SCHEDULE 13D
Amendment No. 0
Getchell Gold Corporation
common stock
Cusip # 374265106
Cusip # 374265106
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: 1,778,459
Item 8: None
Item 9: 3,837,607
Item 10: None
Item 11: 4,159,207
Item 13: 13.51%
Item 14: HC
PREAMBLE
The filing of this Schedule 13D is not, and should not be deemed to be, an admission that such Schedule 13D is required to be filed. See the discussion under Item 2.
Item 1. Security and Issuer.
This statement relates to shares of the common stock, $0.001 par value (the "Shares") of Getchell Gold Corporation, a Nevada corporation (the "Company"). The principal executive offices of the Company are located at 5460 S. Quebec St., Suite 240, Englewood, CO 80111.
Item 2. Identity and Background.
This statement is being filed by FMR Corp., a Massachusetts Corporation ("FMR"). A separate Schedule 13D is being filed by Fidelity International Limited, a Bermuda joint stock company incorporated for an unlimited duration by private act of the Bermuda legislature ("FIL"). FMR is a holding company one of whose principal assets is the capital stock of a wholly-owned subsidiary, Fidelity Management & Research Company ("Fidelity"), which is also a Massachusetts corporation. Fidelity is an investment advisor which is registered under Section 203 of the Investment Advisors Act of 1940 and which provides investment advisory services to more than 30 investment companies which are registered under Section 8 of the Investment Company Act of 1940 and serves as investment advisor to certain other funds which are generally offered to limited groups of investors (the "Fidelity Funds"). Fidelity Management Trust Company ("FMTC"), a wholly- owned subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, serves as trustee or managing agent for various private investment accounts, primarily employee benefit plans and serves as investment adviser to certain other funds which are generally offered to limited groups of investors (the "Accounts"). Various directly or indirectly held subsidiaries of FMR are also engaged in investment management, venture capital asset management, securities brokerage, transfer and shareholder servicing and real estate development. The principal offices of FMR, Fidelity, and FMTC are located at 82 Devonshire Street, Boston, Massachusetts 02109.
FIL is an investment adviser which provides investment advisory and management services to a number of non-U.S. investment companies or instrument trusts (the "International Funds") and certain institutional investors. Prior to June 30, 1980, FIL was a majority-owned subsidiary of Fidelity. On that date, the shares of FIL held by Fidelity were distributed, as a dividend, to the shareholders of FMR. FIL currently operates as an entity independent of FMR and Fidelity, with certain common shareholders. The International Funds and FIL's other clients, with the exception of Fidelity and an affiliate of Fidelity, are non-U.S. entities. Various foreign-based subsidiaries of FIL are also engaged in investment management. The principal office of FIL is located at Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda.
Members of the Edward C. Johnson 3d family are the predominant owners of Class B shares of common stock of FMR representing approximately 49% of the voting power of FMR. Mr. Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the aggregate outstanding voting stock of FMR. Mr. Johnson 3d is the Chairman of FMR. The Johnson family group and all other Class B shareholders have entered into a shareholders' voting agreement under which all Class B shares will be voted in accordance with the majority vote of Class B shares. Accordingly, through their ownership of voting common stock and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR. The business address and principal occupation of Mr. Johnson 3d is set forth in Schedule A hereto.
In addition, a partnership controlled by Mr. Johnson and members of his family own shares of FIL voting stock with the right to cast approximately 47.22% of the total votes which may be cast by all holders of FIL voting stock. Mr. Johnson 3d is Chairman of FMR and FIL. FMR and FIL are separate and independent corporate entities. FMR and FIL are managed independently and their boards of Directors are generally composed of different individuals. Their investment decisions are made independently, and clients are different organizations. The business address and principal occupation of Mr. Johnson 3d is set forth in Schedule A hereto.
The Shares to which this statement relates are owned directly by nine of the Fidelity Funds, fifty-five of the Accounts, and by Fidelity International Limited, through its subsidiaries and affiliates.
FMR and FIL are of the view that they are not acting as a "group" for purposes of Section 13(d) under the Securities Exchange Act of 1934 (the "1934 Act") and that they are not otherwise required to attribute to each other the "beneficial ownership" of securities "beneficially owned" by the other corporation within the meaning of Rule 13d-3 promulgated under the 1934 Act. Therefore, they are of the view that the Shares held by the other corporations need not be aggregated for purposes of Section 13(d). However, FMR is making this filing on a voluntary basis as if all of the Shares are beneficially owned by FMR and FIL on a joint basis.
The name, residence or business address, principal occupation or employment and citizenship of each of the executive officers and directors of FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in this Item 2 or listed on Schedule A has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to any civil proceeding and as a result thereof was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Fidelity Funds own 1,938,048 Shares the cost of which is $50,271,624. The Fidelity Funds used their own assets in making such purchase and no part of the purchase price is represented by borrowed funds. The attached Schedule B sets forth Shares purchased and/or sold since November 30, 1998.
