UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 6, 1997
Newmont Mining Corporation
Delaware 1-1153 13-1806811
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
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1700 Lincoln Street, Denver, CO 80203
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(303) 863-7414
Newmont Gold Company
Delaware 1-9184 13-2526632
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
1700 Lincoln Street, Denver, CO 80203
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(303) 863-7414
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Item 2. Acquisition or Disposition of Assets.
On May 5, 1997, Newmont Mining Corporation ("Newmont
Mining") consummated the merger (the "Merger") contemplated
by the Agreement and Plan of Merger, dated as of March 10,
1997 (the "Merger Agreement"), among Newmont Mining,
Midtown Two Corp., a wholly-owned subsidiary of Newmont
Mining ("Midtown Two"), and Santa Fe Pacific Gold
Corporation ("Santa Fe"). Pursuant to the Merger
Agreement, Midtown Two was merged with and into Santa Fe
with Santa Fe being the surviving corporation (the
"Surviving Corporation") and each share of Santa Fe common
stock was converted into the right to receive 0.43 of a
share of Newmont Mining common stock. In addition,
pursuant to the Merger Agreement, Newmont Mining assumed
outstanding options to acquire Santa Fe common stock.
On May 5, 1997, Newmont Gold Company ("Newmont Gold")
consummated the transaction (the "Contribution
Transaction") contemplated by the Contribution Agreement,
dated as of March 31, 1997 (the "Contribution Agreement"),
between Newmont Mining and Newmont Gold. Pursuant to the
Contribution Agreement, Newmont Mining transferred to
Newmont Gold all of the shares of common stock of the
Surviving Corporation in exchange for additional shares of,
and options to acquire, Newmont Gold common stock. As a
result of the Contribution Transaction, the Surviving
Corporation is a wholly-owned subsidiary of Newmont Gold.
For more information on the Merger and the
Contribution Transaction, see the press release issued by
Newmont Mining on May 5, 1997, attached hereto as Exhibit
99.1 and incorporated herein.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
99.1 Text of Press Release dated May 5, 1997,
issued by Newmont Mining.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrants have duly caused this
report to be signed on its behalf by the undersigned
hereunto duly authorized.
NEWMONT MINING CORPORATION
Date: May 6, 1997 By:/s/ Timothy J. Schmitt
-------------------------
Timothy J. Schmitt
Vice President, Secretary
and Assistant General
Counsel
NEWMONT GOLD COMPANY
Date: May 6, 1997 By:/s/ Timothy J. Schmitt
------------------------
Timothy J. Schmitt
Vice President, Secretary
and Assistant General
Counsel
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EXHIBIT INDEX
Exhibit 99.1 Text of Press Release dated May 5, 1997.
<PAGE>
Exhibit 99.1
FOR IMMEDIATE RELEASE
NEWS RELEASE
NEWMONT MINING CORPORATION, 1700 LINCOLN STREET, DENVER, COLORADO
80203
Media Contact: Doug Hock Investor Contact: Terry Terens
(303) 837-5812 (303) 837-6141
NEWMONT COMPLETES MERGER WITH SANTA FE
DENVER, May 5, 1997--Newmont Mining Corporation has
completed its $2.1 billion merger with Santa Fe Pacific Gold
Corporation following votes today by stockholders of both
companies.
Under the merger agreement, announced March 10, each Santa
Fe common share has been converted into the right to receive 0.43
of a share of Newmont Mining common stock. As a result of the
merger, Newmont Mining will issue approximately 56.6 million new
shares and assume outstanding Santa Fe stock options. Following
the merger, Newmont Mining transferred Santa Fe to Newmont Gold
Company, its operating subsidiary, for the same number of Newmont
Gold common shares issued and options assumed by Newmont Mining.
This increases Newmont Mining's ownership interest in Newmont
Gold to 94 percent from 91 percent.
Newmont Gold now becomes the largest gold producer in North
America and the second largest in the word with 55 million ounces
in proven and probable reserves and estimated gold production of
3.7 million equity ounces in 1997. Cash savings and synergies
from the merger are estimated at $70 million to $80 million
annually.
"Santa Fe brings us a tremendous land package, with good
reserves, growing production, excellent technology and processing
capabilities and talented people. Because of the proximity of
our operations in Nevada, this is truly a golden marriage," said
Newmont Chairman, President and CEO Ronald C. Cambre.
The Santa Fe operations include the Lone Tree complex near
Battle Mountain, Nevada, the Twin Creeks Mine near Golconda,
Nevada, and the Mesquite Mine in southern California. Newmont
operates a large mining complex near Carlin, Nevada, as well as
joint ventures in Peru, Uzbekistan, and Indonesia.
Under terms of the merger agreement, five members of the
Santa Fe Pacific board are joining the Newmont Mining and Newmont
Gold boards, raising the number of directors on each board to 15
and 17, respectively.
The new board members, elected Monday by a vote of the
Newmont boards, are:
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- James T. Curry Jr., former chief executive officer of BHP
Minerals;
- Donald W. Gentry, professor of the Mining Engineering
Department at the Colorado School of Mines in Golden,
Colorado;
- Patrick M. James, former chairman, chief executive officer
and president of Santa Fe Pacific Gold Corporation;
- George B. Munroe, former chairman and chief executive
officer of Phelps Dodge Corporation;
- Jean Head Sisco, partner in Sisco Associates, a Washington
D.C. management consulting firm, specializing in
international risk and trade analysis.
Cambre also announced the senior management team for the new
company, with the following individuals reporting directly to
him:
- Wayne W. Murdy, executive vice president and chief financial
officer;
- Lawrence T. Kurlander, senior vice president and chief
administrative officer;
- John A.S. Dow senior vice president, exploration;
- W. James Mullin, elevated to senior vice president, North
American operations;
- David Francisco, elevated to senior vice president,
international operations;
- Joy E. Hansen, vice president, general counsel;
- David A. Baker, vice president, environmental affairs;
- Bruce Hansen, vice president, project development, joins
Newmont from Santa Fe, where he was responsible for
corporate development. Hansen, 39, holds a bachelor's
degree in mining engineering from the Colorado School of
Mines and a masters of business administration from the
University of New Mexico.
Other executive and managerial level changes will be
announced in coming days.
Santa Fe's common stock was delisted from the New York Stock
Exchange at the close of trading today. Letters of transmittal
with information for exchanging shares will be mailed to Santa Fe
stockholders beginning tomorrow. Questions may be directed to
Newmont's transfer agent, ChaseMellon Bank, at 1-888-213-0967.
This press release contains "forward-looking statements"
within the meaning of U.S. federal securities laws. The
company's performance is subject to risks, uncertainties and
other factors that could cause actual results to differ
materially from these statements. Such risks include, but are
not limited to, gold price volatility, increased production
costs, variances in ore grade or recovery rates from those
assumed in mining plans, non-realization of estimated synergies,
failure to receive on a timely basis necessary permits or other
governmental approvals, changes in U.S. or foreign laws or
regulations, and delays in the receipt of or failure to obtain
any necessary financing. For a more detailed discussion of such
risks and other factors, see Item 1 of the 1996 Annual Reports on
Form 10-K for Newmont Mining and Newmont Gold.
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