-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000947871-01-501192.txt : 20020413
<SEC-HEADER>0000947871-01-501192.hdr.sgml : 20020413
ACCESSION NUMBER:		0000947871-01-501192
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20011218

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			HOMESTAKE MINING CO /DE/
		CENTRAL INDEX KEY:			0000743872
		STANDARD INDUSTRIAL CLASSIFICATION:	GOLD & SILVER ORES [1040]
		IRS NUMBER:				942934609
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-35323
		FILM NUMBER:		1816872

	BUSINESS ADDRESS:	
		STREET 1:		1600 RIVIERA AVENUE SUITE 200
		CITY:			WALNUT CREEK
		STATE:			CA
		ZIP:			94596-3568
		BUSINESS PHONE:		9258171300

	MAIL ADDRESS:	
		STREET 1:		1600 RIVIERA AVENUE SUITE 200
		CITY:			WALNUT CREEK
		STATE:			CA
		ZIP:			94596-3568

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BARRICK GOLD CORP
		CENTRAL INDEX KEY:			0000756894
		STANDARD INDUSTRIAL CLASSIFICATION:	GOLD & SILVER ORES [1040]
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		ROYAL BK PLZ, SO TOWER, STE 2700
		STREET 2:		P O BOX 119
		CITY:			TORONTO ONTARIO CANA
		STATE:			A6
		BUSINESS PHONE:		4169239400

	MAIL ADDRESS:	
		STREET 1:		ROYAL BK PLZ SO TOWER STE 2700
		STREET 2:		P O BOX 119 TONONTO
		CITY:			ONTARIO M5H 2J3
		STATE:			A6

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BARRICK RESOURCES CORP
		DATE OF NAME CHANGE:	19860109
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>sc13da_121701-homestake.txt
<DESCRIPTION>AMENDMENT NO. 1 TO SCHEDULE 13D
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 13D/A

                    Under the Securities Exchange Act of 1934
                                (Amendment No. 1)

                            Homestake Mining Company
                                (Name of Issuer)

                          Common Stock, Par Value $1.00
                         (Title of Class of Securities)

                                    067901108
                                 (CUSIP Number)


                             Spencer D. Klein, Esq.
                               Shearman & Sterling
                              599 Lexington Avenue
                            New York, New York 10022
                            Telephone: (212) 848-7111

                       (Name, Address and Telephone Number
                    of Person Authorized to Receive Notices)

                                December 14, 2001
             (Date of Event which requires Filing of this Statement)



If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), ss. 240.13d-1(f) or ss. 240.13d-1(g),
check the following box |_|.

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on 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).

<PAGE>


                                  SCHEDULE 13D/A

- --------------------------------------------------------------------------------
1    Name of Reporting Person
     S.S. or I.R.S. Identification No. of Above Person
     Barrick Gold Corporation
- --------------------------------------------------------------------------------
2    Check the Appropriate Box if a Member of a Group
                (a)     |_|
                (b)     |X|
- --------------------------------------------------------------------------------
3    SEC Use Only
- --------------------------------------------------------------------------------
4    Source of Funds (See Instructions)          OO
- --------------------------------------------------------------------------------
5    Check if Disclosure of Legal Proceedings is Required Pursuant to
     Items 2(d) or 2(e).|_| N/A
- --------------------------------------------------------------------------------
6    Citizenship or Place of Organization:  Province of Ontario, Canada
- --------------------------------------------------------------------------------
                       7      Sole Voting Power
                              260,362,832 Common Shares
 NUMBER OF             ---------------------------------------------------------
  SHARES               8      Shared Voting Power
BENEFICIALLY                  0
  OWNED BY             ---------------------------------------------------------
   EACH                9      Sole Dispositive Power
 REPORTING                    260,362,832 Common Shares
  PERSON               ---------------------------------------------------------
   WITH                10     Shared Dispositive Power
                              0
- --------------------------------------------------------------------------------
11   Aggregate Amount Beneficially Owned by Each Reporting Person
     260,362,832 Common Shares
- --------------------------------------------------------------------------------
12   Check if the Aggregate Amount in Row (11) Excludes Certain Shares
     (See Instructions) |_| N/A
- --------------------------------------------------------------------------------
13   Percent of Class Represented by Amount in Row (11)
     100%
     *     Based upon 260,362,832 shares of Common Stock outstanding as of
           October 30, 2001, as represented and warranted by the Issuer in
           the Registration Statement on Form F-4 filed with the SEC on
           November 9, 2001.
- --------------------------------------------------------------------------------
14   Type of Reporting Person (See Instructions)
     CO
- --------------------------------------------------------------------------------

