<PAGE>1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
NEWMONT MINING CORPORATION
(Name of Issuer)
Common Stock $1.60 Par Value
(Title of Class of Securities)
651639106
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
65 East 55th Street
New York, New York 10022
(212) 872-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 31, 1994
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with the statement . (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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 disclosure 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).
Continued on following pages(s)
Page 1 of 17 Pages
Exhibit Index: Page 16
<PAGE>2
SCHEDULE 13D
CUSIP No. 651639106 Page 2 of 17 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GEORGE SOROS (doing business as SOROS FUND MANAGEMENT)
2 Check the Appropriate Box If a Member of a Group*
a. /x/
b. / /
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) / /
6 Citizenship or Place of Organization
UNITED STATES
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 10,571,997
Each
Reporting 9 Sole Dispositive Power
Person 10,560,733
With
10 Shared Dispositive Power
11,264
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,571,997
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*/x/
13 Percent of Class Represented by Amount in Row (11)
12.30%
14 Type of Reporting Person*
IA; IN
<PAGE>3
SCHEDULE 13D
CUSIP No. 651639106 Page 3 of 17 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
DUQUESNE CAPITAL MANAGEMENT INCORPORATED
2 Check the Appropriate Box If a Member of a Group*
a. /x/
b. / /
3 SEC Use Only
4 Source of Funds*
00
5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) / /
6 Citizenship or Place of Organization
PENNSYLVANIA
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*/x/
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person*
IA; CO
<PAGE>4
SCHEDULE 13D
CUSIP No. 651639106 Page 4 of 17 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification NO. of Above Person
STANLEY F. DRUCKENMILLER
2 Check the Appropriate Box If a Member of a Group*
a. /x/
b. / /
3 SEC Use Only
4 Source of Funds*
00
5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) / /
6 Citizenship or Place of Organization
UNITED STATES
7 Sole Voting Power
Number of 840,595
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,301,143
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,301,143
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*/x/
13 Percent of Class Represented by Amount in Row (11)
1.52%
14 Type of Reporting Person*
IN
<PAGE>5
Item 1. Security and Issuer.
This Amendment No. 2 to Schedule 13D relates to shares (the "Shares") of
Common Stock, $1.60 par value, of Newmont Mining Corporation (the "Issuer").
The address of the principal executive office of the Issuer is 1700 Lincoln
Street, Denver, Colorado 80203. This Amendment No. 2 to Schedule 13D is being
filed by the Reporting Persons to report that Duquesne Capital Management
Incorporated ("Duquesne") is no longer the beneficial owner of any of the
outstanding Shares as a consequence of Priority Investment Management,
Incorporated ("Priority"), a corporation controlled by Mr. Stanley F.
Druckenmiller, one of the Reporting Persons, succeeding to Duquesne's
investment management business. The Initial Statement on Schedule 13D dated
April 30, 1993 (the "Initial Statement") as amended by Amendment No. 1 to
Schedule 13D dated May 10, 1993 is hereby amended and restated in its entirety
as follows:
Item 2. Identity and Background.
This statement is filed on behalf of:
(i) Mr. George Soros in his capacity as sole proprietor of an investment
advisory firm conducting business under the name Soros Fund
Management ("SFM");
(ii) Duquesne; and
(iii) Mr. Stanley F. Druckenmiller, in his capacity as the chief executive
officer, director and the principal stockholder of Duquesne and
Priority
(the "Reporting Persons"). The statement relates to Shares acquired (a) at
the direction of SFM for the accounts of three of its clients who have granted
investment discretion to SFM pursuant to separate investment advisory
contracts (the "SFM Clients") and (b) at the direction of Duquesne for the
accounts of certain of its clients who granted investment discretion to
Duquesne pursuant to separate investment advisory contracts (the "Duquesne
Clients"). Priority , a registered investment adviser controlled by Mr.
Druckenmiller, has succeeded to the investment management business of
Duquesne, and in connection therewith the Shares formerly held for the
accounts of the Duquesne Clients were transferred on or about January 31, 1994
(the "Transfer Date") to corresponding discretionary asset management accounts
of Priority (the "Priority Clients").
