UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
NEWMONT MINING CORPORATION
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(Name of Issuer)
Common Stock, $1.60 Par Value
--------------------------------
(Title of Class of Securities)
651639106
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 23, 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 r 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: Page 7
<PAGE>
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 (in his capacity as sole proprietor of 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)
7.88%
14 Type of Reporting Person*
IA
<PAGE>
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 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)
.91%
14 Type of Reporting Person*
IN
<PAGE>
Page 4 of 8 Pages
This Amendment No. 6 to Schedule 13D relates to shares of Common
Stock, $1.60 par value (the "Shares"), of Newmont Mining Corporation (the
"Issuer"). This Amendment No. 6 amends the initial statement on Schedule 13D
dated April 30, 1993 and all amendments thereto (collectively, the "Initial
Statement"). This Amendment No. 6 is being filed to report the termination of a
pledge agreement (the "Pledge Agreement") pursuant to which certain of the
Shares, of which one of the Reporting Persons (as defined in the Initial
Statement) may be deemed the beneficial owner, were pledged as collateral to
secure certain obligations under a revolving credit facility with a syndicate of
lenders. Although the percentage of Shares of which the Reporting Persons may be
deemed the beneficial owner has decreased since the last filing, such decrease
is solely the result of an increase in the number of outstanding Shares; the
Reporting Persons have not sold or purchased any Shares since the date of the
last filing. Capitalized terms used herein and not otherwise defined herein
shall have the meanings given to them in the Initial Statement. The Initial
Statement is amended as set forth herein.
Item 3. Source and Amount of Funds or Other Consideration.
The securities held for the accounts of the SFM Clients may be
held through margin accounts maintained with brokers, which extend margin credit
as and when required to open or carry positions in its margin accounts, subject
to applicable federal margin regulations, stock exchange rules and such firms'
credit policies. The positions which may be held in the margin accounts,
including the Shares, are pledged as collateral security for the repayment of
debit balances in the respective accounts.
The securities held for the accounts of the Duquesne LLC Clients
may be held through margin accounts maintained with brokers, which extend margin
credit as and when required to open or carry positions in its margin accounts,
subject to applicable federal margin regulations, stock exchange rules and such
firms' credit policies. The positions which may be held in the margin accounts,
including the Shares, are pledged as collateral security for the repayment of
debit balances in the respective accounts.
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 7.88% of the total number
of Shares outstanding).
Mr. Stanley Druckenmiller, a Managing Director of SFM, owns a
majority interest in Duquesne LLC. The Duquesne LLC Clients hold 905,843 Shares
(approximately .91% of the total number of Shares outstanding). By reason of his
position with Duquesne LLC, Mr. Druckenmiller may be deemed to be the beneficial
owner, for purposes of Rule 13d-3 under the 1934 Act, of all such Shares. Mr.
Soros expressly disclaims beneficial ownership of any Shares not held directly
by the SFM Clients.
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 or that Mr. Druckenmiller is the beneficial owner of any Shares held or
to be held for the accounts of the SFM Clients.
(b) Mr. Soros may be deemed to have the power to direct the
voting and disposition of the 7,845,234 Shares held for the accounts of the SFM
Clients by virtue of the contractual authority of SFM to exercise investment
discretion with respect to such Shares.
Mr. Druckenmiller, in his capacity as the Managing Member of
Duquesne LLC may be deemed to have the sole power to direct the voting and
disposition of the 905,843 Shares presently held for the accounts of the
Duquesne LLC Clients.
<PAGE>
Page 5 of 8 Pages
(c) Except as disclosed in Item 6 hereto, which is incorporated
by reference in this Item 5, there have been no transactions in the Shares since
the date of the last filing by any of the Reporting Persons or other persons
identified in response to Item 2 of the Initial Statement.
(d) The shareholders of Quantum and Quota have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
securities held for the respective accounts of Quantum and Quota (including the
Shares) in accordance with their share ownership interests in Quantum and Quota.
The partners of Quasar have the right to participate in the receipt of dividends
from, or proceeds from the sale of, securities held for the account of Quasar
(including the Shares) in accordance with their partnership interests in Quasar.
The Duquesne Clients have the right to participate in the receipt
of dividends from, or proceeds from the sale of, securities (including the
Shares) held for their accounts in accordance with their advisory contracts with
Duquesne.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
On March 22, 1995 each of the SFM Clients executed a Pledge
Agreement pursuant to which certain of the Shares held for the accounts of each
of the SFM Clients were pledged as collateral to secure the respective
obligations of the SFM Clients under a revolving credit facility dated March 22,
1995 with a syndicate of lenders. On October 23, 1996, the Pledge Agreement was
terminated and the Shares pledged as collateral thereunder by Quantum and Quasar
were released from the pledge created thereby. Prior to October 23, 1996, the
Shares pledged as collateral thereunder by Quota were released from the pledge
created thereby.
From time to time, the SFM Clients may lend portfolio securities
to brokers, banks or other financial institutions. These loans typically
obligate the borrower to return the securities, or an equal amount of securities
of the same class, to the lender and typically provide that the borrower is
entitled to exercise voting rights and to retain dividends during the term of
the loan. From time to time, to the extent permitted by applicable laws, the SFM
Clients may borrow securities, including the Shares, for the purpose of
effecting, and may effect, short sale transactions, and may purchase securities
for the purpose of closing out short positions in such securities.
Except as described above, none of the Reporting Persons has any
contracts, arrangements, understandings or relationships with respect to any
securities of the Issuer.
Item 7. Material to Be Filed as Exhibits
(a) Power of Attorney, dated April 16, 1996, 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 (the predecessor to Duquesne LLC and no longer a Reporting
Person) and Mr. Druckenmiller (filed as Exhibit B to the Initial Statement and
incorporated herein by reference).
<PAGE>
Page 6 of 8 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: October 25, 1996 GEORGE SOROS
By: /S/ SEAN C. WARREN
--------------------------------------
Sean C. Warren
Attorney in Fact
Date: October 25, 1996
/S/ STANLEY F. DRUCKENMILLER
-------------------------------------------
Stanley F. Druckenmiller
<PAGE>
Page 7 of 8 Pages
INDEX OF EXHIBITS
Page
----
A Power of Attorney, dated April 16, 1996,
granted by Mr. George Soros in favor of
Mr. Sean C. Warren. 8
B Joint Filing Agreement pursuant
to Rule 13d-1(f)(1) among Mr. George
Soros, Duquesne Capital Management
Incorporated (the predecessor to Duquesne
Capital Management, L.L.C. and no longer
a Reporting Person) and Mr. Stanley
Druckenmiller (filed as Exhibit B to the
Initial Statement and incorporated herein
by reference).
Page 8 of 8 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, in my personal capacity or in my capacity as sole
proprietor of Soros Fund Management 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 United States 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 16th day of April,
1996.
/s/ George Soros
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GEORGE SOROS
