<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 7, 1997.
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
FORM S-4
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
----------------
NEWMONT MINING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1041 13-1806811
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
----------------
1700 LINCOLN STREET
DENVER, COLORADO 80203
(303) 863-7414
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
TIMOTHY J. SCHMITT
NEWMONT MINING CORPORATION
1700 LINCOLN STREET
DENVER, COLORADO 80203
(303) 863-7414
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
----------------
COPIES TO:
MAUREEN BRUNDAGE, ESQ. WHITE & CASE DANIEL A. NEFF, ESQ.WACHTELL, LIPTON,
1155 AVENUE OF THE AMERICAS NEW YORK, ROSEN & KATZ 51 WEST 52ND STREET NEW
NEW YORK 10036 (212) 819-8200 YORK, NEW YORK 10019 (212) 403-1000
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Effective Date of this Registration
Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
CALCULATION OF REGISTRATION FEE
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- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE(2) FEE(2)
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.60 par
value(3).............. 53,192,534 $43.8125 $2,330,497,896 $706,212
- ----------------------------------------------------------------------------------------
</TABLE>
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(1) Represents the maximum number of shares of common stock issuable upon
consummation of the exchange offer for shares of common stock, par value
$0.01 per share, of Santa Fe Pacific Gold Corporation ("Santa Fe") (the
"Santa Fe Shares"), based upon the number of Santa Fe Shares and options
to acquire Santa Fe Shares represented by Santa Fe to be outstanding on
December 5, 1996 as set forth in the Homestake Merger Agreement (as
hereinafter defined).
(2) Pursuant to Rules 457(f)(1) and 457(c) of the Securities Act of 1933, as
amended, and solely for purposes of calculating the registration fee, the
registration fee was computed on the basis of the average of the high and
low prices of the common stock of Newmont Mining Corporation ("Newmont
Mining") as reported on the New York Stock Exchange Composite Tape on
January 3, 1997.
(3) Includes (i) Newmont Mining equal value rights and (ii) Newmont Mining
preferred share purchase rights which, prior to the occurrence of certain
events, will not be exercisable or evidenced separately from the common
stock of Newmont Mining.
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JANUARY 7, 1997
OFFER TO EXCHANGE EACH OUTSTANDING SHARE OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
SANTA FE PACIFIC GOLD CORPORATION
FOR
0.40 OF A SHARE OF COMMON STOCK
OF
NEWMONT MINING CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON ,
1997, UNLESS EXTENDED. SANTA FE SHARES WHICH ARE
TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT
ANY TIME PRIOR TO THE EXPIRATION OF THE OFFER.
Newmont Mining Corporation, a Delaware corporation ("Newmont Mining"), hereby
offers, upon the terms and subject to the conditions set forth herein and in
the related Letter of Transmittal (collectively, the "Offer"), to exchange 0.40
of a share of common stock, par value $1.60 per share, of Newmont Mining
("Newmont Mining Common Stock") for each outstanding share of common stock, par
value $0.01 per share (each, a "Santa Fe Share" and collectively, the "Santa Fe
Shares"), of Santa Fe Pacific Gold Corporation, a Delaware corporation ("Santa
Fe"), including the associated preferred share purchase rights (each, a "Santa
Fe Right" and collectively, the "Santa Fe Rights") issued pursuant to the
Rights Agreement, dated as of January 26, 1995, as amended (the "Santa Fe
Rights Agreement"), between Santa Fe and Harris Trust and Savings Bank, as
Rights Agent, validly tendered on or prior to the Expiration Date (as
hereinafter defined) and not withdrawn. Newmont Mining intends, as soon as
practicable after the consummation of the Offer, to seek to have Santa Fe
consummate a merger with a subsidiary of Newmont Mining in which each
outstanding Santa Fe Share (except for Santa Fe Shares held by Santa Fe,
Newmont Mining or any of their respective subsidiaries) would be converted into
the right to receive 0.40 of a share of Newmont Mining Common Stock (the
"Newmont Mining/Santa Fe Merger"). Unless the context otherwise requires and
unless and until the Santa Fe Rights are redeemed, all references to Santa Fe
Shares shall include the associated Santa Fe Rights. Shares of Newmont Mining
Common Stock to be issued pursuant to the Offer will include the related Equal
Value Rights and Newmont Mining Rights (as such terms are hereinafter defined).
On January 6, 1997, the closing price of the Santa Fe Shares on the New York
Stock Exchange (the "NYSE") Composite Tape was $14.25 per Santa Fe Share. Based
on the closing price of Newmont Mining Common Stock on the NYSE Composite Tape
on the same date ($41.25), the value of the Newmont Mining Common Stock offered
pursuant to the Offer was $16.50 per Santa Fe Share. The market value of the
Offer will change as the market price of the Newmont Mining Common Stock
changes.
SEE "RISK FACTORS" COMMENCING ON PAGE 16 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY HOLDERS OF SANTA FE SHARES IN CONNECTION WITH THE
OFFER.
NEWMONT MINING'S OBLIGATION TO EXCHANGE SHARES OF NEWMONT MINING COMMON STOCK
FOR SANTA FE SHARES PURSUANT TO THE OFFER IS CONDITIONED UPON, AMONG OTHER
THINGS, (I) THERE BEING VALIDLY TENDERED PRIOR TO THE EXPIRATION OF THE OFFER
AND NOT WITHDRAWN A NUMBER OF SANTA FE SHARES WHICH WILL CONSTITUTE AT LEAST
90% OF THE TOTAL OUTSTANDING SANTA FE SHARES ON A FULLY DILUTED BASIS AS OF THE
DATE THE SANTA FE SHARES ARE ACCEPTED FOR EXCHANGE BY NEWMONT MINING; (II) THE
REDEMPTION OF THE SANTA FE RIGHTS BY THE BOARD OF DIRECTORS OF SANTA FE OR
NEWMONT MINING BEING OTHERWISE SATISFIED THAT THE SANTA FE RIGHTS WILL NOT BE
APPLICABLE TO THE ACQUISITION OF THE SANTA FE SHARES PURSUANT TO THE OFFER OR
THE NEWMONT MINING/SANTA FE MERGER; (III) NEWMONT MINING BEING SATISFIED THAT
SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW (THE "DGCL") WILL NOT BE
APPLICABLE TO THE OFFER AND THE NEWMONT MINING/SANTA FE MERGER; (IV) NEWMONT
MINING RECEIVING A LETTER FROM ITS INDEPENDENT PUBLIC ACCOUNTANTS THAT THE
OFFER AND THE NEWMONT MINING/SANTA FE MERGER WILL QUALIFY FOR TREATMENT AS A
POOLING OF INTERESTS UNDER APPLICABLE ACCOUNTING PRINCIPLES; (V) THE
STOCKHOLDERS OF SANTA FE NOT HAVING APPROVED THE MERGER AGREEMENT BETWEEN SANTA
FE AND HOMESTAKE MINING COMPANY ("HOMESTAKE") OR SUCH MERGER AGREEMENT BEING
OTHERWISE TERMINATED PURSUANT TO ITS TERMS; AND (VI) APPROVAL BY THE
STOCKHOLDERS OF NEWMONT MINING OF THE ISSUANCE OF SHARES OF NEWMONT MINING
COMMON STOCK PURSUANT TO THE OFFER AND THE NEWMONT MINING/SANTA FE MERGER AND
OF A RELATED AMENDMENT TO NEWMONT MINING'S RESTATED CERTIFICATE OF
INCORPORATION. SEE "THE OFFER--CONDITIONS OF THE OFFER."
----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
----------
THE DEALER MANAGER FOR THE OFFER IS:
GOLDMAN, SACHS & CO.
The date of this Prospectus is , 1997
<PAGE>
THIS PROSPECTUS AND THE OFFER MADE HEREBY DO NOT CONSTITUTE A SOLICITATION
OF ANY PROXIES. ANY SUCH SOLICITATION WILL BE MADE ONLY PURSUANT TO SEPARATE
PROXY SOLICITATION MATERIALS COMPLYING WITH THE REQUIREMENTS OF SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934.
----------------
IMPORTANT
SANTA FE STOCKHOLDERS WILL BE REQUIRED TO TENDER ONE SANTA FE RIGHT FOR EACH
SANTA FE SHARE TENDERED IN ORDER TO EFFECT A VALID TENDER OF SANTA FE SHARES,
UNLESS THE RIGHTS PLAN CONDITION (AS HEREINAFTER DEFINED) HAS BEEN SATISFIED
OR WAIVED. UNLESS THE SANTA FE DISTRIBUTION DATE (AS HEREINAFTER DEFINED)
OCCURS, A TENDER OF SANTA FE SHARES WILL CONSTITUTE A TENDER OF THE ASSOCIATED
SANTA FE RIGHTS.
ANY SANTA FE STOCKHOLDER DESIRING TO TENDER ALL OR ANY PORTION OF HIS SANTA
FE SHARES AND THE ASSOCIATED SANTA FE RIGHTS SHOULD EITHER (I) COMPLETE AND
SIGN THE LETTER OF TRANSMITTAL OR A FACSIMILE COPY THEREOF IN ACCORDANCE WITH
THE INSTRUCTIONS IN THE LETTER OF TRANSMITTAL, AND MAIL OR DELIVER THE LETTER
OF TRANSMITTAL OR SUCH FACSIMILE AND ANY OTHER REQUIRED DOCUMENTS TO THE
EXCHANGE AGENT (AS HEREINAFTER DEFINED) AND EITHER DELIVER THE CERTIFICATES
FOR SUCH SANTA FE SHARES AND SANTA FE RIGHTS TO THE EXCHANGE AGENT ALONG WITH
THE LETTER OF TRANSMITTAL, DELIVER SUCH SANTA FE SHARES AND SANTA FE RIGHTS
PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER SET FORTH HEREIN (IN THE
CASE OF SANTA FE RIGHTS, ONLY IF SUCH PROCEDURES ARE AVAILABLE) OR COMPLY WITH
THE GUARANTEED DELIVERY PROCEDURES SET FORTH HEREIN OR (II) REQUEST HIS
BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE TO EFFECT THE
TRANSACTION FOR HIM. A SANTA FE STOCKHOLDER HAVING SANTA FE SHARES AND SANTA
FE RIGHTS REGISTERED IN THE NAME OF A BROKER, DEALER, COMMERCIAL BANK, TRUST
COMPANY OR OTHER NOMINEE MUST CONTACT SUCH BROKER, DEALER, COMMERCIAL BANK,
TRUST COMPANY OR OTHER NOMINEE IF HE DESIRES TO TENDER SUCH SANTA FE SHARES
AND SANTA FE RIGHTS.
QUESTIONS AND REQUESTS FOR ASSISTANCE MAY BE DIRECTED TO THE INFORMATION
AGENT (AS HEREINAFTER DEFINED) OR TO THE DEALER MANAGER AT THEIR RESPECTIVE
ADDRESSES AND TELEPHONE NUMBERS SET FORTH ON THE BACK COVER OF THIS
PROSPECTUS. REQUESTS FOR ADDITIONAL COPIES OF THIS PROSPECTUS AND THE LETTER
OF TRANSMITTAL MAY BE DIRECTED TO THE INFORMATION AGENT OR TO BROKERS,
DEALERS, COMMERCIAL BANKS OR TRUST COMPANIES.
ii
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
AVAILABLE INFORMATION..................................................... 5
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE......................... 6
SANTA FE INFORMATION...................................................... 6
FORWARD-LOOKING STATEMENTS................................................ 7
PROSPECTUS SUMMARY........................................................ 8
RISK FACTORS.............................................................. 23
Gold Price Volatility................................................... 23
Hedging Activities...................................................... 24
Ore Reserve Estimates................................................... 24
Regulation and Environmental Matters.................................... 24
Risks of Foreign Investments............................................ 25
Speculative Nature of Gold Exploration and Development.................. 26
Mining Risks and Insurance.............................................. 26
Nonrealization of Synergies/Cost Savings................................ 26
BACKGROUND OF THE OFFER................................................... 27
General................................................................. 27
Comparison of the Proposals............................................. 35
Homestake Merger Agreement.............................................. 41
THE OFFER................................................................. 49
General................................................................. 49
Timing of the Offer..................................................... 50
Extension, Termination and Amendment.................................... 50
Exchange of Santa Fe Shares; Delivery of Newmont Mining Common Stock.... 51
Cash in Lieu of Fractional Shares of Newmont Mining Common Stock........ 52
Withdrawal Rights....................................................... 52
Procedure for Tendering................................................. 53
Certain U.S. Federal Income Tax Consequences............................ 56
Effect of Offer on Market for Santa Fe Shares; Registration under the
Exchange Act........................................................... 58
Purpose of the Offer; the Newmont Mining/Santa Fe Merger................ 59
Conditions of the Offer................................................. 62
Relationships with Santa Fe............................................. 67
Fees and Expenses....................................................... 68
Accounting Treatment.................................................... 69
Stock Exchange Listings................................................. 69
BUSINESSES OF NEWMONT MINING AND SANTA FE................................. 70
Newmont Mining.......................................................... 70
Santa Fe................................................................ 71
</TABLE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
NEWMONT MINING AND SANTA FE PRO FORMA COMBINED FINANCIAL INFORMATION..... 72
NEWMONT MINING AND SANTA FE PRO FORMA NET PROVEN AND PROBABLE RESERVES... 81
NEWMONT MINING AND SANTA FE PRO FORMA PRODUCTION, PRICE AND COST DATA.... 83
DESCRIPTION OF NEWMONT MINING CAPITAL STOCK.............................. 84
Description of Newmont Mining Common Stock............................. 84
Description of Newmont Mining Preferred Stock.......................... 88
COMPARISON OF RIGHTS OF HOLDERS OF SANTA FE SHARES AND NEWMONT MINING
COMMON STOCK............................................................ 90
Special Meetings of Stockholders....................................... 90
Number of Directors.................................................... 90
Stockholder Proposal Procedures........................................ 90
Advance Notice of Stockholder Nominations of Directors................. 91
Indemnification........................................................ 91
Certain Voting Rights for Mergers...................................... 91
Cumulative Voting...................................................... 91
Removal of Directors; Filling Vacancies on the Board of Directors...... 91
Stockholder Action by Written Consent.................................. 92
Amendment of the Certificate of Incorporation.......................... 92
Amendment of By-laws................................................... 92
Classification of Board of Directors................................... 92
Stockholder Rights Plans............................................... 93
MARKET PRICES AND DIVIDENDS.............................................. 95
Newmont Mining......................................................... 95
Santa Fe............................................................... 96
VALIDITY OF NEWMONT MINING COMMON STOCK.................................. 96
EXPERTS.................................................................. 96
SCHEDULE A Section 203 of the Delaware General Corporation Law.......... A-1
SCHEDULE B Directors and Executive Officers of Newmont Mining and
Newmont Gold................................................. B-1
</TABLE>
iii
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
iv
<PAGE>
AVAILABLE INFORMATION
Newmont Mining and Santa Fe are subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, file reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). The reports,
proxy statements and other information filed by Newmont Mining and Santa Fe
with the Commission may be inspected and copied at the Commission's public
reference room located at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the public reference facilities in the
Commission's regional offices located at: 7 World Trade Center, 13th Floor,
New York, New York 10048, and 500 West Madison Street, Suite 400, Chicago,
Illinois 60661. Copies of such material may be obtained at prescribed rates by
writing to the Commission, Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Newmont Mining and Santa Fe are electronic filers with
the Commission, which maintains a web site containing reports, proxy and other
information statements at the following location: http: //www.sec.gov. The
Santa Fe Shares are listed on the NYSE and the Chicago Stock Exchange (the
"CSE"). The shares of Newmont Mining Common Stock are listed on the NYSE, the
Paris Bourse, the Brussels Stock Exchange and the Swiss Stock Exchange. The
periodic reports, proxy statements and other information filed by Newmont
Mining and Santa Fe with the Commission may be inspected at the offices of the
NYSE, 20 Broad Street, New York, New York 10005 and in the case of Santa Fe,
at the offices of the CSE, 440 South LaSalle Street, Chicago, Illinois 60605.
This Prospectus does not contain all of the information set forth in the
Registration Statement on Form S-4 (the "Registration Statement") covering the
Newmont Mining Common Stock offered hereby which has been filed with the
Commission. Reference is hereby made to the Registration Statement for further
information with respect to Newmont Mining, Santa Fe and the securities
offered hereby. Statements contained herein concerning any documents are not
necessarily complete and, in each instance, reference is made to the copies of
such documents filed which in certain cases are filed as exhibits to the
Registration Statement. Each such statement is qualified in its entirety by
such reference.
Not later than the date of commencement of the Offer, Newmont Mining will
file with the Commission a statement on Schedule 14D-1 pursuant to Rule 14d-3
under the Exchange Act furnishing certain information with respect to the
Offer. Such schedule and any amendments thereto should be available for
inspection and copying as set forth above (except that such schedule and any
amendments thereto will not be available at the regional offices of the
Commission).
Pursuant to Rule 409 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), and Rule 12b-21 promulgated under the Exchange
Act, Newmont Mining is requesting that Santa Fe provide to Newmont Mining the
information required for complete disclosure concerning the business,
operations, financial condition and management of Santa Fe. Newmont Mining
will provide any and all information which it receives from Santa Fe prior to
the expiration of the Offer and which Newmont Mining deems material, reliable
and appropriate in a subsequently prepared amendment or supplement hereto. In
addition, pursuant to Rule 439 promulgated under the Securities Act, Newmont
Mining is requesting that Price Waterhouse LLP, Santa Fe's independent
accountants, provide to Newmont Mining the consent required for the
incorporation by reference into this Prospectus of Price Waterhouse LLP's
report included in Santa Fe's Annual Report on Form 10-K for the year ended
December 31, 1995 (the "1995 Santa Fe 10-K") with respect to its audit of the
consolidated financial statements of Santa Fe contained therein. If Newmont
Mining receives such consent, it will promptly file such consent as an exhibit
to the Registration Statement.
v
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
THIS PROSPECTUS INCORPORATES BY REFERENCE DOCUMENTS NOT PRESENTED HEREIN OR
DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE WITHOUT CHARGE UPON REQUEST
TO THE SECRETARY OF NEWMONT MINING. REQUESTS MAY BE DIRECTED TO NEWMONT
MINING'S SECRETARY AT 1700 LINCOLN STREET, DENVER, COLORADO 80203, (303) 863-
7414. IN ORDER TO ENSURE TIMELY DELIVERY OF SUCH DOCUMENTS, ANY REQUEST FOR
DOCUMENTS SHOULD BE SUBMITTED NO LATER THAN FIVE BUSINESS DAYS PRIOR TO THE
EXPIRATION DATE OF THE OFFER.
The following documents filed with the Commission by Newmont Mining (File
No. 1-1153) are incorporated herein by reference: (i) Newmont Mining's Annual
Report on Form 10-K for the year ended December 31, 1995 (the "1995 Newmont
Mining 10-K"); (ii) the portions of Newmont Mining's Proxy Statement for the
Annual Meeting of Stockholders held on May 2, 1996 that have been incorporated
by reference into the 1995 Newmont Mining 10-K; and (iii) Newmont Mining's
Quarterly Reports on Form 10-Q for the periods ended March 31, 1996, June 30,
1996 and September 30, 1996.
The following documents filed with the Commission by Santa Fe (File No. 1-
13096) are incorporated herein by reference: (i) the 1995 Santa Fe 10-K
(except for the report of Santa Fe's independent accountants contained therein
which is not incorporated herein by reference because the consent of Santa
Fe's independent accountants has not yet been obtained); (ii) the portions of
Santa Fe's Proxy Statement for the Annual Meeting of Stockholders held on
May 23, 1996 that have been incorporated by reference into the 1995 Santa Fe
10-K; (iii) Santa Fe's Quarterly Reports on Form 10-Q for the periods ended
March 31, 1996, June 30, 1996 and September 30, 1996; and (iv) Santa Fe's
Current Report on Form 8-K dated December 9, 1996 (the "Santa Fe 8-K").
All documents filed by either Newmont Mining or Santa Fe pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof
and prior to the date the Offer is terminated or Santa Fe Shares are accepted
for exchange shall be deemed to be incorporated herein by reference and to be
a part hereof from the date of such filing. Any statement contained herein or
in a document incorporated or deemed to be incorporated herein by reference
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein or in any other subsequently filed document
which also is, or is deemed to be, incorporated herein by reference modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed to constitute a part hereof, except as so modified or
superseded.
SANTA FE INFORMATION
Newmont Mining has included in this Prospectus information relating to Santa
Fe that is known by or reasonably available to Newmont Mining. Santa Fe is not
affiliated with Newmont Mining and, as described in "Background of the Offer--
General," Newmont Mining has conducted only a limited review of certain
information provided to it by Santa Fe. Newmont Mining was not involved in the
preparation of the information and statements relating to Santa Fe contained
or incorporated by reference in this Prospectus and is not in a position to
verify such information or statements and takes no responsibility therefor.
----------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
vi
<PAGE>
AUTHORIZED BY NEWMONT MINING OR BY THE DEALER MANAGER. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER OR A SOLICITATION TO ANY PERSON IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. THE OFFER IS NOT BEING MADE TO,
NOR WILL TENDERS BE ACCEPTED FROM OR ON BEHALF OF, HOLDERS OF SANTA FE SHARES
IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN
COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. HOWEVER, NEWMONT MINING MAY, IN
ITS SOLE DISCRETION, TAKE SUCH ACTION AS IT MAY DEEM NECESSARY TO MAKE THE
OFFER IN ANY SUCH JURISDICTION AND EXTEND THE OFFER TO HOLDERS OF SANTA FE
SHARES IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
EXCHANGE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF NEWMONT MINING, SANTA FE OR
HOMESTAKE SINCE THE DATE AS OF WHICH INFORMATION IS FURNISHED OR THE DATE
HEREOF.
IN ANY JURISDICTION WHERE THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE
OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO
BE MADE ON BEHALF OF NEWMONT MINING BY GOLDMAN, SACHS & CO., AS DEALER
MANAGER, OR ONE OR MORE OTHER REGISTERED BROKERS OR DEALERS LICENSED UNDER THE
LAWS OF SUCH JURISDICTION.
FORWARD-LOOKING STATEMENTS
CERTAIN STATEMENTS CONTAINED IN THIS PROSPECTUS UNDER "BACKGROUND OF THE
OFFER," IN ADDITION TO CERTAIN STATEMENTS CONTAINED ELSEWHERE IN THIS
PROSPECTUS OR INCORPORATED HEREIN BY REFERENCE, THAT ARE NOT STATEMENTS OF
HISTORICAL FACTS ARE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND ARE THUS PROSPECTIVE.
SUCH FORWARD-LOOKING STATEMENTS INCLUDE, WITHOUT LIMITATION, STATEMENTS
REGARDING NEWMONT MINING'S, SANTA FE'S OR HOMESTAKE'S FUTURE FINANCIAL
POSITION, BUSINESS STRATEGY, BUDGETS, RESERVE ESTIMATES, EXPECTED FUTURE
PRODUCTION, EXPLORATION AND CAPITAL COSTS AND EXPENSES, EXPECTED COST SAVINGS,
EXPECTED SOURCES, TIMING AND ADEQUACY OF FUNDING OF PROJECTS AND OTHER CASH
REQUIREMENTS, ESTIMATES OF FUTURE LIABILITY FOR CERTAIN ENVIRONMENTAL MATTERS,
AND PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS. SUCH FORWARD-
LOOKING STATEMENTS ARE SUBJECT TO RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM FUTURE RESULTS EXPRESSED
OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS THAT COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE INFORMATION SET FORTH IN
ANY FORWARD-LOOKING STATEMENTS ("CAUTIONARY STATEMENTS") ARE DISCLOSED UNDER
"RISK FACTORS." ALL SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS
ATTRIBUTABLE TO NEWMONT MINING OR TO PERSONS ACTING ON ITS BEHALF ARE
EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS. NEWMONT
MINING WAS NOT INVOLVED IN THE PREPARATION OF ANY FORWARD-LOOKING STATEMENTS
RELATING TO SANTA FE OR HOMESTAKE INCORPORATED BY REFERENCE IN THIS PROSPECTUS
AND IS NOT IN A POSITION TO VERIFY SUCH STATEMENTS AND TAKES NO RESPONSIBILITY
THEREFOR.
vii
<PAGE>
PROSPECTUS SUMMARY
THE INFORMATION BELOW IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS AND NOTES THERETO APPEARING ELSEWHERE IN
THIS PROSPECTUS OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS. AS USED IN
THIS PROSPECTUS, THE TERM "NEWMONT MINING" REFERS TO NEWMONT MINING CORPORATION
AND, UNLESS THE CONTEXT OTHERWISE REQUIRES, ITS SUBSIDIARIES, AND THE TERM
"SANTA FE" REFERS TO SANTA FE PACIFIC GOLD CORPORATION AND, UNLESS THE CONTEXT
OTHERWISE REQUIRES, ITS SUBSIDIARIES.
NEWMONT MINING
Newmont Mining was incorporated in 1921 under the laws of Delaware. Its sole
asset is approximately 91% of the outstanding shares of common stock of Newmont
Gold Company, a Delaware corporation ("Newmont Gold"). Newmont Gold is engaged,
directly and through its subsidiaries and affiliates, in gold production,
exploration for gold and acquisition of gold properties worldwide. Newmont
Mining, together with Newmont Gold and its subsidiaries, are sometimes referred
to herein as the "Corporation."
Substantially all of the Corporation's consolidated sales and operating
profit in 1995, 1994 and 1993 related to its gold mining activities. Although
most of the Corporation's consolidated identifiable assets relate to domestic
activities, 22% of its net identifiable assets as of December 31, 1995 were
related to foreign activities, with no single foreign operating entity
representing more than 10% of the Corporation's assets.
Newmont Gold, the second largest gold producer in North America with year-end
1995 proven and probable reserves of approximately 28.8 million equity ounces
of gold, produces gold from 100% owned operations on the Carlin Trend in
Nevada, through a 38% owned venture in Peru which commenced gold production in
1993, a 50% owned venture in Uzbekistan which commenced production in 1995 and
an 80% owned venture in Indonesia, which commenced production in early 1996.
Newmont Gold currently has an 80% interest in a large copper/gold project in
Indonesia. Under the terms of the joint venture agreement governing such
project, after the required contributions are made by both Newmont Gold and its
joint venture partner, Newmont Gold will retain a 45% interest in the project.
The project is awaiting various Indonesian governmental approvals to commence
the construction process. Newmont Gold also has a 44% interest in a project in
Mexico which is in the feasibility study phase. In addition to exploration
activities conducted in connection with these operations and projects, Newmont
Gold continues to explore for gold and/or is conducting joint venture
discussions in various other countries, including Canada, Ecuador, certain
countries in East and Southeast Asia, the Caribbean and the U.S. Newmont Gold
produced approximately 1.9 million equity ounces of gold in 1995 and
approximately 1.7 million equity ounces of gold during the first nine months of
1996.
Newmont Mining has its principal executive offices at 1700 Lincoln Street,
Denver, Colorado 80203, telephone number (303) 863-7414.
SANTA FE
The following information concerning Santa Fe is excerpted from the 1995
Santa Fe 10-K:
"[Santa Fe] is engaged in the mining and processing of gold ores and the
exploration and development of gold properties. It is one of the largest
gold mining enterprises in North America, as measured by reserves and gold
production, with a total of 17.9 million ounces of proven and probable gold
reserves as of December 31, 1995, and total 1995 gold production of 846,000
ounces. [Santa Fe's] Twin Creeks Mine, which [Santa Fe] estimates to be the
third largest primary
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gold mine in North America, and its Lone Tree Mine are located in northern
Nevada; its Mesquite Mine is located in southern California. [Santa Fe]
also explores and evaluates precious metals properties and prospects in the
U.S., elsewhere in North America, South America, Central Asia, West Africa
and the Southwestern Pacific region."
"[Santa Fe] was incorporated in the State of Delaware in 1983 and, until
1994, was a wholly owned subsidiary of Santa Fe Pacific Corporation ("SFP")
or its predecessor corporations. During 1994, [Santa Fe] completed an
initial public offering of 14.6% of its common stock . . . and on September
30, 1994, SFP distributed its remaining ownership in [Santa Fe] to SFP
shareholders."
Santa Fe has its principal executive offices at 6200 Uptown Boulevard NE,
Suite 400, Albuquerque, New Mexico 87110, telephone number (505) 880-5300.
RISK FACTORS
See "Risk Factors" beginning on page 16 for a discussion of certain factors
that should be considered by holders of Santa Fe Shares in deciding whether to
tender their Santa Fe Shares to Newmont Mining pursuant to the Offer.
BACKGROUND OF THE OFFER
On a number of occasions during 1996, Ronald C. Cambre, Chairman and Chief
Executive Officer of Newmont Mining, spoke with Patrick M. James, Chairman and
Chief Executive Officer of Santa Fe, concerning the desirability of a business
combination involving Santa Fe and Newmont Mining. On September 30, 1996, Mr.
James telephoned Mr. Cambre and arranged for an October 1, 1996 meeting.
October 1, 1996 was the first day after the two-year period Santa Fe had been
required to wait under applicable accounting rules before becoming eligible for
pooling of interests accounting treatment in connection with a business
combination transaction. At the October 1 meeting, Mr. James and David H.
Batchelder, another member of Santa Fe's Board of Directors, indicated that
there was sufficient interest on the part of Santa Fe's Board of Directors (the
"Santa Fe Board") regarding a possible business combination transaction with
Newmont Mining to warrant further discussions and asked Newmont Mining to
provide the Santa Fe Board with a potential indication of value, subject to due
diligence. Newmont Mining was advised that if the value indicated by Newmont
Mining was of sufficient interest, Santa Fe would be prepared to commence
mutual due diligence investigations. Mr. James and Mr. Batchelder further
indicated that while Santa Fe had specifically considered the possibility of
business combination transactions with other companies, a transaction with
Newmont Mining was the most sensible option for Santa Fe, and it was Santa Fe's
preference to engage in the merger process with only one potential acquisition
partner.
On October 9, 1996, Newmont Mining sent to Mr. James a letter outlining the
terms on which Newmont Mining would consider a merger transaction with Santa
Fe, including an exchange ratio ranging from 0.32 to 0.35 of a share of Newmont
Mining Common Stock for each Santa Fe Share, and identifying certain other
important elements of a possible transaction. Following Newmont Mining's
October 9 letter, representatives of the two companies were in frequent
contact, including at a meeting held on October 17 to discuss certain due
diligence issues. A due diligence investigation was begun by Newmont Mining and
Santa Fe which included a mutual exchange of information. On November 8 and 9,
1996, a lengthy due diligence meeting was held among representatives of each
company, at which meeting each company's management made detailed
presentations. At a dinner meeting held on November 8, attended by Messrs.
James, Batchelder, Cambre and Murdy, Mr. James and Mr. Batchelder requested
that Newmont Mining submit a formal proposal to the Santa Fe Board and they
agreed to send to Mr. Cambre a letter setting forth the items Santa Fe wanted
Newmont Mining to address in its proposal. In addition, Messrs. Cambre and
Murdy were informed for the first time that
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Santa Fe had received indications of interest from other possible bidders. Mr.
Batchelder, however, said that Santa Fe would not pursue these indications as
long as negotiations continued at the current pace with Newmont Mining. Newmont
Mining and Santa Fe also held discussions during this period concerning the
selection of management for the combined company.
On November 13, 1996, Santa Fe sent Newmont Mining a letter requesting
certain information which it expected Newmont Mining to address in its formal
proposal. On November 21, Newmont Mining provided the proposal, which included
an exchange ratio of 0.33 of a share of Newmont Mining Common Stock for each
Santa Fe Share. On November 23, Messrs. James and Batchelder telephoned Mr.
Cambre and Wayne W. Murdy, Executive Vice President and Chief Financial Officer
of Newmont Mining, to respond to Newmont Mining's November 21 proposal letter
and requested that Newmont Mining reconsider or clarify certain aspects of its
proposal, but did not request any increase in Newmont Mining's proposed 0.33
exchange ratio. On November 25, Newmont Mining sent Santa Fe a letter
responding to the November 23 telephone call. On November 27, 1996, Santa Fe
informed Newmont Mining that its proposal had been rejected. On December 5,
1996, Newmont Mining publicly announced a proposal to acquire Santa Fe at a
0.33 exchange ratio. On December 9, 1996, Santa Fe and Homestake announced that
they had entered into the Homestake Merger Agreement. On January 7, 1997,
Newmont Mining issued a press release disclosing the terms of the Offer and
sent a letter to the Santa Fe Board requesting that it take certain actions to
facilitate the Offer, including a request to Santa Fe to promptly enter into
negotiations with Newmont Mining so that Santa Fe could enter into a definitive
agreement with Newmont Mining providing for a merger in which the Santa Fe
stockholders would receive 0.40 of a share of Newmont Mining Common Stock for
each outstanding Santa Fe Share at the earliest possible time. In addition, on
such date, Newmont Mining filed with the Commission the Registration Statement
and preliminary proxy materials to solicit Santa Fe's stockholders to vote
against the Homestake Merger Agreement.
COMPARISON OF THE PROPOSALS
Stockholders of Santa Fe face a choice: which company, Newmont Mining or
Homestake, is in a better position to provide greater value in the short and
long term to Santa Fe stockholders? Which company's stock--Newmont Mining or
Homestake--is a better investment, and which company will do more to realize
the value of Santa Fe's assets?
There are two fundamental reasons why Santa Fe stockholders should prefer a
combination with Newmont Mining. First, the Newmont Mining transaction offers
significantly more current value. Second, the Newmont Mining transaction offers
far greater prospects for future growth and appreciation.
--Based on the closing prices of Newmont Mining Common Stock and Homestake
Common Stock on January 6, 1997, Newmont Mining's proposal was worth
$16.50 per Santa Fe Share, compared with Homestake's proposal which then
had a value of $14.63 per Santa Fe Share.
--The key to unlocking value in Santa Fe is to capitalize on its
underexplored Nevada land resources. Newmont Mining has decades of
extensive, highly successful exploration, development and production
experience in Nevada; Homestake has minimal experience.
--In terms of exploration, production, profitability and stock price
performance, Newmont Mining has historically outperformed Homestake.
For a detailed comparison of the Newmont Mining and Homestake proposals, see
"Background of the Offer--Comparison of the Proposals."
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<PAGE>
THE HOMESTAKE MERGER AGREEMENT
Santa Fe, Homestake and HMGLD Corp., a wholly owned subsidiary of Homestake
("HMGLD"), entered into an Agreement and Plan of Merger dated as of December 8,
1996 (the "Homestake Merger Agreement"), pursuant to which, upon the terms and
subject to the conditions contained therein, HMGLD is to be merged with and
into Santa Fe (the "Homestake Merger"), with Santa Fe being the surviving
corporation (the "Surviving Corporation") and thereby becoming a wholly owned
subsidiary of Homestake. Pursuant to the Homestake Merger Agreement, upon
consummation of the Homestake Merger, each Santa Fe Share would be converted
into the right to receive 1.115 shares of common stock, par value $1.00 per
share, of Homestake (the "Homestake Common Stock"), with a market value of
$14.63 based on the closing price of the Homestake Common Stock on January 6,
1997.
The Homestake Merger Agreement provides that, at the effective time of the
Homestake Merger, the Board of Directors of Homestake (the "Homestake Board")
will consist of (i) five individuals who were members of the Homestake Board
immediately prior to such time, (ii) five individuals who were members of the
Santa Fe Board immediately prior to such time and (iii) two other individuals
who will be chosen by the other ten individuals who were selected as directors
of Homestake pursuant to clauses (i) and (ii) above. The Homestake Merger
Agreement provides in addition that Patrick M. James, President and Chief
Executive Officer of Santa Fe, will be President and Chief Operating Officer of
Homestake and that Jack E. Thompson, President and Chief Executive Officer of
Homestake, will be Chairman of the Board and Chief Executive Officer of
Homestake. See "Background of the Offer--Homestake Merger Agreement--
Management; Board of Directors."
The Santa Fe Board may, under the terms of the Homestake Merger Agreement,
enter into an agreement with a third party providing for a merger or other
business combination (other than one resulting from a proposal solicited by
Santa Fe or otherwise breaching Santa Fe's covenant relating to no
solicitation) if it reasonably determines in good faith, after having consulted
with counsel and its financial advisors, that the failure to do so would create
a reasonable possibility of a breach by the members of the Santa Fe Board of
their fiduciary duties. In such event, the Homestake Merger Agreement provides
that Santa Fe has the right to terminate the Homestake Merger Agreement
provided it has paid Homestake a "break-up" fee of $65 million.
For a more detailed description of the Homestake Merger Agreement, see
"Background of the Offer--Homestake Merger Agreement."
On January 7, 1997, Newmont Mining filed preliminary proxy solicitation
materials with the Commission for use in soliciting proxies from Santa Fe
stockholders against approval of the Homestake Merger. THIS PROSPECTUS AND THE
OFFER MADE HEREBY DO NOT CONSTITUTE A SOLICITATION OF ANY PROXIES FROM SANTA
FE'S STOCKHOLDERS. ANY SUCH SOLICITATION WILL BE MADE ONLY PURSUANT TO SEPARATE
PROXY SOLICITATION MATERIALS COMPLYING WITH THE REQUIREMENTS OF SECTION 14(A)
OF THE EXCHANGE ACT.
THE OFFER
Newmont Mining hereby offers, upon the terms and subject to the conditions
set forth herein and in the related Letter of Transmittal, to exchange 0.40 of
a share of Newmont Mining Common Stock for each outstanding Santa Fe Share
validly tendered on or prior to the Expiration Date and not withdrawn. The term
"Expiration Date" shall mean 12:00 midnight, New York City time, on ,
1997, unless and until Newmont Mining extends the period of time for which the
Offer is open, in which event the term "Expiration Date" shall mean the latest
time and date at which the Offer, as so extended by Newmont Mining, shall
expire. See "The Offer--General."
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The purpose of the Offer is for Newmont Mining to acquire control of, and
ultimately the entire common equity interest in, Santa Fe. Newmont Mining
intends, as soon as practicable after consummation of the Offer, to seek to
have Santa Fe consummate the Newmont Mining/Santa Fe Merger with a subsidiary
of Newmont Mining in which each outstanding Santa Fe Share (except for Santa Fe
Shares held by Santa Fe, Newmont Mining or any of their respective
subsidiaries) would be converted into the right to receive 0.40 of a share of
Newmont Mining Common Stock (the "Newmont Mining/Santa Fe Merger"). See "The
Offer--Purpose of the Offer; the Newmont Mining/Santa Fe Merger."
Subject to the applicable rules and regulations of the Commission, Newmont
Mining expressly reserves the right, in its sole discretion, at any time or
from time to time, to delay acceptance for exchange or, regardless of whether
such Santa Fe Shares were theretofore accepted for exchange, exchange of any
Santa Fe Shares pursuant to the Offer or to amend or terminate the Offer and
not to accept for exchange or exchange any Santa Fe Shares not theretofore
accepted for exchange, or exchanged, upon the failure of any of the conditions
of the Offer to be satisfied. Newmont Mining reserves the absolute right to
waive any defect or irregularity in the tender of any securities. See "The
Offer--Conditions of the Offer." Waiver or amendment of certain conditions of
the Offer may require an extension of the Offer.
Stockholders will be required to tender one Santa Fe Right for each Santa Fe
Share tendered in order to effect a valid tender of Santa Fe Shares, unless the
Rights Plan Condition has been satisfied or waived. Unless the Santa Fe
Distribution Date occurs, a tender of Santa Fe Shares will constitute a tender
of the associated Santa Fe Rights.
CONDITIONS OF THE OFFER
Newmont Mining's obligation to exchange shares of Newmont Mining Common Stock
for Santa Fe Shares pursuant to the Offer is conditioned upon, among other
things, satisfaction of the following conditions:
(i) there being validly tendered prior to the expiration of the Offer and
not withdrawn a number of Santa Fe Shares which will constitute at least
90% of the total number of outstanding Santa Fe Shares on a fully diluted
basis (as though all options or other securities convertible into or
exercisable or exchangeable for Santa Fe Shares had been so converted,
exercised or exchanged) as of the date the Santa Fe Shares are accepted for
exchange by Newmont Mining pursuant to the Offer (the "Minimum Tender
Condition");
(ii) the Santa Fe Board having redeemed the Santa Fe Rights or Newmont
Mining being otherwise satisfied in its sole discretion that the Santa Fe
Rights will not be applicable to the acquisition of Santa Fe Shares
pursuant to the Offer and the Newmont Mining/Santa Fe Merger (the "Rights
Plan Condition");
(iii) the Santa Fe Board, pursuant to Section 203 of the Delaware General
Corporation Law, having approved the acquisition of Santa Fe Shares
pursuant to the Offer, or Newmont Mining being otherwise satisfied in its
sole discretion that the provisions of Section 203 restricting certain
business combinations are not applicable to the acquisition of Santa Fe
Shares pursuant to the Offer and the Newmont Mining/Santa Fe Merger (the
"DGCL 203 Condition");
(iv) the receipt by Newmont Mining of a letter from its independent
public accountants, Arthur Andersen LLP, stating that the Offer and the
Newmont Mining/Santa Fe Merger will qualify for treatment as a pooling of
interests under Opinion 16 of the Accounting Principles Board and the
applicable regulations of the Commission (the "Pooling Condition");
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(v) the stockholders of Santa Fe not having approved the Homestake Merger
Agreement or the Homestake Merger Agreement being otherwise terminated
pursuant to its terms (the "Homestake Merger Agreement Condition");
(vi) approval of the issuance of shares of Newmont Mining Common Stock
pursuant to the Offer and the Newmont Mining/Santa Fe Merger by the holders
of a majority of the shares of Newmont Mining Common Stock voted at a
meeting of such holders at which the total number of votes cast represents
over 50% of all shares of Newmont Mining Common Stock outstanding on the
applicable record date, and approval of an amendment to Newmont Mining's
Restated Certificate of Incorporation (the "Newmont Mining Certificate") to
increase the number of shares of Newmont Mining Common Stock authorized for
issuance to 225,000,000 by the holders of a majority of the shares of
Newmont Mining Common Stock outstanding on the applicable record date
(collectively the "Newmont Mining Stockholder Approval Condition"); and
(vii) the waiting period (and any extension thereof) applicable to the
Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), having terminated or expired (the "HSR
Condition").
The Offer is subject to certain other conditions. See "The Offer--Conditions
of the Offer."
Newmont Mining reserves the absolute right to waive any of the conditions to
the Offer (other than the Newmont Mining Stockholder Approval Condition, the
HSR Condition and the condition relating to effectiveness of the Registration
Statement).
TIMING OF THE OFFER
The Offer is scheduled to expire at 12:00 midnight, New York City time, on
, 1997. It is Newmont Mining's current intention to extend the Offer until
all conditions have been either satisfied or waived. See "The Offer--Extension,
Termination and Amendment."
Concurrently with the public announcement of the terms of the Offer, Newmont
Mining requested the Santa Fe Board to enter into immediate negotiations with
Newmont Mining with respect to the Offer and to terminate the Homestake Merger
Agreement in accordance with its terms, so that Santa Fe could enter into a
merger transaction with Newmont Mining in which Santa Fe's stockholders would
receive 0.40 of a share of Newmont Mining Common Stock in exchange for each
Santa Fe Share.
In connection with the Offer, Newmont Mining will commence a solicitation of
proxies from Santa Fe's stockholders against approval of the Homestake Merger
Agreement. If the Santa Fe Board proceeds to submit the Homestake Merger
Agreement to a vote of Santa Fe's stockholders and such stockholders do not
approve the Homestake Merger Agreement, Newmont Mining believes that the Santa
Fe Board should respect the vote of the Santa Fe stockholders and enter into a
merger with Newmont Mining on the terms described herein.
Newmont Mining intends to call a special meeting of its stockholders to be
held as soon as reasonably practicable after the effective date of the
Registration Statement for the purpose of obtaining the approvals necessary to
satisfy the Newmont Mining Stockholder Approval Condition.
EXTENSION, TERMINATION AND AMENDMENT
Newmont Mining expressly reserves the right, in its sole discretion, at any
time or from time to time, to extend the period of time during which the Offer
is to remain open by giving oral or written notice of such extension to the
Exchange Agent, which extension must be announced no later than
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<PAGE>
9:00 A.M., New York City time, on the next business day after the previously
scheduled Expiration Date. There can be no assurance that Newmont Mining will
exercise its right to extend the Offer. However, it is Newmont Mining's current
intention to extend the Offer until all conditions have been satisfied or
waived. See "The Offer--Extension, Termination and Amendment." During any such
extension, all Santa Fe Shares previously tendered and not withdrawn will
remain subject to the Offer, subject to the right of a tendering stockholder to
withdraw his Santa Fe Shares. See "The Offer--Withdrawal Rights."
EXCHANGE OF SANTA FE SHARES; DELIVERY OF NEWMONT MINING COMMON STOCK
Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension or
amendment), the acceptance for exchange and the exchange of all outstanding
Santa Fe Shares validly tendered and not withdrawn will be made promptly after
the Expiration Date. See "The Offer--Exchange of Santa Fe Shares; Delivery of
Newmont Mining Common Stock."
WITHDRAWAL RIGHTS
Tenders of Santa Fe Shares made pursuant to the Offer are irrevocable, except
that Santa Fe Shares tendered pursuant to the Offer may be withdrawn at any
time prior to the Expiration Date and, unless theretofore accepted for exchange
by Newmont Mining pursuant to the Offer, may also be withdrawn at any time
after , 1997. See "The Offer--Withdrawal Rights."
PROCEDURE FOR TENDERING
For a Santa Fe stockholder to validly tender Santa Fe Shares pursuant to the
Offer, (i) a properly completed and duly executed Letter of Transmittal (or
manually executed facsimile thereof), together with any required signature
guarantees, or an Agent's Message (as hereinafter defined) in connection with a
book-entry transfer, and any other required documents, must be transmitted to
and received by the Exchange Agent at one of its addresses set forth on the
back cover of this Prospectus and certificates for tendered Santa Fe Shares
must be received by the Exchange Agent at such address or such Santa Fe Shares
must be tendered pursuant to the procedures for book-entry tender set forth
under "The Offer--Procedure for Tendering" (and a confirmation of receipt of
such tender received), in each case prior to the Expiration Date, or (ii) such
stockholder must comply with the guaranteed delivery procedures set forth under
"The Offer--Procedure for Tendering" prior to the Expiration Date. As noted
above, stockholders will be required to tender one Santa Fe Right for each
Santa Fe Share tendered in order to effect a valid tender of Santa Fe Shares,
unless the Rights Plan Condition has been satisfied or waived. Unless the Santa
Fe Distribution Date occurs, a tender of Santa Fe Shares will constitute a
tender of the associated Santa Fe Rights.
THE METHOD OF DELIVERY OF SANTA FE SHARE CERTIFICATES AND ALL OTHER REQUIRED
DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT
THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND DELIVERY WILL BE DEEMED
MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
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CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
In the opinion of White & Case and Wachtell, Lipton, Rosen & Katz, counsel to
Newmont Mining, exchanges of Santa Fe Shares for Newmont Mining Common Stock
pursuant to the Offer and the Newmont Mining/Santa Fe Merger will be treated
for U.S. Federal income tax purposes as exchanges pursuant to a plan of
reorganization within the meaning of Section 368(a) of the Internal Revenue
Code of 1986, as amended (the "Code"). Consequently, no gain or loss will be
recognized by U.S. Holders (as defined under "The Offer--Certain U.S. Federal
Income Tax Consequences") of Santa Fe Shares upon such exchanges, except with
respect to a U.S. Holder who receives cash in lieu of fractional shares of
Newmont Mining Common Stock or surrenders Santa Fe Rights that have become
exercisable.
A non-U.S. Holder of Santa Fe Shares that has held more than 5% of the
outstanding Santa Fe Shares at some time during the five-year period ending on
the date when such non-U.S. Holder exchanges the Santa Fe Shares in the Offer
or the Newmont Mining/Santa Fe Merger may be subject to tax under the Foreign
Investment in Real Property Tax Act ("FIRPTA") provisions of the Code and the
Treasury Regulations promulgated thereunder unless certain certification and
filing requirements are satisfied.
All stockholders should read carefully the discussion of the material U.S.
Federal income tax consequences of the Offer and the Newmont Mining/Santa Fe
Merger under "The Offer--Certain U.S. Federal Income Tax Consequences" and are
urged to consult with their own advisors as to the federal, state, local and
foreign tax consequences in their particular circumstances.
EFFECT OF OFFER ON MARKET FOR SANTA FE SHARES
The exchange of Santa Fe Shares pursuant to the Offer will reduce the number
of holders of Santa Fe Shares and the number of Santa Fe Shares that might
otherwise trade publicly and could adversely affect the liquidity and market
value of the remaining Santa Fe Shares held by the public.
The Santa Fe Shares are listed on the NYSE and the CSE. Depending on the
number of Santa Fe Shares acquired pursuant to the Offer, following
consummation of the Offer, the Santa Fe Shares may no longer meet the
requirements of such exchanges for continued listing, and the Santa Fe Shares
may no longer constitute "margin securities" for purposes of the Federal
Reserve Board's margin regulations, in which event the Santa Fe Shares could no
longer be used as collateral for margin loans made by brokers. See "The Offer--
Effect of Offer on Market for Santa Fe Shares; Registration under the Exchange
Act."
PURPOSE OF THE OFFER; THE NEWMONT MINING/SANTA FE MERGER; THE NEWMONT GOLD
MERGER
The purpose of the Offer is for Newmont Mining to acquire control of, and
ultimately the entire common equity interest in, Santa Fe. Newmont Mining
intends, as soon as practicable after consummation of the Offer, to seek to
have Santa Fe consummate the Newmont Mining/Santa Fe Merger. Upon consummation
of the Offer, Newmont Mining intends to take appropriate actions to optimize
and rationalize the combined entities' assets, operations, exploration
activities, management, personnel, general and administrative functions and
corporate structure. See "The Offer--Purpose of the Offer; the Newmont
Mining/Santa Fe Merger." Upon consummation of the Offer, Newmont Mining may
also elect or seek the election of nominees of its choice to the Santa Fe
Board.
Newmont Mining has been considering various approaches to simplify its
corporate structure. To achieve this objective, Newmont Mining and Newmont Gold
are considering entering into a merger
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transaction simultaneously with the consummation of the Newmont Mining/Santa Fe
Merger. In such transaction, Newmont Gold would become a wholly owned
subsidiary of Newmont Mining and the outstanding shares of common stock of
Newmont Gold (other than those held by Newmont Mining) would be converted into
shares of Newmont Mining Common Stock (such merger transaction, as more fully
described under "The Offer--Purpose of the Offer; the Newmont Mining/Santa Fe
Merger," is hereinafter referred to as the "Newmont Gold Merger").
Alternatively, Newmont Mining and Newmont Gold may defer the Newmont Gold
Merger. In such event, simultaneously with the consummation of the Offer and
the Newmont Mining/Santa Fe Merger, Newmont Mining would contribute to Newmont
Gold the Santa Fe Shares acquired by Newmont Mining in the Offer and Newmont
Mining/Santa Fe Merger (such contribution, as more fully described under "The
Offer--Purpose of the Offer; the Newmont Mining/Santa Fe Merger," is
hereinafter referred to as the "Contribution Transaction").
For a description of the proposed treatment of Santa Fe Shares in the Newmont
Mining/Santa Fe Merger, see "The Offer--Purpose of the Offer; the Newmont
Mining/Santa Fe Merger."
DESCRIPTION OF NEWMONT MINING CAPITAL STOCK
The authorized capital of Newmont Mining consists of 5,000,000 shares of
preferred stock, par value $5.00 per share, issuable in series, of which, as of
January 3, 1997, 240,000 shares of Series A Junior Participating Convertible
Preferred Stock, par value $5.00 per share (the "Junior Preferred Shares"),
were reserved for issuance, and 120,000,000 shares of Newmont Mining Common
Stock of which, as of January 3, 1997, 99,522,308 were issued and outstanding.
