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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. 6)*
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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 22, 2005
(Date of Event to Which This Filing Relates)
================================================================================
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
----------------------------------------------------------
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
--------------------------------------------------------------------------------
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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-2-
CUSIP NO. 38059T106 / 38059R100
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Names of Reporting Persons
JENNINGTON INTERNATIONAL INC.
1
IRS Identification Nos. of Above Persons (entities only)
NOT APPLICABLE (FOREIGN ENTITY)
--------------------------------------------------------------------------------
Check the Appropriate Box if a Member of a Group (See Instructions)
2 (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
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
BRITISH VIRGIN ISLANDS
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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
----------------------------------------------------------
10 Shared Dispositive Power
98,467,758 ORDINARY SHARES
--------------------------------------------------------------------------------
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%
--------------------------------------------------------------------------------
Type of Reporting Person (See Instructions)
14 CO
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-3-
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)
--------------------------------------------------------------------------------
Check the Appropriate Box if a Member of a Group (See Instructions)
2 (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
AF
--------------------------------------------------------------------------------
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)
--------------------------------------------------------------------------------
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%
--------------------------------------------------------------------------------
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.
-4-
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)
--------------------------------------------------------------------------------
Check the Appropriate Box if a Member of a Group (See Instructions)
2 (a) [_]
(b) [X]
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3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
AF
--------------------------------------------------------------------------------
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)
--------------------------------------------------------------------------------
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%
--------------------------------------------------------------------------------
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.
-5-
This Amendment No. 6 ("Amendment No. 6") 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,
Amendment No. 4 thereto filed on January 28, 2005 and Amendment No. 5 thereto
filed on April 19, 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 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended and restated as follows:
Pursuant to Rule 13d-1(k)(1) of the Act, this statement is filed on
behalf of the following entities and individuals (such persons being referred to
collectively herein as the "Reporting Persons" and each as a "Reporting
Person"):
MMC NORILSK NICKEL ("Norilsk Nickel") is an open joint-stock company
organized under the laws of the Russian Federation. Norilsk Nickel's principal
business is the producing and selling of various base and precious metals. The
address of Norilsk Nickel's principal business and principal office is 22,
Voznesensky Pereulok, Moscow, 125993, Russia. See Exhibit A for information
concerning the executive officers and directors of Norilsk Nickel. During the
last five years, neither MMC Norilsk Nickel nor any of such persons has been
convicted in a criminal proceeding, excluding traffic violations or similar
misdemeanors. Further, during the last five years, neither MMC Norilsk Nickel
nor any such person was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction where as a result of such
proceeding such person 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.
Jenington International Inc. ("JBVI") is a company incorporated under
the laws of the British Virgin Islands and a wholly and indirectly owned
subsidiary of Norilsk Nickel. JBVI's sole business is to act as a holding
company for Shares. The address of JBVI's principal business and principal
office is Akara Building, 24 De Castro Street, Wickhams Cay I, Road Town,
Tortola, British Virgin Islands. See Exhibit A for information concerning the
executive officers and directors of JBVI. During the last five years, neither
JBVI nor any of such persons has been convicted in a criminal proceeding,
excluding traffic violations or similar misdemeanors. Further, during the last
five years, neither JBVI nor any such person was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction where as a result
of such proceeding such person 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.
-6-
VLADIMIR O. POTANIN is a citizen of the Russian Federation whose
present principal occupation is President of ZAO Interros Holding Company. As of
April 15, 2005, Mr. Potanin beneficially owned 27.94% 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
April 15 2005, Mr. Prokhorov beneficially owned 27.94% of the stock of Norilsk
Nickel. Mr. Prokhorov's principal business address is 22, Voznesensky Pereulok,
Moscow 125993, 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.
Neither the filing of this Schedule 13D nor any of its contents shall
be deemed to constitute an admission that any of the Reporting Persons is the
beneficial owner of Shares (if any) held by Harmony Gold Mining Company Limited
("Harmony") or that Harmony is a beneficial owner of the Shares referred to
above. Pursuant to Rule 13d-5(b), the Reporting Persons and Harmony may be
deemed to be a group; however, the Reporting Persons disclaim membership in any
group with Harmony and beneficial ownership of any Shares of Harmony.
