AGNICO EAGLE MINES LTD — Major Shareholding Notification 2007

Jul 10, 2007

SC 13D/A 1 a07-18394_2sc13da.htm SC 13D/A

UNITED STATES	OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
Washington, D.C. 20549	Expires: February 28, 2009
SCHEDULE 13D/A	Estimated average burden hours per response. . 14.5

*Under the Securities Exchange Act of 1934 (Amendment No.4)**

*Cumberland Resources Ltd.*

(Name of Issuer)

*Common Shares, without par value*

(Title of Class of Securities)

*23077R100*

(CUSIP Number)

*Sean Boyd*

*Agnico-Eagle Mines Limited*

*145 King Street East, Suite 500*

*Toronto, Ontario, Canada M5C 2Y7*

*(416) 947-1212*

*Copies to:*

| Patricia L. Olasker, Esq. | Gerald
D. Shepherd, Esq. |
| --- | --- |
| Davies
Ward Phillips & Vineberg LLP | Davies
Ward Phillips & Vineberg LLP |
| 1 First
Canadian Place, Suite 4400 | 625
Madison Avenue, 12 th Floor |
| Toronto,
Ontario, Canada M5X 1B1 | New
York, New York 10022 |
| (416)
863-0900 | (212)
588-5500 |

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

*July 9, 2007*

(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 240.13d-1(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).

*Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.*

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CUSIP No. 23077R100 — 1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Agnico-Eagle Mines Limited
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See
Instructions) WC; OO (see Item 3)
5.	Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Ontario
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 21,775,834
	8.	Shared Voting Power 54,638,690
	9.	Sole Dispositive Power 21,775,834
	10.	Shared Dispositive Power 54,638,690
11.	Aggregate Amount
Beneficially Owned by Each Reporting Person 76,414,524
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) 100%
14.	Type of Reporting Person
(See Instructions) CO; HC

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CUSIP No. 23077R100 — 1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Agnico-Eagle Acquisition Corporation
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See
Instructions) OO (see Item 3)
5.	Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization British Columbia
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0
	8.	Shared Voting Power 54,638,690
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 54,638,690
11.	Aggregate Amount
Beneficially Owned by Each Reporting Person 54,638,690
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) 71.5%
14.	Type of Reporting Person
(See Instructions) CO

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| Introduction This Amendment No. 4
amends and supplements the Schedule 13D filed on February 26, 2007 and as
further amended by Amendment No. 1. thereto filed on March 12, 2007,
Amendment No. 2 thereto filed on April 17, 2007 and Amendment No. 3 thereto
filed on May 1, 2007 by (i) Agnico-Eagle Mines Limited and (ii) Agnico-Eagle
Acquisition Corporation (the “Statement”) relating to the common shares of
Cumberland Resources Ltd., a corporation incorporated under the laws of the
Province of British Columbia. Unless
otherwise indicated, all capitalized terms used herein shall have the
meanings given to them in the Statement, and unless amended or supplemented
hereby, all information previously filed remains in effect. | |
| --- | --- |
| Item 4. | Purpose of Transaction |
| Item 4 of the Statement is
hereby amended and supplemented by adding the following paragraph immediately
prior to the second to last paragraph thereof: “Pursuant to section 300
of the Business Corporations Act (British
Columbia), AEAC acquired on July 9, 2007 all of the outstanding Common Shares
not already owned by the Reporting Persons.
Pursuant to the terms of the compulsory acquisition, each holder of the
Common Shares that did not tender their Common Shares pursuant to the Offer
was entitled to receive, in respect of each Common Share, 0.185 of a common
share of Agnico. Agnico now
beneficially owns 100% of the Common Shares. The Reporting Persons
expect that the Common Shares will be delisted from the Toronto Stock
Exchange at the close of business (Toronto time) on July 10, 2007. The trading of Common Shares on the
American Stock Exchange was suspended prior to the commencement of trading on
July 10, 2007. The Reporting Persons
intend to cause the Issuer to make an application to cease to be a reporting
issuer in Canada as soon as reasonably practicable, and the Reporting Persons
also intend to cause the Issuer to delist the Common Shares from the American
Stock Exchange and to cause the Issuer to deregister under Section 12(b) of
the Exchange Act and to terminate the Issuer’s registration under Section
12(g) of the Exchange Act.” | |
| Item 5. | Interest in Securities of the Issuer |
| Items 5(a) (b) and (c) of the Statement are hereby
deleted and replaced in their entirety with the following: | |
| “(a) and (b) | As of July 9, 2007, (i) Agnico beneficially owns 76,414,524
Common Shares, representing 100% of the outstanding Common Shares, and has
the sole power to vote, direct the vote, dispose of or direct the disposition
of 21,775,834 Common Shares and has the shared power to vote, direct the
vote, dispose of or direct the disposition of 54,638,690 Common Shares and
(ii) AEAC beneficially owns 54,638,690 Common Shares, and has the shared
power to vote, direct the vote, dispose of or direct the disposition of 54,638,690
Common Shares. By virtue of its
ownership of AEAC, Agnico may be deemed to share beneficial ownership of the
Common |

