-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tmnh6ruC8/LhxOBMU8qa7bGFXyjMYvjD8QNzPTxvPEJ8SfO1OAV9P0iR9UIExefE mGhm8QcPv1wAzolOBTvgng== 0000898822-05-000360.txt : 20050429 0000898822-05-000360.hdr.sgml : 20050429 20050429151309 ACCESSION NUMBER: 0000898822-05-000360 CONFORMED SUBMISSION TYPE: CB PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20050429 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WMC RESOURCES LTD CENTRAL INDEX KEY: 0001208222 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: CB SEC ACT: 1934 Act SEC FILE NUMBER: 005-78761 FILM NUMBER: 05785084 BUSINESS ADDRESS: STREET 1: LEVEL 16, 6O CITY ROAD STREET 2: MELBOURNE CITY: VICTORIA AUSTRIALIA STATE: C3 ZIP: 3006 BUSINESS PHONE: 61(0)39685 6000 MAIL ADDRESS: STREET 1: GPO BOX 860K CITY: MELBOURNE VICTORIA STATE: C3 ZIP: 3006 FORMER COMPANY: FORMER CONFORMED NAME: WMC RESOURCES INC DATE OF NAME CHANGE: 20021129 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BHP BILLITON LTD CENTRAL INDEX KEY: 0000811809 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: C3 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: CB BUSINESS ADDRESS: STREET 1: LEVEL 27, 180 LONSDALE STREET STREET 2: MELBOURNE CITY: VICTORIA AUSTRALIA STATE: C3 ZIP: 3000 BUSINESS PHONE: 011611300554757 MAIL ADDRESS: STREET 1: GPO BOX 86A STREET 2: MELBOURNE CITY: VICTORIA AUSTRALIA STATE: C3 ZIP: 3001 FORMER COMPANY: FORMER CONFORMED NAME: BHP LTD DATE OF NAME CHANGE: 20010129 FORMER COMPANY: FORMER CONFORMED NAME: BROKEN HILL PROPRIETARY CO LTD DATE OF NAME CHANGE: 19960116 CB 1 ap29cb.txt FORM CB - APRIL 29, 2005 ---------------------------------- OMB APPROVAL ---------------------------------- OMB NUMBER: 3235-0518 EXPIRES: MARCH 31, 2005 ESTIMATED AVERAGE BURDEN HOURS PER RESPONSE......... 0.13 ----------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (AMENDMENT NO. _______) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) [ ] Securities Act Rule 802 (Exchange Offer) [ ] Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) [ ] Exchange Act Rule 14d-l(c) (Third Party Tender Offer) [X] Exchange Act Rule 14e-2(d) (Subject Company Response) [ ] Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8) [ ] Note: Regulation S-T Rule 101(b)(8) only permits the filing or submission of a Form CB in paper by a party that is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. WMC Resources Limited (Name of Subject Company) Not Applicable (Translation of Subject Company's Name into English (if applicable)) Commonwealth of Australia (Jurisdiction of Subject Company's Incorporation or Organization) BHP Billiton Limited and BHP Billiton Plc (Name of Person(s) Furnishing Form) ordinary shares and shares underlying American depositary shares (Title of Class of Subject Securities) --------------------------------------------------- (CUSIP Number of Class of Securities (if applicable)) - ------------------------------------------------------------------------------ John Fast Chief Legal Counsel BHP Billiton 180 Londsdale St. Melbourne, 3000 Australia Tel: +61 3 9609 3333 Fax: + 61 3 9609 3015 - ------------------------------------------------------------------------------ (Name, Address (including zip code) and Telephone Number (including area code) of Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company) Copies to: - -------------------------------------------------------------------------------- David A. Katz, Esq. David Williamson Partner Blake Dawson Waldron Wachtell, Lipton, Rosen & Katz Level 39 101 Collins Street 51 West 52nd Street Melbourne, Victoria 3000 New York, NY 10019-6150 Australia U.S.A. Tel: + 61 3 9679 3000 Tel: + 212 403 1000 Fax: + 61 3 9679 3111 Fax: + 212 403 2000 - -------------------------------------------------------------------------------- March 29, 2005 (Date Tender Offer/Rights Offering Commenced) * AN AGENCY MAY NOT CONDUCT OR SPONSOR, AND A PERSON IS NOT REQUIRED TO RESPOND TO, A COLLECTION OF INFORMATION UNLESS IT DISPLAYS A CURRENTLY VALID CONTROL NUMBER. ANY MEMBER OF THE PUBLIC MAY DIRECT TO THE COMMISSION ANY COMMENTS CONCERNING THE ACCURACY OF THIS BURDEN ESTIMATE