- Amended tender offer statement by Issuer (SC TO-I/A)
07 11월 2012 - 2:39AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER
SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
GOLD
RESERVE INC.
(Name of Subject Company (Issuer))
GOLD
RESERVE INC.
(Name of Filing Persons (Offeror))
5.50% Senior Subordinated Convertible Notes due 2022
(Title of Class of Securities)
38068N AB4
(CUSIP Number of Class of
Securities)
Rockne J. Timm
Chief Executive Officer
Gold Reserve Inc.
926 West Sprague Ave., Suite 200
Spokane, Washington 99201
(509) 623-1500
(Name, Address and Telephone Number of Person
Authorized
to Receive Notices and Communications on Behalf of
Filing Persons)
Copy to:
Albert G. McGrath, Jr.
Baker & McKenzie LLP
2300 Trammell Crow Center
2001 Ross Avenue
Dallas, TX 75201
Tel. (214) 978-3000
Fax. (214) 978-3099
CALCULATION OF FILING FEE
Transaction Valuation*
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Amount of Filing Fee**
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$
1,080,000
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$123.77
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*
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Calculated solely for
purposes of determining the filing fee. The amount represents the
principal amount of the 5.50% Senior Subordinated Convertible Notes due 2022
to which this offer relates.
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**
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The amount of the filing
fee was calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, and equals $114.60 for each $1,000,000 of
the value of the transaction.
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o
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Check the box if any part
of the fee is offset as provided by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify
the previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
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Amount
Previously Paid:
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Not applicable.
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Filing Party:
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Not applicable.
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Form or Registration No.:
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Not applicable.
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Date Filed:
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Not applicable.
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o
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Check the box if the filing
relates solely to preliminary communications made before the commencement of
a tender offer.
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Check
the appropriate boxes below to designate any transactions to which this
statement relates:
o
third-party tender offer subject to Rule 14d-1
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o
going-private transaction subject to Rule 13e-3
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x
issuer tender offer subject to Rule 13e-4
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o
amendment to Schedule 13D under Rule 13d-2
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Check
the following box if the filing is a final amendment reporting the results of
the tender offer.
o
EXPLANATORY NOTE
This Amendment Number 3 (“
Amendment No. 3
”) amends the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on September 18, 2012 by
Gold Reserve Inc., a company incorporated under the laws of Yukon, Canada (“GR” or the “Company”)
(as amended, the “
Schedule TO
”). This Amendment No. 3 is being filed to announce the extension of the “Expiration Date” (as defined in the Schedule TO) for holders of
the Company’s 5.50% Senior Subordinated Convertible Notes due 2022 issued by the Company on May 18, 2007 (the “Notes”)
.
This Amendment No. 3 is being filed solely to amend and supplement the Schedule TO as follows:
Pursuant to this Amendment No. 3, the Schedule TO, including all exhibits thereto (collectively, the “
Schedule TO Documents
”), are hereby amended to extend the Expiration Date for holders of the Notes to tender their Notes to 5:00 p.m., Eastern Time, on November 16, 2012. Accordingly, the defined term “
Expiration Date
” in the Schedule TO Documents shall hereby be amended to mean 5:00 p.m., Eastern Time, on November 16, 2012. All other terms and conditions of the Schedule TO Documents shall remain unchanged and in full force and effect.
Item 1.
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Summary Term Sheet
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The information contained in the sections entitled “Summary” in the Schedule TO is hereby amended and supplemented by the information set forth under Item 4(a) below, which information is incorporated herein by reference.
Item 4.
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Terms of the Transaction
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(a) The information set forth under “Summary, “Procedures to be Followed by Holders Electing to Accept the Offer” and “The Offer” in the Offer and Item 4(a) of the Schedule TO, to the extent such Item 4(a) incorporates by reference the information contained in the Offer, is hereby amended by inserting the following immediately after the last paragraph of each such section:
“The Expiration Date of the Offer is extended to 5:00 p.m., New York City time, on November 16, 2012. As of November 5, 2012, Notes in the aggregate amount of $38,000 have been tendered by the holders of the $1,080,000 of outstanding Notes that are not held by the four largest Noteholders. The press release issued by the Company announcing the extension of the Offer is attached hereto as Exhibit (a)(5)(D) and is incorporated herein by reference.”
