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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 4
OMB APPROVAL
OMB Number: 3235-0287
Expires: April 30, 1997
Estimated average burden hours per response: 0.5
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding
Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
( ) Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person
Last, First Middle: Newmont Mining Corporation
Street: 1700 Lincoln Street
City, State Zip: Denver, CO 80203
2. Issuer Name and Ticker or Trading Symbol
Newmont Gold Company (NGC)
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
January 1996
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person to Issuer (Check all applicable)
( ) Director (X) 10% Owner ( ) Officer (give title below)
( ) Other (specify below)
<PAGE>
<TABLE>
TABLE I -- NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
<CAPTION>
1. Title of Security 2. Transaction Date 3. Transaction 4. Securities Acquired (A)
(Instr. 3) (Month/Day/Year) Code or Disposed of (D)
(Instr. 8) (Instr. 3, 4, and 5)
(A) or
Code V Amount (D) Price
<S> <C> <C> <C> <C> <C> <C>
(1) Common Stock 1/18/96 P* 4,651,163 A $51.87
(2) Common Stock 1/31/96 X 936 A $38.66
(3) Common Stock 1/31/96 X 468 A $34.46
(4) Common Stock 1/31/96 X 702 A $31.40
(5) Common Stock 1/31/96 X 234 A $31.65
(6) Common Stock 1/31/96 X 1,560 A $29.80
(7) Common Stock 1/31/96 X 23,377 A $29.17
(8) Common Stock 1/31/96 X 249 A $27.50
(9) Common Stock 1/31/96 X 13,416 A $38.66
(10) Common Stock 1/31/96 X 4,758 A $34.46
(11) Common Stock 1/31/96 X 12,566 A $28.25
(12) Common Stock 1/31/96 X 14,664 A $31.40
(13) Common Stock 1/31/96 X 27,860 A $31.65
(14) Common Stock 1/31/96 X 38,940 A $29.55
(15) Common Stock 1/31/96 X 4,446 A $38.97
(16) Common Stock 1/31/96 X 29,406 A $38.97
(17) Common Stock 1/31/96 X 30,186 A $32.36
(18) Common Stock 1/31/96 X 53,118 A $37.57
(19) Common Stock 1/31/96 X 1,000 A $41.12
(20) Common Stock 1/31/96 X 3,120 A $43.27
(21) Common Stock 1/31/96 X 36,426 A $45.83
(22) Common Stock 1/31/96 X 3,120 A $43.67
(23) Common Stock 1/31/96 X 25,236 A $39.50
(24) Common Stock 1/31/96 X 31,454 A $40.07
<PAGE>
TABLE I -- NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED (continued)
<CAPTION>
1. Title of Security 5. Amount of 6. Ownership 7. Nature of Indirect
(Instr. 3) Securities Form: Beneficial Ownership
Beneficially Direct (D) or (Instr. 4)
Owned at Indirect
End of (I)
Month (Instr. 4)
(Instr. 3 and 4)
<S> <C> <C> <C>
(1) Common Stock D
(2) Common Stock D
(3) Common Stock D
(4) Common Stock D
(5) Common Stock D
(6) Common Stock D
(7) Common Stock D
(8) Common Stock D
(9) Common Stock D
(10) Common Stock D
(11) Common Stock D
(12) Common Stock D
(13) Common Stock D
(14) Common Stock D
(15) Common Stock D
(16) Common Stock D
(17) Common Stock D
(18) Common Stock D
(19) Common Stock D
(20) Common Stock D
(21) Common Stock D
(22) Common Stock D
(23) Common Stock D
(24) Common Stock D
99,219,414
</TABLE>
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
<PAGE>
<TABLE>
TABLE II -- DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED (E.G., PUTS, CALLS, WARRANTS,
OPTIONS, CONVERTIBLE SECURITIES)
<CAPTION>
1. Title of Derivative Security 2. Conversion or 3. Transaction 4. Transac-
(Instr. 3) Exercise Price Date tion Code
of (Month/ (Instr. 8)
Derivative Day/
