<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
February 2, 1996
------------------------------------
(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 10 Pages
Exhibit Index:9
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 651639106 PAGE 2 OF 10 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 7,845,234
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 7,845,234
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
7,845,234
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/x/
13 Percent of Class Represented By Amount in Row (11)
9.10%
14 Type of Reporting Person*
IA; IN
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 651639106 PAGE 3 OF 10 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 905,843
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 905,843
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
905,843
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
/x/
13 Percent of Class Represented By Amount in Row (11)
1.05%
14 Type of Reporting Person*
IN
<PAGE> 4
Page 4 of 10 Pages
This Amendment No. 5 to Schedule 13D relates to shares of
Common Stock, $1.60 par value (the "Shares"), of Newmont Mining Corporation
(the "Issuer"). This Amendment No. 5 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. 5 is being
filed to report the recent disposition of certain of the Shares held for the
accounts of the SFM Clients and of the Duquesne Clients (as defined below).
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 7,845,234 (approximately 9.10% of the total
number of Shares outstanding, a figure which no longer includes that amount
which would be outstanding upon conversion of 8,200 Depository Shares
previously held by Quasar, as reported on previous 13D filings, since the
Depository Shares were sold on November 14, 1995).
Prior to January 1, 1996, the Shares reported as beneficially
owned by Mr. Druckenmiller were held by funds (previously referred to as
"Priority Clients") which were managed by Priority. As of January 1, 1996,
Duquesne Capital Management, L.L.C. ("Duquesne LLC") succeeded Priority as
investment manager of those funds (hereinafter referred to as "Duquesne
Clients"). Mr. Druckenmiller owns a controlling interest in Duquesne LLC. As
such, the aggregate number of shares of which Duquesne LLC and Mr.
Druckenmiller may be deemed the beneficial owners is 905,843 shares
(approximately 1.05% 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 Duquesne
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 7,845,234 Shares held by the SFM Clients.
Duquesne LLC has the sole power to direct the voting and
disposition of the 905,843 Shares presently held by the Duquesne Clients.
(c) A schedule identifying all transactions in the Shares
effected for the account of the SFM Clients and of the Duquesne Clients since
December 8, 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
New York Stock Exchange. Except for the transactions listed in Annex B, there
have been no transactions in the Shares since December 8, 1995 (sixty days
prior to the
<PAGE> 5
Page 5 of 10 Pages
date hereof) by any of the Reporting Persons or other persons identified in
response to Item 2 of the Initial Statement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(a) Power of Attorney, dated October 27, 1994, granted by Mr.
George Soros in favor of Mr. Sean C. Warren.
(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 of 10 Pages
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: February 7, 1996 GEORGE SOROS
By: /s/ Sean C. Warren
-----------------------------
Sean C. Warren
Attorney-in-Fact
Date: February 7, 1996
/s/ Stanley F. Druckenmiller
-------------------------------------
Stanley F. Druckenmiller
<PAGE> 7
Page 7 of 10 Pages
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
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Robert K. Jermain
David N. Kowitz
Elizabeth Larson
Alexander C. McAree
Paul McNulty
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Filiberto H. Verticelli
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 of 10 Pages
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($)
- ------------------ ------------------- --------------------- ---------------- ------------------
SFM Clients
- -----------
<S> <C> <C> <C> <C>
Quantum Partners LDC 1/22/96 Sale 26,600 56.501
1/26/96 Sale 8,000 56.438
1/29/96 Sale 26,600 56.500
1/30/96 Sale 19,950 56.771
2/01/96 Sale 113,050 57.464
2/02/96 Sale 186,200 58.961
2/05/96 Sale 80,700 59.538
Quasar International
Partners C.V. 1/22/96 Sale 27,000 56.501
1/26/96 Sale 8,100 56.438
1/29/96 Sale 27,000 56.500
1/30/96 Sale 20,250 56.771
2/01/96 Sale 114,750 57.464
2/02/96 Sale 189,000 58.961
2/05/96 Sale 81,900 59.538
Quota Fund N.V.
1/22/96 Sale 23,600 56.501
1/26/96 Sale 7,100 56.438
1/29/96 Sale 23,600 56.500
1/30/96 Sale 17,700 56.771
2/01/96 Sale 100,300 57.464
2/02/96 Sale 165,200 58.961
2/05/96 Sale 71,600 59.538
Duquesne Clients 1/22/96 Sale 22,800 56.501
- ---------------- 1/26/96 Sale 6,900 56.438
1/29/96 Sale 22,800 56.500
1/30/96 Sale 17,100 56.771
2/01/96 Sale 96,900 57.464
2/02/96 Sale 159,600 58.961
2/05/96 Sale 69,200 59.538
=================================================================================================================================
</TABLE>
<PAGE> 9
Page 9 of 10 Pages
EXHIBIT INDEX
-------------
Exhibit 99.A Power of Attorney
<PAGE> 1
Page 10 of 10 Pages
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute
and appoint SEAN C. WARREN as my agent and attorney in fact for the purpose of
executing in my name or in my personal capacity all documents, certificates,
instruments, statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership, management or
disposition of securities or other investments, and any other documents
relating or ancillary thereto, including but not limited to, all documents
relating to filings with the Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including:
(1) all documents relating to the beneficial ownership of securities required
to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D
or Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) any information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are
hereby ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument this 27th day of October,
1994.
/s/ George Soros
-------------------------
GEORGE SOROS
