UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Gold Fields Limited
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(Name of Issuer)
American Depositary Shares, each representing one ordinary share of par value
Rand 0.50 each
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(Title of Class of Securities)
38059T106
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(Cusip Number)
Kevin Keogh
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 29, 2004
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 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. See Section 240.13d-7 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, as amended (the "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).
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1 Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only):
Norimet Limited
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ___
(b) x
---
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3. SEC Use Only:
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4. Source of Funds (See Instructions): AF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e): ___
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6. Citizenship or Place of Organization:
United Kingdom
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Number of 7. Sole Voting Power: 0 ordinary shares
Shares -----------------------------------------------------
Beneficially 8. Shared Voting Power: 0 ordinary shares
Owned by -----------------------------------------------------
Each Reporting 9. Sole Dispositive Power: 0 ordinary shares
Person With -----------------------------------------------------
10. Shared Dispositive Power: 0 ordinary shares
------------------ ----------------------------------
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 98, 467,758
ordinary shares
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): ___
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13. Percent of Class Represented by Amount in Row (11): 20.0%
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14. Type of Reporting Person (See Instructions): CO
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only):
MMC Norilsk Nickel
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ___
(b) x
---
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3. SEC Use Only:
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4. Source of Funds (See Instructions):
BK, WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e): ___
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6. Citizenship or Place of Organization:
Russian Federation
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Number of 7. Sole Voting Power: 0 ordinary shares
Shares -----------------------------------------------------
Beneficially 8. Shared Voting Power: 98,467,758 ordinary shares
Owned by -----------------------------------------------------
Each Reporting 9. Sole Dispositive Power: 0 ordinary shares
Person With -----------------------------------------------------
10. Shared Dispositive Power: 98,467,758
ordinary shares
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 98, 467,758
ordinary shares
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): ___
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13. Percent of Class Represented by Amount in Row (11): 20.0%
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14. Type of Reporting Person (See Instructions): HC
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only):
Vladimir O. Potanin
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ___
(b) x
---
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3. SEC Use Only:
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4. Source of Funds (See Instructions):
AF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e): ___
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6. Citizenship or Place of Organization:
Russian Federation
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Number of 7. Sole Voting Power: 0 ordinary shares
Shares -----------------------------------------------------
Beneficially 8. Shared Voting Power: 98,467,758 ordinary shares**
Owned by -----------------------------------------------------
Each Reporting 9. Sole Dispositive Power: 0 ordinary shares
Person With -----------------------------------------------------
10. Shared Dispositive Power: 98,467,758 ordinary
shares**
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 98, 467,758
ordinary shares
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): ___
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13. Percent of Class Represented by Amount in Row (11): 20.0%
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14. Type of Reporting Person (See Instructions): IN
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** Pursuant to Rule 13d-4 of the Act, the filing of this statement shall not be
construed as an admission that Mr. Potanin is, for the purpose of Sections 13(d)
or 13(g) of the Act, the beneficial owner of 98,467,758 ordinary shares.
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only):
Mikhail D. Prokhorov
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ___
(b) x
---
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3. SEC Use Only:
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4. Source of Funds (See Instructions):
AF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e): ___
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6. Citizenship or Place of Organization:
Russian Federation
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Number of 7. Sole Voting Power: 0 ordinary shares
Shares -----------------------------------------------------
Beneficially 8. Shared Voting Power: 98,467,758 ordinary shares**
Owned by -----------------------------------------------------
Each Reporting 9. Sole Dispositive Power: 0 ordinary shares
Person With -----------------------------------------------------
10. Shared Dispositive Power: 98,467,758 ordinary
shares**
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 98, 467,758
ordinary shares
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): ___
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13. Percent of Class Represented by Amount in Row (11): 20.0%
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14. Type of Reporting Person (See Instructions): IN
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** Pursuant to Rule 13d-4 of the Act, the filing of this statement shall not be
construed as an admission that Mr. Prokhorov is, for the purpose of Sections
13(d) or 13(g) of the Act, the beneficial owner of 98,467,758 ordinary shares.
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This Amendment No. 1 ("Amendment No. 1") amends and supplements the Statement on
Schedule 13D, originally filed on April 7, 2004 (the "Schedule 13D"), with
respect to the ordinary shares, par value Rand 0.50 per share (the "Shares"), of
Gold Fields Limited, a company organized under the laws of the Republic of South
Africa (the "Company"). Unless otherwise indicated, capitalized terms used but
not defined herein have the meanings assigned to such term in the Schedule 13D.
