NEWMONT MINING CORP, DFAN14A, 1997-01-27

NEWMONT MINING CORP
DFAN14A, 1997-01-27
GOLD AND SILVER ORES

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SCHEDULE 14A

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [ ]
Filed by party other than the Registrant [X]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

[_] Definitive Proxy Statement

[X] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

SANTA FE PACIFIC GOLD CORPORATION

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

NEWMONT MINING CORPORATION

(NAME OF PERSON(S) FILING PROXY STATEMENT,
IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rule 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant
<PAGE>
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and show how it is determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

<PAGE>
[FORM OF LETTER TO CERTAIN SANTA FE SHAREHOLDERS]

NEWMONT MINING CORPORATION
1700 Lincoln Street
Denver, Colorado 80203
(303) 863-7414

[Letterhead of Ronald C. Cambre,
Chairman, President and
Chief Executive Officer]

_______________, 1997

[Name of Shareholder]
[Address]

Dear _____________:

Thank you for receiving the Newmont team during our recent road show
to present our perspective of a Santa Fe/Newmont merger. I hope you share our
enthusiasm for the potential of this unique opportunity for Santa Fe
shareholders.

The merger of Santa Fe and Newmont assets would create the largest
gold company in North America. More importantly, it would combine the assets
of two companies that we believe have unparalleled opportunities to realize
operational and technical synergies, accelerate exploration and development
and create the optimum shareholder value. Analysts who cover Santa Fe agree
that the combination of Santa Fe and Newmont is the most compelling
transaction available.

With the Newmont offer you receive the best offer for immediate
value and the best offer for long term value. We ask you to convey your views
on the disposition of Santa Fe directly to the Santa Fe Board and its
management.

Should you need additional information on this transaction, please
feel free to contact us directly.

Sincerely,
<PAGE>
[FORM OF LETTER TO CERTAIN NEWMONT AND SANTA FE
SHAREHOLDERS]

NEWMONT MINING CORPORATION
1700 Lincoln Street
Denver, Colorado 80203
(303) 863-7414

[Letterhead of Ronald C. Cambre,
Chairman, President and
Chief Executive Officer]

_______________, 1997

[Name of Shareholder]
[Address]

Dear _____________:

I want to also assure you that we will pursue this opportunity with
an awareness of building short and long term shareholder value to our current
Newmont shareholders. While Newmont on a stand alone basis has an excellent
future, the merger with Santa Fe would enhance our base and the potential for
growth.

Should you need additional information on this transaction, please
feel free to contact us directly.
Sincerely,
<PAGE>
INFORMATION CONCERNING THE DIRECTORS, EXECUTIVE OFFICERS
AND EMPLOYEES OF NEWMONT MINING CORPORATION AND
NEWMONT GOLD COMPANY AND OTHER REPRESENTATIVES OF
NEWMONT MINING CORPORATION WHO MAY COMMUNICATE WITH
SANTA FE PACIFIC GOLD CORPORATION SHAREHOLDERS

The following is information concerning the directors, executive officers
and employees of Newmont Mining Corporation ("Newmont Mining") and Newmont
Gold Company ("Newmont Gold") and other representatives of Newmont Mining who
may communicate with Santa Fe Pacific Gold Corporation ("Santa Fe")
shareholders with respect to (i) the planned merger of Homestake Mining
Company ("Homestake") with Santa Fe pursuant to which Santa Fe will become a
wholly-owned subsidiary of Homestake and each outstanding share of Santa Fe
Common Stock, $0.01 par value (each a "Santa Fe Share" and collectively the
"Santa Fe Shares"), will be converted into the right to receive 1.115 shares
of common stock Homestake, $1.00 par value of Homestake and (ii) Newmont
Mining's intention to commence an offer, as described in and subject to terms
and conditions set forth in the Preliminary Prospectus dated January 7, 1997
contained in the Registration Statement on Form S-4 of Newmont Mining
(Registration No. 333-19335), to exchange each outstanding Santa Fe Share for
0.40 of a share of Newmont Mining common stock, $1.60 par value (the "Offer").

Newmont Mining's proposed offer has not been commenced. The Offer, if
commenced, will expire on the 20th business day after such commencement,
unless and until Newmont Mining extends the period of time for which the Offer
will be open. Any such extension will be announced no later than 9:00 A.M.,
New York City time, on the next business day after the previously scheduled
expiration date. It is Newmont Mining's current intention to extend the
Offer, if commenced, until all conditions thereto have been either satisfied
or waived.