In connection with the Offer, Newmont Mining intends to submit to its
stockholders for their approval an amendment to the Newmont Mining Certificate
that would increase the number of shares of authorized Newmont Mining Common
Stock to 225,000,000. See "The Offer--Timing of the Offer."
Each outstanding share of Newmont Mining Common Stock carries with it one
Equal Value Right and one Newmont Mining Right. See "Description of Newmont
Mining Capital Stock--Description of Newmont Mining Common Stock."
For additional information concerning the capital stock of Newmont Mining,
see "Description of Newmont Mining Capital Stock."
THE EXCHANGE AGENT
has been appointed exchange agent (the "Exchange Agent")
in connection with the Offer. The Letter of Transmittal (or facsimile copies
thereof) and certificates for Santa Fe Shares should be sent by each tendering
stockholder of Santa Fe Shares or his broker, dealer, bank or other nominee to
the Exchange Agent at the addresses set forth on the back cover of this
Prospectus.
REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES
Requests for information or assistance concerning the Offer may be directed
to the Dealer Manager or the Information Agent at their addresses set forth on
the back cover of this Prospectus. Requests for additional copies of this
Prospectus and the Letter of Transmittal should be directed to the Information
Agent.
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SELECTED CONSOLIDATED FINANCIAL DATA OF NEWMONT MINING
The selected consolidated financial data of Newmont Mining set forth below
have been derived from the audited consolidated financial statements of Newmont
Mining for each of the years in the five-year period ended December 31, 1995
and the unaudited consolidated financial statements of Newmont Mining for the
nine-month periods ended September 30, 1996 and 1995. The selected consolidated
financial data set forth below should be read in conjunction with and are
qualified in their entirety by the financial statements and accompanying notes
contained in the 1995 Newmont Mining 10-K and Newmont Mining's Quarterly Report
on Form 10-Q for the period ended September 30, 1996, which are incorporated by
reference herein. See "Incorporation of Certain Information by Reference."
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------------------ ----------------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
---------- ---------- ---------- ---------- ---------- ---------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Sales.................. $ 561,959 $ 451,849 $ 636,219 $ 597,370 $ 628,809 $ 605,897 $616,818
========== ========== ========== ========== ========== ========== ========
Income before
cumulative effects of
changes in accounting
principles............ $ 65,598 $ 108,645(1) $ 112,634(2) $ 76,121(3) $ 94,669(4) $ 90,621 $ 94,278(5)
Cumulative effects of
changes in accounting
principles after tax.. -- -- -- -- 38,470 (11,572) --
---------- ---------- ---------- ---------- ---------- ---------- --------
Net income............. $ 65,598 $ 108,645 $ 112,634 $ 76,121 $ 133,139 $ 79,049 $ 94,278
========== ========== ========== ========== ========== ========== ========
Income per common
share:
Before cumulative
effects of changes in
accounting
principles........... $ 0.66 $ 1.12(1) $ 1.17(2) $ 0.70(3) $ 0.92(4) $ 1.04 $ 1.11(5)
Cumulative effects of
changes in accounting
principles........... -- -- -- -- 0.45 (0.14) --
---------- ---------- ---------- ---------- ---------- ---------- --------
Net income............ $ 0.66 $ 1.12 $ 1.17 $ 0.70 $ 1.37 $ 0.90 $ 1.11
========== ========== ========== ========== ========== ========== ========
Dividends declared per
common share.......... $ 0.36 $ 0.36 $ 0.48 $ 0.48 $ 0.48 $ 0.48 $ 0.48
========== ========== ========== ========== ========== ========== ========
BALANCE SHEET DATA
(AT PERIOD END)
Total assets........... $2,079,619 $1,780,065 $1,773,770 $1,656,657 $1,186,410 $1,236,304 $841,049
Long-term debt,
including current
portion............... $ 604,259 $ 608,634 $ 608,634 $ 593,634(6) $ 192,000 $ 265,689 $224,395
Stockholders' equity... $1,020,187(7) $ 744,062 $ 742,947 $ 673,465 $ 629,832 $ 528,565(8) $201,448
OPERATING DATA FOR
NEWMONT GOLD (OUNCES)
Equity gold
production............ 1,666 1,328 1,863 1,671 1,705 1,599 1,577
Equity reserves........ N/A N/A 28,782 26,106 25,977 23,755 20,116
</TABLE>
- --------
(/1/) Includes an after-tax gain of $72 million, or $0.75 per share, from the
sale of Newmont Gold's interest in Southern Peru Copper Corporation and
an after-tax charge of $12.2 million, or $0.13 per share, for the write-
off of an investment in an exploration property.
(/2/) Includes an after-tax gain of $72 million, or $0.74 per share, from the
sale of Newmont Gold's interest in Southern Peru Copper Corporation and
an after-tax charge of $34.1 million, or $0.35 per share, for the write-
off of investments in exploration properties.
(footnotes continued on following page)
10
<PAGE>
(footnotes continued from prior page)
(/3/) Includes an after-tax charge of $23.5 million, or $0.24 per share, related
to provisions for estimated environmental liabilities, and an income tax
benefit of $16.2 million, or $0.17 per share, resulting from the
resolution of certain tax issues associated with prior years.
(/4/) Includes an after-tax gain of $19.3 million, or $0.22 per share, on the
sale of an investment in Newcrest Mining Limited.
(/5/) Includes an after-tax gain of $22.0 million, or $0.26 per share, related
to the disposal of an investment in E.I. du Pont de Nemours and Company,
and an after-tax charge of $28.7 million, or $0.34 per share, related to
provisions for estimated environmental liabilities.
(/6/) Increase from 1993 reflects sale-leaseback financing of $349.1 million for
a refractory ore treatment plant in Carlin and $52.5 million of project
financing for the construction of a processing plant in Uzbekistan.
(/7/) Includes the effect of the issuance of 4.65 million shares of Newmont
Mining Common Stock at $51.87 per share in January 1996.
(/8/) Includes the effect of the issuance of 2.875 million shares of $5.50
convertible preferred stock which were redeemed in 1995.
(/9/) Also includes production and reserves attributable to properties owned by
Newmont Mining that were subsequently transferred to Newmont Gold.
11
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA OF SANTA FE
The following is a summary of selected consolidated financial data of Santa
Fe for each of the years in the five-year period ended December 31, 1995 and
the nine-month periods ended September 30, 1996 and 1995. This information is
derived from the selected audited financial data of Santa Fe contained in Item
6 of the 1995 Santa Fe 10-K and from the unaudited financial statements of
Santa Fe contained in Santa Fe's Quarterly Report on Form 10-Q for the period
ended September 30, 1996, which are incorporated by reference herein (except
for the report of Santa Fe's independent accountants contained in the 1995
Santa Fe 10-K which is not incorporated herein by reference because the consent
of Santa Fe's independent accountants has not yet been obtained), and from
Santa Fe's Quarterly Report on Form 10-Q for the period ended September 30,
1995. See "Available Information" and "Incorporation of Certain Information by
Reference." The summary should be read in conjunction with and is qualified in
its entirety by reference to such financial statements and notes thereto.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------------- -------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
---------- -------- ---------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Total operating
revenue(1)............. $ 241,925 $258,064 $ 350,374 $375,604 $233,688 $118,653 $ 69,492
Income from continuing
operations (net of
income taxes).......... $ 15,574 $ 32,269 $ 39,812 $ 56,701 $ 27,668 $ 14,678 $ 4,053
Income from continuing
operations per
share(2)............... $ 0.12 $ 0.25 $ 0.30 $ 0.46 $ 0.25 $ 0.13 $ 0.04
Dividends declared per
common share........... $ 0.05 $ 0.05 $ 0.05 N/A(3) N/A(3) N/A(3) N/A(3)
BALANCE SHEET DATA
(AT PERIOD END)
Total assets............ $1,228,593 $993,822 $1,018,168 $857,639 $832,552 $476,344 $563,550
Gold loans.............. -- -- -- -- $149,296 $162,204 $183,189
Long-term debt,
including current
portion(4)............. $ 394,866 $199,856 $ 199,861 $ 90,000 $200,000 $144,420 $142,394
Stockholders'
equity(5).............. $ 564,475 $547,428 $ 555,057 $521,505 $228,129 $ 75,799 $164,953
PRODUCTION DATA (OUNCES)
Gold production(1)...... 594 632 846 936 611 296 179
Reserves................ N/A N/A 17,870 15,363 14,121 6,391 5,781
</TABLE>
- --------
(/1/)Reflects commencement of operations at the Lone Tree Mine in August 1991;
acquisition of the Chimney Creek Mine and the Mesquite Mine in an asset
exchange as of June 25, 1993; and commencement of refractory ore
processing at the Lone Tree Mine in February 1994.
(/2/)Per share data for the years 1991 through 1993 is based on 112.2 million
shares, which represented shares previously owned by SFP, after giving
effect to a 1.122 million-for-1 stock split, which was declared on
February 22, 1994.
(/3/)Until June 1994, Santa Fe was a wholly owned subsidiary of SFP. No
dividends were paid to public shareholders until 1995. See "Businesses of
Newmont Mining and Santa Fe--Santa Fe."
(/4/)In 1994, project financings were repaid and long-term debt was reduced
with a portion of net proceeds from the initial public offering. Increase
in long-term debt in 1993 is primarily attributable to borrowings to
finance the Lone Tree Mine sulfide expansion project. In July 1995, Santa
Fe issued $200 million of 8.375% senior debentures, from which a portion
of the proceeds were used to repay bank credit facility debt.
(/5/)Decrease in 1992 is primarily attributable to a dividend to SFP of $116.7
million of intercompany notes receivable; increase in 1993, to the $117.2
million after-tax, noncash gain relating to an asset exchange; and
increase in 1994, to net proceeds received from the initial public
offering.
12
<PAGE>
SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL DATA
The following table sets forth certain selected pro forma combined financial
data for Newmont Mining and Santa Fe. The pro forma amounts included in the
table below assume consummation of the Offer, the Newmont Mining/Santa Fe
Merger and the Newmont Gold Merger and are based on the pooling of interests
method of accounting and the assumptions described under "Newmont Mining and
Santa Fe Pro Forma Combined Financial Information." Such information should be
read in conjunction with and is qualified in its entirety by the pro forma
combined financial statements and accompanying discussion and notes set forth
under "Newmont Mining and Santa Fe Pro Forma Combined Financial Information."
The pro forma amounts in the table below are presented for informational
purposes and are not necessarily indicative of the financial position or the
results of operations of the combined company that would have actually occurred
had the Offer, the Newmont Mining/Santa Fe Merger and the Newmont Gold Merger
been consummated as of the dates or for the periods presented. The pro forma
amounts are also not necessarily indicative of the future financial position or
future results of operations of the combined company. Upon consummation of the
Offer, the Newmont Mining/Santa Fe Merger and the Newmont Gold Merger, the
actual financial position and results of operations of the combined company
will differ, perhaps significantly, from the pro forma amounts reflected herein
due to a variety of factors, including changes in operating results between the
dates of the pro forma financial information and the dates on which the Offer,
the Newmont Mining/Santa Fe Merger and the Newmont Gold Merger are consummated
and thereafter, as well as the factors discussed under "Risk Factors." In
addition, Newmont Mining expects to achieve significant cost savings as a
result of the Newmont Mining/Santa Fe Merger. See "Background of the Offer--
Comparison of the Proposals." No adjustments have been included in the pro
forma amounts set forth below for anticipated cost savings.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
PRO FORMA COMBINED INCOME ------------------ -------------------------------
STATEMENT DATA 1996 1995 1995 1994 1993
------------------------- -------- --------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Sales....................... $800,212 $ 706,534 $981,640 $967,545 $857,553
Income from continuing
operations before
cumulative effect of change
in accounting principle.... $ 82,606 $ 146,868 $156,757 $136,503 $129,535
Income per common share..... $ 0.51 $ 0.90 $ 0.97(/2/) $ 0.83 $ 0.81
Dividends declared per
common share(/1/).......... $ 0.36 $ 0.36 $ 0.48 $ 0.48 $ 0.48
</TABLE>
<TABLE>
<CAPTION>
PRO FORMA COMBINED BALANCE SHEET DATA AT SEPTEMBER 30, 1996
- ------------------------------------- ---------------------
<S> <C>
Total assets.............................................. $3,208,497
Long-term debt, including current portion................. $ 999,125
Stockholders' equity...................................... $1,665,364
</TABLE>
- --------
(/1/)Represents historical dividends per share of Newmont Mining Common Stock.
For a discussion of Newmont Mining's current and future dividend policy,
see "Market Prices and Dividends--Newmont Mining."
(/2/)Newmont Mining expects that the combined entity can achieve approximately
$50 million of expense savings on an annualized basis which has not been
reflected in the pro forma amounts. See "Background of the Offer--
Comparison of the Proposals." If such savings were assumed to be achieved
in 1995, this would increase pro forma net income by approximately $32.5
million, or approximately $0.22 per share.
13
<PAGE>
COMPARISON OF CERTAIN UNAUDITED PER SHARE DATA
The following table sets forth certain historical, pro forma combined and pro
forma equivalent per share financial information for the common stock of
Newmont Mining and of Santa Fe. The pro forma amounts included in the table
assume consummation of the Offer, the Newmont Mining/Santa Fe Merger and the
Newmont Gold Merger and are based on the pooling method of accounting and the
assumptions described under "Newmont Mining and Santa Fe Pro Forma Combined
Financial Information." Such information should be read in conjunction with and
is qualified in its entirety by the consolidated financial statements and
accompanying notes of Newmont Mining and Santa Fe incorporated herein by
reference as described under "Incorporation of Certain Information by
Reference" (except for the report of Santa Fe's independent accountants
contained in the 1995 Santa Fe 10-K which is not incorporated herein by
reference because the consent of Santa Fe's independent accountants has not yet
been obtained). See "Available Information." See the pro forma combined
financial statements and accompanying discussion and notes set forth under
"Newmont Mining and Santa Fe Pro Forma Combined Financial Information." The pro
forma amounts in the table below are presented for informational purposes and
are not necessarily indicative of the financial position or the results of
operations of the combined company that would have actually occurred had the
Offer, the Newmont Mining/Santa Fe Merger and the Newmont Gold Merger been
consummated as of the dates or for the periods presented. The pro forma amounts
also are not necessarily indicative of the future financial position or future
results of operations of the combined company. Upon consummation of the Offer,
the Newmont Mining/Santa Fe Merger and the Newmont Gold Merger, the actual
financial position and results of operations of the combined company will
differ, perhaps significantly, from the pro forma amounts reflected herein due
to a variety of factors, including changes in operating results between the
dates of the pro forma financial information and the dates on which the Offer,
the Newmont Mining/Santa Fe Merger and the Newmont Gold Merger are consummated
and thereafter, as well as the factors discussed under "Risk Factors." In
addition, Newmont Mining expects to achieve significant cost savings as a
result of the Newmont Mining/Santa Fe Merger. See "Background of the Offer--
Comparison of the Proposals." No adjustments have been included in the pro
forma amounts for anticipated cost savings.
14
<PAGE>
COMPARISON OF EARNINGS, DIVIDENDS AND BOOK VALUE PER SHARE OF COMMON STOCK
<TABLE>
<CAPTION>
PRO FORMA EARNINGS
GIVING EFFECT
TO THE NEWMONT MINING/ DIVIDEND
SANTA FE MERGER EQUIVALENT TO
PER SHARE PER SHARE AND THE NEWMONT GOLD MERGER CASH DIVIDEND
NEWMONT MINING SANTA FE --------------------------------- PAID ON
COMMON COMMON PER SHARE OF PER 0.40 SHARE OF 0.40 SHARE OF
STOCK STOCK NEWMONT MINING NEWMONT MINING NEWMONT MINING
YEAR ENDED --------------------- --------------------- COMMON COMMON COMMON
DECEMBER 31, EARNINGS(1) DIVIDENDS EARNINGS(1) DIVIDENDS STOCK STOCK(2) STOCK(3)
- ------------------------ ----------- --------- ----------- --------- -------------- ----------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
1995.................... $1.17 $0.48 $0.30 $0.05 $0.97(/4/) $0.39(/4/) $0.19
1994.................... $0.70 $0.48 $0.46 N/A(/5/) $0.83 $0.33 $0.19
1993.................... $0.92 $0.48 $0.25 N/A(/5/) $0.81 $0.32 $0.19
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30,
- ------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1996.................... $0.66 $0.36 $0.12 $0.05 $0.51 $0.20 $0.14
1995.................... $1.12 $0.36 $0.25 $0.05 $0.90 $0.36 $0.14
</TABLE>
<TABLE>
<CAPTION>
PRO FORMA BOOK VALUE
GIVING EFFECT
TO THE NEWMONT MINING/
SANTA FE MERGER
AND THE NEWMONT GOLD MERGER
--------------------------------
PER SHARE PER 0.40 SHARE OF
NEWMONT MINING NEWMONT MINING
COMMON COMMON
NEWMONT MINING SANTA FE STOCK(6) STOCK(2)
-------------- -------- -------------- -----------------
<S> <C> <C> <C> <C>
Book value per share at
September 30, 1996..... $10.25 $4.29 $10.25 $4.10
</TABLE>
- --------
(/1/) Represents income from continuing operations before cumulative effect of
change in accounting principles.
(/2/) Amounts are calculated by multiplying Newmont Mining's pro forma combined
amounts by the exchange ratio of 0.40.
(/3/) Amounts represent historical Newmont Mining dividends per common share
multiplied by the exchange ratio of 0.40. For a discussion of Newmont
Mining's current and future dividend policy, see "Market Prices and
Dividends--Newmont Mining."
(/4/) Newmont Mining expects that the combined entity can achieve approximately
$50 million of expense savings on an annualized basis which has not been
reflected in the pro forma amounts. If such savings are assumed to be
achieved in 1995, this would increase pro forma earnings per share of
Newmont Mining Common Stock by approximately $0.22 and per 0.40 share of
Newmont Mining Common Stock by approximately $0.09.
(/5/) Until June 1994, Santa Fe was a wholly owned subsidiary of SFP. See
"Businesses of Newmont Mining and Santa Fe--Santa Fe."
(/6/) Amount is calculated by dividing total pro forma common stockholder's
equity by the pro forma total outstanding shares of Newmont Mining Common
Stock after the Newmont Mining/Santa Fe Merger and the Newmont Gold Merger
based upon the number of shares of Newmont Mining Common Stock and Santa
Fe Shares outstanding at September 30, 1996.
15
<PAGE>
RISK FACTORS
Stockholders of Santa Fe, in deciding whether to tender Santa Fe Shares to
Newmont Mining pursuant to the Offer, should read carefully this Prospectus
and the documents incorporated by reference herein and should carefully
consider the following factors, in addition to the other information contained
in this Prospectus or incorporated by reference herein.
GOLD PRICE VOLATILITY
Newmont Mining's sole asset is an approximately 91% interest in Newmont
Gold, a worldwide company engaged in gold production, exploration for gold and
acquisition of gold properties. Santa Fe also is engaged in the mining and
processing of gold ores and the exploration and development of gold
properties. The profitability of the current operations of each of Newmont
Mining and Santa Fe is significantly affected by changes in the market price
of gold. Market gold prices can fluctuate widely and are affected by numerous
factors beyond Newmont Mining's or Santa Fe's control, including industrial
and jewelry demand, expectations with respect to the rate of inflation, the
strength of the U.S. dollar (the currency in which the price of gold is
generally quoted) and of other currencies, interest rates, central bank sales,
forward sales by producers, global or regional political or economic events,
and production and cost levels in major gold-producing regions such as South
Africa. In addition, the price of gold sometimes is subject to rapid short-
term changes because of speculative activities. The current demand for and
supply of gold affect gold prices, but not necessarily in the same manner as
current supply and demand affect the prices of other commodities. The supply
of gold consists of a combination of new production from mining and existing
stocks of bullion and fabricated gold held by governments, public and private
financial institutions, industrial organizations and private individuals. As
the amounts produced in any single year constitute a very small portion of the
total potential supply of gold, normal variations in current production do not
necessarily have a significant impact on the supply of gold or on its price.
If revenue from gold sales falls for a substantial period below the cost of
production of Newmont Mining or Santa Fe at any or all of its respective
operations, Newmont Mining or Santa Fe, as the case may be, could determine
that it is not economically feasible to continue commercial production at any
or all of its operations or to continue the development of some or all of its
projects. Newmont Gold's weighted average cash cost of equity production
(which is equivalent to the weighted average costs applicable to sales per
ounce of equity production) for its worldwide operations was $220 per ounce of
gold sold for the quarter ended September 30, 1996, $210 per ounce of gold
sold in 1995, $202 in 1994 and $197 in 1993. According to the 1995 Santa Fe
10-K, Santa Fe's cash costs of production per ounce were $197 in 1995, $184 in
1994 and $167 in 1993. According to Santa Fe's 10-Q for the quarter ended
September 30, 1996, for the first nine months of 1996, such costs were $223.
The gold market generally is characterized by volatile prices. The
volatility of gold prices is illustrated in the following table of annual
high, low and average afternoon fixing prices of gold per ounce on the London
Bullion Market:
<TABLE>
<CAPTION>
YEAR HIGH LOW AVERAGE
---- ---- ---- -------
<S> <C> <C> <C>
1987.................................................. $500 $390 $446
1988.................................................. $484 $395 $437
1989.................................................. $416 $356 $381
1990.................................................. $424 $346 $383
1991.................................................. $403 $344 $362
1992.................................................. $360 $330 $344
1993.................................................. $406 $326 $360
1994.................................................. $395 $378 $384
1995.................................................. $396 $372 $384
1996.................................................. $415 $367 $388
1997 (through January 6, 1997)........................ $366 $359 $363
</TABLE>
Source of Data: Metals Week and Reuters.
16
<PAGE>
On January 6, 1997, the afternoon fixing price for gold on the London
Bullion Market was $359 per ounce and the spot market price of gold per ounce
on the New York Commodity Exchange was $358.
HEDGING ACTIVITIES
Hedging activities are intended to minimize the effect of declines in gold
prices on results of operations for a period of time. Although hedging
activities may protect a company against low gold prices, it may also limit
the price that can be received on hedged ounces, subject to forward sales and
call options, resulting in such company foregoing the realization of revenues
to the extent the market price of gold exceeds the gold price in a forward
sale or call option contract.
Newmont Mining did not hedge any of its production in 1995. However, Newmont
Mining entered into hedging transactions beginning in January 1996 and
continuing through December 2000 for production from its Minahasa project in
Indonesia. These transactions consist of forward sales of 125,000 ounces per
year at an average price of $454 per ounce of gold, plus 40% of the amount by
which the market price exceeds the forward sales price. According to Santa
Fe's Quarterly Report on Form 10-Q for the period ended September 30, 1996,
Santa Fe had spot deferred contracts totalling 1,901,524 ounces of gold at a
weighted average price of $414 per ounce of gold. Santa Fe also had written
call options outstanding on 175,000 ounces for 1996 and 400,000 ounces for
1997 at weighted average prices of $428 and $464 per ounce, respectively, as
well as purchased put options outstanding on 225,000 ounces for 1996 and
1,200,000 ounces for 1997 at a weighted average price of $375 per ounce of
gold. The call options for 1996 expire at rates of between 55,000 and 60,000
ounces per month and the put options for 1996 expire at a rate of 75,000
ounces per month, respectively. The call options and put options for 1997
expire at the rates of approximately 33,333 and 100,000 ounces per month,
respectively.
ORE RESERVE ESTIMATES
The proven and probable ore reserve figures presented in the 1995 Newmont
Mining 10-K and the 1995 Santa Fe 10-K, each of which is incorporated in this
Prospectus by reference, and included on a combined basis herein under
"Newmont Mining and Santa Fe Pro Forma Net Proven and Probable Reserves" are
estimates, and no assurance can be given that the indicated level of recovery
of gold will be realized. Reserve estimates may require revision based on
actual production experience. Market price fluctuations of gold, as well as
increased production costs or reduced recovery rates, may render proven and
probable ore reserves containing relatively lower grades of mineralization
uneconomic to exploit and may ultimately result in a restatement of the
relevant company's proven and probable ore reserves.
The gold price used in estimating Newmont Gold's proven and probable ore
reserves as of December 31, 1995 was $400 per ounce. Newmont Gold believes
that if its reserve estimates were to be based on a gold price as low as $300
per ounce with current operating costs, 1995 year-end reserves would decrease
by approximately 15%. According to the 1995 Santa Fe 10-K, the gold price used
in estimating Santa Fe's proven and probable reserves as of December 31, 1995
was $400 per ounce. Furthermore, according to the 1995 Santa Fe 10-K, Santa Fe
believes that if its reserve estimates were based on a gold price of $350 per
ounce, with current operating costs, reserves as of December 31, 1995 would
decrease by approximately 13%.
REGULATION AND ENVIRONMENTAL MATTERS
Domestic and foreign mining operations and exploration activities are
subject to extensive laws and regulations governing prospecting, developing,
production, exports, taxes, labor standards, occupational health, waste
disposal, protection and remediation of the environment, protection of
endangered and protected species, mine safety, toxic substances and other
matters. Mining is subject to potential risks and liabilities associated with
pollution of the environment and the disposal of waste
17
<PAGE>
products occurring as a result of mineral exploration and production. Newmont
Gold has been, and Newmont Gold and Santa Fe may in the future be subject to
clean-up liability under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 and comparable state laws which
establish clean-up liability for the release of hazardous substances. Newmont
Mining has interests in certain sites associated with former mining activities
for which clean-up liabilities exist. For two of these sites, no formal plans
for clean-up have been approved by governmental authorities. Although Newmont
Gold believes it has made adequate provisions in its financial statements for
clean-up costs, it cannot guarantee that such provisions will be adequate. The
estimate of such costs are periodically reviewed by Newmont Gold's management
and adjustments to the liability for such costs are made when new information
so dictates. In the context of environmental permitting, including the
approval of reclamation plans, Newmont Gold and Santa Fe must comply with
standards, existing laws and regulations which may entail greater or lesser
costs and delays depending on the nature of the activity to be permitted and
how stringently the regulations are implemented by the permitting authority.
It is possible that the costs and delays associated with the compliance with
such laws, regulations and permits could become such that Newmont Gold or
Santa Fe would not proceed with the development of a project or the operation
or further development of a mine.
In recent years, the U.S. Congress has considered a number of proposed
amendments to the General Mining Law of 1872, as amended (the "General Mining
Law"), which governs mining claims and related activities on federal lands.
Although no such legislation has been adopted to date, there can be no
assurances that such legislation will not be adopted in the future. If ever
adopted, such legislation, could, among other things, impose royalties on gold
production from currently unpatented mining claims located on federal lands.
In addition, in 1992, a holding fee of $100 per claim was imposed upon
unpatented mining claims located on federal lands. In October 1994, a
moratorium on the processing of new patent applications was approved. While
such moratorium currently remains in effect, its future is unclear.
Only approximately 7% of Newmont Gold's proven and probable ore reserves in
the U.S. are located on unpatented mining claims, the remainder being located
on private land. In contrast, according to the Santa Fe's 1995 10-K, as of
December 31, 1995, approximately 53% of Santa Fe's reserves were located on
unpatented mining claims on federal lands.
Amendments to current laws and regulations governing operations and
activities of mining companies or more stringent implementation thereof are
actively considered from time to time and could have a material adverse impact
on Newmont Mining and/or Santa Fe.
RISKS OF FOREIGN INVESTMENTS
Certain of Newmont Mining's projects are located in foreign countries.
Newmont Mining's foreign investments include operations and exploration
projects in Peru, Indonesia and Uzbekistan. Newmont Mining also has
exploration projects in Ecuador, the Caribbean and certain countries in East
and Southeast Asia. Santa Fe also has investments in foreign countries. Santa
Fe's foreign investments include exploration projects in Brazil, Chile,
Kazakstan, the Kyrgyz Republic, Ghana and Burkina Faso.
Foreign mining investments are subject to the risks normally associated with
conducting business in foreign countries, including labor disputes and
uncertain political and economic environments, as well as risks of war and
civil disturbances or other risks which may limit or disrupt the projects,
restrict the movement of funds or result in the deprivation of contract rights
or the taking of property by nationalization or expropriation without fair
compensation, laws or policies of particular countries, foreign taxation,
delays in obtaining or the inability to obtain necessary governmental permits,
limitations on ownership and on repatriation of earnings, and foreign exchange
controls and currency fluctuations. There can be no assurance that such
problems will not arise in the future. While political risk insurance has been
obtained to cover a portion of Newmont Mining's investments in Peru, Indonesia
and Uzbekistan against certain expropriation, war, civil unrest and political
violence risks, such insurance is limited by its terms to the particular risks
specified therein and is subject to certain
18
<PAGE>
exclusions. See "Businesses of Newmont Mining and Santa Fe--Newmont Mining."
There can therefore be no assurance that claims would be paid under such
insurance in connection with a particular event in a foreign country. Foreign
investments may also be adversely affected by laws and policies of the U.S.
affecting foreign trade, investment and taxation.
SPECULATIVE NATURE OF GOLD EXPLORATION AND DEVELOPMENT
Gold exploration is highly speculative in nature, involves many risks and
frequently is nonproductive. There can be no assurance that any company's gold
exploration efforts will be successful. Success in increasing reserves is the
result of a number of factors, including the quality of management, the
company's level of geological and technical expertise, the quality of land
available for exploration and other factors. Once gold mineralization is
discovered, it may take a number of years from the initial phases of drilling
until production is possible, during which time the economic feasibility of
production may change. Substantial expenditures are required to establish
proven and probable ore reserves through drilling, to determine metallurgical
processes to extract the metals from the ore and, in the case of new
properties, to construct mining and processing facilities. As a result of
these uncertainties, no assurance can be given that Newmont Mining's or Santa
Fe's exploration programs will result in the expansion or replacement of
current production with new proven and probable ore reserves.
Development projects have no operating history upon which to base estimates
of future cash operating costs. Particularly for development projects,
estimates of proven and probable ore reserves and cash operating costs are, to
a large extent, based upon the interpretation of geologic data obtained from
drill holes and other sampling techniques, and feasibility studies which
derive estimates of cash operating costs based upon anticipated tonnage and
grades of ore to be mined and processed, the configuration of the ore body,
expected recovery rates of the gold from the ore, comparable facility and
equipment operating costs, anticipated climatic conditions and other factors.
As a result, it is possible that actual cash operating costs and economic
returns may differ significantly from those currently estimated. It is not
unusual in new mining operations to experience unexpected problems during the
start-up phase. Delays often can occur in the commencement of production.
MINING RISKS AND INSURANCE
The business of gold mining generally is subject to a number of risks and
hazards, including environmental hazards, industrial accidents, labor
disputes, encountering unusual or unexpected geologic formations or other
geological or grade problems, encountering unanticipated ground or water
conditions, cave-ins, pit-wall failures, flooding, rock falls, periodic
interruptions due to inclement or hazardous weather conditions or other
unfavorable operating conditions, gold bullion losses and other acts of God.
Such risks could result in damage to, or destruction of, mineral properties or
producing facilities, personal injury or death, environmental damage, delays
in mining, monetary losses and possible legal liability.
Newmont Mining maintains insurance against risks which are typical in the
operation of its business and in amounts which Newmont Mining believes to be
reasonable, but no assurance can be given that such insurance will continue to
be available, will be available at economically acceptable premiums or will be
adequate to cover any resulting liability.
NONREALIZATION OF SYNERGIES/COST SAVINGS
The Newmont Mining/Santa Fe Merger would involve the integration of two
companies that have previously operated independently. No assurance can be
given that Newmont Mining will integrate the respective operations of Newmont
Mining and Santa Fe without encountering difficulties or experiencing the loss
of key Santa Fe personnel or that the benefits expected from such integration
will be realized. In addition, there can be no assurance that Newmont Mining
will realize anticipated cost savings of synergies from the Newmont
Mining/Santa Fe Merger. See "Background of the Offer--Comparison of the
Proposals."
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BACKGROUND OF THE OFFER
GENERAL
On a number of occasions during the past several years, Ronald C. Cambre,
Chairman and Chief Executive Officer of Newmont Mining, and Patrick M. James,
Chairman and Chief Executive Officer of Santa Fe, have met at mining industry
conferences they have attended.
During the same period, members of senior management of Newmont Mining have
from time to time considered potential acquisition candidates in light of
their belief that the mining industry would continue its trend toward greater
consolidation. Various investment banking firms have, from time to time, made
presentations to Newmont Mining's senior management relating to the mining
industry and potential acquisition targets. In March 1996, Newmont Mining
retained Goldman, Sachs & Co. ("Goldman Sachs") for the express purpose of
exploring the possibility of a transaction with Santa Fe.
On April 1, 1996, at a meeting of the Gold Institute, a mining industry
association, Mr. Cambre approached Mr. James and discussed with him the
possibility of combining their businesses. During their April 1 discussion,
Mr. Cambre provided Mr. James summary materials prepared by Newmont Mining and
Goldman Sachs concerning the strategic rationale for a combination of Newmont
Mining and Santa Fe, including potential synergies and reserves estimates.
On April 29, 1996, Mr. Cambre sent a letter to Mr. James in which he thanked
Mr. James for taking the time to meet with him at the Gold Institute meeting.
Mr. Cambre reaffirmed his interest in the possibility of a business
combination involving their two companies and indicated his desire to
consummate a business combination between Newmont Mining and Santa Fe prior to
the end of 1996. Mr. Cambre enclosed with the April 29 letter a briefing
booklet providing further details and analyses relating to a potential
combination of Newmont Mining and Santa Fe.
In early May 1996, Mr. James telephoned Mr. Cambre to suggest the
possibility of forming a joint venture to capitalize on each company's
refractory ore processing technologies. Mr. James suggested that the joint
venture would provide a forum for the two firms to work together.
On May 17, 1996, Mr. Cambre sent a letter to Mr. James indicating his
support for Mr. James' suggestion concerning a technology joint venture
between Newmont Mining and Santa Fe. Mr. Cambre's letter suggested that the
companies meet to begin discussions concerning a joint venture, but Santa Fe
did not contact Newmont Mining to arrange a meeting.
On July 17, 1996, following discussions between the parties earlier in July,
Mr. Cambre sent a letter to Mr. James reiterating the interest of Newmont
Mining's Board of Directors in exploring a business combination of Newmont
Mining and Santa Fe. In the letter, Mr. Cambre noted that a combination of the
two companies "has the potential to immediately create significant value for
our respective shareholders" and set forth Newmont Mining's preliminary
estimate of $30-$40 million per year of operating and financial synergies. In
the July 17 letter, Mr. Cambre also offered to meet with Mr. James or members
of the Santa Fe Board at any time to discuss a possible transaction.
Early in the week of August 5, 1996, Mr. James telephoned Mr. Cambre and
informed Mr. Cambre that the Santa Fe Board had determined to "stay the
course" and not to pursue a transaction with Newmont Mining.
On August 8, 1996, Mr. Cambre sent a letter to Mr. James indicating Mr.
Cambre's disappointment with the decision of the Santa Fe Board to "stay the
course." Mr. Cambre noted in the August 8 letter Newmont Mining's belief that
considerable shareholder value would be created by a merger of the two
companies and said that he still would appreciate the opportunity to have a
more in-depth discussion with Mr. James or members of the Santa Fe Board
concerning the matter.
20
<PAGE>
Mr. James responded by letter dated August 22, 1996 to Mr. Cambre's letter
of August 8, stating, among other matters, that "I appreciate your continuing
interest in discussions and the possibility of a business combination between
our two companies. Although, as I mentioned when we last talked, I do not feel
that this is a good time to get into these matters, I certainly will keep in
mind your interest and the possibility of discussions in the future."
On September 30, 1996, Mr. James telephoned Mr. Cambre and arranged for an
October 1, 1996 meeting at Mr. Cambre's home. October 1, 1996 was the first
day that Santa Fe became eligible for pooling of interests accounting
treatment in connection with a business combination transaction after the two-
year period Santa Fe had been required to wait under applicable accounting
rules. Mr. James indicated that David H. Batchelder, another member of the
Santa Fe Board, would be present at the meeting.
On October 1, 1996, in response to Mr. James' request, Mr. Cambre and Wayne
W. Murdy, Executive Vice President and Chief Financial Officer of Newmont
Mining, met with Mr. James and Mr. Batchelder. At the meeting, Mr. James
indicated that, following discussions with members of the Santa Fe Board there
was sufficient interest on the part of the Santa Fe Board regarding a possible
business combination transaction with Newmont Mining to warrant further
discussions. Mr. Batchelder said that he had been assigned by the Santa Fe
Board to work with Mr. James on the matter, and that it would be helpful to
further deliberations by the Santa Fe Board if Newmont Mining could provide
Santa Fe with a potential indication of value (subject to due diligence) as a
demonstration of Newmont Mining's level of interest. If the value indicated by
Newmont Mining was of sufficient interest, Mr. Batchelder said that Santa Fe
would be prepared to commence mutual due diligence investigations. Messrs.
James and Batchelder said that Newmont Mining should concentrate on providing
a premium price for Santa Fe's stockholders in a stock-for-stock transaction
to be accounted for as a pooling of interests. They indicated that while Santa
Fe had specifically considered the possibility of business combination
transactions with other companies, a transaction with Newmont Mining was the
most sensible option for Santa Fe, and it was Santa Fe's preference to engage
in the merger process with only one potential acquisition partner.
On October 9, 1996, Mr. Cambre sent to Mr. James a letter outlining the
terms on which Newmont Mining would consider a merger transaction with Santa
Fe. The letter contemplated a stock-for-stock merger transaction that would be
tax-free to both companies' stockholders and would be accounted for as a
pooling of interests. The principal terms indicated in the letter included a
possible exchange ratio ranging from 0.32 to 0.35 of a share of Newmont Mining
Common Stock for each Santa Fe Share; a requirement for a 60-day exclusivity
period during which time Santa Fe would not be permitted to engage in
discussions concerning alternative transactions; an option to be granted by
Santa Fe giving Newmont Mining the right to buy Santa Fe Shares from Santa Fe
in an amount up to 19.9% of the Santa Fe Shares then outstanding; and a merger
agreement with customary break-up fee provisions.
On October 14, 1996, Messrs. James and Batchelder telephoned Mr. Cambre to
discuss the indication of interest set forth in Newmont Mining's letter of
October 9, and agreed with Mr. Cambre to hold a meeting on October 17 in
Denver to discuss issues raised by Newmont Mining's letter. During such
conversation, Mr. Batchelder said that the Santa Fe Board was interested in
pursuing discussions with Newmont Mining concerning a business combination if
Newmont Mining's proposal was at the upper half of the range, as the Santa Fe
Board was seeking a premium of 35% to 40%. Mr. Cambre responded that Newmont
Mining had defined the range as precisely as then possible.
On October 17, 1996, a meeting was held in Denver among Messrs. James,
Batchelder, Cambre and Murdy, a representative from Goldman Sachs and
representatives from SBC Warburg Inc., Santa Fe's financial advisor ("SBC
Warburg"). At this meeting, Newmont Mining indicated that it was immediately
prepared to begin its due diligence investigation of Santa Fe, but Santa Fe
asked to delay due diligence until November 1 in order to complete its new
five-year business plan. It was agreed that
21
<PAGE>
each party's due diligence investigation of the other would start on
approximately November 1 when Santa Fe's new five-year business plan would be
completed. During the course of this meeting, Santa Fe's representatives
rejected Newmont Mining's request for exclusivity, with Mr. Batchelder stating
that Santa Fe was not holding discussions with anyone else and committing not
to "shop" Newmont Mining's proposal. During the meeting, Santa Fe's
representatives also rejected Newmont Mining's request for an option on Santa
Fe's shares, stating that the Santa Fe Board had waited two years to be
eligible for pooling of interests accounting treatment and under no
circumstances could they approve anything that would preclude the use of
pooling. During the course of this meeting, it was agreed that Messrs. Cambre
and James would meet separately to discuss their respective management
personnel and the management of the combined company after the proposed
merger.
On October 21, 1996, Mr. Cambre called Mr. James to object to the inclusion
in the draft mutual confidentiality agreement furnished by Santa Fe's
representatives at the October 17 meeting of provisions ("standstill
provisions") which would have the effect of limiting or precluding Newmont
Mining from making an acquisition offer directly to Santa Fe's stockholders or
taking other actions in furtherance of an acquisition attempt by Newmont
Mining which might be made without approval of the Santa Fe Board. Following
this conversation, counsel for Newmont Mining and Santa Fe also discussed
Santa Fe's draft confidentiality agreement.
On October 22, 1996, Mr. Cambre sent Mr. James a revised mutual
confidentiality agreement which did not contain standstill provisions.
On October 25, 1996, Messrs. Cambre and James met to discuss their
respective companies' management personnel and the management of the combined
company after the proposed merger. At the beginning of the meeting, Mr. James
presented to Mr. Cambre an executed copy of a revised form of confidentiality
agreement which Newmont Mining had furnished to Santa Fe earlier that week,
which Mr. Cambre also subsequently executed. Mr. James also discussed Santa
Fe's problems of not being a large enough gold producer to be included in the
top tier of the industry and not having the financial strength to break out of
the second tier of gold producers. Mr. James said that Santa Fe's only
alternative to a business combination with another gold producer was a
complete restructuring which would involve ceasing many of its foreign
activities and concentrating its activities in Nevada, Brazil and Central
Asia.
Between October 25 and October 31, 1996, Mr. Cambre and Mr. James spoke
several times concerning a due diligence meeting at which the parties would
exchange information, and they agreed to hold a due diligence meeting on the
weekend of November 2 and 3 in Dallas, Texas. During this period, Newmont
Mining and Santa Fe began exchanging information, including certain non-public
information, in order to facilitate the due diligence process.
During the week of October 27, 1996, Mr. James called Mr. Cambre to postpone
the due diligence meeting scheduled for the weekend of November 2 and 3 until
the following weekend because Santa Fe's new five-year business plan was not
ready. On November 1, 1996, Mr. Cambre sent Mr. James a letter confirming
arrangements for the due diligence meeting, which had been rescheduled for
November 8 and 9.
On November 8 and 9, 1996, representatives of Newmont Mining and Santa Fe,
including, among others, Messrs. Cambre, Murdy, Batchelder and James and
representatives of Goldman Sachs and SBC Warburg, met in Dallas for an
extended session which included lengthy presentations by each company
concerning their future operations and projected performance and the
opportunity of each company to ask questions of the other. Santa Fe's
presentation included a presentation of Santa Fe's new five-year business
plan, as well as a discussion of the restructuring plan which Mr. James had
earlier discussed with Mr. Cambre.
22
<PAGE>
During the course of Newmont Mining's due diligence investigation of Santa
Fe, Santa Fe made available to Newmont Mining certain material non-public
information concerning Santa Fe, including the following projected financial
and other information from Santa Fe's new five-year business plan:
<TABLE>
<CAPTION>
1996 1997 1998 1999 2000 2001
---- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Operating Revenue (in millions)....... $342 $ 469 $ 534 $ 564 $ 585 $ 573
Net Income (in millions).............. $ 9(/1/) $ 44 $ 75 $ 55 $ 71 $ 74
Operating Cash Flow (in millions)..... $ 81 $ 90 $ 158 $ 194 $ 207 $ 220
Ounces Produced (in thousands)........ 836 1,122 1,279 1,354 1,401 1,359
Weighted Average Cash Cost of
Production Per Ounce................. $223 $ 236 $ 242 $ 250 $ 252 $ 258
Weighted Average Cost of Production
Per Ounce............................ $302 $ 326 $ 338 $ 341 $ 339 $ 338
Capital Expenditures (in
millions)(/2/)....................... $262 $ 109 $ 130 $ 52 $ 29 $ 31
</TABLE>
- --------
(/1/) Including $28 million in pre-tax write-offs, and restructuring charges and
a $9 million one-time pre-tax gain from an exchange by Santa Fe of
properties for stock of another party.
(/2/) According to materials provided to Newmont Mining, these figures do not
include capitalized interest expense and deferred mining costs; if such
costs and expenses were included, capital expenditures for the periods
presented would be $340 million, $129 million, $168 million, $93 million,
$66 million and $90 million, respectively.
In addition to the foregoing information, Santa Fe's new five-year business
plan assumed that Santa Fe would consummate an equity offering in 1997 that
would generate proceeds of $150 million, based on the sale of 8.3 million
Santa Fe Shares at a price of $18 per Santa Fe Share. The new five-year
business plan also assumed that Santa Fe would realize proceeds of $124
million over the period from 1997 to 2001 from sales of exploration properties
and further assumed significant reductions in general and administrative, and
exploration expenses beginning in 1997. In the new five-year business plan all
production was assumed to come from existing operations and certain identified
development projects. In addition, the projections assumed continued hedging
by Santa Fe throughout the period resulting in an effective gold price to be
received by Santa Fe of approximately $416 per ounce of gold. Newmont Mining
also learned that Santa Fe includes in its deferred mining costs a portion of
its depletion, depreciation and amortization charges, as compared to Newmont
Mining's more conservative accounting policy of treating such charges as
expenses. Therefore, upon consummation of the Newmont Mining/Santa Fe Merger,
Santa Fe's treatment of depletion, depreciation and amortization charges would
need to be adjusted to Newmont Mining's accounting treatment of such charges,
which would result in an annual charge to net income for the combined entity
for a number of years. The charge is estimated to be $7 million in 1998 and $4
million to $13 million for the years 1997 through 2001.
At a dinner meeting held on November 8, 1996 attended by Messrs. James,
Batchelder, Cambre and Murdy, Mr. James and Mr. Batchelder requested that
Newmont Mining submit a formal proposal to the Santa Fe Board and they agreed
to send to Mr. Cambre a letter setting forth the items Santa Fe wanted Newmont
Mining to address in its proposal. In addition, Mr. Batchelder informed
Messrs. Cambre and Murdy for the first time that one written and one oral
indication of interest had been received from two other parties, but indicated
that Santa Fe would not pursue these other indications as long as negotiations
continued at the current pace with Newmont Mining.
On November 13, 1996, Mr. James sent a letter to Mr. Cambre stating, among
other things, that the "open and frank tone" of the discussions at the
November 8 meeting "went a long way toward advancing our potential
combination." Mr. James' letter set forth a list of items he indicated that
Santa Fe wanted Newmont Mining to address as part of its proposal. These
included the specific exchange ratio and the structure of the exchange ratio,
including pricing structure and collar and termination provisions, the major
provisions of a merger agreement, details of the number and nature of board
positions expected to be made available to existing directors of Santa Fe, an
indication of the potential future roles within the combined organization of
Santa Fe's current senior management, the treatment of Santa Fe's stock option
and benefit plans and the manner in which service seniority would be
23
<PAGE>
handled, the type and amount of synergies to be realized in a combination of
the two companies and an explanation of the proposed structure of the
transaction, in particular addressing the mechanism by which Santa Fe would be
combined with Newmont Gold and the approach to the management of the Newmont
Gold minority interest. Mr. Cambre agreed to provide a response to Mr. James'
letter by Thursday, November 21, and agreed to a telephone call to be held on
Saturday, November 23, to discuss Newmont Mining's proposal.
On November 15, 1996, Mr. James and Mr. Cambre spoke by telephone concerning
personnel matters and agreed to meet in New York with Hay Associates, a
personnel consulting firm, to discuss personnel matters and the selection of
management for the combined entity.
On November 19, 1996, Mr. James met with Mr. Cambre in New York, together
with a representative of Hay Associates, to discuss personnel matters and the
selection of management for the combined entity. On November 20, Newmont
Mining's Board of Directors (the "Newmont Mining Board") met in New York to
discuss the potential transaction. At such meeting, the Newmont Mining Board
authorized Mr. Cambre to determine the actual exchange ratio to be included in
the proposal to be given to Santa Fe, provided that it was within the range
approved by the Newmont Mining Board.
On November 21, 1996, Mr. Cambre sent a letter to Mr. James in response to
Santa Fe's request for a proposal and Mr. James' letter of November 13. On
behalf of Newmont Mining, Mr. Cambre proposed a stock-for-stock merger
transaction that would be tax-free to both companies' stockholders and would
be accounted for as a pooling of interests. The proposal, which was subject to
Newmont Mining's satisfactory completion of confirmatory due diligence,
offered an exchange ratio of 0.33 of a share of Newmont Mining Common Stock
for each Santa Fe Share (which represented a premium of 35% above the closing
price of the Santa Fe Shares on November 20). The proposal did not offer a
collar or any termination provision based on trading prices of the companies'
shares. In exchange for Newmont Mining's willingness, in response to Santa
Fe's request, to eliminate its request for an option to purchase 19.9% of the
Santa Fe Shares, Newmont Mining's proposal also required that the definitive
merger agreement to be entered into by the parties contain a $75 million
break-up fee payable by Santa Fe. In addition, the letter indicated that
Newmont Mining would be willing to place three current members of the Santa Fe
Board on the Newmont Mining Board upon completion of the transaction, and
further indicated Newmont Mining's intention to retain Hay Associates to
assist in the process of choosing the best management personnel from both
firms to lead the combined entity.
Mr. Cambre's November 21 letter also expressed Newmont Mining's
disappointment with the results of its initial due diligence investigation of
Santa Fe, particularly in light of prior statements to the effect that Newmont
Mining's management would be "positively surprised" with the results of its
due diligence effort. In particular, Mr. Cambre cited the fact that Santa Fe
was projecting lower operating earnings than the investment community had been
expecting. Mr. Cambre also indicated disappointment with Newmont Mining's
review of Santa Fe's new five-year business plan, which contemplated, among
other things, asset sales at what Newmont Mining considered extremely generous
valuations; an equity offering at a 40% premium to Santa Fe's then current
stock price; and over 50% reductions in general and administrative and
exploration spending, which Newmont Mining's management viewed as aggressive
assumptions that were unlikely to be achieved.
On November 22, 1996, Mr. James telephoned Mr. Cambre to confirm the call to
discuss the proposal submitted by Newmont Mining scheduled for the next day
and informed Mr. Cambre that the Santa Fe Board also was scheduled to meet on
the next day.
On November 23, 1996 Messrs. James and Batchelder telephoned Messrs. Cambre
and Murdy to provide certain responses to Newmont Mining's proposal, as set
forth in Mr. Cambre's letter of
24
<PAGE>
November 21. Messrs. James and Batchelder said that Santa Fe's Board would
meet on Tuesday, November 26, to consider the two proposals which had been
received. This was the first indication Newmont Mining had received from Santa
Fe that another party had submitted a formal proposal. During this
conversation, Messrs. James and Batchelder requested that Newmont Mining
reconsider or clarify certain aspects of its proposal, but at no time did they
request any increase in the exchange ratio of 0.33 of a share of Newmont
Mining Common Stock included in Newmont Mining's proposal. The specific
improvements and additional information which were requested included the
following: the addition of a collar related to the exchange ratio; a reduction
in the break-up fee from $75 million to $60 million plus $5 million for
reimbursement of expenses, and a request that it be made reciprocal; a request
that the three current directors of Santa Fe to be included on the Newmont
Mining Board following consummation of a merger with Santa Fe be chosen from a
group of five directors to be selected by Santa Fe; greater specificity as to
the roles in the combined company of Mr. James and Mr. Roy Wilkes, Santa Fe's
Executive Vice President and Chief Operating Officer; a draft of the merger
agreement and information as to whether the draft would contain a "fiduciary
out" provision; information as to whether Santa Fe's severance programs would
be honored; and a request that Newmont Mining complete its due diligence
investigation quickly. In response to a request by Santa Fe, the parties held
a conference call on November 25 during which Santa Fe received an update
concerning Newmont Mining's Batu Hijau project in Indonesia.
On Monday, November 25, 1996, Mr. Cambre sent an additional letter to Mr.
James and Mr. Batchelder responding to their November 23 telephone
conversation. In the November 25 letter, Mr. Cambre indicated that Newmont
Mining would not be willing to include a collar together with its exchange
ratio or to make the break-up fee reciprocal, but would be willing to revise
its proposal to reduce the break-up fee payable by Santa Fe to $65 million,
inclusive of expenses, and also provided "fiduciary out" language to be
included in the merger agreement. Mr. Cambre also indicated that, in response
to Santa Fe's request, Newmont Mining would permit Santa Fe to provide Newmont
Mining with a list of six directors, from which the nominating committee of
the Newmont Mining Board would select the three to be included on the Newmont
Mining Board. He further indicated Newmont Mining's willingness to offer Mr.