Security Year) Code V
<S> <C> <C> <C> <C>
(1) Options (right to buy) $38.66 1/31/96 X
(2) Options (right to buy) $34.46 1/31/96 X
(3) Options (right to buy) $31.40 1/31/96 X
(4) Options (right to buy) $31.65 1/31/96 X
(5) Options (right to buy) $29.80 1/31/96 X
(6) Options (right to buy) $29.17 1/31/96 X
(7) Options (right to buy) $27.50 1/31/96 X
(8) Options (right to buy) $38.66 1/31/96 X
(9) Options (right to buy) $34.46 1/31/96 X
(10) Options (right to buy) $28.25 1/31/96 X
(11) Options (right to buy) $31.40 1/31/96 X
(12) Options (right to buy) $31.65 1/31/96 X
(13) Options (right to buy) $29.55 1/31/96 X
(14) Options (right to buy) $38.97 1/31/96 H
(15) Options (right to buy) $38.97 1/31/96 X
(16) Options (right to buy) $38.97 1/31/96 X
(17) Options (right to buy) $32.36 1/31/96 X
(18) Options (right to buy) $37.57 1/31/96 H
(19) Options (right to buy) $37.57 1/31/96 X
(20) Options (right to buy) $41.12 1/31/96 X
(21) Options (right to buy) $43.27 1/31/96 X
(22) Options (right to buy) $45.83 1/31/96 H
(23) Options (right to buy) $45.83 1/31/96 X
(24) Options (right to buy) $43.67 1/31/96 X
(25) Options (right to buy) $39.50 1/31/96 H
(26) Options (right to buy) $39.50 1/31/96 X
(27) Options (right to buy) $40.07 1/31/96 H
(28) Options (right to buy) $40.07 1/31/96 X
(29) Options (right to buy) $39.94 1/31/96 H
(30) Options (right to buy) $40.44 1/31/96 H
<PAGE>
TABLE II -- DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
(E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES) (CONTINUED)
<CAPTION>
1. Title of Derivative 5. Number of Deriv- 6. Date Exercisable 7. Title and Amount of
Security ative Securities and Expiration Underlying Securities
(Instr. 3) Acquired (A) or Date (Instr. 3 and 4)
Disposed of (D) (Month/Day/Year)
(Instr. 3, 4 and
5)
Date Expira- Amount or
Exer- tion Number of
(A) (D) cisable Date Title Shares
<S> <C> <C> <C> <C> <C> <C>
(1) Options (right to buy) 936 3/18/94 12/13/99 Common 936
(2) Options (right to buy) 468 3/18/94 6/12/00 Common 468
(3) Options (right to buy) 702 3/18/94 6/12/01 Common 702
(4) Options (right to buy) 234 3/18/94 12/18/01 Common 234
(5) Options (right to buy) 1,560 3/18/94 5/25/98 Common 1,560
(6) Options (right to buy) 23,377 3/18/94 8/31/98 Common 23,377
(7) Options (right to buy) 249 3/18/94 6/13/99 Common 249
(8) Options (right to buy) 13,416 3/18/94 12/13/99 Common 13,416
(9) Options (right to buy) 4,758 3/18/94 6/12/00 Common 4,758
(10) Options (right to buy) 12,566 3/18/94 12/19/00 Common 12,566
(11) Options (right to buy) 14,664 3/18/94 6/12/01 Common 14,664
(12) Options (right to buy) 27,860 3/18/94 12/18/01 Common 27,860
(13) Options (right to buy) 38,940 3/18/94 4/28/02 Common 38,940
(14) Options (right to buy) 234 3/18/94 6/23/02 Common 234
(15) Options (right to buy) 4,446 3/18/94 6/23/02 Common 4,446
(16) Options (right to buy) 29,406 3/18/94 6/23/02 Common 29,406
(17) Options (right to buy) 30,186 3/18/94 12/15/02 Common 30,186
(18) Options (right to buy) 468 3/18/94 4/27/03 Common 468
(19) Options (right to buy) 53,118 3/18/94 4/27/03 Common 53,118
(20) Options (right to buy) 1,000 3/18/94 6/1/03 Common 1,000
(21) Options (right to buy) 3,120 3/18/94 7/14/03 Common 3,120
(22) Options (right to buy) 468 3/18/94 12/14/03 Common 468
(23) Options (right to buy) 36,426 3/18/94 12/14/03 Common 36,426