AND ANY SUGGESTIONS FOR REDUCING THIS BURDEN. THIS COLLECTION OF INFORMATION HAS BEEN REVIEWED BY OMB IN ACCORDANCE WITH THE CLEARANCE REQUIREMENTS OF 44 U.S.C. 3507. SEC 2560 PERSONS WHO RESPOND TO THE COLLECTION (10-03) OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. PART I - INFORMATION SENT TO SECURITY HOLDERS Item 1. Home Jurisdiction Documents (a) Not applicable. (b) Not applicable. Item 2. Informational Legends Not applicable. PART II - INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS (1) Australian Stock Exchange announcements dated April 28, 2005 (Exhibits 1 through 5). (2) Not applicable. (3) Not applicable. PART III - CONSENT TO SERVICE OF PROCESS On March 11, 2005, BHP Billiton filed with the Securities and Exchange Commission an Irrevocable Consent and Power of Attorney on Form F-X. PART IV - 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. By: /s/ Karen Wood ---------------------------------- (Signature) Name: Karen Wood, Secretary ----------------------------------- (Name and Title) Date: April 29, 2005 EX-99 2 exletex.txt EXHIBIT 1 - EXTENSION LETTER Exhibit 1 [BHP Logo] BHP Billiton Limited 180 Lonsdale Street Melbourne Victoria 3000 Australia GPO BOX 86A Melbourne Victoria 3001 Australia Telephone: 9609 3333 Facsimile +61 3 9609 4372 bhpbilliton.com 28 April 2005 Mr Peter Horton Company Secretary WMC Resources Ltd And to: The Manager Companies Announcement Platform Australian Stock Exchange Limited TAKEOVER BID FOR WMC RESOURCES LTD - EXTENSION OF OFFER PERIOD BHP Billiton has extended the offer period for its takeover bid for WMC Resources. The offer now closes at 7:30 pm (Melbourne time) on 3 June 2005. Attached are: o a letter that is being sent by BHP Billiton to WMC Resources shareholders; o a notice by BHP Billiton Lonsdale Investments Pty Ltd pursuant to section 650D of the Corporations Act 2001 (C'th), giving formal notice of the extension of the offer period; and o a notice by BHP Billiton Lonsdale Investments Pty Ltd pursuant to section 630(2) of the Corporations Act, giving notice of 26 May 2005 as the new date for giving notice on the status of conditions of the offer. In addition, a formal notice declaring the offer free of the condition set out in clause 5.1(b) of the Bidder's Statement (FIRB approval condition) is also enclosed. Yours faithfully /s/ Karen Wood Karen Wood Company Secretary A member of the BHP Billiton group which is headquartered in Australia Registered Office: Level 27, 180 Lonsdale Street Melbourne Victoria 3000 Australia ABN 49 004 028 077 Registered in Australia EX-99 3 letwmce2.txt EXHIBIT 2 - LETTER TO WMC SHAREHOLDERS Exhibit 2 [BHP LOGO] BHP Billiton Limited 180 Lonsdale Street Melbourne Victoria 3000 Australia GPO BOX 86A Melbourne Victoria 3001 Australia 28 April 2005 Dear WMC Resources shareholder, BHP BILLITON'S OFFER FOR WMC RESOURCES EXTENDED I am writing to advise you that the offer by BHP Billiton Lonsdale Investments Pty Ltd for WMC Resources Ltd has been extended. The offer is now scheduled to close at 7.30pm Melbourne time on 3 June 2005. The formal notice extending the offer period is set out on the back of this letter. If you have any questions please do not hesitate to contact the Offer Information Line on: For Australian callers: 1300 365 849 For international callers: +61 3 9415 4254 For US callers: MacKenzie Partners, Inc. (212) 929 5500 (call collect) or (800) 322 2885 (toll-free) Yours sincerely, /s/ Karen Wood KAREN WOOD Company Secretary A member of the BHP Billiton group which is headquartered in Australia Registered Office: Level 27, 180 Lonsdale Street Melbourne Victoria 3000 Australia ABN 49 004 028 077 Registered in Australia EX-99 4 notvare3.txt EXHIBIT 3 - NOTICE OF VARIATION OF TAKEOVER Exhibit 3 A copy of this notice was lodged with the Australian Securities & Investments Commission ("ASIC") on 28 April 2005. ASIC takes no responsibility for the contents of the notice. NOTICE OF VARIATION OF TAKEOVER OFFERS FOR ALL OF THE ORDINARY SHARES IN WMC RESOURCES LTD TO: WMC RESOURCES LTD ABN 76 004 184 598 ("WMC RESOURCES") AND TO: The holders of all of the ordinary shares in WMC RESOURCES registered at 7:00pm Melbourne time on 21 March 2005 (the "Offerees") and to the holders of WMC Resources Options registered at 7:00pm Melbourne time on 21 March 2005. 