sc0032.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2)


Harry Winston Diamond Corporation
(Name of Issuer)

Common Shares
(Title of Class of Securities)

41587B100
(CUSIP Number)

Geoffrey P. Gold, Esq.
Kinross Gold Corporation
Executive Vice President and Chief Legal Officer
25 York Street, Suite 1700,
Toronto, Ontario, Canada   M5J 2V5
 
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

March 28, 2011
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13(g), check the following box o.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 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).
 
 
 
 
 
 
SCHEDULE 13D
CUSIP No. 41587B100
    
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kinross Gold Corporation
EIN: 650430083
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ¨
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS (See instructions)
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Province of Ontario, Canada
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
– 0  –
8
SHARED VOTING POWER
– 0  –
9
SOLE DISPOSITIVE POWER
– 0  –
10
SHARED DISPOSITIVE POWER
– 0  –
11
AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
– 0  –
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions)     o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14
TYPE OF REPORTING PERSON (See instructions)
CO

 
 
 
 
 
 
ITEM 1.
SECURITY AND ISSUER
 
This Amendment No. 2 to Schedule 13D (this “Statement”) relates to the Common Shares (the “Common Shares”) of Harry Winston Diamond Corporation (the “Issuer”), a corporation organized under the federal laws of Canada, and amends the Schedule 13D filed by Kinross Gold Corporation (the “Reporting Person”), a corporation organized under the laws of the Province of Ontario, Canada, on September 7, 2010 and amended on October 1, 2010 (as so amended, the “Previous Statement”).  The principal executive offices of the Issuer are located at P.O. Box 4569, Station A, Toronto, Ontario, Canada, M5W 4T9.
 
 
ITEM 2.
IDENTITY AND BACKGROUND
 
Item 2 of the Previous Statement is hereby updated as follows, to reflect changes to the directors and executive officers of the Reporting Person:
 
The name, business address, present principal occupation or employment and citizenship of the Reporting Person and each executive officer and director of the Reporting Person is set forth in Schedule A, which is attached hereto and incorporated herein by reference.
 
 
ITEM 4.
PURPOSE OF TRANSACTION
 
Item 4 of the Previous Statement is hereby updated to include the following additional disclosure:
 
On March 28, 2011, the Reporting Person sold its entire holdings of Common Shares, consisting of 7,142,857 Common Shares, on an underwritten block trade basis at a price of C$ 13.75 per Common Share, for aggregate gross proceeds of C$ 98,214,283, pursuant to a bid letter, dated as of March 23, 2011 (the “Bid Letter”), between the Reporting Person and RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., GMP Securities L.P. and Morgan Stanley Canada Limited.  The Bid Letter is filed as Exhibit 99.3 to this Statement and is hereby incorporated by reference into this Item 4.
 
 
ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER
 
Item 5 of the Previous Statement is hereby amended and restated in its entirety as follows:
 
(a), (b)                                As of March 28, 2011, the Reporting Person does not beneficially own any Common Shares; and, to the knowledge of the Reporting Person, none of the other persons named in Item 2 beneficially owns any Common Shares.
 
(c)           Neither the Reporting Person nor, to the knowledge of the Reporting Person, any other person named in Item 2 has effected any transactions in Common Shares during the sixty days preceding the filing of this Statement.
 
(d)           Not applicable.
 
(e)           The Reporting Person ceased to be the beneficial owner of more than five percent of the Common Shares on March 28, 2011.
 
 
 
- 2 -
 
 
ITEM 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
 
Item 6 of the Previous Statement is hereby amended and restated in its entirety as follows:
 
The information set forth or incorporated by reference in Item 4 is hereby incorporated by reference into this Item 6.
 
On August 11, 2010 the Reporting Person entered into a Purchase Agreement with the Issuer pursuant to which the Reporting Person agreed to sell its interest in Harry Winston Diamond Limited Partnership to the Issuer for total consideration of approximately $220 million, comprised of $50 million cash, a note payable in the amount of $70 million (the “Note”) and 7,142,857 Common Shares.
 
The Note matures on August 25, 2011 and bears interest at an annual rate of 5%.  Pursuant to the terms of the Note, the Issuer may, at its option and subject to certain conditions, repay amounts owing under the Note by issuing additional Common Shares to the Reporting Person, which Common Shares shall be valued by reference to the volume-weighted trading price of the Common Shares on the Toronto Stock Exchange for the five trading days preceding the maturity date, subject to a 10% discount.  Common Shares may be issued to the Reporting Person by the Issuer in satisfaction of amounts owing under the Note only to the extent that the issuance of such Common Shares to the Reporting Person would not result in the Reporting Person holding more than 19.9% of the issued and outstanding Common Shares of the Issuer.  If the Issuer determines to satisfy a portion of the amounts owing under the Note by issuing additional Common Shares and makes a good-faith determination not to repay the remaining amounts outstanding based on its cash balances, then the maturity date of the Note will be extended by 180 days.  The Note is filed as Exhibit 99.2 to the Previous Statement and is hereby incorporated by reference herein.
 
To the knowledge of the Reporting Person, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies, between the persons named in Item 2, and any other person, with respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements, except as described in this Statement.
 
 
 
- 3 -
 
 
ITEM 7.
MATERIAL TO BE FILED AS EXHIBITS
 
Exhibit
Number
  
Description
     
99.3
  
Bid letter, dated as of March 23, 2011, between the Reporting Person and RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., GMP Securities L.P. and Morgan Stanley Canada Limited.
     
