SecProbe.io

CORRESP
1
filename1.htm

corresp

JONATHAN A. VAN HORN

(612) 492-6134

FAX (612) 340-8738

van.horn.jonathan@dorsey.com

February 4, 2005

VIA EDGAR, FACSIMILE AND OVERNIGHT DELIVERY

Celeste M. Murphy

Office of Mergers and Acquisitions

Division of Corporate Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549-0303

    Re:
    Goldcorp Inc.

Schedule 14D-9 filed on January 21, 2005

Amendment No. 1 to Schedule 14D-9 filed on January 26, 2005

Amendment No. 2 to Schedule 14D-9 filed on January 28, 2005

Amendment No. 3 to Schedule 14D-9 filed on February 1, 2005

Amendment No. 4 to Schedule 14D-9 filed on February 3, 2005

Amendment No. 5 to Schedule 14D-9 filed on February 4, 2005

(SEC File No. 005-52039)

Dear Ms. Murphy:

     On behalf of our client, Goldcorp Inc. (“Goldcorp” or the “Company”), we are grateful for the
opportunity to respond to the comments of the Staff of the Division of Corporation Finance of the
Securities and Exchange Commission (the “Commission”) contained in your letter, dated January 28,
2005 (the “Comment Letter”).

The Goldcorp Documents

     On December 16, 2004, Glamis Gold Ltd. (“Glamis”) announced its intention to make an exchange
offer for all the outstanding common shares of the Company in a press release. On January 7, 2005,
Glamis commenced an offer to purchase all of the Company’s outstanding common shares (the “Offer”)
and filed a Tender Offer Statement on Schedule TO with respect to the Offer with the
Commission.1 The Company filed its Solicitation/Recommendation Statement on
Schedule 14D-9 with the Commission on January 21, 2005 (the “Goldcorp Schedule
14D-9”).2 The documents listed below are some of the documents filed by the
Company with the Commission as exhibits to the Goldcorp Schedule 14D-9 or to amendments to the
Goldcorp Schedule 14D-9:

    1

    Glamis filed amendments to its Schedule TO
with the Commission on January 7, 2005, January 14, 2005, January 18, 2005,
January 24, 2005, January 26, 2005, January 28, 2005, February 1, 2005,
February 2, 2005 and February 3, 2005.

    2

    The Company filed amendments to its Schedule
14D-9 with the Commission on January 26, 2005, January 28, 2005, February 1,
2005, February 3, 2005 and February 4, 2005.

Celeste M. Murphy

February 4, 2005

Page 2

    1.
    Directors’ Circular and Supplemental Management Information Circular, dated
January 20, 2005 (filed with the Goldcorp Schedule 14D-9 as Exhibit (a)(2)(A));

    2.
    Press release of Goldcorp Inc., dated January 21, 2005, announcing the
recommendation of the Company’s board of directors with respect to the Offer (filed
with the Goldcorp Schedule 14D-9 as Exhibit (a)(2)(B));

    3.
    Letter of Goldcorp Inc., dated January 25, 2005, to Goldcorp shareholders (the
“Shareholder Letter”) (filed with Amendment No. 1 to the Goldcorp Schedule 14D-9 as
Exhibit (a)(2)(C));

    4.
    Powerpoint slide presentation of Goldcorp Inc. entitled “Goldcorp + Wheaton —
the Superior Alternative” (filed with Amendment No. 1 to the Goldcorp Schedule 14D-9 as
Exhibit (a)(2)(D) and with Amendment No. 2 to the Goldcorp Schedule 14D-9 as Exhibit
(a)(2)(G)); and

    5.
    Press release of Goldcorp Inc., dated January 26, 2005, announcing the
recommendation of Fairvest with respect to the Share Issuance Resolution to be
considered by Goldcorp shareholders in connection with the Company’s offer to purchase
all of the outstanding common shares of Wheaton River Minerals Ltd. (filed with
Amendment No. 1 to the Goldcorp Schedule 14D-9 as Exhibit (a)(2)(F)).