ITEM 4. PURPOSE OF TRANSACTION
The last paragraph of Item 4 is hereby amended and restated as follows:
As part of the Reorganization, on April 18, 2005, Norilsk Nickel, the
ultimate parent company of JBVI, and JBVI entered into a Share Subscription
Agreement (the "Share Subscription Agreement") pursuant to which Norilsk Nickel
agreed to contribute all of its 98,467,758 Shares to JBVI in exchange for the
issuance of shares of JBVI's stock, following which JBVI would be wholly owned
by Norilsk Nickel. This agreement was entered into with a view to transferring
all Norilsk Nickel's interests in JBVI to ZAO Polus, a wholly and directly owned
subsidiary of Norilsk Nickel. The transaction is a part of Norilsk Nickel's
broader strategy to concentrate all its gold-related assets in Polus and,
potentially, to spin off Polus from Norilsk Nickel later in 2005. Any such spin
off would be subject to the approval of the Board of Directors and the
shareholders of Norilsk Nickel. A copy of the Share Subscription Agreement is
included as Exhibit J hereto and the description of the letter agreement
contained herein is
-7-
qualified in its entirety by reference to Exhibit J, 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and restated as follows:
(a)-(b) As of April 22, 2005, JBVI beneficially owns 98,467,758 Shares, or
20.0% of the outstanding Shares, based on the Company's most recent
20-F filed with the U.S. Securities and Exchange Commission on November
26, 2004. The shared power to vote or direct the voting of and the
power to dispose or direct the disposition of such Shares will be held
by JBVI and Norilsk Nickel. Each of Mr. Potanin and Mr. Prokhorov,
through their ownership and/or control of JBVI and 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 Share Subscription Agreement, dated April 18, 2005,
between JBVI and Norilsk Nickel, entered into in connection with the
Reorganization, Norilsk Nickel contributed 98,467,758 Shares to JBVI in
exchange for one million outstanding shares of JBVI stock.
(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.
-8-
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 is hereby amended to add the following additional paragraphs at
the end:
The penultimate paragraph of Item 4, which has been added by this
Amendment No. 6, is hereby incorporated by reference in this Item 6.
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 J:
Exhibit K Share Subscription Agreement, dated April 18, 2005, between
JBVI and Norilsk Nickel.
-9-
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 22, 2005
MMC NORILSK NICKEL
By: /s/ Mikhail Prokhorov
---------------------------------
Name: Mikhail Prokhorov
Title: Deputy General Director
JENINGTON INTERNATIONAL LIMITED
By: /s/ Siegfried Pasqual
--------------------------------
Name: Siegfried Pasqual
Title: Director
VLADIMIR O. POTANIN
By: /s/ Vladimir O. Potanin
---------------------------------
Name: Vladimir O. Potanin
MIKHAIL D. PROKHOROV
By: /s/ Mikhail Prokhorov
---------------------------------
Name: Mikhail Prokhorov
-10-
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 JBVI, Norilsk Nickel
and Harmony*****
Exhibit J Press Release issued by Norilsk Nickel on April 18, 2005*****
Exhibit K Share Subscription Agreement, dated April 18, 2005, between JBVI
and Norilsk Nickel
* 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.
***** Filed with the Amendment No. 5 to Schedule 13D on April 19, 2005.
-11-
Appendix A
Executive Officers of MMC Norilsk Nickel
NAME PRESENT PRINCIPAL OCCUPATION CITIZENSHIP
Mikhail D. Prokhorov General Director, Member of the Board of Directors Russian Federation
and Chairman of the Management Board of Norilsk
Nickel
Maxim V. Finsky Deputy Chairman of the Management Board, Deputy Russian Federation
General Director and Head of the Commerce Division
of Norilsk Nickel
Igor A. Komarov Deputy Chairman of the Management Board, Deputy Russian Federation
General Director and Chief Financial Officer of
Norilsk Nickel
Yuri A. Kotlyar Deputy Chairman of the Management Board of Norilsk Russian Federation
Nickel
Tavakolian R. Morgan Deputy Chairman of the Management Board of Norilsk United States
Nickel, Deputy General Director
Jokves I. Rozenberg Deputy Chairman of the Management Board of Norilsk Russian Federation
Nickel, Deputy General Director
Denis S. Morozov Member of the Management Board of Norilsk Nickel, Russian Federation
Deputy General Director
Directors of MMC Norilsk Nickel
NAME PRESENT PRINCIPAL OCCUPATION CITIZENSHIP
Andrey E. Bugrov Deputy Chairman of the Management Board of ZAO Russian Federation
Interros Holding Company
Guy de Selliers Member of the Board of Directors of Solvay S.A. Belgium
and Wimm-Bill-Dann
Andrey A. Klishas General Director of ZAO Interros Holding Company Russian Federation
and Chairman of the Board of Norilsk Nickel.
Ekaterina M. Salnikova Director for Corporate Structures of ZAO Interros Russian Federation
Holding Company
Mikhail D. Prokhorov See "Executive Officers of MMC Norilsk Nickel" Russian Federation
above.
Ronald Freeman Honorary Co-Chairman of the International Tax and United States
Investment Centre
Heinz Schimmelbusch Managing Director of the Safeguard International Austria
Fund
Vladimir I. Dolgikh President of the Management Board of the Russian Federation
Krasnoyarsk Fellow-countrymen association
Leonid B. Rozhetskin Member of the Board of Directors of Norilsk Nickel United States
Appendix A
Executive Officers of Jenington International Inc.
NAME PRESENT PRINCIPAL OCCUPATION CITIZENSHIP
Pasqual Siegfried Managing Director Switzerland
Directors of Jenington International Inc.
NAME PRESENT PRINCIPAL OCCUPATION CITIZENSHIP
Pasqual Siegfried Managing Director of Norilsk Nickel Holding SA Switzerland
Skelton Directors Inc Nominee Director of Jenington International Inc. British Virgin Islands