Item 2. Identity and Background
Item 2 is amended by replacing and restating the 4th and the 5th paragraphs in
their entirety as follows:
VLADIMIR O. POTANIN is a citizen of the Russian Federation whose present
principal occupation is President of ZAO Interros Holding Company. As of July
31, 2004, Mr. Potanin beneficially owned 28.58% of the stock of Norilsk Nickel.
Mr. Potanin's principal business address is 9, Bolshaya Yakimanka Street, Moscow
119180, Russia. During the past five years, Mr. Potanin has not been convicted
in a criminal proceeding, excluding traffic violations or similar misdemeanors.
Further, during the last five years, Mr. Potanin has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction where
as a result of such proceeding he was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, United States federal or state securities laws or finding
any violation with respect to such laws.
MIKHAIL D. PROKHOROV is a citizen of the Russian Federation whose present
principal occupation is Chief Executive Officer of Norilsk Nickel. As of July
31, 2004, Mr. Prokhorov beneficially owned 28.58% of the stock of Norilsk
Nickel. Mr. Prokhorov's principal business address is 22, Voznesensky Pereulok,
Moscow 125009, Russia. During the last five years, Mr. Prokhorov has not been
convicted in a criminal proceeding, excluding traffic violations or similar
misdemeanors. Further, during the last five years, Mr. Prokhorov has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction where as a result of such proceeding he was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, United States federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is amended by inserting the following as a new paragraph following the
existing paragraph:
Pursuant to a Stock Purchase Agreement, dated July 29, 2004 (the
"Intercompany Purchase Agreement"), Norilsk Nickel has acquired direct
beneficial ownership of the Shares from Norimet. The proceeds from the sale
of the Shares to Norilsk Nickel were applied by Norimet to the cancellation
of the indebtedness owing by Norimet to Norilsk Nickel, which indebtedness
was incurred by Norimet in connection with its original acquisition of the
Shares for Norilsk Nickel.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated in its entirety as follows:
(a)-(b) As of the date hereof, Norilsk Nickel beneficially owns 98,467,758
Shares, or 20.0% of the Shares outstanding as of June 30, 2004, based
on the Company's Report on Form 6-K filed with the U.S. Securities and
Exchange Commission on July 29, 2004. The sole power to vote or direct
the voting of and the power to dispose or direct the disposition of,
such Shares is held by Norilsk Nickel. Each of Mr. Potanin and Mr.
Prokhorov, through his ownership and/or control of Norilsk Nickel, has
the power to vote or direct the voting of and the power to dispose or
direct the disposition of, such Shares. Accordingly, each of Mr.
Potanin and Mr. Prokhorov may be deemed to be the beneficial owner of
such Shares, and thereby the beneficial owner of 98,467,648 Shares, or
20.0% of the outstanding Shares. Mr. Potanin and Mr. Prokhorov each
disclaims beneficial ownership of all such Shares pursuant to Rule
13d-4 of the Act.
The number of shares beneficially owned by each of the Reporting
Persons and the percentage of outstanding shares represented thereby
have been computed in accordance with Rule 13d-3 under the Act.
(c) Pursuant to the Intercompany Purchase Agreement, Norilsk Nickel
purchased 98,467,758 Shares from Norimet for a total purchase price of
US$1,249,600,000. The price per Share was approximately US$12.69.
(d) All persons known to have the right to receive or the power to direct
the dividends from, or the proceeds from the sale of, the securities
described in this Item 5 are described in this statement.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Except as described above, none of the Reporting Persons, nor, to the knowledge
of the Reporting Persons, any of the persons listed in Exhibit A, has any
contract, arrangement, understanding or relationship (legal or otherwise) with
any person with respect to any securities of the Company, including but not
limited to transfer or voting of any such securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
Item 7 is amended as follows:
Exhibit A as filed herewith replaces the Exhibit A attached to the Schedule
13D.
The following exhibit is inserted after Exhibit E:
Exhibit F Intercompany Purchase Agreement*
Signature
After reasonable 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.
