FORM
6-K
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
For
the
month of August 2006
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Goldcorp
Inc.
(Translation
of registrant's name into English)
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Suite 3400
- 666 Burrard St.
Vancouver,
British Columbia V6C 2X8 Canada
(Address
of principal executive offices)
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Indicate
by check mark whether the registrant files or will file annual reports
under
cover Form 20-F or Form 40-F.
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Form
20-F
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....[ ].....
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Form
40-F
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....[X]....
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): ____
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Note:Regulation
S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if
submitted solely to provide an attached annual report to security
holders.
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as
permitted
by Regulation S-T Rule 101(b)(7): ____
| Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR. |
Indicate
by check mark whether by furnishing the information contained in this Form,
the
registrant is also thereby furnishing the information to the Commission
pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
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Yes
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[
]
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No | [X] |
If
"Yes"
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ________
 |
Suite 3400
- 666 Burrard St.
Vancouver,
BC, V6C 2X8
Tel:
(604) 696-3000
Fax:
(604) 696-3001
|
|
Toronto
Stock Exchange: G
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New
York Stock Exchange:GG
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GOLDCORP
RECOMMENDS REJECTION OF MINI-TENDER OFFER
BY TRC
CAPITAL
CORPORATION
Vancouver,
British Columbia - August
25,
2006 - GOLDCORP INC. (NYSE: GG; TSX:
G)
announced that it has received a copy
of an unsolicited below market
“mini-tender” offer made by TRC Capital Corporation,
pursuant to which TRC
Capital has offered to purchase up to
3,000,000, or approximately 0.72 percent,
of the outstanding common shares of Goldcorp.
The offer price of C$32.00 per
common share represents a 2 percent
discount to the C$32.74 closing price
for Goldcorp’s common shares on the
Toronto Stock Exchange on August 16,
2006, the day before the offer was made,
and a 5 percent
discount to yesterday’s closing price for Goldcorp’s common shares on the TSX
which was C$33.60.
Goldcorp
recommends that its shareholders reject
this unsolicited offer. Goldcorp wishes
to inform its shareholders that it is
not associated with TRC Capital, the
offer
or the offer documentation.
TRC
Capital has made numerous unsolicited
“mini-tender” offers for shares of other
companies. “Mini-tender” offers are offers to purchase a small
percentage of a
company’s shares, thereby avoiding most of the
filing, disclosure and procedural
requirements of Canadian and United States
federal security legislation.
Securities
regulators in the United States and Canada
have recommended that shareholders
exercise caution in connection with mini-tender
offers and that they consult
their investment advisors regarding these
types of offers. The U.S. Securities
and Exchange Commission has published
investor tips regarding mini-tender offers
on its website at: www.sec.gov/investor/pubs/minitend.htm.
Comments from the Canadian Securities
Administrators on mini-tenders can be
found under Staff Notice 61-301 at: www.osc.gov.on.ca/Regulation/Rulemaking/Current/Part6/csa_19991210_61-301.jsp.
Goldcorp
advises shareholders to consult their
financial advisors and to exercise caution
with this offer. Goldcorp understands
that shareholders who have already
tendered to the offer may withdraw their
common shares by providing the written
notice described in the TRC Capital offering
document prior to the expiration of
the offer.
Goldcorp
is one of the world’s lowest-cost and fastest growing multi-million
ounce gold
producers with operations throughout
the Americas and Australia. Gold production
in 2006 is expected to be approximately
1.8 million ounces on an annualized
basis, at total cash cost of less than
US$100 an ounce. In the second half of
2006, production is expected to be 950,000
ounces. The Company does not hedge
its gold production.
Cautionary
Note Regarding Forward Looking Statements
Safe
Harbor Statement under the United States
Private Securities Litigation Reform
Act of 1995: Except for the statements
of historical fact contained herein,
the
information presented constitutes “forward-looking statements” within the
meaning of the Private Securities Litigation
Reform Act of 1995. Such
forward-looking statements, including
but not limited to those with respect
to
the price of gold, silver and copper,
the timing and amount of estimated future
production, costs of production, reserve
determination and reserve conversion
rates involve known and unknown risks,
uncertainties and other factors which
may
cause the actual results, performance
or achievement of Goldcorp to be
materially different from any future
results, performance or achievements
expressed or implied by such forward-looking
statements. Such factors include,
among others, risks related to the integration
of acquisitions, risks related to
international operations, risks related
to joint venture operations, the actual
results of current exploration activities,
actual results of current reclamation
activities, conclusions of economic evaluations,
changes in project parameters
as plans continue to be refined, future
prices of gold, silver and copper, as
well as those factors discussed in the
section entitled “General Development of
the Business - Risks of the Business” in Goldcorp’s Form 40-F on file with the
Securities and Exchange Commission in
Washington, D.C. and Goldcorp’s Annual
Information Form on file with the securities
regulatory authorities in Canada.
Although Goldcorp has attempted to identify
important factors that could cause
actual results to differ materially,
there may be other factors that cause
results not to be as anticipated, estimated
or intended. There can be no
assurance that such statements will prove
to be accurate as actual results and
future events could differ materially
from those anticipated in such statements.
Accordingly, readers should not place
undue reliance on forward-looking
statements.
For
further information, please contact:
Melanie
Pilon
Director,
Investor Relations
Goldcorp
Inc.
3400-666
Burrard Street
Vancouver,
British Columbia, V6C 2X8
Telephone:
604-696-3024
Fax:
(604) 696-3001
E-mail:
info@goldcorp.com
website:
www.goldcorp.com
Signature
Pursuant
to the requirements of the Securities Exchange
Act of 1934, the registrant has
duly caused this report to be signed on its
behalf by the undersigned, thereunto
duly authorized.
| GOLDCORP INC. | ||
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Date: August
25, 2006
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/s/Tanya
Todd
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Name: Tanya Todd |
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Title:
Mgr.
Corporate
Communications
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