The Reporting Persons
SFM and Mr. Soros
SFM is a sole proprietorship of which Mr. Soros is the sole proprietor. It
has its principal office at 888 Seventh Avenue, New York, New York 10106. Its
sole business is to serve, pursuant to
<PAGE>6
contract, as the principal investment manager or asset manager to several
foreign investment companies, including the SFM Clients. SFM's contracts with
its clients generally provide that SFM is responsible for designing and
implementing the client's overall investment strategy; for conducting direct
portfolio management strategies to the extent SFM determines that it is
appropriate to utilize its own portfolio management capabilities; for
selecting, evaluating and monitoring other investment advisers who manage
separate portfolios on behalf of the client; and for allocating and re-
allocating the client's assets among them and itself. The principal
occupation of Mr. Soros, a U.S. citizen, is his direction of the activities of
SFM, which is carried out in his capacity as the sole proprietor of SFM at
SFM's principal office. Information concerning the identity and background of
the Managing Directors of SFM is set forth in Annex A hereto, which is
incorporated by reference in response to this Item 2.
Duquesne and Mr. Druckenmiller
Duquesne is a Pennsylvania corporation of which Mr. Druckenmiller is the chief
executive officer, a director and the principal stockholder. It has its
principal business office at 2579 Washington Road, Suite 322, Pittsburgh,
Pennsylvania 15241. Until Priority succeeded to its asset management
business, its principal business was to serve, pursuant to contract, as a
discretionary investment adviser to institutional and individual clients,
including the Duquesne Clients. At present, Duquesne provides administrative
services to Priority and its clients. The principal occupation of Mr.
Druckenmiller, a U.S. citizen, is that of a Managing Director of SFM, which he
carries out at SFM's office. Information concerning the identity and
background of the other directors and executive officers of Duquesne is set
forth in Annex B hereto, which is incorporated by reference in response to
this Item 2.
During the past five years, none of the Reporting Persons has been (a)
convicted in a criminal proceeding, or (b) a party to any civil proceeding as
a result of which any of them has been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws, or finding any violation with
respect to such laws.
Pursuant to regulations promulgated under Section 13(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), Mr. Soros (as the sole proprietor
and the person ultimately in control of SFM) may be deemed a "beneficial
owner" of securities, including the Shares, held for the respective accounts
of the SFM Clients as a result of the contractual authority of SFM to exercise
investment discretion with respect to such securities. For the same reason,
Priority, together with Mr. Druckenmiller as the person ultimately in control
of Priority, may be deemed "beneficial owners" of securities, including the
Shares, held for the respective accounts of the Priority Clients, as a result
of the contractual authority of Priority to exercise investment discretion
with respect to such securities. As a result of the assumption by Priority on
the Transfer Date of investment
<PAGE>7
management authority over the Shares formerly held by the Duquesne Clients,
Duquesne is no longer deemed a "beneficial owner" of any Shares.
Item 3. Source and Amount of Funds or Other Consideration.
The SFM Clients expended an aggregate of $267,612,500 to purchase the
6,775,000 Shares that they acquired at a price of $39.50 per Share on April
30, 1993 pursuant to the separate stock purchase agreements, dated as of April
23, 1994, among each of the SFM Clients and DIA Holdings (Overseas) B.V. and
Holdgold, Inc., respectively (the "Initial Stock Purchase Agreements"). One
of the SFM Clients, Quota Fund N.V. ("Quota"), obtained approximately
$36,000,000 of the funds required for this purpose through an unsecured loan
extended to it by another of the SFM Clients, Quantum Fund N.V. ("Quantum"),
pursuant to pre-existing arrangements. Another of the SFM Clients, Quasar
International Partners C.V. ("Quasar"), expended $416,825 to purchase the
8,200 Depositary Shares, each representing one-half of one share of the
Issuer's convertible preferred stock, par value $5.50 per Share (the
"Depositary Shares"), that are reported herein as being held for its account.