(24) Options (right to buy) 3,120 3/18/94 1/25/04 Common 3,120
(25) Options (right to buy) 470 5/17/94 5/17/04 Common 470
(26) Options (right to buy) 25,236 5/17/94 5/17/04 Common 25,236
(27) Options (right to buy) 470 11/16/94 11/16/04 Common 470
(28) Options (right to buy) 31,454 11/16/94 11/16/04 Common 31,454
(29) Options (right to buy) 470 5/17/95 5/17/05 Common 470
(30) Options (right to buy) 470 11/15/95 11/15/05 Common 470
<PAGE>
TABLE II -- DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
(E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES) (CONTINUED)
<CAPTION>
1. Title of Derivative 8. Price 9. Number 10. Ownership 11. Nature
Security of of Deriv- Form of of Indirect
(Instr. 3) Deriv- ative Deriv- Beneficial
ative Securi- ative Ownership
Secu- ties Bene- Secu- (Instr. 4)
rity ficially rity:
(Instr. Owned at Direct
5) End of (D) or
Month Indi-
(Instr. 4) rect (I)
(Instr.
4)
<S> <C> <C> <C> <C>
(1) Options (right to buy) 1,872 D
(2) Options (right to buy) 936 D
(3) Options (right to buy) 936 D
(4) Options (right to buy) 468 D
(5) Options (right to buy) 1,092 D
(6) Options (right to buy) 16,153 D
(7) Options (right to buy) 2,028 D
(8) Options (right to buy) 17,316 D
(9) Options (right to buy) 16,068 D
(10) Options (right to buy) 13,252 D
(11) Options (right to buy) 21,138 D
(12) Options (right to buy) 29,172 D
(13) Options (right to buy) 131,800 D
(14) Options (right to buy) 7,020 D
(15) Options (right to buy) 2,574 D
(16) Options (right to buy) 41,262 D
(17) Options (right to buy) 36,504 D
(18) Options (right to buy) 102,414 D
(19) Options (right to buy) 49,296 D
(20) Options (right to buy) 2,120 D
(21) Options (right to buy) 0 D
(22) Options (right to buy) 136,656 D
(23) Options (right to buy) 100,230 D
(24) Options (right to buy) 0 D
(25) Options (right to buy) 144,142 D
(26) Options (right to buy) 118,906 D
(27) Options (right to buy) 168,985 D
(28) Options (right to buy) 137,531 D
(29) Options (right to buy) 225,255 D
(30) Options (right to buy) 263,090 D
</TABLE>
Explanation of Responses:
*The reported transaction is a result of the issuance by Newmont Mining
Corporation ("NMC") of 4,651,163 shares of its common stock in a public
offering on January 18, 1996. As part of a transaction entered into on March
18, 1994 between NMC and Newmont Gold Company (the "Issuer") to combine the
operations of NMC and the Issuer (the "Transaction"), it was contemplated
that, as closely as possible, an equality between the outstanding number of
shares of common stock of NMC and the number of shares of common stock of the
Issuer held by NMC be maintained. In this connection, on January 18, 1996,
the Issuer sold to NMC in a private sale the same number of its shares of
common stock (4,651,163) as NMC issued in its public offering.
All other transactions reported herein relate to common stock options (the
"NGC Options") granted by the Issuer to NMC in connection with the
Transaction. The NGC Option exercises and cancellations reported herein
result from exercises and cancellations of comparable employee stock options
of NMC.
/s/ Timothy J. Schmitt 2/9/96
**Signature of Reporting Person Date
Title: Vice President and Secretary
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually
signed. If space provided is insufficient, see Instruction 6 for
procedure.
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