<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
Newmont Mining Corporation
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Newmont Mining Corporation
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
--------------------------------------------------------------------------------
NEWMONT MINING CORPORATION
--------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING
The Annual Meeting of Stockholders of NEWMONT MINING CORPORATION will be
held at 9:00 a.m. on Thursday, May 4, 1995 in the John D. Hershner Room, 1700
Lincoln Street, Denver, Colorado to:
1. Elect directors.
2. Consider and act upon a stockholder proposal set forth in the
accompanying Proxy Statement, if introduced at the meeting.
3. Transact such other business that may properly come before the
meeting.
Stockholders are cordially invited to attend the meeting.
By order of the Board of Directors
TIMOTHY J. SCHMITT
Secretary
1700 Lincoln Street
Denver, Colorado 80203
March 31, 1995
--------------------------------------------------------------------------------
IF YOU ARE UNABLE TO ATTEND THE MEETING IN PERSON, PLEASE MARK,
SIGN AND DATE THE ACCOMPANYING PROXY CARD AND RETURN IT
PROMPTLY IN THE ACCOMPANYING ENVELOPE.
--------------------------------------------------------------------------------
<PAGE> 3
PROXY STATEMENT
GENERAL INFORMATION
STOCKHOLDERS ENTITLED TO VOTE. Holders of the common stock of the
Corporation of record at the close of business on March 9, 1995 are entitled to
vote at the Annual Meeting of Stockholders. As of March 9, 1995 there were
86,083,676 shares of common stock outstanding. Each share of common stock
entitles its owner to one vote. The holders of a majority of the shares entitled
to vote at the Annual Meeting of Stockholders must be present in person or
represented by proxy in order to constitute a quorum for all matters to come
before the meeting.
Votes at the Annual Meeting of Stockholders will be tabulated by two
inspectors of election who shall be appointed by the Chairman of the meeting and
who shall not be candidates for election to the Board of Directors. The
inspectors of election will treat shares of common stock represented by a
properly signed and returned proxy as present at the Annual Meeting of
Stockholders for purposes of determining a quorum, without regard to whether the
proxy is marked as casting a vote or abstaining.
Directors will be elected by a favorable vote of a plurality of the shares
of common stock present and entitled to vote, in person or by proxy, at the
Annual Meeting of Stockholders. All other matters to come before the Annual
Meeting require the approval of a majority of the votes cast on such matters.
Under the Corporation's Certificate of Incorporation, By-Laws or Delaware law
abstentions and broker "non-votes" as to particular matters will not count as
votes cast for or against any matters and are counted only for purposes of
determining whether a quorum is present at the Annual Meeting of Stockholders.
Abstentions and "non-votes" have the same effect as votes against proposals
presented to stockholders except with respect to the election of directors. A
"non-vote" occurs when a nominee holding shares for a beneficial owner votes on
one proposal, but does not vote on another proposal because the nominee does not
have discretionary voting power and has not received instructions to do so from
the beneficial owner.
PROXY SOLICITATION. The accompanying proxy is solicited by the Board of
Directors of the Corporation. This Proxy Statement is being mailed to the
stockholders on or about March 31, 1995 concurrently with the mailing of the
Corporation's 1994 Annual Report. In addition to solicitation by mail,
solicitation of proxies may be made by certain officers and regular employees of
the Corporation by mail, telephone, telegraph or personal interview. The
Corporation also has retained Georgeson & Company Inc. to aid in the
solicitation of brokers, banks and other institutional stockholders for a fee of
$8,000. All costs of the solicitation of proxies will be borne by the
Corporation. The Corporation will also reimburse brokerage firms and others for
their expenses in forwarding proxy materials to beneficial owners of the
Corporation's common stock. A stockholder who executes a proxy may revoke it by
(i) delivering to the Secretary of the Corporation, at any time before the
proxies are voted, a written notice of revocation bearing a later date than the
proxy or (ii) attending the Annual Meeting of Stockholders and voting in person
(although attendance at the Annual Meeting of Stockholders will not in and of
itself constitute a revocation of a proxy). Written notice revoking a proxy
should be sent to the attention of the Secretary of the Corporation at 1700
Lincoln Street, Denver, Colorado 80203. A stockholder may substitute another
person in place of those persons presently named as proxies.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS. Arthur Andersen & Co. has
acted as auditors for the Corporation since 1967. The Board of Directors has
selected Arthur Andersen & Co. to continue in that capacity for the current
year. In addition to audit services, Arthur Andersen & Co. has regularly
provided tax consulting services to the Corporation. Representatives of Arthur
Andersen & Co. will be present at the Annual Meeting of Stockholders and will be
allowed to make a statement if they wish. Additionally, they will be available
to respond to appropriate questions from stockholders during the meeting.
STOCKHOLDER PROPOSALS. To be included in the Board of Directors' Proxy
Statement for the 1996 Annual Meeting of Stockholders, stockholder proposals
must be received by the Corporation on or before November 30, 1995. Proposals
should be sent to the attention of the Secretary of the Corporation at 1700
Lincoln Street, Denver, Colorado 80203.
<PAGE> 4
ELECTION OF DIRECTORS
NOMINEES. Each of the nine persons named below is a nominee for election as
a director at the Annual Meeting of Stockholders for the term of one year and
until his successor is elected and qualifies. Unless authority is withheld, the
proxies will be voted for the election of such nominees. Except for Messrs.
Qureshi and Reilly who were elected to the Board of Directors in November 1994
and July 1994, respectively, all of the nominees were elected to the Board of
Directors at the last Annual Meeting of Stockholders and are all currently
serving as directors of the Corporation. If any such nominee cannot be a
candidate for election at the Annual Meeting of Stockholders, then the proxies
will be voted either for a substitute nominee designated by the Board of
Directors or for the election only of the remaining nominees.
The following table contains a summary of the background and principal
occupations of the nominees.
<TABLE>
<CAPTION>
DIRECTOR
NOMINEE SINCE
<S> <C>
----------------------------------------------------------------------------------------------
RUDOLPH I. J. AGNEW (60)............................................................ 1981
Former Chairman and Chief Executive Officer of Consolidated Gold Fields PLC, a
natural resources company; Chairman, World Conservation Monitoring Centre, a
charitable organization for environmental data gathering
Director of Newmont Gold Company, Bona Shipbuilding Ltd., LASMO PLC, New London
PLC, Redland PLC and Standard Chartered PLC
----------------------------------------------------------------------------------------------
J. P. BOLDUC (55)................................................................... 1994
Director of W.R. Grace & Co., a specialty chemical and health care company, since
1986; President from 1990 through March 3, 1995 and Chief Executive Officer
from January 1, 1993 through March 3, 1995 of W.R. Grace & Co.