The SFM Clients expended an aggregate of $80,580,000 to purchase the 2,040,000
Shares that they acquired at a price of $39.50 per Share on May 10, 1993
pursuant to the terms of separate stock purchase agreements, dated as of April
26, 1993, among each of the SFM Clients and DIA Holdings (Overseas) B.V. and
RIT Capital Partners plc, respectively (the "Supplemental Stock Purchase
Agreements"). The SFM Clients regularly effect purchases of securities
through margin accounts maintained for them with various broker-dealers which
extend margin credit to the SFM Clients as and when required to open or carry
positions in the margin account, subject to applicable Federal margin
regulations, stock exchange rules and the firm's credit policies. The
positions held in all of these margin accounts, including Depositary Shares
presently held by Quasar in its margin account at Arnhold and S. Bleichroeder,
Inc., are pledged as collateral security for the repayment of debit balances
in the accounts. The SFM Clients deposited the Shares acquired pursuant to
the Initial Stock Purchase Agreements and the Supplemental Stock Purchase
Agreements in their margin accounts maintained at Arnhold and S. Bleichroeder,
Inc.
The Duquesne Clients expended an aggregate of $46,807,500 to purchase the
1,185,000 Shares at a price of $39.50 per Share that they acquired on May 10,
1993 pursuant to the terms of the Supplemental Stock Purchase Agreements. The
Priority Clients regularly effect purchases of securities through margin
accounts maintained for them with various broker-dealers which extend margin
credit to them as and when required to open or carry positions in the margin
account, subject to applicable Federal margin regulations, stock exchange
rules and the firm's credit policies. The positions held in all of these
margin accounts are pledged as collateral security for the repayment of debit
balances in the accounts. The Shares acquired by the Duquesne Clients
pursuant to the Supplemental Stock Purchase Agreements were originally
deposited in their margin accounts maintained at Goldman, Sachs & Co. and as
of the Transfer Date have been deposited in margin accounts at that firm for
the Priority Clients.
<PAGE>8
Item 4. Purpose of Transaction.
All of the Shares acquired by the SFM Clients pursuant to the Initial Stock
Purchase Agreements and Supplemental Stock Purchase Agreements or previously
held by them, and all of the Shares acquired by the Duquesne Clients pursuant
to the Supplemental Stock Purchase Agreements and now held by the Priority
Clients, have been acquired for portfolio investment purposes, and none of the
persons identified in response to Item 2 has any present plans or proposals
that relate to or would result in any change in the business, policies,
management, structure or capitalization of the Issuer. Such persons reserve
the right to acquire additional securities of the Issuer, to dispose of such
securities at any time, or to formulate other purposes, plans or proposals
regarding the Issuer or any of its securities, to the extent deemed advisable
in light of their general investment and trading policies, market conditions
or other factors.
Item 5. Interest in Securities of the Issuer.
(a) After taking into account the Issuer's 1.2481 to one stock
split on its Shares paid as a stock dividend on April 21, 1994 to stockholders
of record as of March 31, 1994 ("Split"), the aggregate number of Shares of
which Mr. Soros is considered a beneficial owner pursuant to Section 13(d) of
the Exchange Act and regulations promulgated thereunder is 10,571,997
(approximately 12.30% of the total number of Shares outstanding and that would
be outstanding upon conversion of the 8,200 Depositary Shares held by Quasar).
This number consists of:
(i) 10,560,733 Shares presently owned by the SFM Clients; and
(ii) 11,264 Shares Quasar has the right to acquire upon conversion of
8,200 Depositary Shares presently owned by that SFM Client.
Duquesne is no longer considered the beneficial owner of any Shares. The
aggregate number of Shares of which Priority and Mr. Druckenmiller are
considered the beneficial owners pursuant to Section 13(d) of the Exchange Act
and the regulations promulgated thereunder is 1,301,143 (post-Split) Shares
(approximately 1.52% of the total number of Shares outstanding pursuant to the
Issuer's Form 10-K for the fiscal year ended December 31, 1993).
