UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
AMENDMENT NO. 2 to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Newmont Gold Company
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
651637100
(CUSIP Number)
with copies to:
Timothy J. Schmitt, Esq. Maureen Brundage, Esq.
Newmont Mining Corporation White & Case LLP
1700 Lincoln Street 1155 Avenue of the Americas
Denver, Colorado 80203 New York, New York 10036
(303) 863-7414 (212) 819-8200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 30, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ).
<PAGE>
SCHEDULE 13D
- ---------------------------------
CUSIP No. 651637100
- ---------------------------------
- -------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Newmont Mining Corporation
- -------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)( )
(b)( )
- -------- -----------------------------------------------------------------------
3 SEC USE ONLY
- -------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- -------- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
- -------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------------------- ------- ------------------------------------
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON 159,225,505
WITH
------- ------------------------------------
8 SHARED VOTING POWER
------- ------------------------------------
9 SOLE DISPOSITIVE POWER
159,225,505
------- ------------------------------------
10 SHARED DISPOSITIVE POWER
- -------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
159,225,505
- -------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
- -------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
93.85
- -------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC, CO
- -------- -----------------------------------------------------------------------
<PAGE>
This Amendment No. 2 amends and supplements the Schedule 13D filed on May
15, 1997, as previously amended on September 29, 1998, relating to the shares of
common stock, par value $0.01 per share ("Newmont Gold Common Stock"), of
Newmont Gold Company, a corporation organized under the laws of Delaware
("Newmont Gold"). The principal executive offices of Newmont Gold are located at
1700 Lincoln Street, Denver, Colorado 80203.
Item 2. Identity and Background
Item 2 is amended by amending and restating in its entirety Schedule A
as attached hereto.
Item 4. Purpose of the Transaction
Item 4 is amended and restated in its entirety to read as follows:
"Effective January 1, 1994, Newmont Gold and Newmont Mining
Corporation ("Newmont Mining") entered into a transaction (the "1994
Transaction") pursuant to which Newmont Gold acquired all of the operations and
assets of Newmont Mining, except for shares of Newmont Gold Common Stock
retained by Newmont Mining, and Newmont Gold assumed all existing and future
liabilities of Newmont Mining (but excluding, among other things, outstanding
employee stock options of Newmont Mining (the "Newmont Mining Options")
exercisable for the common stock of Newmont Mining, par value $1.60 per share
(the "Newmont Mining Common Stock")). As part of the 1994 Transaction, among
other things, the then outstanding shares of Newmont Mining Common Stock were
split so that the number of outstanding shares of Newmont Mining common stock
would equal the number of shares of Newmont Gold Common Stock held by Newmont
Mining, and Newmont Gold issued to Newmont Mining options exercisable for
Newmont Gold Common Stock (the "Newmont Gold Options") on the same terms as the
Newmont Mining Options. It was and is intended that the Newmont Gold Options
would be exercised when and to the extent that comparable Newmont Mining Options
were exercised.
The purposes of the 1994 Transaction were (i) to transfer all
operations of Newmont Mining to Newmont Gold and (ii) to have the stockholders
of Newmont Mining and Newmont Gold have identical per share interests in the
reserves, production, earnings and dividends of Newmont Gold. In order to
maintain these identical per share interests going forward, the number of shares
of Newmont Gold Common Stock held by Newmont Mining must always equal the number
of outstanding shares of Newmont Mining Common Stock. As a result, upon the
issuance by Newmont Mining of additional Newmont Mining Options to its
employees, Newmont Gold will issue to Newmont Mining additional Newmont Gold
Options upon the same terms and conditions as the Newmont Mining Options so
issued. When employees exercise their Newmont Mining Options, Newmont Mining
will exercise an equal number of the Newmont Gold Options. In addition, upon the
issuance by Newmont Mining of additional shares of Newmont Mining Common Stock,
or securities exercisable for or convertible into such shares, Newmont Gold will
issue to Newmont Mining an equal number of shares of Newmont Common Stock, or
securities exercisable for or convertible to such shares.
The purposes of the Contribution Transaction described in Item 3 were
(i) to transfer to Newmont Gold the shares of common stock of Santa Fe acquired
pursuant to the Merger Agreement so that Newmont Mining would continue to have
no operations and all operations would be conducted by Newmont Gold and its
subsidiaries and (ii) to maintain the equilibrium between the number of
outstanding shares of Newmont Mining Common Stock and the number of shares of
Newmont Gold Common Stock held by Newmont Mining.