Item 11.
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Additional Information
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(b) The information set forth under Item 11(b) of the Schedule TO, to the extent such Item 11(b) incorporates by reference the information contained in the Offer, including the Letter of Transmittal, is hereby amended and supplemented by the information set forth under Item 4(a) above, which information is incorporated herein by reference.
Item 12. Exhibits.
Exhibit No.
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Description
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(a)(1)(A)
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Notice of Offer to Holders of its 5.50% Senior Subordinated Convertible Notes due 2022, dated September 18, 2012, as amended October 29, 2012
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(a)(1)(B)
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Letter of Transmittal
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(a)(1)(C)
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Form of Notice of Withdrawal
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(a)(5)(A)
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Press Release issued by GR on September 18, 2012
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(a)(5)(B)
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Press Release issued by GR on October 17, 2012
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(a)(5)(C)
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Press Release issued by GR on October 29, 2012
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(a)(5)(D)
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Press Release issued by GR on November 6, 2012*
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(b)
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Not applicable
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(d)(1)
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Indenture, dated May 18, 2007, by and among GR, and The Bank of New York Mellon, as successor in interest to The Bank of New York, as Trustee and the Co-Trustee named therein, incorporated by reference to Exhibit 7.1 to GR’s Registration Statement on Form F-10 (File 333-142944) filed with the U.S. SEC on May 14, 2007
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(d)(2)
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Agreement and Plan of Merger, dated as of October 5, 1998, by and among Gold Reserve Corporation (predecessor issuer), Gold Reserve Inc. (successor issuer) and GR–Merger Corp filed as Annex I to the Proxy Statement/Joint Prospectus included as a part of the Company’s Registration Statement on Form S-4 (Registration No. 333-68061) filed with the SEC on November 27, 1998 and incorporated by reference herein
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(d)(3)
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Exchange Agreement by and among Gold Reserve Corporation, the Company, TranSecurities International, Inc. and Holders of Unit Shares, dated November 17, 1998 filed as Exhibit 4.1 to the Proxy Statement/Joint Prospectus included as a part of the Company’s Registration Statement on Form S-4 (Registration No. 333-68061) filed with the SEC on November 27, 1998 and incorporated by reference herein
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(d)(4)
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Restated Articles of
Incorporation of the Company filed as Exhibit 3.1 to the Proxy
Statement/Joint Prospectus included as a part of the Company’s Registration
Statement on Form S-4 (Registration No. 333-68061) filed with the SEC
on November 27, 1998 and incorporated by reference herein
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(d)(5)
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Bylaws of the Company filed
as Exhibit 3.2 to the Proxy Statement/Joint Prospectus included as a part of
the Company’s Registration Statement on Form S-4 (Registration No. 333-68061)
filed with the SEC on November 27, 1998 and incorporated by reference herein
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(d)(6)
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Form of Certificate for the
Company’s Class A common shares filed as Exhibit 4.4 to the Proxy
Statement/Joint Prospectus included as a part of the Company’s Registration
Statement on Form S-4 (Registration No. 333-68061) filed with the SEC on
November 27, 1998 and incorporated by reference herein
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(d)(7)
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Form of Certificate for the
Unit Share filed as Exhibit 4.5 to the Proxy Statement/Joint Prospectus
included as a part of the Company’s Registration Statement on Form S-4
(Registration No. 333-68061) filed with the SEC on November 27, 1998 and
incorporated by reference herein
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(d)(8)
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Shareholder Rights Plan
Agreement, as amended, of the Company (including form of Rights Certificate)
filed as Exhibit 99.1, Appendix C of the Company’s Form 6-K filed with the
SEC on May 14, 2009 and incorporated by reference herein
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(d)(9)
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Form of Change of Control
Agreement entered into by and among Gold Reserve Inc., Gold Reserve
Corporation and, individually, each of Rockne J. Timm and A. Douglas Belanger
filed as Exhibit (e)(1) of the Company’s Schedule 14D-9 filed with the SEC on
December 30, 2008 and incorporated by reference herein
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(d)(10)
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Form of Change of Control
Agreement entered into by and among Gold Reserve Inc., Gold Reserve
Corporation and, individually, each of James P. Geyer, Robert A. McGuinness,
Mary E. Smith, and David P. Onzay filed as Exhibit (e)(2) of the Company’s
Schedule 14D-9 filed with the SEC on December 30, 2008 and incorporated by
reference herein†
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(d)(11)
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Gold Reserve Inc. Equity
Incentive Plan filed as Exhibit 3.2 to the Company’s Form 20-F (File No.