The filing of this statement on a joint basis by Mr. Soros, Duquesne and Mr.
Druckenmiller shall not be construed as an admission that Mr. Soros is the
beneficial owner of any Shares held or to be held for the accounts of the
Priority Clients nor that Duquesne and Mr. Druckenmiller are the beneficial
owners of any Shares held or to be held for the accounts of the SFM Clients.
(b) The sole power to direct the disposition of 10,560,733 (post-
Split) of the Shares presently owned by the SFM Clients is held by SFM. The
authority to vote such Shares is shared by SFM with the SFM Clients, acting
through their respective corporate officers, but
<PAGE>9
it is anticipated that, if exercised, such voting power would be exercised in
accordance with recommendations given by SFM.
SFM shares the power to direct the disposition of the 8,200 Depositary Shares
held by Quasar with D. Nolan Management Company, Inc. ("Nolan"). The
authority to vote these securities is shared by SFM and the respective
portfolio managers with Quasar, acting through the corporate officers of
Quasar's managing general partner, but it is anticipated that, if exercised,
such voting power would be exercised in accordance with recommendations given
by Nolan or SFM.
The sole power to direct the disposition of 1,301,143 (post-Split) of the
Shares presently owned by the Priority Clients is held by Priority. The sole
authority to vote such Shares is held by the Priority Clients, except as to
840,595 (post-Split) Shares over which Priority has sole voting authority.
Nolan is a Delaware corporation which carries on its principal business as an
investment adviser at the address of its principal office, 245 Park Avenue,
New York, New York 10167. Nolan provides investment advice with respect to a
portion of the assets of Quasar pursuant to contract.
Priority is a Florida corporation which carries on its principal business at
the address of its principal office, 603 Village Boulevard, Suite 210, West
Palm Beach, Florida 33409. Priority is a registered investment adviser and
provides investment advice to the Priority Clients pursuant to contract.
During the past five years, neither Nolan nor Priority has been (i) convicted
in a criminal proceeding, or (ii) a party to any civil proceeding as a result
of which it has been subject to a 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.
(c) A schedule identifying all transactions not described in Item 3
above involving Shares effected by the persons named in response to Item 5(a)
since November 30, 1993 (the date 60 days prior to the date of the event
requiring the filing of this Amendment No. 2 to Schedule 13D) is included as
Annex C hereto, which is incorporated by reference in response to this Item
5(c). All of these transactions were executed in conventional brokerage
transactions on the New York Stock Exchange. In addition to the transactions
reflected on Annex C attached hereto, an aggregate of 50,110 (post-Split)
Shares are no longer beneficially owned by Mr. Druckenmiller as a result of
the termination of certain investment management account agreements with
Duquesne or Priority. Also, as indicated on Annex C, the transactions in
Shares for the account of Quasar were executed at the direction of Essex
Investment Management Company, Inc. ("Essex"). Essex provides investment
advice with respect to a portion of Quasar's assets pursuant to contract. As
of the date hereof, Essex has disposed of the Shares it previously owned and
consequently does not exercise any
<PAGE>10
voting or dispositive power with respect to any Shares held for the accounts
of any persons named in response to Item 5(a).
(d) The shareholders of Quantum and Quota have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
securities held for their respective accounts (including the Shares) in
accordance with their share ownership interests in Quantum and Quota. The
partners of Quasar have the right to participate in the receipt of dividends
from, or proceeds from the sale of, securities held by Quasar (including the
Shares) in accordance with their partnership interests in Quasar.
The Priority Clients have the right to the receipt of dividends from, or
proceeds from the sale of, securities (including the Shares) held for their
respective accounts in accordance with their investment advisory contracts
with Priority.