Director of Newmont Gold Company, Brothers Gourmet Coffee, Inc., Marshall & Ilsley
Corporation, Sunstrand Corporation and Unisys Corporation
----------------------------------------------------------------------------------------------
RONALD C. CAMBRE (56)............................................................... 1993
Chairman of the Corporation since January 1, 1995, President since June 1, 1994
and Chief Executive Officer since November 1, 1993, previously Vice Chairman
from November 1, 1993 through December 31, 1994; previously Vice President and
Senior Technical Advisor to the Office of the Chairman of Freeport-McMoRan
Inc., a natural resources company, since 1988
Chairman, President and Chief Executive Officer and Director of Newmont Gold
Company
----------------------------------------------------------------------------------------------
JOSEPH P. FLANNERY (62)............................................................. 1982
Chairman, President and Chief Executive Officer of Uniroyal Holding, Inc., a
holding company; Partner in Clayton & Dubilier, Inc., an investment firm, from
September 1, 1988 through December 31, 1990
Director of Newmont Gold Company, APS Holding Corporation, Arvin Industries, Inc.,
Ingersoll-Rand Company, K-Mart Corporation and The Scotts Company
----------------------------------------------------------------------------------------------
THOMAS A. HOLMES (71)............................................................... 1979
Retired Chairman and Chief Executive Officer of Ingersoll-Rand Company, a
manufacturer of machinery
Director of Newmont Gold Company, Arvin Industries, Inc., Becton, Dickinson and
Company and W.R. Grace & Co.
----------------------------------------------------------------------------------------------
ROBIN A. PLUMBRIDGE (59)............................................................ 1983
Chairman and Chief Executive Officer of Gold Fields of South Africa Limited, a
natural resources company
Director of Newmont Gold Company, Driefontein Consolidated Limited and Kloof Gold
Mining Company Limited
----------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
DIRECTOR
NOMINEE SINCE
<S> <C>
----------------------------------------------------------------------------------------------
MOEEN A. QURESHI (64)............................................................... 1994
Chairman and Managing Partner of Emerging Markets Partnership, a private
investment management company since June 1992; Prime Minister of Pakistan from
July 1993 through October 1993; previously Senior Vice President, Operations,
World Bank
Director of Newmont Gold Company
----------------------------------------------------------------------------------------------
MICHAEL K. REILLY (62).............................................................. 1994
Chairman of Zeigler Coal Holding Company, a coal producer, since 1985, previously
Chief Executive Officer from 1983 through December 31, 1994, previously
President from 1983 through 1991
Director of Newmont Gold Company
----------------------------------------------------------------------------------------------
WILLIAM I. M. TURNER, JR. (66)...................................................... 1986
Chairman and Chief Executive Officer of EXSULTATE INC., a holding company, since
July 1, 1990; previously Chairman and Chief Executive Officer of PCC Industrial
Corporation, a holding company, from February 1, 1989 through June 30, 1990
Director of Newmont Gold Company and Schroders PLC
----------------------------------------------------------------------------------------------
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE FOREGOING
NOMINEES AND, UNLESS A STOCKHOLDER GIVES INSTRUCTIONS ON THE PROXY CARD TO THE
CONTRARY, THE APPOINTEES NAMED THEREON INTEND SO TO VOTE.
NGC TRANSACTION. On March 18, 1994, the Corporation and Newmont Gold
Company ("NGC") entered into a transaction (the "NGC Transaction") to combine
the operations of the Corporation and NGC, effective as of January 1, 1994. In
the NGC Transaction, the Corporation transferred all of its assets, other than
85,850,101 shares of common stock of NGC to NGC and NGC assumed all existing and
future liabilities of the Corporation other than the Corporation's obligations
with respect to its $5.50 convertible preferred stock and the Corporation's
obligations in respect of its employee stock options. In addition, as part of
the NGC Transaction, in order to equalize, as closely as possible, the
outstanding number of shares of common stock of the Corporation and the number
of shares of common stock of NGC held by the Corporation, and to maintain such
equality thereafter, the Corporation effected a stock split of its common stock
and NGC (i) issued to the Corporation convertible preferred stock of NGC having
terms identical to the terms of the Corporation's preferred stock and (ii)
issued to the Corporation options exercisable for NGC common stock (the "NGC
Options") on the same terms as the existing employee options for the
Corporation's common stock. The preferred stock issued by NGC to the Corporation
will be converted into common stock of NGC if and to the extent the
Corporation's preferred stock is converted. The NGC Options have been and will
be exercised if and to the extent the Corporation's employee stock options are
exercised. As part of the NGC Transaction, additional NGC Options have been and
will be granted by NGC to the Corporation if and to the extent additional
employee stock options are granted by the Corporation, to maintain, as closely
as possible, equality between the outstanding number of shares of common stock
of the Corporation and the number of shares of common stock of NGC held by the
Corporation. As a result of the NGC Transaction the Corporation owns (as of
March 9, 1995) 89.2% of NGC's issued and outstanding common stock, but has no
other assets and has no employees. The Corporation and NGC operate as a single
economic unit.
STOCK OWNERSHIP. As of March 9, 1995, all directors and executive officers
of the Corporation as a group beneficially owned 418,977 shares of the
Corporation's common stock, constituting in the aggregate less than 1% of the
Corporation's outstanding common stock. The nature of beneficial ownership of
all such shares is sole voting and investment power. As of March 9, 1995, all
directors and executive officers of the Corporation as a group beneficially
owned 12,737 shares of common stock of NGC constituting in the aggregate less
than 1% of NGC's outstanding common stock. The nature of beneficial ownership of
all such
3
<PAGE> 6
shares is sole voting and investment power. The following table sets forth the
number of shares of common stock of the Corporation and the number of shares of
common stock of NGC beneficially owned by the Corporation's directors and
executive officers as of March 9, 1995:
<TABLE>
<CAPTION>
NAME OF SHARES OF CORPORATION SHARES OF NGC
BENEFICIAL OWNER COMMON STOCK OWNED(1) COMMON STOCK OWNED
---------------------------------------------------- --------------------- ------------------
<S> <C> <C>
Rudolph I. J. Agnew................................. 2,496 625
J. P. Bolduc........................................ -0- 625
Ronald C. Cambre.................................... 50,347(2) 4,480
Graham M. Clark, Jr. ............................... 54,976(2) 991
Joseph P. Flannery.................................. 2,745 625
Eric Hamer.......................................... 51,781(2) -0-
Thomas A. Holmes.................................... 6,948 625
Lawrence T. Kurlander............................... 5,680(2) 810
Wayne W. Murdy...................................... 66,869(2) 1,381
Robin A. Plumbridge................................. 2,496 625
Moeen A. Qureshi.................................... -0- 625
Michael K. Reilly................................... 5,000 625
William I. M. Turner, Jr. .......................... 8,000 625
All directors and executive officers as a group,
including those named above (28 persons).......... 418,977(2) 12,737
</TABLE>
---------------
(1) None of the directors or executive officers of the Corporation beneficially
own any shares of the Corporation's convertible preferred stock.
