UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Newmont Gold Company
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
651637100
(CUSIP Number)
Timothy J. Schmitt, Esq. with copies to:
Newmont Mining Corporation Maureen Brundage, Esq.
1700 Lincoln Street 1155 Avenue of the Americas
Denver, Colorado 80203 New York, NY 10036
(303) 863-7414 (212) 819-8200
______________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 5, 1997
____________________________________________________________
(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 (__).
____________
Page 1 of 7 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. Page 2 of 7 Pages
651637100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Newmont Mining Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (__)
(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
Delaware
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 159,049,230
EACH REPORTING PERSON
8 SHARED VOTING POWER
WITH
9 SOLE DISPOSITIVE POWER
159,049,230
SHARED DISPOSITIVE POWER
10
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
159,049,230
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (__)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
93.9%
14 TYPE OF REPORTING PERSON
HC, CO
<PAGE>
Page 3 of 7 Pages
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, $0.01 par
value per share (the "Newmont Gold Common Stock"), of Newmont Gold Company, a
Delaware corporation ("Newmont Gold"). The principal executive offices of
Newmont Gold are located at 1700 Lincoln Street, Denver, Colorado 80203.
ITEM 2. IDENTITY AND BACKGROUND
This statement on Schedule 13D is being filed by Newmont Mining
Corporation ("Newmont Mining"). The principal business of Newmont Mining is
to act as a parent holding company of Newmont Gold.
Newmont Mining is organized under the laws of Delaware, and the address
of its principal place of business is 1700 Lincoln Street, Denver, Colorado
80203.
The attached Schedule A contains a list of the executive officers and
directors of Newmont Mining which includes the following information with
respect to each such person: (i) name; (ii) business address; (iii) present
principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment is
conducted; and (iv) place of citizenship.
During the last five years, neither Newmont Mining nor, to the best
knowledge of Newmont Mining, any of the persons named on Schedule A hereto has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which such
person was or is 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 violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to the Agreement and Plan of Merger, dated as of March 10, 1997
(the "Merger Agreement"), among Newmont Mining, Midtown Two Corp., a wholly-
owned subsidiary of Newmont Mining ("Sub"), and Santa Fe Pacific Gold
Corporation ("Santa Fe"), and effective May 5, 1997, Sub was merged (the
"Merger") with and into Santa Fe, with Santa Fe being the surviving
corporation (the "Surviving Corporation").
Immediately after the consummation of the Merger, pursuant to a
Contribution Agreement dated as of March 31, 1997 (the "Contribution
Agreement"), between Newmont Mining and Newmont Gold (a copy of which is an
exhibit hereto), Newmont Mining transferred to Newmont Gold all of the shares
of common stock of the Surviving Corporation acquired pursuant to the Merger
Agreement in exchange for (i) shares of Newmont Gold Common Stock in an amount
equal to the number of shares of common stock of Newmont Mining issued to
former Santa Fe stockholders pursuant to the Merger Agreement, and (ii)
options to acquire additional shares of Newmont Gold Common Stock which have
the same terms as options to acquire additional shares of common stock of
Santa Fe assumed by Newmont Mining pursuant to the Merger Agreement (except
that Additional Options will be exercisable for shares of Newmont Gold Common
Stock).
As a result of the transaction contemplated by the Contribution
Agreement (the "Contribution Transaction"), Newmont Mining acquired (i)
56,571,306 additional shares of Newmont Gold Common Stock and (ii) Options to
purchase an additional 565,634 shares of Newmont Gold Common Stock (the
"Additional Options").
<PAGE>
Page 4 of 7 Pages
ITEM 4. PURPOSE OF THE TRANSACTION
Effective January 1, 1994, Newmont Gold and Newmont Mining entered into
a transaction (the "1994 Transaction") pursuant to which Newmont Gold acquired
all of the operations and assets of Newmont Mining, except for shares of
Newmont Gold Common Stock retained by Newmont Mining, and Newmont Gold assumed
all existing and future liabilities of Newmont Mining (but excluding, among
other things, outstanding employee stock options of Newmont Mining (the
"Newmont Mining Options") exercisable for the common stock of Newmont Mining,
par value $1.60 per share (the "Newmont Mining Common Stock")). As part of
the 1994 Transaction, among other things, the then outstanding shares of
Newmont Mining Common Stock were split so that the number of outstanding
shares of Newmont Mining common stock would equal the number of shares of
Newmont Gold Common Stock held by Newmont Mining, and Newmont Gold issued to
Newmont Mining options exercisable for Newmont Gold Common Stock (the "Newmont
Gold Options") on the same terms as the Newmont Mining Options. It was and is
intended that the Newmont Gold Options would be exercised when and to the
extent that comparable Newmont Mining Options were exercised.