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| | Shares
owned by AEAC. The percentage of outstanding Common Shares beneficially owned
by Agnico is 100% and the percentage of the outstanding Common Shares
beneficially owned by AEAC is approximately 71.5%. To the Reporting Persons’ knowledge, none
of the Schedule I Persons owns any Common Shares. |
| --- | --- |
| (c) | Except
as set forth in the fourth to last paragraph of Item 4 of this Schedule 13D
and this Item 5, none of the Reporting Persons nor, to the Reporting Persons’
knowledge, any of the Schedule I Persons, has effected any transaction in the
Common Shares since the date of the most recent amendment to this Statement.” |
| Item 6. | Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer |
| Item 6 of the Statement is
hereby amended and supplemented by adding the following paragraph immediately
after the last paragraph thereof: “As reported in the fourth
and third last paragraphs of Item 4 of this Schedule 13D, pursuant to section
300 of the Business Corporations Act (British
Columbia), AEAC acquired on July 9, 2007 all of the outstanding Common Shares
not already owned by the Reporting Persons.
Pursuant to the terms of the compulsory acquisition, each holder of
the Common Shares that did not tender their Common Shares pursuant to the
Offer was entitled to receive, in respect of each Common Share, 0.185 of a
common share of Agnico. Agnico now
beneficially owns 100% of the Common Shares. The Reporting Persons
expect that the Common Shares will be delisted from the Toronto Stock
Exchange at the close of business (Toronto time) on July 10, 2007. The trading of Common Shares on the
American Stock Exchange was suspended prior to the commencement of trading on
July 10, 2007. The Reporting Persons
intend to cause the Issuer to make an application to cease to be a reporting
issuer in Canada as soon as reasonably practicable, and the Reporting Persons
also intend to cause the Issuer to delist the Common Shares from the American
Stock Exchange and to cause the Issuer to deregister under Section 12(b) of
the Exchange Act and to terminate the Issuer’s registration under Section 12(g) of the Exchange Act.” | |
| Item 7. | Material to Be Filed as Exhibits |
| Item 7 is hereby amended and supplement by the
filing of the following exhibit herewith: | |

Exhibit No.	Exhibit Name
4.	Press release of Agnico-Eagle Mines Limited, dated
July 9, 2007.

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*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: July 10, 2007

/s/ David Garofalo
Name:	David
Garofalo
Title:	Senior Vice President,
	Finance and Chief Financial
	Officer

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*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: July 10, 2007

AGNICO-EAGLE ACQUISITION
CORPORATION
By:	/s/ David
Garofalo
	Name:	David Garofalo
	Title:	Vice-President

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*EXHIBIT INDEX*

Exhibit No.	Exhibit Name
4.	Press release of Agnico-Eagle Mines Limited, dated
July 9, 2007.

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