Kinam Gold, Inc., a Nevada corporation, (“Issuer”) has filed an application with the Securities and Exchange Commission (“Commission”), pursuant to section 12(d) of the Securities Exchange Act of 1934 (“Act”)  and rule 12d2-2(c) thereunder, to strike the $3.75 Series B Convertible Preferred Stock, par value, $1.00 per share (“Security”), from listing and registration on the American Stock Exchange LLC (“Amex” or “Exchange”).
The Board of Directors (“Board”) of the Issuer unanimously approved a resolution on April 1, 2002 to withdraw its Securities from listing on the Exchange. The Board cites the following reasons for its decision to withdraw its Security: (i) As the result of a tender offer made on February 20, 2002, by Kinross Gold Corporation (“Kinross”), which indirectly through a wholly-owned subsidiary, owned all of the issued and outstanding common stock of the Issuer and approximately 51.4% of the Security, Kinross now owns 100% of the common stock of the Issuer and 86.9% of the Security; (ii) as a result of Kinross's current ownership position, the Issuer controls approximately 99.6% of the vote with respect to all matters submitted jointly to the shareholders of the common stock and Security. In addition, Kinross controls the vote on all matters requiring approval of the Security voting separately as a single class; (iii) in the tender offer materials Kinross provided to its shareholders, Kinross indicated its intent to the Issuer to engage in a merger, recapitalization, or other transactions subsequent to the tender offer in which any remaining shareholders of the Security would be entitled to receive cash for their shares and, consequently, Kinross would be the sole remaining holder of the Security; and (iv) as of January 22, 2002, prior to the commencement of the tender offer, there were only 49 registered holders of the Issuer's Security. The number of registered holders was reduced to 32 as a result of the tender offer.
The Issuer states in its application that it has met the requirements of the Amex Rule 18 by complying with all applicable laws in effect in the state of Nevada, in which it is incorporated, and with the Amex's rules governing an issuer's voluntary withdrawal of a security from listing and registration. The Issuer's application relates solely to the withdrawal of the Securities from the Amex and registration under section 12(b) of the Act  and shall not affect its obligation to be registered under section 12(g) of the Act.
Any interested person may, on or before April 30, 2002, submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the Amex and what terms, if any, should be imposed by the Commission for the protection of investors. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.Start Signature
For the Commission, by the Division of Market Regulation, pursuant to delegated authority.
Jonathan G. Katz,
[FR Doc. 02-8996 Filed 4-12-02; 8:45 am]
BILLING CODE 8010-01-P