(2) Includes 45,555 shares, 49,610 shares, 49,984 shares, 4,680 shares, 59,907
shares and 366,256 shares which Messrs. Cambre, Clark, Hamer, Kurlander,
Murdy and all directors and executive officers as a group, respectively,
have the right to acquire on or within 60 days after March 9, 1995 by the
exercise of options granted by the Corporation.
PRINCIPAL STOCKHOLDERS. The description of the beneficial ownership of the
outstanding common stock of the Corporation and the other information which is
set forth below is based upon Schedule 13D under the Securities Exchange Act of
1934 filed with the Securities and Exchange Commission ("SEC") by the persons
reporting such beneficial ownership and certain additional information provided
by such persons to the Corporation. The power of such persons to vote and
dispose of the Corporation's common stock is subject to the contractual
arrangements described below.
According to a Schedule 13D dated April 23, 1993 (as amended by Amendment 1
thereto dated May 10, 1993 and Amendment No. 2 thereto dated April 28, 1994, the
"Soros Schedule 13D") and Statements of Changes in Beneficial Ownership on Form
4, dated July 8, 1994, filed by Mr. George Soros ("Soros") with the SEC under
the Securities Exchange Act of 1934, as of June 24, 1994, Quota Fund N.V.
("Quota"), Quantum Fund N.V. ("Quantum") and Quasar International Partners C.V.
("Quasar") could be deemed to own beneficially, in the aggregate, 10,194,700
shares of the Corporation's common stock (which number includes the number of
shares that Quasar would hold upon conversion of the 8,200 depositary shares
referred to below), or approximately 11.9% of the Corporation's then outstanding
common stock. The shares of the Corporation's common stock were acquired by
Quota, Quantum and Quasar at the direction of Soros Fund Management ("SFM"), an
investment advisory firm whose sole proprietor is Soros. SFM acts as the
principal investment manager or asset manager to Quota, Quantum and Quasar. The
sole power to direct the disposition of the shares of the Corporation's common
stock currently owned by Quota, Quantum and Quasar is held by SFM. In addition,
the authority to vote such shares of the Corporation's common stock is shared by
SFM with Quota, Quantum and Quasar, acting through their respective corporate
officers, but, according to the Soros Schedule 13D, SFM anticipates 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
8,200 depositary shares, each representing one-half of one share of the
Corporation's convertible preferred stock, par
4
<PAGE> 7
value $5.50 per share (which shares are convertible into 11,265 shares of the
Corporation's common stock), held by Quasar with D. Nolan Management Company,
Inc. ("Nolan"). The authority to vote these securities is shared by SFM and
Nolan with Quasar, acting through the corporate officers of Quasar's managing
general partner, but SFM anticipates that, if exercised, such voting power would
be exercised in accordance with recommendations given by Nolan or SFM. According
to the Soros Schedule 13D, Soros, as sole proprietor of SFM, may be deemed for
purposes of Section 3(d) of the Securities Exchange Act of 1934 to be the
beneficial owner of the shares of the Corporation's common stock beneficially
owned by Quota, Quantum and Quasar.
According to the Soros Schedule 13D dated as of April 28, 1994, certain
clients of Priority Investment Management, Incorporated ("Priority"), for which
Priority has investment discretion, beneficially owned 1,301,143 shares of the
Corporation's common stock, or approximately 1.5% of the Corporation's then
outstanding common stock. According to the Soros Schedule 13D, Mr. Stanley F.
Druckenmiller ("Druckenmiller"), Chief Executive Officer and principal
stockholder of Priority, and Priority may be deemed for purposes of Section
13(d) of the Securities Exchange Act of 1934 to be beneficial owners of the
shares of the Corporation's common stock beneficially owned by the clients of
Priority.
In connection with the acquisitions of the shares of the Corporation's
common stock described above, the Corporation entered into a Standstill
Agreement dated as of May 10, 1993 with Soros, SFM, Druckenmiller (a predecessor
entity to Priority), Quantum, Quasar and Quota (collectively, with certain other
entities, the "Soros Group") providing for, among other things, certain
restrictions on shareholdings by the Soros Group. The Standstill Agreement was
filed as an exhibit to the Corporation's annual report on Form 10-K for the year
ended December 31, 1993.
DIRECTORS' FEES, COMMITTEES AND MEETINGS. Directors who are neither
officers nor employees of the Corporation, NGC or any of NGC's subsidiaries are
entitled to receive $25,000 per annum for serving as directors on the
Corporation's Board of Directors. All directors are entitled to receive an
attendance fee of $1,000 per meeting of the Board of Directors. Each director
who is neither an officer nor an employee of the Corporation, NGC or any of
NGC's subsidiaries is entitled to receive an attendance fee of $750 per meeting
of a committee of which he is a member and $1,000 per meeting in the case of the
Chairman of the committee.
In addition, pursuant to NGC's Directors' Stock Award Plan, directors who
also serve on the Board of Directors of NGC and who are not employees of the
Corporation, NGC or any of NGC's subsidiaries will receive 625 shares of common
stock of NGC annually on the date of their election or re-election at NGC's
Annual Meeting of Stockholders commencing in 1995. Under the terms of such plan,
each eligible director also received 625 shares when the plan became effective
in November 1994. If a person who is not an employee of the Corporation, NGC or
any of NGC's subsidiaries becomes a director in any year, after NGC's Annual
Meeting of Stockholders held in such year, such person will receive 625 shares
of common stock of NGC on the effective date of such person's election as a
director of NGC. Shares awarded under the plan are transferable only after five
years or on such earlier date on which the participating person is no longer a
director and which is at least six months after the participant receives such
shares. The shares will also become transferable upon the death or disability of
a participant.
On retirement from the Board of Directors at any time after attaining age
65, a director who is not entitled to a pension under NGC's Pension Plan (i.e.,
a director who has not been an officer or employee of the Corporation, NGC or
any of NGC's subsidiaries) and who has served for at least ten consecutive years
as a director of the Corporation or NGC is entitled to be paid an annual sum of
$20,000 and an amount equal to the per annum fee paid to him in his capacity as
a director during his final year of service on the Board of Directors, in each
case, for life.
During 1994, the Board of Directors held seven meetings and each incumbent
director attended more than 75% in the aggregate of all meetings of the Board of
Directors and committees of the Board of Directors on which he served for the
period during which he was a member except for Mr. Reilly who attended 66% of
the meetings of the Board of Directors for the period during which he was a
director.
