Amendment No. 21
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. 21)
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)
This
Amendment
n.21 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
4 Terms
of the Transaction
On
January 31, 2006, Barrick has advised shareholders of Placer Dome that the
Offer will expire on February 3, 2006 (6 p.m. Toronto time) and that
intermediaries have established tendering cut-off times that are up to 48
hours
prior to the expiry time. Shareholders of Placer Dome must instruct their
brokers or other intermediaries promptly, if they wish to tender. In addition,
U.S. banks and brokers are advised that the The Depositary Trust Company
(“DTC”)
has set Noon Toronto time on February 2, 2006 as the deadline for banks and
brokers who wish to tender their clients’ Shares
through DTC.
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)(21)(1.1)
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|
Barrick’s
press release, dated January 31, 2006 (incorporated by reference
to
Barrick’s filing pursuant to Rule 425 on February 1, 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 1, 2006
|
EXHIBIT
INDEX
|
Exhibit
|
|
Description
|
|
(a)(21)(1.1)
|
|
Barrick's
press release, dated January 31, 2006 (incorporated by reference
to
Barrick's filing pursuant to Rule 425 on February 1, 2006)
|
4