<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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.
399 Park Avenue
New York, New York 10022
(212) 872-1000
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 7, 1995
---------------------------------
(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 page(s)
Page 1 of 8 Pages
Exhibit Index: None
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 651639106 PAGE 2 OF 8 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 9,183,434
Shares
Beneficially 8 Shared Voting Power
Owned By 11,266
Each
Reporting 9 Sole Dispositive Power
Person 9,183,434
With
10 Shared Dispositive Power
11,266
11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,194,700
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/x/
13 Percent of Class Represented By Amount in Row (11)
10.67%
14 Type of Reporting Person*
IA; IN
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 651639106 PAGE 3 OF 8 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*
OO
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)
1.51%
14 Type of Reporting Person*
IN
<PAGE> 4
Page 4
This Amendment No. 4 to Schedule 13D relates to shares of
Common Stock, $1.60 par value (the "Shares"), of Newmont Mining Corporation (the
"Issuer"). This Amendment No. 4 amends the initial statement on Schedule 13D
dated April 30, 1993 and all amendments thereto (collectively, the "Initial
Statement"). The address of the principal executive office of the Issuer is
1700 Lincoln Street, Denver, Colorado 80203. This Amendment No. 4 is being
filed to report the recent disposition of certain of the Shares held for the
account of Quota. Capitalized terms used herein and not otherwise defined
herein shall have the meanings given to them in the Initial Statement. The
Initial Statement is supplementally amended as set forth herein.
ITEM 2. IDENTITY AND BACKGROUND.
Updated 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of Shares of which Mr. Soros may be
deemed a beneficial owner is 9,194,700 (approximately 10.67% of the total number
of Shares outstanding and that would be outstanding upon conversion of the
8,200 Depository Shares held by Quasar). This number consists of:
(i) 9,183,434 Shares presently held by the SFM
Clients; and
(ii) 11,266 Shares Quasar has the right to
acquire upon conversion of 8,200 Depository
Shares presently held by Quasar.
The aggregate number of shares of which Priority and Mr.
Druckenmiller may be deemed beneficial owners is 1,301,143 shares
(approximately 1.51% of the total number of shares outstanding).
The filing of this statement on a joint basis by Mr. Soros 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 accounts of the Priority
Clients nor that Mr. Druckenmiller is the beneficial owner of any Shares held or
to be held for the accounts of the SFM Clients.
(b) SFM has the sole power to direct the voting and disposition
of the 9,183,434 Shares held by the SFM Clients.
SFM shares the power to direct the disposition of the 8,200
Depository Shares held by Quasar with Nolan. The authority to vote these
securities is shared by SFM and Nolan. SFM may be deemed to have the authority
on behalf of Quasar to acquire the voting and dispositive power held by Nolan
with respect to the Depository Shares by means of termination of the investment
management agreement with Nolan relating to Quasar.
The sole power to direct the disposition of 1,301,143 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 Shares over which Priority has sole voting authority.
<PAGE> 5
Page 5
(c) A schedule identifying all transactions in the Shares
effected for the account of Quota since September 15, 1995 (sixty days prior to
the date hereof) is included as Annex B hereto and is incorporated by reference
in response to this Item 5(c). Each of the transactions was executed in
conventional brokerage transactions on The Nasdaq Stock Market. Except for the
transactions listed in Annex B, there have been no transactions in the Shares
since September 15, 1995 (sixty days prior to the date hereof) by any of the
Reporting Persons or other persons identified in response to Item 2 of the
Initial Statement.
Item 7.
Materials to Be Filed as Exhibits.
(a) Power of Attorney, dated December 11, 1991, granted by Mr.
George Soros in favor of Mr. Sean C. Warren (filed as Exhibit A to Amendment
No. 2 to the Initial Statement and incorporated herein by reference).
(b) Joint Filing Agreement pursuant to Rule 13d-1(f)(1) among
Mr. Soros, Duquesne and Mr. Druckenmiller (filed as Exhibit B to Amendment No.
2 to the Initial Statement and incorporated herein by reference).
<PAGE> 6
Page 6
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.
Date: November 13, 1995 GEORGE SOROS
By: /s/ Sean C. Warren
--------------------
Sean C. Warren
Attorney-in-Fact
Date: November 13, 1995
/s/ Stanley F. Druckenmiller
----------------------------
Stanley F. Druckenmiller
<PAGE> 7
Page 7
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 Druckenmiller
Arminio Fraga
Gary Gladstein
Robert K. Jermain
David N. Kowitz
Donald H. Krueger
Elizabeth Larson
Jay Misra
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. 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> 8
Page 8
ANNEX B
RECENT TRANSACTIONS IN CLASS A COMMON STOCK
OF
NEWMONT MINING CORPORATION
<TABLE>
<CAPTION>
For the Account of Date of Transaction Nature of Transaction Number of Shares Price per Share($)
- ------------------ ------------------- --------------------- ---------------- ------------------
<S> <C> <C> <C> <C>
Quota Fund N.V.(1) 10/13/95 Sale 56,500 40.570
10/13/95 Sale 40,000 40.485
10/16/95 Sale 33,100 39.946
10/17/95 Sale 12,900 39.573
10/17/95 Sale 16,000 39.525
10/18/95 Sale 50,000 39.563
10/18/95 Sale 25,000 39.628
10/23/95 Sale 5,000 39.478
11/06/95 Sale 300,000 39.667
11/06/95 Sale 36,500 39.632
11/07/95 Sale 185,800 40.680
11/07/95 Sale 209,200 40.666
11/08/95 Sale 30,000 41.386
</TABLE>
- ---------------
(1) Transactions effected at the direction of SFM.