James and Mr. Wilkes employment contracts to ensure their security as to their
roles in the combined company, and to honor in Santa Fe's existing severance
agreements and the "change of control" provisions in Santa Fe's stock programs
as well as to offer to Santa Fe's employees the opportunity to participate in
benefit programs currently available to Newmont Mining employees at comparable
levels, taking into account years of service with Santa Fe.
In the afternoon of Wednesday, November 27, 1996, Mr. Cambre telephoned Mr.
James in order to learn of Santa Fe's decision with respect to Newmont
Mining's proposal. Mr. James was unavailable to receive the call. Later that
afternoon, Mr. James and Mr. Batchelder telephoned Mr. Cambre and informed him
that Newmont Mining's proposal of November 21, as modified by the letter of
November 25, had been rejected by the Santa Fe Board at a meeting on November
26. Mr. Cambre asked Mr. James and Mr. Batchelder to explain the reason for
the rejection and was told that the Santa Fe Board had not considered Newmont
Mining's proposal to be the best among the options it had available.
Subsequently, Mr. Cambre and other representatives of Newmont Mining attempted
without success to reach Mr. James and other representatives of Santa Fe to
discuss further the Santa Fe Board's decision with respect to the Newmont
Mining proposal.
During the period from Wednesday afternoon, November 27, 1996, to Wednesday,
December 4, 1996, the members of senior management of Newmont Mining held
discussions with Newmont Mining's legal and financial advisors to consider
alternatives with respect to a transaction with Santa Fe.
On Thursday, December 5, 1996, following a special meeting of the Newmont
Mining Board, Newmont Mining delivered the following proposal letter to the
Santa Fe Board, which letter was immediately made public by Newmont Mining
through a press release:
25
<PAGE>
December 5, 1996
Board of Directors
Santa Fe Pacific Gold Corporation
6200 Uptown Blvd. NE, Suite 400
Albuquerque, NM 87110
ATTENTION: Patrick M. James
The management and Board of Directors of Newmont Mining Corporation
("Newmont") have determined that the combination of our companies is
compelling in terms of value creation for the stockholders of both
Santa Fe Pacific Gold Corporation ("SFPG") and Newmont. I am,
therefore, writing to make the following proposal, which has been
approved by the Board of Directors of Newmont and is hereby submitted
to the Board of Directors of SFPG.
We propose to acquire SFPG in a stock-for-stock merger in which each
share of SFPG common stock would be exchanged for 0.33 shares of
Newmont common stock in a transaction that would be tax-free to SFPG
stockholders and would be accounted for as a pooling-of-interests. The
offer is not contingent upon due diligence and could close as soon as
regulatory and stockholder approvals are received.
We believe that this offer represents an attractive price for your
stockholders and fairly reflects the benefits we envision from the
combination of our businesses. Such a combination would result in:
. The largest gold mining company in North America;
. The most extensive gold operations, land position and exploration
prospects in Nevada;
. One of the best capitalized and most geographically diversified
mining companies in the world;
. Substantial operating synergies to provide continued earnings
growth and expansion opportunities; and
. The opportunity to leverage each of our strong proprietary
technology bases.
Such a transaction provides SFPG stockholders with a substantial
valuation premium for their shares and a continuing equity interest in
a premium gold mining concern in a tax-free transaction. It also offers
employees of SFPG the opportunity to work for one of the largest and
best funded gold exploration and mining concerns in the world.
It is our strong preference to work with you toward a friendly
transaction, in connection with which we would, of course, expect SFPG
to render its stockholder rights plan inapplicable. In any event, we
want you and your stockholders to know that we are fully committed to
completing this transaction.
We are today announcing our proposal publicly so that all SFPG
stockholders are made aware of it. Our objective is to work with you in
a professional and constructive manner to complete this transaction so
that its full potential can be realized and the best interests of all
stockholders can be served.
Sincerely,
Ronald C. Cambre
26
<PAGE>
Later on December 5, 1996, Santa Fe confirmed that it had received Newmont
Mining's letter, but declined to comment further.
On December 9, 1996, Santa Fe and Homestake announced that they had entered
into the Homestake Merger Agreement.
On January 3, 1997, the Newmont Mining Board approved the Offer and related
matters.
On January 7, 1997, Newmont Mining publicly announced its intention to make
the Offer and sent the following letter to the Santa Fe Board:
January 7, 1997
Board of Directors
Santa Fe Pacific Gold Corporation
6200 Uptown Blvd. N.E., Suite 400
Albuquerque, New Mexico 87110
Dear Directors:
On behalf of the Board of Directors of Newmont Mining Corporation, I am
pleased to inform you that Newmont Mining has increased its offer to acquire
Santa Fe Pacific Gold Corporation to .40 of a share of Newmont common stock
per Santa Fe common share. Based on yesterday's closing prices, our proposal
reflects a premium of 15.8% over Santa Fe's current price, a 39% premium over
Santa Fe's closing price on December 4, 1996, and a 12.75% premium over the
nominal value of Homestake's merger proposal previously accepted by Santa Fe.
As noted by Messrs. James and Batchelder when they invited Newmont to
initiate merger discussions, the "fit" between our two companies is clearly
superior to the fit between Santa Fe and any other gold mining company. This
theme has been reiterated by the overwhelming majority of the gold analyst
community who have commented on Santa Fe since the original Newmont proposal
was made public.
We appreciate the difficulty of your Board's decision when faced with a
Homestake proposal that was higher than Newmont's December 5, 1996 offer on a
nominal basis. However, our revised proposal provides significantly greater
current value than the proposed transaction with Homestake and offers far
greater prospects for the achievement of shareholder value over the longer
term. Our 30 year history of discoveries and operations in Nevada is
unmatched. Therefore, Newmont hereby requests that you take all action
necessary to ensure that your shareholders will be able to receive the
benefits of the Newmont proposal as soon as possible. Specifically, in light
of the superior value offered by Newmont, we hereby request that, pursuant to
Section 4.02 of the Homestake/Santa Fe Merger Agreement, you authorize Santa
Fe to enter into immediate negotiations with Newmont regarding our proposal.
Once the Santa Fe Board has taken the required action, we are confident that
Newmont and Santa Fe can quickly come to terms on a mutually acceptable merger
agreement, so that the Homestake/Santa Fe Merger Agreement can be terminated
pursuant to its terms and in accordance with your fiduciary obligations to the
Santa Fe shareholders.
To facilitate the earliest completion of our merger with Santa Fe, we have
today filed registration materials with the Securities and Exchange
Commission, and we intend to initiate an exchange offer for all outstanding
shares of Santa Fe as soon as our registration statement is declared
effective. These documents explain in detail why a merger with Newmont offers
significantly greater value to the Santa Fe shareholders than a transaction
with Homestake. Moreover, if Santa Fe does not terminate
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its proposed merger with Homestake, Newmont will solicit proxies against the
Homestake merger proposal pursuant to the proxy solicitation materials,
preliminary copies of which were filed today with the Commission. We will
start our campaign against the inferior Homestake proposal immediately so that
the Santa Fe shareholders may be informed of the benefits of the superior
Newmont transaction.
In addition, Newmont hereby requests that the Santa Fe Board of Directors
take all action necessary to: (i) make the rights issued pursuant to the
Rights Agreement dated January 26, 1995 inapplicable to Newmont's offer and to
defer indefinitely the Distribution Date (as defined in the Rights Agreement);
and (ii) make Section 203 of the Delaware General Corporation Law inapplicable
to Newmont's offer, actions which have already been taken with respect to the
inferior Homestake merger proposal.
Newmont believes a merger between Santa Fe and Newmont is the most sensible
option for Santa Fe and its shareholders. Since the Newmont proposal is
clearly superior to the Homestake proposal, we urge you to act promptly to
enter into negotiations so that Santa Fe may enter into a definitive agreement
with Newmont providing for a merger in which your shareholders will receive
.40 of a share of Newmont common stock for each of Santa Fe's outstanding
shares at the earliest possible time, and without the distraction of a
prolonged period of uncertainty for Santa Fe and its shareholders and
employees.
I am prepared to meet with you at any time to discuss the merits of our
generous proposal.
Very truly yours,
Ronald C. Cambre
Chairman, President and Chief
Executive Officer
In addition, on such date Newmont Mining filed the Registration Statement
with the Commission, as well as a preliminary proxy statement and other
materials for the solicitation by Newmont Mining of Santa Fe's stockholders to
vote against the Homestake Merger Agreement.
COMPARISON OF THE PROPOSALS
Stockholders of Santa Fe face a choice: which company, Newmont Mining or
Homestake, is in a better position to provide greater value in the short and
long term to Santa Fe stockholders? Which company's stock--Newmont Mining or
Homestake--is a better investment and which company will do more to realize
the value of Santa Fe's assets?
Santa Fe as a Merger Candidate. Santa Fe has been a public company since
June 1994. Its performance since then has been lackluster: production has
declined while costs have increased, there have been no major discoveries, the
company's modest exploration successes have been principally on acreage
adjacent to its existing activities and its earnings have been disappointing.
Yet Santa Fe is a company with significant unrealized potential--if properly
exploited. This potential is attributable to Santa Fe's existing mines and its
huge underdeveloped land position in northern Nevada. As will be discussed
below, Newmont Mining is best suited, by virtue of its extensive operations
and experience in northern Nevada, its industry leadership positions in
exploration and production and its technological capability to most
effectively develop Santa Fe's attractive asset base.
Why Newmont is the Better Choice. Although Newmont Mining and Homestake are
different companies, their proposals contemplate similar transaction
structures: each proposal involves a merger in which holders of Santa Fe
Shares would receive stock of the acquiror on a tax-free basis pursuant to a
fixed exchange ratio, and each proposal is conditioned upon the acquiror being
able to account for the transaction as a pooling of interests for financial
reporting purposes.
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There are two fundamental reasons why holders of Santa Fe Shares should
choose Newmont Mining's Offer over the proposed Homestake Merger:
1. The Newmont Mining transaction offers significantly more current
value; and
2. The Newmont Mining transaction offers far greater prospects for future
growth and appreciation. This is due to both the relative merits of Newmont
Mining and Homestake as investments and to what each company will do to
develop the value of Santa Fe following a merger.
What the Proposals are Worth Today. Newmont Mining's proposal offers more
current value to the Santa Fe stockholders than the Homestake proposal, as
shown below:
MORE VALUE TODAY: IMPLIED PURCHASE PRICE PER SHARE*
<TABLE>
<S> <C> <C> <C>
NEWMONT HOMESTAKE
MINING OFFER PROPOSAL DIFFERENTIAL
------------ --------- ------------
December 4, 1996** $19.00 $17.14 $1.86
January 6, 1997 16.50 14.63 1.87
</TABLE>
- --------
* Data are based on the closing price per share of the common stock of Newmont
Mining or Homestake, as the case may be, on the indicated dates.
** On December 4, 1996, the closing price of the Santa Fe Shares was $11 7/8.
What Santa Fe Stockholders will realize in the Future from each
Proposal. Homestake and Santa Fe have emphasized that the Homestake proposal
should be judged on the potential it provides for future growth of, and
increase in value of the share price of, the combined entity. Newmont Mining
agrees that this is a critical consideration but believes that logic and
experience dictate that a combined Newmont Mining/Santa Fe entity will provide
significantly greater value to Santa Fe's stockholders than a combined
Homestake/Santa Fe. In reaching this conclusion, Newmont Mining believes it is
essential to review the historical performance of each of Newmont Mining and
Homestake, and analyze the benefits Newmont Mining and Homestake each can
offer to Santa Fe in a merger, including their respective abilities to manage
and derive value from the Santa Fe assets, and the financial effects of a
Newmont Mining/Santa Fe combination as compared to a Homestake/Santa Fe
combination.
Historical Performance
Newmont Mining has a record of successful sustained growth built upon
exploration success and exploitation of technological knowhow. It is a leader
in both exploration and production on a global basis. Newmont Mining has
demonstrated continued success in finding and processing ores throughout the
world, and has capitalized on its proprietary technologies to process and
extract additional value from complex ores. Newmont Mining discovered the
Carlin Trend in northern Nevada and has a 30-year operating and exploration
history in Nevada, the largest gold producing region in North America. As
Newmont Mining has successfully mined and processed the particularly complex
ores in the Carlin Trend, it has the ability to apply its experience to the
Santa Fe properties which, in many cases, are adjacent to Newmont Mining land
positions and have similar geologic characteristics. Newmont Mining's
production is growing and its production costs are declining.
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<PAGE>
By comparison, Homestake has a history of disappointing results, declining
production and, relative to Newmont Mining and other major gold producers,
high costs. Homestake has a limited recent history of grassroots exploration
success. Unlike Newmont Mining, Homestake has minimal experience operating in
Nevada, and will not be able to realize meaningful operational synergies by
virtue of a combination with Santa Fe. Moreover, the Homestake Merger would
result in doubling the number of shares of Homestake Common Stock which would
be outstanding.
Determining Value: Factors Affecting the Value of a Gold Mining Company's
Stock. Newmont Mining believes the principal components of the value of a gold
mining company's shares include:
--Reserves: the amount of gold ore available for future production;
--Production: the amount of gold ore mined and processed for sale each
year;
--Cash and Total Costs: the expenditures required to mine and produce each
ounce of gold, focusing on marginal cash costs and total costs including
depreciation, respectively;
--Exploration Success: the company's record of successful exploration,
discovery and exploitation of new reserves, particularly those that can be
produced at low cost;
--Exploration Prospects: the amount and quality of territory available to
the company to explore for additional gold reserves which is necessary to
sustain production and provide for future growth;
--Profitability: the earnings generated by the company's business;
--Balance Sheet Strength and Flexibility: the company's ability to finance
the company's growth opportunities; and
--Management: the quality of the company's management team and its track
record in managing the company's assets while sustaining growth.
On all of the foregoing criteria, Newmont Mining is bigger, better and more
successful than Homestake.
Reserves and Exploration. The ability of a gold producer to successfully
explore for and increase its reserves is critical to its long term growth and
profitability. Newmont Mining's reserves are significantly greater than
Homestake's (28.8 million ounces as compared to Homestake's 21.5 million, in
each case as of December 31, 1995). In addition, Newmont Mining has been much
more successful at locating new gold reserves, both in the vicinity of its
producing mines and through exploration efforts. Over the ten-year period from
1986 to 1995, Newmont Mining added an aggregate of 38 million equity ounces to
its reserves, including 4.3 million equity ounces acquired in Uzbekistan.
--Newmont Mining's success during this period occurred primarily in Nevada,
with significant discoveries in Peru and Indonesia as well.
--Over the five-year period from 1991 to 1995, Newmont Mining increased its
reserves, net of mining depletion, by approximately 10 million ounces, or
52%.
Newmont Mining has a superior track record to Homestake in gold exploration.
While Homestake is seeking to increase its reserves by acquiring Santa Fe,
holders of Santa Fe Shares should consider whether--once the acquisition has
been completed--Homestake has the ability to exploit Santa Fe's Nevada
properties to their fullest. Santa Fe stockholders should consider that
Homestake, with only minor Nevada operations, cannot achieve the cost savings
and synergies available to Newmont Mining. Given Homestake's relatively weak
exploration track record, and Newmont Mining's specific Nevada exploration
experience, the decision for Santa Fe stockholders is clear: Newmont Mining is
the better choice.
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Production and Production Costs. Newmont Mining has estimated that it will
produce approximately 2.5 million equity ounces in 1997, while it estimates
that Homestake's 1997 equity production will be approximately 1.6 million
ounces. Over the period 1990-1997, Newmont Mining expects that its total
equity production will equal approximately 14.8 million ounces, as compared to
a total of approximately 12.5 million equity ounces which it expects to be
produced over this period by Homestake. In addition, for the period 1994-1997,
Homestake's annual production is expected by Newmont Mining to be essentially
flat, while Newmont Mining expects its production to increase by an average of
14% in each year during this period.
During the 1990-1997 period, Newmont Mining's weighted average cash cost per
ounce of gold produced is estimated to be $202, compared to a weighted average
of $248 per ounce for Homestake (according to historical information and
publicly available analyst estimates). During the entire period 1990-1997,
Newmont Mining's average cash costs per ounce are expected to be significantly
less than Homestake's in each year of the period, with the minimum annual
difference being $31 per ounce. Thus, Newmont Mining has produced more gold
than Homestake at a significantly lower cost. Newmont Mining believes that in
the period from 1997 to 1999, a combined Newmont Mining/Santa Fe entity would
produce approximately 2.3 million more ounces of gold in the aggregate than a
Homestake/Santa Fe entity, and that production over that period would grow at
rates of 30% per year for Newmont Mining/Santa Fe, in comparison to 23% per
year for Homestake/Santa Fe. Moreover, during the period 1997-1998, Newmont
Mining estimates that a Newmont Mining/Santa Fe entity would produce gold at
an average cash cost that would be $33 per ounce less than the average cash
cost for Homestake/Santa Fe.
Profitability. Newmont Mining is significantly more profitable than
Homestake. For the period 1990-1996, Newmont Mining expects to achieve
cumulative net income of $729 million. Over the same period, Newmont Mining
expects Homestake to record an aggregate net loss of $189 million. Thus,
during the relevant period, Newmont Mining's aggregate net income is expected
to exceed Homestake's by approximately $920 million. During this period,
Newmont Mining expects to earn $59 per ounce produced, while Homestake is
estimated to lose $17 per ounce.
Balance Sheet Strength. Newmont Mining has engaged in extensive exploration
activity, as described above, while maintaining a strong balance sheet.
Newmont Mining's corporate debt rating from Standard & Poor's is BBB+, while
Homestake's corporate debt rating is lower at BBB. Newmont Mining believes
that its strong balance sheet will permit a combined Newmont Mining/Santa Fe
to have the flexibility to exploit the opportunities presented by the
combination.
Market Performance. Under each of the components of value discussed above,
Newmont Mining's performance is better and, in most instances, materially
better than Homestake's. Thus, it is logical to expect Newmont Mining's stock
market performance to be clearly superior to Homestake's, and it is. If a
Santa Fe stockholder had invested $100 on June 15, 1994 (the day Santa Fe
became a public company) in Newmont Mining shares, by December 4, 1996 (the
day before Newmont Mining announced its original acquisition proposal), that
investment would have been worth more than $122 (including reinvestment of
dividends). The same investment in Homestake would have been worth barely $81:
the investor would have lost money. Indeed, an investment in gold itself would
have yielded $96.56 -- a better return than Homestake stock over the same
period. The investment in Newmont Mining would be worth 50% more than the
investment in Homestake.
This outcome is not limited to the period since Santa Fe's initial public
offering: Newmont Mining's stock has outperformed Homestake's over the last
five years, increasing approximately 23% from 1990 through December 4, 1996,
as compared to Homestake's approximately 25% decrease.
Management. Newmont Mining believes that the performance of its shares
reflects its superior management team, its expertise in exploration and its
superior technology and operating skills, resulting in sustained growth and
profitability. Newmont Mining believes that the superior performance of its
shares reflects the market's judgment that it has been and will continue to be
more profitable and better positioned for future growth than Homestake.
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<PAGE>
Consummation of the Homestake/Santa Fe Merger would result in current Santa
Fe stockholders owning approximately 50% of the combined entity, as opposed to
only approximately 37% of a combined Newmont Mining/Santa Fe entity (and
approximately 32% of a combined Newmont Mining/Newmont Gold/Santa Fe entity).
Although not yet fully articulated, it appears that the senior management of a
combined Homestake/Santa Fe would be drawn liberally from the senior
management personnel of each company. In analyzing this, Santa Fe stockholders
should consider not only Homestake's historical performance but the results
achieved by Santa Fe since becoming a public company. Thus, the investment of
$100 made in Santa Fe Shares on June 15, 1994 would have been worth only
$81.79 at December 4, 1996, almost identical to Homestake's performance over
the same period and significantly below that of Newmont Mining.
The Benefits Newmont Mining and Homestake Bring to a Merger with Santa Fe
In addition to being a better company than Homestake, Newmont Mining's
particular combination of assets, experience and expertise will enable it to
bring far more value to a combination with Santa Fe than Homestake can.
Commitment to and Experience in Nevada/Operational Opportunities. Newmont
Mining has successfully managed significant changes in the production
characteristics in the gold-producing areas of northern Nevada, where the most
important productive assets of Newmont Mining and Santa Fe are located. There
are strong similarities in geological and metallurgical characteristics for
the Nevada properties owned by Newmont and Santa Fe. Underground mining is
rapidly increasing in importance as open pit mining has depleted many of the
most readily accessible ore bodies in the area. In addition, as the grade of
mineable ores declines, and the metallurgical characteristics change,
efficient operations and more sophisticated production methods assume ever
greater importance. Newmont Mining believes that its demonstrated ability to
successfully manage this transition in its own operations is directly
applicable to Santa Fe's operations in Nevada. Newmont Mining believes these
skills and expertise will enable it to maximize the cost-efficient production
from Santa Fe's existing mines resulting in the most productive exploration
and development of Santa Fe's acreage position.
Newmont Mining operates 11 mines in northern Nevada from which it expects to
produce 1.7 million ounces in 1996 and 1.8 million ounces in 1997. Its Nevada
reserves aggregate approximately 20.9 million ounces (as of December 31, 1995)
and its Nevada exploration properties total approximately 500,000 acres.
Newmont Mining discovered the Carlin Trend in northern Nevada and has been
operating in that region for 30 years. It has significant experience as a
result, especially in finding and processing complex Nevada ores, and it has
the ability to apply its experience to the Santa Fe properties which, in many
cases, are adjacent to Newmont Mining land positions. Newmont Mining's
technological capabilities are supported by its ownership and operation of the
only dedicated research and metallurgical laboratory in the gold mining
industry and a staff of 220 geoscientists and exploration geologists.
By contrast, Homestake's limited Nevada operations consist of minority
interests in two mines in Nevada which are operated by other companies and a
50% interest in a small mine for which it became the operator in December
1996. Newmont Mining estimates that Homestake's production from these Nevada
mines will be approximately 100,000 equity ounces in each of 1996 and 1997.
Its Nevada reserves aggregate approximately 3.5 million equity ounces and its
Nevada exploration properties are limited.
Newmont Mining believes the operational opportunities achievable in a merger
between Santa Fe and Homestake are minimal. In contrast, Newmont Mining will
be able to achieve significant operational benefits and cost savings by virtue
of its Nevada-based operations, experience and technology and its geographic
proximity to Santa Fe's Nevada operations. In addition to the more than $50
million of annual cost savings discussed below, Newmont Mining expects to
optimize the use of oxide mills, autoclaves, flotation units and gold roasters
of a combined Newmont Mining/Santa Fe
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<PAGE>
entity by taking advantage of shorter haul distances where appropriate,
thereby increasing production efficiency. It expects to create additional
value by using its proprietary bioleach technology to process low grade
refractory ores from Santa Fe's Twin Creeks mine by transporting certain ores
and concentrate from Santa Fe's mines for processing by Newmont Mining's
treatment facilities and utilizing Santa Fe's flotation technology for
treatment of certain of Newmont Mining's lower-grade ores.
These opportunities are important to the realization of the intermediate and
long-term potential of Santa Fe because they are expected to enable the
combined Newmont Mining/Santa Fe to develop their combined Nevada holdings
more quickly and cost-effectively and to yield considerably greater production
than could otherwise be achieved. The intermediate and long-term values
ultimately achieved as a result of the Newmont Mining/Santa Fe Merger will be
highly dependent on the skill of the combined company in exploiting Santa Fe's
potential.
Financial Synergies and Cost Savings. Newmont Mining's tremendous advantage
over Homestake in operational opportunities is paralleled by its opportunities
for cost savings and other financial synergies.
Newmont Mining's cost advantage relative to Homestake extends beyond its
current and historical production cost advantage. In connection with its
proposed acquisition of Santa Fe, Newmont Mining estimates that it can achieve
approximately $56 million in annual pre-tax cash savings in 1998, including
approximately $13 million of savings due to consolidation of Nevada-based
staffs, centralized purchasing, and improved equipment utilization, $30
million of savings due to refocused exploration and development efforts, and
$13 million of savings in general and administrative overhead, due principally
to the planned closing of Santa Fe's Albuquerque, New Mexico headquarters.
These estimated savings in 1998 would be offset by a non-cash accounting
charge that is estimated to be approximately $7 million in 1998 resulting from
differences in Santa Fe's policy for accounting for its deferred mining costs,
which is not as conservative as Newmont Mining's policy. The amount of this
non-cash accounting charge will vary from year-to-year. Unlike a
Homestake/Santa Fe combination, the combined Newmont Mining/Santa Fe entity
could be required to pay a one-time $65 million termination fee to Homestake
in the year the acquisition was completed.
By comparison, Homestake and Santa Fe have publicly projected an aggregate
of only $30 million in annual synergies or cost savings. These cost savings
are primarily attributable to closing Santa Fe's headquarters and taking
similar steps to reduce overhead and are of a nature which are sought to be
accomplished in a great many business combinations in a wide variety of
industries. Newmont Mining's anticipated savings are thus approximately 66%
greater than those Homestake anticipates it will be able to realize. These
cost savings are important because they have a direct impact upon the combined
entity's future profitability and therefore constitute a significant advantage
for Newmont Mining in enhancing the values to be achieved by Santa Fe's
stockholders.
Newmont Mining believes that the Offer and the Newmont Mining/Santa Fe
Merger, while providing superior value to Santa Fe's stockholders, will be
accretive for its own stockholders with respect to reserves and earnings per
share in the first full year of the combination and with respect to production
and cash flow per share in the second full year assuming a $370 per ounce
market gold price. In contrast, Newmont Mining believes the proposed Homestake
Merger would entail substantial dilution to the stockholders of Homestake
(although Homestake has indicated to the contrary).
The "Rerating" Myth: Why Newmont Adds Value, and Homestake Does Not. In its
public statements to the investment community following announcement of the
Homestake Merger Agreement, Homestake made it clear that without attractive
prospects of internally generated growth, it had little choice but to acquire
a company with reserves and growth capability. In addition, Homestake
expressed the view that the combination offered significant opportunities for
increased stockholder value due to rerating. In other words, Homestake and
Santa Fe have expressed the view
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<PAGE>
that by combining their assets, the stock price of a combined Homestake/Santa
Fe (which, for both companies, has traditionally lagged industry-leading
performance) will rise because the combined entity will be bigger.
Newmont Mining believes that Homestake's "rerating" claim is not borne out
by either logic or experience. What makes a gold mining company more
successful -- and what ultimately makes its stock more valuable -- is better
exploration success, higher production growth, lower operating costs, and
greater profitability. Without those attributes, size alone is not meaningful.
A 1996 combination of two gold producers, Battle Mountain Gold Company and
Hemlo Gold Mines Inc., strongly relied upon the opportunity for rerating as an
important basis for that transaction. The combined entity's stock market
performance has not resulted in a "rerating". Rather, for the period from
January 11, 1996 through December 4, 1996 the combined company's stock price
has declined by 24%. During the same period, the price of gold increased by
1%.
Homestake's own acquisition of International Corona Corporation in 1992 also
provides no evidence of "rerating". During the period from January 13, 1992
through December 4, 1996, Homestake's stock price has appreciated by only 6%,
while the price of gold increased by 4%. In contrast, the price of Newmont
Mining Common Stock increased by 46% during the same period, generated almost
entirely through internal growth.
The Bottom Line: A Stronger Company, a Better Deal. The company resulting
from a merger of Newmont Mining and Santa Fe will be the largest gold company
in North America: it will have nearly 50 million ounces of reserves; its
production is expected to increase almost one million ounces by 1999 (from
approximately 3.1 million ounces in 1996 to approximately 4.0 million ounces
in 1999); its total cash costs are expected to be less than $215 per ounce
through 1998; and it will combine companies with vast potential and the
technological capability and experience to exploit that potential.
Newmont Mining's superior exploration, reserves, production and
profitability, as well as the financial superiority of the Offer to the
Homestake proposal, make Newmont Mining the best choice for Santa Fe
stockholders. Newmont Mining is offering significantly more current value and
far greater prospects for future growth and appreciation.
Additional information regarding these matters is set forth in Newmont
Mining's presentation to shareholders included as Exhibit 99.6 to the
Registration Statement of which this Prospectus is a part. See "Available
Information."
Certain of the data with respect to Newmont Mining, Santa Fe and Homestake
contained in this section are "forward-looking statements" that are subject to
risks and uncertainties. See "Forward-Looking Statements" and "Risk Factors."
HOMESTAKE MERGER AGREEMENT
The following description of the Homestake Merger Agreement is qualified in
its entirety by reference to the text of such Agreement, a copy of which has
been filed by Santa Fe as an exhibit to the Santa Fe 8-K which is incorporated
herein by reference. See "Incorporation of Certain Information by Reference."
HOMESTAKE MERGER
The Homestake Merger Agreement provides that HMGLD, a wholly owned
subsidiary of Homestake, would be merged with and into Santa Fe, with Santa Fe
being the Surviving Corporation. The Homestake Merger would become effective
at the time the certificate of merger is filed with the Secretary of State of
the State of Delaware, or at such other time as specified in the certificate
of merger after the satisfaction or waiver of the latest to occur of the
conditions summarized below under "--Conditions of the Homestake Merger" (the
"Effective Time").
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CONSIDERATION
Under the terms of the Homestake Merger Agreement, each Santa Fe Share
(excluding Santa Fe Shares held directly or indirectly by Homestake, Santa Fe
or any of their respective subsidiaries) will be converted into the right to
receive 1.115 (subject to certain adjustments (as described below)) shares of
Homestake Common Stock (the "Conversion Number"). Each Santa Fe Share owned
directly or indirectly by Santa Fe, Homestake or any of their respective
subsidiaries will be cancelled. Each issued and outstanding share of capital
stock of HMGLD will be converted into a share of the Surviving Corporation's
common stock. The Conversion Number may be adjusted by Homestake and Santa Fe
by mutual agreement to preserve the economic benefits reasonably expected to
be received by Santa Fe and Homestake as a result of the consummation of the
transaction in the event (i) of any split, combination or reclassification of
Homestake Common Stock or the issuance or the authorization of any issuance of
any other securities in exchange or in substitution for Homestake Common
Stock, (ii) a Santa Fe Distribution Date, Santa Fe Share Acquisition Date or
Santa Fe Triggering Event occurs under the Santa Fe Rights Agreement or (iii)
under certain circumstances, a Distribution Date, Share Acquisition Date,
Triggering Event or Business Combination occurs under the Rights Agreement
dated as of October 16, 1987 between Homestake and The First National Bank of
Boston, as Rights Agent (as amended from time to time, the "Homestake Rights
Agreement").
REPRESENTATIONS AND WARRANTIES
The Homestake Merger Agreement contains certain representations and
warranties of Santa Fe including, among other things: (i) that no consents or
approvals of any governmental entity or third party which is not a
governmental entity are necessary to consummate the Homestake Merger and the
other transactions contemplated by the Homestake Merger Agreement, except as
disclosed in the Homestake Merger Agreement or, in the case of consents or
approvals from third parties which are not governmental entities, the failure
of which to obtain would not have a material adverse effect on Santa Fe;
(ii) that Santa Fe has filed all material reports, registrations and
statements required to be filed since January 1, 1995 with the Commission;
(iii) as to brokers; (iv) that there has been no event, change, effect or
development since September 30, 1996, except as disclosed in its documents
filed with the Commission prior to the date of the Homestake Merger Agreement,
that has had or, so far as reasonably can be foreseen, is likely to have,
individually or in the aggregate, a Santa Fe Material Adverse Effect (as
defined herein) on Santa Fe; (v) as to employee compensation; (vi) as to
actions and proceedings pending or threatened against Santa Fe; (vii) as to
employee benefit plans; (viii) that the documents filed by Santa Fe with the
Commission since January 1, 1995 did not contain any untrue statement of
material fact and did not omit any material fact necessary to make the
statements therein not misleading; (ix) as to governmental licenses and
permits, and compliance with laws, including relevant tax laws; (x) as to
material contracts; (xi) as to state takeover laws; (xii) that the information
to be provided by Santa Fe and its subsidiaries in the registration statement
and the joint proxy statement in connection with the Homestake Merger
Agreement will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein not misleading;
(xiii) as to compliance with environmental laws and worker safety laws; and
(xiv) that Santa Fe has taken all necessary action to render the Santa Fe
Rights Agreement inapplicable to the transaction. In addition, the Homestake
Merger Agreement contains representations and warranties by Santa Fe as to,
among other things, its organization, capitalization, ownership of its
material subsidiaries, authority to enter into the Homestake Merger Agreement
and the binding effect of the Homestake Merger Agreement. As used in the
Homestake Merger Agreement, a "Santa Fe Material Adverse Effect" is defined as
any act or omission that would (i) have a material adverse effect on the
business, properties, financial condition or results of operations of Santa Fe
and its subsidiaries, taken as a whole (other than effects relating to the
gold mining industry in general), or (ii) prevent Santa Fe from performing its
obligations under the Homestake Merger Agreement.
The Homestake Merger Agreement also contains similar representations and
warranties of Homestake.
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CONDITIONS OF THE HOMESTAKE MERGER
The respective obligations of each party to effect the Homestake Merger are
subject to the satisfaction at or prior to the Effective Time of the following
conditions: (i) the Homestake Merger Agreement shall have been approved by the
holders of a majority of the Santa Fe Shares (the "Santa Fe Stockholder
Approval"), and the issuance of Homestake Common Stock pursuant to the
Homestake Merger Agreement shall have been approved by the affirmative vote of
the holders of a majority of the shares of Homestake Common Stock ("Homestake
Stockholder Approval"); (ii) the shares of Homestake Common Stock issuable
upon consummation of the Homestake Merger shall have been authorized for
listing on the NYSE, subject to official notice of issuance; (iii) the waiting
periods (and any extensions thereof) applicable to the Homestake Merger
Agreement under the HSR Act shall have been terminated or expired and any
consents, approvals and filings under any foreign antitrust law, the absence
of which would prohibit the consummation of the Homestake Merger, shall have
been obtained; (iv) no temporary restraining order, preliminary or permanent
injunction or other order issued by any court of competent jurisdiction or
other legal restraint or prohibition preventing the consummation of the
Homestake Merger shall be in effect; (v) the registration statement on Form S-
4 for the Homestake Common Stock shall have become effective under the
Securities Act and no stop order suspending the effectiveness thereof shall
have been issued and no proceedings for that purpose shall have been initiated
or threatened by the Commission and Homestake shall have received all
necessary "blue sky" authorizations; (vi) Homestake shall have received a
letter from Coopers & Lybrand L.L.P. and Santa Fe shall have received a letter
from Price Waterhouse LLP, in each case stating that the Homestake Merger will
qualify as a pooling of interests transaction under Opinion 16 of the
Accounting Principles Board; and (vii) there shall not be pending any suit,
action or proceeding by any governmental entity (a) challenging the
acquisition of any Santa Fe Shares, seeking to restrain or prohibit the
consummation of the Homestake Merger or seeking to obtain from Santa Fe or
Homestake any damages that are material in relation to Santa Fe and its
subsidiaries taken as a whole, (b) seeking to prohibit or limit the ownership
or operation by Santa Fe or Homestake or any of their subsidiaries of any
material portion of the business or assets of Santa Fe or Homestake or any of
their subsidiaries or to compel Santa Fe or Homestake or any of their
subsidiaries to dispose of or hold separate any material portion of the
business or assets of Santa Fe or Homestake or any of their subsidiaries, as a
result of the Homestake Merger, (c) seeking to impose limitations on the
ability of Homestake to acquire or hold, or exercise full rights to acquire or
hold, or exercise full rights of ownership of, any shares of capital stock of
the Surviving Corporation, (d) seeking to prohibit Homestake from effectively
controlling in any material respect the business or operations of Santa Fe or
(e) which otherwise is reasonably likely to have a Santa Fe Material Adverse
Effect or a Homestake Material Adverse Effect (which is defined similarly to
Santa Fe Material Adverse Effect, except with reference to Homestake and its
subsidiaries).
The obligation of Homestake to effect the Homestake Merger is also subject
to the satisfaction or waiver by Homestake at or prior to the Effective Time
of the following conditions: (i) the representations and warranties of Santa
Fe set forth in the Homestake Merger Agreement that are qualified as to
materiality shall be true and correct, and the representations and warranties
of Santa Fe set forth in the Homestake Merger Agreement that are not so
qualified shall be true and correct in all material respects, as of the date
of the Homestake Merger Agreement and, except to the extent such
representations and warranties speak as of an earlier date, as of the Closing
Date (as defined in the Homestake Merger Agreement) and Homestake shall have
received a certificate on behalf of Santa Fe to such effect; (ii) Santa Fe
shall have performed in all material respects all of its obligations under the
Homestake Merger Agreement at or prior to the Closing Date and Homestake shall
have received a certificate on behalf of Santa Fe to such effect; (iii)
Homestake shall have received the letters from Santa Fe affiliates referenced
in the Homestake Merger Agreement; (iv) Homestake shall have received an
opinion of its counsel, in form and substance reasonably satisfactory to
Homestake, that the Homestake Merger will be treated for U.S. Federal income
tax purposes as a reorganization within
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the meaning of Section 368(a) of the Code; and (v) there shall not have
occurred since the date of the Homestake Merger Agreement any event change,
effect or development which, individually or in the aggregate, has had or is
reasonably likely to have a Santa Fe Material Adverse Effect.
The obligation of Santa Fe to effect the Homestake Merger is also subject to
the satisfaction or waiver by Santa Fe at or prior to the Effective Time of
the following conditions: (i) the representations and warranties of Homestake
set forth in the Homestake Merger Agreement that are qualified as to
materiality shall be true and correct, and the representations and warranties
of Santa Fe set forth in the Homestake Merger Agreement that are not so
qualified shall be true and correct in all material respects, as of the date
of the Homestake Merger Agreement and, except to the extent such
representations and warranties speak as of an earlier date, as of the Closing
Date, and Santa Fe shall have received a certificate on behalf of Homestake to
such effect; (ii) Homestake shall have performed in all material respects all
of its obligations under the Homestake Merger Agreement at or prior to the
Closing Date; (iii) Homestake shall have received the letters from Santa Fe
affiliates referenced in the Homestake Merger Agreement; (iv) Santa Fe shall
have received an opinion of its counsel, in form and substance reasonably
satisfactory to Santa Fe, that the Homestake Merger will be treated for U.S.
Federal income tax purposes as a reorganization within the meaning of Section
368(a) of the Code; and (v) there shall not have occurred, since the date of
the Homestake Merger Agreement, any event, change, effect or development which
individually or in the aggregate, has had or is reasonably likely to have, a
Homestake Material Adverse Effect.
CERTAIN COVENANTS
The Homestake Merger Agreement provides for certain covenants pending the
Effective Time. Generally, Homestake and Santa Fe shall, and shall cause their
respective subsidiaries to, (i) conduct their businesses in the usual, regular
and ordinary course consistent with past practices and (ii) use their
reasonable efforts to preserve intact their respective business organizations,
employees and business relationships. The Homestake Merger Agreement also
restricts, among other things, the ability of Homestake and Santa Fe and their
respective subsidiaries to (i) increase dividends or redeem, repurchase or
reclassify capital stock, (ii) issue, deliver, sell, grant, pledge or
otherwise encumber shares of their capital stock, (iii) dispose of or encumber
assets (other than sales of real property having an aggregate fair market
value of less than $20 million or encumbrances in the ordinary course of
business), (iv) make any material acquisitions, (v) increase employee
compensation (other than pursuant to existing employment agreements or as
required by applicable laws), (vi) incur any indebtedness, except for short-
term borrowings incurred in the ordinary course of business, (vii) make any
new capital expenditures that in the aggregate are in excess of $25 million
above the aggregate amount currently budgeted, (viii) amend their respective
certificates of incorporation and by-laws, (ix) make any material tax election
except to the extent already provided for in documents filed with the
Commission, (x) make any amendment to any Employee Stock Plan (as defined
therein) and (xi) terminate or amend on terms less favorable to itself any
agreement filed as an exhibit to any documents filed with the Commission.
Santa Fe has agreed not to, and not to permit any of its subsidiaries to,
authorize or permit any of their respective officers, employees or agents to
directly or indirectly solicit, initiate or encourage any inquiries relating
to, or the making of any proposal which constitutes a Santa Fe Takeover
Proposal (as hereinafter defined) or participate in any discussions or
negotiations, or provide third parties with any non-public information,
relating to any such inquiry or proposal or otherwise facilitate any effort or
attempt to make or implement a Santa Fe Takeover Proposal, unless, in the case
of a Santa Fe Takeover Proposal that was not solicited and did not otherwise
result from the initiation or encouragement of inquiries relating to a Santa
Fe Takeover Proposal, the Santa Fe Board, after having consulted with counsel
and its financial advisors, has reasonably determined in good faith that the
failure to do so would create a reasonable possibility of a breach by the
members of the Santa Fe Board of their fiduciary duties. Santa Fe shall
immediately advise Homestake following the receipt by
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it of any Santa Fe Takeover Proposal and the details thereof, and advise
Homestake of any developments with respect to such Santa Fe Takeover Proposal,
immediately upon the occurrence thereof. The term "Santa Fe Takeover
Proposal," as used in the Homestake Merger Agreement, is defined as any
proposal for a merger, consolidation or other business combination involving
Santa Fe or any of its respective subsidiaries or any proposal or offer to
acquire more than 30% of any class of voting securities of Santa Fe or any of
its Significant Subsidiaries (as defined in the Homestake Merger Agreement).
Santa Fe has also agreed to hold a meeting of its stockholders for the purpose
of obtaining the approvals of such stockholders required in connection with
the Homestake Merger Agreement and to cause the Santa Fe Board to recommend
that its stockholders approve the matters to be voted on by such stockholders
in connection with the Homestake Merger, except that the Santa Fe Board may
fail to make such recommendation (or withdraw, modify or change such
recommendation in a manner adverse to the other party) if a Santa Fe Takeover
Proposal is pending and the Santa Fe Board, after having consulted with
counsel and its financial advisors, determines in good faith, after
considering, among other things, whether such Santa Fe Takeover Proposal is
more favorable to Santa Fe stockholders than the transactions contemplated by
the Homestake Merger Agreement, that the failure to take such action would
create a reasonable possibility of a breach of the fiduciary duties of the
members of the Santa Fe Board under applicable law.
Homestake has agreed not to, and not to permit any of its subsidiaries to,
authorize or permit any of their respective officers, employees or agents to
directly or indirectly solicit, initiate or encourage any inquires relating
to, or the making of, any proposal which constitutes, a Homestake Takeover
Proposal (as hereinafter defined), or participate in any discussions or
negotiations, or provide third parties with any non-public information,
relating to any such inquiry or proposal or otherwise facilitate any effort or
attempt to make or implement a Homestake Takeover Proposal, unless, in the
case of a Homestake Takeover Proposal that was not solicited and did not
otherwise result from the initiation or encouragement of inquiries relating to
a Homestake Takeover Proposal, the Board of Directors of Homestake (the
"Homestake Board"), after having consulted with counsel and its financial
advisors, has reasonably determined in good faith that the failure to do so
would cause the members of the Homestake Board to breach their fiduciary
duties. Homestake shall immediately advise Santa Fe following the receipt by
it of any Homestake Takeover Proposal and the details thereof, and advise
Santa Fe of any developments with respect to such Homestake Proposal,
immediately upon the occurrence thereof. The term "Homestake Takeover
Proposal" means, with respect to any person, any tender or exchange offer,
proposal for a merger, consolidation or other business combination involving
Homestake or any of its subsidiaries or any proposal or offer to acquire more
than 30% of any class of voting securities of Homestake or any of its
Significant Subsidiaries (as such term is defined in the Homestake Merger
Agreement). Homestake has also agreed to hold a meeting of its stockholders
for the purpose of obtaining the approvals of such stockholders required in
connection with the Homestake Merger Agreement and to cause the Homestake
Board to recommend that its stockholders approve the matters to be voted on by
such stockholders in connection with the Homestake Merger, except that the
Homestake Board may fail to make such recommendation (or withdraw, modify or
change such recommendation in a manner adverse to the other party) if a
Homestake Takeover Proposal is pending and the Homestake Board, after having
consulted with counsel and its financial advisors, determines in good faith
after considering, among other things, whether such Homestake Takeover
Proposal is more favorable to Homestake stockholders than the transactions
contemplated by the Homestake Merger Agreement, that the failure to take such
action would create a reasonable possibility of a breach of the fiduciary
duties of the members of the Homestake Board under applicable law.
MANAGEMENT; BOARD OF DIRECTORS
The Homestake Merger Agreement provides that at the Effective Time, the
individuals who are the directors of HMGLD immediately prior to the Effective
Time shall be the directors of the Surviving
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Corporation until thereafter they cease to be directors in accordance with the
DGCL and the Certificate of Incorporation and By-Laws of the Surviving
Corporation. The individuals who are the officers of Santa Fe immediately
prior to the Effective Time shall be the officers of the Surviving Corporation
until thereafter they cease to be officers in accordance with the DGCL and the
Certificate of Incorporation and By-Laws of the Surviving Corporation.
The Homestake Merger Agreement also provides that the Homestake Board shall
take such corporate actions as are necessary to provide that, at the Effective
Time of the Homestake Merger, (i) the number of directors of Homestake shall
be reduced from 13 to 12 and (ii) the Homestake Board shall consist of (a)
five individuals who were members of the Homestake Board immediately prior to
the Effective Time, with Mr. Jack E. Thompson to be the Chairman of the
Homestake Board, such five individuals selected by the Homestake Board (b)
five individuals who were members of the Santa Fe Board immediately prior to
the Effective Time, such five individuals selected by the Santa Fe Board and
(c) two individuals selected by the 10 individuals who are selected as
directors of Homestake pursuant to subclauses (a) and (b) above. The Homestake
Merger Agreement also provides that the Santa Fe Board shall be permitted to
reject up to two of such five individuals selected by the Homestake Board
(other than Jack E. Thompson), in which case the Homestake Board shall
thereafter select another individual or individuals, as applicable. If the
Santa Fe Board shall have only rejected one individual in the first instance,
it shall be permitted to reject the replacement individual, in which case the
Homestake Board shall select another individual in lieu of such rejected
replacement individual. The Homestake Merger Agreement provides the Homestake
Board with similar rights to reject up to two of the five individuals selected
by the Santa Fe Board.
The Homestake Merger Agreement also provides that the Homestake Board shall
take such corporate actions as are necessary to provide that, effective as of
the Effective Time, Patrick M. James, President and Chief Executive Officer of
Santa Fe, shall be President and Chief Operating Officer of Homestake, and
that Jack E. Thompson, President and Chief Executive Officer of Homestake,
shall be Chairman of the Board and Chief Executive Officer of Homestake.
TERMINATION
The Homestake Merger Agreement may be terminated at any time prior to the
Effective Time:
(a) by mutual written consent of Homestake, HMGLD and Santa Fe; or
(b) by either Homestake or Santa Fe: (i) if, at a duly held stockholders
meeting of Santa Fe or any adjournment thereof at which Santa Fe
stockholder approval is voted upon, Santa Fe stockholder approval shall not
have been obtained; (ii) if, at a duly held stockholders meeting of
Homestake or any adjournment thereof at which the Homestake stockholder
approval is voted upon, the Homestake stockholder approval shall not have
been obtained; (iii) if the Homestake Merger shall not have been
consummated on or before June 30, 1997 (the "Outside Date"), unless the
failure to consummate the Homestake Merger is the result of a wilful,
material breach of the Homestake Merger Agreement by the party seeking to
terminate the Homestake Merger Agreement; (iv) if any court of competent
jurisdiction or other governmental entity shall have issued an order,
decree or ruling or taken any other action permanently enjoining,
restraining or otherwise prohibiting the Homestake Merger and such order,
decree, ruling or other action shall have become final and non-appealable;
or (v) in the event of a breach by the other party of any representation,
warranty, covenant or other agreement contained in the Homestake Merger
Agreement which (A) would give rise to the failure of a condition regarding
the truth of representations and warranties made by each party and the
performance of obligations of each party and (B) cannot be or has not been
cured within 30 days after the giving of written notice to the breaching
party of such breach (provided that the terminating party is not then in
breach of any representation, warranty, covenant or other agreement that
would give rise to a failure of a condition as described in clause (A)
above);
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(c) by Homestake in the event that the condition to the obligation of
Homestake to effect the Homestake Merger relating to the receipt of a
pooling-of-interests letter from Homestake's outside auditors, or any other
condition to Homestake's obligations that is not a mutual condition, is not
capable of being satisfied prior to the Outside Date;
(d) by Santa Fe in the event that the condition to the obligation of
Santa Fe to effect the Homestake Merger relating to the receipt of a
pooling-of-interests letter from Santa Fe's outside auditors, or any other
condition to Santa Fe's obligations that is not a mutual condition, is not
capable of being satisfied prior to the Outside Date;
(e) by Santa Fe, if the Santa Fe Board shall have approved, and Santa Fe
shall concurrently with such termination enter into, a definitive agreement
providing for the implementation of the transactions contemplated by a
Santa Fe Takeover Proposal; provided, however, that (i) such Santa Fe
Takeover Proposal was not solicited by Santa Fe and did not otherwise
result from a breach of the covenant relating to no solicitation by Santa
Fe, (ii) the Santa Fe Board shall have complied with the covenant to
provide Homestake with an opportunity to respond to such Santa Fe Takeover
Proposal and (iii) Santa Fe simultaneously pays to Homestake a break-up fee
of $65 million;
(f) by Homestake, if the Homestake Board shall have approved, and
Homestake shall concurrently with such termination enter into, a definitive
agreement providing for the implementation of the transactions contemplated
by a Homestake Takeover Proposal; provided, however, that (i) such
Homestake Takeover Proposal was not solicited by Homestake and did not
otherwise result from a breach of the covenant relating to no solicitation
by Homestake, (ii) the Homestake Board shall have complied with the
covenant to provide Santa Fe with an opportunity to respond to such
Homestake Takeover Proposal and (iii) Homestake simultaneously pays to
Santa Fe a break-up fee of $65 million;
(g) by Santa Fe, if Homestake's Board of Directors shall have (i) failed
to recommend to Homestake's stockholders that they give the Homestake
Stockholder Approval, (ii) withdrawn or modified in a manner adverse to
Santa Fe its recommendation to Homestake's stockholders that they give the
Homestake Stockholder Approval or (iii) failed to reaffirm its
recommendation to Homestake's stockholders that they give the Homestake
Stockholder Approval within fourteen days after Santa Fe has made a written
request to Homestake to do so (which written request may be made by Santa
Fe at any time after the public disclosure of a Homestake Takeover
Proposal); and
(h) by Homestake, if the Santa Fe Board shall have (i) failed to
recommend to Santa Fe's stockholders that they give Santa Fe Stockholder
Approval, (ii) withdrawn or modified in a manner adverse to Homestake its
recommendation to Santa Fe's stockholders that they give Santa Fe
Stockholder Approval or (iii) failed to reaffirm its recommendation to
Santa Fe's stockholders that they give the Santa Fe Stockholder Approval
within fourteen days after Homestake has made a written request to Santa Fe
to do so (which written request may be made by Homestake at any time after
the public disclosure of a Santa Fe Takeover Proposal).
EFFECT OF TERMINATION
In the event that any person shall make a Santa Fe Takeover Proposal that
shall not have been withdrawn on the date of a duly called, noticed and
convened meeting of Santa Fe stockholders for the purpose of obtaining
approval of Santa Fe stockholders necessary to approve the Homestake Merger
Agreement ("Santa Fe Stockholder Approval") and the Homestake Merger Agreement
is terminated because (i) Santa Fe Stockholder Approval shall not have been
obtained, (ii) Santa Fe shall have approved a Santa Fe Takeover Proposal or
(iii) Homestake terminated the Homestake Merger Agreement because the Santa Fe
Board failed to recommend that the Santa Fe stockholders approve the Homestake
Merger, then Santa Fe shall pay Homestake $65 million.
