SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
NEWMONT MINING CORPORATION
----------------------------------------
(Name of Issuer)
Common Stock, $1.60 Par Value
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(Title of Class of Securities)
651639106
--------------------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 23, 1997
----------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 12 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 651639106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Soros Fund Management LLC
2 Check the Appropriate Box If a Member of a Group*
a. [X]
b. [_]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 6,662,534
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 6,662,534
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
6,662,534
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
4.26%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 651639106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
George Soros(in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [x]
b. [_]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 6,662,534
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
6,662,534
11 Aggregate Amount Beneficially Owned by Each Reporting Person
6,662,534
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
4.26%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 651639106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stanley F. Druckenmiller (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [x]
b. [_]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 822,643
Shares
Beneficially 8 Shared Voting Power
Owned By 6,662,534
Each
Reporting 9 Sole Dispositive Power
Person 822,643
With
10 Shared Dispositive Power
6,662,534
11 Aggregate Amount Beneficially Owned by Each Reporting Person
7,485,177
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
4.79%
14 Type of Reporting Person*
IA
<PAGE>
SCHEDULE 13D
CUSIP No. 651639106
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Duquesne Capital Management, L.L.C.
2 Check the Appropriate Box If a Member of a Group*
a. [x]
b. [_]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Pennsylvania
7 Sole Voting Power
Number of 822,643
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 822,643
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
822,643
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
.53%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 8 to Schedule 13D relates to shares of Common
Stock, $1.60 par value per share (the "Shares"), of Newmont Mining Corporation
(the "Issuer"). This Amendment No. 8 supplementally amends the initial statement
on Schedule 13D dated April 30, 1993 and all amendments thereto (collectively,
the "Initial Statement") filed by the Reporting Persons (as defined herein).
This Amendment No. 8 is being filed by the Reporting Persons to report that
Quantum Partners, Quota, Quasar Partners and the Duquesne LLC Clients have
disposed of certain Shares held for their respective accounts, and that the
Reporting Persons no longer may be deemed the beneficial owners of five percent
or more of the outstanding Shares of the Issuer. Capitalized terms used herein
but not defined herein shall have the meanings ascribed to them in the Initial
Statement. The Initial Statement is supplementally amended as follows.
Item 2. Identity and Background.
This statement is being filed on behalf of Soros Fund Management LLC,
a Delaware limited liability company ("SFM LLC"), Mr. George Soros ("Mr. Soros")
and Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller") and Duquesne Capital
Management, L.L.C., a Pennsylvania limited liability company ("Duquesne LLC",
and together with SFM LLC, Mr. Soros and Mr. Druckenmiller, the "Reporting
Persons"). This statement relates to Shares held for the accounts of Quantum
Partners, Quota, Quasar Partners and the Duquesne LLC Clients.
Updated information concerning the Managing Directors of SFM LLC is
attached hereto as Annex A and incorporated herein by reference. Updated
information concerning the executive officers of Duquesne LLC is attached hereto
as Annex B and incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
(a) (i) Each of SFM LLC and Mr. Soros may be deemed the beneficial
owner of 6,662,534 Shares (approximately 4.26% of the total number of Shares
outstanding). This number consists of (A) 2,430,130 Shares held for the account
of Quantum Partners, (B) 1,762,136 Shares held for the account of Quota, and (C)
2,470,268 Shares held for the account of Quasar Partners.
(ii) Mr. Druckenmiller may be deemed the beneficial owner of
7,485,177 Shares (approximately 4.79% of the total number of Shares
outstanding). This number consists of (A) 2,430,130 Shares held for the account
of Quantum Partners, (B) 1,762,136 Shares held for the account of Quota, (C)
2,470,268 Shares held for the account of Quasar Partners, and (D) 822,643 Shares
held for the accounts of the Duquesne LLC Clients.
(iii) Duquesne LLC may be deemed the beneficial owner of the
822,643 Shares held for the accounts of the Duquesne LLC Clients (approximately
0.53% of the total number of Shares outstanding).
(b) (i) Pursuant to the terms of the contracts between Quantum Fund
and SFM LLC, Quota and SFM LLC and Quasar Partners and SFM LLC, SFM LLC may be
<PAGE>
deemed to have sole power to direct the voting and disposition of the 6,662,534
Shares held for the accounts of Quantum Partners, Quota and Quasar Partners.
(ii) Pursuant to the terms of the contracts between Quantum Fund
and SFM LLC, Quota and SFM LLC and Quasar Partners and SFM LLC, and as a result
of the positions held by Mr. Soros and Mr. Druckenmiller with SFM LLC, each of
Mr.Soros and Mr. Druckenmiller may be deemed to have shared power to direct the
voting and disposition of the 6,662,534 Shares held for the accounts of Quantum
Partners, Quota and Quasar Partners.
(iii) Pursuant to the contracts with the Duquesne LLC Clients,
and as a result of the position held by Mr. Druckenmiller with Duquesne LLC,
each of Duquesne LLC and Mr. Druckenmiller may be deemed to have the sole power
to direct the voting and disposition of securities held for the accounts of the
Duquesne LLC Clients, including the 822,643 Shares held for the accounts of the
Duquesne LLC Clients.
(c) Except for the transactions disclosed on Annex C hereto, all of
which were effected on the New York Stock Exchange in routine brokerage
transactions, there have been no transactions with respect to the Shares since
September 1, 1997 (60 days prior to the date hereof) by Quantum Partners, Quota,
Quasar Partners, the Duquesne LLC Clients or by any of the Reporting Persons.
