Kerr Addison Mines Ltd – ‘SC 13D/A’ on 5/11/98 re: Battle Mountain Gold Co

As of:  Monday, 5/11/98   ·   Accession #:  895345-98-297   ·   File #:  5-36832

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           8±    25K 
                          Ownership                                              

Document Table of Contents

UNITED STATES   
SECURITIES AND EXCHANGE COMMISSION    
WASHINGTON, D.C. 20549    

SCHEDULE 13D/A    

UNDER THE SECURITIES EXCHANGE ACT OF 1934   

(AMENDMENT NO. 2)*    

Battle Mountain Gold Company    
------------------------------------------------------------------------------- 
(Name of Issuer)    

Common Stock, par value $0.10 per share     
------------------------------------------------------------------------------- 
(Title Class of Securities)     

    07159310
------------------------------------------------------------------------------- 
(CUSIP Number)    

Kevin N. Thompson   
 Vice President, Secretary and Associate General Counsel
Noranda Inc.    
P.O. Box 755, BCE Place, 181 Bay Street, Suite 4100     
Toronto, Ontario M5J 2T3    
(416) 982-7475    
------------------------------------------------------------------------------- 
(Name, Address and Telephone Number of Person Authorized to     
Receive Notices and Communications)     

May 1, 1998     
------------------------------------------------------------------------------- 
   (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 Rule 13d-1(b)(3) or (4), check the              
following box |_|.                                                              

* 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).                                                   

SCHEDULE 13D          

CUSIP No. 07159310                           Page 2  of 8  Pages                

1   NAME OF REPORTING PERSON                                                    
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS                      

EdperPartners Limited                                                   

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  [ ]               
                                          (b)  [ ]

3   SEC USE ONLY                                                                

4   SOURCE OF FUNDS*                                                            

00                                                                      

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                    
PURSUANT TO ITEMS 2(d) or 2(e)                           [ ]            

6   CITIZENSHIP OR PLACE OF ORGANIZATION                                        

Ontario                                                                 

NUMBER OF      7  SOLE VOTING POWER                                         

SHARES           0                                                        

BENEFICIALLY    8  SHARED VOTING POWER                                        

OWNED BY EACH       0                                                           

REPORTING       9  SOLE DISPOSITIVE POWER                                     

PERSON WITH         0                                                           

10  SHARED DISPOSITIVE POWER                    

0                                       

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                

2,635,276 shares through its 4.0% indirect interest in its affiliate,   
Kerr Addison Mines Limited                                              

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)             [ ]               
EXCLUDES CERTAIN SHARES*                                                

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          

1.1%                                                                    

14  TYPE OF REPORTING PERSON*                                                   

CO                                                                      

SCHEDULE 13D          

CUSIP No. 07159310                           Page 3  of 8  Pages                

1   NAME OF REPORTING PERSON                                                    
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS                      

EdperBrascan Corporation                                                

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  [ ]               
                                          (b)  [ ]

3   SEC USE ONLY                                                                

4   SOURCE OF FUNDS*                                                            

00                                                                      

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                    
PURSUANT TO ITEMS 2(d) or 2(e)                           [ ]            

6   CITIZENSHIP OR PLACE OF ORGANIZATION                                        

Canada                                                                  

NUMBER OF      7  SOLE VOTING POWER                                         

SHARES           0                                                        

BENEFICIALLY    8  SHARED VOTING POWER                                        

OWNED BY EACH       0                                                           

REPORTING       9  SOLE DISPOSITIVE POWER                                     

PERSON WITH         0                                                           

10  SHARED DISPOSITIVE POWER                    

0                                       

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                

25,836,040 shares through its 39.6% indirect interest in its affiliate, 
Kerr Addison Mines Limited                                              

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)             [ ]               
EXCLUDES CERTAIN SHARES*                                                

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          

11.3%                                                                   

14  TYPE OF REPORTING PERSON*                                                   

CO                                                                      

SCHEDULE 13D          

CUSIP No. 07159310                           Page 4  of 8  Pages                

1   NAME OF REPORTING PERSON                                                    
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS                      

Noranda Inc.                                                            

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  [ ]               
                                          (b)  [ ]

3   SEC USE ONLY                                                                

4   SOURCE OF FUNDS*                                                            

00                                                                      

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                    
PURSUANT TO ITEMS 2(d) or 2(e)                           [ ]            

6   CITIZENSHIP OR PLACE OF ORGANIZATION                                        

Ontario                                                                 

NUMBER OF      7  SOLE VOTING POWER                                         

SHARES           0                                                        

BENEFICIALLY    8  SHARED VOTING POWER                                        

OWNED BY EACH       0                                                           

REPORTING       9  SOLE DISPOSITIVE POWER                                     

PERSON WITH         0                                                           

10  SHARED DISPOSITIVE POWER                    

0                                       

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                

65.242.526 shares through its direct and indirect interests in its      
affiliate, Kerr Addison Mines Limited                                   

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)             [ ]               
EXCLUDES CERTAIN SHARES*                                                

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          

28.5%                                                                   

14  TYPE OF REPORTING PERSON*                                                   

CO                                                                      

SCHEDULE 13D          

CUSIP No. 07159310                           Page 5  of 8  Pages                

1   NAME OF REPORTING PERSON                                                    
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS                      

Brenda Mines Ltd.                                                       

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  [ ]               
                                          (b)  [ ]

3   SEC USE ONLY                                                                

4   SOURCE OF FUNDS*                                                            

00                                                                      

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                    
PURSUANT TO ITEMS 2(d) or 2(e)                           [ ]            

