Securities Exchange Act of 1934
January 19, 2006
Via Facsimile and First Class Mail
Richard Hall, Esq.
Cravath, Swaine & Moore LLP
825 Eighth Avenue
New York, NY 10019
Re: Tender Offer for Shares of Placer Dome Inc. by Barrick Gold Corporation
Dear Mr. Hall:
We are responding to your letter dated January 19, 2006 to Brian V. Breheny, Nicholas P. Panos and Celeste M. Murphy as supplemented by telephone conversations with the staff of the Division of Corporation Finance with regard to your request for exemptive relief. Our response is attached to the enclosed photocopy of your letter to avoid having to recite or summarize the facts presented in your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter.
Based on the representations in your letter, but without necessarily concurring in your analysis, the Commission hereby grants exemptions from:
- Rule 14d-11 under the Securities Exchange Act of 1934 (Exchange Act) to permit Barrick to keep the Subsequent Offering Period open to the later of 21 U.S. business days following the expiration of the Initial Offering Period and March 10, 2006, as and in the manner permitted by Canadian securities laws.
- Rules 14d-11(b) and (f) under the Exchange Act to permit the use of the Pro-Ration Mechanism during the Subsequent Offering Period.
- Rule 14d-11(e) under the Exchange Act to permit Barrick to take up and pay for Shares tendered during the Subsequent Offering Period within ten calendar days of the date the Shares are deposited under the Offer in accordance with Canadian tender offer law and practice.
- Rule 14d-10(a)(2) under the Exchange Act to permit Barrick to use the Pro-Ration Mechanism during the Subsequent Offering Period.
The foregoing exemptions are based solely on your representations and the facts presented in your letter dated January 19, 2006, as supplemented by telephone conversations with the staff of the Commission. The relief granted is strictly limited to the application of these rules to the Offer. You should discontinue the Offer pending further consultation with the staff of the Commission if any of the facts or representations set forth in your letter change.
We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 9(a), 10(b) and 14(e) of the Exchange Act and Rules 10b-5, 14e-1(d) and 14e-5 thereunder. The participants in the Offer must comply with these and any other applicable provisions of the federal securities laws. The Division of Corporation Finance expresses no view with respect to any other questions that may be raised by the Offer, including, but not limited to the adequacy of disclosure concerning and the applicability of any other federal or state laws to, the Offer.
For the Commission,
By the Division of Corporation Finance,
Pursuant to delegated authority,
Mauri L. Osheroff
Associate Director, Regulatory Policy
Division of Corporation Finance
The Incoming Letter is in Acrobat format.