Newmont Mining's principal executive offices are located at 1700 Lincoln
Street, Denver, Colorado 80203. Santa Fe's principal executive offices are
located at 6200 Uptown Boulevard NE, Suite 400, Albuquerque, New Mexico
87110.
<PAGE>
<TABLE>
DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES OF NEWMONT MINING AND NEWMONT GOLD WHO MAY COMMUNICATE WITH
SANTA FE SHAREHOLDERS

NAME AND PRINCIPAL PRESENT OFFICE OR OTHER PRINCIPAL OCCUPATION
BUSINESS ADDRESS <F1> OR EMPLOYMENT
<S> <C>

Rudolph I.J. Agnew . . . . . . . . . . . . . . Director; Chairman of World Conservation
7, Eccleston Street Monitoring Centre
Belgravia, London SW1W 9LX
England

J.P. Bolduc . . . . . . . . . . . . . . . . . . Director; Chairman and Chief Executive Officer
JPB Enterprises, Inc. of JPB Enterprises, Inc.
8808 Centre Park Drive #204
Columbia, Maryland 21045
Ronald C. Cambre . . . . . . . . . . . . . . . Director; Chairman, President and Chief
Executive Officer

Joseph P. Flannery . . . . . . . . . . . . . . Chairman, President and Chief Executive
Uniroyal Holding, Inc. Officer of Uniroyal Holding, Inc.
70 Great Hill Road
Naugatuck, Connecticut 06770
Leo I. Higdon, Jr. . . . . . . . . . . . . . . Director; Dean and Charles C. Abbott Professor
Darden Graduate School of Business of the Darden Graduate School of Business
University of Virginia Administration at the University of Virginia
Massie Road Extended
Charlottesville, Virginia 22903

Thomas A. Holmes . . . . . . . . . . . . . . . Director; Retired Chairman and Chief Executive
Ingersoll-Rand Company Officer of Ingersoll-Rand Company
200 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07675

Robin A. Plumbridge . . . . . . . . . . . . . . Director; Chairman of Gold Fields of South
Gold Fields of South Africa Limited Africa Limited
P.O. Box 61525
Marshalltown 2107
Republic of South Africa
Moeen A. Qureshi . . . . . . . . . . . . . . . Director; Chairman of Emerging Markets
Emerging Markets Corporation Corporation
2001 Pennsylvania Ave., #1100
Washington, D.C. 20006

Michael K. Reilly . . . . . . . . . . . . . . . Director; Chairman of Zeigler Coal Holding
Zeigler Coal Holding Company Company
50 Jerome Lane
Fairview Heights, Illinois 62208
William I.M. Turner, Jr. . . . . . . . . . . . Director; Chairman and Chief Executive Officer
EXSULTATE INC. of EXSULTATE INC.
1981 McGill College Avenue
Suite 575
Montreal, Quebec H3A 2X1
Canada

Robert H. Quenon<F2> . . . . . . . . . . . . . Director, Mining Consultant
7800 Forsyth Blvd. (6th Floor)
St. Louis, MO 63105
<PAGE>
James V. Taranik<F2> . . . . . . . . . . . . . Director, President of Desert Research
Desert Research Institute Institute, University and Community College
7010 Dandini Blvd. System of Nevada
Reno, NV 89512

Wayne W. Murdy . . . . . . . . . . . . . . . . Executive Vice President and Chief Financial
Officer
John A.S. Dow . . . . . . . . . . . . . . . . . Senior Vice President, Exploration

Lawrence T. Kurlander . . . . . . . . . . . . . Senior Vice President, Administration

Gary E. Farmar . . . . . . . . . . . . . . . . Vice President and Controller
Patricia A. Flanagan . . . . . . . . . . . . . Vice President, Treasurer and Assistant
Secretary

Joy E. Hansen . . . . . . . . . . . . . . . . . Vice President and General Counsel
Donald G. Karras . . . . . . . . . . . . . . . Vice President, Taxes

Timothy J. Schmitt . . . . . . . . . . . . . . Vice President, Secretary and Assistant
General Counsel

W. Durand Eppler<F2> . . . . . . . . . . . . . Vice President, Business Development and
Planning
Jack H. Morris<F2> . . . . . . . . . . . . . . Vice President, Corporate Relations

W. James Mullin<F2> . . . . . . . . . . . . . . Vice President, North American Operations
Jeffrey R. Huspeni<F2> . . . . . . . . . . . . Director of Mine Geology

<F1> Unless otherwise indicated, the principal business address of each director, executive officer and employee is Newmont Mining
Corporation, 1700 Lincoln Street, Denver, Colorado 80203.