001-31819) filed with the SEC on April 3, 2006 and incorporated by reference
herein†
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(d)(12)
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Gold Reserve Inc.
Venezuelan Equity Incentive Plan filed as Exhibit 4.1 to the Company’s
Registration Statement on Form S-8 (Registration No. 333-152883) filed with
the SEC on April 3, 2006 and incorporated by reference herein†
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(d)(13)
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Gold Reserve KSOP filed as
Exhibit 4.1 to the Company’s Registration Statement on Form S-8
filed with the SEC on August 29, 2007 and incorporated by reference herein†
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(d)(14)
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Gold Reserve Inc. Director
and Employee Retention Plan filed as Exhibit (e)(6) of the Company’s Schedule
14D-9 filed with the SEC on December 30, 2008 and incorporated by reference
herein†
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(d)(15)
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Notice of Grant
of Stock Options and Option Agreement filed as Exhibit 10.1 to the Company’s
Form 10-Q (File No. 001-31819) filed with the SEC on August 12, 2011 and
incorporated by reference herein
†
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(d)(16)
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First Amendment to
Shareholder Rights Plan Agreement filed as Appendix B to the Company’s Proxy
Statement/Information Circular filed with the SEC on June 1, 2012 and
incorporated herein by reference
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(d)(17)
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Subordinated Note
Restructuring Agreement dated May 25, 2012 filed as Exhibit 99.1 to the
Company’s Form 6-K (File No. 001-31819) filed with the
SEC on May 30, 2012 and incorporated by reference herein
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(d)(18)
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Amended and Restated
Subordinated Note Restructuring Agreement dated July 3, 2012 filed as Exhibit
99.1 to the
Company’s Form 6-K (File No. 001-31819)
filed with the SEC on July 5, 2012 and incorporated by reference herein
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(d)(19)
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Second Amended and Restated
Subordinated Note Restructuring Agreement dated September 13, 2012 filed as
Exhibit 99.1 to the Company’s Form 6-K filed with the SEC on September 18,
2012 and incorporated by reference herein
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(g)
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Not applicable
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(h)
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Not applicable
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* Filed herewith
†
Management contract or compensatory plan or arrangement
Item
13. Information Required by Schedule 13E-3.
Not applicable.
SIGNATURE
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.
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GOLD RESERVE INC.
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By:
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/s/ Rockne J. Timm
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Name: Rockne J. Timm
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Title: Chief
Executive Officer
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Dated:
November 6, 2012
EXHIBIT INDEX
Exhibit No.