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In the event that any person shall make a Homestake Takeover Proposal that
shall not have been withdrawn on the date of a duly called, noticed and
convened meeting of Homestake stockholders for the purpose of obtaining
approval of Homestake stockholders necessary to approve the issuance of shares
pursuant to the Homestake Merger and an amendment to Homestake's Restated
Certificate of Incorporation to increase the number of authorized shares of
Homestake Common Stock ("Homestake Stockholder Approval") and thereafter the
Homestake Merger Agreement is terminated because (i) Homestake Stockholder
Approval shall not have been obtained, (ii) Homestake shall have approved a
Homestake Takeover Proposal or (iii) Santa Fe terminated the Homestake Merger
Agreement because the Homestake Board failed to recommend that the Homestake
stockholders approve the Homestake Merger, then Homestake shall pay Santa Fe
$65 million.
In the event of termination (i) by Santa Fe or Homestake because Santa Fe
Stockholder Approval shall not have been obtained or (ii) by Homestake because
of a breach of a covenant by Santa Fe contained in the Homestake Merger
Agreement, then Santa Fe shall reimburse Homestake for all reasonable out-of-
pocket expenses (up to $5 million).
In the event of termination (i) by Homestake or Santa Fe because Homestake
Stockholder Approval shall not have been obtained or (ii) by Santa Fe because
of a breach of a covenant by Homestake contained in the Homestake Merger
Agreement, then Homestake shall reimburse Santa Fe for all reasonable out-of-
pocket expenses (up to $5 million).
Newmont Mining has requested the Santa Fe Board to enter into immediate
negotiations with Newmont Mining with respect to the Offer and to terminate
the Homestake Merger Agreement in accordance with its terms, so that Santa Fe
can enter into a merger with Newmont Mining. In connection with the Offer,
Newmont Mining will commence a solicitation of proxies from Santa Fe's
stockholders against approval of the Homestake Merger Agreement. If the Santa
Fe Board proceeds to submit the Homestake Merger Agreement to a vote of Santa
Fe's stockholders and such stockholders do not approve the Homestake Merger
Agreement, Newmont Mining believes that the Santa Fe Board should respect the
vote of the Santa Fe stockholders and enter into a merger with Newmont Mining
on the terms described herein. THIS PROSPECTUS AND THE OFFER MADE HEREBY DO
NOT CONSTITUTE A SOLICITATION OF ANY PROXIES FROM SANTA FE'S STOCKHOLDERS. ANY
SUCH SOLICITATION WILL BE MADE ONLY PURSUANT TO SEPARATE PROXY SOLICITATION
MATERIALS COMPLYING WITH THE REQUIREMENTS OF SECTION 14(A) OF THE EXCHANGE
ACT.
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THE OFFER
GENERAL
Newmont Mining hereby offers, upon the terms and subject to the conditions
of the Offer, to exchange 0.40 of a share of Newmont Mining Common Stock for
each outstanding Santa Fe Share validly tendered on or prior to the Expiration
Date and not withdrawn.
Tendering stockholders will not be obligated to pay any charges or expenses
of the Exchange Agent or any brokerage commissions. Except as set forth in the
instructions to the Letter of Transmittal, transfer taxes on the exchange of
Santa Fe Shares pursuant to the Offer will be paid by or on behalf of Newmont
Mining.
The purpose of the Offer is for Newmont Mining to acquire control of, and
ultimately the entire common equity interest in, Santa Fe. Newmont Mining
intends, as soon as practicable after consummation of the Offer, to seek to
have Santa Fe consummate the Newmont Mining/Santa Fe Merger with Newmont
Mining in which each outstanding Santa Fe Share (except for Santa Fe Shares
held by Santa Fe, Newmont Mining or any of their respective subsidiaries)
would be converted into the right to receive 0.40 of a share of Newmont Mining
Common Stock. See "--Purpose of the Offer; the Newmont Mining/Santa Fe
Merger."
Newmont Mining's obligation to exchange shares of Newmont Mining Common
Stock for Santa Fe Shares pursuant to the Offer is conditioned upon
satisfaction of the Minimum Tender Condition, the Rights Plan Condition, the
DGCL 203 Condition, the Pooling Condition, the Homestake Merger Agreement
Condition, the Newmont Mining Stockholder Approval Condition, the HSR
Condition and certain other conditions. See "--Conditions of the Offer."
Stockholders will be required to tender one Santa Fe Right for each Santa Fe
Share tendered in order to effect a valid tender of Santa Fe Shares, unless
the Santa Fe Rights have been redeemed. The Santa Fe Rights are currently
evidenced by the certificates for the Santa Fe Shares and the tender by a
stockholder of his Santa Fe Shares prior to the Santa Fe Distribution Date
will also constitute a tender of the associated Santa Fe Rights. No separate
payment will be made by Newmont Mining for the Santa Fe Rights pursuant to the
Offer. Upon the earlier to occur of (i) the close of business 10 days
following a public announcement that a person or group of associated or
affiliated persons other than Homestake (a "Santa Fe Acquiring Person"), has
acquired beneficial ownership of 15% or more of the outstanding Santa Fe
Shares or (ii) the close of business 15 business days (or such later date as
may be determined by action of the Santa Fe Board prior to such time as any
person becomes a Santa Fe Acquiring Person) following the commencement of, or
a public announcement of an intention to commence, a tender offer or exchange
offer upon consummation of which such person or group would be the beneficial
owner of 15% or more of such outstanding Santa Fe Shares (the earlier of such
dates being called the "Santa Fe Distribution Date"), separate certificates
evidencing the Santa Fe Rights will be mailed to holders of record of the
Santa Fe Shares as soon as practicable after the Santa Fe Distribution Date,
and such separate Santa Fe Rights certificates alone will evidence the Santa
Fe Rights. The Santa Fe Distribution Date will occur on January 29, 1997
(i.e., the fifteenth business day following the public announcement by Newmont
Mining of its intention to commence the Offer) unless prior to such date the
Santa Fe Board determines to choose a later date as the Santa Fe Distribution
Date. The Homestake Merger Agreement provides that, unless requested in
writing by Homestake, the Santa Fe Board shall not be permitted to make the
determination set forth in the preceding sentence prior to the time that Santa
Fe's stockholders meet to vote on the Homestake Merger.
If the Santa Fe Distribution Date occurs and separate certificates
representing the Santa Fe Rights are distributed by Santa Fe or the Rights
Agent to holders of Santa Fe Shares prior to the time a holder's Santa Fe
Shares are tendered pursuant to the Offer, certificates representing a number
of
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Santa Fe Rights equal to the number of Santa Fe Shares tendered must be
delivered to the Exchange Agent, or, if available, a book-entry confirmation
received by the Exchange Agent with respect thereto, in order for such Santa
Fe Shares to be validly tendered. If the Santa Fe Distribution Date occurs and
separate certificates representing the Santa Fe Rights are not distributed
prior to the time Santa Fe Shares are tendered pursuant to the Offer, Santa Fe
Rights may be tendered prior to a stockholder receiving the certificates for
Santa Fe Rights by use of the guaranteed delivery procedure described under
"--Procedure for Tendering" below.
According to the Homestake Merger Agreement which is filed as an exhibit to
the Santa Fe 8-K, as of December 5, 1996, there were 131,459,422 Santa Fe
Shares outstanding and 1,521,912 Santa Fe Shares were issuable upon exercise
of outstanding employee or outside director stock options granted pursuant to
certain existing employee stock plans of Santa Fe. As of the date of this
Prospectus, Newmont Mining and its subsidiaries beneficially owned 4,800 Santa
Fe Shares. In the event that Newmont Mining acquires all the Santa Fe Shares
pursuant to the Offer and/or the Newmont Mining/Santa Fe Merger, former
stockholders of Santa Fe would own approximately 35% of the outstanding shares
of Newmont Mining Common Stock on a fully-diluted basis, based on the number
of Santa Fe Shares and options to acquire Santa Fe Shares outstanding on
December 5, 1996, as represented in the Homestake Merger Agreement. If 90% of
the Santa Fe Shares are tendered in the Offer, such ownership percentage would
be approximately 32%.
Requests are being made to Santa Fe for use of Santa Fe's stockholder list
and security position listings for the purpose of communications with
stockholders and disseminating the Offer to holders of Santa Fe Shares. This
Prospectus and the related Letter of Transmittal and other relevant materials
may be mailed to record holders of Santa Fe Shares and may be furnished to
brokers, dealers, commercial banks, trust companies and similar persons whose
names, or the names of whose nominees, appear on the stockholder list or, if
applicable, who are listed as participants in a clearing agency's security
position listing for subsequent transmittal to beneficial owners of Santa Fe
Shares by Newmont Mining following receipt of such list or listings from Santa
Fe.
TIMING OF THE OFFER
The Offer is scheduled to expire at 12:00 midnight, New York City time on
, 1997. See "--Extension, Termination and Amendment."
Santa Fe has announced that it intends to schedule a stockholders meeting to
vote on the Homestake Merger Agreement. Newmont Mining will commence a
solicitation of proxies from Santa Fe's stockholders against approval of the
Homestake Merger Agreement. If the Santa Fe Board proceeds to submit the
Homestake Merger Agreement to a vote of Santa Fe's stockholders and such
stockholders do not approve the Homestake Merger Agreement, Newmont Mining
believes that the Santa Fe Board should respect the vote of the Santa Fe
stockholders and enter into a merger with Newmont Mining on the terms
described herein.
Newmont Mining intends to call a special meeting of its stockholders to be
held as soon as reasonably practicable after the effective date of the
Registration Statement for the purpose of obtaining the approvals necessary to
satisfy the Newmont Mining Stockholder Approval Condition.
EXTENSION, TERMINATION AND AMENDMENT
Newmont Mining expressly reserves the right, in its sole discretion, at any
time or from time to time, to extend the period of time during which the Offer
is to remain open by giving oral or written
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notice of such extension to the Exchange Agent, which extension must be
announced no later than 9:00 A.M., New York City time, on the next business
day after the previously scheduled Expiration Date. There can be no assurance
that Newmont Mining will exercise its right to extend the Offer. However, it
is Newmont Mining's current intention to extend the Offer until all conditions
have been satisfied or waived. During any such extension, all Santa Fe Shares
previously tendered and not withdrawn will remain subject to the Offer,
subject to the right of a tendering stockholder to withdraw his Santa Fe
Shares. See "--Withdrawal Rights."
Subject to the applicable rules and regulations of the Commission, Newmont
Mining also reserves the right, in its sole discretion, at any time or from
time to time, (i) to delay acceptance for exchange of or, regardless of
whether such Santa Fe Shares were theretofore accepted for exchange, exchange
of any Santa Fe Shares pursuant to the Offer or to terminate the Offer and not
accept for exchange or exchange any Santa Fe Shares not theretofore accepted
for exchange, or exchanged, upon the failure of any of the conditions of the
Offer to be satisfied and (ii) to waive any condition (other than the Newmont
Mining Stockholder Approval Condition, the HSR Condition and the condition
relating to the effectiveness of the Registration Statement) or otherwise
amend the Offer in any respect, by giving oral or written notice of such
delay, termination or amendment to the Exchange Agent and by making a public
announcement thereof. Any such extension, termination, amendment or delay will
be followed as promptly as practicable by public announcement thereof, such
announcement in the case of an extension to be issued no later than 9:00 A.M.,
New York City time, on the next business day after the previously scheduled
Expiration Date. Subject to applicable law (including Rules 14d-4(c) and 14d-
6(d) under the Exchange Act, which require that any material change in the
information published, sent or given to stockholders in connection with the
Offer be promptly disseminated to stockholders in a manner reasonably designed
to inform stockholders of such change) and without limiting the manner in
which Newmont Mining may choose to make any public announcement, Newmont
Mining shall have no obligation to publish, advertise or otherwise communicate
any such public announcement other than by making a release to the Dow Jones
News Service.
Newmont Mining confirms that if it makes a material change in the terms of
the Offer or the information concerning the Offer, or if it waives a material
condition of the Offer, Newmont Mining will extend the Offer to the extent
required under the Exchange Act. If, prior to the Expiration Date, Newmont
Mining shall increase or decrease the percentage of Santa Fe Shares being
sought or the consideration offered to holders of Santa Fe Shares, such
increase or decrease shall be applicable to all holders whose Santa Fe Shares
are accepted for exchange pursuant to the Offer, and, if at the time notice of
any such increase or decrease is first published, sent or given to holders of
Santa Fe Shares, the Offer is scheduled to expire at any time earlier than the
tenth business day from and including the date that such notice is first so
published, sent or given, the Offer will be extended until the expiration of
such ten business-day period. For purposes of the Offer, a "business day"
means any day other than a Saturday, Sunday or federal holiday and consists of
the time period from 12:01 A.M. through 12:00 midnight, New York City time.
EXCHANGE OF SANTA FE SHARES; DELIVERY OF NEWMONT MINING COMMON STOCK
Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension
or amendment), Newmont Mining will accept for exchange, and will exchange,
Santa Fe Shares validly tendered and not withdrawn as promptly as practicable
after the Expiration Date. In addition, subject to applicable rules of the
Commission, Newmont Mining expressly reserves the right to delay acceptance
for exchange or the exchange of Santa Fe Shares in order to comply with any
applicable law. In all cases, exchange of Santa Fe Shares tendered and
accepted for exchange pursuant to the Offer will be made only after timely
receipt by the Exchange Agent of certificates for such Santa Fe Shares (or a
confirmation of a book-entry transfer of such Santa Fe Shares in the Exchange
Agent's account at The Depository Trust Company, the
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Midwest Securities Trust Company, or the Philadelphia Depository Trust Company
(each, a "Book-Entry Transfer Facility" and collectively, the "Book-Entry
Transfer Facilities")), a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) and any other required documents.
For purposes of the Offer, Newmont Mining will be deemed to have accepted
for exchange Santa Fe Shares validly tendered and not withdrawn as, if and
when Newmont Mining gives oral or written notice to the Exchange Agent of its
acceptance of the tenders of such Santa Fe Shares pursuant to the Offer.
Delivery of Newmont Mining Common Stock in exchange for Santa Fe Shares
pursuant to the Offer and cash in lieu of fractional shares of Newmont Mining
Common Stock will be made by the Exchange Agent as soon as practicable after
receipt of such notice. The Exchange Agent will act as agent for tendering
stockholders for the purpose of receiving Newmont Mining Common Stock and cash
to be paid in lieu of fractional shares of Newmont Mining Common Stock from
Newmont Mining and transmitting such Newmont Mining Common Stock and cash to
tendering stockholders. Under no circumstances will interest with respect to
fractional shares be paid by Newmont Mining by reason of any delay in making
such exchange.
If any tendered Santa Fe Shares are not accepted for exchange pursuant to
the terms and conditions of the Offer for any reason, or if certificates are
submitted for more Santa Fe Shares than are tendered, certificates for such
unexchanged Santa Fe Shares will be returned without expense to the tendering
stockholder or, in the case of Santa Fe Shares tendered by book-entry transfer
of such Santa Fe Shares into the Exchange Agent's account at a Book-Entry
Transfer Facility pursuant to the procedures set forth below under "--
Procedure for Tendering," such Santa Fe Shares will be credited to an account
maintained within such Book-Entry Transfer Facility, as soon as practicable
following expiration or termination of the Offer.
CASH IN LIEU OF FRACTIONAL SHARES OF NEWMONT MINING COMMON STOCK
No certificates representing fractional shares of Newmont Mining Common
Stock will be issued pursuant to the Offer. In lieu thereof, each tendering
stockholder who would otherwise be entitled to a fractional share of Newmont
Mining Common Stock will receive cash in an amount equal to such fraction
(expressed as a decimal and rounded to the nearest 0.01 of a share) multiplied
by the closing price for shares of Newmont Mining Common Stock on the NYSE
Composite Tape on the date such stockholder's Santa Fe Shares are accepted for
exchange by Newmont Mining.
WITHDRAWAL RIGHTS
Tenders of Santa Fe Shares made pursuant to the Offer are irrevocable,
except that Santa Fe Shares tendered pursuant to the Offer may be withdrawn at
any time prior to the Expiration Date, and, unless theretofore accepted for
exchange by Newmont Mining pursuant to the Offer, may also be withdrawn at any
time after , 1997.
For a withdrawal to be effective, a written, telegraphic, telex or facsimile
transmission notice of withdrawal must be timely received by the Exchange
Agent at one of its addresses set forth on the back cover of this Prospectus
and must specify the name of the person having tendered the Santa Fe Shares to
be withdrawn, the number of Santa Fe Shares to be withdrawn and the name of
the registered holder, if different from that of the person who tendered such
Santa Fe Shares.
The signature(s) on the notice of withdrawal must be guaranteed by a
financial institution (including most banks, savings and loan associations and
brokerage houses) which is a participant in the Securities Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Signature Program or
the Stock Exchange Medallion Program (an "Eligible Institution") unless such
Santa Fe Shares have been tendered for the account of any Eligible
Institution. If Santa Fe Shares have been tendered pursuant to the procedures
for book-entry tender as set forth below under "--Procedure for
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Tendering," any notice of withdrawal must specify the name and number of the
account at the Book-Entry Transfer Facility to be credited with the withdrawn
Santa Fe Shares and must otherwise comply with such Book-Entry Transfer
Facility's procedures. If certificates have been delivered or otherwise
identified to the Exchange Agent, the name of the registered holder and the
serial numbers of the particular certificates evidencing the Santa Fe Shares
withdrawn must also be furnished to the Exchange Agent as aforesaid prior to
the physical release of such certificates. All questions as to the form and
validity (including time of receipt) of any notice of withdrawal will be
determined by Newmont Mining, in its sole discretion, which determination
shall be final and binding. Neither Newmont Mining, the Exchange Agent, the
Information Agent, the Dealer Manager nor any other person will be under any
duty to give notification of any defects or irregularities in any notice of
withdrawal or will incur any liability for failure to give any such
notification. Any Santa Fe Shares properly withdrawn will be deemed not to
have been validly tendered for purposes of the Offer. However, withdrawn Santa
Fe Shares may be retendered by following one of the procedures described under
"--Procedure for Tendering" at any time prior to the Expiration Date.
A withdrawal of Santa Fe Shares shall also constitute a withdrawal of the
associated Santa Fe Rights. Santa Fe Rights may not be withdrawn unless the
associated Santa Fe Shares are also withdrawn.
PROCEDURE FOR TENDERING
For a stockholder to validly tender Santa Fe Shares pursuant to the Offer,
(i) a properly completed and duly executed Letter of Transmittal (or manually
executed facsimile thereof), together with any required signature guarantees,
or an Agent's Message in connection with a book-entry transfer, and any other
required documents, must be transmitted to and received by the Exchange Agent
at one of its addresses set forth on the back cover of this Prospectus, and
certificates for tendered Santa Fe Shares must be received by the Exchange
Agent at such address or such Santa Fe Shares must be tendered pursuant to the
procedures for book-entry tender set forth below (and a confirmation of
receipt of such tender received (such confirmation, a "Book-Entry
Confirmation")), in each case prior to the Expiration Date, or (ii) such
stockholder must comply with the guaranteed delivery procedures set forth
below.
The term "Agent's Message" means a message, transmitted by a Book-Entry
Transfer Facility to, and received by, the Exchange Agent and forming a part
of a Book-Entry Confirmation, which states that such Book-Entry Transfer
Facility has received an express acknowledgment from the participant in such
Book-Entry Transfer Facility tendering the Santa Fe Shares and, if applicable,
Santa Fe Rights, which are the subject of such Book-Entry Confirmation, that
such participant has received and agrees to be bound by the terms of the
Letter of Transmittal and that Newmont Mining may enforce such agreement
against such participant.
Stockholders will be required to tender one Santa Fe Right for each Santa Fe
Share tendered in order to effect a valid tender of Santa Fe Shares, unless
the Rights Plan Condition has been satisfied or waived. Unless the Santa Fe
Distribution Date occurs, a tender of Santa Fe Shares will constitute a tender
of the associated Santa Fe Rights. If the Santa Fe Distribution Date occurs
and separate certificates representing the Santa Fe Rights are distributed by
Santa Fe or the Rights Agent to holders of Santa Fe Shares prior to the time a
holder's Santa Fe Shares are tendered pursuant to the Offer, certificates
representing a number of Santa Fe Rights equal to the number of Santa Fe
Shares tendered must be delivered to the Exchange Agent, or, if available, a
Book-Entry Confirmation received by the Exchange Agent with respect thereto,
in order for such Santa Fe Shares to be validly tendered. If the Santa Fe
Distribution Date occurs and separate certificates representing the Santa Fe
Rights are not distributed prior to the time Santa Fe Shares are tendered
pursuant to the Offer, Santa Fe Rights may be tendered prior to a
stockholder's receipt of the certificates for Santa Fe Rights by use of the
guaranteed delivery procedures described below. If Santa Fe Rights
certificates are distributed but are
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not available to a stockholder prior to the time Santa Fe Shares are tendered
pursuant to the Offer, a tender of Santa Fe Shares constitutes an agreement by
the tendering stockholder to deliver to the Exchange Agent pursuant to the
guaranteed delivery procedures described below, prior to the expiration of the
period to be specified in the Notice of Guaranteed Delivery and the related
Letter of Transmittal for delivery of Santa Fe Rights certificates or a Book-
Entry Confirmation for Santa Fe Rights (the "Santa Fe Rights Delivery
Period"), Santa Fe Rights certificates representing a number of Santa Fe
Rights equal to the number of Santa Fe Shares tendered. Newmont Mining
reserves the right to require that it receive such Santa Fe Rights
certificates (or a Book-Entry Confirmation with respect to such Santa Fe
Rights) prior to accepting Santa Fe Shares for exchange.
Nevertheless, Newmont Mining will be entitled to accept for exchange Santa
Fe Shares tendered by a stockholder prior to receipt of the Santa Fe Rights
certificates required to be tendered with such Santa Fe Shares or a Book-Entry
Confirmation with respect to such Santa Fe Rights and either (i) subject to
complying with applicable rules and regulations of the Commission, withhold
payment for such Santa Fe Shares pending receipt of the Santa Fe Rights
certificates or a Book-Entry Confirmation for such Santa Fe Rights or (ii)
exchange Santa Fe Shares accepted for exchange pending receipt of the Santa Fe
Rights certificates or a Book-Entry Confirmation for such Santa Fe Rights in
reliance upon the guaranteed delivery procedures described below. In addition,
after expiration of the Santa Fe Rights Delivery Period, Newmont Mining may
instead elect to reject as invalid a tender of Santa Fe Shares with respect to
which Santa Fe Rights certificates or a Book-Entry Confirmation for an equal
number of Santa Fe Rights have not been received by the Exchange Agent. Any
determination by Newmont Mining to make payment for Santa Fe Shares in
reliance upon such guaranteed delivery procedure or, after expiration of the
Santa Fe Rights Delivery Period, to reject a tender as invalid, shall be made,
subject to applicable law, in the sole and absolute discretion of Newmont
Mining.
The Exchange Agent will establish accounts with respect to the Santa Fe
Shares at the Book-Entry Transfer Facilities for purposes of the Offer within
two business days after the date of this Prospectus, and any financial
institution that is a participant in any of the Book-Entry Transfer
Facilities' systems may make book-entry delivery of the Santa Fe Shares by
causing such Book-Entry Transfer Facility to transfer such Santa Fe Shares
into the Exchange Agent's account in accordance with such Book-Entry Transfer
Facility's procedure for such transfer. However, although delivery of Santa Fe
Shares may be effected through book-entry at the Book-Entry Transfer
Facilities, the Letter of Transmittal (or facsimile thereof), with any
required signature guarantees, or an Agent's Message in connection with a
book-entry transfer, and any other required documents, must, in any case, be
transmitted to and received by the Exchange Agent at one or more of its
addresses set forth on the back cover of this Prospectus prior to the
Expiration Date, or the guaranteed delivery procedures described below must be
complied with. No assurance can be given, however, that book-entry delivery of
Santa Fe Rights will be available. If book-entry delivery is not available, a
tendering stockholder will be required to tender Santa Fe Rights by means of
delivery of Santa Fe Rights certificates or pursuant to the guaranteed
delivery procedure set forth below.
Signatures on all Letters of Transmittal must be guaranteed by an Eligible
Institution, except in cases in which Santa Fe Shares are tendered (i) by a
registered holder of Santa Fe Shares who has not completed either the box
entitled "Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on the Letter of Transmittal or (ii) for the account of an
Eligible Institution.
If the certificates for Santa Fe Shares or Santa Fe Rights (if any) are
registered in the name of a person other than the signer of the Letter of
Transmittal, or if certificates for unexchanged Santa Fe Shares or Santa Fe
Rights (if any) are to be issued to a person other than the registered
holder(s), the certificates must be endorsed or accompanied by appropriate
stock powers, in either case signed exactly as the name or names of the
registered owner or owners appear on the certificates, with the signature(s)
on the certificates or stock powers guaranteed as aforesaid.
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THE METHOD OF DELIVERY OF SANTA FE SHARE CERTIFICATES AND ALL OTHER REQUIRED
DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT
THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS
BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING WITH RESPECT TO CASH
RECEIVED IN LIEU OF FRACTIONAL SHARES OF NEWMONT MINING COMMON STOCK, A
STOCKHOLDER MUST PROVIDE THE EXCHANGE AGENT WITH HIS CORRECT TAXPAYER
IDENTIFICATION NUMBER AND CERTIFY WHETHER SUCH STOCKHOLDER IS SUBJECT TO
BACKUP WITHHOLDING OF FEDERAL INCOME TAX BY COMPLETING THE SUBSTITUTE FORM W-9
INCLUDED IN THE LETTER OF TRANSMITTAL. CERTAIN STOCKHOLDERS (INCLUDING, AMONG
OTHERS, ALL CORPORATIONS AND CERTAIN FOREIGN INDIVIDUALS) ARE NOT SUBJECT TO
THESE BACKUP WITHHOLDING AND REPORTING REQUIREMENTS. IN ORDER FOR A FOREIGN
INDIVIDUAL TO QUALIFY AS AN EXEMPT RECIPIENT, THE STOCKHOLDER MUST SUBMIT A
FORM W-8, SIGNED UNDER PENALTIES OF PERJURY, ATTESTING TO THAT INDIVIDUAL'S
EXEMPT STATUS.
If a stockholder desires to tender Santa Fe Shares pursuant to the Offer and
such stockholder's certificates are not immediately available or such
stockholder cannot deliver the certificates and all other required documents
to the Exchange Agent prior to the Expiration Date or such stockholder cannot
complete the procedure for book-entry transfer on a timely basis, such Santa
Fe Shares may nevertheless be tendered, provided that all of the following
conditions are satisfied:
(i) such tenders are made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form made available by Newmont Mining, is
received by the Exchange Agent as provided below on or prior to the
Expiration Date; and
(iii) the certificates for all tendered Santa Fe Shares (or a
confirmation of a book-entry transfer of such securities into the Exchange
Agent's account at a Book-Entry Transfer Facility as described above), in
proper form for transfer, together with a properly completed and duly
executed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees (or, in the case of a book-entry transfer, an Agent's
Message) and all other documents required by the Letter of Transmittal are
received by the Exchange Agent within three NYSE trading days after the
date of execution of such Notice of Guaranteed Delivery.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
telegram, telex, facsimile transmission or mail to the Exchange Agent and must
include a guarantee by an Eligible Institution in the form set forth in such
Notice.
In all cases, exchanges of Santa Fe Shares tendered and accepted for
exchange pursuant to the Offer will be made only after timely receipt by the
Exchange Agent of certificates for Santa Fe Shares (or timely confirmation of
a book-entry transfer of such securities into the Exchange Agent's account at
a Book-Entry Transfer Facility as described above), properly completed and
duly executed Letter(s) of Transmittal (or facsimile(s) thereof), or an
Agent's Message in connection with a book-entry transfer, and any other
required documents. Accordingly, tendering stockholders may be paid at
different times depending upon when certificates for Santa Fe Shares or
confirmations of book-entry transfers of such Santa Fe Shares are actually
received by the Exchange Agent.
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By executing a Letter of Transmittal as set forth above, the tendering
stockholder irrevocably appoints designees of Newmont Mining as such
stockholder's attorneys-in-fact and proxies, each with full power of
substitution, to the full extent of such stockholder's rights with respect to
the Santa Fe Shares tendered by such stockholder and accepted for exchange by
Newmont Mining and with respect to any and all other Santa Fe Shares and other
securities issued or issuable in respect of the Santa Fe Shares on or after
, 1997. Such appointment is effective, and voting rights will be
affected, when and only to the extent that Newmont Mining deposits the shares
of Newmont Mining Common Stock for Santa Fe Shares tendered by such
stockholder with the Exchange Agent. All such proxies shall be considered
coupled with an interest in the tendered Santa Fe Shares and therefore shall
not be revocable. Upon the effectiveness of such appointment, all prior
proxies given by such stockholder will be revoked, and no subsequent proxies
may be given (and, if given, will not be deemed effective). Newmont Mining's
designees will, with respect to the Santa Fe Shares for which the appointment
is effective, be empowered, among other things, to exercise all voting and
other rights of such stockholder as they, in their sole discretion, deem
proper at any annual, special or adjourned meeting of Santa Fe's stockholders
or otherwise. Newmont Mining reserves the right to require that, in order for
Santa Fe Shares to be deemed validly tendered, immediately upon Newmont
Mining's exchange of such Santa Fe Shares, Newmont Mining must be able to
exercise full voting rights with respect to such Santa Fe Shares.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance for exchange of any tender of Santa Fe Shares will be
determined by Newmont Mining, in its sole discretion, which determination
shall be final and binding. Newmont Mining reserves the absolute right to
reject any and all tenders of Santa Fe Shares determined by it not to be in
proper form or the acceptance of or exchange for which may, in the opinion of
Newmont Mining's counsel, be unlawful. Newmont Mining also reserves the
absolute right to waive any of the conditions of the Offer (other than the HSR
Condition, the Newmont Mining Stockholder Approval Condition, or the condition
relating to the effectiveness of the Registration Statement) or any defect or
irregularity in the tender of any Santa Fe Shares. No tender of Santa Fe
Shares will be deemed to have been validly made until all defects and
irregularities in tenders of Santa Fe Shares have been cured or waived.
Neither Newmont Mining, the Exchange Agent, the Information Agent, the Dealer
Manager nor any other person will be under any duty to give notification of
any defects or irregularities in the tender of any Santa Fe Shares or will
incur any liability for failure to give any such notification. Newmont
Mining's interpretation of the terms and conditions of the Offer (including
the Letter of Transmittal and instructions thereto) will be final and binding.
The tender of Santa Fe Shares and Santa Fe Rights (if any) pursuant to any
of the procedures described above will constitute a binding agreement between
the tendering stockholder and Newmont Mining upon the terms and subject to the
conditions of the Offer.
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
The following is a general discussion of certain U.S. Federal income tax
consequences of the acquisition of Newmont Mining Common Stock by a holder of
Santa Fe Shares pursuant to the Offer and the Newmont Mining/Santa Fe Merger
contemplated by this Prospectus. Except as specifically noted, this discussion
applies only to a U.S. Holder (as hereinafter defined). This summary does not
address any tax consequences of the Offer or the Newmont Mining/Santa Fe
Merger to U.S. Holders who exercise dissenters' rights, if any. It applies
only to Santa Fe Shares held as capital assets and does not address aspects of
U.S. Federal income tax that may be applicable to holders that are subject to
special tax rules, including, without limitation, insurance companies, tax-
exempt organizations, financial institutions, dealers in securities, foreign
persons, persons who acquired Santa Fe Shares pursuant to an exercise of
employee stock options or rights or otherwise as compensation and persons who
hold Santa Fe Shares as part of a straddle or conversion transaction. Also,
the summary does not address state, local or foreign tax consequences of the
Offer or the Newmont Mining/Santa Fe
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Merger. Consequently, each holder should consult such holder's own tax advisor
as to the specific tax consequences of the Offer and the Newmont Mining/Santa
Fe Merger to such holder.
This summary is based on current law and the opinion of White & Case and
Wachtell, Lipton, Rosen & Katz. Future legislative, judicial or administrative
changes or interpretations, which may be retroactive, could alter or modify
the statements set forth herein. The opinion of White & Case and Wachtell,
Lipton, Rosen & Katz set forth in this summary is based, among other things,
on the assumptions set forth herein. Newmont Mining will not request any
ruling from the Internal Revenue Service as to the U.S. Federal income tax
consequences of the Offer and the Newmont Mining/Santa Fe Merger. An opinion
of counsel is not binding on the Internal Revenue Service, and the Internal
Revenue Service is not precluded from taking contrary positions.
For purposes of this discussion, a "U.S. Holder" means a holder of a Santa
Fe Share that is (i) a citizen or resident of the U.S., (ii) a corporation or
partnership organized in or under the laws of the U.S. or any political
subdivision thereof or therein, or (iii) an estate or trust the income of
which is subject to U.S. Federal income taxation regardless of its source. For
taxable years beginning after December 31, 1996, a trust will be a U.S. Holder
if (x) a U.S. court can exercise primary supervision over the administration
of such trust and (y) one or more U.S. fiduciaries has the authority to
control all of the substantial decisions of such trust.
GENERAL
In the opinion of White & Case and Wachtell, Lipton, Rosen & Katz, counsel
to Newmont Mining, exchanges of Santa Fe Shares for Newmont Mining Common
Stock pursuant to the Offer and the Newmont Mining/Santa Fe Merger will be
treated for U.S. Federal income tax purposes as exchanges pursuant to a plan
of reorganization within the meaning of Section 368(a) of the Code.
Consequently, no gain or loss will be recognized by U.S. Holders of Santa Fe
Shares upon such exchanges, except as described below under "--Tax
Consequences to Holders of Santa Fe Shares." This opinion is based on certain
assumptions, including that (i) the continuity of stockholder interest
requirement applicable to corporate reorganizations (which requires a
continuing equity interest in Newmont Mining by holders owning a significant
percentage of the Santa Fe Shares prior to the consummation of the Offer) will
be satisfied, taking into account any holders that exercise dissenters'
rights, if any, (ii) Newmont Mining will continue Santa Fe's historic business
or will use a significant portion of Santa Fe's historic business assets in a
business and (iii) the Offer and the Newmont Mining/Santa Fe Merger will
generally be consummated as contemplated by this Prospectus.
If the Offer and the Newmont Mining/Santa Fe Merger are consummated as
contemplated by this Prospectus and based on the above assumptions, no gain or
loss will be recognized by Newmont Mining or Santa Fe with respect to the
exchange of Santa Fe Shares and Newmont Mining Common Stock as a result of the
Offer and the Newmont Mining/Santa Fe Merger.
TAX CONSEQUENCES TO HOLDERS OF SANTA FE SHARES
If the Offer and the Newmont Mining/Santa Fe Merger are consummated as
contemplated by this Prospectus and based on the above assumptions, the
material U.S. Federal income tax consequences to U.S. Holders who hold Santa
Fe Shares as capital assets and who exchange such Santa Fe Shares pursuant to
the Offer or the Newmont Mining/Santa Fe Merger, or both, will be as follows:
(i) no gain or loss will be recognized by a U.S. Holder on the exchange
of Santa Fe Shares for Newmont Mining Common Stock, except as described
below with respect to the receipt of cash in lieu of fractional shares of
Newmont Mining Common Stock, and subject to the discussion below of the
surrender of Santa Fe Rights that have become exercisable;
(ii) the aggregate adjusted tax basis of shares of Newmont Mining Common
Stock received by a U.S. Holder (including fractional shares of Newmont
Mining Common Stock deemed received and redeemed as described below) will
be the same as the aggregate adjusted tax basis of the Santa Fe Shares
exchanged therefor;
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(iii) the holding period of shares of Newmont Mining Common Stock
(including the holding period of fractional shares of Newmont Mining Common
Stock) received by a U.S. Holder will include the holding period of the
Santa Fe Shares exchanged therefor; and
(iv) a U.S. Holder of Santa Fe Shares who receives cash in lieu of
fractional shares of Newmont Mining Common Stock will be treated as having
received such fractional shares and then as having received such cash in
redemption of such fractional shares. Under Section 302 of the Code,
provided that such deemed distribution is "substantially disproportionate"
with respect to such U.S. Holder or is "not essentially equivalent to a
dividend" after giving effect to the constructive ownership rules of the
Code, the U.S. Holder will generally recognize capital gain or loss equal
to the difference between the amount of cash received and the U.S. Holder's
adjusted tax basis in the fractional share interest in Newmont Mining
Common Stock. Such capital gain or loss will be long-term capital gain or
loss if the U.S. Holder's holding period in the fractional shares is more
than one year.
Because there is no specific binding authority dealing with securities such
as the Santa Fe Rights, no opinion is expressed with respect to the U.S.
Federal income tax treatment of the Santa Fe Rights becoming separately
transferable apart from the Santa Fe Shares, the redemption of the Santa Fe
Rights or the acquisition by Newmont Mining of the Santa Fe Rights.
Stockholders should consult their tax advisors as to the tax consequences of
transactions with respect to the Santa Fe Rights.
FOREIGN INVESTMENT IN REAL PROPERTY TAX
A non-U.S. Holder of Santa Fe Shares that has held more than 5% of the
outstanding Santa Fe Shares at some time during the five year period ending on
the date when such non-U.S. Holder exchanges the Santa Fe Shares in the Offer
or the Newmont Mining/Santa Fe Merger may be subject to tax under the FIRPTA
provisions of the Code and the Treasury Regulations promulgated thereunder
unless certain certification and filing requirements are satisfied. Any such
non-U.S. Holder should consult with its own tax advisor regarding the
application of the FIRPTA provisions to its particular circumstances.
In addition, Newmont Mining should constitute a "United States real property
holding corporation" for U.S. Federal income tax purposes, and certain
dispositions of interests in Newmont Mining by a non-U.S. Holder may be
subject to tax under the FIRPTA provisions. Non-U.S. Holders that acquire
shares of Newmont Mining Common Stock in the Offer or the Newmont Mining/Santa
Fe Merger should consult with their own tax advisors generally as to the
possible application to them of the FIRPTA provisions with respect to their
acquisition, holding and disposition of the Newmont Mining Common Stock.
EFFECT OF OFFER ON MARKET FOR SANTA FE SHARES; REGISTRATION UNDER THE EXCHANGE
ACT
The exchange of Santa Fe Shares pursuant to the Offer will reduce the number
of holders of Santa Fe Shares and the number of Santa Fe Shares that might
otherwise trade publicly and could adversely affect the liquidity and market
value of the remaining Santa Fe Shares held by the public.
The Santa Fe Shares are listed and principally traded on the NYSE and are
also listed on the CSE. Depending upon the number of Santa Fe Shares acquired
pursuant to the Offer, following consummation of the Offer the Santa Fe Shares
may no longer meet the requirements of such securities exchanges for continued
listing. For example, published guidelines of the NYSE indicate that the NYSE
would consider delisting the outstanding Santa Fe Shares, if among other
things, (i) the number of publicly held Santa Fe Shares (exclusive of holdings
of officers, directors and members of their immediate families and other
concentrated holdings of 10% or more) should fall below 600,000, (ii) the
number of record holders of 100 or more Santa Fe Shares should fall below
1,200 or (iii) the aggregate market value of publicly held Santa Fe Shares
should fall below $5 million.
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According to the Homestake Merger Agreement which is filed as an exhibit to
the Santa Fe 8-K, there were outstanding, as of December 5, 1996, 131,459,422
Santa Fe Shares and options to acquire 1,521,912 Santa Fe Shares, and,
according to the 1995 Santa Fe 10-K, there were, as of February 20, 1996,
53,000 record holders of Santa Fe Shares.
If such exchanges were to delist the Santa Fe Shares, the market therefor
could be adversely affected. It is possible that the Santa Fe Shares would be
traded on other securities exchanges or in the over-the-counter market, and
that price quotations would be reported by such exchanges, through NASDAQ or
by other sources. The extent of the public market for the Santa Fe Shares and
the availability of such quotations would, however, depend upon the number of
holders and/or the aggregate market value of the Santa Fe Shares remaining at
such time, the interest in maintaining a market in the Santa Fe Shares on the
part of securities firms, the possible termination of registration of the
Santa Fe Shares under the Exchange Act, as described below, and other factors.
The Santa Fe Shares are currently "margin securities" under the regulations
of the Federal Reserve Board, which has the effect, among other things, of
allowing brokers to extend credit on the collateral of such Santa Fe Shares.
Depending on factors similar to those described above with respect to listing
and market quotations, following consummation of the Offer the Santa Fe Shares
may no longer constitute "margin securities" for the purposes of the Federal
Reserve Board's margin regulations in which event the Santa Fe Shares would be
ineligible as collateral for margin loans made by brokers.
The Santa Fe Shares are currently registered under the Exchange Act. Such
registration may be terminated by Santa Fe upon application to the Commission
if the outstanding Santa Fe Shares are not listed on a national securities
exchange and if there are fewer than 300 holders of record of Santa Fe Shares.
Termination of registration of the Santa Fe Shares under the Exchange Act
would reduce the information required to be furnished by Santa Fe to its
stockholders and to the Commission and would make certain provisions of the
Exchange Act, such as the short-swing profit recovery provisions of Section
16(b), the requirement of furnishing a proxy statement in connection with
stockholders' meetings pursuant to Section 14(a) and the related requirement
of furnishing an annual report to stockholders, no longer applicable with
respect to the Santa Fe Shares. Furthermore, the ability of "affiliates" of
Santa Fe and persons holding "restricted securities" of Santa Fe to dispose of
such securities pursuant to Rule 144 under the Securities Act, may be impaired
or eliminated. If registration of the Santa Fe Shares under the Exchange Act
were terminated, the Santa Fe Shares would no longer be eligible for Nasdaq
reporting or for continued inclusion on the Federal Reserve Board's list of
"margin securities."
The Santa Fe Rights currently are registered under the Exchange Act and are
listed on the NYSE and the CSE, but currently are attached to the outstanding
Santa Fe Shares and are not separately transferable. The Santa Fe Rights may
become transferable apart from the Santa Fe Shares, unless previously
redeemed. If the Santa Fe Rights are not redeemed and the Santa Fe Rights
Agreement is not amended so as to make the Santa Fe Rights not applicable to
the Offer and Newmont Mining waives the Santa Fe Rights Plan Condition, then
the foregoing discussion with respect to the effect of the Offer on the Santa
Fe Shares would be similarly applicable to the Santa Fe Rights (although the
continued listing criteria are different).
PURPOSE OF THE OFFER; THE NEWMONT MINING/SANTA FE MERGER
The purpose of the Offer is for Newmont Mining to acquire control of, and
ultimately the entire common equity interest in, Santa Fe. The Offer, as the
first step in the acquisition of Santa Fe, is intended to facilitate the
acquisition of all Santa Fe Shares. Holders of Santa Fe Shares will not have
appraisal rights as a result of consummation of the Offer. Newmont Mining
intends, as soon as practicable after consummation of the Offer, to seek to
merge Santa Fe with and into a wholly-owned
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subsidiary of Newmont Mining. The purpose of the Newmont Mining/Santa Fe
Merger is to acquire all Santa Fe Shares not tendered and exchanged pursuant
to the Offer. In the Newmont Mining/Santa Fe Merger, each then outstanding
Santa Fe Share (except for Santa Fe Shares held in Santa Fe's treasury and
Santa Fe Shares owned by Newmont Mining or any subsidiary of Newmont Mining)
would be converted into the right to receive 0.40 of a share of Newmont Mining
Common Stock. The Newmont Mining/Santa Fe Merger may be consummated pursuant
to Section 253 of the DGCL. Under Section 253 of the DGCL, a parent
corporation owning at least 90% of the outstanding shares of each class of a
subsidiary corporation may merge the subsidiary corporation into itself
without the approval of the stockholders of the parent corporation or of the
board of directors or stockholders of the subsidiary corporation. Assuming the
Minimum Tender Condition is satisfied and Newmont Mining consummates the
Offer, Newmont Mining would have sufficient voting power to effect the Newmont
Mining/Santa Fe Merger under Section 253 without the vote of any other
stockholder of Santa Fe.
Although stockholders do not have appraisal rights as a result of the Offer,
if the Newmont Mining/Santa Fe Merger is consummated pursuant to Section 253
of the DGCL, stockholders of Santa Fe at the time of the Newmont Mining/Santa
Fe Merger who do not vote in favor of the Newmont Mining/Santa Fe Merger will
have the right under the DGCL to dissent and demand appraisal of their Santa
Fe Shares in accordance with Section 262 of the DGCL. Under Section 262,
dissenting stockholders who comply with the applicable statutory procedures
will be entitled to receive a judicial determination of the fair value of
their Santa Fe Shares (exclusive of any element of value arising from the
accomplishment or expectation of the Newmont Mining/Santa Fe Merger) and to
receive payment of such fair value in cash, together with a fair rate of
interest, if any. In Cede & Co and Cinerama, Inc. v. Technicolor, Inc., the
Supreme Court of the State of Delaware construed Section 262 of the DGCL and
held that the "accomplishment or expectation" exclusion from the calculation
of fair value set forth in the preceding sentence is narrow and is designed to
eliminate use of pro forma data and projections of a speculative variety
relating to the completion of a merger. The court held that it is appropriate
to include in the calculation of fair value any known elements of value,
including those elements of value which exist on the date of the merger
because of a majority acquiror's interim action in a two-step cash-out
transaction. There can be no assurance as to the methodology a court would use
to determine fair value or how a court would select which of the elements of
value are to be included in such a determination. Any such judicial
determination of the fair value of Santa Fe Shares could be based upon factors
other than, or in addition to, the price per Santa Fe Share to be paid in the
Newmont Mining/Santa Fe Merger or the market value of the Santa Fe Shares. The
value so determined could be more or less than the price per Santa Fe Share to
be paid in the Newmont Mining/Santa Fe Merger.
Even if the Minimum Tender Condition is satisfied and the Offer is
consummated, Newmont Mining reserves the right to effect the Newmont
Mining/Santa Fe Merger pursuant to Section 251 of the DGCL. Assuming the Santa
Fe Shares remain listed on a national securities exchange or are then quoted
through NASDAQ or held of record by more than 2,000 holders, the holders of
Santa Fe Shares will not have appraisal rights as a result of the Newmont
Mining/Santa Fe Merger being consummated pursuant to Section 251 of the DGCL.
However, in the event the Newmont Mining/Santa Fe Merger is so consummated,
and if, on the date fixed to determine stockholders entitled to vote on the
Newmont Mining/Santa Fe Merger, the Santa Fe Shares are not listed on a
national securities exchange or quoted through NASDAQ or held of record by
more than 2,000 holders, holders of Santa Fe Shares may have appraisal rights
pursuant to the provisions of Section 262 of the DGCL as described above.
Rule 13e-3 of the General Rules and Regulations under the Exchange Act,
which Newmont Mining does not believe would be applicable to the Newmont
Mining/Santa Fe Merger if the Newmont Mining/Santa Fe Merger occurred within
one year of consummation of the Offer, would require, among other things, that
certain financial information concerning Santa Fe, and certain information
relating to the fairness of the proposed transaction and the consideration
offered to stockholders of Santa Fe
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therein, be filed with the Commission and disclosed to stockholders of Santa
Fe prior to consummation of the Newmont Mining/Santa Fe Merger.
In addition, Newmont Mining reserves the right to acquire, following the
consummation or termination of the Offer, additional Santa Fe Shares through
open market purchases, privately negotiated transactions, a tender offer or
exchange offer, or otherwise, upon such terms and at such prices as it shall
determine, which may be more or less favorable than those of the Offer.
Newmont Mining and its affiliates also reserve the right to dispose of any or
all Santa Fe Shares acquired by them pursuant to the Offer or otherwise, upon
such terms and at such prices as they shall determine.
Upon consummation of the Offer, Newmont Mining intends to take appropriate
actions to optimize and rationalize the combined entities' assets, operations,
exploration activities, management, personnel general and administrative
functions and corporate structure. See "Background of the Offer--Comparison of
the Proposals."
As described under "Background of the Offer--Comparison of the Proposals,"
upon consummation of the Newmont Mining/Santa Fe Merger, Newmont Mining
expects to realize substantial cost savings in both administrative and
operational areas.
Newmont Mining expects that administrative savings will come principally
from the closure of Santa Fe's Albuquerque headquarters. Following
consummation of the Newmont Mining/Santa Fe Merger, Newmont Mining would
conduct a review of corporate and administrative staff of the combined entity
with a view toward maximizing cost savings.
Newmont Mining expects to realize operational cost savings as a result of
its geographic proximity to certain of Santa Fe's Nevada operations along
geographical features known as the Twin Creeks-Lone Tree Trend, the Cortez-
Pipeline-Battle Mountain Trend and the Carlin Trend. Newmont Mining expects to
optimize the use of oxide mills, autoclaves, flotation units and gold roasters
of a combined Newmont Mining/Santa Fe entity by taking advantage of shorter
haul distances where appropriate, thereby increasing production efficiency.
Newmont Mining expects to realize additional cost savings from using its
proprietary production technology to process low grade refractory ores from
Santa Fe's Twin Creeks mine using Santa Fe's Twin Creeks flotation unit and
sending ore from the Twin Creeks property to Newmont Mining's Carlin roaster
for processing.
Newmont Mining also plans to implement a strategic exploration and
development program on Santa Fe's properties consisting of projects which will
be divided into three levels of priority. The first priority projects are
expected to include continued development drilling in the immediate vicinity
of known deposits around the Twin Creeks-Lone Tree Trend to extend reserves
and to optimize related mine planning. In general, first priority efforts are
also expected to include exploration during the first three years following
the Newmont Mining/Santa Fe Merger in areas surrounding Santa Fe's operating
mines. In addition, as a first priority, Newmont Mining would explore along
the southeast portion of the Cortez-Pipeline-Battle Mountain Trend because of
the geological similarity of that area to that which Newmont Mining has
experienced and successfully exploited along the Carlin Trend. Second priority
efforts, which are expected to take place during the second through fourth
years following the Newmont Mining/Santa Fe Merger, will focus on exploration
in the heart of the Twin Creeks-Lone Tree Trend. The third priority program is
expected to operate during the third through fifth years following the Newmont
Mining/Santa Fe Merger and to involve grassroots generative exploration
efforts and reconnaissance field work along the borders of the Twin Creeks-
Trenton Border area to generate drill targets.
Based upon its Nevada exploration and development experience in the Carlin
Trend, Newmont Mining expects that over the five-year period following the
Newmont Mining/Santa Fe Merger, it will spend approximately $50 million on its
prioritized exploration of Santa Fe's properties. Newmont Mining expects these
efforts to yield an aggregate of approximately seven to ten million contained
gold ounces over this period. In addition, Newmont Mining expects to spend
approximately $10 million per
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year over the next five years to discover and convert to reserves an expected
1-1.5 million ounces annually, primarily in the vicinity of existing deposits.
Upon consummation of the Offer, Newmont Mining may also elect or seek the
election of nominees of its choice to the Santa Fe Board.
Newmont Mining has been considering various approaches to simplify its
corporate structure. To achieve this objective, Newmont Mining and Newmont
Gold are considering entering into the Newmont Gold Merger simultaneously with
the consummation of the Newmont Mining/Santa Fe Merger. In the Newmont Gold
Merger, a newly-formed subsidiary of Newmont Mining would be merged into
Newmont Gold with Newmont Gold being the surviving corporation. In such
merger, the outstanding shares of common stock, par value $0.01 per share, of
Newmont Gold (the "Newmont Gold Common Stock") (other than those shares held
by Newmont Mining) would be converted into shares of Newmont Mining Common
Stock. As a result, Newmont Gold would become a wholly owned subsidiary of
Newmont Mining. The Newmont Gold Merger would be subject to approval by the
holders of a majority of the outstanding shares of the Newmont Gold Common
Stock. If Newmont Mining and Newmont Gold decide to effect the Newmont Gold
Merger, Newmont Gold would call a special meeting of its stockholders to be
held as soon as reasonably practicable after the effective date of the
Registration Statement for the purpose of obtaining stockholder approval of
the Newmont Gold Merger. Since Newmont Mining owns approximately 91% of the
outstanding Newmont Gold Common Stock, it has sufficient voting power to
approve the Newmont Gold Merger without the vote of any other stockholder of
Newmont Gold.