<F2>Director, officer or employee of Newmont Gold only.
</TABLE>

On December 31, 1996, Midtown One Corp., a wholly-owned subsidiary of
Newmont Mining, acquired 200 Santa Fe Shares at a price of $17.50 per Santa Fe
Share in a privately negotiated transaction with Mr. and Mrs. David H.
Francisco. Mr. Francisco is Vice President, International Operations, of
Newmont Gold. On January 6, 1997, Midtown One Corp. acquired an additional
4,600 Santa Fe Shares at a price of $17.50 per Santa Fe Share in a privately
negotiated transaction with Mr. and Mrs. Francisco.

In October, 1996, Santa Fe and Newmont Mining entered into a
confidentiality agreement, pursuant to which and in contemplation of a
potential transaction between Santa Fe and Newmont Mining, each party provided
the other with certain confidential information.

Newmont Gold leases from Santa Fe certain properties in Eureka County'
Nevada pursuant to a Lease of Mining Rights dated November 1, 1977, as amended
(the "Lease Agreement"). The Lease Agreement grants to Newmont Gold the
exclusive right to mine the nonferrous metals located on the land covered by
the Lease Agreement. In addition, Carlin Gold Mining Company (predecessor of
Newmont Mining), Southern Pacific Land Company (predecessor of Santa Fe) and
certain other individuals have entered into an Agreement for Unitization of
Ore Reserves dated as of January 18, 1982 (the "Unitization Agreement"), which
provides for unitization of certain of the properties leased pursuant to the
Lease Agreement. Pursuant to the terms of both the Lease Agreement and the
Unitization Agreement, Newmont Gold is required to pay Santa Fe royalty
payments based upon net smelter returns on ores and concentrates sent to
smelter or the gross sales price of any gold or silver bullion produced and
sold from Newmont Gold's mills. In 1995, the aggregate amount of such royalty
payments was approximately $4 million. The Lease Agreement is renewable
annually but will otherwise terminate on November 1, 2002. The Unitization
Agreement will remain in effect until Newmont Gold determines that all gold
ores located on the properties covered by the Unitization Agreement are mined.
<PAGE>
In addition, Newmont Gold also leases from an affiliate of Santa Fe certain
other properties in Eureka County, Nevada pursuant to a Minerals Sublease
dated April 1, 1991 (the "Mineral Sublease"). The Mineral Sublease grants to
Newmont Gold the right to explore, develop' mine, recover and process minerals
located on the land covered by the Mineral Sublease. Pursuant to the terms of
the Mineral Sublease, Newmont Gold is required to pay Santa Fe's affiliate at
least $12,800 per year plus an annual royalty of 5% of net returns of minerals
mined and removed. To date, there has been no production on the property
which is the subject of the Mineral Sublease. The Mineral Sublease expires on
the later to occur of April 1, 2001 and the date on which minerals cease being
produced in commercial quantities.

Effective April 15, 1996, Newmont Exploration Limited ("Newmont
Exploration"), a wholly-owned subsidiary of Newmont Gold, entered into an
Exploration, Development and Mining Operations Agreement with Santa Fe (the
"Exploration Agreement"), pursuant to which the two parties agreed to enter
into a joint venture (the "Joint Venture") in order to jointly explore and
evaluate the possible development of certain properties located at Mary's
Mountain in Eureka County, Nevada. As an initial contribution to the Joint
Venture, Newmont Exploration agreed to lease to the Joint Venture 145
unpatented claims and Santa Fe agreed to lease to the Joint Venture five fee
sections owned by it and to sublease to the Joint Venture one fee section
leased by it. Newmont Exploration also agreed to spend an aggregate of
$2,000,000 during the first six years of the effectiveness of the Exploration
Agreement. Each party has a 50% interest in the Joint Venture. Newmont
Exploration is manager of the Joint Venture. Newmont Exploration may withdraw
from the Exploration Agreement prior to the completion of its contribution,
subject to its obligation to complete the expenditure of the first $40,000 of
exploration expenditures (which obligation it has already met). Each party
has the right to withdraw after its contribution, but in the event that it
does, it will have no further interest in the Assets (as defined therein) of
the Joint Venture. Unless earlier terminated pursuant to its terms, the
Exploration Agreement will remain in effect until August 2, 2012 and for so
long thereafter as the properties are jointly owned pursuant to the
Exploration Agreement.