5
<PAGE> 8
The Board of Directors has, in addition to other standing committees,
audit, compensation and nominating committees. Members of these three committees
are not, and have not been, officers or employees of the Corporation, NGC or
their subsidiaries. The members of these committees during all or part of 1994
were:
<TABLE>
<CAPTION>
AUDIT COMPENSATION NOMINATING
--------------------------- ------------------------- -------------------------
<S> <C> <C>
J. P. Bolduc(2) Rudolph I. J. Agnew(2) Rudolph I. J. Agnew(2)
Joseph P. Flannery(2) Joseph P. Flannery(1)(2) J. P. Bolduc(2)
Pierre Haas(3) Thomas A. Holmes(2) Joseph P. Flannery(2)
Robin A. Plumbridge(2) Robin A. Plumbridge(2) Thomas A. Holmes(1)(2)
William I. M. Turner, William I. M. Turner, William I. M. Turner,
Jr.(1)(2) Jr.(2) Jr.(2)
</TABLE>
---------------
(1) Chairman
(2) Current member
(3) Former director
The Audit Committee recommends independent public accountants to act as
auditors for the Corporation for consideration by the Board of Directors,
reviews the Corporation's financial statements, confers with the independent
public accountants with respect to the scope and results of their audit of the
Corporation's financial statements and their reports thereon, reviews the
Corporation's accounting policies, tax matters and internal controls and
oversees compliance by the Corporation with requirements of the Financial
Accounting Standards Board and federal regulatory agencies. The Audit Committee
also reviews non-audit services furnished to the Corporation by the independent
public accountants, primarily consultation on tax matters. Access to the Audit
Committee is given to the Corporation's Controller and Director of Internal
Audit. During 1994, the Audit Committee held three meetings.
The Compensation Committee in conjunction with the Compensation Committee
of NGC recommends to the Board of Directors the levels and forms of compensation
to be paid to the officers and key employees of the Corporation, NGC and their
subsidiaries and granting options under the Corporation's stock option plans.
During 1994, the Compensation Committee held four meetings.
The Nominating Committee's function is to propose to the Board of Directors
slates of directors to be elected at the Annual Meetings of Stockholders (and
any directors to be elected by the Board of Directors to fill vacancies) and
slates of officers to be elected by the Board of Directors. During 1994, the
Nominating Committee held three meetings. The Nominating Committee will consider
for nomination to become directors any persons recommended by stockholders.
Recommendations may be submitted to the Nominating Committee in care of the
Secretary of the Corporation at 1700 Lincoln Street, Denver, Colorado 80203.
EXECUTIVE COMPENSATION
All executive officers of the Corporation are executive officers and
employees of NGC. All salary and other compensation and benefit costs are borne
by NGC.
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION. The following table shows
the total compensation earned or paid to the Chief Executive Officer and to each
of the Corporation's four most highly compensated executive officers, other than
the Chief Executive Officer, for services rendered in all capacities to the
Corporation, NGC and their subsidiaries in 1994, 1993 and 1992.
6
<PAGE> 9
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
NAME/ --------------------- STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS AWARDS OPTIONS(#)(5) COMPENSATION(6)
-------------------------------------- ---- -------- -------- ---------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Ronald C. Cambre 1994 $514,000(1) $321,278 $153,722(4) -0- $ 9,000
Chairman, President and 1993 80,000(1) 75,000(2) -0- 302,038 -0-
Chief Executive Officer 1992 N/A N/A N/A N/A N/A
Wayne W. Murdy 1994 223,000 108,491 47,386(4) -0- 9,000
Senior Vice President 1993 215,000 109,930 38,832 -0- 6,450
and Chief Financial Officer 1992 827 242,500(3) -0- 149,771 -0-
Graham M. Clark, Jr. 1994 223,000 95,113 34,004(4) -0- 9,000
Senior Vice President 1993 215,000 102,814 31,969 -0- 9,000
and General Counsel 1992 200,000 105,243 24,000 149,771 9,000
Lawrence T. Kurlander 1994 161,250(7) 132,020(7) 27,794(4) 108,583 3,225
Senior Vice President, 1993 N/A N/A N/A N/A N/A
Administration 1992 N/A N/A N/A N/A N/A
Eric Hamer(8) 1994 164,000 53,776 -0- -0- 9,000
Vice President, 1993 160,000 49,040 -0- -0- 9,000
Indonesian Projects 1992 155,000 68,859 -0- 89,861 9,000
T. Peter Philip(9) 1994 182,387(10) 100,038 -0- -0- 8,060
Former President 1993 331,000(10) 182,474 67,084 -0- 9,000
and Chief Operating Officer 1992 311,500(10) 180,405 45,000 109,832 9,000
</TABLE>
---------------
N/A -- Not applicable
(1) Became an executive officer on November 1, 1993. Salary in 1993 based on an
annualized base salary of $450,000 for the period from November 1, 1993
through December 31, 1993. See "Executive Agreements" below. Such amounts
also include director's fees of $14,000 and $5,000 in 1994 and 1993,
respectively.
(2) The amount of Mr. Cambre's bonus was stipulated by the terms of his
employment agreement. See "Executive Agreements" below.
(3) Mr. Murdy became an executive officer on December 31, 1992. The amount
shown consists of a "sign-on" bonus of $75,000, a one-time payment of
$117,500 to compensate Mr. Murdy for a bonus foregone as a result of his
agreement to undertake his current duties with the Corporation and NGC and
a reimbursement to Mr. Murdy of $50,000 for expenses incurred in connection
with the cancellation of a home construction contract in Mr. Murdy's former
city of residence.
(4) Value of NGC restricted stock awarded under NGC's Annual Incentive
Compensation Plan for 1994 at the election of NGC's Compensation Committee
in lieu of cash. Dividends are payable on the shares awarded. These shares
are subject to a two year vesting period and were issued in January 1995 in
the following amounts:
<TABLE>
<CAPTION>
#
------
<S> <C>
Ronald C. Cambre.................................................................... 4,480
Wayne W. Murdy...................................................................... 1,381
Graham M. Clark, Jr. ............................................................... 991
Lawrence T. Kurlander............................................................... 810
</TABLE>
The number of shares and value of restricted stock of the Corporation held
by the named executive officers on December 31, 1994 was as follows:
<TABLE>
<CAPTION>
# $
------ -------
<S> <C> <C>
Ronald C. Cambre.......................................................... -0- -0-
Wayne W. Murdy............................................................ 847 30,439
Graham M. Clark, Jr. ..................................................... 1,471 52,864
Lawrence T. Kurlander..................................................... -0- -0-
Eric Hamer................................................................ -0- -0-
T. Peter Philip........................................................... -0- -0-
</TABLE>
On December 31, 1994, none of the named executive officers held any
restricted shares of NGC.
(5) Represents special equity option grants made to these individuals which
generally vest over a period of four to five years, except for Mr.
Kurlander whose options vest over a period of approximately one to three
years.
(6) The amounts shown represent NGC's contributions and credits to its Employee
Savings Plan and nonqualified supplemental Savings Equalization Plan for
the named executive officers.
(7) Mr. Kurlander became an executive officer on April 1, 1994. Salary in 1994
based on an annualized base salary of $215,000 for the period April 1, 1994
through December 31, 1994. The bonus amount shown consists of a "sign-on"
bonus of $60,000 and a bonus under NGC's Annual Incentive Compensation Plan
of $72,020 for the period April 1, 1994 through December 31, 1994.