Alternatively, Newmont Mining and Newmont Gold may defer the Newmont Gold
Merger. In such event the Santa Fe Shares acquired pursuant to the Offer would
be contributed to Newmont Gold in exchange for shares of Newmont Gold Common
Stock, in an amount equal to the number of shares of Newmont Mining Common
Stock issued in the Offer. Similarly, upon consummation of the Newmont
Mining/Santa Fe Merger, it is expected that the shares of the surviving
corporation owned by Newmont Mining as a result thereof also will be
contributed to Newmont Gold in exchange for additional shares of Newmont Gold
Common Stock in an amount equal to the number of shares of Newmont Mining
Common Stock issued in the Newmont Mining/Santa Fe Merger. As a result, Santa
Fe would become a wholly owned subsidiary of Newmont Gold and the number of
outstanding shares of Newmont Mining Common Stock would continue to be equal
to the number of shares of Newmont Gold Common Stock owned by Newmont Mining.
Such contribution and issuance of shares of Newmont Gold Common Stock in
connection with the Offer and the Newmont Mining/Santa Fe Merger is referred
to herein as the "Contribution Transaction." The Contribution Transaction
would be subject to approval by the holder of a majority of the outstanding
shares of Newmont Gold Common Stock. If Newmont Mining and Newmont Gold were
to decide to effect the Contribution Transaction, Newmont Gold would call a
special meeting of its stockholders to be held as soon as reasonably
practicable after the effective date of the Registration Statement for the
purpose of obtaining shareholder approval of the Contribution Transaction.
Since Newmont Mining owns approximately 91% of the outstanding Newmont Gold
Common Stock, it has sufficient voting power to approve the Contribution
Transaction without the vote of any other stockholder of Newmont Gold.
Except as noted herein, Newmont Mining does not have any present plans or
proposals that would result in an extraordinary corporate transaction, such as
a merger, reorganization or liquidation, or sale or transfer of a material
amount of assets, involving Santa Fe or any of its subsidiaries, or any
material changes in Santa Fe's corporate structure or business or any change
in its management. However, because Newmont Mining has had only limited access
to Santa Fe's books and records, additional changes may be made after a full
review of Santa Fe's operations is completed.
CONDITIONS OF THE OFFER
The Offer is subject to a number of conditions which are described below.
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MINIMUM TENDER CONDITION
This condition would be satisfied if at least 90% of the total number of
outstanding Santa Fe Shares on a fully diluted basis (as though all options or
other securities convertible into or exercisable or exchangeable for Santa Fe
Shares had been so converted, exercised or exchanged) as of the date the Santa
Fe Shares are accepted by Newmont Mining pursuant to the Offer. Newmont Mining
has been advised by its independent accountants that this condition is
required in order for the Offer and the Newmont Mining/Santa Fe Merger to
qualify as a pooling of interests. See "--Pooling Condition." According to the
Homestake Merger Agreement which is filed as an exhibit to the Santa Fe 8-K,
as of December 5, 1996, there were 131,459,422 Santa Fe Shares outstanding and
1,521,912 Santa Fe Shares were issuable upon exercise of outstanding employee
or outside director stock options granted pursuant to certain existing
employee stock plans of Santa Fe. The Minimum Tender Condition is intended to
ensure that, upon consummation of the Offer, Newmont Mining will own a
sufficient amount of Santa Fe Shares to cause the Newmont Mining/Santa Fe
Merger to be consummated and that the Newmont Mining/Santa Fe Merger will
qualify as a pooling of interests transaction.
RIGHTS PLAN CONDITION
This condition would be satisfied if the Santa Fe Board redeems the Santa Fe
Rights or amends the Santa Fe Rights Agreement so that the Santa Fe Rights
would not be triggered by the Offer and the Newmont Mining/Santa Fe Merger.
DGCL 203 CONDITION
This condition would be satisfied if either: (i) the Santa Fe Board approves
the Offer for purposes of Section 203 of the DGCL or (ii) Newmont Mining
acquires 85% or more of the voting stock of Santa Fe pursuant to the Offer.
Section 203 of the DGCL, in general, prohibits a Delaware corporation such
as Santa Fe from engaging in a Business Combination (as defined in Section
203) with an Interested Stockholder (as defined in Section 203) for a period
of three years following the date that such person became an Interested
Stockholder unless (i) prior to the date that such person became an Interested
Stockholder, the board of directors of the corporation approved either the
Business Combination or the transaction that resulted in the stockholder
becoming an Interested Stockholder, (ii) upon consummation of the transaction
that resulted in the stockholder becoming an Interested Stockholder, the
Interested Stockholder owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced, excluding stock
held by directors who are also officers of the corporation and employee stock
plans that do not provide employees with the right to determine confidentially
whether shares held subject to the plan will be tendered in a tender or
exchange offer, (iii) the Business Combination is proposed prior to the
consummation or abandonment of and subsequent to the public announcement of a
proposed transaction which (a) constitutes a merger or consolidation of the
corporation, (b) is with or by a person who either was not an Interested
Stockholder during the previous three years or who became an Interested
Stockholder with the approval of the corporation's board of directors or
during the period described in Section 203(b)(7) of the DGCL and (c) is
approved or not opposed by a majority of the board of directors then in office
who were directors prior to any person becoming an Interested Stockholder
during the previous three years, or (iv) on or subsequent to the date such
person became an Interested Stockholder, the Business Combination is approved
by the board of directors of the corporation and authorized at a meeting of
stockholders, and not by written consent, by the affirmative vote of the
holders of at least 66 2/3% of the outstanding voting stock of the corporation
not owned by the Interested Stockholder. The full text of Section 203 of the
DGCL has been annexed as Schedule A hereto and is incorporated herein by
reference.
Santa Fe has represented in the Homestake Merger Agreement that the actions
taken by the Santa Fe Board in approving the Homestake Merger and the
Homestake Merger Agreement are sufficient to render Section 203 of the DGCL
inapplicable to the Homestake Merger and the transactions contemplated
thereby.
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POOLING CONDITION
The consummation of the Offer and the Newmont Mining/Santa Fe Merger is
conditioned upon Newmont Mining receiving a letter from its independent
accountants, Arthur Andersen LLP, stating that the Offer and the Newmont
Mining/Santa Fe Merger will qualify as a pooling of interests transaction
under Opinion 16 of the Accounting Principles Board and applicable regulations
of the Commission. Newmont Mining is seeking formal interpretative advice from
the Commission concerning the ability of Newmont Mining to account for the
Offer and the Newmont Mining/Santa Fe Merger as a pooling of interests. Based
upon the information currently available to it, Newmont Mining believes that
the combination of Newmont Mining and Santa Fe pursuant to the Offer and the
Newmont Mining/Santa Fe Merger will qualify for pooling of interests treatment
under such Opinion.
HOMESTAKE MERGER AGREEMENT CONDITION
The Offer is conditioned upon the stockholders of Santa Fe not having
approved the Homestake Merger Agreement, which requires the approval of the
holders of a majority of the outstanding Santa Fe Shares or the Homestake
Merger Agreement being otherwise terminated pursuant to its terms. The
Homestake Merger Agreement Condition will not have been satisfied if such
approval has been obtained. Newmont Mining intends to commence a solicitation
of proxies from Santa Fe's stockholders against approval of the Homestake
Merger Agreement.
NEWMONT MINING STOCKHOLDER APPROVAL CONDITION
This condition would be satisfied if the stockholders of Newmont Mining
approve the amendment to the Newmont Mining Certificate as described herein.
Pursuant to the rules of the NYSE (on which the Newmont Mining Common Stock is
listed), the issuance of Newmont Mining Common Stock pursuant to the Offer and
the Newmont Mining/Santa Fe Merger must be approved by the holders of a
majority of the shares of Newmont Mining Common Stock voted at a meeting of
such holders at which the total number of votes cast represents over 50% of
all shares of Newmont Mining Common Stock outstanding on the applicable record
date if the number of shares of Newmont Mining Common Stock to be issued will
be equal to or in excess of 20% of the shares outstanding prior to such
issuance. In addition, Newmont Mining currently does not have sufficient
authorized but unissued shares of Newmont Mining Common Stock to consummate
the Offer and the Newmont Mining/Santa Fe Merger. Accordingly, the Newmont
Mining Certificate must be amended to increase the number of shares of Newmont
Mining Common Stock authorized for issuance thereunder. Pursuant to the
applicable provisions of the DGCL, such amendment to the Newmont Mining
Certificate must be approved by the majority of the shares of Newmont Mining
Common Stock outstanding. Newmont Mining intends to seek both such approvals
at a special stockholders meeting that Newmont Mining intends to hold as soon
as practicable after the effective date of this Registration Statement.
HSR CONDITION
The Offer is conditioned upon the waiting period (and any extension thereof)
applicable to the Offer under the HSR Act having expired or been terminated.
Under the HSR Act, and the rules that have been promulgated thereunder (the
"Rules"), certain acquisitions may not be consummated unless information has
been furnished to the Antitrust Division of the Department of Justice (the
"Antitrust Division") and the Federal Trade Commission (the "FTC") and certain
waiting period requirements have been satisfied. The acquisition of Santa Fe
Shares pursuant to the Offer is subject to the HSR Act. Newmont Mining will
file with the Antitrust Division and the FTC a Hart-Scott-Rodino Notification
and Report Form with respect to the Offer. Under the applicable provisions of
the HSR Act, the purchase of Santa Fe Shares under the Offer cannot be
consummated until the expiration or early termination of a waiting period
following the filing of such
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Report Form by Newmont Mining. The initial waiting period under the HSR Act is
30 days. Either the FTC or the Antitrust Division may issue a request for
additional information or documentary material, which will extend the waiting
period until 20 days after Newmont Mining's compliance with such request.
Federal and state antitrust enforcement agencies frequently scrutinize under
the antitrust laws transactions such as Newmont Mining's acquisition of Santa
Fe Shares pursuant to the Offer. At any time before or after Newmont Mining's
acquisition of Santa Fe Shares, any such agency could take such action under
the antitrust laws as it deems necessary or desirable in the public interest,
including seeking to enjoin the acquisition of Santa Fe Shares pursuant to the
Offer or otherwise or seeking divestiture of Santa Fe Shares acquired by
Newmont Mining or divestiture of substantial assets of Newmont Mining and/or
Santa Fe. Private parties may also bring legal action under the antitrust laws
under certain circumstances. Based upon an examination of publicly available
information relating to the businesses in which both Newmont Mining and Santa
Fe are engaged, Newmont Mining believes that the Offer will not violate the
antitrust laws. Nevertheless, there can be no assurance that, if such a
challenge is made, Newmont Mining will prevail.
Certain stockholders of Santa Fe may be required to make separate filings
with the FTC and Antitrust Division under the HSR Act and the Rules in
conjunction with the receipt of shares of Newmont Mining Common Stock. Such
stockholders will then be required to observe applicable waiting periods under
the HSR Act and the Rules before receiving shares of Newmont Mining Common
Stock. If any stockholder is obligated to make such a filing, Newmont Mining
will deposit the shares of Newmont Mining Common Stock to be exchanged,
pursuant to the Rules, pending expiration or early termination of the waiting
period.
Although no assurances can be given, Newmont Mining anticipates that the HSR
Condition will be satisfied on a timely basis.
CERTAIN OTHER CONDITIONS OF THE OFFER
Notwithstanding any other provision of the Offer, Newmont Mining shall not
be required to accept for exchange or exchange any Santa Fe Shares, may
postpone the acceptance for exchange of or exchange for tendered Santa Fe
Shares, and may, in its sole discretion, terminate or amend the Offer as to
any Santa Fe Shares not then exchanged (i) if at the Expiration Date, any of
the Minimum Tender Condition, the Newmont Mining Stockholder Approval
Condition, the Rights Plan Condition, the DGCL 203 Condition, the Pooling
Condition, the Homestake Merger Agreement Condition or the HSR Condition has
not been satisfied or, with respect to the Minimum Tender Condition, the
Rights Plan Condition, the DGCL 203 Condition, the Homestake Merger Agreement
Condition or the Pooling Condition, waived, or (ii) if on or after the date of
this Prospectus and at or prior to the time of exchange of any such Santa Fe
Shares (whether or not any Santa Fe Shares have theretofore been accepted for
exchange or exchanged pursuant to the Offer), (A) Newmont Mining receives a
letter from Arthur Andersen LLP stating that, to the best of its knowledge,
the Offer or the Newmont Mining/Santa Fe Merger cannot qualify as a pooling of
interests transaction or (B) any of the following shall have occurred:
(a) The shares of Newmont Mining Common Stock which shall be issued to
the stockholders of Santa Fe in the Offer and the Newmont Mining/Santa Fe
Merger shall not have been authorized for listing on the NYSE, subject to
official notice of issuance;
(b) The Registration Statement shall not have become effective under the
Securities Act, or a stop order suspending the effectiveness of the
Registration Statement shall have been issued or proceedings for that
purpose shall have been initiated or threatened by the Commission or
Newmont Mining shall have failed to receive all necessary "blue sky"
authorizations;
(c) A temporary restraining order, preliminary or permanent injunction or
other order or decree issued by any court or agency of competent
jurisdiction or other legal restraint or
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prohibition preventing the consummation of the Offer and/or the Newmont
Mining/Santa Fe Merger or any of the other transactions contemplated by
this Prospectus shall be in effect; a statute, rule, regulation, order,
injunction or decree shall have been enacted, entered, promulgated or
enforced by any court, administrative agency or commission or other
governmental authority or instrumentality which prohibits, restricts or
makes illegal the consummation of the Offer and/or the Newmont Mining/Santa
Fe Merger; or there shall have been a failure to obtain any required
consent or approval under foreign laws or regulations, the absence of which
would prohibit the consummation of the Offer or would have a material
adverse effect on Newmont Mining or Santa Fe;
(d) There shall be pending any suit, action or proceeding by any
governmental entity (i) challenging the Offer or the Newmont Mining/Santa
Fe Merger, seeking to restrain or prohibit the consummation of the Offer or
the Newmont Mining/Santa Fe Merger or seeking to obtain from Santa Fe or
Newmont Mining any damages that are material in relation to Santa Fe and
its subsidiaries taken as a whole, (ii) seeking to prohibit or limit the
ownership or operation by Santa Fe or Newmont Mining or any of their
subsidiaries of any material portion of the business or assets of Santa Fe
or Newmont Mining or any of their subsidiaries or to compel Santa Fe or
Newmont Mining or any of their subsidiaries, to dispose of or hold separate
any material portion of the business or assets of Santa Fe or Newmont
Mining or any of their subsidiaries, as a result of the Offer or the
Newmont Mining/Santa Fe Merger, (iii) seeking to impose limitations on the
ability of Newmont Mining to acquire or hold, or exercise full rights to
acquire or hold, or exercise full rights of ownership of, any shares of
capital stock of the surviving corporation of the Newmont Mining/Santa Fe
Merger, (iv) seeking to prohibit Newmont Mining from effectively
controlling in any material respect the business or operations of Santa Fe
or (v) which otherwise is reasonably likely to have a material adverse
effect on Newmont Mining or Santa Fe;
(e) (i) There shall have occurred any general suspension of trading in,
or limitation on prices for, securities on the NYSE, (ii) the declaration
of a banking moratorium or any suspension of payments in respect of banks
in the U.S., (iii) the commencement of a war, armed hostilities or other
international or national calamity directly or indirectly involving the
U.S., or in the case of any of the foregoing existing at the time of the
commencement of the Offer, a material acceleration or worsening thereof, or
(iv) any decline in either the Dow Jones Industrial Average or the Standard
and Poor's Index of 500 Industrial Companies by an amount in excess of 10%
measured from the close of business on , 1997;
(f) The representations and warranties of Santa Fe set forth in the
Homestake Merger Agreement that are qualified as to materiality shall fail
to be true and correct, and the representations and warranties of Santa Fe
set forth in the Homestake Merger Agreement that are not so qualified shall
fail to be true and correct in all material respects, in each case as of
the date of the Homestake Merger Agreement and as of the Expiration Date,
except to the extent any such representation or warranty expressly relates
to an earlier date (in which case as of such date); or
(g) There shall have occurred since the date of the Homestake Merger
Agreement any event, change, effect or development which, individually or
in the aggregate, has had or is reasonably likely to have, a Santa Fe
Material Adverse Effect.
The foregoing conditions are for the sole benefit of Newmont Mining and may
be asserted by Newmont Mining regardless of the circumstances giving rise to
any such conditions (including any action or inaction by Newmont Mining) or
may be waived by Newmont Mining in whole or in part (other than the Newmont
Mining Stockholder Approval Condition, the HSR Condition and the condition
relating to effectiveness of the Registration Statement). The determination as
to whether any condition has been satisfied shall be in the sole judgment of
Newmont Mining and will be final and binding on all parties. The failure by
Newmont Mining at any time to exercise any of the foregoing rights shall not
be
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deemed a waiver of any such right and each such right shall be deemed a
continuing right which may be asserted at any time and from time to time.
Notwithstanding the fact that Newmont Mining reserves the right to assert the
failure of a condition following acceptance for exchange but prior to exchange
in order to delay exchange or cancel its obligation to exchange properly
tendered Santa Fe Shares, Newmont Mining will either promptly exchange such
Santa Fe Shares or promptly return such Santa Fe Shares.
RELATIONSHIPS WITH SANTA FE
Except as set forth herein, neither Newmont Mining nor, to the best of its
knowledge, any of the persons listed in Schedule B hereto has any contract,
arrangement, understanding or relationship with any other person with respect
to any securities of Santa Fe, including, but not limited to, any contract,
arrangement, understanding or relationship concerning the transfer or the
voting of any such securities, joint ventures, loan or option arrangements,
puts or calls, guaranties of loans, guaranties against loss or the giving or
withholding of proxies. Except as described herein, there have been no
contacts, negotiations or transactions since January 1, 1993, between Newmont
Mining or, to the best of its knowledge, any of the persons listed in Schedule
B hereto, on the one hand, and Santa Fe or its affiliates, on the other hand,
concerning a merger, consolidation or acquisition, a tender offer or other
acquisition of securities, an election of directors, or a sale or other
transfer of a material amount of assets. Neither Newmont Mining, nor, to the
best of its knowledge, any of the persons listed in Schedule B hereto, has
since January 1, 1993 had any transaction with Santa Fe or any of its
executive officers, directors or affiliates that would require disclosure
under the rules and regulations of the Commission applicable to the Offer.
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. Except as set forth
herein, and except for Mr. Francisco, who may be deemed to beneficially own
480 Santa Fe Shares held by his wife in a retirement account, neither Newmont
Mining, Midtown One Corp. nor, to the best of its knowledge, any of the
persons listed on Schedule B hereto nor any associate or majority-owned
subsidiary of any of the foregoing, beneficially owns or has a right to
acquire any equity securities of Santa Fe. Except as set forth above, neither
Newmont Mining nor, to the best of its knowledge, any of the persons or
entities referred to above, nor any director, executive officer or subsidiary
of any of the foregoing, has effected any transaction in such equity
securities during the 60-day period preceding the date of this Prospectus.
As described under "Background of the Offer--General," on October 22, 1996,
Newmont Mining and Santa Fe entered into a mutual confidentiality agreement
(the "Confidentiality Agreement"). Pursuant to the Confidentiality Agreement,
each of the parties agreed, among other things, that, in general, except as
required by applicable law, it (and its directors, officers, employees and
representatives) would keep confidential all confidential materials provided
by the other party and would use such materials only for the purpose of
evaluating a possible transaction between the two parties. The obligation to
maintain the confidentiality of such information does not apply to information
which (i) is already in the possession of the party receiving the information,
(ii) becomes generally available to the public (other than as a result of
disclosure by the receiving party or its directors, officers, employees or
representatives) or (iii) becomes available to the receiving party on a non-
confidential basis from a source other than the disclosing party. The
Confidentiality Agreement provides that, without the prior written consent of
the disclosing party, except as required by applicable law, the receiving
party will not, and will cause its directors, officers, employees and
representatives not to, disclose to any person either the fact that
discussions or negotiations are taking place concerning a possible transaction
between the parties or any terms, conditions or other facts with
60
<PAGE>
respect to any such possible transaction, including the status thereof. The
Confidentiality Agreement also provides that, for a period of two years from
the date of the Confidentiality Agreement, each party will, subject to certain
exceptions, not directly or indirectly solicit for employment or hire any
employee of the other party or any subsidiary thereof with whom such party has
had contact in connection with the parties' consideration of a possible
transaction. The Confidentiality Agreement is governed by the laws of the
State of New York, and terminates upon the earlier of (i) two years from the
date of the Confidentiality Agreement or (ii) consummation of a transaction
between the parties.
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, Newmont Gold, 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 the 1995, the 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.
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 such affiliate of Santa
Fe at least $12,800 per year plus an annual royalty of 5% of net returns of
minerals mined and removed. To date during the term of the Mineral Sublease,
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 from such property
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
million 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 Limited 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.
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<PAGE>
FEES AND EXPENSES
Pursuant to a letter agreement dated October 24, 1996 (the "Letter
Agreement"), 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.
In connection with Goldman Sachs' engagement as financial advisor, Newmont
Mining anticipates that certain employees of Goldman Sachs may communicate in
person, by telephone or otherwise with a limited number of institutions,
brokers or other persons who are Santa Fe stockholders for the purpose of
assisting in the proxy solicitation referred to under "--Timing of the Offer."
Goldman Sachs will not receive any fee for or in connection with such
solicitation activities by its employees apart from the fees it is otherwise
entitled to receive as described above. In the ordinary course of business,
Goldman Sachs may actively trade the equity and debt securities of Newmont
Mining and Santa Fe for its own account and for the account of customers and,
accordingly, may at any time hold a long or short position in such securities.
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.
Newmont Mining has also retained Georgeson & Company Inc. to act as
Information Agent in connection with the Offer (the "Information Agent"). The
Information Agent may contact holders of Santa Fe Shares by mail, telephone,
telex, telegraph and personal interviews and may request brokers, dealers and
other nominee stockholders to forward the Offer materials to beneficial owners
of Santa Fe Shares. The Information Agent will receive a fee estimated not to
exceed $[ ] for such services, plus reimbursement of out-of-pocket expenses,
and Newmont Mining will indemnify the Information Agent against certain
liabilities and expenses in connection with the Offer, including liabilities
under federal securities laws.
Newmont Mining will pay the Exchange Agent reasonable and customary
compensation for its services in connection with the Offer, plus reimbursement
for out-of-pocket expenses, and will indemnify the Exchange Agent against
certain liabilities and expenses in connection therewith, including
liabilities under the federal securities laws. Brokers, dealers, commercial
banks and trust companies will be reimbursed by Newmont Mining for customary
mailing and handling expenses incurred by them in forwarding material to their
customers.
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<PAGE>
ACCOUNTING TREATMENT
Newmont Mining believes that the Newmont Mining/Santa Fe Merger will qualify
as a "pooling of interests" for accounting and financial reporting purposes,
based upon their review and the advice of Arthur Andersen LLP, their
independent public accountants but is subject to concurrence by the
Commission. Newmont Mining is seeking formal interpretive advice from the
Commission concerning the ability of Newmont Mining to account for the Offer
and the Newmont Mining/Santa Fe Merger as a pooling of interests. Under this
method of accounting, Newmont Mining will restate its consolidated financial
statements to include the assets, liabilities, shareholder's equity and
results of operations of Santa Fe at historical cost.
STOCK EXCHANGE LISTINGS
The Newmont Mining Common Stock is listed on the NYSE, the Paris Bourse, the
Brussels Stock Exchange and the Swiss Stock Exchange. Application will be made
to list the shares of Newmont Mining Common Stock to be issued pursuant to the
Offer and the Newmont Mining/Santa Fe Merger on all exchanges on which the
Newmont Mining Common Stock is listed.
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<PAGE>
BUSINESSES OF NEWMONT MINING AND SANTA FE
NEWMONT MINING
Newmont Mining was incorporated in 1921 under the laws of Delaware. Its sole
asset is approximately 91% of the outstanding shares of Newmont Gold Common
Stock. Newmont Gold is engaged, directly and through its subsidiaries and
affiliates, in gold production, exploration for gold and acquisition of gold
properties worldwide. Newmont Mining, together with Newmont Gold and its
subsidiaries (unless the context otherwise requires), are referred to herein
as the "Corporation."
Effective January 1, 1994, Newmont Gold acquired all of the operations and
assets of Newmont Mining, except for the capital stock of Newmont Gold
retained by Newmont Mining, and Newmont Gold assumed all of Newmont Mining's
liabilities. The number of outstanding shares of Newmont Mining capital stock
now equals the number of shares it owns of Newmont Gold so that stockholders
of both companies have identical per share interests in the reserves,
production, earnings and dividends of Newmont Gold's operations. The income
statements and balance sheets for the two companies are virtually the same
with the only difference being the minority interest in Newmont Gold reflected
in Newmont Mining's income statements and balance sheets.
Newmont Mining has been considering various approaches to simplify its
capital structure. To achieve this objective, Newmont Mining and Newmont Gold
are considering entering into the Newmont Gold Merger simultaneously with the
consummation of the Newmont Mining/Santa Fe Merger. See "The Offer--Purpose of
the Offer; the Newmont Mining/Santa Fe Merger." If the Newmont Gold Merger is
consummated, Newmont Gold would become a wholly owned subsidiary of Newmont
Mining. The Newmont Gold Merger would be subject to approval by the holders of
a majority of the outstanding shares of the Newmont Gold Common Stock. If
Newmont Mining and Newmont Gold decide to effect the Newmont Gold Merger,
Newmont Gold would call a special meeting of its stockholders to be held as
soon as reasonably practicable after the effective date of the Registration
Statement for the purpose of obtaining stockholder approval of the Newmont
Gold Merger. Since Newmont Mining owns approximately 91% of the outstanding
Newmont Gold Common Stock, it has sufficient voting power to approve the
Newmont Gold Merger without the vote of any other stockholder of Newmont Gold.
Alternatively, Newmont Mining and Newmont Gold may defer the Newmont Gold
Merger. In such event, Newmont Mining and Newmont Gold would enter into the
Contribution Transaction. See "The Offer--Purpose of the Offer; the Newmont
Mining/Santa Fe Merger." If the Contribution Transaction is consummated, Santa
Fe would become a wholly owned subsidiary of Newmont Gold and the number of
outstanding shares of Newmont Mining Common Stock would continue to be equal
to the number of Newmont Gold Common Stock owned by Newmont Mining. Thus,
there would be no financial impact to a former Santa Fe stockholder. The
Contribution Transaction would be subject to approval by the holders of a
majority of the outstanding shares of Newmont Gold Common Stock. If Newmont
Mining and Newmont Gold were to decide to affect the Contribution Transaction,
Newmont Gold would call a special meeting of its stockholders to be held as
soon as reasonably practicable after the effective date of the Registration
Statement for the purpose of obtaining stockholder approval of the
Contribution Transaction. Since Newmont Mining owns approximately 91% of the
outstanding shares of Newmont Gold Common Stock, it has sufficient voting
power to approve the Contribution Transaction without the vote of any other
stockholder of Newmont Gold.
As of January 3, 1997 there were 109,928,201 shares of Newmont Gold Common
Stock outstanding, of which 99,522,308 shares were owned by Newmont Mining. In
addition, as of that date, there were outstanding options to acquire 2,408,159
shares of Newmont Gold Common Stock, all of which were owned by Newmont
Mining.
64
<PAGE>
Substantially all of the Corporation's consolidated sales and operating
profit in 1995, 1994 and 1993 related to its gold mining activities. Although
most of the Corporation's consolidated identifiable assets relate to domestic
activities, 22% of its net identifiable assets as of December 31, 1995 were
related to foreign activities, with no single foreign operating entity
representing more than 10% of the Corporation's assets.
Newmont Gold is the second largest gold producer in North America with year-
end 1995 reserves of approximately 28.8 million equity ounces of gold.
Reserves have grown 52% since 1990 entirely as the result of internal
exploration. Production of approximately 1.9 million equity ounces in 1995 was
11% higher than in 1994. For the first nine months of 1996, equity production
of approximately 1.7 million ounces was 25% higher than in the comparable 1995
period. Total cash costs of $220 per equity ounce during the first nine months
of 1996 was $10 higher than the same period in 1995, but still below the
average western world cash costs of $257 for 1995 reported by Gold Fields
Mineral Services Ltd.
Newmont Gold discovered gold near Carlin, Nevada, in the early 1960s. The
Carlin Trend has become the largest gold district in North America. Since it
began production in 1965, Newmont Gold has produced more than 18 million
ounces at its 100% owned operations on the Carlin Trend from a combination of
surface and underground mines. Newmont Gold operates a wide array of
processing facilities including oxide mills, a refractory ore treatment plant,
oxide leaching and bio-oxidation.
In 1986, Newmont Gold discovered the Yanacocha gold deposit in Peru, which
has since become the largest gold district in South America. Production began
in 1993 and passed the 1.5 million ounce mark in mid-1996. Production for the
first nine months of 1996 was approximately 611,000 ounces, of which Newmont
Gold's 38% equity interest was approximately 232,000 ounces. Litigation in the
Peruvian courts is asserting Newmont Gold's right to increase its equity
position to 51% through the exercise of its pre-emptive right to acquire the
interest of a selling partner. The trial court has ruled in Newmont Gold's
favor, and a decision by an appellate court is expected soon.
Newmont Gold was also the first Western company to begin operations in the
former Soviet Union, with the start-up of a crushing plant and heap-leach
recovery operation in Uzbekistan in 1995. The venture, which processes gold
from existing low-grade stockpiles, is a 50/50 venture between Newmont Gold
and two entities of the Uzbek government. Production totalled approximately
226,000 ounces (approximately 113,000 equity ounces) during the first nine
months of 1996.
At the end of the first quarter of 1996, production began at Minahasa on the
Indonesian island of Sulawesi. The venture, in which Newmont Gold has an 80%
interest, produced 76,000 ounces of gold through September 30, 1996. Newmont
Gold currently has an 80% interest in the Batu Hijau copper/gold deposit on
the island of Sumbawa in Indonesia. Under the terms of the joint venture
agreement governing the Batu Hijau project, after the required contributions
are made by both Newmont Gold and its joint venture partner, Newmont Gold will
retain a 45% interest in the project. The project is awaiting various
Indonesian governmental approvals to commence the construction process.
Subject to obtaining these and other necessary governmental approvals,
production could begin in late 1999.
In addition, Newmont Gold has a 44% interest in a company that is conducting
a feasibility study on a small open pit mine at La Herradura in Mexico.
Production could begin in 1998.
Advanced stage exploration and/or joint venture discussions continue around
each of these operations as well as in Alaska and Ecuador. Additional
exploration is underway in the Caribbean and certain countries in East and
Southeast Asia.
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<PAGE>
SANTA FE
The following information concerning Santa Fe is excerpted from the 1995
Santa Fe 10-K:
"[Santa Fe] is engaged in the mining and processing of gold ores and the
exploration and development of gold properties. It is one of the largest
gold mining enterprises in North America, as measured by reserves and gold
production, with a total of 17.9 million ounces of proven and probable gold
reserves as of December 31, 1995, and total 1995 gold production of 846,000
ounces. [Santa Fe's] Twin Creeks Mine, which [Santa Fe] estimates to be the
third largest primary gold mine in North America, and its Lone Tree Mine
are located in northern Nevada; its Mesquite Mine is located in southern
California. [Santa Fe] also explores and evaluates precious metals
properties and prospects in the United States, elsewhere in North America,
South America, Central Asia, West Africa and the Southwestern Pacific
region."
"[Santa Fe] was incorporated in the State of Delaware in 1983 and, until
1994, was a wholly owned subsidiary of Santa Fe Pacific Corporation ("SFP")
or its predecessor corporations. During 1994, [Santa Fe] completed an
initial public offering of 14.6% of its common stock . . . and on September
30, 1994, SFP distributed its remaining ownership in [Santa Fe] to SFP
shareholders."
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<PAGE>
NEWMONT MINING AND SANTA FE
PRO FORMA COMBINED FINANCIAL INFORMATION
The following unaudited pro forma combined financial information combines
the historical consolidated balance sheets and statements of income of Newmont
Mining and Santa Fe, including their respective subsidiaries, after giving
effect to the Offer, the Newmont Mining/Santa Fe Merger and the Newmont Gold
Merger assuming 100% of the Santa Fe Shares are acquired. The unaudited pro
forma combined statements of income for the nine months ended September 30,
1996 and 1995 and each of the years in the three-year period ended December
31, 1995 give effect to the Offer, the Newmont Mining/Santa Fe Merger and the
Newmont Gold Merger as if it they had occurred at the beginning of each
period. The unaudited pro forma condensed combined balance sheet at September
30, 1996 gives effect to the Offer, the Newmont Mining/Santa Fe Merger and the
Newmont Gold Merger as if they had occurred on that date. These statements are
prepared on the pooling of interests basis of accounting and are based on the
assumptions set forth in the notes thereto. Certain information was derived
from the audited consolidated financial statements of Santa Fe contained in
the 1995 Santa Fe 10-K and the consolidated financial statements in the Santa
Fe September 30, 1996 10-Q which are incorporated herein by reference (except
for the report of Santa Fe's independent accountants contained therein which
is not incorporated herein by reference because the consent of such
independent accountants has not yet been obtained). See "Available
Information" and "Incorporation of Certain Information by Reference."
The information shown below should be read in conjunction with the
consolidated historical financial statements of Newmont Mining and Santa Fe,
including the respective notes thereto, which are incorporated by reference in
this Prospectus (except for the report of Santa Fe's independent accountants
contained therein which is not incorporated herein by reference because the
consent of Santa Fe's independent accountants has not yet been obtained) and
the unaudited pro forma combined per share financial information which appears
elsewhere in this Prospectus. See "Available Information" and "Incorporation
of Certain Information by Reference." The pro forma financial statements are
presented for comparative purposes only and are also not necessarily
indicative of the combined financial position or results of operations which
would have been realized had the Offer, the Newmont Mining/Santa Fe Merger and
the Newmont Gold Merger been consummated during the periods or as of the dates
for which the pro forma financial statements are presented. The pro forma
financial statements also are not necessarily indicative of the combined
financial position or results of operations in the future. Upon consummation
of the Offer, the Newmont Mining/Santa Fe Merger and the Newmont Gold Merger,
the actual financial position and results of operations of the surviving
corporation will differ, perhaps significantly, from the pro forma amounts
reflected herein due to a variety of factors, including changes in operating
results between the dates of the pro forma financial information and the dates
on which the Offer, the Newmont Mining/Santa Fe Merger and the Newmont Gold
Merger are consummated and thereafter, as well as the factors discussed under
"Risk Factors." In addition, Newmont Mining expects to achieve significant
operating cost savings as a result of the Newmont Mining/Santa Fe Merger. See
"Background of the Offer--Comparison of the Proposals." No adjustments have
been included in the pro forma financial statements set forth below for
anticipated cost savings.
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<PAGE>
NEWMONT MINING AND SANTA FE
PRO FORMA COMBINED INCOME STATEMENT--UNAUDITED
(IN THOUSANDS, EXCEPT PER SHARE)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
ADJUSTMENTS ADJUSTMENTS
FOR THE FOR THE
NEWMONT NEWMONT MINING/ NEWMONT GOLD PRO FORMA
MINING SANTA FE SANTA FE MERGER MERGER COMBINED
-------- -------- --------------- ------------ ---------
<S> <C> <C> <C> <C> <C>
Sales and other income
Sales................. $561,959 $238,253 $800,212
Dividends, interest
and other............ 18,826 5,983 24,809
-------- -------- --------
580,785 244,236 825,021
-------- -------- --------
Costs and expenses
Costs applicable to
sales................ 345,679 129,999 475,678
Depreciation,
depletion and
amortization......... 91,457 46,979 $ 8,349 (A)
342 (B) 147,127
Exploration and
research............. 39,147 23,257 62,404
General and
administrative....... 36,937 12,436 (342)(B) 49,031
Interest, net......... 32,652 9,628 42,280
Other................. 8,795 -- 8,795
-------- -------- ------- --------
554,667 222,299 8,349 785,315
-------- -------- ------- --------
Equity in income of
affiliated companies... 35,586 -- 35,586
-------- -------- --------
Pretax income........... 61,704 21,937 (8,349) 75,292
Income tax benefit
(provision)............ 10,755 (6,363) 2,922 (C) 7,314
Minority interest in
income of Newmont
Gold................... 6,861 -- -- $(6,861)(D) --
-------- -------- ------- ------- --------
Net income applicable to
common shares.......... $ 65,598 $ 15,574 $(5,427) $ 6,861 $ 82,606
======== ======== ======= ======= ========
Net income per common
share.................. $ 0.66 $ 0.12 $ 0.51
======== ======== ========
Weighted average number
of shares of common
stock equivalents
outstanding............ 99,260 131,464 (78,878) 10,412 162,258
</TABLE>
- --------
(A) Depreciation, depletion and amortization included in deferred mining costs
for the period by Santa Fe.
(B) Reclassification of depreciation, depletion and amortization included in
general and administrative expense by Santa Fe.
(C) Income tax benefit from incremental change in pretax income related to
adjustment (A) at U.S. Federal statutory rate of 35%.
(D) Adjustment of minority interest to reflect Newmont Gold as a wholly owned
subsidiary of Newmont Mining.
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<PAGE>
NEWMONT MINING AND SANTA FE
PRO FORMA COMBINED INCOME STATEMENT--UNAUDITED
(IN THOUSANDS, EXCEPT PER SHARE)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
ADJUSTMENTS ADJUSTMENTS
FOR THE FOR THE
NEWMONT NEWMONT MINING/ NEWMONT GOLD PRO FORMA
MINING SANTA FE SANTA FE MERGER MERGER COMBINED
-------- -------- --------------- ------------ ---------
<S> <C> <C> <C> <C> <C>
Sales and other income
Sales................. $451,849 $254,685 $706,534
Dividends, interest
and other............ 39,737 5,719 45,456
Gain on disposition of
investment........... 113,188 -- 113,188
-------- -------- --------
604,774 260,404 865,178
-------- -------- --------
Costs and expenses
Costs applicable to
sales................ 265,103 121,284 386,387
Depreciation,
depletion and
amortization......... 76,503 49,870 $8,791 (A)
665 (B) 135,829
Exploration and
research............. 40,549 24,246 64,795
General and
administrative....... 34,329 11,752 (665)(B) 45,416
Interest, net......... 26,137 7,114 33,251
Write-off of
exploration
property............. 18,767 -- 18,767
Other................. 8,641 -- 8,641
-------- -------- ------- --------
470,029 214,266 8,791 693,086
-------- -------- ------- --------
Equity in income of
affiliated companies... 20,996 -- 20,996
-------- -------- --------
Pretax income........... 155,741 46,138 (8,791) 193,088
Income tax provision.... 35,428 13,869 (3,077)(C) 46,220
Minority interest in
income of Newmont
Gold................... 11,668 -- $(11,668)(D) --
-------- -------- ------- -------- --------
Net income.............. 108,645 32,269 (5,714) 11,668 146,868
Preferred stock
dividends.............. 11,859 -- 11,859
-------- -------- ------- -------- --------
Net income applicable to
common shares.......... $ 96,786 $ 32,269 $(5,714) $ 11,668 $135,009
======== ======== ======= ======== ========
Net income per common
share.................. $ 1.12 $ 0.25 $ 0.90
======== ======== ========
Weighted average number
of shares of common
stock and common stock
equivalents
outstanding............ 86,310 131,387 (78,832) 10,351 149,216
</TABLE>
- --------
(A) Depreciation, depletion and amortization included in deferred mining costs
for the period by Santa Fe.
(B) Reclassification of depreciation, depletion and amortization included in
general and administrative expense by Santa Fe.
(C) Income tax benefit from incremental change in pretax income related to
adjustment (A) at a U.S. Federal statutory rate of 35%.
(D) Adjustment of minority interest to reflect Newmont Gold as a wholly owned
subsidiary of Newmont Mining.
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<PAGE>
NEWMONT MINING AND SANTA FE
PRO FORMA COMBINED INCOME STATEMENT--UNAUDITED
(IN THOUSANDS, EXCEPT PER SHARE)
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
ADJUSTMENTS ADJUSTMENTS
FOR THE FOR THE
NEWMONT NEWMONT MINING/ NEWMONT GOLD PRO FORMA
MINING SANTA FE SANTA FE MERGER MERGER COMBINED
-------- -------- --------------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Sales and other income
Sales................. $636,219 $345,421 $ 981,640
Dividends, interest
and other............ 42,157 8,212 50,369
Gain on disposition of
investment........... 113,188 -- 113,188
-------- -------- ----------
791,564 353,633 1,145,197
-------- -------- ----------
Costs and expenses
Costs applicable to
sales................ 370,617 166,989 537,606
Depreciation,
depletion and
amortization......... 106,835 67,451 $12,195 (A)
1,010 (B) 187,491
Exploration and
research............. 57,291 31,213 88,504
General and
administrative....... 45,953 20,652 (1,010)(B) 65,595
Interest, net......... 36,415 10,684 47,099
Write-off of
exploration
properties........... 52,521 -- 52,521
Other................. 8,963 -- 8,963
-------- -------- ------- ----------
678,595 296,989 12,195 987,779
-------- -------- ------- ----------
Equity in income of
affiliated companies... 28,895 -- 28,895
-------- -------- ----------
Pretax income........... 141,864 56,644 (12,195) 186,313
Income tax provision.... 16,992 16,832 (4,268)(C) 29,556
Minority interest in
income of Newmont
Gold................... 12,238 -- $(12,238)(D) --
-------- -------- ------- -------- ----------
Net income.............. 112,634 39,812 (7,927) 12,238 156,757
Preferred stock
dividends.............. 11,157 -- 11,157
-------- -------- ------- -------- ----------
Net income applicable to
common shares.......... $101,477 $ 39,812 $(7,927) $ 12,238 $ 145,600
======== ======== ======= ======== ==========
Net income per common
share.................. $ 1.17 $ 0.30 $ 0.97
======== ======== ==========
Weighted average number
of shares of common
stock and common stock
equivalents
outstanding............ 87,006 131,403 (78,842) 10,369 149,936
</TABLE>
- --------
(A) Depreciation, depletion and amortization included in deferred mining costs
for the period by Santa Fe.
(B) Reclassification of depreciation, depletion and amortization included in
general and administrative expense by Santa Fe.
(C) Income tax benefit from incremental change in pretax income related to
adjustment (A) at a U.S. Federal statutory rate of 35%.
(D) Adjustment of minority interest to reflect Newmont Gold as a wholly owned
subsidiary of Newmont Mining.
70
<PAGE>
NEWMONT MINING AND SANTA FE
PRO FORMA COMBINED INCOME STATEMENT--UNAUDITED
(IN THOUSANDS, EXCEPT PER SHARE)
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
ADJUSTMENTS ADJUSTMENTS
FOR THE FOR THE
NEWMONT NEWMONT MINING/ NEWMONT GOLD PRO FORMA
MINING SANTA FE SANTA FE MERGER MERGER COMBINED
-------- -------- --------------- ------------ ---------
<S> <C> <C> <C> <C> <C>
Sales and other income
Sales................. $597,370 $370,175 $967,545
Dividends, interest
and other............ 22,316 7,409 29,725
-------- -------- --------
619,686 377,584 997,270
-------- -------- --------
Costs and expenses
Costs applicable to
sales................ 326,385 169,655 496,040
Depreciation,
depletion and
amortization......... 91,115 75,726 $ 5,526 (A)
816 (B) 173,183
Exploration and
research............. 69,151 28,587 97,738
General and
administrative....... 41,892 18,155 (816)(B) 59,231
Interest, net......... 9,823 8,765 18,588
Other................. 42,655 -- 42,655
-------- -------- ------- --------
581,021 300,888 5,526 887,435
-------- -------- ------- --------
Equity in income of
affiliated companies... 15,395 -- 15,395
-------- -------- --------
Pretax income........... 54,060 76,696 (5,526) 125,230
Income tax benefit
(provision)............ 29,334 (19,995) 1,934 (C) 11,273
Minority interest in
income of Newmont
Gold................... 7,273 -- -- $(7,273)(D) --
-------- -------- ------- ------- --------
Net income.............. 76,121 56,701 (3,592) 7,273 136,503
Preferred stock
dividends.............. 15,813 -- 15,813
-------- -------- ------- ------- --------
Net income applicable to
common shares.......... $ 60,308 $ 56,701 $(3,592) $ 7,273 $120,690
======== ======== ======= ======= ========
Net income per common
share.................. $ 0.70 $ 0.46 $ 0.83
======== ======== ========
Weighted average number
of shares of common
stock and common stock
equivalents
outstanding............ 86,147 122,668 (73,601) 10,325 145,539
</TABLE>
- --------
(A) Depreciation, depletion and amortization included in deferred mining costs
for the period by Santa Fe.
(B) Reclassification of depreciation, depletion and amortization included in
general and administrative expense by Santa Fe.
(C) Income tax benefit from incremental change in pretax income related to
adjustment (A) at a U.S. Federal statutory rate of 35%.
(D) Adjustment of minority interest to reflect Newmont Gold as a wholly owned
subsidiary of Newmont Mining.
71
<PAGE>
NEWMONT MINING AND SANTA FE
PRO FORMA COMBINED INCOME STATEMENT--UNAUDITED
(IN THOUSANDS, EXCEPT PER SHARE)
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
ADJUSTMENTS ADJUSTMENTS
FOR THE FOR THE
NEWMONT NEWMONT MINING/ NEWMONT GOLD PRO FORMA
MINING SANTA FE SANTA FE MERGER MERGER COMBINED
-------- -------- --------------- ------------ ---------
<S> <C> <C> <C> <C> <C>
Sales and other income
Sales................. $628,809 $228,744 $857,553
Dividends, interest
and other............ 19,976 6,181 26,157
Gain on disposition of
investment........... 29,607 -- 29,607
-------- -------- --------
678,392 234,925 913,317
-------- -------- --------
Costs and expenses
Costs applicable to
sales................ 333,541 104,372 437,913
Depreciation,
depletion and
amortization......... 110,000 43,150 $ 6,545 (A)
1,025 (B) 160,720
Exploration and
research............. 52,694 21,864 74,558
General and
administrative....... 35,849 12,748 (1,025)(B) 47,572
Interest, net......... 12,393 11,754 24,147
Other................. 14,230 -- 14,230
-------- -------- ------- --------
558,707 193,888 6,545 759,140
-------- -------- ------- --------
Equity in income of
affiliated companies... 5,001 -- 5,001
-------- -------- --------
Pretax income from
continuing operations
before cumulative
effect of change in
accounting principle... 124,686 41,037 (6,545) 159,178
Income tax provision.... 18,565 13,369 (2,291)(C) 29,643
Minority interest in
income of Newmont
Gold................... 11,452 -- -- $(11,452)(D) --
-------- -------- ------- -------- --------
Income from continuing
operations before
cumulative effect of
change in accounting
principle.............. 94,669 27,668 (4,254) 11,452 129,535
Preferred stock
dividends.............. 15,910 -- 15,910
-------- -------- ------- -------- --------
Income from continuing
operations applicable
to common shares....... $ 78,759 $ 27,668 $(4,254) $ 11,452 $113,625
======== ======== ======= ======== ========
Income per common share
from continuing
operations............. $ 0.92 $ 0.25 $ 0.81
======== ======== ========
Weighted average number
of shares of common
stock and common stock
equivalents
outstanding............ 85,462 112,200 (67,320) 10,375 140,717
</TABLE>
- --------
(A) Depreciation, depletion and amortization included in deferred mining costs
for the period by Santa Fe.
(B) Reclassification of depreciation, depletion and amortization included in
general and administrative expense by Santa Fe.
(C) Income tax benefit from incremental change in pretax income related to
adjustment (A) at federal statutory rate of 35%.
(D) Adjustment of minority interest to reflect Newmont Gold as a wholly owned
subsidiary of Newmont Mining.
72
<PAGE>
NEWMONT MINING AND SANTA FE
PRO FORMA CONDENSED COMBINED BALANCE SHEET -- UNAUDITED
(IN THOUSANDS, EXCEPT PER SHARE)
SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
ADJUSTMENTS ADJUSTMENTS
FOR THE FOR THE
NEWMONT NEWMONT MINING/ NEWMONT GOLD PRO FORMA
MINING SANTA FE SANTA FE MERGER MERGER COMBINED
---------- ---------- --------------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Assets
Cash and cash
equivalents.......... $ 187,091 $ 38,790 $ 225,881
Inventories........... 211,718 42,716 254,434
Current portion of
deferred mining
costs................ -- 100,465 $(16,000)(A) 84,465
Other................. 96,950 6,223 (8,534)(B) 94,639
---------- ---------- -------- ----------
Current assets...... 495,759 188,194 (24,534) 659,419
Property, plant and
mine development,
net.................. 1,293,311 1,034,350 (24,000)(A) 2,303,661
Other long-term
assets............... 290,549 6,049 (51,181)(B) 245,417
---------- ---------- -------- ----------
Total assets........ $2,079,619 $1,228,593 $(99,715) $3,208,497
========== ========== ======== ==========
Liabilities
Short-term debt and
current portion of
long-term debt....... $ 61,804 -- $ 61,804
Other current
liabilities.......... 156,514 83,077 (8,534)(B)
(5,600)(C) 225,457
---------- ---------- -------- ----------
Current
liabilities........ 218,318 83,077 (14,134) 287,261
Long-term debt........ 585,009 394,866 979,875
Other long-term
liabilities.......... 149,403 186,175 (51,181)(B)
(8,400)(C) 275,997
---------- ---------- -------- ----------
Total liabilities... 952,730 664,118 (73,715) 1,543,133
---------- ---------- -------- ----------
Minority interest in
Newmont Gold........... 106,702 -- $(106,702)(E) --
---------- ---------- -------- --------- ----------
Stockholders' Equity
Common stock.......... 159,197 1,315 82,845 (D) 16,651 (E) 260,008
Capital in excess of
par value............ 568,158 327,279 (82,845)(D) 90,051 (E) 902,643
Retained earnings..... 292,832 235,881 (40,000)(A)
14,000 (C) 502,713
---------- ---------- -------- --------- ----------
Total stockholders'
equity............. 1,020,187 564,475 (26,000) 106,702 1,665,364
---------- ---------- -------- --------- ----------
Total liabilities
and stockholders'
equity............. $2,079,619 $1,228,593 $(99,715) -- $3,208,497
========== ========== ======== ========= ==========
</TABLE>
- --------
(A) Newmont Mining estimate of depreciation, depletion and amortization
included in deferred mining cost balances by Santa Fe. See Note 2 below.
(B) Reclassification of current deferred tax asset to current portion of
deferred income tax liability and of long-term deferred tax asset to long-
term deferred income tax liability to net pro forma deferred tax assets
and liabilities.
(C) Estimated incremental deferred income taxes related to adjustment (A) at a
U.S. Federal statutory rate of 35%.
(D) To reflect issuance of Newmont Mining Common Stock.
(E) Adjustment of stockholders' equity and minority interest to reflect
issuance of Newmont Mining Common Stock and Newmont Gold as a wholly owned
subsidiary of Newmont Mining.
73
<PAGE>
NEWMONT MINING AND SANTA FE
NOTES TO PRO FORMA COMBINED STATEMENTS OF INCOME
AND CONDENSED COMBINED BALANCE SHEET
1. The financial information of Newmont Mining and Santa Fe are presented
using similar accounting policies. However, Santa Fe includes certain
depreciation, depletion and amortization charges in mining costs while Newmont
Mining does not. To the extent that these mining costs have been capitalized
as deferred mining costs, pro forma adjustments have been made to charge the
depreciation, depletion and amortization component against current period
earnings consistent with Newmont Mining's accounting policy. Adjustments have
also been made for the tax impact resulting from these items assuming a 35%
U.S. Federal statutory rate.