                                       2
<PAGE>


              This Amendment No. 1 (this "Final Amendment") amends and
supplements the Schedule 13D filed with the Securities and Exchange Commission
on July 7, 2001 (the "Schedule 13D") by Barrick Gold Corporation ("Barrick"),
and is filed to reflect information required by Rule 13d-2 under the Securities
Exchange Act of 1934, as amended, with respect to common stock, par value $1.00
per share (the "Common Stock"), of Homestake Mining Company, a Delaware
corporation (the "Issuer"). Capitalized terms used in this Final Amendment and
not otherwise defined herein have the meanings ascribed to such terms in the
Schedule 13D.

Item 4.   Purpose of Transaction

                  As of December 14, 2001, the Issuer has merged with and into
Homestake Merger Co., a Delaware corporation and an indirect, wholly-owned
subsidiary of Barrick ("Sub"), with the Issuer being the surviving corporation.
As of the effective time of the Merger, Barrick Holding Co., a
California corporation, is the sole stockholder of the Issuer, and the Issuer is
an indirect, wholly-owned subsidiary of Barrick.

Item 7.    Material to be Filed as Exhibits

Exhibit 1      -   Press release announcing completion of the merger.

                            [Signatures on next page]



<PAGE>


                                   SIGNATURES


                  After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in the Statement
is true, correct and complete.

DATED: December 18, 2001

                                               BARRICK GOLD CORPORATION

                                               By:  /s/   Sybil E. Veenman
                                                    ----------------------------
                                               Name:   Sybil E. Veenman
                                               Title:  Associate General Counsel
                                                       and Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>ex99-1to13da_121701.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
[BARRICK LOGO]                                                     Press Release

                           For Immediate Release
                           All amounts in United States dollars

                           Barrick Completes Merger with Homestake

                           Combination Creates World's Largest Gold Mining
                           Company by Market Capitalization

Investor Contact:          Toronto, December 14, 2001 ... Barrick Gold
Richard Young              Corporation (NYSE: ABX; TSE: ABX) today announced the
Vice President,            completion of its merger with Homestake Mining
Investor Relations         Company (NYSE: HM), strengthening Barrick's
Tel (416) 307-7431         leadership position as the most valuable gold mining
Fax (416) 861-0727         company by market capitalization. "Going forward, our
                           goal is to be the most profitable, lowest-cost
Media Contact:             producer, not to be the biggest producer," said
Vincent Borg               Randall Oliphant, Barrick's President and Chief
Vice President,            Executive Officer.
Corporate
Communications
Tel (416) 307-7477         Homestake shareholders strongly approved the merger
Fax (416) 861-1509         during a special meeting held earlier today. Under
                           the terms of the merger agreement, each share of
Internet:                  Homestake common stock was converted into 0.53
 http://www.barrick.com    Barrick common shares. The combined Company has
                           approximately 536 million shares outstanding. Former
                           holders of Homestake common stock now own
                           approximately 26% of the outstanding Barrick common
                           shares.

                           "This merger ties strength to strength," said Mr.
                           Oliphant, "creating a company with a stronger balance
                           sheet, stronger free cash flows and more
                           opportunities than either company had alone." Jack
                           Thompson, Homestake's Chairman and C.E.O., said: "We
                           are pleased that our shareholders have shown
                           overwhelming support for the merger, which uniquely
                           positions the combined Company for an exciting and
                           dynamic future."

