Metallica Resources Inc - Statement of Ownership (SC 13G)
15 4월 2008 - 4:58AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.
)*
METALLICA RESOURCES INC.
COMMON STOCK WITHOUT PAR VALUE
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(Title of Class of Securities)
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59125J104
April 3, 2008
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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The information required in
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
).
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CUSIP No. 59125J104
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13G
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Page 2 of 12 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Highfields Capital Management LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
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(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5. SOLE VOTING POWER
5,329,850*
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6. SHARED VOTING POWER
0
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7. SOLE DISPOSITIVE POWER
5,329,850*
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8. SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,329,850*
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%*
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 59125J104
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13G
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Page 3 of 12 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Highfields GP LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5. SOLE VOTING POWER
5,329,850*
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6. SHARED VOTING POWER
0
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7. SOLE DISPOSITIVE POWER
5,329,850*
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8. SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,329,850*
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%*
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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CUSIP No. 59125J104
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13G
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Page 4 of 12 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Highfields Associates LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5. SOLE VOTING POWER
5,329,850*
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6. SHARED VOTING POWER
0
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7. SOLE DISPOSITIVE POWER
5,329,850*
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8. SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,329,850*
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%*
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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CUSIP No. 59125J104
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13G
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Page 5 of 12 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jonathon S. Jacobson
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5. SOLE VOTING POWER
5,329,850*
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6. SHARED VOTING POWER
0
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7. SOLE DISPOSITIVE POWER
5,329,850*
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8. SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,329,850*
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%*
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 59125J104
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13G
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Page 6 of 12 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard L. Grubman
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5. SOLE VOTING POWER
5,329,850*
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6. SHARED VOTING POWER
0
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7. SOLE DISPOSITIVE POWER
5,329,850*
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8. SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,329,850*
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%*
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 59125J104
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13G
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Page 7 of 12 Pages
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Item 1(a).
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Name of Issuer:
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Metallica Resources Inc. (the
Issuer)
Item 1(b).
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Address of Issuers Principal Executive Offices:
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36 Toronto Street, Suite 1000, Toronto, Ontario, Canada M5C 2C5
Item 2(a).
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Name of Person Filing:
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This statement is being
filed by the following persons with respect to the shares of common stock (Common Stock) of the Issuer directly owned by Highfields Capital I LP (Highfields I), Highfields Capital II LP (Highfields II) and
Highfields Capital III L.P. (Highfields III and, collectively, the Funds):
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(i)
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Highfields Capital Management LP, a Delaware limited partnership (Highfields Capital Management) and investment manager to each of the Funds;
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(ii)
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Highfields GP LLC, a Delaware limited liability company (Highfields GP) and the General Partner of Highfields Capital Management;
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(iii)
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Highfields Associates LLC, a Delaware limited liability company (Highfields Associates) and the General Partner of the Funds;
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(iv)
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Jonathon S. Jacobson, a Managing Member of Highfields GP and a Senior Managing Member of Highfields Associates; and
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(v)
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Richard L. Grubman, a Managing Member of Highfields GP and a Senior Managing Member of Highfields Associates.
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Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson and Mr. Grubman are sometimes individually referred to herein
as a Reporting Person and collectively as the Reporting Persons.
Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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Address for Highfields Capital Management, Highfields GP, Highfields Associates,
Mr. Jacobson and
Mr. Grubman:
c/o Highfields Capital Management
John Hancock Tower
200 Clarendon Street, 59th Floor
Boston, Massachusetts 02116
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CUSIP No. 59125J104
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13G
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Page 8 of 12 Pages
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Highfields Capital Management
Delaware
Highfields GP Delaware
Highfields Associates Delaware
Jonathon S. Jacobson United States
Richard L. Grubman United States
Item 2(d).
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Title of Class of Securities:
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Common Stock without
par value
59125J104
For Highfields Capital Management,
Highfields GP, Highfields Associates, Mr. Jacobson and Mr. Grubman:
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(a)
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Amount beneficially owned: 5,329,850 shares of Common Stock
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(b)
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Percent of class: 5.7%
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(c)
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Number of shares of Common Stock as to which such person has:
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(i)
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Sole power to vote or to direct the vote: 5,329,850
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 5,329,850
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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The information set forth herein includes shares of Common Stock that the Reporting Persons are entitled to acquire through warrants.
Item 5.
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Ownership of Five Percent or Less of a Class.
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Not
applicable.
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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The shares of Common Stock beneficially owned by Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson and Mr. Grubman are beneficially owned by the Funds. Each of Highfields I,
Highfields II and Highfields III individually
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CUSIP No. 59125J104
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13G
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Page 9 of 12 Pages
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owns less than 5% of the shares of Common Stock. Highfields Capital Management serves as the
investment manager to each of the Funds. Each of Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson and Mr. Grubman has the power to direct the dividends from or the proceeds of the sale of the shares of
Common Stock owned by the Funds.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
Item 9.
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Notice of Dissolution of Group.
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Not applicable.
By signing below I certify that, to
the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 59125J104
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13G
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Page 10 of 12 Pages
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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.
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April 14, 2008
Date
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HIGHFIELDS CAPITAL MANAGEMENT LP
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By: Highfields GP LLC, its General Partner
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/s/ Joseph F. Mazzella
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Signature
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Joseph F. Mazzella, Authorized Signatory
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Name/Title
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HIGHFIELDS GP LLC
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/s/ Joseph F. Mazzella
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Signature
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Joseph F. Mazzella, Authorized Signatory
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Name/Title
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HIGHFIELDS ASSOCIATES LLC
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/s/ Joseph F. Mazzella
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Signature
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Joseph F. Mazzella, Authorized Signatory
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Name/Title
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JONATHON S. JACOBSON
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/s/ Joseph F. Mazzella
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Signature
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Joseph F. Mazzella, Authorized Signatory
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Name/Title
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RICHARD L. GRUBMAN
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/s/ Joseph F. Mazzella
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Signature
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Joseph F. Mazzella, Authorized Signatory
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Name/Title
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CUSIP No. 59125J104
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13G
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Page 11 of 12 Pages
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EXHIBIT INDEX
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Exhibit 1.
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Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
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CUSIP No. 59125J104
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13G
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Page 12 of 12 Pages
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Exhibit 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements.
The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the
completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
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April 14, 2008
Date
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HIGHFIELDS CAPITAL MANAGEMENT LP
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By: Highfields GP LLC, its General Partner
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/s/ Joseph F. Mazzella
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Signature
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Joseph F. Mazzella, Authorized Signatory
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Name/Title
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HIGHFIELDS GP LLC
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/s/ Joseph F. Mazzella
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Signature
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Joseph F. Mazzella, Authorized Signatory
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Name/Title
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HIGHFIELDS ASSOCIATES LLC
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/s/ Joseph F. Mazzella
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Signature
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Joseph F. Mazzella, Authorized Signatory
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Name/Title
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JONATHON S. JACOBSON
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/s/ Joseph F. Mazzella
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Signature
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Joseph F. Mazzella, Authorized Signatory
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Name/Title
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RICHARD L. GRUBMAN
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/s/ Joseph F. Mazzella
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Signature
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Joseph F. Mazzella, Authorized Signatory
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Name/Title
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Metallica (AMEX:MRB)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Metallica (AMEX:MRB)
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부터 6월(6) 2023 으로 6월(6) 2024