(d) (i) The shareholders of Quantum Partners, including Quantum Fund,
have the right to participate in the receipt of dividends from, or proceeds from
the sale of, securities, including the Shares, held for the account of Quantum
Partners in accordance with their ownership interests in Quantum Partners.
(ii) The shareholders of Quota have the right to participate in
the receipt of dividends from, or proceeds from the sale of, securities,
including the Shares, held for the account of Quota in accordance with their
ownership interests in Quota.
(iii) The partners of Quasar Partners, including Quasar
International Fund N.V., a Netherlands Antilles corporation, have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares, held for the account of Quasar Partners in accordance with their
partnership interests in Quasar Partners.
(iv) The Duquesne LLC Clients have the right to participate in
the receipt of dividends from, or proceeds from the sale of, securities,
including the Shares, held for their accounts.
(e) Each of the Reporting Persons ceased to be a beneficial
owner of five percent or more of the outstanding Shares on October 23, 1997.
Each of SFM LLC and Mr. Soros expressly disclaims beneficial ownership
of any Shares not held directly for the accounts of the SFM Clients. Duquesne
LLC expressly disclaims beneficial ownership of any Shares not held for the
accounts of the Duquesne LLC Clients.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
As set forth in the Initial Statement, each of the Reporting Persons,
Quantum Partners, Quasar Partners and Quota entered into a Standstill Agreement
dated as of May 10, 1993. Pursuant to its terms, the Standstill Agreement shall
terminate on November 1, 1997.
From time to time each of the Reporting Persons, Quantum Partners,
Quasar Partners, Quota, other SFM Clients and/or the Duquesne LLC Clients may
lend portfolio securities to brokers, banks or other financial institutions.
These loans typically obligate the borrower to return the securities, or an
equal amount of securities of the same class, to the lender and typically
provide that the borrower is entitled to exercise voting rights and to retain
dividends during the term of the loan. From time to time to the extent permitted
by applicable law, each of such persons or entities may borrow the Shares for
the purpose of effecting, and may effect, short sale transactions, and may
purchase securities for the purpose of closing out short positions in such
securities.
Except as set forth herein and in the Initial Statement, the Reporting
Persons, Quantum Partners, Quasar Partners, Quota, other SFM Clients and/or the
Duquesne LLC Clients do not have any contracts, arrangements, understandings or
relationships with respect to any securities of the Issuer.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: October 31, 1997 SOROS FUND MANAGEMENT LLC
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Managing Director
GEORGE SOROS
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Attorney-in-Fact
DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By: /S/ GERALD KERNER
-----------------------------
Gerald Kerner
Managing Director
<PAGE>
ANNEX A
The following is a list of all of the persons (other than Stanley
Druckenmiller) who serve as Managing Directors of SFM LLC:
Scott K. H. Bessent
Walter Burlock
Brian J. Corvese
Jeffrey L. Feinberg
Arminio Fraga
David Gerstenhaber
Gary Gladstein
Ron Hiram
Robert K. Jermain
David N. Kowitz
Alexander C. McAree
Paul McNulty
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Filiberto H. Verticelli
Sean C. Warren
John Zwaanstra
Each of the above-listed persons is a United States citizen whose principal
occupation is serving as Managing Director of SFM LLC, and each has a business
address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York,
New York 10106.
To the best of the Reporting Persons' knowledge:
(a) None of the above persons holds any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
<PAGE>
ANNEX B
The following is a list of all of the persons who serve as executive
officers of Duquesne LLC (other than Stanley F. Druckenmiller):
Michael A. Shay ("Mr. Shay")
Gerald Kerner ("Mr. Kerner")
Mr. Shay is a United States citizen whose principal occupation is
serving as a Managing Director of Duquesne LLC. Mr. Shay's business address is
Duquesne Capital Management, L.L.C., 2579 Washington Road, Suite 322,
Pittsburgh, Pennsylvania 15241.
Mr. Kerner is a United States citizen whose principal occupation is
serving as a Managing Director of Duquesne LLC. Mr. Kerner's business address is
Duquesne Capital Management, L.L.C., 888 Seventh Avenue, 32nd Floor, New York,
New York 10106.
To the best of the Reporting Persons' knowledge:
(a) None of the above persons hold any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
<PAGE>
<TABLE>
<CAPTION>
ANNEX C
RECENT TRANSACTIONS IN THE COMMON STOCK OF
NEWMONT MINING CORPORATION
Date of Nature of
For the Account of Transaction Transaction Number of Price Per Share
- ------------------ ----------- ----------- --------- ---------------
Shares
------
<S> <C> <C> <C> <C>
Quantum Partners/1/ 9/30/97 SALE 53,800 45.266
10/01/97 SALE 21,500 45.191
10/08/97 SALE 21,300 44.938
10/09/97 SALE 18,900 45.179
10/23/97 SALE 161,000 44.855
Quasar Partners/1/ 9/30/97 SALE 53,800 45.266
10/01/97 SALE 21,500 45.191
10/08/97 SALE 16,200 44.938
10/09/97 SALE 19,000 45.179
10/23/97 SALE 161,200 44.855
Quota/1/ 9/30/97 SALE 125,000 45.266
10/01/97 SALE 50,000 45.191
10/08/97 SALE 37,500 44.938
10/09/97 SALE 44,000 45.179
10/23/97 SALE 378,000 44.855
The Duquesne LLC 9/30/97 SALE 17,400 45.267
Clients/2/ 10/01/97 SALE 7,000 45.191
10/09/97 SALE 6,100 45.179
10/23/97 SALE 52,700 44.856
- ------------------------
/1/ Transactions effected at the direction of SFM LLC.
/2/ Transactions effected at the direction of Duquesne LLC.
</TABLE>