 
 

 
 
- 4 -
 
 
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.
 
Dated:  March 29, 2011
 
 
KINROSS GOLD CORPORATION
 
 
By:
/s/ Geoffrey P. Gold
 
Name: Geoffrey P. Gold
 
Title: Executive Vice President and
Chief Legal Officer
     

 

 
- 5 -
 
 

 
SCHEDULE A
 
 
EXECUTIVE OFFICERS AND DIRECTORS OF KINROSS GOLD CORPORATION
 
Schedule A sets forth the following information with respect to each executive officer and director of Kinross Gold Corporation (“Kinross”): (i) name, (ii) business address; (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (iv) citizenship.  The address of Kinross’ principal place of business is 25 York Street, Suite 1700, Toronto, Ontario, Canada, M5J 2V5.

Name
Business Address
Present Principal Occupation
Citizenship
Tye W. Burt
President and Chief Executive
Officer and Director
 
25 York Street,
Suite 1700, Toronto,
Ontario, Canada   M5J 2V5
President and Chief Executive Officer and Director of Kinross
Canada
Rick A. Baker
Senior Vice President, Environment and Project Planning
 
5370 Kietzke Lane, Suite 102,
Reno, Nevada, 89511
Senior Vice President, Environment and Project Planning of Kinross
U.S.A.
Brant Hinze
Executive Vice President and Chief Operating Officer
 
25 York Street,
Suite 1700, Toronto,
Ontario, Canada   M5J 2V5
Executive Vice President and Chief Operating Officer of Kinross
U.S.A.
Thomas M. Boehlert
Executive Vice President and Chief Financial Officer
 
25 York Street,
Suite 1700, Toronto,
Ontario, Canada   M5J 2V5
Executive Vice President and Chief Financial Officer of Kinross
U.S.A.
Geoffrey P. Gold
Executive Vice President & Chief Legal Officer
 
25 York Street,
Suite 1700, Toronto,
Ontario, Canada   M5J 2V5
Executive Vice President & Chief Legal Officer of Kinross
Canada
Paul Rollinson
Executive Vice President, Corporate Development
 
25 York Street,
Suite 1700, Toronto,
Ontario, Canada   M5J 2V5
Executive Vice President, Corporate Development of Kinross
Canada
Lisa Colnett
Senior Vice President, Human Resources and Corporate Services
 
25 York Street,
Suite 1700, Toronto,
Ontario, Canada   M5J 2V5
Senior Vice President, Human Resources and Corporate Services of Kinross
Canada
 
 
 
 
 
 
James Crossland
Executive Vice President, External Relations and Corporate Responsibility
 
25 York Street,
Suite 1700, Toronto,
Ontario, Canada   M5J 2V5
Executive Vice President, External Relations and Corporate Responsibility of Kinross
Canada
Robert D. Henderson
Senior Vice President, Technical Services
 
25 York Street,
Suite 1700, Toronto,
Ontario, Canada   M5J 2V5
 
Senior Vice President, Technical Services of Kinross
Canada
Dr. Kenneth Thomas
Senior Vice President, Projects
25 York Street,
Suite 1700, Toronto,
Ontario, Canada   M5J 2V5
 
Senior Vice President, Projects of Kinross
Canada
John E. Oliver
Independent Chairman
25 York Street,
Suite 1700, Toronto,
Ontario, Canada   M5J 2V5
 
Independent Chairman of Kinross
Canada
John A. Brough
Director
25 York Street,
Suite 1700, Toronto,
Ontario, Canada   M5J 2V5
 
Corporate Director
Canada
John K. Carrington
Director
25 York Street,
Suite 1700, Toronto,
Ontario, Canada   M5J 2V5
 
Corporate Director
Canada
Richard P. Clark
Director
25 York Street,
Suite 1700, Toronto,
Ontario, Canada   M5J 2V5
 
Corporate Director
Canada
John M.H. Huxley
Director
25 York Street,
Suite 1700, Toronto,
Ontario, Canada   M5J 2V5
 
Corporate Director
Canada
John A. Keyes
Director
25 York Street,
Suite 1700, Toronto,
Ontario, Canada   M5J 2V5
 
Corporate Director
Canada
 
 
 
 
 
 
Lukas H. Lundin
Director
25 York Street,
Suite 1700, Toronto,
Ontario, Canada   M5J 2V5
Executive, Lundin Group of Companies (Mining)
885 West Georgia Street
Suite 2101
Vancouver, British Columbia,  Canada V6C 3E8
 
Canada / Sweden
Catherine McLeod-Seltzer
Director
25 York Street,
Suite 1700, Toronto,
Ontario, Canada   M5J 2V5
 
Chairman and Director, Pacific Rim Mining Corp.
#1050 - 625 Howe Street,
Vancouver, British Columbia, Canada V6C 2T6
Canada
George F. Michals
Director
25 York Street,
Suite 1700, Toronto,
Ontario, Canada   M5J 2V5
 
Corporate Director
Canada
John E. Oliver
Director
25 York Street,
Suite 1700, Toronto,
Ontario, Canada   M5J 2V5
 
Corporate Director
Canada
Terence C.W. Reid
Director
25 York Street,
Suite 1700, Toronto,
Ontario, Canada   M5J 2V5
 
Corporate Director
Canada