The purposes of the 1994 Transaction were (i) to transfer all operations
of Newmont Mining to Newmont Gold and (ii) to have the stockholders of Newmont
Mining and Newmont Gold have identical per share interests in the reserves,
production, earnings and dividends of Newmont Gold. In order to maintain
these identical per share interests going forward, the number of shares of
Newmont Gold Common Stock held by Newmont Mining must always equal the number
of outstanding shares of Newmont Mining Common Stock. As a result, upon the
issuance by Newmont Mining of additional Newmont Mining Options to its
employees, Newmont Gold will issue to Newmont Mining additional Newmont Gold
Options upon the same terms and conditions as the Newmont Mining Options so
issued. When employees exercise their Newmont Mining Options, Newmont Mining
will exercise an equal number of the Newmont Gold Options. In addition, upon
the issuance by Newmont Mining of additional shares of Newmont Mining Common
Stock, or securities exercisable for or convertible into such shares, Newmont
Gold will issue to Newmont Mining an equal number of shares of Newmont Common
Stock, or securities exercisable for or convertible to such shares.
The purposes of the Contribution Transaction described in Item 3 were
(i) to transfer to Newmont Gold the shares of common stock of Santa Fe
acquired pursuant to the Merger Agreement so that Newmont Mining would
continue to have no operations and all operations would be conducted by
Newmont Gold and its subsidiaries and (ii) to maintain the equilibrium between
the number of outstanding shares of Newmont Mining Common Stock and the number
of shares of Newmont Gold Common Stock held by Newmont Mining.
Newmont Mining and Newmont Gold from time to time have considered, and
will continue to consider, various approaches to simplify their corporate
structure. Such approaches could include a merger or other extraordinary
corporate transaction involving Newmont Gold, the issuance of additional
shares of Newmont Gold Common Stock by Newmont Gold or the disposition of
Newmont Gold Common Stock by Newmont Mining, a change in the capitalization of
Newmont Gold and/or other changes of the type described in the next succeeding
paragraph.
Except as set forth above and in Item 6 and except in the case of the
persons listed on Schedule A in their capacities as directors and/or executive
officers of Newmont Gold, neither Newmont Mining nor, to the best knowledge of
Newmont Mining, any of the persons listed on Schedule A has any current plans
or proposals that would result in (a) the acquisition by any person of
additional securities of Newmont Gold or the disposition of securities of
Newmont Gold; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation of Newmont Gold or any of its subsidiaries; (c)
a sale or transfer of a material amount of assets of Newmont Gold or any of
its subsidiaries; (d) any change in the present board of directors or
management of Newmont Gold, including any plans or proposals to change the
<PAGE>
Page 5 of 7 Pages
number or term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy of
Newmont Gold; (f) any other material change in Newmont Gold's business or
corporate structure; (g) changes in Newmont Gold's charter, by-laws or
instruments corresponding thereto, or other actions which may impede the
acquisition of the control of Newmont Gold by any person; (h) any of Newmont
Gold's securities being delisted from a national securities exchange or
ceasing to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) any of Newmont Gold's equity
securities becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j)
any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Newmont Mining is the beneficial owner of 159,049,230 shares of
Newmont Gold Common Stock, which constitutes beneficial ownership of 93.9% of
the total outstanding shares of Newmont Gold Common Stock, based on
166,509,994 issued and outstanding shares of Newmont Gold Common Stock as of
May 6, 1997, giving effect to the Contribution Transaction. The shares of
Newmont Gold Common Stock so beneficially owned include 2,955,146 shares that
Newmont Mining has the right to acquire upon the exercise of Newmont Gold
Options. Set forth on Schedule A is the aggregate number of shares of Newmont
Gold Common Stock beneficially owned by each of the persons listed on such
Schedule, which, in each case constitutes less than 1% of the total
outstanding shares of Newmont Gold Common Stock outstanding as of May 6, 1997.
(b) Newmont Mining has the sole power to vote 159,049,230 shares and to
dispose of 159,049,230 shares of Newmont Gold Common Stock.
Except as otherwise specified on Schedule A, each person listed on
Schedule A who beneficially owns shares of Newmont Gold Common Stock, as
indicated on such Schedule, has the sole power to vote or to direct the vote
of, and has the sole power to dispose of or to direct the disposition of, such
shares.
(c) On March 31, 1997, Newmont Mining acquired 470 shares of Newmont
Gold Common Stock, 235 shares at $40.07 per share and 235 shares at $40.44 per
share, through the exercise of Newmont Gold Options. Newmont Mining exercised
such Newmont Gold Options as the result of the exercise of comparable Newmont
Mining Options by employees of Newmont Mining.