Date: August 6, 2004 NORIMET LIMITED
By: /s/ Mikhail Prokhorov
-------------------------------------------
Name: Mikhail Prokhorov
Title: Attorney-in-Fact
MMC NORILSK NICKEL
By: /s/ Mikhail Prokhorov
-------------------------------------------
Name: Mikhail Prokhorov
Title: General Director
VLADIMIR O. POTANIN
By: /s/ Vladimir O. Potanin
-------------------------------------------
Name: Vladimir O. Potanin
MIKHAIL D. PROKHOROV
By: /s/ Mikhail Prokhorov
-------------------------------------------
Name: Mikhail Prokhorov
EXHIBIT A
OFFICERS AND DIRECTORS OF PERSONS NAMED IN ITEM 2
EXECUTIVE OFFICERS AND DIRECTORS OF NORIMET LIMITED
Executive Officers of Norimet Limited
Name Present Principal Occupation Citizenship
David Gaddes Managing Director of Base Metal United Kingdom
Distribution
Denis Lepetyukha Managing Director of Precious Metals Russian Federation
Distribution
Board of Directors of Norimet Limited
Name Present Principal Occupation Citizenship
Victor Sprogis Deputy General Director of Russian Federation
Norilsk Nickel; Chairman of the
Board of Directors of Norimet Limited.
Alexander Popov Chairman of the Management Board of Russian Federation
Rosbank
David Gaddes See "Executive Officers of Norimet United Kingdom
Limited" above
Dmitry Glotov Deputy General Director of Norilsk Russian Federation
Nickel
Marina Nefedova General Director of ZAO "Normetimpex" Russian Federation
EXECUTIVE OFFICERS AND DIRECTORS OF MMC NORILSK NICKEL
Executive Officers of MMC Norilsk Nickel
Name Present Principal Occupation Citizenship
Mikhail D. Prokhorov General Director, Member of the Board of Russian Federation
Directors and Chairman of the Management
Board of Norilsk Nickel
Maxim V. Finsky Deputy Chairman of the Management Board, Russian Federation
Deputy General Director and Head of the
Commerce Division of Norilsk Nickel
Igor A. Komarov Deputy Chairman of the Management Board, Russian Federation
Deputy General Director and Chief
Financial Officer of Norilsk Nickel
Yuri A. Kotlyar Deputy Chairman of the Management Board Russian Federation
of Norilsk Nickel
Tavakolian R. Morgan Deputy Chairman of the Management Board United States
of Norilsk Nickel, Deputy General Director
Jokves I. Rozenberg Deputy Chairman of the Management Board of Russian Federation
Norilsk Nickel
Leonid B. Rozhetskin Member of the Board of Directors and United States
Deputy Chairman of the Management Board
of Norilsk Nickel
Directors of MMC Norilsk Nickel
Name Present Principal Occupation Citizenship
Andrey E. Bugrov Deputy Chairman of the Management Board of Russian Federation
ZAO Interros Holding Company
Guy de Selliers Member of the Board of Directors of Solvay Belgium
S.A. and Wimm-Bill-Dann
Andrey A. Klishas General Director of ZAO Interros Holding Russian Federation
Company and Chairman of the Board of
Norilsk Nickel.
Ekaterina M. Salnikova Director for Corporate Structures of ZAO Russian Federation
Interros Holding Company
Leonid B. Rozhetskin See "Executive Officers of MMC Norilsk United States
Nickel" above.
Mikhail D. Prokhorov See "Executive Officers of MMC Norilsk Russian Federation
Nickel" above.
Ronald Freeman Honorary Co-Chairman of the International United States
Tax and Investment Centre
Heinz Schimmelbusch Managing Director of the Safeguard Austria
International Fund
Vladimir I. Dolgikh President of the Management Board of the Russian Federation
Krasnoyarsk Fellow-countrymen association
EXHIBIT F
INTERCOMPANY PURCHASE AGREEMENT
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STOCK PURCHASE AGREEMENT
OF GOLD FIELDS LIMITED SHARES
between
NORIMET LIMITED
and
OPEN JOINT STOCK COMPANY
"MINING AND METALLURGICAL COMPANY
"NORILSK NICKEL"
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29th July, 2004
STOCK PURCHASE AGREEMENT
No____________________
THIS STOCK PURCHASE AGREEMENT (hereafter the "Agreement") is made on 29th July,
2004 in Moscow by and between
NORIMET LIMITED, the company organized under the laws of England and Wales
represented by the Director Glotov D.A., (hereafter the "Seller"), and
OPEN JOINT STOCK COMPANY "MINING AND METALLURGICAL Company "NORILSK NICKEL", an
open joint stock company established and existing under the laws of the Russian
Federation, represented by Deputy General Director Komarov I.A., acting on the
basis of the power of attorney No GMK-51/161D (hereafter the "Buyer");
Seller and Buyer hereafter are collectively referred to as the "Parties", and
individually as - the "Party".