(e) As described more fully in Item 2 herein, Duquesne ceased to be
deemed the beneficial owner of any of the outstanding Shares as of the
Transfer Date.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The sellers pursuant to the Initial Stock Purchase Agreements and the
Supplemental Stock Purchase Agreements are parties to an agreement with the
Issuer dated as of December 7, 1990 (the "1990 Agreement") that, among other
things, affords to the Issuer a right of first refusal in connection with a
proposed sale of Shares by the parties to the 1990 Agreement, if the proposed
purchasers are or, as a result of the proposed sale transactions, such
purchasers would become the beneficial owners of more than a specified
percentage of the Issuer's voting securities. Under these circumstances, the
1990 Agreement also restricts the right of the parties other than the Issuer
to consummate such a sale unless the purchasers become parties to the 1990
Agreement.
Simultaneously with the closing of the purchases pursuant to the Supplemental
Stock Purchase Agreements, SFM, Mr. Soros, each of the SFM Clients, Duquesne
and Mr. Druckenmiller entered into a Standstill Agreement dated as of May 10,
1993 (the "Standstill Agreement") which contains the following provisions:
(a) such persons shall not vote any Shares held by them in favor of
any nominee for election as a director of the Issuer other than
the nominees recommended by the board of directors of the
Issuer;
(b) they shall not solicit proxies, or become a participant in any
solicitation of proxies, with respect to election of directors
of the Issuer in opposition to the nominees recommended by the
Issuer's board of directors;
<PAGE>11
(c) they will not purchase any additional voting securities of the
Issuer after the closing of the Supplemental Stock Purchase
Agreements, other than from persons who are subject to the 1990
Agreement;
(d) they will not knowingly transfer any voting securities of the
Issuer to any person that is, or would thereby become, the
beneficial owner of more than 9.9% of the Issuer's outstanding
voting securities (other than a person already bound by the
Standstill Agreement or the 1990 Agreement, or a person making
a tender offer for the Issuer's Shares that satisfies certain
conditions) unless the transferee agrees to become a party to
the Standstill Agreement; and
(e) in the event they purchase any additional voting securities of
the Issuer from any person bound by the 1990 Agreement, then
any subsequent sale of voting securities (other than in certain
enumerated categories of transactions) will be subject to a
right of first refusal in favor of the Issuer whereby the
Issuer has the right to acquire any voting securities proposed
to be sold to a third party on the same terms as the securities
are being offered to the third party.
By letter dated December 29, 1993 (a copy of which is attached hereto as
Exhibit F), Mr. Druckenmiller agreed to cause Duquesne Fund, L.P. (for which
Priority acts as general partner) to vote its Shares in the same manner as the
original parties to the Standstill Agreement.
Item 7. Material to Be Filed as Exhibits.
A. Letter, dated December 29, 1993, from Mr. Stanley F.
Druckenmiller to Newmont Mining Corporation.
<PAGE>12
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: April 28, 1994
GEORGE SOROS
By: /s/Sean C. Warren
Sean C. Warren
Attorney-in-Fact
DUQUESNE CAPITAL MANAGEMENT INCORPORATED
By: /s/Michael A. Shay, CFA
Michael A. Shay, CFA
Vice President
/s/Stanley F. Druckenmiller
STANLEY F. DRUCKENMILLER
<PAGE>13
ANNEX A
The following is a list of all of the persons who serve as Managing
Directors of Soros Fund Management ("SFM"):
Scott K. H. Bessent
Walter Burlock
Stanley F. Druckenmiller
Arminio Fraga
Gary Gladstein
Robert Johnson
Donald H. Krueger
Elizabeth Larson
Gerard Manolovici
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Robert Raiff
Lief Rosenblatt
Mark D. Sonnino
Sean C. Warren
Each of the above-listed persons is a United States citizen whose principal
occupation is serving as Managing Director of SFM, and each has a business
address c/o Soros Fund Management, 888 Seventh Avenue, New York, New York
10106. During the past five years, none of the above-listed persons has been
(i) convicted in a criminal proceeding, or (ii) a party to any civil
proceeding as a result of which any of such persons has been subject to a
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.
<PAGE>14
ANNEX B
DUQUESNE CAPITAL MANAGEMENT INC.