The documents listed in items 1-5 above are referred to in this letter as the “Goldcorp Documents”.
Each of the Goldcorp Documents contains the recommendation of the Company’s board of directors
that Goldcorp shareholders (1) reject the Offer and (2) vote to approve a share issuance resolution
in connection with the Company’s offer to purchase all of the outstanding common shares of Wheaton
River Minerals Ltd. (the “Wheaton Offer”). Each of the Goldcorp Documents was furnished by the
Company to Goldcorp shareholders in order to communicate to Goldcorp shareholders the
recommendations of the Company’s board of directors with respect to the Offer and the Wheaton Offer
and, as discussed below, filed by the Company with the Commission as required by rules promulgated
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Website

     The Comment Letter asks that the Company explain why the Goldcorp Documents (with specific
reference to the Shareholder Letter) included on the Internet website at the address
www.robmcewen.com (the “Website”)3 were filed by the Company. The Company
filed the

    3

    We understand that all hyperlinks to the Goldcorp Documents
were removed from the homepage of the Website sometime on January 29, 2005 and have not
been accessible from the homepage of the Website since that time. We note that, in its review of the
Website, the Company has relied on the screen shot of the homepage of Website filed as Exhibit (a)(2)(A) to the Schedule 14D-9 filed or to be filed by Mr. McEwen (as discussed below). Based on a review of
the Schedule 14D-9 filed or to be filed by Mr. McEwen, the
Company does not believe any recommendations of the Company with respect to the
Offer other than those contained in the Goldcorp Documents appeared on the
Website.

Celeste M. Murphy

February 4, 2005

Page 3

Goldcorp Schedule 14D-9 to fulfill its obligations under Exchange Act Rules 14d-9(b) and 14e-2
and filed the amendments to the Goldcorp Schedule 14D-9 to fulfill its obligations under Exchange
Act Rule 14d-9(c). Item 9 of Schedule 14D-9 and Item 1016(a) of Regulation M-A require that any
disclosure materials (including any recommendation) furnished to subject company shareholders by or
on behalf of the filing person be filed as exhibits to Schedule 14D-9. As discussed above, each of
the Goldcorp Documents contains the recommendation of the Company’s board of directors with respect
to the Offer. Each of the Goldcorp Documents was furnished by the Company to Goldcorp
shareholders. Accordingly, the Goldcorp Documents were filed by the Company with the Commission to
fulfill the Company’s filing obligations under Exchange Act Rule 14d-9(b) and (c) and the form
requirements of Schedule 14D-9.

     The Comment Letter asks that the Company explain why it should not file all of the materials
contained on the Website. The Company has not filed materials included on the Website other than
the Goldcorp Documents because such materials are not solicitations or recommendations by the
Company and, consequently, no filing by the Company under Exchange Act Rule 14d-9(c) is required as
it relates to those materials.

     The Company will continue to amend the Goldcorp Schedule 14D-9 in accordance with the
requirements of Exchange Act Rule 14d-9(c) to reflect additional recommendations or other
disclosure materials furnished by the Company to Goldcorp shareholders in connection with the
Offer. We understand that Mr. McEwen has filed or will be filing with the Commission on Schedule
14D-9 the information contained on the Website and that Mr. McEwen has acknowledged that he will
make any further filings required by Exchange Act Rule 14d-9. Finally, we have been advised by Mr.
McEwen that he has no intentions of including any solicitation or recommendation materials on the Website in the future.

     The Website was reported in a wire report issued by Reuters on January 28, 2005 and carried on
the Yahoo! News website and in a January 28, 2005 report by Mineweb carried in the “Fast News”
section of the www.mineweb.net website. We confirm that no officer or director of the
Company prepared any press release, advertisement or other communication for the dissemination of
any announcement with respect to the Website to Reuters or Mineweb or to any other media outlet.

Conclusion

     We believe that (1) the filing by Mr. McEwen of a Schedule 14D-9, (2) the undertaking of the
Company to continue to amend the Goldcorp Schedule 14D-9 to reflect further recommendations by the
Company and (3) the undertaking by Mr. McEwen to make any further filings required by Exchange Act
Rule 14d-9 will resolve any confusion regarding which solicitations or recommendations with respect
to the Offer are solicitations or recommendations of the Company’s board of directors. Further, we
believe that Mr. McEwen’s undertaking not to post any solicitation or recommendation materials on the Website in the future will help to avoid any further
confusion.

*  *  *  *  *

     If you have any questions regarding this letter, please feel free to contact me at (612)
492-6134 or Gil Cornblum
at (416) 367-7373.

Celeste M. Murphy

February 4, 2005

Page 4

Very truly yours,

Jonathan A. Van Horn

Enclosures

    cc:
    R. Gregory Laing (Goldcorp Inc.)

Gil Cornblum (Dorsey & Whitney LLP)

Thomas Swigert (Dorsey & Whitney LLP)

Michael Melanson (Fraser Milner Casgrain LLP)

John Sabine (Fraser Milner Casgrain LLP)