                           The transaction creates the clear market leader in
                           four key areas:

Borrick Gold Corporation      o     Operating strength - provided by a large,
Royal Bank Plaza                    low-cost asset base with the lowest
South Tower, Suite 2700             geo-political risk profile among senior
Toronto, Canada                     producers in the gold industry (54% of the
M5J 2J3                             merged Company's reserves are in North
                                    America and Australia, with another 33% in
                                    South America);

<PAGE>


BARRICK GOLD CORPORATION                                             PAGE 2 OF 3

o    Financial strength - the industry's highest cash flows, only A-rated
     balance sheet and Premium Gold Sales Program, which has a 14-year track
     record of earning a premium to the spot price;

o    Capital markets strength - the largest market capitalization, roughly by a
     factor of two, with liquidity that is expected to place the combined
     Company in the top 100 of the S&P 500; and

o    A strong growth profile - with dominant land positions in the most prolific
     gold-producing regions in the world and a promising pipeline of new
     projects.

The Company has streamlined its management structure and appointed Homestake
executives to the team. Barrick has appointed Jack Thompson as Vice Chairman of
the Company and as a member of its Board of Directors. In addition, Homestake's
Steve Orr has been appointed as Vice President, North American Operations, and
Greg Lang as Vice President, Australian Operations. "This new team structure has
three key drivers: profitable growth, operational excellence and leadership
development," said Mr. Oliphant. The Company's corporate offices will continue
to be located in Toronto.

When the transaction was announced June 25, Barrick projected administrative and
financial synergies of at least $55 million annually beginning in 2002,
comprised of approximately $20 million in tax savings, $20 million in
administrative expense savings, and $15 million as a result of exploration
expense savings and the benefits of combining complementary operations. "Based
on the work done to date, the Company now expects to realize approximately $60
million next year, which we see as a base to build on for 2003," said Mr.
Oliphant.

Over and above these synergies, an integration team made up of two dozen people,
half Barrick and half Homestake, has been focusing on operating savings at each
of the mining operations. Another integration team, focused on development
projects, is assessing the Pascua and Veladero properties in Chile and Argentina
as an opportunity for future growth. The focus is on developing Pascua and
Veladero as a single, unified gold district, with benefits that are provided in
the form of lower capital and operating costs. The primary objective for 2002
will be to finalize the development plan for the Veladero Property.

Post-merger, Barrick's Premium Gold Sales Program will continue to provide
security during periods of low gold prices while maintaining flexibility to
participate in higher spot prices. With the inclusion of Homestake's hedge
position, the Program is very much in line with its historic parameters. The
Program had 18.3 million ounces in spot deferred contracts at average price of
$345 an ounce at the end of the third quarter this year. The Program is

<PAGE>


BARRICK GOLD CORPORATION                                             Page 3 of 3

expected to generate approximately $200 million annually in premiums for the
Company, continuing a 14-year track record in which the Program has earned an
additional $2 billion in revenue, or an average $68 per ounce premium to the
spot price. Going forward, a portion of Barrick's annual production is expected
to be sold into the spot market. This will provide additional participation in a
rising gold price environment while the Program continues to assure strong cash
flows.

The combined Company now has a reserve base of 84.3 million ounces(l) and is
expected to produce approximately 5.7 million ounces of gold at a cash cost of
about $165 per ounce in 2002. Barrick trades under the ticker symbol ABX on the
Toronto, New York, London and Swiss Stock Exchanges and the Paris Bourse.



Certain statements included herein, including those regarding, market
capitalization, production, cash costs, cash flows, costs synergies and
liquidity, constitute "forward looking statements" within the meaning of the
United States Private Securities Litigation Reform Act of 1995. Such forward
looking statements involve known and unknown risks, uncertainties and other
factors that may cause the actual results, performance or achievements of
Barrick or of the gold mining industry to be materially different from future
results, performance or achievements expressed or implied by those forward
looking statements. These risks, uncertainties and other factors include, but
are not limited to, changes in the worldwide price of gold or certain other
commodities and currencies and the risks involved in the exploration,
development and mining business. These factors are discussed in greater detail
in Barrick's most recent Annual Information Form and "Management's Discussion
and Analysis of Financial and Operating Results" on file with the U.S.
Securities and Exchange Commission and Canadian provincial securities regulatory
authorities.

(1) Calculated in accordance with the standards set out in National Instrument
43-101, as required by Canadian securities regulatory authorities, which are
different than the standards set out in U.S. Industry Guide 7 (under the
Securities Act of 1934).

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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