WHEREAS
(1) Seller owns 98 467 758 (ninety eight million four hundred sixty seven
thousand seven hundred fifty eight) ordinary registered non-documentary
shares of Gold Fields Limited, a company organized under the laws of
the Republic of South Africa, with par value of Rand 0.50 each,
representing a total of 20,05% (twenty and five hundredth percent) of
common stock of Gold Fields capital (hereafter "Shares");
(2) Buyer intends to acquire and Seller is willing to sell Shares to Buyer.
THE PARTIES HEREBY AGREE as follows:
PARAGRAPH 1
PURCHASE CONDITIONS
1.1. Share Purchase. In accordance with the terms and conditions of this
Agreement, Seller agrees to sell Shares to Buyer, and Buyer agrees to
purchase Shares from Seller.
1.2. Purchase Price. In consideration for the Shares and in accordance with
paragraph 1.3. hereof Buyer shall pay Seller the amount of 1 249 600
000 US Dollars (hereafter "Purchase Price").
1.3 Payment. Payment in the amount of Purchase Price shall be made within
90 (ninety) days upon execution of this Agreement by means of wire
transfer to the Seller's bank account. The obligations to pay the
Purchase Price shall be deemed fulfilled at the moment the payment is
credited to the correspondent account of the Seller's bank. The payment
can be made in installments.
PARAGRAPH 2.
TRANSFER OF TITLE TO SHARES
Transfer of Title to Shares. Within 10 (ten) business days upon
fulfillment by Buyer of all payment obligations in accordance with
paragraph 1.3 of the Agreement, Seller is to perform all the necessary
actions to transfer the title to Shares to Buyer.
PARAGRAPH 3.
REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of Seller. Seller hereby represents and
warrants that from date hereof and until the fulfillment by the Parties
of their obligations hereunder, the following conditions will be true
and accurate in all respects:
(a) Organization and Good Standing. Seller is a company duly
organized, validly existing and in a good standing under the Laws
of England and Wales.
(b) Authority and Authorization. Seller has all requisite corporate power
to enter into this Agreement, and has been duly authorized by all
necessary corporate actions and approvals to execute and perform this
Agreement, as well as to carry out all of its respective obligations
hereunder.
(c) Approvals. Seller is not obliged to apply for or obtain any
governmental permits or approvals in respect of execution and
performance of this Agreement, or any actions hereunder.
(d) Sellers Obligations. All the obligations of Seller hereunder are
lawful, valid and enforceable against Seller in accordance with the
terms of this Agreement.
(e) Organizational Documents. Executions and performance by the Seller of
this Agreement, and all transaction provided for herein, does not and
will not contradict or conflict with the provisions of constituent,
organizational or other documents, does not and will not result in any
breach of such provisions.
(f) No Third Parties Related Conflicts. Executions and performance of this
Agreement and all transactions provided for herein, will not conflict,
violate or result in a breach of any obligations arising out of any
agreements, to which Seller is a party, or by which any of the Sellers
properties or assets are bound.
(g) Absence of Litigation. To the knowledge of Seller, there are no
actions, claims, investigations or any other similar actions undertaken
or considered by any courts or governmental authorities, against Seller
or its property which could have material adverse effect on the
Seller's ability to carry out its obligations hereunder.
3.2 Representations and Warranties of Buyer. Buyer hereby represents and
warrants that from date hereof and until the fulfillment by the Parties
of their obligations hereunder, the following
conditions will be true and accurate in all respects:
(a) Organization and Good Standing. Buyer is a company duly organized,
validly existing and in a good standing under the Laws of the Russian
Federation.
(b) Authority and Authorization. Buyer has all requisite corporate power to
enter into this Agreement, and has been duly authorized by all
necessary corporate actions and approvals to execute and perform this
Agreement, as well as to carry out all of its respective obligations
hereunder.