On May 5, 1997, each of James T. Curry, Donald W. Gentry, Patrick M.
James, George B. Munroe and Jean Head Sisco was awarded 625 shares of Newmont
Gold Common Stock pursuant to Newmont Gold's Directors' Stock Award Plan as a
result of their election as directors of Newmont Mining.
Except as disclosed above, during the past sixty days neither Newmont
Mining nor any of the persons listed in Schedule A have purchased any shares
of Newmont Gold Common Stock other than the shares of Newmont Gold Common
Stock and Additional Options by Newmont Mining acquired by Newmont Mining in
the Contribution Transaction.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Pursuant to Newmont Gold's Directors' Stock Award Plan, directors of
Newmont Mining who are not employees of Newmont Mining or Newmont Gold receive
<PAGE>
Page 6 of 7 Pages
625 shares of Newmont Gold Common Stock annually on the date of their election
or re-election at Newmont Gold's Annual Meeting of Stockholders. Shares
awarded under the plan may not be encumbered or disposed of by the director
until the earliest of (i) the expiration of five years after the date of
receipt of such shares; (ii) the date such director ceases to be a director by
reason of death or disability, or (iii) the later of (a) the date the director
ceases to be a director for any reason other than death or disability and (b)
the expiration of six months after the date of receipt of such shares.
The executive officers listed on Schedule A may be awarded from time to
time restricted shares of Newmont Gold Common Stock pursuant to the Newmont
Gold incentive compensation plans. In addition, the executive officers listed
on Schedule A may acquire shares of Newmont Gold Common Stock through
investments made by them in the Newmont Gold Common Stock Fund maintained
under the Newmont Gold Salaried Retirement Savings Plan.
Neither Newmont Mining, nor, to the best knowledge of Newmont Mining,
any of the individuals identified on Schedule A has any contract, arrangement,
understanding or relationship with any person with respect to any securities
of Newmont Gold other than that described in this Item 6 and in Items 3 and 4.
<PAGE>
Page 7 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 15, 1997
NEWMONT MINING CORPORATION
By: /s/ Timothy J. Schmitt
Name: Timothy J. Schmitt
Title: Vice President, Secretary
and Assistant General Counsel
<PAGE>
SCHEDULE A
Each person named below is a director or executive officer of
Newmont Mining, whose principal business is described above in Item 2.
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES
PRESENT PRINCIPAL OF NEWMONT GOLD
NAME AND OCCUPATION OR COMMON STOCK
CITIZENSHIP BUSINESS ADDRESS EMPLOYMENT BENEFICIALLY OWNED
<S> <C> <C> <C>
Rudolph I.J. Agnew World Conservation Chairman 2,500
Director Monitoring Center
England 7, Eccleston Street
Belgravia, London
SW1W 9LX, England
J.P. Bolduc JPB Enterprises, Inc. Chairman and Chief 2,500
Director 13237 West Meath Lane Executive Officer of
U.S.A. Clarksville, Maryland 21029
Ronald C. Cambre Newmont Mining Corporation Chairman, President 12,657
Director 1700 Lincoln Street and Chief Executive
U.S.A. Suite 2800 Officer, Newmont
Denver, Colorado 80203 Mining and Newmont
Gold
James T. Curry, Jr. 315 Robinwood Lane Retired Chief 625
Director Hillsborough, California 94010 Executive Officer of
U.S.A. Broken Hill
Proprietary Ltd.