2. For the pro forma balance sheet, Newmont Mining does not have sufficient
information available to determine the amount of depreciation, depletion and
amortization included in Santa Fe's deferred mining cost balances. Therefore,
such amounts were estimated by Newmont Mining based upon the average
percentage of depreciation, depletion and amortization costs capitalized to
deferred mining costs capitalized over the three years and nine months ended
September 30, 1996. The tax impact was assumed at a 35% U.S. Federal statutory
rate.
3. Santa Fe does not account for certain in-process inventories on the same
basis as Newmont Mining. Santa Fe includes costs in deferred mining costs
which Newmont Mining categorizes as inventory. Newmont Mining does not have
sufficient information to determine or estimate the amount of Santa Fe costs
that would be categorized as inventory under Newmont Mining's basis of
accounting. Therefore, no pro forma adjustment has been made. Although the
actual inventory and current deferred mine development cost balances of the
combined entity would likely be significantly different from the pro forma
amounts presented, the sum of the two is believed to be representative of the
total amount that would be included in current assets of the combined entity.
4. Newmont Mining expects that after combining with Santa Fe, estimated
annualized expense savings of approximately $50 million can be achieved, and
such savings are not reflected in the pro forma income statements. If such
savings are assumed in 1995, pro forma net income for 1995 would increase an
estimated $32.5 million, or $0.22 per share.
5. No provision has been made in the pro forma statements for expenses to be
incurred in connection with the acquisition. Such expenses will primarily
consist of investment advisory and professional fees, employee benefit and
severance costs and any "break-up" fee that may be payable to Homestake. Such
expenses will be charged to income in the period the acquisition is completed.
A preliminary estimate of such expenses, which is subject to change, is $100
million.
6. The pro forma issuance of shares of Newmont Mining Common Stock in
connection with the Newmont Gold Merger of September 30, 1996 is recorded at
the historical cost of the minority interest in Newmont Gold or Newmont
Mining's financial statements, since the shares of Newmont Mining Common Stock
issued represent identical interests in the same net assets as the shares of
Newmont Gold Common Stock exchanged.
7. Certain amounts have been reclassified to conform to the pro forma
presentation.
8. Comments relating to certain significant, non-recurring items included in
Newmont Mining's statements of income follow:
a. Dividends, interest and other income for the nine months ended
September 30, 1995 and year ended December 31, 1995 include $28.3 million
for business interruption insurance received for problems associated with
the refractory ore treatment plant at Newmont Mining's Carlin operation.
74
<PAGE>
b. Gain on disposition of investments for the nine months ended September
30, 1995 and year ended December 31, 1995 reflects a gain of $113.2 million
on the sale of Newmont Gold's 10.7% interest in Southern Peru Copper
Corporation which netted proceeds of $116.4 million.
c. The nine months ended September 30, 1995 and year ended December 31,
1995 include a charge of $18.8 million for the write-off of the Ivanhoe
exploration property in Nevada resulting from evaluation and determination
that the property did not meet Newmont Mining's criteria for development.
d. The year ended December 31, 1995 includes a charge of $33.8 million
for the write-off of the Grassy Mountain exploration property in Oregon
resulting from evaluation and determination that the property did not meet
Newmont Mining's criteria for development.
e. Other expense for the year ended December 31, 1994 includes a
provision of $36.1 million for matters concerning environmental obligations
associated with former mining activities related to Newmont Mining
subsidiaries. Of the amount, $20.0 million represents a valuation allowance
on accounts receivable from insurance companies for such matters. The
balance represents a charge as a result of Newmont Mining revising its
estimates of costs associated with these matters.
f. The income tax benefit (provision) for 1994 includes a benefit of
$12.6 million related to the charge discussed in (5) above and a benefit of
$16.2 million resulting from the resolution of certain tax issues
associated with prior years.
g. Gain on disposition of investment for the year ended December 31, 1993
reflects a gain of $29.6 million on the sale of Newmont Mining's 14%
interest in Newcrest Mining Limited which netted proceeds of $67 million.
9. If the Newmont Gold Merger transaction is not completed, then the
Contribution Transaction will take place. This will not result in any material
change in Newmont Mining's financial statements. They will continue to reflect
the Newmont Gold minority interest. If it is assumed that the Contribution
Transaction took place at the beginning of 1995, the pro forma combined net
income for 1995 would decrease to $147.1 million, but net income per share
would remain at $0.97 as pro forma weighted average shares of common stock and
common stock equivalents would decrease to 139.6 million. Likewise, if the
Contribution Transaction had taken place at the beginning of 1996, the pro
forma combined net income for the nine months ended September 30, 1996 would
have decreased to $77.3 million but net income per share would have remained
at $0.51 as pro forma weighted average shares of common stock and common stock
equivalents would have decreased to $151.8 million. If the Contribution
Transaction is assumed to occur on September 30, 1996, pro forma combined
stockholders' equity would be reduced by $106.7 million, and a minority
interest in Newmont Gold would be reflected at $106.7 million on the condensed
pro forma combined balance sheet.
Newmont Mining is not aware of significant, non-recurring items included in
Santa Fe's statements of income.
75
<PAGE>
NEWMONT MINING AND SANTA FE
PRO FORMA NET PROVEN AND PROBABLE RESERVES
The following table sets forth the proven and probable reserves of Newmont
Gold and Santa Fe on a combined basis as of December 31, 1995. The information
included in this table was derived from the proven and probable reserve
information contained in the 1995 Newmont Mining 10-K and the 1995 Santa Fe
10-K which are incorporated herein by reference. See "Incorporation of Certain
Information by Reference."
PRO FORMA NET PROVEN AND PROBABLE RESERVES (1)
<TABLE>
<CAPTION>
DECEMBER 31, 1995
-------------------------------------------
DRY SHORT GRADE CONTAINED EQUITY
PERCENT TONS (OUNCE OUNCES OUNCES
EQUITY (000S) PER TON) (000S) (000S)
------- --------- -------- --------- ------
<S> <C> <C> <C> <C> <C>
NEWMONT GOLD
Carlin, Nevada
Open Pit
Gold Quarry/Mac/Tusc.......... 100% 209,670 0.045 9,519 9,519
Carlin/Pete/Lantern........... 100% 14,818 0.031 456 456
Genesis/North Star............ 100% 41,349 0.029 1,194 1,194
Post/Goldbug.................. 100% 25,622 0.191 4,890 4,890
Capstone/Bootstrap/Tara....... 100% 19,851 0.046 915 915
Rain/Emigrant Springs......... 100% 4,864 0.035 169 169
--------- ------ ------
Total Open Pit.................... 316,174 0.054 17,143 17,143
--------- ------ ------
Underground
Carlin........................ 100% 936 0.429 402 402
Deep Star..................... 100% 847 0.930 788 788
Rain.......................... 100% 148 0.203 30 30
--------- ------ ------
Total Underground................. 1,931 0.632 1,220 1,220
Stockpiles and in process..... 100% 47,730 0.053 2,521 2,521
--------- ------ ------
Total Carlin (2)(3)............... 365,835 0.057 20,884 20,884
--------- ------ ------
Minera Yanacocha, Peru
Carachugo....................... 38% 35,459 0.025 896 340
Maqui Maqui..................... 38% 47,652 0.047 2,238 850
San Jose........................ 38% 52,160 0.032 1,690 642
Stockpiles and in process....... 38% 1,800 0.048 87 33
--------- ------ ------
Total Yanacocha (4)............... 137,071 0.036 4,911 1,865
--------- ------ ------
Zarafshan-Newmont, Uzbekistan
(5).............................. 50% 241,794 0.036 8,632 4,316
--------- ------ ------
Minahasa, Indonesia
Mesel/Leons/Nibong.............. 80% 9,668 0.207 2,006 1,605
Other........................... 80% 858 0.164 141 112
--------- ------ ------
Total Minahasa(6)................. 10,526 0.204 2,147 1,717
--------- ------ ------
Total............................. 755,226 0.048 36,574 28,782
--------- ------ ------
SANTA FE
Nevada
Twin Creeks Mine(7)............. 100% 150,144 0.070 10,467 10,467
Lone Tree(8).................... 100% 60,808 0.077 4,679 4,679
Trenton Canyon(9)............... 100% 20,073 0.029 590 590
Mule Canyon(10)................. 100% 8,985 0.112 1,002 1,002
--------- ------ ------
Total Nevada...................... 240,010 0.070 16,738 16,738
--------- ------ ------
Mesquite Mine, Imperial County,
California(11)................... 100% 52,805 0.021 1,132 1,132
--------- ------ ------
Total............................. 292,815 0.061 17,870 17,870
--------- ------ ------
TOTAL PRO FORMA RESERVES.......... 1,048,041 0.052 54,444 46,652
========= ====== ======
</TABLE>
76
<PAGE>
- --------
(/1/) The term "reserve" means that part of a mineral deposit which can be
economically and legally extracted or produced under reasonable
assumptions at the time of the reserve determination.
The term "economically," as used in the definition of reserve, implies
that profitable extraction or production under defined investment
assumptions has been established or analytically demonstrated. The
assumptions made must be reasonable, including assumptions concerning the
prices and costs that will prevail during the life of the project. The
term "legally," as used in the definition of reserve, does not imply that
all permits needed for mining and processing have been obtained or that
other legal issues have been completely resolved. However, for a reserve
to exist, there should be a reasonable basis to believe that issuance of
these permits or resolution of legal issues can be accomplished in a
timely manner.
The term "proven reserves" means reserves for which (a) quantity is
computed from dimensions revealed in outcrops, trenches, working or drill
holes, (b) grade and/or quality are computed from the result of detailed
sampling and (c) the sites for inspection, sampling and measurements are
spaced so closely and the geologic character is sufficiently defined that
size, shape, depth and mineral content of the reserves are well
established.
The term "probable reserves" means reserves for which quantity and grade
are computed from information similar to that used for proven reserves
but the sites for sampling are farther apart or are otherwise less
adequately spaced. The degree of assurance, although lower than that for
proven reserves, is high enough to assume continuity between points of
observation.
(/2/) Calculated using cutoff grades for as follows: oxide leach material not
less than 0.006 ounce per ton; refractory leach material (for the Gold
Quarry, Mac and Tusc deposits only) not less than 0.03 ounce per ton;
refractory mill material not less than 0.07 ounce per ton; oxide mill
material varies. Ore reserves were calculated using different recoveries
depending on each deposit's metallurgical properties and process. The
average oxide mill recoveries utilized were as follows: Mill No. 3-85%;
Mill No. 4-83%; Mill No. 5-82%. The average refractory mill recoveries
utilized were Mill No. 6-88%. The average leach recoveries utilized for
oxide material were as follows: North Area Leach Facility-63%; South Area
Leach Facility-61%; Rain Area Leach Facility-55%. The following average
leach recovery was utilized for refractory bioleach material in Gold
Quarry, Mac and Tusc deposits: 55%.
The term "cut-off grade" means the lowest grade of mineralized rock that
can be included in the reserve in a given deposit. Cut-off grades vary
between deposits depending upon prevailing economic conditions,
mineability of the deposit, amenability of the ore to gold extraction,
and milling or leaching facilities available.
(/3/) Approximately 65% of these reserves is refractory in nature. Refractory
ore is not amenable to the normal cyanidation recovery processes
currently used by Newmont Mining. Such ore must be oxidized before it is
subjected to the normal recovery processes. Refractory reserves of mill-
grade material contain at least 0.07 ounces per ton. Refractory reserves
of leach-grade material (Gold Quarry, Mac and Tusc deposits only) contain
at least 0.03 ounces per ton.
(/4/) Calculated by Newmont Mining using a cutoff grade not less than 0.010
ounces per ton. Assumed leach recovery is 60% to 83%, depending on each
deposit's metallurgical properties. All of the ore is oxidized.
(/5/) Material available to Zarafshan-Newmont for processing from designated
stockpiles or from other specified sources. All ore is oxidized. Tonnage
and gold content of material available to Zarafshan-Newmont for
processing from the designated stockpiles or from other specified sources
are guaranteed by state entities of Uzbekistan. Material will be crushed
and leached. The feasibility study prepared by Zarafshan-Newmont used a
50% to 65% leach recovery rate, depending on material type.
(/6/) Calculated by Newmont Mining using a cut-off grade of 0.058 ounces per
ton and mill recovery rates of 80% to 89% depending on material type.
Substantially all of the ore is refractory.
(/7/) Santa Fe estimates that approximately 86% of the contained ounces is
recoverable. Approximately 67% of the reserves are refractory.
(/8/) Santa Fe estimates that approximately 81% of the contained ounces is
recoverable. Approximately 86% of the reserves are refractory.
(/9/) Santa Fe estimates that approximately 74% of the contained ounces is
recoverable. Deposit is predominantly oxide ores.
(/10/) Santa Fe estimates that approximately 83% of the contained ounces is
recoverable. Approximately 79 % of the reserves is refractory.
(/11/) Santa Fe estimates that approximately 62% of the contained ounces is
recoverable. Approximately 83% of the reserves is oxide.
77
<PAGE>
NEWMONT MINING AND SANTA FE
PRO FORMA PRODUCTION, PRICE AND COST DATA
The following table sets forth certain pro forma production, price and cost
data for Newmont Mining and Santa Fe, including their respective subsidiaries,
on a combined basis after giving effect to the Offer, the Newmont Mining/Santa
Fe Merger and the Newmont Gold Merger assuming 100% of the Santa Fe Shares are
acquired. The data gives effect to the Offer, the Newmont Mining/Santa Fe
Merger and the Newmont Gold Merger as if they had occurred on January 1. The
data was derived from information contained in the 1995 Newmont Mining 10-K,
the 1995 Santa Fe 10-K, the 1996 Newmont Mining Form 10-Q for the nine months
ended September 30, 1996 and the 1996 Santa Fe Form 10-Q for the nine months
ended September 30, 1996, each of which is incorporated herein by reference
(other than, in the case of the 1995 Santa Fe 10-K, the report of Santa Fe's
independent accountants contained therein which is not incorporated herein by
reference because the consent of such accountants has not yet been obtained).
See "Available Information" and "Incorporation of Certain Information by
Reference."
<TABLE>
<CAPTION>
NEWMONT
MINING(1) SANTA FE PRO FORMA(1)
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
------------- ------------- -------------
1995 1994 1995 1994 1995 1994
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Equity production (in thousands of
ounces)............................ 1,863 1,671 846 936 2,709 2,607
Average realized price per equity
ounce.............................. $ 385 $ 384 $ 406 $ 398 $ 392 $ 389
Total cash cost per equity ounce.... $ 210 $ 202 $ 197 $ 184 $ 206 $ 196
Total production cost per equity
ounce.............................. $ 270 $ 258 $ 276 $ 266 $ 272 $ 261
<CAPTION>
NEWMONT
MINING(1) SANTA FE PRO FORMA(1)
NINE MONTHS NINE MONTHS NINE MONTHS
ENDED ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
------------- ------------- -------------
1996 1995 1996 1995 1996 1995
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Equity production (in thousands of
ounces)............................ 1,666 1,328 594 632 2,260 1,960
Average realized price per equity
ounce.............................. $ 393 $ 384 $ 411 $ 404 $ 398 $ 390
Total cash cost per equity ounce.... $ 220 $ 210 $ 223 $ 191 $ 221 $ 204
Total production cost per equity
ounce.............................. $ 280 $ 270 $ 306 $ 273 $ 287 $ 271
</TABLE>
- --------
(/1/) Datapresented is for Newmont Gold, which holds all of Newmont Mining's
operating assets.
78
<PAGE>
DESCRIPTION OF NEWMONT MINING CAPITAL STOCK
The authorized capital of Newmont Mining consists of 5,000,000 shares of
preferred stock, par value $5.00 per share, issuable in series, of which, as
of January 3, 1997, 240,000 shares of Junior Preferred Shares were reserved
for issuance, and 120,000,000 shares of Newmont Mining Common Stock, of which,
as of January 3, 1997, 99,522,308 were issued and outstanding. In connection
with the Offer, Newmont Mining intends to submit to its stockholders for their
approval an amendment to its Restated Certificate of Incorporation that would
increase the number of shares of Newmont Mining Common Stock authorized for
issuance to 225,000,000. All of the outstanding shares of capital stock of
Newmont Mining are fully paid and nonassessable. Holders of Newmont Mining's
capital stock have no preemptive rights.
DESCRIPTION OF NEWMONT MINING COMMON STOCK
The statements set forth below are summaries of certain provisions relating
to the Newmont Mining Common Stock. These summaries contain all material
provisions, but do not purport to be complete and are subject to, and are
qualified in their entirety by, the provisions of the Newmont Mining
Certificate, as amended, a copy of which is filed as an exhibit to the
Registration Statement of which this Prospectus forms a part.
DIVIDEND RIGHTS
Subject to the prior rights as to dividends of any preferred stock which may
be outstanding from time to time, the Newmont Mining Common Stock is entitled
to receive dividends out of assets legally available therefor at such times
and in such amounts as the Newmont Mining Board of Directors may from time to
time determine.
VOTING RIGHTS
Subject to the voting rights, if any, of any preferred stock which may be
outstanding from time to time, all voting rights are vested in the holders of
shares of the Newmont Mining Common Stock. Each outstanding share of Newmont
Mining Common Stock is entitled to one vote on all matters submitted to a vote
of stockholders. There is no cumulative voting. The Newmont Mining Board of
Directors is expressly authorized to adopt, amend or repeal the By-Laws of
Newmont Mining in any manner not inconsistent with the laws of the State of
Delaware or the Newmont Mining Certificate, subject to the power of the
stockholders to adopt, amend or repeal the By-Laws of Newmont Mining or to
limit or restrict the power of the Board of Directors of Newmont Mining to
adopt, or repeal the By-Laws of Newmont Mining, and Newmont Mining may in its
By-Laws confer powers and authorities upon the Newmont Mining Board of
Directors in addition to those conferred upon it by statute.
LIQUIDATION RIGHTS
Subject to the prior rights of creditors and the holders of any preferred
stock which may be outstanding from time to time, the shares of the Newmont
Mining Common Stock are entitled, in the event of voluntary or involuntary
liquidation, dissolution or winding up, to share pro rata in the distribution
of all remaining assets of Newmont Mining which are legally available for
distribution, after payment of all debts and other liabilities.
REDEMPTION AND PREEMPTIVE RIGHTS
The shares of Newmont Mining Common Stock are neither redeemable nor
convertible, and the holders thereof have no preemptive or subscription rights
to purchase any securities of Newmont Mining.
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APPROVAL OF CERTAIN MERGERS, CONSOLIDATIONS, SALES AND LEASES
Article NINTH of the Newmont Mining Certificate provides that, with certain
exceptions noted below, the affirmative vote of the holders of four-fifths of
all classes of stock of Newmont Mining entitled to vote in elections of
directors (considered as one class) shall be required (a) for the adoption of
an agreement for the merger or consolidation of Newmont Mining with any other
corporation, or (b) to authorize any sale or lease of all or any substantial
part of the assets of Newmont Mining to, or any sale or lease to Newmont
Mining or any subsidiary thereof in exchange for securities of Newmont Mining
of any assets (except assets having an aggregate fair market value of less
than $10 million) of, any other corporation, person or entity if, in either
case, as of the record date for the determination of stockholders entitled to
notice thereof or to vote thereon or consent thereto, such other corporation,
person or entity is the beneficial owner, directly or indirectly, of more than
10% of all outstanding shares of stock of Newmont Mining entitled to vote in
elections of directors (a "10% Holder"). Such affirmative vote or consent
shall be in addition to the vote of the holders of the stock of Newmont Mining
otherwise required by law or any agreement between Newmont Mining and any
national securities exchange.
For the purposes of Article NINTH, any corporation, person or entity shall
be deemed to be the beneficial owner of any shares of stock of Newmont Mining
(i) which it has the right to acquire pursuant to any agreement, or upon
exercise of conversion rights, warrants or options, or otherwise, or (ii)
which are beneficially owned, directly or indirectly (including shares deemed
owned through application of clause (i) above) by any other corporation,
person or entity, with which it or its affiliates or associates (as defined in
the Newmont Mining Certificate) have any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting or disposing of
stock of Newmont Mining, or which is its affiliate or associate.
Article NINTH does not apply to any transaction with any other corporation,
person or entity (i) if the Board of Directors of Newmont Mining has approved
a memorandum of understanding with such other corporation, person or entity
with respect to such transaction prior to the time that such other
corporation, person or entity shall have become a 10% Holder or (ii) in case
of a corporation, if Newmont Mining and its subsidiaries own a majority of the
outstanding shares of all classes of stock entitled to vote in elections of
directors. Article NINTH can be altered or repealed only upon the affirmative
vote of the record holders of four-fifths of all classes of stock of Newmont
Mining entitled to vote in elections of directors, considered as one class.
Article NINTH might be characterized as an anti-takeover provision since it
may render more difficult certain possible takeover proposals to acquire
control of Newmont Mining and make removal of management of Newmont Mining
more difficult.
EQUAL VALUE RIGHTS PLAN
Each outstanding share of Newmont Mining Common Stock carries with it a
dividend distribution of one equal value right (an "Equal Value Right"). The
terms of the Equal Value Rights are set forth in a Rights Agreement, dated as
of September 23, 1987, as amended (the "Equal Value Rights Agreement"),
between Newmont Mining and The Chase Manhattan Bank, as Rights Agent. The
following is a summary of the Equal Value Rights Agreement. This summary
contains all material provisions, but does not purport to be complete and is
subject to, and is qualified in its entirety by reference to, the provisions
of the Equal Value Rights Agreement. The Equal Value Rights Agreement and the
amendments thereto are filed as exhibits to the Registration Statement of
which this Prospectus forms a part.
Each Equal Value Right entitles the record holder to receive from Newmont
Mining on or after the date of any Extraordinary Transaction (as hereinafter
defined) an amount in cash equal to the amount, if any, by which the Equal
Value Price (as hereinafter defined) exceeds the sum of the cash
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consideration and the fair market value of the non-cash consideration paid for
each share of Newmont Mining Common Stock in the Extraordinary Transaction.
Unless earlier redeemed or unless an Extraordinary Transaction has theretofore
occurred, the Equal Value Rights will expire at the close of business on
September 23, 1997.
The term "Extraordinary Transaction" means an event in which, within two
years of the Control Date (as hereinafter defined), Newmont Mining, directly
or indirectly, effects a merger, consolidation or other extraordinary
corporate transaction in which the Newmont Mining Common Stock is changed into
or exchanged for securities, cash or other property. The term "Equal Value
Price" means the highest price per share paid by a Controlling Person (as
hereinafter defined) for any share of Newmont Mining Common Stock acquired by
it within 91 days prior to and including the Control Date, as such price is
adjusted pursuant to the Equal Value Rights Agreement.
The Equal Value Rights are evidenced by the certificates representing
outstanding shares of Newmont Mining Common Stock, and no certificates
representing the Equal Value Rights have been distributed. The Equal Value
Rights will separate from the Newmont Mining Common Stock and an Equal Value
Distribution Date will occur on the first date of public announcement by
Newmont Mining or a person (a "Controlling Person") who, together with all
Affiliates and Associates (as each term is defined in the Equal Value Rights
Agreement) of such person, shall be the beneficial owner of securities
entitled to cast 50% or more of the votes in the election of directors of
Newmont Mining, that a Controlling Person has become such (a "Control Date").
Until the Equal Value Distribution Date, (i) the Equal Value Rights will be
evidenced by the Newmont Mining Common Stock certificates and will be
transferred with and only with such Newmont Mining Common Stock certificates,
and (ii) the transfer of any outstanding Newmont Mining Common Stock
certificates will also constitute the transfer of the Equal Value Rights
associated therewith.
Until an Equal Value Right is exercised, the holder thereof, as such, has no
rights as a stockholder of Newmont Mining. At any time until a Control Date,
Newmont Mining may (but only with the concurrence of a majority of the
Continuing Directors (as defined in the Equal Value Rights Agreement)) redeem
the Equal Value Rights in whole, but not in part, at a price of $0.02 per
Equal Value Right.
Prior to the Equal Value Distribution Date, a majority of the Continuing
Directors (as defined in the Equal Value Rights Agreement) may supplement or
amend any provision of the Equal Value Rights Agreement without the approval
of stockholders. From and after the Equal Value Distribution Date, a majority
of the Continuing Directors may supplement or amend the Equal Value Rights
Agreement without the approval of stockholders under limited circumstances. No
supplement or amendment may be made that accelerates the expiration date of
the Equal Value Rights.
The Equal Value Rights may have certain anti-takeover effects in the event
that a person or group proposes to acquire Newmont Mining in a two-tier
transaction in which all stockholders do not receive the same price for their
shares.
STOCKHOLDER RIGHTS PLAN
Each outstanding share of Newmont Mining Common Stock carries with it one
preferred share purchase right (each a "Right"). The terms of the Rights are
set forth in a Rights Agreement, dated as of August 30, 1990, as amended (the
"Rights Agreement") between Newmont Mining and The Chase Manhattan Bank, as
Rights Agent. The following is a summary of the terms of the Rights Agreement.
This summary contains all material provisions, but does not purport to be
complete and is subject to, and is qualified in its entirety by reference to,
the provisions of the Rights Agreement. The Rights Agreement and the
amendments thereto are filed as exhibits to the Registration Statement of
which this Prospectus forms a part.
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Following the Distribution Date referred to below and except as described
below, each Right entitles the registered holder to purchase from Newmont
Mining one five-hundredth of a share (a "Preferred Share Fraction") of the
Newmont Mining Junior Preferred Shares at a purchase price of $150 per
Preferred Share Fraction, subject to adjustment (the "Purchase Price"). Unless
earlier redeemed by Newmont Mining or expired as a result of a transaction
described in Section 13(d) of the Rights Agreement has occurred, the Rights
will expire at the close of business on September 11, 2000 (the "Newmont
Mining Final Expiration Date").
Ownership of the Rights is evidenced by the Newmont Mining Common Stock
certificates representing shares then outstanding, and no separate
certificates representing the Rights have been distributed. The Rights will
separate from the Newmont Mining Common Stock and a Distribution Date will
occur upon the earlier of (i) the close of business on the tenth day after the
date of a public announcement that a person (other than any Exempt Person (as
defined in the Rights Agreement)) or group of affiliated or associated persons
(an "Acquiring Person") has acquired, or obtained the right to acquire,
beneficial ownership of 15% or more of the outstanding Newmont Mining Common
Stock (the "Stock Acquisition Date"), or (ii) the close of business on the
tenth business day after the date of the commencement of a tender offer or
exchange offer that would result in a person or entity beneficially owning 15%
or more of the outstanding Newmont Mining Common Stock. Until a Distribution
Date, (i) the Rights will be evidenced by the Newmont Mining Common Stock
certificates and will be transferred with and only with such Newmont Mining
Common Stock certificates and (ii) the transfer of any outstanding Newmont
Mining Common Stock certificates will also constitute a transfer of the Rights
associated therewith.
Except in the circumstances described below, after the Distribution Date,
each Right will be exercisable into a Preferred Share Fraction. Each Preferred
Share Fraction carries voting and dividend rights that are intended to produce
the equivalent of one share of Newmont Mining Common Stock, which rights are
subject to adjustment in the event of stock dividends, subdivisions and
combinations with respect to the Newmont Mining Common Stock. In lieu of
issuing certificates for fractions of Junior Preferred Shares (other than
fractions which are integral multiples of one five-hundredth of a share),
Newmont Mining may pay cash in accordance with the Rights Agreement.
If a person becomes an Acquiring Person other than pursuant to certain Board
approved tender or exchange offers, each holder of a Right, at any time
following the Distribution Date, has the right to receive, upon exercise,
Newmont Mining Common Stock (or, in certain circumstances, cash, property or
other securities of Newmont Mining) having a value equal to two times the
Purchase Price of the Right. In lieu of requiring payment of the Purchase
Price upon exercise of the Right following any such event, Newmont Mining may
provide that each Right be exchanged for one share of Newmont Mining Common
Stock (or cash, property or other securities, as the case may be). Following
the occurrence of the event set forth in the first sentence of this paragraph,
all Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will be null and
void.
In the event that, at any time following the Stock Acquisition Date, (i)
Newmont Mining is acquired in a merger or other business combination
transaction in which Newmont Mining is not the surviving corporation (other
than pursuant to certain tender or exchange offers approved by the Board of
Directors of Newmont Mining), (ii) Newmont Mining is the surviving corporation
in a consolidation or merger in connection with which all or part of the
outstanding Newmont Mining Common Stock is changed into or exchanged for stock
or other securities of another corporation or cash or any other property or
(iii) 50% or more of Newmont Mining's assets or earning power is sold or
transferred, each holder of a Right (except Rights that previously have been
voided as set forth above) has the right to receive, upon exercise, common
stock of the acquiring company having a value equal to two times the Purchase
Price of the Right.
The Purchase Price payable, and the number of Preferred Share Fractions or
other securities or property issuable, upon exercise of the Rights is subject
to adjustment to prevent dilution as a result of certain events described in
the Rights Agreement.
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Until a Right is exercised, the holder thereof, as such, has no rights as a
stockholder of Newmont Mining. At any time until the earlier of (i) the Stock
Acquisition Date and (ii) the Newmont Mining Final Expiration Date (but in
certain circumstances only with the concurrence of Continuing Directors (as
defined in the Rights Agreement)), Newmont Mining has the option to redeem the
Rights in whole, but not in part, at a price of $0.01 per Right, subject to
adjustment.
Prior to the Distribution Date, Newmont Mining may supplement or amend the
Rights Agreement without the approval of any holders of Common Stock. From and
after the Distribution Date, Newmont Mining may supplement or amend the Rights
Agreement without the approval of any holders of Rights under limited
circumstances. No supplement or amendment may be made that changes the
Redemption Price (as defined in the Rights Agreement), the Newmont Mining
Final Expiration Date, the Purchase Price or the number of Preferred Share
Fractions for which a Right is exercisable.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire Newmont
Mining without conditioning the offer on the Rights being redeemed or a
substantial number of Rights being acquired. The Rights should not interfere
with any merger or other business combination approved by the Board of
Directors of Newmont Mining because the Rights are either redeemable or are
not exercisable or do not go into effect under such circumstances.
DESCRIPTION OF NEWMONT MINING PREFERRED STOCK
The statements set forth below are summaries of certain provisions relating
to the preferred stock of Newmont Mining. These summaries contain all material
provisions, but do not purport to be complete and are subject to, and are
qualified in their entirety by, the provisions of the Newmont Mining
Certificate, as amended, and the Certificate of Designations for the Junior
Preferred Shares described below.
GENERAL
The Newmont Mining Certificate authorizes the issuance of 5,000,000 shares
of preferred stock, par value $5.00 per share, issuable in a series. The Board
of Directors of Newmont Mining has the power to fix various terms with respect
to each series of preferred stock, including voting powers, designations,
preferences, the relative, participating and optional or other rights,
qualifications, limitations and restrictions as set forth in resolutions
providing for the issue thereof adopted by the Board of Directors of Newmont
Mining or a duly authorized committee thereof. The Junior Preferred Shares
that may be issued in connection with Newmont Mining's Stockholder Rights Plan
(see "--Description of Newmont Mining Common Stock--Stockholder Rights Plan"
and "--Junior Preferred Shares") are the only series of preferred stock that
the Board of Directors of Newmont Mining has authorized for issuance by
Newmont Mining.
JUNIOR PREFERRED SHARES
GENERAL. A total of 240,000 shares of Junior Preferred Shares have been
reserved for issuance upon exercise of the Rights. See "--Description of
Newmont Mining Common Stock--Stockholder Rights Plan."
DIVIDEND RIGHTS. Each Junior Preferred Share has a preferential quarterly
dividend payable on the first day of January, April, July and October of each
year (or such other quarterly payment date as shall be specified by the Board
of Directors of Newmont Mining) in an amount equal to 500 times the dividend
(other than a stock dividend) declared on each share of Newmont Mining Common
Stock, but in no event less than $1.00.
VOTING RIGHTS. Each Junior Preferred Share will have 500 votes, subject to
adjustment as provided in the Certificate of Designations for the Junior
Preferred Shares, on all matters submitted to
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a vote of the stockholders of Newmont Mining and, except as provided in the
Certificate of Designations for the Junior Preferred Shares, the Newmont
Mining Certificate or by law, the holders of Junior Preferred Shares shall
vote together as one class.
LIQUIDATION RIGHTS. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of Newmont Mining, the holders of
Junior Preferred Shares will receive a preferred liquidation payment per share
equal to the greater of $500 per share (plus accrued dividends to the date of
distribution, whether or not earned or declared) or an amount per share equal
to 500 times the aggregate payment made per each share of Newmont Mining
Common Stock, in each case subject to adjustment as provided in the
Certificate of Designations for the Junior Preferred Shares.
EFFECT OF MERGERS, CONSOLIDATIONS, SALES AND LEASES. In the event of any
merger, consolidation, combination or other transaction in which shares of
Newmont Mining Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, each Junior Preferred Share will
be similarly exchanged or changed in an amount per share equal to 500 times
the aggregate amount and type of consideration received per share of Newmont
Mining Common Stock, subject to adjustment as provided in the Certificate of
Designations for the Junior Preferred Shares.
RANKING OF JUNIOR PREFERRED SHARES. The Junior Preferred Shares rank junior
to all other series of Newmont Mining's preferred stock as to the payment of
dividends and the distribution of assets, unless the terms of any such series
shall provide otherwise.
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COMPARISON OF RIGHTS OF HOLDERS OF SANTA FE SHARES AND NEWMONT MINING COMMON
STOCK
Pursuant to the Offer, stockholders of Santa Fe who elect to receive Newmont
Mining Common Stock in exchange for Santa Fe Shares will become stockholders
of Newmont Mining. The following is a summary of certain similarities and all
material differences between the rights of holders of Santa Fe Shares and the
rights of holders of Newmont Mining Common Stock. As each of Santa Fe and
Newmont Mining is organized under the laws of Delaware, these differences
arise solely from various provisions of the certificate of incorporation and
by-laws of each of Santa Fe and Newmont Mining.
The following summary does not purport to be a complete statement of the
rights of stockholders under Santa Fe's Amended and Restated Certificate of
Incorporation (the "Santa Fe Certificate") and the By-Laws of Santa Fe (the
"Santa Fe By-Laws") as compared with the rights of Newmont Mining's
stockholders under the Newmont Mining Certificate and the By-Laws of Newmont
Mining (the "Newmont Mining By-Laws"), or a complete description of the
specific provisions referred to herein. The summary is qualified in its
entirety by reference to the governing corporate instruments of Santa Fe and
Newmont Mining, to which stockholders are referred.
SPECIAL MEETINGS OF STOCKHOLDERS
Under Delaware law, special meetings of the stockholders may be called by
the board of directors or such other persons as may be authorized by the
certificate of incorporation or by-laws. The Santa Fe Certificate provides
that, subject to the requirements of law and certain rights of any holders of
preferred stock, if any, special meetings of stockholders may be called only
by the Santa Fe Board pursuant to a resolution approved by the affirmative
vote of a majority of the directors then in office. The Newmont Mining By-Laws
provide that a special meeting may be called by the Newmont Mining Board of
Directors, the Chairman of the Newmont Mining Board of Directors or the
President.
NUMBER OF DIRECTORS
Under Delaware law, the number of directors shall be fixed by or in the
manner provided in the by-laws, unless the certificate of incorporation fixes
the number of directors, in which case a change in the number of directors
shall be made only by amendment to the certificate of incorporation. The Santa
Fe Certificate provides that the Santa Fe Board is to consist of not less than
three nor more than fifteen directors (excluding directors elected by the
holders of any class or series of stock voting separately as a class or
series), as shall be determined from time to time by the vote of a majority of
the entire Santa Fe Board. The Newmont Mining By-Laws provide that the Newmont
Mining Board of Directors is to consist of not less than eight nor more than
fifteen directors, as shall be determined from time to time by the affirmative
vote of a majority of the directors then in office.
STOCKHOLDER PROPOSAL PROCEDURES
Under the Santa Fe By-Laws, business is properly brought before an annual
meeting if the Secretary of Santa Fe receives with regard to the annual
meeting, written notice not more than 60 days prior to the anniversary date of
the immediately preceding annual meeting and, with respect to the special
meeting, before the close of business on the tenth day following the date on
which notice of a special meeting was first sent or given to stockholders.
Stockholder notices must state, among other things, a brief description of the
proposal or nomination, the name and record address of the stockholder
proposing the business, a representation that the stockholder is the holder of
record of the stock of Santa Fe entitled to vote at such meeting and intends
to appear in person or by proxy to present such proposal and the class and
number of shares of Santa Fe beneficially owned by the stockholder. The
Newmont Mining By-Laws do not contain any similar advance notice provisions
for stockholder proposals.
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ADVANCE NOTICE OF STOCKHOLDER NOMINATIONS OF DIRECTORS
In the case of a stockholder of Santa Fe seeking to nominate a director,
under the Santa Fe By-Laws, such stockholder must comply with the Stockholder
Proposal Procedures described above. In addition, any such nomination must
include the following information: (i) the name and address or any person to
be nominated; (ii) a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder and (iii) such other information regarding such
nominee proposed by such stockholder as would be required to be included in a
proxy statement filed pursuant to Regulation 14A under the Exchange Act. The
Newmont Mining By-Laws do not contain any similar provisions.
INDEMNIFICATION
The Newmont Mining Certificate and Santa Fe Certificate both provide that
directors and officers will be indemnified to the full extent permitted by
Delaware law. In addition, both the Santa Fe By-Laws and the Newmont Mining
By-Laws provide for the indemnification of directors, officers and persons
serving at the request of the respective corporations as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise to the fullest extent permitted by the DGCL. The
Newmont Mining By-Laws also provide that the corporation may extend this right
to indemnification to any other person to whom Newmont Mining is permitted to
provide indemnification. The Santa Fe By-Laws do not provide for further
indemnification of other persons.
CERTAIN VOTING RIGHTS FOR MERGERS
Under Delaware law, any merger, consolidation or sale of all or
substantially all of the assets of a corporation requires the approval of the
holders of a majority (unless the certificate of incorporation requires a
higher percentage) of the outstanding shares of such corporation entitled to
vote thereon. The Santa Fe Certificate does not require a higher percentage.
Article NINTH of the Newmont Mining Certificate provides that, with certain
exceptions noted below, the affirmative vote of the holders of four-fifths of
all classes of stock of Newmont Mining entitled to vote in elections of
directors (considered as one class) shall be required (a) for the adoption of
an agreement for the merger or consolidation of Newmont Mining with any other
corporation, or (b) to authorize any sale or lease of all or any substantial
part of the assets of Newmont Mining to, or any sale or lease to Newmont
Mining or any subsidiary thereof in exchange for securities of Newmont Mining
of any assets (except assets having an aggregate fair market value of less
than $10 million) of, any other corporation, person or entity if, in either
case, such other corporation, person or entity is a 10% Holder. Such
affirmative vote or consent shall be in addition to the vote of the holders of
the stock of Newmont Mining otherwise required by law or any agreement between
Newmont Mining and any national securities exchange. Article NINTH does not
apply to any transaction with any other corporation, person or entity (i) if
the Board of Directors of Newmont Mining has approved a memorandum of
understanding with such other corporation, person or entity with respect to
such transaction prior to the time that such other corporation, person or
entity shall have become a 10% Holder or (ii) in case of a corporation, if
Newmont Mining and its subsidiaries own a majority of the outstanding shares
of all classes of stock entitled to vote in elections of directors of such
corporation. Article NINTH can be altered or repealed only upon the
affirmative vote of the record holders of four-fifths of all classes of stock
of Newmont Mining entitled to vote in elections of directors, considered as
one class.
CUMULATIVE VOTING
Under Delaware law, stockholders of a corporation are not entitled to
cumulate their votes in the election of directors unless the corporation's
certificate of incorporation so provides. Neither the Santa Fe Certificate nor
the Newmont Mining Certificate provides for cumulative voting.
REMOVAL OF DIRECTORS; FILLING VACANCIES ON THE BOARD OF DIRECTORS
Delaware law provides generally that any director or the entire board of
directors may be removed, with or without cause. In the case of a corporation
whose board of directors is classified, as is Santa
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Fe's Board, unless the certificate of incorporation provides otherwise,
stockholders may effect such removal only for cause. The Santa Fe Certificate
requires the affirmative vote of two-thirds of votes cast by holders of shares
entitled to vote in order to remove a director for cause, and directors may
not be removed without cause. The Newmont Mining Certificate does not contain
any provisions regarding the removal of directors.
Delaware law provides that vacancies may be filled by a majority of
directors then in office. Neither the Newmont Mining Certificate nor the Santa
Fe Certificate provides otherwise.
STOCKHOLDER ACTION BY WRITTEN CONSENT
Under Delaware law, unless otherwise provided in the certificate of
incorporation, any action which may be taken at any annual or special meeting
may be taken without a meeting and without prior notice, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding shares having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. The Newmont Mining
Certificate does not contain provisions to the contrary. Under the Santa Fe
Certificate, whenever Santa Fe has more than one stockholder, action by
written consent is not permitted.
AMENDMENT OF THE CERTIFICATE OF INCORPORATION
Under Delaware law, a corporation may amend its certificate of incorporation
if, among other things, such amendment is approved by a majority of the
outstanding stock entitled to vote. Whenever the certificate of incorporation
shall require for action by the board of directors or by the stockholders an
affirmative vote greater than that normally provided for by Delaware law, such
provision of the certificate of incorporation may not be amended or repealed
without such greater vote.
The Santa Fe Certificate requires the vote of 80% of outstanding shares to
amend the provisions regarding directors' indemnification, the composition of
the board of directors including classification thereof, and amendments of the
Santa Fe By-Laws. The Newmont Mining Certificate requires an affirmative vote
of four-fifth of all classes of stock to amend Article NINTH which is
discussed above under "--Certain Voting Rights for Mergers."
AMENDMENT OF BY-LAWS
Under Delaware law, the power to adopt, amend or repeal by-laws is vested in
the stockholders unless the certificate of incorporation confers the power to
adopt, amend or repeal by-laws upon the directors as well. The Santa Fe
Certificate confers such power on Santa Fe's Board of Directors. In addition,
stockholder amendments to the Santa Fe By-Laws require an affirmative vote of
80% of the stockholders of Santa Fe. Under the Newmont Mining Certificate,
subject to any by-laws made by the stockholders of Newmont Mining, the Newmont
Mining Board of Directors may amend the Newmont Mining By-Laws.
CLASSIFICATION OF BOARD OF DIRECTORS
Delaware law permits (but does not require) a certificate of incorporation
to provide that a board of directors be divided into classes, with each class
having a term of office longer than one year but not longer than three years.
The Newmont Mining Certificate does not provide for classification of the
board of directors, so directors are elected annually. The Santa Fe
Certificate provides for directors to be divided into three classes with each
class consisting as nearly as possible of one-third of the total number of
directors and each director serving a three year term.
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STOCKHOLDER RIGHTS PLANS
Delaware law permits the adoption of stockholder rights plans which may have
the effect of hindering changes in corporate control. For a summary of the
provisions of the stockholder rights plans of Newmont Mining, see "Description
of Newmont Mining Capital Stock--Description of Newmont Mining Common Stock--
Equal Value Rights Plan" and "--Stockholder Rights Plan." A summary of the
provisions of the Santa Fe Rights Agreement, which is Santa Fe's stockholder
rights plan, is set forth below.
SANTA FE RIGHTS PLAN
The Santa Fe Rights Agreement provides that, except as described below, each
Santa Fe Right, when exercisable, entitles the registered holder to purchase
from Santa Fe one one-hundredth of a share of Series A Junior Participating
Preferred Stock, par value $0.01 per share (the "Santa Fe Preferred Stock"),
at a price of $50.00 per one one-hundredth share (the "Santa Fe Purchase
Price"), subject to adjustment. The description and terms of the Santa Fe
Rights are set forth in the Santa Fe Rights Agreement. The following is a
summary of the Santa Fe Rights Agreement. This summary does not purport to be
complete and is subject to, and is qualified in its entirety by reference to,
the Santa Fe Rights Agreement which is filed as an exhibit to the 1995 Santa
Fe 10-K.
Currently, the Santa Fe Rights are attached to all Santa Fe Share
certificates representing shares outstanding, and no separate Santa Fe Right
certificates have been distributed. Until the earlier to occur of (i) the
close of business 10 days following a public announcement that a Santa Fe
Acquiring Person has acquired or, with certain exceptions, has obtained the
right to acquire, beneficial ownership of 15% or more of the outstanding Santa
Fe Shares (the "Santa Fe Shares Acquisition Date") or (ii) the close of
business 15 business days (or such later date as may be determined by action
of the Santa Fe Board prior to the time that any person becomes a Santa Fe
Acquiring Person) following the commencement of (or a public announcement of
an intention to make) a tender or exchange offer if, upon consummation of
which, such person or group would be the beneficial owner of 15% or more of
such outstanding Santa Fe Shares, the Santa Fe Rights will be evidenced by
Santa Fe Share certificates and not by separate certificates.
The Santa Fe Rights Agreement also provides that, until the Santa Fe
Distribution Date, the Santa Fe Rights will be transferred with and only with
the Santa Fe Shares. Until the Santa Fe Distribution Date (or earlier
redemption, expiration or termination of the Santa Fe Rights), the transfer of
any certificates for Santa Fe Shares will also constitute the transfer of the
Santa Fe Rights associated with the Santa Fe Shares represented by such
certificates. As soon as practicable following the Santa Fe Distribution Date,
separate certificates evidencing the Santa Fe Rights ("Santa Fe Right
Certificates") will be mailed to holders of record of the Santa Fe Shares as
of the close of business on the Santa Fe Distribution Date and, thereafter,
such separate Santa Fe Right Certificates alone will evidence the Santa Fe
Rights.
The Santa Fe Rights are not exercisable until the Distribution Date and will
expire at the earliest of (i) the close of business February 13, 2005 (the
"Santa Fe Final Expiration Date"), (ii) the redemption of the Santa Fe Rights
by Santa Fe as described below and (iii) the exchange of all Santa Fe Rights
for Santa Fe Shares as described below.
In the event that any person (other than Santa Fe, its affiliates or any
person receiving newly issued Santa Fe Shares directly from Santa Fe) becomes
the beneficial owner of 15% or more of the then outstanding Santa Fe Shares,
each holder of a Santa Fe Right will thereafter have the right to receive,
upon exercise at the current exercise price of the Santa Fe Right, Santa Fe
Shares (or, in certain circumstances, cash, property or other securities of
Santa Fe) having a value equal to two times the exercise price of the Santa Fe
Right.
88
<PAGE>
The Santa Fe Rights Agreement as amended by Santa Fe on December 8, 1996
also provides that the consummation of the Homestake Merger will not be deemed
to trigger a Santa Fe Distribution Date. Therefore, the provisions of the
Santa Fe Rights Agreement do not apply to the Homestake Merger, including as a
result of any amendment or supplement to the Homestake Merger Agreement.
In the event that, at any time following the Santa Fe Shares Acquisition
Date, Santa Fe is acquired in a merger or other business combination
transaction or 50% or more of Santa Fe's assets or earning power are sold,
proper provision will be made so that each holder of a Santa Fe Right will
thereafter have the right to receive, upon exercise at the then current
exercise price of the Santa Fe Right, common stock of the acquiring or
surviving company having a value equal to two times the exercise price of the
Santa Fe Right.
Notwithstanding the foregoing, following the occurrence of any of the events
set forth in the preceding two paragraphs (the "Santa Fe Triggering Events"),
any Santa Fe Rights that are, or (under certain circumstances specified in the
Santa Fe Rights Agreement) were, beneficially owned by any Santa Fe Acquiring
Person will immediately become null and void.
The Santa Fe Purchase Price payable, and the number of shares of Santa Fe
Preferred Stock or other securities or property issuable, upon exercise of the
Santa Fe Rights, are subject to adjustment from time to time to prevent
dilution, among other circumstances, in the event of a stock dividend on, or a
subdivision, split, combination, consolidation or reclassification of, the
Santa Fe Preferred Stock or the Santa Fe Shares, or a reverse split of the
outstanding shares of Santa Fe Preferred Stock or the Santa Fe Shares.
At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 15% or more of the outstanding
Santa Fe Shares and prior to the acquisition by such person or group of 50% or
more of the outstanding Santa Fe Shares, the Santa Fe Board may exchange the
Santa Fe Rights (other than Santa Fe Rights owned by such person or group,
which have become void), in whole or in part, at an exchange ratio of one
Santa Fe Share per Right, appropriately adjusted to reflect any stock split,
stock dividend or similar transaction.
With certain exceptions, no adjustment in the Santa Fe Purchase Price will
be required until cumulative adjustments require an adjustment of at least 1%
in the Santa Fe Purchase Price. Santa Fe will not be required to issue
fractional shares of Santa Fe Preferred Stock or Santa Fe Shares (other than
fractions in multiples of one one-hundredths of a share of Santa Fe Preferred
Stock) and, in lieu thereof, an adjustment in cash may be made based on the
closing price of the Santa Fe Preferred Stock or Santa Fe Shares on the last
trading date prior to the date of exercise.
At any time prior to the time that any person becomes a Santa Fe Acquiring
Person, the Santa Fe Board may redeem the Santa Fe Rights in whole, but not in
part, at a price of $0.01 per Santa Fe Right, appropriately adjusted to
reflect any stock split, stock dividend or similar transaction (the "Santa Fe
Redemption Price"), which may (at the option of Santa Fe) be paid in cash,
shares of common stock or other consideration deemed appropriate by the Santa
Fe Board. Upon the effectiveness of any action of the Santa Fe Board ordering
redemption of the Santa Fe Rights, the Santa Fe Rights will terminate and the
only right of the holders of Santa Fe Rights will be to receive the Santa Fe
Redemption Price.
Until a Santa Fe Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of Santa Fe, including, without limitation, the
right to vote or to receive dividends.
The provisions of the Santa Fe Rights Agreement may be amended by Santa Fe,
except that any amendment adopted after the time that a person becomes a Santa
Fe Acquiring Person may not adversely affect the interests of holders of Santa
Fe Rights. The Homestake Merger Agreement provides that, unless requested by
Homestake, the Santa Fe Board may not amend the Santa Fe Rights Agreement
prior to the date upon which holders of Santa Fe Shares meet to vote on the
Homestake Merger.
89
<PAGE>
MARKET PRICES AND DIVIDENDS
NEWMONT MINING
The Newmont Mining Common Stock is listed and principally traded on the NYSE
(under the symbol "NEM") and is also listed on the Paris Bourse, the Brussels
Stock Exchange and the Swiss Stock Exchanges. The following table sets forth,
for the periods indicated, the high and low sale prices per share of the
Newmont Mining Common Stock as reported on the NYSE Composite Tape, as
adjusted for an April 1994 1.2481-for-1 stock split.
<TABLE>
<CAPTION>
HIGH LOW
------ ------
<S> <C> <C>
1994
First Quarter................................................... $48.07 $40.67
Second Quarter.................................................. $45.67 $37.63
Third Quarter................................................... $46.75 $38.25
Fourth Quarter.................................................. $45.50 $33.88
1995
First Quarter................................................... $43.88 $33.13
Second Quarter.................................................. $45.25 $38.25
Third Quarter................................................... $46.25 $41.13
Fourth Quarter.................................................. $46.00 $36.63
1996
First Quarter................................................... $60.75 $45.67
Second Quarter.................................................. $60.50 $48.75
Third Quarter................................................... $54.75 $46.00
Fourth Quarter.................................................. $53.13 $43.88
1997
First Quarter (through January 6, 1997)......................... $44.68 $41.25
</TABLE>
The last reported sale price of the Newmont Mining Common Stock on the NYSE
on January 6, 1997 was $41.50 per share. On January 3, 1997, there were
approximately 5,077 stockholders of record of the Newmont Mining Common Stock.