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Description
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(a)(1)(A)
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Notice of Offer to Holders
of its 5.50% Senior Subordinated Convertible Notes due 2022, dated September
18, 2012, as amended October 29, 2012
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(a)(1)(B)
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Letter of Transmittal
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(a)(1)(C)
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Form of Notice of
Withdrawal
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(a)(5)(A)
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Press Release issued by GR
on September 18, 2012
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(a)(6)(A)
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Press Release
issued by GR on October 17, 2012
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(a)(5)(C)
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Press Release
issued by GR on October 29, 2012
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(a)(5)(D)
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Press Release
issued by GR on November 6, 2012*
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(b)
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Not applicable
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(d)(1)
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Indenture, dated May 18,
2007, by and among GR, and The Bank of New York Mellon, as successor in
interest to The Bank of New York, as Trustee and the Co-Trustee named
therein, incorporated by reference to Exhibit 7.1 to GR’s Registration
Statement on Form F-10 (File 333-142944) filed with the U.S. SEC on May 14,
2007
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(d)(2)
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Agreement and Plan of
Merger, dated as of October 5, 1998, by and among Gold Reserve Corporation
(predecessor issuer), Gold Reserve Inc. (successor issuer) and GR–Merger Corp
filed as Annex I to the Proxy Statement/Joint Prospectus included as a part
of the Company’s Registration Statement on Form S-4 (Registration No.
333-68061) filed with the SEC on November 27, 1998 and incorporated by reference
herein
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(d)(3)
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Exchange Agreement by and
among Gold Reserve Corporation, the Company, TranSecurities International,
Inc. and Holders of Unit Shares, dated November 17, 1998 filed as
Exhibit 4.1 to the Proxy Statement/Joint Prospectus included as a part
of the Company’s Registration Statement on Form S-4 (Registration No.
333-68061) filed with the SEC on November 27, 1998 and incorporated by
reference herein
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(d)(4)
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Restated Articles of
Incorporation of the Company filed as Exhibit 3.1 to the Proxy
Statement/Joint Prospectus included as a part of the Company’s Registration
Statement on Form S-4 (Registration No. 333-68061) filed with the SEC
on November 27, 1998 and incorporated by reference herein
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(d)(5)
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Bylaws of the Company filed
as Exhibit 3.2 to the Proxy Statement/Joint Prospectus included as a part of
the Company’s Registration Statement on Form S-4 (Registration No. 333-68061)
filed with the SEC on November 27, 1998 and incorporated by reference herein
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(d)(6)
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Form of Certificate for the
Company’s Class A common shares filed as Exhibit 4.4 to the Proxy
Statement/Joint Prospectus included as a part of the Company’s Registration
Statement on Form S-4 (Registration No. 333-68061) filed with the SEC on
November 27, 1998 and incorporated by reference herein
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(d)(7)
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Form of Certificate for the
Unit Share filed as Exhibit 4.5 to the Proxy Statement/Joint Prospectus
included as a part of the Company’s Registration Statement on Form S-4
(Registration No. 333-68061) filed with the SEC on November 27, 1998 and
incorporated by reference herein
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(d)(8)
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Shareholder Rights Plan
Agreement, as amended, of the Company (including form of Rights Certificate)
filed as Exhibit 99.1, Appendix C of the Company’s Form 6-K filed with the
SEC on May 14, 2009 and incorporated by reference herein
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(d)(9)
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Form of Change of Control
Agreement entered into by and among Gold Reserve Inc., Gold Reserve
Corporation and, individually, each of Rockne J. Timm
and A. Douglas Belanger filed as Exhibit (e)(1) of the Company’s Schedule
14D-9 filed with the SEC on December 30, 2008 and incorporated by reference
herein
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(d)(10)
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Form of Change of Control
Agreement entered into by and among Gold Reserve Inc., Gold Reserve Corporation
and, individually, each of James P. Geyer, Robert A. McGuinness, Mary E.
Smith, and David P. Onzay filed as Exhibit (e)(2) of the Company’s Schedule
14D-9 filed with the SEC on December 30, 2008 and incorporated by reference
herein†
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(d)(11)
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Gold Reserve Inc. Equity
Incentive Plan filed as Exhibit 3.2 to the Company’s Form 20-F (File No.
001-31819) filed with the SEC on April 3, 2006 and incorporated by reference
herein†
|
|
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(d)(12)
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Gold Reserve Inc.