(8) Mr. Hamer is an elected officer of NGC only.
(9) Mr. Philip retired as President and Chief Operating Officer of the
Corporation and of NGC on June 1, 1994.
(10) Includes director's fees of $6,000, $16,000 and $11,500 in 1994, 1993 and
1992, respectively.
7
<PAGE> 10
STOCK OPTIONS. The following table contains information concerning the
grant of stock options in 1994 under the Corporation's stock option plans with
respect to the named executive officers.
OPTION GRANTS IN 1994
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
-------------------------------------------------------------------------------------------------- ANNUAL RATES OF
NUMBER OF PERCENT OF STOCK PRICE
SECURITIES TOTAL OPTIONS APPRECIATION
UNDERLYING GRANTED TO MARKET PRICE FOR OPTION TERMS
OPTIONS PARTICIPANTS EXERCISE ON GRANT EXPIRATION ------------------------
NAME GRANTED (#) IN 1994 PRICE ($/SH) DATE ($/SH) DATE 5% 10%
-------------------------- ----------- ------------- ------------ ------------ ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Lawrence T. Kurlander..... 9,360(1) 2.0 46.27 46.27 03/31/04 $ 272,845 $ 688,609
44,932(2) 9.5 40.07 40.07 11/15/04 1,134,268 2,862,676
14,977(3) 3.2 48.08 40.07 11/15/04 258,115 834,238
14,977(3) 3.2 52.08 40.07 11/15/04 198,207 774,330
14,977(3) 3.2 56.09 40.07 11/15/04 138,149 714,273
</TABLE>
---------------
(1) These options were granted on April 1, 1994 and become exercisable in two
annual increments of 50% each commencing on April 1, 1995.
(2) These options were granted on November 16, 1994 and become exercisable in
three annual increments of 33 1/3% each commencing on April 28, 1995. All of
these options are exercisable at the indicated exercise price but only if on
the day prior to exercise the price of the Corporation's common stock is at
least 125% of the exercise price ($50.09).
(3) These options were granted on November 16, 1994 and become exercisable in
full, as follows:
<TABLE>
<CAPTION>
EXERCISE DATE ON
PRICE ($/SH) WHICH EXERCISABLE
------------ -----------------
<S> <C>
48.08.................................... June 23, 1995
52.08.................................... June 23, 1996
56.09.................................... June 23, 1997
</TABLE>
OPTION EXERCISES AND HOLDINGS. The following table sets forth information
with respect to the named executive officers concerning the exercise of options
in 1994 and unexercised options held at the end of 1994.
AGGREGATED OPTION EXERCISES IN 1994 AND
1994 YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT 1994 IN-THE-MONEY OPTIONS
ACQUIRED YEAR-END (#) AT 1994 YEAR-END
ON VALUE --------------------------- ---------------------------
NAME EXERCISE (#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
-------------------------------------- --------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Ronald C. Cambre...................... -0- $ -0- 75,509 226,529 $ -0- $ -0-
Wayne W. Murdy........................ -0- -0- 21,092 113,702 -0- 439,447
Graham M. Clark, Jr................... -0- -0- 19,657 104,839 20,077 382,812
Lawrence T. Kurlander................. -0- -0- -0- 99,223 -0- -0-
Eric Hamer............................ 8,986 152,064 32,012 62,903 44,164 229,689
T. Peter Philip....................... 26,009 266,545 -0- -0- -0- -0-
</TABLE>
PENSION PLANS. The following table shows the estimated pension benefits
payable to a covered participant at normal retirement age (62 years) under NGC's
qualified defined benefit pension plan (the "Pension Plan"), as well as under
its nonqualified supplemental pension plan that provides benefits that would
otherwise be denied participants by reason of certain Internal Revenue Code
limitations on qualified plan benefits, based on remuneration that is covered
under the plans and years of service with the Corporation, NGC and their
subsidiaries.
8
<PAGE> 11
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
---------------------------------------------------------
REMUNERATION 15 20 25 30 35
------------ --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
$ 200,000................................. $ 52,500 $ 70,000 $ 87,500 $ 105,000 $ 122,500
250,000................................. 65,625 87,500 109,375 131,250 153,125
300,000................................. 78,750 105,000 131,250 157,500 183,750
350,000................................. 91,875 122,500 153,125 183,750 214,375
400,000................................. 105,000 140,000 175,000 210,000 245,000
450,000................................. 118,125 157,500 196,875 236,250 275,625
500,000................................. 131,250 175,000 218,750 262,500 306,250
550,000................................. 144,375 192,500 240,625 288,750 336,875
600,000................................. 157,500 210,000 262,500 315,000 367,500
650,000................................. 170,625 227,500 284,375 341,250 398,125
700,000................................. 183,750 245,000 306,250 367,500 428,750
750,000................................. 196,875 262,500 328,125 393,750 459,375
800,000................................. 210,000 280,000 350,000 420,000 490,000
850,000................................. 223,125 297,500 371,875 446,250 520,625
900,000................................. 236,250 315,000 393,750 472,500 551,250
950,000................................. 249,375 332,500 415,625 498,750 581,875
1,000,000................................. 262,500 350,000 437,500 525,000 612,500
1,050,000................................. 275,625 367,500 459,375 551,250 643,125
1,100,000................................. 288,750 385,000 481,250 577,500 673,750
</TABLE>
A participant's remuneration covered by the Pension Plan is his or her
average base salary and bonus, including amounts paid in the form of restricted
stock (as reported in the Summary Compensation Table) for the sixty consecutive
months in which the highest level of compensation was paid to the participant
during the last one hundred twenty months of the participant's career with the
Corporation, NGC and their subsidiaries. The approximate term of service as of
the end of 1994 for each named executive officer is: Mr. Cambre one year; Mr.
Clark 11 years; Mr. Murdy two years; Mr. Kurlander eight months; Mr. Hamer 20
years. Benefits shown are computed on a straight single life annuity basis
beginning at age 62. Such amounts have not been reduced for Social Security
benefits.
OFFICERS' DEATH BENEFIT PLAN AND GROUP LIFE INSURANCE PROGRAM. NGC has an
Officers' Death Benefit Plan for the benefit of the named executive officers and
other executive officers of the Corporation, NGC and certain of their
subsidiaries. The plan provides a death benefit of three times annual base
salary for an executive officer who dies while an active employee and a death
benefit of one times final annual base salary for an executive officer who dies
after retiring at or after normal retirement age. For retirement prior to normal
retirement age, the post-retirement death benefit is 30% to 100% of one times
final annual base salary, depending on the number of years to normal retirement
age. Mr. Clark is a participant in a prior plan and has a death benefit of the
greater of $770,000 or three times annual base salary while an active employee
and a post-retirement death benefit based on retirement at or after normal
retirement age of the greater of $385,000 or one times final annual base salary.