6   CITIZENSHIP OR PLACE OF ORGANIZATION                                        

British Columbia                                                        

NUMBER OF      7  SOLE VOTING POWER                                         

SHARES           0                                                        

BENEFICIALLY    8  SHARED VOTING POWER                                        

OWNED BY EACH       0                                                           

REPORTING       9  SOLE DISPOSITIVE POWER                                     

PERSON WITH         0                                                           

10  SHARED DISPOSITIVE POWER                    

0                                       

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                

16,310,631 shares through its 25% interest in its affiliate,            
Kerr Addison Mines Limited                                              

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)             [ ]               
EXCLUDES CERTAIN SHARES*                                                

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          

7.1%                                                                    

14  TYPE OF REPORTING PERSON*                                                   

CO                                                                      

SCHEDULE 13D          

CUSIP No. 07159310                           Page 6  of 8  Pages                

1   NAME OF REPORTING PERSON                                                    
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS                      

Kerr Addison Mines Limited                                              

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  [ ]               
                                          (b)  [ ]

3   SEC USE ONLY                                                                

4   SOURCE OF FUNDS*                                                            

00                                                                      

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                    
PURSUANT TO ITEMS 2(d) or 2(e)                           [ ]            

6   CITIZENSHIP OR PLACE OF ORGANIZATION                                        

British Columbia                                                        

NUMBER OF      7  SOLE VOTING POWER                                         

SHARES           65,242,526 shares                                        

BENEFICIALLY    8  SHARED VOTING POWER                                        

OWNED BY EACH       0                                                           

REPORTING       9  SOLE DISPOSITIVE POWER                                     

PERSON WITH         65,242,526 shares                                           

10  SHARED DISPOSITIVE POWER                    

0                                       

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                

65,242,526 shares                                                       

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)             [ ]               
EXCLUDES CERTAIN SHARES*                                                

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          

28.5%                                                                   

14  TYPE OF REPORTING PERSON*                                                   

CO                                                                      

This Amendment No. 2 to the Schedule 13D, originally filed on July 30,
1996 (the "Original  Schedule  13D"), as amended by Amendment No. 1 thereto     
filed on February 18, 1998  ("Amendment No. 1"), and relating to the Common     
Stock, par value $0.10 per share (the "Common  Stock"),  of Battle Mountain     
Gold  Company,  a corporation  incorporated  under the laws of the State of     
Nevada ("BMG"), is being filed by EdperPartners Limited (formerly, Partners     
Limited), EdperBrascan Corporation, Noranda Inc. ("Noranda"), Brenda Mines      
Ltd., a direct and indirect  wholly-owned  subsidiary of Noranda,  and Kerr     
Addison Mines  Limited,  a direct and indirect  wholly-owned  subsidiary of     
Noranda  (collectively,  the  "Reporting  Persons").  Except  as  described     
herein, the information  contained in the Original Schedule 13D, as amended     
by Amendment No. 1, is unchanged.                                               

ITEMS 1 THROUGH 7, EXHIBITS AND SCHEDULES                                       

The Original  Schedule  13D, as amended by Amendment  No. 1, is hereby
amended to change all  references to "Partners  Limited" and  "Partners" to     
"EdperPartners Limited" and "EdperPartners," respectively. Partners Limited     
changed its name to EdperPartners Limited effective February 12, 1988.          

ITEM 4.           PURPOSE OF TRANSACTION                                        

Item 4 of the Original Schedule 13D, as amended by Amendment No. 1, is
hereby amended to add the following paragraph:                                  

At  Noranda's  request,  BMG  filed  on  May 1,  1998  a  registration
statement  on Form  S-3  (the  "BMG  Registration  Statement")  registering     
65,242,526  shares  of  Common  Stock  beneficially  owned by  Noranda.  As     
described  in  Item 2,  Noranda,  through  a  subsidiary,  owns  65,242,526     
exchangeable  shares (the "Exchangeable  Shares") of Battle Mountain Canada     
Limited.  Each  Exchangeable  Share is  exchangeable,  at the option of the     
holder  thereof,  into  one  share of  Common  Stock.  Once it is  declared     
effective,  the BMG  Registration  Statement  will enable Noranda or one or     
more of its wholly  owned  subsidiaries  (collectively  with  Noranda,  the     
"Selling  Shareholder")  to sell all or a portion  of the  shares of Common     
Stock  beneficially  owned  by the  Selling  Shareholder  in  one  or  more     
transactions  over time. If all 65,242,526 shares of Common Stock are sold,     
the Reporting  Persons will have  disposed of their entire  interest in the     
Common Stock.                                                                   

SIGNATURE   

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

May 6, 1998                                                                     

    NORANDA INC.

                 By:   /s/ Steven Astritis
                                 -----------------------------
                          Name:  Steven Astritis
                              Title: Assistant Secretary
                                               and Associate General Counsel

             EDPERPARTNERS LIMITED

                 By:   /s/ Brian D. Lawson
                                 -----------------------------
                          Name:  Brian D. Lawson
                              Title: Secretary-Treasurer

                EDPERBRASCAN CORPORATION

              By:   /s/ Alan V. Dean
                                 -----------------------------
                       Name:  Alan V. Dean
                                Title: Senior Vice-President

         BRENDA MINES LTD.

                   By:   /s/ David L. Bumstead
                                 -----------------------------
                            Name:  David L. Bumstead
                    Title: President

                  KERR ADDISON MINES LIMITED

                   By:   /s/ David L. Bumstead
                                 -----------------------------
                            Name:  David L. Bumstead
                   Title: Chairman

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D/A’ Filing		Date		Other Filings
Filed on:		5/11/98
		5/6/98
		5/1/98		S-3,  S-8
		2/18/98		SC 13D/A,  SC 13G/A
		7/30/96		SC 13D
				List all Filings