Newmont Mining has paid cash dividends on its Common Stock at an annual rate
of $0.48 per share of the Newmont Mining Common Stock in each of the past five
years. The determination of the amount of future dividends, however, will be
made by Newmont Mining's Board of Directors from time to time and will depend
on the future earnings, capital requirements and financial condition of
Newmont Mining, Newmont Gold and Newmont Gold's subsidiaries, as well as other
relevant factors.
90
<PAGE>
SANTA FE
The Santa Fe Shares are listed on the NYSE (under the symbol "GLD") and the
CSE. The Santa Fe Shares first became available for public trading upon
effectiveness of the initial public offering of the Santa Fe Shares in June
1994. Prior to such offering, Santa Fe had been a wholly owned subsidiary of
SFP. In September 1994, after the initial public offering, SFP distributed its
remaining ownership in Santa Fe to SFP's stockholders. The following table
sets forth, for the periods indicated, the high and low sales prices per share
of the Santa Fe Shares as reported on the NYSE Composite Tape.
<TABLE>
<CAPTION>
HIGH LOW
------ ------
<S> <C> <C>
1994
Third Quarter................................................... $17.88 $13.50
Fourth Quarter.................................................. $17.25 $12.25
1995
First Quarter................................................... $12.88 $ 9.00
Second Quarter.................................................. $14.00 $11.63
Third Quarter................................................... $13.75 $11.88
Fourth Quarter.................................................. $13.13 $ 9.75
1996
First Quarter................................................... $18.25 $12.13
Second Quarter.................................................. $17.13 $13.13
Third Quarter................................................... $15.00 $12.25
Fourth Quarter.................................................. $17.00 $10.75
1997
First Quarter (through January 6, 1997)......................... $14.88 $14.25
</TABLE>
The last reported sale price of the Santa Fe Common Stock on the NYSE
Composite Tape on January 6, 1997, was $14.25 per share. As of February 20,
1996, according to the Santa Fe 1995 10-K, there were approximately 53,000
stockholders of record of the Santa Fe Shares.
Santa Fe has paid an annual cash dividend on the Santa Fe Shares of $0.05
per Santa Fe Share in each of 1995 and 1996. According to the 1995 Santa Fe
10-K, Santa Fe's "[d]eclaration and payment of cash dividends will depend upon
the assessment of the [Santa Fe Board] of [Santa Fe]'s financial condition,
earnings and funds from operations, the level of its capital and exploration
expenditures, its future business prospects and such other matters as the
[Santa Fe Board] deems relevant."
VALIDITY OF NEWMONT MINING COMMON STOCK
The validity of the shares of Newmont Mining Common Stock offered hereby
will be passed upon for Newmont Mining by White & Case, 1155 Avenue of the
Americas, New York, New York.
EXPERTS
The audited consolidated financial statements of Newmont Mining incorporated
by reference in this Prospectus have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in auditing and accounting in giving said
report.
91
<PAGE>
SCHEDULE A
SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW
(a) Notwithstanding any other provisions of this chapter, a corporation
shall not engage in any business combination with any interested stockholder
for a period of 3 years following the time that such stockholder became an
interested stockholder, unless:
(1) prior to such time the board of directors of the corporation approved
either the business combination or the transaction which resulted in the
stockholder becoming an interested stockholder, or
(2) upon consummation of the transaction which resulted in the
stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation outstanding at
the time the transaction commenced, excluding for purposes of determining
the number of shares outstanding those shares owned (i) by persons who are
directors and also officers and (ii) employee stock plans in which employee
participants do not have the right to determine confidentially whether
shares held subject to the plan will be tendered in a tender or exchange
offer, or
(3) At or subsequent to such time the business combination is approved by
the board of directors and authorized at an annual or special meeting of
stockholders, and not by written consent, by the affirmative vote of at
least 66 2/3% of the outstanding voting stock which is not owned by the
interested stockholder.
(b) The restrictions contained in this section shall not apply if:
(1) the corporation's original certificate of incorporation contains a
provision expressly electing not to be governed by this section;
(2) the corporation, by action of its board of directors, adopts an
amendment to its by-laws within 90 days of the effective date of this
section, expressly electing not to be governed by this section, which
amendment shall not be further amended by the board of directors;
(3) the corporation, by action of its stockholders, adopts an amendment
to its certificate of incorporation or by-laws expressly electing not to be
governed by this section, provided that, in addition to any other vote
required by law, such amendment to the certificate of incorporation or by-
laws must be approved by the affirmative vote of a majority of the shares
entitled to vote. An amendment adopted pursuant to this paragraph shall be
effective immediately in the case of a corporation that both (i) has never
had a class of voting stock that falls within any of the three categories
set out in subsection (b)(4) hereof, and (ii) has not elected by a
provision in its original certificate of incorporation or any amendment
thereto to be governed by this section. In all other cases, an amendment
adopted pursuant to this paragraph shall not be effective until 12 months
after the adoption of such amendment and shall not apply to any business
combination between such corporation and any person who became an
interested stockholder of such corporation on or prior to such adoption. A
by-law amendment adopted pursuant to this paragraph shall not be further
amended by the board of directors;
(4) the corporation does not have a class of voting stock that is (i)
listed on a national securities exchange, (ii) authorized for quotation on
The NASDAQ Stock Market or (iii) held of record by more than 2,000
stockholders, unless any of the foregoing results from action taken,
directly or indirectly, by an interested stockholder or from a transaction
in which a person becomes an interested stockholder;
(5) a stockholder becomes an interested stockholder inadvertently and (i)
as soon as practicable divests itself of ownership of sufficient shares so
that the stockholder ceases to be an
A-1
<PAGE>
interested stockholder and (ii) would not, at any time within the 3 year
period immediately prior to a business combination between the corporation
and such stockholder, have been an interested stockholder but for the
inadvertent acquisition of ownership;
(6) the business combination is proposed prior to the consummation or
abandonment of and subsequent to the earlier of the public announcement or
the notice required hereunder of a proposed transaction which (i)
constitutes one of the transactions described in the second sentence of
this paragraph; (ii) is with or by a person who either was not an
interested stockholder during the previous 3 years or who became an
interested stockholder with the approval of the corporation's board of
directors or during the period described in paragraph (7) of this
subsection (b); and (iii) is approved or not opposed by a majority of the
members of the board of directors then in office (but not less than 1) who
were directors prior to any person becoming an interested stockholder
during the previous 3 years or were recommended for election or elected to
succeed such directors by a majority of such directors. The proposed
transactions referred to in the preceding sentence are limited to (x) a
merger or consolidation of the corporation (except for a merger in respect
of which, pursuant to section 251(f) of the chapter, no vote of the
stockholders of the corporation is required); (y) a sale, lease, exchange,
mortgage, pledge, transfer or other disposition (in one transaction or a
series of transactions), whether as a part of a dissolution or otherwise,
of assets of the corporation or of any direct or indirect majority-owned
subsidiary of the corporation (other than to any direct or indirect wholly
owned subsidiary or to the corporation) having an aggregate market value
equal to 50% or more of either that aggregate market value of all of the
assets of the corporation determined on a consolidated basis or the
aggregate market value of all the outstanding stock of the corporation; or
(z) a proposed tender or exchange offer for 50% or more of the outstanding
voting stock of the corporation. The corporation shall give not less than
20 days notice to all interested stockholders prior to the consummation of
any of the transactions described in clauses (x) or (y) of the second
sentence of this paragraph; or
(7) The business combination is with an interested stockholder who became
an interested stockholder at a time when the restrictions contained in this
section did not apply by reason of any paragraphs (1) through (4) of this
subsection (b), provided, however, that this paragraph (7) shall not apply
if, at the time such interested stockholder became an interested
stockholder, the corporation's certificate of incorporation contained a
provision authorized by the last sentence of this subsection (b).
Notwithstanding paragraphs (1), (2), (3) and (4) of this subsection, a
corporation may elect by a provision of its original certificate of
incorporation or any amendment thereto to be governed by this section;
provided that any such amendment to the certificate of incorporation shall
not apply to restrict a business combination between the corporation and an
interested stockholder of the corporation if the interested stockholder
became such prior to the effective date of the amendment.
(c) As used in this section only, the term:
(1) "affiliate" means a person that directly, or indirectly through one
or more intermediaries, controls, or is controlled by, or is under common
control with, another person.
(2) "associate," when used to indicate a relationship with any person,
means (i) any corporation, partnership, unincorporated association or other
entity of which such person is a director, officer or partner or is,
directly or indirectly, the owner of 20% or more of any class of voting
stock, (ii) any trust or other estate in which such person has at least a
20% beneficial interest or as to which such person serves as trustee or in
a similar fiduciary capacity, and (iii) any relative or spouse of such
person, or any relative of such spouse, who has the same residence as such
person.
A-2
<PAGE>
(3) "business combination," when used in reference to any corporation and
any interested stockholder of such corporation, means:
(i) any merger or consolidation of the corporation or any direct or
indirect majority-owned subsidiary of the corporation with (A) the
interested stockholder, or (B) with any other corporation, partnership,
unincorporated association or other entity if the merger or
consolidation is caused by the interested stockholder and as a result
of such merger or consolidation subsection (a) of this section is not
applicable to the surviving entity;
(ii) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions), except
proportionately as a stockholder of such corporation, to or with the
interested stockholder, whether as part of a dissolution or otherwise,
of assets of the corporation or of any direct or indirect majority-
owned subsidiary of the corporation which assets have an aggregate
market value equal to 10% or more of either the aggregate market value
of all the assets of the corporation determined on a consolidated basis
or the aggregate market value of all the outstanding stock of the
corporation;
(iii) any transaction which results in the issuance or transfer by
the corporation or by any direct or indirect majority-owned subsidiary
of the corporation of any stock of the corporation or of such
subsidiary to the interested stockholder, except (A) pursuant to the
exercise, exchange or conversion of securities exercisable for,
exchangeable for or convertible into stock of such corporation or any
such subsidiary which securities were outstanding prior to the time
that the interested stockholder became such, (B) pursuant to a merger
under Section 251(g) of this title; (C) pursuant to a dividend or
distribution paid or made, or the exercise, exchange or conversion of
securities exercisable for, exchangeable for or convertible into stock
of such corporation or any such subsidiary which security is
distributed pro rata to all holders of a class or series of stock of
such corporation subsequent to the time the interested stockholder
became such, (D) pursuant to an exchange offer by the corporation to
purchase stock made on the same terms to all holders of said stock, or
(E) any issuance or transfer of stock by the corporation, provided
however, that in no case under (C)-(E) above shall there be an increase
in the interested stockholder's proportionate share of the stock of any
class or series of the corporation or of the voting stock of the
corporation;
(iv) any transaction involving the corporation or any direct or
indirect majority-owned subsidiary of the corporation which has the
effect, directly or indirectly, of increasing the proportionate share
of the stock of any class or series, or securities convertible into the
stock of any class or series, of the corporation or of any such
subsidiary which is owned by the interested stockholder, except as a
result of immaterial changes due to fractional share adjustments or as
a result of any purchase or redemption of any shares of stock not
caused, directly or indirectly, by the interested stockholder; or
(v) any receipt by the interested stockholder of the benefit,
directly or indirectly (except proportionately as a stockholder of such
corporation) of any loans, advances, guarantees, pledges, or other
financial benefits (other than those expressly permitted in
subparagraphs (i)-(iv) above) provided by or through the corporation or
any direct or indirect majority-owned subsidiary.
(4) "control," including the term "controlling," "controlled by" and
"under common control with," means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting stock, by
contract, or otherwise. A person who is the owner of 20% or more of the
outstanding voting stock of any corporation, partnership, unincorporated
association or other entity shall be presumed to have control of such
entity, in the absence of proof by a preponderance of the evidence to the
contrary. Notwithstanding the foregoing, a presumption of control shall not
apply where such
A-3
<PAGE>
person holds voting stock, in good faith and not for the purpose of
circumventing this section, as an agent, bank, broker, nominee, custodian
or trustee for one or more owners who do not individually or as a group
have control of such entity.
(5) "interested stockholder" means any person (other than the corporation
and any direct or indirect majority-owned subsidiary of the corporation)
that (i) is the owner of 15% or more of the outstanding voting stock of the
corporation, or (ii) is an affiliate or associate of the corporation and
was the owner of 15% or more of the outstanding voting stock of the
corporation at any time within the 3-year period immediately prior to the
date on which it is sought to be determined whether such person is an
interested stockholder; and the affiliates and associates of such person;
provided, however, that the term "interested stockholder" shall not include
(x) any person who (A) owned shares in excess of the 15% limitation set
forth herein as of, or acquired such shares pursuant to a tender offer
commenced prior to, December 23, 1987, or pursuant to an exchange offer
announced prior to the aforesaid date and commenced within 90 days
thereafter and either (I) continued to own shares in excess of such 15%
limitation or would have but for action by the corporation or (II) is an
affiliate or associate of the corporation and so continued (or so would
have continued but for action by the corporation) to be the owner of 15% or
more of the outstanding voting stock of the corporation at any time within
the 3-year period immediately prior to the date on which it is sought to be
determined whether such a person is an interested stockholder or (B)
acquired said shares from a person described in (A) above by gift,
inheritance or in a transaction in which no consideration was exchanged; or
(y) any person whose ownership of shares in excess of the 15% limitation
set forth herein in the result of action taken solely by the corporation
provided that such person shall be an interested stockholder if thereafter
such person acquires additional shares of voting stock of the corporation,
except as a result of further corporate action not caused, directly or
indirectly, by such person. For the purpose of determining whether a person
is an interested stockholder, the voting stock of the corporation deemed to
be outstanding shall include stock deemed to be owned by the person through
application of paragraph (8) of this subsection but shall not include any
other unissued stock of such corporation which may be issuable pursuant to
any agreement, arrangement or understanding, or upon exercise of conversion
rights, warrants or options, or otherwise.
(6) "person" means any individual, corporation, partnership,
unincorporated association or other entity.
(7) "Stock" means, with respect to any corporation, capital stock and,
with respect to any other entity, any equity interest.
(8) "Voting stock" means, with respect to any corporation, stock of any
class or series entitled to vote generally in the election of directors
and, with respect to any entity that is not a corporation, any equity
interest entitled to vote generally in the election of the governing body
of such entity.
(9) "owner" including the terms "own" and "owned" when used with respect
to any stock means a person that individually or with or through any of its
affiliates or associates:
(i) beneficially owns such stock, directly or indirectly; or
(ii) has (A) the right to acquire such stock (whether such right is
exercisable immediately or only after the passage of time) pursuant to
any agreement, arrangement or understanding, or upon the exercise of
conversion rights, exchange rights, warrants or options, or otherwise;
provided, however, that a person shall not be deemed the owner of stock
tendered pursuant to a tender or exchange offer made by such person or
any of such person's affiliates or associates until such tendered stock
is accepted for purchase or exchange; or (B) the right to vote such
stock pursuant to any agreement, arrangement or understanding;
provided, however, that a person shall not be deemed the owner of any
stock because of such person's
A-4
<PAGE>
right to vote such stock if the agreement, arrangement or understanding
to vote such stock arises solely from a revocable proxy or consent
given in response to a proxy or consent solicitation made to 10 or more
persons; or
(iii) has any agreement, arrangement or understanding for the purpose
of acquiring, holding, voting (except voting pursuant to a revocable
proxy or consent as described in item (B) of clause (ii) of this
paragraph), or disposing of such stock with any other person that
beneficially owns, or whose affiliates or associates beneficially own,
directly or indirectly, such stock.
(d) No provision of a certificate of incorporation or by-law shall require,
for any vote of stockholders required by this section, a greater vote of
stockholders than that specified in this section.
(e) The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all matters with respect to this section. (Last amended by
Ch. 79, L. '95, eff. 7-1-95.)
A-5
<PAGE>
SCHEDULE B
DIRECTORS AND EXECUTIVE OFFICERS OF NEWMONT MINING AND NEWMONT GOLD
The following table sets forth the name and present principal occupation or
employment, and the name of any corporation or other organization in which
such employment is carried on, of the directors and executive officers of
Newmont Mining and Newmont Gold.
DIRECTORS AND EXECUTIVE OFFICERS OF NEWMONT MINING AND NEWMONT GOLD
<TABLE>
<CAPTION>
PRESENT OFFICE OR OTHER PRINCIPAL
NAME OCCUPATION OR EMPLOYMENT
---- ---------------------------------
<S> <C>
Rudolph I. J. Agnew........... Director; Chairman of World Conservation
Monitoring Centre
J.P. Bolduc................... Director; Chairman and Chief Executive Officer
of JPB Enterprises, Inc.
Ronald C. Cambre.............. Director; Chairman, President and Chief
Executive Officer
Joseph P. Flannery............ Director; Chairman, President and Chief
Executive Officer of Uniroyal Holding, Inc.
Leo I. Higdon, Jr. ........... Director; Dean and Charles C. Abbott Professor
of the Darden Graduate School of Business
Administration at the University of Virginia
Thomas A. Holmes.............. Director; Retired Chairman and Chief Executive
Officer of Ingersoll-Rand Company
Robin A. Plumbridge........... Director; Chairman of Gold Fields of South
Africa Limited
Moeen A. Qureshi.............. Director; Chairman, Emerging Markets Partnership
Michael K. Reilly............. Director; Chairman of Zeigler Coal Holding
Company
William I. M. Turner, Jr. .... Director; Chairman and Chief Executive Officer
of EXSULTATE INC.
Robert H. Quenon(/1/)......... Director; Mining consultant
James V. Taranik(/1/)......... Director; President of Desert Research
Institute, University and Community College
System of Nevada
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
David A. Baker(/1/)........... Vice President, Environmental Affairs
Steven A. Conte(/1/).......... Vice President, Human Resources
Mary E. Donnelly(/1/)......... Vice President, Government Relations
W. Durand Eppler(/1/)......... Vice President, Business Development and
Planning
Gary E. Farmar................ Vice President and Controller
</TABLE>
B-1
<PAGE>
<TABLE>
<CAPTION>
PRESENT OFFICE OR OTHER PRINCIPAL
NAME OCCUPATION OR EMPLOYMENT
---- ---------------------------------
<S> <C>
Patricia A. Flanagan........... Vice President, Treasurer and Assistant
Secretary
David H. Francisco(/1/)........ Vice President, International Operations
Eric Hamer(/1/)................ Vice President and Senior Project Executive,
Batu Hijau
Joy E. Hansen.................. Vice President and General Counsel
Donald G. Karras............... Vice President, Taxes
Leendert G. Krol(/1/).......... Vice President, Exploration
Michael G. Moran(/1/).......... Vice President, Engineering Services
Jack H. Morris(/1/)............ Vice President, Corporate Relations
W. James Mullin(/1/)........... Vice President, North American Operations
Jean-Michel Rendu(/1/)......... Vice President, Technical Services
Timothy J. Schmitt............. Vice President, Secretary and Assistant General
Counsel
</TABLE>
- --------
(/1/) Elected director officer of Newmont Gold only.
B-2
<PAGE>
Manually signed facsimile copies of the Letter of Transmittal will be
accepted. The Letter of Transmittal, certificates for Santa Fe Shares and
Santa Fe Rights and any other required documents should be sent or delivered
by each holder of Santa Fe Shares or his broker, dealer, commercial bank,
trust company or other nominee to the Exchange Agent at one of its addresses
set forth below.
THE EXCHANGE AGENT
----------------
TELEPHONE NUMBER
[ ]
(call collect)
By Mail: Facsimile Transmission By Hand or Overnight
Courier:
[to come] Copy Numbers:
[ ] [To come]
[ ]
Confirm Facsimile by Telephone:
[ ]
[ ]
Any questions or requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective telephone numbers and
locations listed below. Any requests for additional copies of this Prospectus,
the Letter of Transmittal and the Notice of Guaranteed Delivery may be
directed to the Information Agent. You may also contact your local broker,
commercial bank, trust company or nominee for assistance concerning the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
GEORGESON
& COMPANY INC.
--------------
88 Pine Street
Wall Street Plaza
New York, New York 10005
Bankers and brokers call collect: (212) 440-9800 or (800) 445-1790
All others call toll free:
(800) 223-2064 (if in New York State) or (800) 533-1038 (if out of New York
State)
THE DEALER MANAGER FOR THE OFFER IS:
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
(212) 902-1000
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes and empowers
Newmont Mining to indemnify the directors, officers, employees and agents of
Newmont Mining against liabilities incurred in connection with, and related
expenses resulting from, any claim, action or suit brought against any such
person as a result of his relationship with Newmont Mining, provided that such
persons acted in good faith and in a manner such person reasonably believed to
be in, and not opposed to, the best interests of Newmont Mining in connection
with the acts or events on which such claim, action or suit is based. The
finding of either civil or criminal liability on the part of such persons in
connection with such acts or events is not necessarily determinative of the
question of whether such persons have met the required standard of conduct and
are, accordingly, entitled to be indemnified. The foregoing statements are
subject to the detailed provisions of Section 145 of the General Corporation
Law of the State of Delaware.
Newmont Mining By-Laws provide that each person who at any time is or shall
have been a director or officer of Newmont Mining, or is or shall have been
serving another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise in any capacity at the request of Newmont
Mining, and his heirs, executors and administrators, shall be indemnified by
the Company in accordance with and to the full extent permitted by the General
Corporation Law of the State of Delaware. Section 6 of the Newmont Mining By-
Laws facilitates enforcement of the right of directors and owners to be
indemnified by establishing such right as a contract right pursuant to which
the person entitled thereto may bring suit as if the indemnification
provisions of the By-Laws were set forth in a separate written contract
between Newmont Mining and the director or officer.
ITEM 21. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
------- ------------------------
<C> <S>
4.1 --Restated Certificate of Incorporation dated as of July 13, 1987.
Incorporated by reference to Exhibit 3 to the Registrant's Form 10-K
for the year ended December 31, 1987.
4.2 --By-Laws as amended through June 24, 1992 and adopted June 24, 1992.
Incorporated by reference to Exhibit (3)b to the Registrant's Form
10-K for the year ended December 31, 1992.
4.3 --Rights Agreement dated as of September 23, 1987 between the
Registrant and Manufacturers Hanover Trust Company as Equal Value
Agent relating to the Equal Value Rights. Incorporated by reference
to Exhibit 1 to the Registrant's Registration Statement on Form 8-A
dated September 25, 1987.
4.4 --First Amendment dated as of October 1, 1987 amending the Rights
Agreement dated as of September 23, 1987 between the Registrant and
Manufacturers Hanover Trust Company, as Rights Agent. Incorporated by
reference to Exhibit (4)b to the Registrant's Form 10-K for the year
ended December 31, 1990.
4.5 --Second Amendment dated as of May 1, 1989 amending the Rights
Agreement dated as of September 23, 1987 between the Registrant and
Manufacturers Hanover Trust Company, as Rights Agent. Incorporated by
reference to Exhibit 1 to the Registrant's Form 8 dated June 7, 1989.
4.6 --Rights Agreement dated August 30, 1990 between the Registrant and
Manufacturers Hanover Trust Company, as Rights Agent. Incorporated by
reference to Exhibit 1 to the Registrant's Registration Statement on
Form 8-A dated August 31, 1990.
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
------- ------------------------
<C> <S>
4.7 --First Amendment dated November 27, 1990 and Second Amendment dated
December 7, 1990 to the aforementioned Rights Agreement dated August
30, 1990. Incorporated by reference to Exhibits 2 and 3,
respectively, to the Registrant's Form 8 dated December 7, 1990.
4.8 --Third Amendment dated February 26, 1992 to the aforementioned Rights
Agreement dated August 30, 1990. Incorporated by reference to Exhibit
4 to the Registrant's Form 8 dated March 17, 1992.
5.1 --Opinion of White & Case.*
8.1 --Tax Opinion of White & Case.*
23.1 --Consent of Arthur Andersen LLP.
23.2 --Consent of White & Case (included in Exhibit 5.1).*
23.3 --Consent of White & Case (included in Exhibit 8.1).*
24.1 --Powers of Attorney of certain officers and directors.
99.1 --Form of Letter of Transmittal.
99.2 --Form of Notice of Guaranteed Delivery.
99.3 --Form of Broker Dealer Letter.
99.4 --Form of Letter to Clients.
99.5 --Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
99.6 --Newmont Mining Management Presentation to Shareholders.
</TABLE>
- --------
* To be filed by Amendment
ITEM 22. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
II-2
<PAGE>
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in
the registration statement when it became effective.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF DENVER, STATE OF
COLORADO ON THIS 6TH DAY OF JANUARY 1997.
Newmont Mining Corporation
/s/ Timothy J. Schmitt
By __________________________________
TIMOTHY J. SCHMITT VICE PRESIDENT,
SECRETARY AND ASSISTANT GENERAL
COUNSEL
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS (WHO INCLUDE
ALL MEMBERS OF THE BOARD OF DIRECTORS) IN THE CAPACITIES AND ON THE DATE
INDICATED.
SIGNATURE TITLE DATE
* Director January 6, 1997
- -------------------------------------
RUDOLPH I.J. AGNEW
* Director January 6, 1997
- -------------------------------------
J.P. BOLDUC
* Chairman, President January 6, 1997
- ------------------------------------- and Chief Executive
RONALD C. CAMBRE Officer and
Director
* Director January 6, 1997
- -------------------------------------
JOSEPH P. FLANNERY
* Director January 6, 1997
- -------------------------------------
LEO I. HIGDON, JR.
* Director January 6, 1997
- -------------------------------------
THOMAS A. HOLMES
* Director January 6, 1997
- -------------------------------------
ROBIN A. PLUMBRIDGE
* Director January 6, 1997
- -------------------------------------
MOEEN A. QURESHI
* Director January 6, 1997
- -------------------------------------
MICHAEL K. REILLY
* Director January 6, 1997
- -------------------------------------
WILLIAM I.M. TURNER, JR.
* Executive Vice January 6, 1997
- ------------------------------------- President and Chief
WAYNE W. MURDY Financial Officer
(Principal Financial
Officer)
* Vice President and January 6, 1997
- ------------------------------------- Controller
GARY E. FARMAR (Principal
Accounting Officer)
/s/ Timothy J. Schmitt
*By _________________________________
TIMOTHY J. SCHMITT AS ATTORNEY-
IN-FACT
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
------- ------------------------
<C> <S>
4.1 --Restated Certificate of Incorporation dated as of July 13, 1987.
Incorporated by reference to Exhibit 3 to the Registrant's Form 10-K
for the year ended December 31, 1987.
4.2 --By-Laws as amended through June 24, 1992 and adopted June 24, 1992.
Incorporated by reference to Exhibit (3)b to the Registrant's Form
10-K for the year ended December 31, 1992.
4.3 --Rights Agreement dated as of September 23, 1987 between the
Registrant and Manufacturers Hanover Trust Company as Equal Value
Agent relating to the Equal Value Rights. Incorporated by reference
to Exhibit 1 to the Registrant's Registration Statement on Form 8-A
dated September 25, 1987.
4.4 --First Amendment dated as of October 1, 1987 amending the Rights
Agreement dated as of September 23, 1987 between the Registrant and
Manufacturers Hanover Trust Company, as Rights Agent. Incorporated by
reference to Exhibit (4)b to the Registrant's Form 10-K for the year
ended December 31, 1990.
4.5 --Second Amendment dated as of May 1, 1989 amending the Rights
Agreement dated as of September 23, 1987 between the Registrant and
Manufacturers Hanover Trust Company, as Rights Agent. Incorporated by
reference to Exhibit 1 to the Registrant's Form 8 dated June 7, 1989.
4.6 --Rights Agreement dated August 30, 1990 between the Registrant and
Manufacturers Hanover Trust Company, as Rights Agent. Incorporated by
reference to Exhibit 1 to the Registrant's Registration Statement on
Form 8-A dated August 31, 1990.
4.7 --First Amendment dated November 27, 1990 and Second Amendment dated
and December 7, 1990 to the aforementioned Rights Agreement dated
August 30, 1990. Incorporated by reference to Exhibits 2 and 3,
respectively, to the Registrant's Form 8 dated December 7, 1990.
4.8 --Third Amendment dated February 26, 1992 to the aforementioned Rights
Agreement dated August 30, 1990. Incorporated by reference to Exhibit
4 to the Registrant's Form 8 dated March 17, 1992.
5.1 --Opinion of White & Case.*
8.1 --Tax Opinion of White & Case.*
23.1 --Consent of Arthur Andersen LLP.
23.2 --Consent of White & Case (included in Exhibit 5.1).*
23.3 --Consent of White & Case (included in Exhibit 8.1).*
24.1 --Powers of Attorney of certain officers and directors.
99.1 --Form of Letter of Transmittal.
99.2 --Form of Notice of Guaranteed Delivery.
99.3 --Form of Broker Dealer Letter.
99.4 --Form of Letter to Clients.
99.5 --Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
99.6 --Newmont Mining Management Presentation to Shareholders.
</TABLE>
- --------
* To be filed by Amendment
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated January 23, 1996
included in Newmont Mining Corporation's Form 10-K for the year ended December
31, 1995 and to all references to our firm included in this registration
statement.
Arthur Andersen LLP
Denver, Colorado
January 7, 1997
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joy E. Hansen and Timothy J. Schmitt, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and revocation, in his name and on his behalf, to do any and all
acts and things and to execute any and all instruments which they and each of
them may deem necessary or advisable to enable Newmont Mining Corporation (the
"Corporation") to comply with the Securities Act of 1933, as amended (the
"Act"), and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under the Act of of shares of Common Stock of the Corporation to be issued in
exchange for shares of common stock, par value $0.01 per share, of Santa Fe
Pacific Gold Corporation and/or in a merger therewith, including power and
authority to sign his name in any and all capacities (including his capacity as
a Director and/or Officer of the Corporation) to a Registration Statement on
Form S-4 or such other form as may be appropriate, and to any and all
amendments, including post-effective amendments, to such Registration Statement,
and to any and all instruments or documents filed as part of or in connection
with such Registration Statement or any amendments thereto; and the undersigned
hereby ratifies and confirms all that said attorneys-in-fact and agents, or any
of them, shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have
subscribed these presents as of the 3rd day of January 1997.
Signature Title
- --------- -----
/s/ J.P. Bolduc Director
- ---------------------------------
J.P. Bolduc
/s/ Ronald C. Cambre Chairman, President and
- --------------------------------- Chief Executive Officer
Ronald C. Cambre and Director
(Principal Executive Officer)
<PAGE>
/s/ Joseph P. Flannery Director
- ---------------------------------
Joseph P. Flannery
/s/ Thomas A. Holmes Director
- ---------------------------------
Thomas A. Holmes
/s/ Robin A. Plumbridge Director
- ---------------------------------
Robin A. Plumbridge
/s/ Moeen A. Qureshi Director
- ---------------------------------
Moeen A. Qureshi
/s/ Michael K. Reilly Director
- ---------------------------------
Michael K. Reilly
/s/ Wayne W. Murdy Executive Vice President
- --------------------------------- and Chief Financial Officer
Wayne W. Murdy (Principal Financial Officer)
/s/ Gary E. Farmar Vice President and Controller
- --------------------------------- (Principal Accounting Officer)
Gary E. Farmar
-2-
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joy E. Hansen and Timothy J. Schmitt, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and revocation, in his name and on his behalf, to do any and all
acts and things and to execute any and all instruments which they and each of
them may deem necessary or advisable to enable Newmont Mining Corporation (the
"Corporation") to comply with the Securities Act of 1933, as amended (the
"Act"), and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under the Act of of shares of Common Stock of the Corporation to be issued in
exchange for shares of common stock, par value $0.01 per share, of Santa Fe
Pacific Gold Corporation and/or in a merger therewith, including power and
authority to sign his name in any and all capacities (including his capacity as
a Director and/or Officer of the Corporation) to a Registration Statement on
Form S-4 or such other form as may be appropriate, and to any and all
amendments, including post-effective amendments, to such Registration Statement,
and to any and all instruments or documents filed as part of or in connection
with such Registration Statement or any amendments thereto; and the undersigned
hereby ratifies and confirms all that said attorneys-in-fact and agents, or any
of them, shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have
subscribed these presents as of the 3rd day of January 1997.
Signature Title
- --------- -----
/s/ Rudolph I.J. Agnew Director
- ---------------------------------
Rudolph I.J. Agnew
/s/ Leo I. Higdon, Jr. Director
- ---------------------------------
Leo I. Higdon, Jr.
/s/ William I.M. Turner, Jr. Director
- ---------------------------------
William I.M. Turner, Jr.
<PAGE>
EXHIBIT 99.1
LETTER OF TRANSMITTAL
TO EXCHANGE EACH OUTSTANDING SHARE OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS) OF
SANTA FE PACIFIC GOLD CORPORATION
FOR
0.40 OF A SHARE OF COMMON STOCK
OF
NEWMONT MINING CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON , 1997, UNLESS THE OFFER IS EXTENDED. SANTA FE SHARES WHICH ARE
TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE
EXPIRATION OF THE OFFER.
THE EXCHANGE AGENT FOR THE OFFER IS:
[ ]
BY MAIL: BY FACSIMILE TRANSMISSION (FOR ELIGIBLE
INSTITUTIONS ONLY): FAX: [ ]
BY HAND OR
[ ] OVERNIGHT DELIVERY:
[ ]
CONFIRM BY TELEPHONE
[ ]
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER THAN AS
SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS
LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND COMPLETE THE SUBSTITUTE FORM
W-9 PROVIDED BELOW.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by stockholders if
certificates for Santa Fe Shares (including the Santa Fe Rights) (as each is
defined herein) are to be forwarded herewith or, unless an Agent's Message (as
defined in the Prospectus hereinafter referred to) is utilized, if delivery of
Santa Fe Shares are to be made by book-entry transfer to the account
maintained by the Exchange Agent at The Depository Trust Company ("DTC"), the
Midwest Securities Trust Company ("MSTC") or the Philadelphia Depository Trust
Company ("PDTC") (DTC, MSTC and PDTC, each, a "Book-Entry Transfer Facility"
and collectively, the "Book-Entry Transfer Facilities"), pursuant to the
procedures set forth under "The Offer--Procedure for Tendering" in the
Prospectus. STOCKHOLDERS WILL BE REQUIRED TO TENDER ONE SANTA FE RIGHT FOR
EACH SANTA FE SHARE TENDERED IN ORDER TO EFFECT A VALID TENDER OF SANTA FE
SHARES, UNLESS THE RIGHTS PLAN CONDITION (AS DEFINED IN THE PROSPECTUS) HAS
BEEN SATISFIED OR WAIVED. UNLESS THE SANTA FE DISTRIBUTION DATE (AS DEFINED IN
THE PROSPECTUS) OCCURS, A TENDER OF SANTA FE SHARES WILL CONSTITUTE A TENDER
OF THE ASSOCIATED SANTA FE RIGHTS. Stockholders who tender Santa Fe Shares by
book-entry transfer are referred to herein as "Book-Entry Stockholders" and
other stockholders are referred to herein as "Certificate Stockholders."
Stockholders whose certificates are not immediately available or who cannot
deliver their certificates and all other documents required hereby to the
Exchange Agent on or prior to the Expiration Date (as defined in the
Prospectus), or who cannot comply with the book-entry transfer procedures on a
timely basis, may nevertheless tender their Santa Fe Shares according to the
guaranteed delivery procedures set forth under "The Offer--Procedure for
Tendering" in the Prospectus. See Instruction 2. DELIVERY OF DOCUMENTS TO A
BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE
AGENT FOR THIS OFFER (AS DEFINED HEREIN).
<PAGE>
[_]CHECK HERE IF SANTA FE SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH A BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution
----------------------------------------------------
Check Box of Applicable Book-Entry Transfer Facility
[_] DTC [_] MSTC [_] PDTC (check one)
Account Number
--------------------------------------------------------------
Transaction Code Number
-------------------------------------------------------
[_]CHECK HERE IF SANTA FE SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s)
--------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery
-----------------------------------
Name of Institution which Guaranteed Delivery
---------------------------------------
If Delivery by Book-Entry Transfer, Check Box of Applicable Book-Entry
Transfer Facility:
[_] DTC [_] MSTC [_] PDTC (check one)
Account Number
--------------------------------------------------------------
Transaction Code Number
-------------------------------------------------------
2
<PAGE>
DESCRIPTION OF SANTA FE SHARES TENDERED
- --------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF
REGISTERED HOLDER(S)
(PLEASE FILL IN EXACTLY AS
NAME(S) APPEAR(S) ON SANTA FE SHARES TENDERED
CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
- --------------------------------------------------------------------------------
TOTAL
NUMBER OF
SANTA FE NUMBER OF
SHARES SANTA FE
CERTIFICATE EVIDENCED BY SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
TOTAL SANTA FE
SHARES
-----------------------------------------------------
* Need not be completed by stockholders delivering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Santa Fe Shares
evidenced by any certificate(s) delivered to the Exchange Agent are
being tendered. See Instruction 4.
3
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby delivers to Newmont Mining Corporation, a Delaware
corporation ("Newmont Mining"), the above-described shares of Common Stock,
par value $0.01 per share (each a "Santa Fe Share" and collectively the "Santa
Fe Shares"), of Santa Fe Pacific Gold Corporation, a Delaware corporation
("Santa Fe"), including the associated preferred share purchase rights (each a
"Santa Fe Right" and collectively the "Santa Fe Rights") issued pursuant to
the Rights Agreement, dated as of January 26, 1995, as amended, between Santa
Fe and Harris Trust and Savings Bank, as Rights Agent, pursuant to Newmont
Mining's offer to exchange 0.40 of a share of Common Stock, par value $1.60
per share, of Newmont Mining (the "Newmont Mining Common Stock") for each
outstanding Santa Fe Share, upon the terms and subject to the conditions set
forth in the Prospectus dated , 1997 (the "Prospectus"), receipt of which
is hereby acknowledged, and in this Letter of Transmittal (which together with
the Prospectus constitute the "Offer"). Unless the context otherwise requires
and unless and until the Santa Fe Rights are redeemed, all references to Santa
Fe Shares shall include the associated Santa Fe Rights.
Upon the terms and subject to the conditions of the Offer, subject to, and
effective upon, acceptance of the Santa Fe Shares tendered herewith in
accordance with the terms of the Offer, the undersigned hereby sells, assigns
and transfers to, or upon the order of, Newmont Mining, all right, title and
interest in and to all of the Santa Fe Shares that are being tendered hereby
and any and all Santa Fe Shares and other securities issued or issuable in
respect thereof on or after , 1997 (collectively, "Distributions"), and
appoints the Exchange Agent the true and lawful agent and attorney-in-fact of
the undersigned with respect to such Santa Fe Shares (and any Distributions),
with full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (a) deliver such Santa Fe
Share Certificates (as defined herein) (and any Distributions) or transfer
ownership of such Santa Fe Shares (and any Distributions) on the account books
maintained by a Book-Entry Transfer Facility, together in either such case
with all accompanying evidences of transfer and authenticity, to or upon the
order of Newmont Mining, (b) present such Santa Fe Shares (and any
Distributions) for transfer on the books of Santa Fe and (c) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Santa Fe Shares (and any Distributions), all in accordance with the terms and
the conditions of the Offer.
THE UNDERSIGNED UNDERSTANDS THAT STOCKHOLDERS WILL BE REQUIRED TO TENDER ONE
SANTA FE RIGHT FOR EACH SANTA FE SHARE TENDERED IN ORDER TO EFFECT A VALID
TENDER OF SANTA FE SHARES, UNLESS THE RIGHTS PLAN CONDITION (AS DEFINED IN THE
PROSPECTUS) HAS BEEN SATISFIED OR WAIVED. UNLESS THE SANTA FE DISTRIBUTION
DATE (AS DEFINED IN THE PROSPECTUS) OCCURS, A TENDER OF SANTA FE SHARES WILL
CONSTITUTE A TENDER OF THE ASSOCIATED SANTA FE RIGHTS. SEE INSTRUCTION 10.
The undersigned hereby irrevocably appoints the designees of Newmont Mining,
and each of them, the attorneys-in-fact and proxies of the undersigned, each
with full power of substitution, to vote in such manner as each such attorney
and proxy or any substitute thereof shall deem proper in the sole discretion
of such attorney-in-fact and proxy or such substitute, and otherwise act
(including pursuant to written consent) with respect to all of the Santa Fe
Shares tendered hereby (and any Distributions) which have been accepted by
Newmont Mining prior to the time of such vote or action, which the undersigned
is entitled to vote at any meeting of stockholders (whether annual or special
and whether or not an adjourned meeting), of Santa Fe or otherwise. This proxy
and power of attorney is coupled with an interest in the Santa Fe Shares and
is irrevocable and is granted in consideration of, and is effective upon, the
acceptance of such Santa Fe Shares (and any Distributions) by Newmont
4
<PAGE>
Mining in accordance with the terms of the Offer. Such acceptance for exchange
shall revoke any other proxy granted by the undersigned at any time with
respect to such Santa Fe Shares (and any Distributions) and no subsequent
proxies will be given (or, if given, will not be deemed effective) with
respect thereto by the undersigned. The undersigned understands that, in order
for Santa Fe Shares to be deemed validly tendered immediately upon Newmont
Mining's acceptance of such Santa Fe Shares (and any Distributions) for
exchange, Newmont Mining or its designee must be able to exercise full voting
rights with respect to such Santa Fe Shares (and any Distributions).
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Santa Fe Shares
(and any Distributions) tendered hereby and that when the same are accepted
for exchange by Newmont Mining, Newmont Mining will acquire good, marketable
and unencumbered title thereto, free and clear of all liens, restrictions,
charges and encumbrances, and the same will not be subject to any adverse
claim. The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or Newmont Mining to be necessary or
desirable to complete the sale, assignment and transfer of the Santa Fe Shares
(and any Distributions) tendered hereby. In addition, the undersigned shall
promptly remit and transfer to the Exchange Agent for the account of Newmont
Mining any and all Distributions in respect of the Santa Fe Shares tendered
hereby, accompanied by appropriate documentation of transfer.
All authority herein conferred or agreed to be conferred shall not be
affected by and shall survive the death or incapacity of the undersigned, and
any obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned. Subject
to the withdrawal rights set forth under "The Offer--Withdrawal Rights" in the
Prospectus, the tender of Santa Fe Shares hereby made is irrevocable.
The undersigned understands that tenders of Santa Fe Shares pursuant to any
one of the procedures described under "The Offer--Procedure for Tendering" in
the Prospectus and in the instructions hereto and acceptance of such Santa Fe
Shares will constitute a binding agreement between the undersigned and Newmont
Mining upon the terms and subject to the conditions set forth in the Offer.
Unless otherwise indicated herein under "Special Issuance Instructions,"
please issue the shares of Newmont Mining Common Stock and/or return any
certificates for Santa Fe Shares not tendered or not accepted for exchange in
the name(s) of the registered holder(s) appearing under "Description of Santa
Fe Shares Tendered." Similarly, unless otherwise indicated under "Special
Delivery Instructions," please mail the Newmont Mining Common Stock and cash
in lieu of fractional shares of Newmont Mining Common Stock and/or return any
certificates for Santa Fe Shares not tendered or not accepted for exchange
(and accompanying documents, as appropriate) to the address(es) of the
registered holder(s) appearing under "Description of Santa Fe Shares
Tendered." In the event that both the Special Delivery Instructions and the
Special Issuance Instructions are completed, please issue the Newmont Mining
Common Stock and/or issue any certificates for Santa Fe Shares not so tendered
or accepted in the name of, and deliver said certificates and/or return such
certificates to, the person or persons so indicated. The undersigned
recognizes that Newmont Mining has no obligation to transfer any Santa Fe
Shares from the name of the registered holder thereof if Newmont Mining does
not accept any of the Santa Fe Shares so tendered.
5
<PAGE>
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7) (SEE INSTRUCTIONS 1, 6 AND 7)
To be completed ONLY if certifi- To be completed ONLY if certifi-
cate(s) for Santa Fe Shares not cate(s) for Santa Fe Shares not
tendered or not accepted and/or tendered or not accepted and/or
the Newmont Mining Common Stock the Newmont Mining Common Stock
are to be issued in the same name are to be sent to someone other
of someone other than the under- than the undersigned, or to the
signed. undersigned at an address other
than that shown above.
Issue Newmont Mining Common
Stock and/or certificate(s) to:
Mail Newmont Mining Common Stock
and/or certificate(s) to:
Name _____________________________ Name _____________________________
(PLEASE TYPE OR PRINT) (PLEASE TYPE OR PRINT)
Address __________________________ Address __________________________
__________________________________ __________________________________
(INCLUDE ZIP CODE) (INCLUDE ZIP CODE)
__________________________________ __________________________________
(TAX IDENTIFICATION OR SOCIAL (TAX IDENTIFICATION OR SOCIAL
SECURITY NO.) SECURITY NO.)
(SEE SUBSTITUTE FORM W-9 ON (SEE SUBSTITUTE FORM W-9 ON
REVERSE SIDE) REVERSE SIDE)
[_] CREDIT SANTA FE SHARES DELIV-
ERED BY BOOK-ENTRY TRANSFER
THAT ARE NOT ACCEPTED TO THE
BOOK-ENTRY TRANSFER FACILITY
ACCOUNT SET FORTH BELOW.
CHECK APPROPRIATE BOX:
[_] DTC [_] MSTC [_] PDTC
----------------------------------
(ACCOUNT NUMBER)
6
<PAGE>
IMPORTANT
STOCKHOLDERS SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON REVERSE SIDE)
----X --------------------------------------------------------- X----
----X --------------------------------------------------------- X----
SIGNATURE(S) OF STOCKHOLDER(S)
Dated: _______, 1997
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
stock certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificate(s) and documents
transmitted herewith. If signature is by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or
others acting in a fiduciary or representative capacity, please set forth
full title and see Instruction 5.)
Name(s)
--------------------------------------------------
--------------------------------------------------
(PLEASE PRINT)
Capacity (Full Title)
-------------------------------------
Address
--------------------------------------------------
(INCLUDE ZIP CODE)
(Area Code and Telephone Number)
--------------------------
(Tax Identification or Social Security No.)
---------------
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature
-------------------------------------
Name
----------------------------------------------------
(PLEASE TYPE OR PRINT)
Address
-------------------------------------------------
(INCLUDE ZIP CODE)
Name of Firm
---------------------------------------------
Area Code and Telephone Number
---------------------------
Dated: _______, 1997
7
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a financial
institution (including most banks, savings and loan associations and brokerage
houses) which is a participant in the Securities Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Program or the Stock
Exchange Medallion Program (an "Eligible Institution"). Signatures on this
Letter of Transmittal need not be guaranteed (i) if this Letter of Transmittal
is signed by the registered holder(s) of the Santa Fe Shares (which term, for
purposes of this document, shall include any participant in one of the Book-
Entry Transfer Facilities whose name appears on a security position listing as
the owner of Santa Fe Shares) tendered herewith and such holder(s) have not
completed the instruction entitled "Special Issuance Instructions" on this
Letter of Transmittal or (ii) if such Santa Fe Shares are tendered for the
account of an Eligible Institution. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES OR BOOK-ENTRY
CONFIRMATIONS. This Letter of Transmittal is to be used either if certificates
are to be forwarded herewith or, unless an Agent's Message is utilized, if
tenders are to be made pursuant to the procedures for tender by book-entry
transfer set forth in "The Offer--Procedure for Tendering" in the Prospectus.
Certificates for all physically tendered Santa Fe Shares ("Santa Fe Share
Certificates"), or confirmation of any book-entry transfer into the Exchange
Agent's account at one of the Book-Entry Transfer Facilities ("Book-Entry
Confirmation") of Santa Fe Shares tendered by book-entry transfer, as well as
this Letter of Transmittal or facsimile thereof, properly completed and duly
executed with any required signature guarantees, and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
at one of its addresses set forth herein on or prior to the Expiration Date
(as defined in the Prospectus).
Stockholders whose certificates are not immediately available or who cannot
deliver their certificates and all other required documents to the Exchange
Agent on or prior to the Expiration Date or who cannot complete the procedures
for book-entry transfer on a timely basis may nevertheless tender their Santa
Fe Shares by properly completing and duly executing a Notice of Guaranteed
Delivery pursuant to the guaranteed delivery procedures set forth under "The
Offer--Procedure for Tendering" in the Prospectus. Pursuant to such
procedures: (i) such tender must be made by or through an Eligible
Institution; (ii) a properly completed and duly executed Notice of Guaranteed
Delivery substantially in the form made available by Newmont Mining must be
received by the Exchange Agent on or prior to the Expiration Date; and (iii)
the Santa Fe Share Certificates for all tendered Santa Fe Shares (or a
confirmation of a book-entry transfer of such securities into the Exchange
Agent's account at a Book-Entry Transfer Facility of Santa Fe Shares tendered
by book-entry transfer), in proper form for transfer, together with a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) with
any required signature guarantees (or, in the case of a book-entry delivery,
an Agent's Message) and all other documents required by this Letter of
Transmittal, must be received by the Exchange Agent within three New York
Stock Exchange, Inc. trading days after the date of execution of such Notice
of Guaranteed Delivery.
IF SANTA FE SHARE CERTIFICATES ARE FORWARDED SEPARATELY TO THE EXCHANGE
AGENT, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL MUST
ACCOMPANY EACH SUCH DELIVERY.
THE METHOD OF DELIVERY OF SANTA FE SHARE CERTIFICATES AND ALL OTHER REQUIRED
DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT
THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND DELIVERY WILL BE DEEMED
MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
8
<PAGE>
No alternative, conditional or contingent tenders will be accepted and no
fractional Santa Fe Shares will be accepted. All tendering stockholders, by
execution of this Letter of Transmittal (or facsimile thereof), waive any
right to receive any notice of the acceptance of their Santa Fe Shares for
exchange.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of Santa Fe Shares should be listed on a
separate schedule attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If fewer than all the Santa Fe Shares evidenced by any certificate
submitted are to be tendered, fill in the number of Santa Fe Shares which are
to be tendered in the box entitled "Number of Santa Fe Shares Tendered." In
such cases, new certificate(s) for the remainder of the Santa Fe Shares that
were evidenced by your old certificate(s) will be sent to you, unless
otherwise provided in the appropriate box on this Letter of Transmittal, as
soon as practicable after the Expiration Date. All Santa Fe Shares represented
by certificates delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Santa
Fe Shares tendered hereby, the signature(s) must correspond with the name(s)
as written on the face of the certificates without alteration, enlargement or
any change whatsoever.
If any of the Santa Fe Shares tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Santa Fe Shares are registered in different names on
several certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal or any certificates or stock powers are signed
by trustees, executors, administrators, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and proper evidence satisfactory to
Newmont Mining of their authority so to act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Santa Fe Shares listed and transmitted hereby, no endorsements of certificates
or separate stock powers are required unless Newmont Mining Common Stock or
certificates for Santa Fe Shares not tendered or accepted are to be issued in
the name of a person other than the registered holder(s). Signatures on such
certificates or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder of the certificate(s) listed, the certificate(s) must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name or names of the registered holder or holders appear on the
certificates(s). Signatures on such certificates or stock powers must be
guaranteed by an Eligible Institution.
6. STOCK TRANSFER TAXES. Newmont Mining will pay or cause to be paid any
stock transfer taxes with respect to the transfer and sale of Santa Fe Shares
to it or its order pursuant to the Offer. If, however, delivery of the
consideration in respect of the Offer is to be made to, or (in the
circumstances permitted hereby) if certificates for Santa Fe Shares not
tendered or accepted are to be registered in the name of, any person other
than the registered holder, or if tendered certificates are registered in the
name of any person other than the person(s) signing this Letter of
Transmittal, the tendering holder must provide satisfactory evidence of the
payment of any applicable transfer taxes (whether imposed on the registered
holder or such person) payable on account of the transfer to such person prior
to the delivery of the consideration pursuant to the Offer.
9
<PAGE>
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES LISTED IN THIS LETTER OF
TRANSMITTAL.
7. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If certificates for Newmont
Mining Common Stock and/or certificates for Santa Fe Shares not tendered or
not accepted for exchange are to be issued in the name of a person other than
the person(s) signing this Letter of Transmittal or if certificates for
Newmont Mining Common Stock and cash in lieu of fractional shares of Newmont
Mining Common Stock and/or certificates for Santa Fe Shares not tendered or
not accepted for exchange are to be mailed to someone other than the person(s)
signing of this Letter of Transmittal or to an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be
completed. Stockholders tendering Santa Fe Shares by book-entry transfer may
request that Santa Fe Shares not accepted pursuant to the Offer be credited to
such account maintained at a Book-Entry Transfer Facility as such stockholder
may designate hereon. If no such instructions are given, such Santa Fe Shares
not accepted will be returned by crediting the account at the Book-Entry
Transfer Facility designated herein.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions or requests for
assistance may be directed to, or additional copies of the Prospectus, this
Letter of Transmittal, the Notice of Guaranteed Delivery and other tender
offer materials may be obtained from, the Information Agent or the Dealer
Manager at their respective addresses set forth below or from your broker,
dealer, commercial bank or trust company.
9. SUBSTITUTE FORM W-9. Each tendering stockholder is required to provide
the Exchange Agent with a correct Taxpayer Identification Number ("TIN"),
generally the stockholder's social security or federal employer identification
number, on Substitute Form W-9 below. If a stockholder fails to provide a TIN
to the Exchange Agent, such stockholder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, payments of cash in lieu
of fractional shares of Newmont Mining Common Stock that are made to such
stockholder with respect to Santa Fe Shares accepted pursuant to the Offer may
be subject to backup withholding of 31%. The box in Part 3 of the form may be
checked if the tendering stockholder has not been issued a TIN and has applied
for a number or intends to apply for a number in the near future. If the box
in Part 3 is checked and the Exchange Agent is not provided with a TIN within
60 days, the Exchange Agent will withhold 31% of all payments of cash
thereafter until a TIN is provided to the Exchange Agent. The stockholder is
required to give the Exchange Agent the social security number or employer
identification number of the record owner of the Santa Fe Shares or of the
last transferee appearing on the stock powers attached to, or endorsed on, the
Santa Fe Shares. If the Santa Fe Shares are in more than one name or are not
in the name of the actual owner, consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional guidance on which number to report.
10. TENDER OF SANTA FE RIGHTS AFTER SANTA FE'S DISTRIBUTION DATE. If the
Santa Fe Distribution Date occurs and separate certificates representing the
Santa Fe Rights are distributed by Santa Fe or the Rights Agent to holders of
Santa Fe Shares prior to the time a holder's Santa Fe Shares are tendered
pursuant to the Offer, certificates representing a number of Santa Fe Rights
equal to the number of Santa Fe Shares tendered must be delivered to the
Exchange Agent, or, if available, a Book-Entry Confirmation received by the
Exchange Agent with respect thereto, in order for such Santa Fe Shares to be
validly tendered. If the Santa Fe Distribution Date occurs and separate
certificates representing the Santa Fe Rights are not distributed prior to the
time Santa Fe Shares are tendered pursuant to the Offer, Santa Fe Rights may
be tendered prior to a stockholder receiving the certificates for Santa Fe
Rights by use of the guaranteed delivery procedures described under "The
Offer--Procedure for Tendering" in the Prospectus. If Santa Fe Rights
certificates are distributed but are not available to a stockholder prior to
the time Santa Fe Shares are tendered pursuant to the Offer,
10
<PAGE>
a tender of Santa Fe Shares constitutes an agreement by the tendering
stockholder to deliver to the Exchange Agent pursuant to such guaranteed
delivery procedures, prior to the expiration of the period to be specified in
the Notice of Guaranteed Delivery and the related Letter of Transmittal for
delivery of Santa Fe Rights certificates or a Book-Entry Confirmation for
Santa Fe Rights (the "Santa Fe Rights Delivery Period"), Santa Fe Rights
certificates representing a number of Santa Fe Rights equal to the number of
Santa Fe Shares tendered. Newmont Mining reserves the right to require that it
receive such Santa Fe Rights certificates (or a Book-Entry Confirmation with
respect to such Santa Fe Rights) prior to accepting Santa Fe Shares for
exchange.
Nevertheless, Newmont Mining will be entitled to accept for exchange Santa
Fe Shares tendered by a stockholder prior to receipt of the Santa Fe Rights
certificates required to be tendered with such Santa Fe Shares or a Book-Entry
Confirmation with respect to such Santa Fe Rights and either (i) subject to
complying with applicable rules and regulations of the Securities and Exchange
Commission, withhold payment for such Santa Fe Shares pending receipt of the
Santa Fe Rights certificates or a Book-Entry Confirmation for such Santa Fe
Rights or (ii) exchange Santa Fe Shares accepted for exchange pending receipt
of the Santa Fe Rights certificates or a Book-Entry Confirmation for such
Santa Fe Rights in reliance upon the guaranteed delivery procedures. In
addition, after expiration of the Santa Fe Rights Delivery Period, Newmont
Mining may instead elect to reject as invalid a tender of Santa Fe Shares with
respect to which Santa Fe Rights certificates or a Book-Entry Confirmation for
an equal number of Santa Fe Rights have not been received by the Exchange
Agent. Any determination by Newmont Mining to make payment for Santa Fe Shares
in reliance upon such guaranteed delivery procedure or, after expiration of
the Santa Fe Rights Delivery Period, to reject a tender as invalid, shall be
made, subject to applicable law, in the sole and absolute discretion of
Newmont Mining.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE COPY HEREOF (TOGETHER
WITH SANTA FE SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND
ALL OTHER REQUIRED DOCUMENTS) OR THE NOTICE OF GUARANTEED DELIVERY MUST BE
RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to backup withholding. In order for a
foreign individual to qualify as an exempt recipient, that stockholder must
submit a Form W-8, signed under penalties of perjury, attesting to that
individual's exempt status. A Form W-8 can be obtained from the Exchange
Agent. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.
Backup withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
11
<PAGE>
TO BE COMPLETED BY ALL TENDERING STOCKHOLDERS
(SEE INSTRUCTION 9)
- --------------------------------------------------------------------------------
PAYER'S NAME: [ ]
- --------------------------------------------------------------------------------
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN
IN THE BOX AT RIGHT AND CERTIFY ------------------
FORM W-9 BY SIGNING AND DATING BELOW. Social Security
Number
OR
------------------
Employer
Identification
Number
------------------------------------------------------
PART 2--Certificates--Under
penalties of perjury, I certify
that:
(1) The number shown on this
form is my correct Taxpayer
Identification Number (or I
am waiting for number to be
issued to me); and Part 3--
(2) I am not subject to backup Awaiting TIN
withholding because (i) I [_]
am exempt from backup
withholding, (ii) I have
not been notified by the
Internal Revenue Service
(the "IRS") that I am
subject to backup
withholding as a result of
a failure to report all
interest or dividends, or
(iii) the IRS has notified
me that I am no longer
DEPARTMENT OF THE TREASURY subject to backup
INTERNAL REVENUE SERVICE withholding.
-----------------------------------------------------
CERTIFICATION INSTRUCTIONS--You may cross out item
(2) in Part 2 above if you have been notified by the
IRS that you are subject to backup withholding
because of under-reporting interest or dividends on
your tax return. However, if after being notified by
PAYER'S REQUEST FOR the IRS that you were subject to backup withholding
TAXPAYER IDENTIFICATION you received another notification from the IRS
NUMBER ("TIN") stating that you are no longer subject to backup
AND CERTIFICATION withholding, do not cross out item (2).
- --------------------------------------------------------------------------------
SIGNATURE ______________________________________ DATE _________________________
NAME (Please Print) ___________________________________________________________
ADDRESS _______________________________________________________________________
CITY, STATE AND ZIP CODE ______________________________________________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATIONS OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
<PAGE>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer Identification Number
has not been issued to me, and either (i) I have mailed or delivered an
application to receive a Taxpayer Identification Number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(ii) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a Taxpayer Identification Number within
60 days, 31% of all reportable payments made to me thereafter will be
withheld until I provide a number.
_____________________________________ _____________________________________
Signature Date
Name (Please Print) _________________________________________________________
The Information Agent for the Offer is:
GEORGESON
& COMPANY INC.
-------------
Wall Street Plaza
New York, New York 10005
Bankers and Brokers Call Collect
[ ]
All Others Call Toll Free
1-800-223-2064
The Dealer Manager for the Offer is:
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
(212) 902-1000
13
<PAGE>
Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
SANTA FE PACIFIC GOLD CORPORATION
TO
NEWMONT MINING CORPORATION
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
As set forth under "The Offer--Procedure for Tendering" in the Prospectus,
dated , 1997 (the "Prospectus"), this form or one substantially equivalent
hereto must be used to accept the Offer (as defined herein) if certificates
for shares of Common Stock, par value $0.01 per share (each a "Santa Fe Share"
and collectively the "Santa Fe Shares"), of Santa Fe Pacific Gold Corporation,
a Delaware corporation ("Santa Fe"), including the associated preferred share
purchase rights (each a "Santa Fe Right" and collectively the "Santa Fe
Rights") issued pursuant to the Santa Fe Rights Agreement, dated as of January
26, 1995, as amended, between Santa Fe and Harris Trust and Savings Bank, as
Rights Agent, are not immediately available, if the certificates and all other
required documents cannot be delivered to the Exchange Agent prior to the
Expiration Date (as defined in the Prospectus), or if the procedure for book-
entry transfer cannot be completed on a timely basis. Such form may be
delivered by hand or transmitted by telegram, facsimile transmission or mail
to the Exchange Agent, and must include a guarantee by an Eligible Institution
(as defined in the Prospectus). See "The Offer--Procedure for Tendering" in
the Prospectus.
The Exchange Agent for the Offer is:
[ ]
By Mail: By Facsimile By Hand or Overnight
Transmission Delivery:
(for Eligible
Institutions only):
[ ]
[ ] [ ]
[ ]
[ ]
Confirm Facsimile Transmission
by Telephone:
[ ]
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION
OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an Eligible Institution
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
<PAGE>
LADIES AND GENTLEMEN:
The undersigned hereby tenders to Newmont Mining Corporation upon the terms
and subject to the conditions set forth in the Prospectus dated , 1997 and
in the related Letter of Transmittal (which together constitute the "Offer"),
receipt of which is hereby acknowledged, the number of Santa Fe Shares shown
below pursuant to the guaranteed delivery procedures set forth under "The
Offer--Procedure for Tendering" in the Prospectus.
Number of Santa Fe Shares: __________ Name(s) of Record Holder(s): ________
Account Number: _____________________ _____________________________________
Certificate No(s). Address(es): ________________________
(if available): _____________________
_____________________________________
_____________________________________
Area Code and
_____________________________________ Telephone Number(s): ________________
If Santa Fe Share(s) will be Signature(s): _______________________
tendered by book-entry transfer
check one box
_____________________________________
[_] The Depository Trust Company _____________________________________
[_] The Midwest Securities Trust Company
[_] The Philadelphia Depository Trust Company
_____________________________________
Account Number: _____________________
Date: _______________________________
THE GUARANTEE BELOW MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a financial institution which is a participant in the
Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Program or the Stock Exchange Medallion Program,
guarantees (a) that the above named person(s) has (have) a "net long position"
in the Santa Fe Shares tendered hereby within the meaning of Rule 14e-4 under
the Securities Exchange Act of 1934, as amended, and (b) to deliver to the
Exchange Agent, at one of its addresses set forth above, certificates
representing the Santa Fe Shares tendered hereby, in proper form for transfer,
or confirmation of book-entry transfer of such Santa Fe Shares into the
Exchange Agent's accounts at The Depository Trust Company, the Midwest
Securities Trust Company or the Philadelphia Depository Trust Company, in each
case with delivery of a properly completed and duly executed Letter of
Transmittal (or a facsimile copy thereof), or an Agent's Message (as defined
in the Prospectus) in the case of book-entry transfer, and any other documents
required by the Letter of Transmittal, within three New York Stock Exchange,
Inc. trading days of the date hereof.
Name of Firm: _______________________ _____________________________________
Authorized Signature
Address: ____________________________
Title: ______________________________
_____________________________________
Zip Code Name: _______________________________
Please Print or Type
Area Code and Tel. No.: _____________
Dated: , 1997
NOTE: DO NOT SEND CERTIFICATES FOR SANTA FE SHARES WITH THIS NOTICE. SANTA
FE SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
2
<PAGE>
EXHIBIT 99.3
GOLDMAN, SACHS & CO.
85 BROAD STREET
NEW YORK, NEW YORK 10004
OFFER TO EXCHANGE EACH OUTSTANDING SHARE OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
SANTA FE PACIFIC GOLD CORPORATION
FOR
0.40 OF A SHARE OF COMMON STOCK
OF
NEWMONT MINING CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON , 1997, UNLESS THE OFFER IS EXTENDED. SANTA FE SHARES
WHICH ARE TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME
PRIOR TO THE EXPIRATION OF THE OFFER.
, 1997
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been appointed by Newmont Mining Corporation, a Delaware corporation
("Newmont Mining"), to act as Dealer Manager in connection with Newmont
Mining's offer to exchange 0.40 of a share of Common Stock, par value $1.60
per share, of Newmont Mining (the "Newmont Mining Common Stock") for each
outstanding share of Common Stock, par value $0.01 per share (each a "Santa Fe
Share" and collectively the "Santa Fe Shares"), of Santa Fe Corporation, a
Delaware corporation ("Santa Fe"), including the associated preferred share
purchase rights (each a "Santa Fe Right" and collectively the "Santa Fe
Rights") issued pursuant to the Santa Fe Rights Agreement, dated as of January
26, 1995, as amended, between Santa Fe and Harris Trust and Savings Bank, as
Rights Agent, upon the terms and subject to the conditions set forth in the
Prospectus, dated , 1997 (the "Prospectus"), and in the related Letter of
Transmittal (which together constitute the "Offer"), enclosed herewith.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THE MINIMUM TENDER
CONDITION, THE RIGHTS PLAN CONDITION, THE DGCL 203 CONDITION, THE POOLING
CONDITION, THE HOMESTAKE MERGER AGREEMENT CONDITION, THE NEWMONT STOCKHOLDER
APPROVAL CONDITION AND THE HSR CONDITION (IN EACH CASE AS DEFINED IN THE
PROSPECTUS). SEE "THE OFFER--CONDITIONS OF THE OFFER" IN THE PROSPECTUS.
Newmont Mining expressly reserves the right to (i) extend, amend or modify
the terms of the Offer in any manner and (ii) withdraw or terminate the Offer
and not accept for exchange any Santa Fe Shares if any of the conditions to
the Offer are not satisfied.
Stockholders will be required to tender one Santa Fe Right for each Santa Fe
Share tendered in order to effect a valid tender of Santa Fe Shares, unless
the Rights Plan Condition has been satisfied or waived. Unless the Santa Fe
Distribution Date (as defined in the Prospectus) occurs, a tender of Santa Fe
Shares will constitute a tender of the associated Santa Fe Rights. See "The
Offer--Procedure for Tendering" in the Prospectus.
For your information and for forwarding to your clients for whom you hold
Santa Fe Shares registered in your name or in the name of your nominee(s), or
who hold Santa Fe Shares registered in their own names, we are enclosing the
following documents:
<PAGE>
1. Prospectus dated , 1997;
2. Letter of Transmittal (together with accompanying Substitute Form W-9)
to be used by holders of Santa Fe Shares in accepting the Offer and
tendering Santa Fe Shares;
3. Notice of Guaranteed Delivery to be used to accept the Offer if
certificates for Santa Fe Shares are not immediately available, if time
will not permit all required documents to reach the Exchange Agent prior to
the Expiration Date (as defined in the Prospectus) or if the procedure for
book-entry transfer cannot be completed on a timely basis;
4. A letter which may be sent to your clients for whose accounts you hold
Santa Fe Shares registered in your name or in the name of your nominee(s),
with space provided for obtaining such clients' instructions with regard to
the Offer;
5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9; and
6. A return envelope addressed to the Exchange Agent.
Newmont Mining will not pay any fees or commissions to any broker or dealer
or any other person (other than the fees of the Dealer Manager and the
Information Agent as described in the Prospectus) in connection with the
solicitation of tenders of Santa Fe Shares and Santa Fe Rights pursuant to the
Offer. Newmont Mining will, however, upon request, reimburse you for customary
mailing and handling expenses incurred by you in forwarding the enclosed
materials to your clients. Newmont Mining will pay or cause to be paid any
stock transfer taxes with respect to the transfer and sale of Santa Fe Shares
to it or its order pursuant to the Offer, except as otherwise provided in
Instruction 6 of the Letter of Transmittal.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON , 1997, UNLESS THE OFFER IS EXTENDED.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees, or an Agent's Message (as defined in the Prospectus) in
connection with a book-entry transfer, and any other required documents,
should be sent to the Exchange Agent, and certificates evidencing the tendered
Santa Fe Shares should be delivered or such Santa Fe Shares should be tendered
by book-entry transfer, all in accordance with the instructions set forth in
the Letter of Transmittal and the Prospectus. If holders of Santa Fe Shares
wish to tender Santa Fe Shares, but it is impracticable for them to forward
their certificates or other required documents prior to the Expiration Date, a
tender may be effected by following the guaranteed delivery procedures
specified under "The Offer--Procedure for Tendering" in the Prospectus.
Any inquiries you may have with respect to the Offer should be addressed to
the Dealer Manager or the Information Agent at their respective addresses and
telephone numbers set forth on the back cover page of the Prospectus.
Additional copies of the enclosed materials may be obtained from the
Information Agent, Georgeson & Company Inc. by calling 1-800-223-2064 (Toll
Free).
Very truly yours,
Goldman, Sachs & Co.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS AN AGENT OF NEWMONT MINING, THE DEALER MANAGER, THE
EXCHANGE AGENT OR THE INFORMATION AGENT, OR ANY AFFILIATE OF ANY OF THE
FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY INFORMATION OR USE
ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH
THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED
THEREIN.
2
<PAGE>
EXHIBIT 99.4
OFFER TO EXCHANGE EACH OUTSTANDING SHARE OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
SANTA FE PACIFIC GOLD CORPORATION
FOR
0.40 OF A SHARE OF COMMON STOCK
OF
NEWMONT MINING CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON , 1997, UNLESS THE OFFER IS EXTENDED. SANTA FE SHARES
WHICH ARE TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME
PRIOR TO THE EXPIRATION OF THE OFFER.
To Our Clients:
Enclosed for your consideration are the Prospectus dated , 1997 (the
"Prospectus") and the related Letter of Transmittal (which together constitute
the "Offer") in connection with the offer by Newmont Mining Corporation, a
Delaware corporation ("Newmont Mining") to exchange 0.40 of a share of Common
Stock, par value $1.60 per share, of Newmont Mining (the "Newmont Mining
Common Stock") for each outstanding share of Common Stock, par value $0.01 per
share (each a "Santa Fe Share" and collectively the "Santa Fe Shares"), of
Santa Fe Corporation, a Delaware corporation ("Santa Fe"), including the
associated preferred share purchase rights (each a "Santa Fe Right" and
collectively the "Santa Fe Rights") issued pursuant to the Santa Fe Rights
Agreement, dated as of January 26, 1995, as amended, between Santa Fe and
Harris Trust and Savings Bank, as Rights Agent, upon the terms and subject to
the conditions set forth in the Offer.
Stockholders whose certificates evidencing Santa Fe Shares ("Santa Fe Share
Certificates") are not immediately available or who cannot deliver their Santa
Fe Share Certificates and all other documents required by the Letter of
Transmittal to the Exchange Agent prior to the Expiration Date (as defined in
the Prospectus) or who cannot complete the procedure for delivery by book-
entry transfer to the Exchange Agent's account at a Book-Entry Transfer
Facility (as defined in "The Offer--Exchange of Santa Fe Shares; Delivery of
Newmont Mining Common Stock" in the Prospectus) on a timely basis and who wish
to tender their Santa Fe Shares must do so pursuant to the guaranteed delivery
procedure described in "The Offer--Procedure for Tendering" in the Prospectus.
See Instruction 2 of the Letter of Transmittal. Delivery of documents to a
Book-Entry Transfer Facility in accordance with the Book-Entry Transfer
Facility's procedures does not constitute delivery to the Exchange Agent.
THIS MATERIAL IS BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF SANTA FE
SHARES HELD BY US FOR YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. WE ARE THE
HOLDER OF RECORD OF SANTA FE SHARES HELD BY US FOR YOUR ACCOUNT. A TENDER OF
SUCH SANTA FE SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND
PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU
FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SANTA FE SHARES
HELD BY US FOR YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish to have us
tender on your behalf any or all of the Santa Fe Shares held by us for your
account, upon the terms and subject to the conditions set forth in the Offer.
<PAGE>
Please note the following:
1. Newmont Mining is offering to acquire each outstanding Santa Fe Share
in exchange for 0.40 of a share of Newmont Mining Common Stock.
2. The Offer is being made for all of the outstanding Santa Fe Shares.
3. The Offer and withdrawal rights will expire at 12:00 Midnight, New
York City time, on , 1997, unless the Offer is extended.
4. The Offer is conditioned upon, among other things, the Minimum Tender
Condition, the Rights Plan Condition, the DGCL 203 Condition, the Pooling
Condition, the Homestake Merger Agreement Condition, the Newmont Mining
Stockholder Approval Condition and the HSR Condition (in each case as
defined in the Prospectus). See "The Offer--Conditions of the Offer" in the
Prospectus.
5. Tendering stockholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the transfer of Santa Fe Shares
pursuant to the Offer.
The Offer is made solely by the Prospectus dated , 1997 and the related
Letter of Transmittal and any amendments or supplements thereto and is being
made to all holders of Santa Fe Shares. The Offer is not being made to, nor
will tenders be accepted from or on behalf of, holders of Santa Fe Shares in
any jurisdiction in which the making or acceptance thereof would not be in
compliance with the laws of such jurisdiction. However, Newmont Mining may, in
its sole discretion, take such action as it may deem necessary to make the
Offer in any such jurisdiction and extend the Offer to holders of Santa Fe
Shares in such jurisdiction. In any jurisdiction where the securities, blue
sky or other laws require the Offer to be made by a licensed broker or dealer,
the Offer shall be deemed to be made on behalf of Newmont Mining by Goldman,
Sachs & Co., as Dealer Manager, or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
If you wish to have us tender any or all of your Santa Fe Shares, please so
instruct us by completing, executing, detaching and returning to us the
instruction form contained in this letter. An envelope in which to return your
instructions to us is enclosed. If you authorize the tender of your Santa Fe
Shares, all such Santa Fe Shares will be tendered unless otherwise indicated
in such instruction form. PLEASE FORWARD YOUR INSTRUCTIONS TO US AS SOON AS
POSSIBLE TO ALLOW US AMPLE TIME TO TENDER SANTA FE SHARES ON YOUR BEHALF PRIOR
TO THE EXPIRATION OF THE OFFER.
2
<PAGE>
INSTRUCTIONS WITH RESPECT TO THE
OFFER TO EXCHANGE EACH OUTSTANDING SHARE OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
SANTA FE PACIFIC GOLD CORPORATION
FOR
0.40 OF A SHARE OF COMMON STOCK
OF
NEWMONT MINING CORPORATION
The undersigned acknowledge(s) receipt of your letter and the enclosed
Prospectus, dated , 1997 (the "Prospectus"), and the related Letter of
Transmittal (which together constitute the "Offer") relating to the offer by
Newmont Mining Corporation, a Delaware corporation ("Newmont Mining"), to
exchange 0.40 of a share of Common Stock, par value $1.60 per share, of
Newmont Mining for each outstanding share of Common Stock, par value $0.01 per
share (each a "Santa Fe Share" and collectively the "Santa Fe Shares"), of
Santa Fe Pacific Gold Corporation, a Delaware corporation ("Santa Fe"),
including the associated preferred share purchase rights (each a "Santa Fe
Right" and collectively the "Santa Fe Rights").
You are instructed to tender to Newmont Mining the number of Santa Fe Shares
indicated below (or, if no number is indicated below, all Santa Fe Shares)
that are held by you for the account of the undersigned, upon the terms and
subject to the conditions set forth in the Offer.
Number of Santa Fe Shares to be Tendered: _____________________________
Date: _________________________________________________________________
_______________________________________________________________________
SIGN HERE
Signature(s): _________________________________________________________
(Print Name(s)): ______________________________________________________
(Print Address(es)): __________________________________________________
(Area Code and Telephone Number(s)): __________________________________
(Taxpayer Identification or Social Security Number(s)): _______________
* Unless otherwise indicated, it will be assumed that all of your Shares held
by us for your account are to be tendered.
3
<PAGE>
EXHIBIT 99.5
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER.--Social Security numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer identification numbers have nine digits separated
by only one hyphen: i.e., 00-0000000. The table below will help determine the
number to give the payer.
- --------------------------------------
<TABLE>
<CAPTION>
GIVE THE
SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF:
- ------------------------- GIVE THE
EMPLOYER IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF:
<S> <C>
1. An individual's The individual
account
2. Two or more The actual owner
individuals (joint of the account
account) or, if combined
funds, the first
individual on
the account(1)
3. Custodian account of The minor(2)
a minor (Uniform
Gift to Minors Act)
4.a. The usual The grantor
revocable savings trustee(1)
trust account
(grantor is also
trustee)
b. So-called trust The actual
account that is not owner(1)
a legal or valid
trust under State
law
5. Sole proprietorship The owner(3)
account
- --------------------------------------
<CAPTION>
GIVE THE
SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF:
- ------------------------- GIVE THE
EMPLOYER IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF:
6. A valid The legal entity
trust,
estate, or
pension
trust
(Do not furnish
the identifying
number of the
personal
representative
or trustee
unless the legal
entity itself is
not designated
in the account
title.)(4)
7. Corporate The corporation
account
8. Partnership The partnership
account held
in the name
of the
business
9. Association, The organization
club,
religious,
charitable,
or other
tax-exempt
organization
10. A broker or The broker or
registered nominee
nominee
11. Account The public
with the entity
Department
of
Agriculture
in the name
of the
public
entity
(such as a
State or
local
government,
school
district,
or prison)
that
receives
agricultural
program
payments
</TABLE>
- -------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Show the name of the owner. The name of the business or the "doing
business as" name may also be entered. Either the social security number
or the employer identification number may be used.
(4) List first and circle the name of the legal trust, estate, or pension
trust.
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number ("TIN") or you don't know
your number, obtain Form SS-5, Application for a Social Security Number Card,
or Form SS-4, Application for Employer Identification Number, at the local
office of the Social Security Administration or the Internal Revenue Service
and apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on all dividend and
interest payments and on broker transactions include the following:
.A corporation.
.A financial institution.
. An organization exempt from tax under section 501(a), or an individual
retirement plan, or a custodial account under section 403(b)(7).
. The United States or any agency or instrumentality thereof.
. A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.
. A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
. An international organization or any agency, or instrumentality thereof.
. A registered dealer in securities or commodities registered in the U.S. or a
possession of the U.S.
. A real estate investment trust.
. A common trust fund operated by a bank under section 584(a).
. An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).
. An entity registered at all times under the investment Company Act of 1940.
. A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
. Payments to nonresident aliens subject to withholding under section 1441.
. Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
. Payments of patronage dividends where the amount received is not paid in
money.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
. Payments of interest on obligations issued by individuals. NOTE: You may be
subject to backup withholding if this interest is $600 or more and is paid
in the course of the payer's trade or business and you have not provided
your correct taxpayer identification number to the payer.
. Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
. Payments described in section 6049(b)(5) to nonresident aliens.
. Payments on tax-free covenant bonds under section 1451.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
EXEMPT PAYEES DESCRIBED ABOVE SHOULD FILE THE SUBSTITUTE FORM W-9 TO AVOID
POSSIBLE ERRONEOUS BACKUP WITHHOLDING. COMPLETE THE SUBSTITUTE FORM W-9 AS
FOLLOWS:
ENTER YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ACROSS THE FACE OF
THE FORM, SIGN, DATE, AND RETURN THE FORM TO THE PAYER. Certain payments other
than interest, dividends, and patronage dividends that are not subject to
information reporting are also not subject to backup withholding. For details,
see the sections 6041, 6041A(a), 6042, 6044, 6045, 6049, 6050A and 6050N and
the regulations thereunder.
PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. IRS uses the numbers for identification
purposes and to help verify the accuracy of tax returns. Payers must be given
the numbers whether or not recipients are required to file tax returns. Payers
must generally withhold 31% of taxable interest, dividend, and certain other
payments to a payee who does not furnish a taxpayer identification number to a
payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you
fail to furnish your correct taxpayer identification number to a payer, you
are subject to a penalty of $50 for each such failure unless your failure is
due to reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
(4) MISUSE OF TAXPAYER IDENTIFICATION NUMBERS.--If the payer discloses or uses
taxpayer identification numbers in violation of Federal law, the payer may be
subject to civil and criminal penalties.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
<PAGE>
EXHIBIT 99.6
[Slide Presentation given by Newmont Mining Corporation
beginning on January 7, 1997]
[Slide 1]
NEWMONT + SANTA FE
THE RIGHT CHOICE FOR
SHAREHOLDER VALUE
[Miniaturized reproduction of graph depicted in slide number 31.]
This presentation is neither an offer to sell nor a solicitation of an offer to
buy securities of any of the companies to which this presentation relates.
Statements contained in this presentation which are not historical facts are
"forward-looking statements" as defined in the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements are subject to risks and
uncertainties which could cause actual results to differ materially from
estimated results. Such risks and uncertainties are described in filings made
with the Securities and Exchange Commission by the companies to which this
presentation relates.
<PAGE>
[Slide 2]
THE OFFER
0.40 NEM for each share of Santa Fe
= $16.50 per Santa Fe share as of 1/6/97
= $4.63 or 39% increase from Santa Fe's price on 12/4/96
Homestake offer at 1.115 = $14.63 on 1/6/97
. Tax-free exchange
. Pooling of interests
. No further due diligence
. One-time transaction costs
-2-
<PAGE>
[Slide 3]
THE OFFER
. Accretive for Newmont shareholders at current gold prices
- reserves and earnings in first year
- production and cash flow in second year
. Exchange offer for all Santa Fe shares, filed with SEC 1/7/97
. Requested Santa Fe Board to terminate Homestake merger agreement
. Will solicit proxies against Homestake merger
-3-
<PAGE>
[Slide 4]
NEWMONT + SANTA FE:
LARGEST GOLD COMPANY IN NORTH AMERICA
. Reserves approaching 50 million ounces
. Production increasing almost 1 million ounces by 1999
<TABLE>
<S> <C> <C> <C> <C>
1996E 1997E 1998E 1999E
----- ----- ----- -----
3.1 3.6 3.8 4.0 (mm ozs)
</TABLE>
. Total cash costs under $215/ounce through 1998
. More than $50 million annual cost savings
. Exciting exploration potential
-4-
<PAGE>
[Slide 5]
A STORY OF THREE COMPANIES: SANTA FE
. Unrealized potential
. Lackluster performance
. Minimal grassroots exploration
. Limited international experience
. Principal assets
- Twin Creeks and Lone Tree mines
- 1.5 million acres in northern Nevada
. Board of Directors sought merger partner
-5-
<PAGE>
[Slide 6]
A STORY OF THREE COMPANIES: HOMESTAKE
. History of disappointing results
. Declining production and high costs
. Limited exploration success
. Minimal operating experience in Nevada
. Few synergies with Santa Fe's operations
. Proposed merger would double outstanding shares
-6-
<PAGE>
[Slide 7]
A STORY OF THREE COMPANIES: NEWMONT
. History of sustained growth
. Global leadership in exploration, technology and production
. Proven capabilities in processing complex ores
. Production growth and declining costs
. Discovered largest gold districts in North and South America
. Thirty-year operating history in Nevada
. The best fit to maximize value from Santa Fe's assets
-7-
<PAGE>
[Slide 8]
A STORY OF THREE COMPANIES: CONCLUSION
. Santa Fe + Homestake = Status Quo
. Santa Fe + Newmont = Sustained Profitable Growth
-8-
<PAGE>
[Slide 9]
WHY NEWMONT IS THE RIGHT CHOICE FOR SHAREHOLDER VALUE
. Our prospects for growth are better
. Our costs are lower
. Our synergies are superior
. Rerating based on size alone is a myth
. Our transaction is accretive to Newmont shareholders; Homestake dilutes its
shareholders' wealth
. We will continue to enjoy a strong financial position
-9-
<PAGE>
[Slide 10]
NEWMONT OFFERS BEST FIT FOR NEVADA OPERATIONS
[Map of Nevada showing locations of Newmont, Santa Fe and Homestake operations.]
<TABLE>
<CAPTION>
12/31/95 Production
Nevada Percent (mm oz.)
Reserves Reserves ------------
(mm oz.) in Nevada 1996E 1997E
-------- --------- ----- -----
<S> <C> <C> <C> <C>
Newmont
Carlin 20.9 73% 1.7 1.8
11 mines
Santa Fe
4 mines 16.8 94% 0.7 0.9
Homestake
Interest in 3 mines 3.5 16% 0.1 0.1
</TABLE>
-10-
<PAGE>
[Slide 11]
DEMONSTRATED ABILITY TO PRODUCE NEVADA RESERVES
[Pie charts showing the following information:
<TABLE>
<CAPTION>
MM oz. Refractory (%) Oxide (%)
------ -------------- ---------
<S> <C> <C> <C>
1995 Reserves
Newmont 20.9 65% 35%
Santa Fe 16.8 70% 30%
1996 Production
Newmont 1.7 35% 65%
Santa Fe 0.7 22% 78%]
</TABLE>
-11-
<PAGE>
[Slide 12]
SUCCESSFULLY MANAGING CARLIN'S TRANSITION
[Bar graph reflecting the following information:
Mine Source
----------------
Underground Open Pit
000 ozs 000 ozs
----------- --------
1991 -- 1,577
1992 -- 1,599
1993 -- 1,674
1994 17 1,538
1995 123 1,512
1996 250 1,425
1997E 300 1,500]
-12-
<PAGE>
[Second bar graph of slide 12 reflecting the following information:
Processing Method
------------------------
Oxide Oxide
Bioleach Roaster Leach Mill
000 ozs 000 ozs 000 ozs 000 ozs
-------- ------- ------- -------
1991 -- -- 433 1,143
1992 -- -- 566 1,033
1993 -- -- 611 1,063
1994 -- 45 654 856
1995 5 354 642 634
1996 20 550 455 650
1997E 35 725 400 640]
Newmont's Proven Capabilities:
. Expanding underground production
. Processing complex ores
. Managing costs
. Developing reserves and production
-13-
<PAGE>
[Slide 13]
NEWMONT + SANTA FE:
JOINT PROPERTY & FACILITIES
[Map of North Central Nevada depicting the locations of Newmont's and Santa Fe's
processing facilities (operating, planned or under construction and
decommissioned) relative to Santa Fe's mineral rights and Newmont's Nevada
property.]
-14-
<PAGE>
[Slide 14]
NEWMONT + SANTA FE =
$50 MILLION IN ANNUAL COST SAVINGS*
<TABLE>
<CAPTION>
Newmont Santa Fe Total Synergies
------- -------- ----- ---------
<S> <C> <C> <C> <C>
(millions)
Nevada Operations $410 $314 $724 ($13)
- Consolidation of staffs
- Centralized purchasing
- Improved equipment utilization
Exploration & Development 76 33 109 (30)
- Refocus efforts
G&A 51 17 68 (13)
Total Cash Savings 56 6.2%
Accounting
- Mine development costs (7)
Pre-tax P&L Savings $49
</TABLE>
- --------------------
*Estimated 1998 costs
-15-
<PAGE>
[Slide 15]
ADDITIONAL OPPORTUNITIES TO CREATE VALUE
<TABLE>
<CAPTION>
Newmont Santa Fe Timetable
- ------- ----------- ---------
<S> <C> <C> <C>
Gold Quarry LEFT ARROW Mule Canyon ore Immediate
Gold Quarry RIGHT ARROW Ore control Immediate
robotics lab analyses
Carlin roaster LEFT ARROW Twin Creeks 1-3 years
concentrate
Bioleach technology RIGHT ARROW 4.2mm ozs. 3-4 years
low-grade
refractory ore
at Twin Creeks
North Area LEFT ARROW Twin Creeks 3-4 years
mineralization flotation
</TABLE>
-16-
<PAGE>
[Slide 16]
NEVADA EXPLORATION PROPERTIES
Santa Fe : 1,500,000 acres
Newmont : 500,000 acres
[Map of North Central Nevada reflecting respective acreage of Santa Fe, Newmont
and Homestake exploration properties.]
-17-
<PAGE>
[Slide 17]
NEVADA GOLD DEPOSITS 200+ MM OZ. OF GOLD
[Map showing the locations and sizes of various gold deposits in
Nevada and depicting an area described as "North Central Nevada" as containing
165 million ounces of gold deposits. The map also shows that the >5 million
ounce gold deposits located in the following locations are contained within the
North Central Nevada region: Twin Creeks; Getchell mine; Pipeline; Gold Quarry
mine; Goldstrike mine; and Jerritt Canyon Joint Venture.]
>5 MM oz Gold Deposits
- --------------------
1. Twin Creeks
2. Getchell mine
3. Comstock
4. Goldfield
5. Round Mountain mine
6. Pipeline
7. Gold Quarry mine
8. Goldstrike mine
9. Jerritt Canyon Joint Venture
-18-
<PAGE>
[Slide 18]
NORTH CENTRAL NEVADA GOLD TRENDS
[Map of North Central Nevada depicting the location of certain gold "trends,"
gold deposits in and around those trends and areas accounting for more than 10
million ounces of combined gold production, reserves and resources. The map
depicts the relative location to each other of, and the combined production,
reserves and resources attributable to, each of the Carlin Trend (101 million
ounces), the Twin Creeks-Lone Tree-Trenton Trend (>45 million ounces), the
Cortez-Pipeline-Battle Mountain Trend (>20 million ounces) and the Independence
Trend (15 million ounces).]
-19-
<PAGE>
[Slide 19]
GOLD TRENDS AND HOST ROCKS
[Map of North Central Nevada depicting (1) the locations of the Carlin Trend,
the Pipeline-Cortez-Battle Mountain Trend and the Twin Creeks-Lone Tree-Trenton
Trend, (2) the location of gold deposits in and around those trends, (3) the
location of certain areas accounting for more than 10 million ounces of combined
gold production, reserves and resources and (4) the rock forms residing in the
identified gold trends.]
-20-
<PAGE>
[Slide 20]
-21-
<PAGE>
[Slide 20]
EXPLORATION PRIORITIES
[Map depicting substantially similar information as that contained in slide
number 18 and overlaying thereon a depiction of those areas within Santa Fe's
mineral rights that Newmont will seek to explore if Newmont acquires Santa
Fe. Newmont's exploration priorities are categorized according to the time
frame after acquisition (i.e., up to three years, two to four years and three to
five years) in which Newmount would seek to explore such areas.]
-22-
<PAGE>
[Slide 21]
NEWMONT'S STRATEGIC EXPLORATION & DEVELOPMENT PLAN
<TABLE>
<CAPTION>
Area Time(yrs) $/Year(MM) Ounces(MM)
- ------------------- --------- ----------- --------------
<S> <C> <C> <C>
Development Targets
- -------------------
Twin Creeks - 1 - 5 $ 10.0 1 - 1.5/Year
Lone Tree -
Trenton Deposits
Exploration Targets*
- -------------------
Priority 1
Twin Creeks - 0.5 - 2.5 $ 5.0 3 - 4
Lone Tree -
Trenton District
SE Cortez -
Pipeline District 1 - 3 2.5 2 - 3
Priority 2
Exploration Targets
Priority 1
Twin Creeks - 2 - 4 2.0 1.5 - 2.0
Trenton Region
Priority 3
Twin Creeks - 3-5 0.5 0.5 - 1.0
Trenton Border ------ ----------
10.0 7.0 - 10.0
</TABLE>
* Exploration Summary: 5 Years / $50MM / 7-10MM oz / $5-$8/oz Discovered
-23-
<PAGE>
[Slide 22]
CUMULATIVE OUNCES FROM NEW CARLIN DISCOVERIES: $7 PER OUNCE
[Graph showing Newmont's cumulative exploration budget and discovered ounces
in the Carlin Trend as follows:
1992 1993 1994 1995 1996E
---- ---- ---- ---- -----
(amounts in millions)
Cumulative Exploration Budget $8.8 $19.4 $31.6 $40.7 $50.3
Cumulative Discovered Ounces 1.0 2.0 3.0 5.0 7.5]
-24-
<PAGE>
[Slide 22]
-25-
<PAGE>
[Slide 23]
COMPARING THE BIDDERS
. Exploration expenditures
. Exploration success
. Reserves
. Production
. Cash costs
. Profitability
. Stock price
. Total return
Which stock would you rather own?
-26-
<PAGE>
[Slide 24]
COMMITMENT TO EXPLORATION
[Graph comparing exploration expenditures of each of Newmont and Homestake
as follows:
1990 1991 1992 1993 1994 1995 1996E
------- ------- ------- ------- ------- ------- -------
(in millions)
Newmont $38.369 $47.229 $54.654 $56.312 $72.357 $66.742 $75.545
Homestake $50.695 $47.440 $27.798 $17.457 $21.347 $27.541 $38.000]
Total Expenditures
------------------
Newmont $411 million
Homestake $230 million
Newmont invested 79%
more in its future
-27-
<PAGE>
[Slide 25]
NEWMONT'S EXPLORATION SUCCESS: 1986-1996
<TABLE>
<CAPTION>
Reserve Additions Ounces(MM)
- ----------------- ----------
<S> <C> <C> <C>
Discovered: Nevada Post 29.5
Carlin Underground
Deep Star
Rain Underground
Hardie Footwall
Foreign Yanacocha, Peru (38%) 4.0
Minahasa, Indonesia (80%)
Acquired: Uzbekistan Zarafshan (50%) 4.3
---------
37.8
Discoveries Not Included in Reserves
- ------------------------------------
Nevada Leeville (60%) 4.5
Turf
Goldbug
Foreign Yanacocha, Peru (38%) 8.2
Batu Hijau, Indonesia (45%)
La Herradura, Mexico (44%) ------
12.7
</TABLE>
-28-
<PAGE>
[Slide 26]
EXPLORATION SUCCESS = RESERVE GROWTH
[Graph presenting total proven and probable gold reserves at year end as
follows:
1985 1990 1995
---- ---- ----
(millions of ounces)
Newmont 8.8 18.9 28.8
Homestake 10.5 13.8 21.5]
Reserve additions net of mine depletion
Newmont 20 million ounces
Homestake 11 million ounces
-29-
<PAGE>
[Slide 27]
NEWMONT WILL PRODUCE
2.2 MILLION MORE OUNCES
[Graph comparing gold production by Newmont and Homestake as follows:
1990 1991 1992 1993 1994 1995 1996E 1997E
---- ---- ---- ---- ---- ---- ----- -----
Newmont (millions of ounces)
Production 1.68 1.58 1.60 1.70 1.67 1.87 2.25 2.47
Homestake
Production 1.18 1.05 1.85 1.83 1.61 1.63 1.69 1.63]
-30-
<PAGE>
[Slide 28]
CASH COSTS PER OUNCE -
$46 NEWMONT ADVANTAGE
[Graph comparing average cash cost per ounce of gold for Newmont and Homestake
as follows:
1990 1991 1992 1993 1994 1995 1996E 1997E
---- ---- ---- ---- ---- ---- ----- -----
(dollars per ounce)
Newmont 204 187 196 197 202 210 218 200
Homestake 247 269 246 229 252 257 250 242]
<TABLE>
<CAPTION>
Avg. Cash Cost/Ounce
- ----------------------------
<S> <C>
Homestake $248
Newmont 202
----
Difference $ 46
</TABLE>
-31-
<PAGE>
[Slide 29]
NEWMONT EARNS $920 MILLION MORE
[Graph showing net income (loss) from continuing operations for Newmont and
Homestake as follows:
Net Income (Loss) from Continuing Operations
--------------------------------------------
1990 1991 1992 1993 1994 1995 1996E
---- ---- ---- ---- ---- ---- -----
(dollars in millions)
Newmont 168.5 94.3 90.6 94.7 76.1 112.6 92.0
Homestake 4.2 (207.8) (175.8) 52.5 78.0 30.3 30.0]
Total Profit*
- ------------
Newmont $729 million
Homestake ($189 million)
Profit*/Ounce
- -------------
Newmont $59
Homestake ($17)
* Net income from continuing operations
-32-
<PAGE>
[Slide 30]
STOCK PRICE - IT'S PERFORMANCE THAT COUNTS
[Graph reflecting indexed weekly stock prices for each of Newmont and Homestake,
as well as the S&P Gold Mining Index, with January 1, 1990 as a base. The graph
shows that Newmont's stock price increased 23% through December 4, 1996 and
Homestake's declined 25% over the same period as compared to an increase of 6%
in the S&P Gold Mining Index over the same period.]
-33-
<PAGE>
[Slide 31]
INDEXED TOTAL RETURN PUTS NEWMONT ON TOP
[Graph comparing total return through December 4, 1996 on an investment of $100
in the Common Stock of each of Homestake, Santa Fe and Newmont to the
performance of the London P.M. Gold Index with June 15, 1994 as a base.]
<TABLE>
<CAPTION>
Value of $100 invested
Since SF IPO
- ---------------------------------
<S> <C>
NM $122.05
Gold 96.56
SF 81.79
HM 81.13
</TABLE>
-34-
<PAGE>
[Slide 32]
WHY NEWMONT IS THE RIGHT CHOICE FOR SHAREHOLDER VALUE
. Our prospects for growth are better
. Our costs are lower
. Our synergies are superior
. Rerating based on size alone is a myth
. Our transaction is accretive to Newmont shareholders; Homestake dilutes its
shareholders' wealth
. We will continue to enjoy a strong financial position
-35-
<PAGE>
[Slide 33]
NEWMONT + SANTA FE ===>
2.3 MILLION MORE OUNCES OF PRODUCTION
Production Growth
- -----------------
NM/SF = 30%
HM/SF = 23%
[Bar graph comparing estimated production of a combined Homestake/Santa Fe
entity and a combined Newmont/Santa Fe entity as follows:
<TABLE>
<CAPTION>
Production
----------
1996E 1997E 1998E 1999E
----- ----- ----- -----
(thousands of ounces)
<S> <C> <C> <C> <C>
Combined Homestake/
Santa Fe
Homestake 1,740 1,640 1,850 1,810
Santa Fe 850 1,120 1,320 1,380
----- ----- ------ ------
Combined Total 2,590 2,760 3,170 3,190
Combined Newmont/
Santa Fe
Newmont 2,250 2,470 2,520 2,660
Santa Fe 850 1,120 1,320 1,380
----- ----- ------ ------
Combined Total 3,100 3,590 3,840 4,040]
</TABLE>
-36-
<PAGE>
[Slide 34]
NEWMONT + SANTA FE ===>
$33/OUNCE LOWER FUTURE CASH COSTS
[Bar graph comparing estimated future cash costs of production of a combined
Homestake/Santa Fe entity and a combined Newmont/Santa Fe entity as follows:
Cash Costs
1996E 1997E 1998E
----- ----- -----
($ per ounce)
Homestake/Santa Fe 243 244 244
Newmont/Santa Fe 221 208 213]
-37-
<PAGE>
[Slide 35]
RERATING BASED ON SIZE ALONE IS A MYTH
<TABLE>
<CAPTION>
Recent Gold Mergers
<S> <C>
Normandy/PosGold/Gold Mines of Kalgoorlie - 1996
Stock price 9/13/95 to 12/4/96 (5)%
Adj. market cap/ounce reserves (16)
Adj. market cap/ounce production (19)
Gold price (4)
Battle Mountain/Hemlo - 1996
Stock price 1/11/96 to 12/4/96 (24)%
Adj. market cap/ounce reserves 4
Adj. market cap/ounce production 23
Gold price (1)
Homestake/International Corona - 1992
Stock price 1/13/92 to 12/4/96 6%
Adj. market cap/ounce reserves 5
Adj. market cap/ounce production 10
Gold price 4
</TABLE>
-38-
<PAGE>
[Slide 36]
RERATING BASED ON SIZE ALONE IS A MYTH
<TABLE>
<CAPTION>
Recent Gold Mergers
<S> <C>
Normandy/PosGold/Gold Mines of Kalgoorlie - 1996
Stock price 9/13/95 to 12/4/96 (5)%
Adj. market cap/ounce reserves (16)
Adj. market cap/ounce production (19)
Gold price (4)
Battle Mountain/Hemlo - 1996
Stock price 1/11/96 to 12/4/96 (24)%
Adj. market cap/ounce reserves 4
Adj. market cap/ounce production 23
Gold price (1)
Newmont
Homestake/International Corona - 1992 -------
Stock price 1/13/92 to 12/4/96 6% 46%
Adj. market cap/ounce reserves 5 20
Adj. market cap/ounce production 10 25
Gold price 4 4
</TABLE>
-39-
<PAGE>
[Slide 37]
PERCENT ACCRETION/(DILUTION) COMPARISON: $370 GOLD
<TABLE>
<CAPTION>
HM + SF NM + SF
------ ----- ----- -----
1997E 1998E 1997E 1998E
------ ----- ----- -----
<S> <C> <C> <C> <C>
Reserves* (8.6)% (8.6)% 9.5% 9.5%
Production (15.9) (14.4) (1.7) 2.9
Cash Flow** (15.3) 9.8 (8.5) 3.1
Earnings** n.m. n.m. 7.2 14.4
</TABLE>
- --------------------
*12/31/95
**IBES Estimates for HM adjusted for Au price;
HM states that the acquisition is accretive
-40-
<PAGE>
[Slide 38]
PERCENT ACCRETION/(DILUTION) COMPARISON: $400 GOLD
<TABLE>
<CAPTION>
HM + SF NM + SF
------ ----- ----- ------
1997E 1998E 1997E 1998E
------ ----- ----- -----
<S> <C> <C> <C> <C>
Reserves* (8.6)% (8.6)% 9.5% 9.5%
Production (15.9) (14.4) (1.7) 2.9
Cash Flow** (21.9) (2.5) (11.7) (1.4)
Earnings** 9.1 (2.2) (6.2) (2.7)
</TABLE>
- --------------------
*12/31/95
**IBES Estimates for Homestake;
HM states that the acquisition is accretive
-41-
<PAGE>
[Slide 39]
PRO FORMA BALANCE SHEET
SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
Adjusted
Newmont Santa Fe Pro Forma
--------- --------- ----------
<S> <C> <C> <C>
Assets
Current assets $ 496 $ 188 $ 659
Fixed & other assets 1,584 1,040 2,549
------ ------ ------
$2,080 $1,228 $3,208
====== ====== ======
Liabilities & Stockholders' Equity
Current liabilities $ 218 $ 83 $ 287
Long term debt 585 395 980
Other liabilities 257 186 276
Stockholders' equity 1,020 564 1,665
------ ------ ------
$2,080 $1,228 $3,208
====== ====== ======
Debt/Debt + Stockholders' Equity 36% 41% 37%
S&P Debt Rating BBB+ BB+
</TABLE>
-42-
<PAGE>
[Slide 40]
CONCLUSION: NEWMONT + SANTA FE = THE RIGHT CHOICE
. Maximizes value for Santa Fe and Newmont shareholders
. Offers best combination of assets and proven capabilities
. Provides significant immediate increase for Santa Fe shareholders
. Provides immediate accretion in key attributes for Newmont
shareholders
. Offers excellent growth opportunity through
- Combining operating synergies to reduce cost
- Prioritizing worldwide exploration opportunities
- Realizing the potential of Santa Fe's Nevada properties
[Miniaturized reproduction of graph depicted in slide number 31.]
-43-
<PAGE>
[Slide 41]
Conclusion:
NEWMONT + SANTA FE = THE RIGHT CHOICE
. More value today
. Better prospects for the future
[Miniaturized reproduction of graph depicted in slide number 31.]
-44-