1. EXTENSION OF OFFER PERIOD By this notice BHP Billiton Lonsdale Investments Pty Ltd ABN 75 004 346 972 ("BHP BILLITON LONSDALE") VARIES its offers dated 29 March 2005 for all of the ordinary shares in WMC Resources (the "OFFERS") by: (a) extending the period during which the Offers remain open for acceptance until 7.30pm Melbourne time on 3 June 2005; and (b) substituting the date "3 June 2005" for the date "6 May 2005", in clause 2 of the Offers. 2. DATE FOR GIVING NOTICE AS TO STATUS OF CONDITIONS The new date in clause 5.5 of the Offers for giving notice under section 630 of the Corporations Act as to the status of conditions in clause 5.1 of the Offers is 26 May 2005. DATED 28 April 2005 SIGNED on behalf of BHP Billiton Lonsdale Investments Pty Ltd by Charles W. Goodyear and John C. Fast being directors of BHP Billiton Lonsdale Investments Pty Ltd who are authorised to so sign by a resolution passed at a meeting of the directors of BHP Billiton Lonsdale Investments Pty Ltd. /s/ C.W. Goodyear - ------------------------------ C.W. GOODYEAR - DIRECTOR /s/ J.C. Fast - ----------------------------- J.C. FAST - DIRECTOR EX-99 5 not630e4.txt EXHIBIT 4 - NOTICE UNDER 630 Exhibit 4 NOTICE UNDER SECTION 630(2)(B) OF THE CORPORATIONS ACT 2001 (CTH) TO: WMC RESOURCES LTD ABN 76 004 184 598 ("WMC RESOURCES") BHP Billiton Lonsdale Investments Pty Ltd ABN 75 004 346 972 (BIDDER) GIVES NOTICE under section 630(2)(b) of the CORPORATIONS ACT 2001 (Cth) that: (a) as a result of extension of the period for which the offers dated 29 March 2005 by it under its off-market takeover bid to acquire all of the ordinary shares in WMC Resources are open for acceptance, the date for giving notice on the status of conditions in clause 5.5 of the offer is postponed to 26 May 2005; (b) the offers dated 29 March 2005 (the "OFFERS") by the Bidder under its off-market takeover bid to acquire all of the ordinary shares in WMC Resources are not free from the conditions set out in clause 5.1 of the Offers other than the following conditions: o FIRB approval (clause 5.1(b) of the Offers); o Hart-Scott-Rodino approval (clause 5.1(c) of the Offers); o European Union merger control approval (clause 5.1(d) of the Offers); and o ACCC approval (clause 5.1(e) of the Offers); (c) so far as the Bidder knows, the conditions set out in clause 5.1 of the Offers were, at the time of giving this notice, unfulfilled other than the following conditions: o FIRB approval (clause 5.1(b) of the Offers); o Hart-Scott-Rodino approval (clause 5.1(c) of the Offers); o European Union merger control approval (clause 5.1(d) of the Offers); and o ACCC approval (clause 5.1(e) of the Offers). DATED 28 April 2005 FOR AND ON BEHALF OF BHP BILLITON LONSDALE INVESTMENTS PTY LTD /s/ C.W. Goodyear -------------------------------------- C.W. GOODYEAR - DIRECTOR EX-99 6 notwave5.txt EXHIBIT 5 - NOTICE OF WAIVER OF CONDITION Exhibit 5 NOTICE UNDER SECTION 650F OF THE CORPORATIONS ACT 2001 (CTH) TO: Company Secretary WMC Resources Ltd Level 16 60 City Road SOUTHBANK VIC 3006 The Manager Company Announcements Office Australian Stock Exchange Limited 530 Collins Street MELBOURNE VIC 3000 BY THIS NOTICE, BHP Billiton Lonsdale Investments Pty Ltd ABN 75 004 346 972 (BHP BILLITON LONSDALE) DECLARES the offers dated 29 March 2005 made by it under an off-market takeover bid for all the ordinary shares of WMC Resources Ltd (WMC RESOURCES) and the contracts formed by the acceptance of any of those offers free from the condition set out in clause 5.1(b) of the offers (relating to Foreign Investment Review Board approval). The offers are now free of that condition. BHP Billiton Lonsdale's voting power in WMC Resources at the time of giving this notice is 3.10%. DATED 28 April 2005 FOR AND ON BEHALF OF BHP BILLITON LONSDALE INVESTMENTS PTY LTD /s/ C.W. Goodyear -------------------------------------- C. W. GOODYEAR - DIRECTOR -----END PRIVACY-ENHANCED MESSAGE-----