Under such prior plan, for retirement prior to normal retirement age, Mr.
Clark's post-retirement death benefit is 30% to 100% of the greater of $385,000
or one times final annual base salary depending on the number of years to normal
retirement age. Coverage under the Officers' Death Benefit Plan is offset by
group life insurance maintained for the benefit of all salaried employees of the
Corporation, NGC and certain of their subsidiaries.
EXECUTIVE AGREEMENTS. An agreement is currently in effect between the
Corporation, NGC and Mr. Cambre which provides for a base salary of $500,000 for
1994. Mr. Cambre's employment agreement is effective until his 62nd birthday,
unless terminated earlier as provided in the agreement. In the event Mr.
Cambre's employment is terminated without "cause" (as defined below) and without
any breach by Mr. Cambre of such agreement, he will be entitled to receive a
lump sum payment equal to twice his annual
9
<PAGE> 12
base salary for each twelve-month period in the remaining term of his
employment, provided that such term will not exceed two years.
Mr. Murdy's letter of offer of employment provides that if his employment
is terminated other than for "cause" (as defined below) before December 31,
1997, he will be entitled to receive 35 months of his then annual base salary
plus certain other severance benefits; thereafter, he will be entitled to 24
months of salary plus benefits.
Any benefits to which Messrs. Cambre and Murdy may be entitled from NGC's
Severance Pay Plan reduce the benefits due under these arrangements.
"Cause" as a basis for termination under these arrangements is generally
limited to (i) misappropriation of funds of the Corporation, NGC or their
subsidiaries, (ii) conviction of a felony, (iii) obtaining personal benefit from
any transaction between the Corporation, NGC or their subsidiaries and a third
party without the prior approval of such benefit by the Board of Directors of
the Corporation or of NGC or (iv) obtaining a personal profit from the sale of
the Corporation's, NGC's or their subsidiaries' trade secrets.
Mr. Gordon R. Parker, former Chairman of the Board and Chief Executive
Officer of the Corporation and of NGC, has been retained by the Corporation and
NGC as a consultant. He will receive in the aggregate compensation equal to
$300,000 per annum through December 31, 1995.
REPORT OF COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of the Corporation is
composed entirely of directors who are neither officers nor employees of the
Corporation nor NGC. The Corporation's Compensation Committee is responsible to
the Board and by extension to the stockholders of the Corporation and NGC for
setting and administering the policies which govern both annual compensation and
stock incentive programs for the Corporation's and NGC's executive officers and
other key employees. The members of the Corporation's Compensation Committee are
also directors of NGC and serve on the NGC Compensation Committee. The
membership of the two Committees is identical. As a result of the NGC
Transaction, the Corporation and NGC operate as a single economic unit and NGC
pays the compensation expenses of the Corporation. The following report reflects
the compensation philosophy and decisions of both Committees.
There are three elements to the Corporation's and NGC's executive
compensation program -- base salaries, annual incentives and stock options.
BASE SALARIES. The base salaries of Mr. Cambre and the other named
executive officers fall within salary ranges that reflect competitive pay levels
within the mining industry as a whole for the positions they hold. The
Corporation and NGC subscribe to and participate in surveys of executive-level
compensation. One of the surveys in which the Corporation and NGC participate is
devoted exclusively to the gold mining industry and includes information about
15 companies based in North America. This survey not only includes the four
companies that comprise the S&P Gold Index shown on the Corporation's
Performance Graph below, but also includes a number of companies which the
Committees believe are more appropriate for comparison with the Corporation and
NGC for purposes of analyzing executive compensation. Based on a review of such
survey information, the Committees believe that the base salaries of the
Corporation's and NGC's executive officers are generally between the median and
75th percentile of base salaries for comparable positions in the gold mining
industry. The Corporation and NGC participate in other surveys as well, which
cover a wide range of industries and companies. Although many of the companies
included in these broader surveys are not capable of meaningful comparison with
the Corporation and NGC, the Corporation and NGC use such surveys to identify
general trends in executive compensation.
Base salary increases are made on the basis of changes in industry levels
as well as evaluated individual contribution and the Corporation's and NGC's
performance in the prior year. The 1994 base salary increases of Messrs. Murdy,
Clark and Hamer were in line with increases in base salaries for comparable
industry
10
<PAGE> 13
positions as reflected in the gold mining industry survey. Mr. Cambre's 1994
base salary was determined by the terms of his employment agreement.
ANNUAL INCENTIVES. Annual incentive awards are made pursuant to NGC's
Annual Incentive Compensation Plan. The named executive officers (and other
participants at specified salary levels) are eligible to receive both a
corporate performance bonus and a personal performance bonus. Corporate
performance bonuses are paid in cash and are based upon the attainment of
production and cost-of-production goals established annually by NGC's Board of
Directors on the recommendation of its Compensation Committee. Such goals are
more demanding than budgeted production and cost-of-production goals. At
year-end, actual cash costs of production are adjusted to consider the effect of
actual production over or under targeted production. Such adjusted costs are
then compared with targeted costs to determine a "corporate performance
percentage". NGC must achieve a minimum percentage (designated by NGC's Board of
Directors to be 85%) before any bonuses based on corporate performance can be
made to participants in the Plan. Corporate performance bonuses are
incrementally increased (or decreased) in accordance with incrementally higher
(or lower) performance percentages (with the maximum percentage being 120%). In
1994, NGC achieved a corporate performance percentage of 100.29%. In addition,
each year NGC's Board of Directors designates a minimum average price of gold
per ounce when the corporate performance target is determined. No corporate or
personal performance bonuses may be paid for any year in which NGC does not
realize such minimum average price of gold per ounce.
Personal performance bonuses are based upon an evaluation of a
participant's personal contribution to the Corporation and NGC and are also
typically paid in cash. However, 1994 personal performance bonuses to Messrs.
Cambre, Murdy, Clark and Kurlander were paid 50% in cash and 50% in the form of
restricted shares of NGC's common stock, subject to two-year vesting provisions.
The restricted stock component of the Plan is intended to align the interests
and motivation of such recipients with the interests of the Corporation's and
NGC's stockholders. It is believed that such ownership will positively influence
long-term decision making since awards for current performance will be impacted
by future stock prices. In 1994, personal performance awards to the named
executive officers and other Plan participants were based primarily on such
persons' completion or advancement of the goals established to maximize
stockholder value. For 1994 such goals included (i) completing the NGC
Transaction, (ii) replacing depleting reserves at a rate at least equal to
current production, (iii) establishing a program to increase production at
certain mining sites to certain targeted levels, (iv) identifying construction
project problems and instituting appropriate corrective actions, (v) completing
the financing for a new production facility at NGC's Carlin mine, (vi)
finalizing feasibility and technical studies for certain projects in Asia, (vii)
finalizing certain legal arrangements related to a mill closure and to certain
consent decrees and (viii) developing a strategic business plan for the
Corporation and NGC. In making their determinations concerning personal
performance bonuses, the Committees also took into consideration the fact that
income before taxes exceeded target, notwithstanding delays in completing the
commissioning of a new production facility at the Carlin mine. The Committees
weighed each factor equally in determining the value of any named executive
officer's contribution to the Corporation, NGC and their respective
stockholders.