The Accounts of FMTC own 1,899,559 Shares the cost of which is $5,846,786,701. The Accounts used their own assets in making such purchase and no part of the purchase price is represented by borrowed funds. The attached Schedule B sets forth Shares purchased and/or sold since November 30, 1998.
The International Funds own 321,600 Shares the cost of which is $7,873,397. The International Funds and accounts used their own assets in making such purchase and no part of the purchase price is represented by borrowed funds.
Item 4. Purpose of Transaction.
The purpose of Fidelity and FMTC in having the Fidelity Funds and the Accounts purchase Shares (see Item 5 below) is to acquire an equity interest in the Company in pursuit of specified investment objectives established by the Board of Trustees of the Fidelity Funds and by the investors in the Accounts.
Fidelity and FMTC, respectively, may continue to have the Fidelity Funds and the Accounts purchase Shares subject to a number of factors, including, among others, the availability of Shares of sale at what they consider to be reasonable prices and other investment opportunities that may be available to the Fidelity Funds and Accounts.
Fidelity and FMTC, respectively, intend to review continuously the equity position of the Fidelity Funds and Accounts in the Company. Depending upon future evaluations of the business prospects of the Company and upon other developments, including, but not limited to, general economic and business conditions and money market and stock market conditions, Fidelity may determine to cease making additional purchases of Shares or to increase or decrease the equity interest in the Company by acquiring additional Shares, or by disposing of all or a portion of the Shares.
Neither Fidelity nor FMTC has any present plan or proposal which relates to or would result in (i) an extraordinary corporate transaction, such as a merger, reorganization, liquidation, or sale of transfer of a material amount of assets involving the Company or any of its subsidiaries, (ii) any change in the Company's present Board of Directors or management, (iii) any material changes in the Company's present capitalization or dividend policy or any other material change in the Company's business or corporate structure, (iv) any change in the Company's charter or by-laws, or (v) the Company's common stock becoming eligible for termination of its registration pursuant to Section 12(g)(4) of the 1934 Act.
Item 5. Interest in Securities of Issuer.
Although Item 5 assumes that FMR, Fidelity, FMTC, and FIL beneficially own all 4,159,207 Shares, reference is made to Item 2 for a disclaimer of beneficial ownership with respect to the securities which are "beneficially owned" by the other corporations.
(a) FMR beneficially owns, through Fidelity, as investment advisor to the Fidelity Funds, 1,938,048 Shares, or approximately 6.29% of the outstanding Shares of the Company, and through FMTC, the managing agent for the Accounts, 1,899,559 Shares, or approximately 6.17% of the outstanding Shares of the Company. FIL beneficially owns, as investment advisor to the International Funds, 321,600 Shares, or approximately 1.04% of the outstanding Shares of the Company. Neither FMR, Fidelity, FMTC, nor any of its affiliates nor, to the best knowledge of FMR, any of the persons named in Schedule A hereto, beneficially owns any other Shares. The combined holdings of FMR, Fidelity, FMTC, and FIL are 4,159,207 Shares, or approximately 13.51% of the outstanding Shares of the Company.
(b) FMR, through is control of Fidelity, investment advisor to the Fidelity Funds, and the Funds each has sole power to dispose of the Shares. Neither FMR nor Mr. Johnson has the sole power to vote or direct the voting of the 1,938,048 Shares owned directly by the Fidelity Funds, which power resides with the Funds' Boards of Trustees. Fidelity carries out the voting of the Shares under written guidelines established by the Funds' Board of Trustees. FMR, through its control of FMTC, investment manager to the Accounts, and the Accounts each has sole dispositive power over 1,899,559 Shares and sole power to vote or to direct the voting of 1,778,459 Shares, and no power to vote or to direct the voting of 121,100 Shares owned by the Accounts.
(c) Except as set forth in Schedule B, neither FMR, or any of its affiliates, nor, to the best knowledge of FMR, any of the persons named in Schedule A hereto has effected any transaction in Shares during the past sixty (60) days.
Item 6. Contract, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Neither FMR nor any of its affiliates nor, to the best knowledge of FMR, any of the persons named in Schedule A hereto has any joint venture, finder's fee, or other contract or arrangement with any person with respect to any securities of the Company.
The Funds and Accounts may from time to time own debt securities issued by the Company or its direct or indirect subsidiaries, and may from time to time purchase and/or sell such debt securities.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
This statement speaks as of its date, and no inference should be drawn that no change has occurred in the facts set forth herein after the date hereof.
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.
FMR Corp.
DATE: February 22, 1999 By: /s/Eric D.
Roiter
Eric D. Roiter
V.P. & General Counsel - FMR Co.
