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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 5)*
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GOLD FIELDS LIMITED
(Name of Issuer)
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AMERICAN DEPOSITARY SHARES, EACH REPRESENTING ONE ORDINARY SHARE OF PAR VALUE
RAND 0.50 EACH
ORDINARY SHARES OF PAR VALUE RAND 0.50 EACH
(Title of Class or securities)
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AMERICAN DEPOSITARY SHARES: 38059T106
ORDINARY SHARES: 38059R100
(CUSIP Number)
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DENIS MOROZOV
22 VOZNESENSKY PEREULOK
MOSCOW, 125993
RUSSIA
with a copy to:
WILLIAM A. PLAPINGER, ESQ.
SULLIVAN & CROMWELL LLP
1 NEW FETTER LANE
LONDON EC4A 1AN
ENGLAND
(011) (44) 20 7959-8900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication)
APRIL 18, 2005
(Date of Event to Which This Filing Relates)
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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. [_]
* 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).
(Continued on following pages)
CUSIP NO. 38059T106 / 38059R100
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Names of Reporting Persons
MMC NORILSK NICKEL
1
IRS Identification Nos. of Above Persons (entities only)
NOT APPLICABLE (FOREIGN ENTITY)
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Check the Appropriate Box if a Member of a Group (See Instructions)
2 (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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7 Sole Voting Power
0
Number of ----------------------------------------------------------
Shares 8 Shared Voting Power
Beneficially 98,467,758 ORDINARY SHARES
Owned by Each ----------------------------------------------------------
Reporting 9 Sole Dispositive Power
Person with 0
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10 Shared Dispositive Power
98,467,758 ORDINARY SHARES
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Aggregate Amount Beneficially Owned by Each Reporting Person
11 98,467,758 ORDINARY SHARES
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Check if the Aggregate Amount in Row (11) Excludes
12 Certain Shares (See Instructions) [_]
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Percent of Class Represented by Amount in Row (11)
13 20.0%
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Type of Reporting Person (See Instructions)
14 HC
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CUSIP NO. 38059T106 / 38059R100
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Names of Reporting Persons
VLADIMIR O. POTANIN
1
IRS Identification Nos. of Above Persons (entities only)
NOT APPLICABLE (FOREIGN ENTITY)
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Check the Appropriate Box if a Member of a Group (See Instructions)
2 (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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7 Sole Voting Power
0
Number of ----------------------------------------------------------
Shares 8 Shared Voting Power
Beneficially 98,467,758 ORDINARY SHARES (1)
Owned by Each ----------------------------------------------------------
Reporting 9 Sole Dispositive Power
Person with 0
----------------------------------------------------------
10 Shared Dispositive Power
98,467,758 ORDINARY SHARES (1)
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Aggregate Amount Beneficially Owned by Each Reporting Person
11 98,467,758 ORDINARY SHARES
--------------------------------------------------------------------------------
Check if the Aggregate Amount in Row (11) Excludes
12 Certain Shares (See Instructions) [_]
--------------------------------------------------------------------------------
Percent of Class Represented by Amount in Row (11)
13 20.0%
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Type of Reporting Person (See Instructions)
14 IN
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(1) 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.
-3-
CUSIP NO. 38059T106 / 38059R100
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Names of Reporting Persons
MIKHAIL D. PROKHOROV
1
IRS Identification Nos. of Above Persons (entities only)
NOT APPLICABLE (FOREIGN ENTITY)
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Check the Appropriate Box if a Member of a Group (See Instructions)
2 (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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7 Sole Voting Power
0
Number of ----------------------------------------------------------
Shares 8 Shared Voting Power
Beneficially 98,467,758 ORDINARY SHARES (2)
Owned by Each ----------------------------------------------------------
Reporting 9 Sole Dispositive Power
Person with 0
----------------------------------------------------------
10 Shared Dispositive Power
98,467,758 ORDINARY SHARES (2)
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Aggregate Amount Beneficially Owned by Each Reporting Person
11 98,467,758 ORDINARY SHARES
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Check if the Aggregate Amount in Row (11) Excludes
12 Certain Shares (See Instructions) [_]
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Percent of Class Represented by Amount in Row (11)
13 20.0%
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Type of Reporting Person (See Instructions)
14 IN
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(2) 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.