Participants in the Plan are assigned target awards as a percentage of
their base salary. Target awards increase at higher management levels to 100% of
salary in the case of Mr. Cambre. The weighting of corporate performance and
personal performance factors varies by participant, and in the case of Mr.
Cambre was one-third corporate performance and two-thirds personal performance.
The sum of an individual's base salary and his or her target annual
incentive award is generally targeted to approach the 75th percentile for
comparable positions in the gold mining industry when performance goals are met.
The Chief Executive Officer's 1994 corporate performance bonus was based on
the corporate performance percentage described above, while his 1994 personal
performance bonus was based on his individual accomplishments as well as the
overall results of the Corporation and NGC. Mr. Cambre's total 1994 cash and
restricted stock bonus of $475,000 was equal to 95% of his 1994 base salary. Mr.
Cambre's corporate performance bonus of $167,500 (33.3% of such total award) was
based on a corporate performance percentage
11
<PAGE> 14
of 100.29% as described above. His personal performance bonus of $307,500 (64.7%
of such total award) was based on Mr. Cambre's personal performance evaluation,
which reflects his continuing leadership in advancing projects in Uzbekistan,
Indonesia and Peru, in completing the NGC Transaction and in the positioning of
the Corporation and NGC for future growth through a strategic planning process.
The Committees considered Mr. Cambre's personal contributions to the Corporation
and NGC to be especially significant during a period marked by an industry-wide
downturn, the retirement of two of the Corporation's and NGC's senior
executives, the death of a senior operational executive and Mr. Cambre's
subsequent restructuring of the Corporation's and NGC's management team.
STOCK OPTIONS. The third element of executive compensation -- stock
options -- is long-term in nature. In 1992, the Corporation's Compensation
Committee, which is also responsible for administering the Corporation's stock
option plans, suspended its practice of making semi-annual stock option grants
to Messrs. Clark and Hamer. Instead, the Committee awarded special equity option
grants to these executives. In addition, Messrs. Cambre, Murdy and Kurlander
were also awarded special equity option grants in November 1993, December 1992
and November 1994, respectively, when they joined, or shortly after they joined,
the Corporation and NGC. These awards were based upon recommendations contained
in a study undertaken for the Corporation's Compensation Committee by an
independent compensation consultant which had been asked to design an option
program which would align the financial interests of its key executives more
closely with those of the stockholders of the Corporation and of NGC.
The equity awards are stock options with special pricing features. With
respect to half of these special grants the options are not exercisable unless
the Corporation's common stock price rises to 125% of the exercise price on the
day prior to exercise. With respect to the other half of the special grants, the
exercise prices are set at successively higher levels above the value of the
Corporation's common stock on the grant date. Individuals must own and place on
deposit with the Corporation a number of shares equal to 2% of the shares
covered by the options they were granted. The purpose of the deposited shares is
to evidence a commitment to ownership and risk on the part of the executive in
exchange for the leveraged opportunity to participate in the growth in share
value represented by the options. The shares come off deposit when an option is
exercised or expires. If the required number of shares are not placed on
deposit, or if they are taken off deposit early, the option is proportionately
reduced.
POLICIES WITH RESPECT TO TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION. Under
the Revenue Reconciliation Act of 1993, section 162 of the Internal Revenue Code
was amended to eliminate, with certain exceptions, the deduction for certain
compensation in excess of $1 million to any named executive officer, including
the Chief Executive Officer. The Committees believe that the Corporation's stock
option plans comply with the exceptions to this new limitation. It is possible
that payments made from time to time under NGC's Annual Incentive Compensation
Plan could constitute non-deductible compensation expenses. Altering such Plan
to assure full deductibility of compensation, however, could inhibit the
Committees' ability to adjust performance criteria as they deem appropriate.
Because the Committees do not currently anticipate any significant increase in
tax liability to the Corporation or NGC as a result of the section 162
amendments, the Committees have not altered their approach to setting incentive
compensation in response to such amendments. Should the compensation levels of
the Chief Executive Officer or any of the other named executive officers
materially affect the Corporation's or NGC's tax position in the future, the
Committees will consider establishing performance criteria that will allow the
Corporation and NGC to avail themselves of all appropriate tax deductions.
SUMMARY. The Committees believe that the combination of competitive base
salaries, potentially significant performance-based annual incentives paid
partially in restricted stock and a highly leveraged equity incentive
represented by premium-priced options combined with an ownership commitment,
represents a highly motivational and effective senior executive compensation
program that strongly aligns the interests of management with those of the
stockholders of the Corporation and of NGC in achieving above average long-term
returns on investment.
12
<PAGE> 15
Submitted by the Compensation Committee of the Corporation's Board of
Directors:
<TABLE>
<S> <C>
Joseph P. Flannery, Chairman Robin A. Plumbridge
Rudolph I. J. Agnew William I. M. Turner, Jr.
Thomas A. Holmes
</TABLE>
FIVE-YEAR STOCKHOLDER RETURN COMPARISON
The following graph assumes $100 investment on December 31, 1989 in the
Corporation's common stock, the S&P 500 Index and the S&P Gold Index.
CUMULATIVE VALUE OF A $100 INVESTMENT
ASSUMING REINVESTMENT OF DIVIDENDS
<TABLE>
<CAPTION>
NEWMONT
MEASUREMENT PERIOD MINING S&P 500 S&P GOLD
(FISCAL YEAR COVERED) CORPORATION INDEX INDEX*
<S> <C> <C> <C>
1989 100 100 100
1990 87 97 88
1991 88 126 72
1992 90 136 67
1993 128 150 123
1994 101 152 99
</TABLE>
* Echo Bay Mines Ltd., Homestake Mining Company, Newmont Mining
Corporation, Placer Dome Inc.
STOCKHOLDER PROPOSAL
The Corporation has been advised that the following resolution and
statement in support thereof may be presented by or on behalf a beneficial owner
of shares of the Corporation's common stock at the Annual Meeting of
Stockholders. The name and address of such beneficial owner will be furnished by
the Securities and Exchange Commission, 450 5th Street, N.W., Washington D.C.
20549, or by the Corporation, to any person, orally or in writing as requested,
promptly upon the receipt of such request.
"WHEREAS WE BELIEVE:
The responsible implementation of a sound, credible environmental policy
increases long-term shareholder value by raising efficiency, decreasing clean-up
costs, reducing litigation, and enhancing public image and product
attractiveness;
Adherence to public standards for environmental performance gives a company
greater public credibility than following standards created by industry alone.