Venezuelan Equity Incentive Plan filed as Exhibit 4.1 to the Company’s
Registration Statement on Form S-8 (Registration No. 333-152883) filed with
the SEC on April 3, 2006 and incorporated by reference herein†
|
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(d)(13)
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Gold Reserve KSOP filed as
Exhibit 4.1 to the Company’s Registration Statement on Form S-8
filed with the SEC on August 29, 2007 and incorporated by reference herein†
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(d)(14)
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Gold Reserve Inc. Director
and Employee Retention Plan filed as Exhibit (e)(6) of the Company’s Schedule
14D-9 filed with the SEC on December 30, 2008 and incorporated by reference
herein†
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(d)(15)
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Notice of Grant
of Stock Options and Option Agreement filed as Exhibit 10.1 to the Company’s
Form 10-Q (File No. 001-31819) filed with the SEC on August 12, 2011 and incorporated
by reference herein
†
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(d)(16)
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First Amendment to
Shareholder Rights Plan Agreement filed as Appendix B to the Company’s Proxy
Statement/Information Circular filed with the SEC on June 1, 2012 and
incorporated herein by reference
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(d)(17)
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Subordinated Note
Restructuring Agreement dated May 25, 2012 filed as Exhibit 99.1 to the
Company’s Form 6-K (File No. 001-31819) filed with the
SEC on May 30, 2012 and incorporated by reference herein
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(d)(18)
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Amended and Restated Subordinated
Note Restructuring Agreement dated July 3, 2012 filed as Exhibit 99.1 to the
Company’s Form 6-K (File No. 001-31819) filed with the
SEC on 5, 2012 and incorporated by reference herein
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(d)(19)
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Second Amended and Restated
Subordinated Note Restructuring Agreement dated September 13, 2012 filed as
Exhibit 99.1 to the Company’s Form 6-K filed with the SEC on September 18,
2012 and incorporated by reference herein
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(g)
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Not applicable
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(h)
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Not applicable
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* Filed herewith
† Management
contract or compensatory plan or arrangement
Exhibit (a)(5)(D)
NR -12-13
Gold Reserve Announces Extension of Expiration Date of
Offer for Remaining 5.50%
Senior Subordinated Convertible Notes due 2022
SPOKANE,
WASHINGTON, November 6, 2012
Gold
Reserve Inc. (TSX VENTURE:GRZ) (NYSE-MKT:GRZ) (the “Company”) announced today
that it is notifying holders of approximately 1.3% of its 5.50% Senior
Subordinated Convertible Notes due 2022 (the “Notes”) (representing $1,080,000
in aggregate principal amount) of the extension of the “Expiration Date”
of its offer (“Offer”) to participate in a restructuring transaction that
has been agreed to with its four largest Noteholders representing approximately
98.7% of the outstanding Notes. The Company has extended the “Expiration Date”
for the Offer to 5:00 p.m., Eastern Time, on November 16, 2012.
As
of November 5, 2012, Notes in the aggregate amount of $38,000 have been
tendered by the holders of the $1,080,000 of outstanding Notes that are not
held by the four largest Noteholders. The four largest Noteholders have
delivered their Notes to the Agent for the Offer. The terms and conditions of
the Offer were set forth in the Tender Offer Statement filed on Schedule TO,
and the letter of transmittal and the related offer materials filed as
exhibits, which were filed with the Securities and Exchange Commission
("SEC") on September 18, 2012, as amended on October 29, 2012. The
Offer, letters of transmittal and related offer documents may be obtained free
of charge at the SEC's website, www.sec.gov, or by directing a request to the
Company.
This
press release shall not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of these securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful.
Further information regarding the Company can be located
at
www.goldreserveinc.com
,
www.sec.gov
and
www.sedar.com
.
Company
Contact
A.
Douglas Belanger, President
926
W. Sprague Ave., Suite 200
Spokane,
WA 99201 USA
Tel.
(509) 623-1500
Fax
(509) 623-1634
"
Neither
the TSX Venture Exchange nor its Regulation Services Provider (as that term is
defined in policies of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release."
Gold Reserve (AMEX:GRZ)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 5월(5) 2024
Gold Reserve (AMEX:GRZ)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024