Duly authorized under Powers of
Attorney dated December 30,
1997, by and on behalf of FMR
Corp. and its direct and
indirect subsidiaries
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SCHEDULE A
The name and present principal occupation or employment of each executive officer and director of FMR Corp. are set forth below. The business address of each person is 82 Devonshire Street, Boston, Massachusetts 02109, and the address of the corporation or organization in which such employment is conducted is the same as his business address. All of the persons listed below are U.S. citizens.
POSITION WITH PRINCIPAL
NAME FMR CORP. OCCUPATION
Edward C. Johnson 3d CEO, Director &
Director & Chairman
Chairman of the of the Board FMR Co.
Board FMR Corp. FMR (Far East) Inc.
FMR (UK) Inc. & FIL.
J. Gary Burkhead Director and Vice Chairman Director
FMTC of FMR Corp.
Institutional Services Co.
President, FIIS Co.
Inc.
James C. Curvey Director and Vice Chairman, President
and Chief Operating of FMR Corp.
Officer, FMR
William L. Byrnes Director, FMR Corp. Director, Fidelity
International
Ltd.
Abigail P. Johnson Director, FMR Corp. Director, Fidelity
Management
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Trust Company;
Senior Vice
President, FMR Co.
George A. Vanderheiden Director, FMR Corp.
Senior Vice President, Fidelity
Management & Research
Company; Senior Vice
President, Fidelity
Management
Trust Company
Stephen P. Jonas Executive Vice President, Executive
Vice President,
Chief Financial Officer, FMR Chief
Financial Officer, FMR
Corp. Corp.
David C. Weinstein Executive Vice President, Executive
Vice President,
Administration and Administration and
Government
Government Affairs, FMR Affairs, FMR
Corp.
Corp.
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SCHEDULE B
Getchell Gold Corporation
Two Fidelity Fund(s) purchased Shares since November 30, 1998 at the dates and at the prices set forth below. The transactions were made for cash in open market transactions or with other investment companies with the same or an affiliated investment advisor.
DATE SHARES PRICE
12/04/98 100 $14.8750 12/28/98 50,000 25.9749 01/11/99 13,900 31.6461 |
SCHEDULE B
Getchell Gold Corporation
Seven Fidelity Fund(s) sold Shares since November 30, 1998 at the dates and at the prices set forth below. The transactions were made for cash in open market transactions or with other investment companies with the same or an affiliated investment advisor.
DATE SHARES PRICE
12/09/98 5,000 $15.7741 12/11/98 5,000 16.0375 12/14/98 25,000 28.8100 12/15/98 10,000 28.9063 12/16/98 200,000 29.1489 12/17/98 100,000 28.2274 12/18/98 131,400 27.9771 12/21/98 36,100 27.5008 12/23/98 41,200 25.4620 12/30/98 10,300 27.1021 12/31/98 5,000 27.0000 01/05/99 25,000 27.4150 01/06/99 41,000 27.4756 01/07/99 51,700 30.0732 01/08/99 5,000 30.3438 01/11/99 5,000 31.8125 01/12/99 10,000 29.8900 01/13/99 5,000 28.7900 01/14/99 55,000 28.9638 01/15/99 10,000 28.7500 01/19/99 30,000 28.1448 01/20/99 400 27.7500 01/22/99 1,000 27.1250 01/29/99 65,000 26.4375 |
SCHEDULE B
Getchell Gold Corporation
Fourteen Account(s) purchased Shares since November 30, 1998 at the dates and at the prices set forth below. The transactions were made for cash in open market transactions or with other investment companies with the same or an affiliated investment advisor.
DATE SHARES PRICE
12/03/98 67,000 $14.6875 12/18/98 8,100 27.9375 12/21/98 28,500 27.5180 12/22/98 11,500 26.5319 12/23/98 5,300 26.1563 12/24/98 6,900 26.2880 01/04/99 78,300 27.5713 01/05/99 95,800 27.4415 01/08/99 7,700 29.9821 01/12/99 8,800 29.4375 01/19/99 700 28.6250 01/29/99 50,000 26.6308 |
SCHEDULE B
Getchell Gold Corporation
Seventeen Account(s) sold Shares since November 30, 1998 at the dates and at the prices set forth below. The transactions were made for cash in open market transactions or with other investment companies with the same or an affiliated investment advisor.
DATE SHARES PRICE
12/09/98 2,000 $15.7741 12/16/98 1,100 29.1489 12/17/98 38,300 28.2274 12/18/98 8,100 27.9375 12/21/98 4,700 27.4797 12/22/98 8,800 26.3565 12/28/98 29,100 25.3744 12/29/98 4,000 25.8750 01/08/99 5,800 30.6250 01/11/99 6,500 31.8096 01/12/99 3,200 29.8125 01/20/99 400 27.7500 01/21/99 11,100 27.9375 01/25/99 17,000 27.7500 |