit, division of profit or loss or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits Exhibit 1 - Stockholders Agreement dated as of June 24, 2001 among Barrick Gold Corporation, Havana Acquisition Inc., Homestake Mining Company, Jack Thompson, Walter Segsworth, August von Finck and certain other stockholders of Homestake Mining Company [Signatures on next page] 8 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in the Statement is true, correct and complete. DATED: July 6, 2001 BARRICK GOLD CORPORATION By: /s/ Sybil Veenman ----------------------------------- Name: Sybil Veenman Title: Associate General Counsel and Secretary 9