UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14D-9/C
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
GOLD FIELDS LIMITED
(Name of Subject Company)
GOLD FIELDS LIMITED
(Name of Person(s) Filing Statement)
Ordinary Shares of par value Rand 0.50 each
American Depositary Shares, each representing one Ordinary Share
(Title of Class of Securities)
ZAE000018123 (Ordinary Shares)
38059T106 (American Depositary Shares)
(CUSIP Number of Class of Securities)
Cain Farrel
24 St Andrews Road
Parktown, 2193
South Africa
011-27-644-2400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
On Behalf of the Person(s) Filing Statement)
COPY TO:
Jennifer M. Schneck Linklaters One Silk Street London EC2Y 8HQ England 011-44-20-7456-2000 |
Scott V. Simpson Ann Beth Bejgrowicz Skadden, Arps, Meagher & Flom (UK) LLP 40 Bank Street, Canary Wharf London E14 5DS England 011-44-20-7519-7000 |
þ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
SIGNATURE | ||||||||
EXHIBIT INDEX | ||||||||
EX-99.1 | ||||||||
EX-99.2 | ||||||||
EX-99.3 | ||||||||
EX-99.4 |
ITEM 9. EXHIBITS.
Exhibit |
Description |
|
99.1 |
Gold Fields Limited letter to shareholders urging them to vote in favor of the proposed transaction with IAMGold Corporation, dated December 2, 2004 | |
99.2 |
Gold Fields Limited advertisement regarding the proposed transaction with IAMGold Corporation, dated December 2, 2004 | |
99.3 |
Gold Fields Limited advertisement urging shareholders to vote in favor of the proposed transaction with IAMGold Corporation, dated December 2, 2004 | |
99.4 |
Market and share performance data available on Gold Fields Limiteds website |
2
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/ NICHOLAS J. HOLLAND | |||
Name: | Nicholas J. Holland | |||
Title: | Executive Director and Chief Financial Officer |
|||
Date: | December 2, 2004 |
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EXHIBIT INDEX
Exhibit |
Description |
|
99.1 |
Gold Fields Limited letter to shareholders urging them to vote in favor of the proposed transaction with IAMGold Corporation, dated December 2, 2004 | |
99.2 |
Gold Fields Limited advertisement regarding the proposed transaction with IAMGold Corporation, dated December 2, 2004 | |
99.3 |
Gold Fields Limited advertisement urging shareholders to vote in favor of the proposed transaction with IAMGold Corporation, dated December 2, 2004 | |
99.4 |
Market and share performance data available on Gold Fields Limiteds website |
4