NAME/TITLE OCCUPATION BUSINESS/ADDRESS
Stanley F. Druckenmiller Investment Adviser Soros Fund Management
(Managing Director 888 Seventh Avenue
of SFM); President New York, NY 10106
of Priority
Addison Fischer President 20 Fourteenth Avenue South
Director Fisher International Naples, Florida 33940
(Residence)
Wesley C. Adams Retired 1933 Lunar Lane
Director Sr. Vice President Wilmington, NC 28403
Hillman Co. (Residence)
Michael A. Shay Vice President of Duquesne Capital
Vice President Duquesne Management Inc.
2579 Washington Road,
Suite 322
Pittsburgh, PA 15241
Michael A. Huczko Assistant Vice Duquesne Capital
Vice President President of Duquesne; Management Inc.
Vice President of 2579 Washington Road,
Priority Suite 322
Pittsburgh, PA 15241
During the past five years, none of the above-listed persons has been (i)
convicted in a criminal proceeding, or (ii) a party to any civil proceeding as
a result of which any of such persons has been subject to a 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.
<PAGE>15
ANNEX C
TRANSACTIONS IN COMMON STOCK OF NEWMONT MINING CORPORATION
Date of Nature of Number of Price per
Transaction Party Transaction Shares(1) Share ($)
12/08/93 Duquesne(2) Sale 12,500 56.000
12/08/93 SFM(3) Sale 12,500 55.938
12/09/93 SFM(3) Sale 23,750 55.958
12/09/93 Duquesne(2) Sale 23,750 56.020
12/10/93 SFM(3) Sale 12,500 56.563
12/10/93 Duquesne(2) Sale 12,500 56.625
12/13/93 Duquesne(2) Sale 3,900 57.750
12/13/93 SFM(3) Sale 3,900 57.688
12/14/94 SFM(3) Sale 2,350 57.813
12/14/93 Duquesne(2) Sale 2,350 57.875
12/21/93 SFM(4) Sale 2,400 56.328
12/21/93 SFM(4) Sale 1,800 56.326
12/21/93 SFM(4) Sale 2,200 56.328
12/21/93 SFM(4) Sale 2,600 56.327
12/21/93 SFM(4) Sale 2,600 56.325
____________________
1 Does not take into account the Issuer's 1.2481 to one stock split on its
Shares paid as a stock dividend on April 21, 1994 to stockholders of record as
of March 31, 1994.
2 These transactions were effected for the accounts of Duquesne Clients.
3 These transactions were effected for the account of Quota Fund N.V.
4 These transactions were effected for the account of Quasar International
Partners C.V. by Essex Investment Management Company, Inc.
<PAGE>16
INDEX OF EXHIBITS
EXHIBIT PAGE
A Power of Attorney, dated December 11, 1991, granted
by Mr. George Soros in favor of Mr. Sean C. Warren(1)
B Joint Filing Agreement pursuant to Rule 13d-1(f)(1)
among Mr. Soros, Duquesne and Mr. Druckenmiller(1)
C.1 Supplemental Stock Purchase Agreement dated as of
April 26, 1993 between Quantum and DIA Holdings
(Overseas) B.V.(1)
C.2 Supplemental Stock Purchase Agreement dated as of
April 26, 1993 between the Duquesne Clients and DIA
Holdings (Overseas) B.V.(1)
C.3 Schedule of Omitted Agreements(1)
D Interim Agreement dated as of April 30, 1993 among
the Issuer, SFM and the SFM Clients(1)
E Standstill Agreement dated as of May 10, 1993 among
the Issuer, SFM, Mr. Soros, the SFM Clients, Duquesne
and Mr. Druckenmiller(2)
F Letter, dated December 29, 1993, from Mr. Stanley F.
Druckenmiller to Newmont Mining Corporation 17
____________________
1 These exhibits were filed with the Initial Statement on Schedule 13D dated
April 30, 1993, and are incorporated herein by reference thereto.
2 This exhibit was filed with Amendment No. 1 to the Schedule 13D dated May
10, 1994 and is incorporated herein by reference thereto.