-4-
This Amendment No. 5 ("Amendment No. 5") amends and supplements the
Statement on Schedule 13D originally filed on April 7, 2004, as amended by
Amendment No. 1 thereto filed on August 6, 2004, Amendment No. 2 thereto filed
on October 18, 2004, Amendment No. 3 thereto filed on December 17, 2004, and
Amendment No. 4 thereto filed on January 28, 2005, relating 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"). The Schedule 13D, as amended, is referred to herein as the "Schedule
13D". Unless otherwise indicated, capitalized terms used but not defined herein
have the meanings assigned to such term in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended to add the following additional paragraphs at
the end:
Norilsk Nickel has decided to reorganize certain of its investments in
gold-related assets (the "Reorganization"). At its meeting on April 15, 2005,
the Board of Directors of Norilsk Nickel (the "Board") resolved to initiate
steps which should lead to the demerger of (1) the Company's Russian gold assets
consolidated under its wholly and directly owned subsidiary, ZAO Polus, a
company incorporated under the laws of the Russian Federation ("Polus") and its
subsidiaries and (2) the Company's 20% interest in Gold Fields Limited ("Gold
Fields"). On April 18, 2005, Norilsk Nickel executed a letter agreement (the
"Consent Letter") with Harmony whereby Harmony consents to the transfer of the
Shares to a wholly and indirectly owned subsidiary of Norilsk Nickel (Jenington
International Inc.) and the cession of all of Norilsk Nickel's rights and
delegation of all of Norilsk Nickel's obligations in terms of the Irrevocable
Undertaking to such subsidiary. A copy of the Consent Letter is included as
Exhibit I hereto and the description of the Consent Letter contained herein is
qualified in its entirety by reference to Exhibit I, which is incorporated
herein by reference.
Except as set forth herein, no Reporting Person has any present plans
or proposals that relate to or would result in the occurrence of any of the
events specified in clauses (a) through (j) of the instructions to Item 4 of
Schedule 13D. The Reporting Persons reserve the right to formulate plans or make
proposals, and take such actions with respect to their investment in the
Company, including any action that relates to or would result in the occurrence
of any or all of the events specified in clauses (a) through (j) of Item 4 of
Schedule 13D, and any other actions, as they may determine. The Reporting
Persons intend to review continually their investment in the Company. Depending
upon future evaluations of the business prospects of the Company and upon other
developments, including but not limited to, general economic and business
conditions and precious metal and stock market conditions, the Reporting Persons
may determine to increase or decrease their equity position in the Company by
acquiring additional Shares or disposing of some or all of the Shares they may
hold.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 is hereby amended and restated as follows:
Norilsk Nickel has decided to reorganize certain of its investments in
gold-related assets (the "Reorganization"). At its meeting on April 15, 2005,
the Board of Directors of Norilsk Nickel (the "Board") resolved to initiate
steps which should lead to the demerger of (1) the Company's Russian gold assets
consolidated under its wholly and directly owned subsidiary, Polus and its
subsidiaries and (2) the Company's 20% interest in Gold Fields Limited ("Gold
Fields"). On April 18, 2005, Norilsk Nickel executed the Consent Letter with
Harmony whereby Harmony consents to the transfer of the Shares to a wholly and
indirectly owned subsidiary of Norilsk Nickel (Jenington International Inc.) and
the cession of all of Norilsk Nickel's rights and delegation of all of Norilsk
Nickel's obligations in terms of the Irrevocable Undertaking to such subsidiary.
A copy of the Consent Letter is included as Exhibit I hereto and the description
of the Consent Letter contained herein is qualified in its entirety by reference
to Exhibit I, which is incorporated herein by reference.
Except as otherwise disclosed in this Statement on Schedule 13D, as
amended, 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 hereby amended and supplemented as follows:
The following exhibit is inserted after Exhibit H:
Exhibit I Consent Letter, dated April 18, 2005, among Norilsk Nickel,
Harmony and Jenington International Inc.
Exhibit J Press Release issued by Norilsk Nickel on April 18, 2005
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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: April 19, 2005
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
-7-
EXHIBIT INDEX
Exhibit A Officers and Directors of Reporting Persons.**
Exhibit B Agreement Relating to Joint Filing of Schedule 13D.*
Exhibit C Purchase Agreement.*
Exhibit D Power of Attorney.*
Exhibit E Facility Agreement.*
Exhibit F Intercompany Purchase Agreement.**
Exhibit G Irrevocable Undertaking in Respect of a Proposal by Harmony
Gold Mining Company Limited to Acquire All the Shares in Gold
Fields Limited.***
Exhibit H Letter, dated January 26, 2005, from Bernard Swanepoel to Norilsk
Nickel, received by facsimile transmission on January 28, 2005.****
Exhibit I Consent Letter, dated April 18, 2005, among Norilsk Nickel, Harmony
and Jenington International Inc.
Exhibit J Press Release issued by Norilsk Nickel on April 18, 2005
* Filed with the initial statement on Schedule 13D on April 7, 2004.
** Filed with the Amendment No. 1 to Schedule 13D on August 6, 2004.
*** Filed with the Amendment No. 2 to Schedule 13D on October 18, 2004.
**** Filed with the Amendment No. 4 to Schedule 13D on January 28, 2005.
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