Joseph P. Flannery Uniroyal Holding, Inc. Chairman, President 2,500
Director 70 Great Hill Road and Chief Executive
U.S.A. Naugatuck, Connecticut 06770 Officer
Donald W. Gentry Mining Engineering Department Professor of Mining 625
Director Colorado School of Mines Engineering
U.S.A. 1500 Illinois Street
Golden, Colorado 80401
Leo I. Higdon, Jr. Darden Graduate School of Dean and Charles C. 1,875
Director Business Administration Abbott Professor
U.S.A. University of Virginia
Massie Road Extended
Charlottesville, Virginia
22903
Thomas A. Holmes Ingersoll-Rand Company Retired Chairman and 2,500
Director 200 Chestnut Ridge Road Chief Executive
U.S.A. Woodcliff Lake, New Jersey Officer
07675
Patrick M. James Rio Algom Ltd. President and Chief 625
Director 11408 Fairington Way, NE Executive Officer
U.S.A. Albuquerque, New Mexico 87111
George B. Munroe 866 Third Avenue, 26th Fl. Retired Chairman and 625
Director New York, New York 10022 Chief Executive
U.S.A. Officer of Phelps
Dodge Corporation
Robin A. Plumbridge Gold Fields of South Africa Chairman 2,500
Director Limited
South Africa P.O. Box 61525
Marshalltown 2017
Republic of South Africa
Moeen A. Qureshi Emerging Markets Corporation Chairman of Emerging 2,500
Director 2001 Pennsylvania Avenue Markets Partnership
U.S.A. Suite 1100
Washington, DC 20006
<PAGE>
Michael K. Reilly Zeigler Coal Holding Company Chairman 2,500
Director 50 Jerome Lane
U.S.A. Fairview Heights, Illinois
62208
Jean Head Sisco Sisco Associates Partner 625
Director 2517 Massachusetts NW
U.S.A. Washington, DC 20008-2823
William I.M. EXSULTATE INC. Chairman and Chief 2,500
Turner, Jr. 1981 McGill College Avenue Executive Officer
Director Suite 575
Canada Montreal, Quebec H3A 2X1
Canada
John A.S. Dow Newmont Mining Corporation Senior Vice 1,496
U.S.A. 1700 Lincoln Street President,
Suite 2800 Exploration
Denver, Colorado 80203
Gary E. Farmar Newmont Mining Corporation Vice President and 0
U.S.A. 1700 Lincoln Street Controller
Suite 2800
Denver, Colorado 80203
Patricia A. Newmont Mining Corporation Vice President, 618
Flanagan 1700 Lincoln Street Treasurer and
U.S.A. Suite 2800 Assistant Secretary
Denver, Colorado 80203
David H. Newmont Mining Corporation Senior Vice 0
Francisco<F1> 1700 Lincoln Street President,
U.S.A. Suite 2800 International
Denver, Colorado 80203 Operations
Joy E. Hansen Newmont Mining Corporation Vice President and 0
U.S.A. 1700 Lincoln Street General Counsel
Suite 2800
Denver, Colorado 80203
Donald G. Karras Newmont Mining Corporation Vice President, 0
U.S.A. 1700 Lincoln Street Taxes
Suite 2800
Denver, Colorado 80203
Lawrence T. Newmont Mining Corporation Senior Vice 2,957
Kurlander 1700 Lincoln Street President and Chief
U.S.A. Suite 2800 Administrative
Denver, Colorado 80203 Officer
Wayne W. Murdy Newmont Mining Corporation Executive Vice 3,800
U.S.A. 1700 Lincoln Street President and Chief
Suite 2800 Financial Officer
Denver, Colorado 80203
W. James Mullin<F1> Newmont Mining Corporation Senior Vice 2,200
U.S.A. 1700 Lincoln Street President,
Suite 2800 North American
Denver, Colorado 80203 Operations
David A. Baker<F1> Newmont Mining Corporation Vice President 0
U.S.A. 1700 Lincoln Street Environmental
Suite 2800 Affairs
Denver, Colorado 80203
Steven A. Conte<F1> Newmont Mining Corporation Vice President, 0
U.S.A. 1700 Lincoln Street Human Resources
Suite 2800
Denver, Colorado 80203
<PAGE>
Mary E. Newmont Mining Corporation Vice President, 75
Donnelley<F1> 1700 Lincoln Street Government Relations
U.S.A. Suite 2800
Denver, Colorado 80203
W. Durand Newmont Mining Corporation Vice President, 0
Eppler<F1> 1700 Lincoln Street Business Development
U.S.A. Suite 2800 and Planning
Denver, Colorado 80203
Eric Hamer<F1> Newmont Mining Corporation Vice President and 0
U.S.A. 1700 Lincoln Street Senior Project
Suite 2800 Executive
Denver, Colorado 80203
Bruce D. Hansen<F1> Newmont Mining Corporation Vice President, 0
U.S.A. 1700 Lincoln Street Exploration
Suite 2800
Denver, Colorado 80203
Leendert G. Newmont Mining Corporation Vice President, 0
Krol<F1> 1700 Lincoln Street Exploration
U.S.A. Suite 2800
Denver, Colorado 80203
Jack H. Morris<F1> Newmont Mining Corporation Vice President, 1,500
U.S.A. 1700 Lincoln Street Corporate Relations
Suite 2800
Denver, Colorado 80203
Jean-Michel Newmont Mining Corporation Vice President, 0
Rendu<F1> 1700 Lincoln Street Technical Services
U.S.A. Suite 2800
Denver, Colorado 80203
Timothy J. Schmitt Newmont Mining Corporation Vice President, 0
U.S.A. 1700 Lincoln Street Secretary and
Suite 2800 Assistant General
Denver, Colorado 80203 Counsel
<FN>
<F1> An executive officer of Newmont Gold, approximately 94% owned by Newmont Mining.
</TABLE>