For maximum credibility and usefulness, such standards
13
<PAGE> 16
should reflect what investors and other stakeholders want to know about the
environmental records of their companies;
Companies are increasingly being expected by investors to do meaningful,
regular, comprehensive and impartial environmental reports. These help investors
and the public to understand environmental progress and problems.
Uniform standards for environmental reports permit comparisons of
performance over time. It also allows companies to attract new capital from
investors seeking investments which are environmentally responsible and
responsive and which minimize risk of environmental liability.
AND WHEREAS:
The Coalition for Environmentally Responsible Economies (CERES) -- which
comprises large institutional investors (including shareholders of this company)
with $160 billion in stock holdings, public interest representatives, and
environmental experts -- consulted with corporations and produced comprehensive
public standards for both environmental performance and reporting. Over 80
companies, including Sun (Oil), General Motors, H.B. Fuller, Polaroid, and
Arizona Public Company, have endorsed the CERES Principles to demonstrate their
commitment to public environmental accountability. Fortune-500 endorsers speak
enthusiastically about the benefits that flow from working with CERES:
increasing public credibility; adding "value" to the company's environmental
initiatives; and advancing the company's own environmental plans and agenda.
In endorsing the CERES Principles a company commits to work toward:
<TABLE>
<S> <C>
1. Protection of the biosphere 6. Safe products and services
2. Sustainable use of natural 7. Environmental restoration
resources 8. Informing the public
3. Waste reduction and disposal 9. Management commitment
4. Energy conservation 10. Audits and reports
5. Risk reduction
</TABLE>
(Full text of the CERES Principles and accompanying CERES Report Form obtainable
from CERES, 711 Atlantic Avenue, Boston, Massachusetts 02110,
telephone -- 617-451-0927).
RESOLVED; Shareholders request the Company to prepare a report (at reasonable
cost and omitting proprietary information) describing company programs, progress
and future plans to the environment and the CERES Principles, and using the
standard CERES report Form as a guide.
SUPPORTING STATEMENT
Concerned investors are asking the Company to be publicly accountable for
its environmental impact, including collaborating with this
corporate-environmental-investor-community coalition to develop: standards for
environmental performance and disclosure; methods for measuring progress toward
these goals; and a format for public reporting of progress. We believe this is
comparable to the European Community regulations for voluntary participation in
verified and publicly-reported eco-management and auditing.
Without such public scrutiny, corporate environmental policies and reports
lack the critical component of adherence to standards upheld by management and
stakeholders alike. Shareholders are asked to vote FOR this resolution to
encourage our Company to demonstrate environmental leadership and
accountability."
POSITION OF THE BOARD OF DIRECTORS
The Board of Directors is in sympathy with the objectives of the proponents
of the CERES principles proposal, and considers it vital to the interests of the
stockholders that the Corporation be fully committed to a policy of strict
compliance with federal and state environmental laws and regulations. The Board
of Directors strongly supports the spirit of these laws and regulations, and
takes the position that the Corporation should meet or exceed all environmental
legal requirements.
14
<PAGE> 17
The Corporation's operations are subject to a comprehensive body of state
and federal environmental laws and regulations and the Corporation has an
effective organization and compliance program in place to ensure that these
environmental requirements are met. Information relating to the Corporation's
liabilities under, and compliance with, environmental laws is disclosed in the
Corporation's annual report on Form 10-K, and in the notes to the financial
statements that are included therein, which has been distributed to
stockholders.
The Corporation's operations in Nevada already are subject to specific
environmental laws and regulations that fill more than 8,000 pages and contain
an estimated 3.5 million words, all of which govern the Corporation's actions.
Fines for failure to comply with these laws and regulations range up to $25,000
per day per violation. Compliance with such laws and regulations, which have
been devised by well ordered legislative and regulatory processes, would not,
however, satisfy the language of the CERES principles. The Board of Directors
believes that the CERES principles, and the private regulatory scheme they
envision, are both environmentally unnecessary and economically harmful if
adopted and literally applied by a mining company such as the Corporation.
Unlike the vast body of applicable environmental laws and regulations which
demand specific and quantifiable performance by the Corporation and other mining
companies, the CERES principles are a vague and imprecise description of the
environmental values sought to be achieved and the environmental negatives
sought to be avoided.
The Board of Directors believes that the elected members of Congress and
state legislatures, and the environmental protection agencies they have
established, are more responsible and better equipped to reconcile the various
public interests that are inherent in environmental regulation than is a private
special interest group, however well intentioned, that cannot be held
accountable for the effects -- economic and otherwise -- of its attempted
influence.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "AGAINST" THE
FOREGOING PROPOSAL AND, UNLESS A STOCKHOLDER GIVES INSTRUCTIONS ON THE PROXY
CARD TO THE CONTRARY, THE APPOINTEES NAMED THEREON INTEND SO TO VOTE.
OTHER MATTERS
The Board of Directors does not intend to bring other matters before the
Annual Meeting of Stockholders except items incident to the conduct of the
meeting. However, on all matters properly brought before the meeting by the
Board of Directors or by others, the persons named as proxies in the
accompanying proxy, or their substitutes, will vote in accordance with their
best judgment.
15
<PAGE> 18
PROXY
NEWMONT MINING CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
MAY 4, 1994
THIS PROXY IS SOLICITED ON BEHALF OF NEWMONT MINING CORPORATION'S
BOARD OF DIRECTORS
The undersigned hereby appoints Graham M. Clark, Jr., Wayne W.
Murdy and Timothy J. Schmitt, and each or any of them as proxies, with full
power of substitution and revocation, to represent the undersigned and to
vote all shares of the common stock of Newmont Mining Corporation which the
undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Corporation to be held at 9:00 a.m., local time on Thursday, May 4, 1995 in
the John D. Hershner Room, 1700 Lincoln Street, Denver, Colorado, and any
adjournments thereof, upon the matters listed on the reverse side hereof. The
proxies appointed hereby may act by a majority of said proxies present at the
meeting (or if only one is present, by that one).
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOX,
SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOX IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATION. THE PROXIES CANNOT
VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
(Continued and to be signed on the other side)
<PAGE> 19
<TABLE>
<S> <C> <C> <C>
/ X / Please mark your votes
_______________________ as this
Common
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1. THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEM 2.
Item 1 -- ELECTION OF DIRECTORS Item 2 -- Stockholder Proposal
Nominees: R.I.J. Agnew, J.P. Bolduc, R.C. Cambre WITHHELD FOR AGAINST ABSTAIN
J.P. Flannery, T.A. Holmes, M.K. Reilly, FOR FOR ALL / / / / / /
M.A. Qureshi, R.A. Plumbridge and / / / /
W.I.M. Turner, Jr.
WITHHELD FOR:
(Write that nominees name in the space provided below.)
_______________________________________________________
SIGNATURE(S)________________________________________________________________________DATE_______________________________________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
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