(c) Buyers Obligations. All the obligations of Buyer hereunder are lawful,
valid and enforceable against Seller in accordance with the terms of
this Agreement.
(d) Organizational Documents. Executions and performance by the Buyer of
this Agreement, and all transaction provided for herein, does not and
will not contradict or conflict with the provisions of constituent,
organizational or other documents, does not and will not result in any
breach of such provisions.
(e) No Third Parties Related Conflicts. Executions and performance of this
Agreement and all transactions provided for herein, will not conflict,
violate or result in a breach of any obligations arising out of any
agreements, to which Buyer is a party, or by which any of the Buyer
properties or assets are bound.
PARAGRAPH 4.
ADDITIONAL OBLIGATIONS
4.1. Permits and Approvals. Parties are obliged to: (a) undertake their best
efforts to obtain all permits and approvals, required to each Party in
respect of execution and performance of this Agreement, or for any actions
or transaction provides for herein, including, but not limited to,
approval of Ministry for Economic Development and Trade of Russian
Federation and of the Central Bank of Russian Federation; and (b) to
inform the respective Party about any permits or approvals required and on
the progress of the receiving such permits or approvals.
PARAGRAPH 5.
DISPUTES RESOLUTION
5.1 Disputes Resolution. All disputes, disagreements and claims, arising out
of this Agreement or in connection herewith, including its performance,
breach, termination or invalidity, are to be finally settled in
International Commercial Arbitration Court with the Russian Chamber of
Commerce in accordance with its Rules.
PARAGRAPH 6.
NOTICES
6.1 Notices. Any notices or notification provided for by or made in connection
with this Agreement are to be made in writing in Russian language signed by
the authorized person, sending this respective notice or notification, and
submitted only (a) by hand, (b) by registered post with notification of
receipt, (c) by facsimile, telegraph or telex (with confirmation of receipt)
addressed:
To Seller: Cassini House, 6th Floor, 57 St. James Street, London SW1A 1LD,
--------- United Kingdom - for attention of the Secretary/ Director.
To Buyer: MMC Norilsk Nickel, Voznesensky pereulok, 22, Moscow, 123104,
-------- Russia - for attention of General Director.
6.2 Confirmation of Receipt of the Notice. The notification is considered
submitted and received by the addressee: (a) upon receipt in case of hand
delivery; or (b) upon receipt of the confirmation of receipt if sent by
registered post, or (c) upon receipt of the confirmation of submission if
sent by fax, telegraph or telex.
PARAGRAPH 7.
MISCELLANEOUS
7.1. Expenses. Each Party shall bear its own expenses incidental to the
execution of this Agreement, performance of stock purchase transaction
hereunder.
7.2. Public Information. Except as provided for the Law, Buyer and Seller
shall not publish any press-releases and make any other public announcements in
connection with this Agreement and its provisions, without prior written consent
of the other Party in relation of content and way of presenting such
information.
7.3. Term. This Agreement shall become effective as of the date of its
execution by the Parties and shall terminate upon full fulfillment of all
obligations by the Parties hereunder, except when unilaterally terminated by any
Party due to non-performance of the obligations of the other Party hereunder.
7.4. Headings. The headings used in this Agreement have been inserted for
convenience only and may not be used to construe the the provisions hereof.
7.5. Assignment Not Permitted. Parties shall not assign in whole or in part
any rights or obligations hereunder to any third parties without prior written
consent of the other Party.
7.6. Entire Agreement. This Agreement constitutes the entire agreement between
Parties hereto with respect to the subject matter hereof and supercedes all the
previous agreements and arrangements, both oral and written.
7.7. Amendments. Any amendments or supplements to this Agreement are valid
only if made in writing and signed by the Parties.
7.8. Severability. If any provision of this Agreement is held to be illegal,
invalid or unenforceable the remaining provisions of this Agreement will remain
in full force and effect and will not be effected by that provision.
7.9. Copies. This Agreement is made in Russian and English languages in two
copies, one copy for each Party. Both copies constitute one and the same
agreement.
7.10. Governing Law. This Agreement shall be governed by Laws of Russian
Federation.
IN WITNESS WHEREOF Seller and Buyer duly executed this Agreement as of the day
and year first before written.
On behalf of Seller:
NORIMET LIMITED
Glotov D.A.
Director
On behalf of Buyer:
OJSC "MMC "NORILSK NICKEL"
Komarov I.A.
Deputy General Director