From time to time Newmont Exploration has entered into confidentiality
agreements with third parties, including Santa Fe, covering the exchange of
data relating to mining exploration potential. Such agreements customarily
have a term of one to two years.
<PAGE>
<TABLE>

OTHER REPRESENTATIVES OF NEWMONT MINING WHO MAY
COMMUNICATE WITH SANTA FE SHAREHOLDERS

<CAPTION>
NAME AND PRINCIPAL PRESENT OFFICE OR OTHER PRINCIPAL OCCUPATION OR
BUSINESS ADDRESS<F1> EMPLOYMENT

<S> <C>

Peter D. Brundage . . . . . . . . . . . Managing Director, Goldman, Sachs & Co.
Goldman, Sachs & Co.
100 Cresent Court, Suite 1000
Dallas, Texas 75201
Robert P. Fisher . . . . . . . . . . . Managing Director, Goldman, Sachs & Co.

Steven M. Heller . . . . . . . . . . . Managing Director, Goldman, Sachs & Co.

Lance G. Gilliland . . . . . . . . . . Associate, Goldman, Sachs & Co.
Gregory A. Gonsalves . . . . . . . . . Associate, Goldman, Sachs & Co.

Sean J. Glodek . . . . . . . . . . . . Analyst, Goldman, Sachs & Co.

<F1> Unless otherwise indicated, the principal business address of each representative of Goldman, Sachs & Co. is Goldman, Sachs &
Co., 85 Broad Street, New York, New York 10004
</TABLE>

Pursuant to a letter agreement dated October 24, 1996 (the "Letter
Agreement"), Goldman, Sachs & Co. ("Goldman Sachs") is providing certain
financial advisory services to Newmont Mining in connection with the Offer.
Under the Letter Agreement, Newmont Mining has agreed to pay Goldman Sachs for
its financial advisory services (including its services as Dealer Manager) in
connection with the Offer (i) a minimum fee of $200,000 upon execution of the
Letter Agreement (the "Minimum Fee"), (ii) a transaction fee of 0.40% of the
aggregate consideration paid in an acquisition, if more than 50% of the Santa
Fe Shares or more than 50% of the assets of Santa Fe are acquired (less fees
already paid, provided, however, the Minimum Fee shall not be so credited if
such fee was paid more than one year prior to the consummation of the
transaction), and (iii) a mutually acceptable fee of no less than 0.40% of the
aggregate consideration paid in an acquisition, if less than 50% of the Santa
Fe Shares or less than 50% of the assets of Santa Fe are acquired.

If Newmont Mining enters into an agreement to acquire Santa Fe (the
"Agreement") and Newmont Mining receives a payment on account of the
termination of the Agreement, Newmont Mining shall pay Goldman Sachs a fee of
15% of such payment (less reasonable legal expenses and out-of-pocket expenses
incurred by Newmont Mining). Newmont Mining has also agreed to reimburse
Goldman Sachs for its reasonable out-of-pocket expenses, including the fees
and expenses of its legal counsel incurred in connection with its engagement,
and has agreed to indemnify each of Goldman Sachs and certain related persons
and entities against certain liabilities and expenses in connection with
Goldman Sachs' engagement, including certain liabilities under the federal
securities laws. Goldman Sachs will not receive any fee for or in connection
with the communication with Santa Fe shareholders by its employees apart from
the fees it is otherwise entitled to receive as described above.

In addition to the fees to be received by Goldman Sachs in connection
with its engagement as financial advisor to Newmont Mining, Goldman Sachs has
in the past rendered and is expected to continue to render various investment
banking and financial advisory services for Newmont Mining for which it has
received customary compensation. Goldman Sachs also has in the past rendered
various investment banking and financial advisory services for Santa Fe for
which it has received customary compensation.
<PAGE>

Goldman Sachs engages in a full range of investment banking, securities
trading, market-making and brokerage services for institutional and individual
clients. In the ordinary course of its business, Goldman Sachs may actively
trade the equity and debt securities of Santa Fe for its own account and the
accounts of its customers and, accordingly, may at any time hold a long or
short position in such securities. As of January 23, 1997, Goldman Sachs held
a net long position of approximately 29,019 Santa Fe Shares. Goldman Sachs
does not admit that it or any of its directors, officers, employees or
affiliates is a "participant," as defined in Schedule 14A promulgated under
the Securities Exchange Act of 1934, as amended, by the Commission or that
Schedule 14A requires the disclosure of certain information concerning Goldman
Sachs.