Newmont Mining and Newmont Gold have from time to time considered
various approaches to simplify their corporate structure. The recent stock
prices of Newmont Mining and Newmont Gold resulted in discussions of a possible
merger between the two companies because such stock prices would allow the
consummation of a merger without adding significant non-cash charges against
future earnings.
On September 29, 1998, Newmont Mining announced that it would acquire
the remaining 6.25% of Newmont Gold Common Stock not already owned by Newmont
Mining through a tax-free merger (the "Merger") in which Newmont Mining will
issue approximately 10.7 million shares of Newmont Mining Common Stock.
Immediately prior to consummation of the Merger, Newmont Mining will contribute
to NGC Acquisition Co. ("Acquisition Co."), a newly formed, wholly-owned
subsidiary of Newmont Mining, all of the shares of Newmont Gold Common Stock
owned by Newmont Mining. In the Merger, (i) Acquisition Co. will be merged with
and into Newmont Gold pursuant to Section 253 of the Delaware General
Corporation Law (the "DGCL"), with Newmont Gold being the surviving corporation
and (ii) each outstanding share of Newmont Gold Common Stock (other than shares
of Newmont Gold Common Stock in Newmont Gold's treasury or shares owned by
Acquisition Co., which will be cancelled, and other than shares of Newmont Gold
Common Stock held by stockholders who perfect appraisal rights under the DGCL)
will be converted into the right to receive 1.025 shares of Newmont Mining
Common Stock. In lieu of fractional shares, holders of Newmont Gold Common Stock
will be paid an amount in cash equal to such holder's proportionate interest in
the net proceeds from the sale in the open market of all such fractional shares
of Newmont Mining Common Stock. As a result of the Merger, Newmont Gold will
become a wholly-owned subsidiary of Newmont Mining.
The Merger has been approved by the Board of Directors of Newmont
Mining. A special committee of the Newmont Gold Board of Directors, consisting
of directors who are not affiliates of Newmont Mining, has determined that the
Merger is fair to the stockholders of Newmont Gold, other than Newmont Mining.
No approval is required to be obtained, or is being sought, from the
stockholders of Newmont Mining or Newmont Gold.
On September 30, 1998, Newmont Mining filed with the Securities and
Exchange Commission (the "Commission") a Registration Statement on Form S-4 in
respect of the shares of Newmont Mining Common Stock to be issued in the Merger
(the "Registration Statement"). It is expected that the Merger will be effected
promptly after the Registration Statement is declared effective by the
Commission. Newmont Mining, however, reserves the right not to proceed with the
Merger if the cost of completion thereof, or the charges that would be incurred
in connection therewith, would make proceeding with the Merger inadvisable.
The Merger is intended to simplify the corporate structure of Newmont
Mining and Newmont Gold and to result in administrative cost savings of
approximately $485,000 annually. The foregoing statement regarding anticipated
savings from the Merger is a "forward-looking statement" (within the meaning of
Section 21E of the Exchange Act) which is subject to risks, uncertainties and
other factors which could cause actual saving to differ materially from such
anticipated savings. Important factors that could cause actual saving to differ
materially from such anticipated savings are disclosed in Newmont Mining's and
Newmont Gold's Annual Reports on Form 10-K and other filings made by them with
the Commission.
In connection with the Merger, Newmont Gold will take such action as
is necessary to cause the Newmont Gold Common Stock to cease to be listed on the
New York Stock Exchange and the Paris Bourse as of the effective date of the
Merger. In addition, after the effective date of the Merger, the Certificate of
Incorporation of Newmont Gold will be amended so as to reduce the authorized
capital stock of Newmont Gold from 250,000,000 shares of common stock, par value
$0.01 per share, and 5,000,000 shares of preferred stock, par value $5.00 per
share, to 1,000 shares of common stock, par value $0.01 per share. As soon as is
practicable after the effective date of the Merger, the registration under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), of the Newmont
Gold Common Stock will be terminated and, as a result, Newmont Gold will no
longer be required to file periodic reports with the Commission and will no
longer be subject to provisions of Section 14(a) of the Exchange Act requiring
the furnishing of proxy statements in connection with stockholders' meetings. In
addition, officers and directors of Newmont Gold (and Newmont Mining as a more
than 10% stockholder of Newmont Gold) will no longer be subject to the reporting
requirements of Section 16(a) of the Exchange Act.
A copy of the press release announcing the Merger is included as
Exhibit 99 attached hereto.
Except as set forth above and in Item 6 and except in the case of the
persons listed on Schedule A in their capacities as directors and/or executive
officers of Newmont Mining, neither Newmont Mining nor, to the best knowledge of
Newmont Mining, any of the persons listed on Schedule A has any current plans or
proposals that would result in (a) the acquisition by any person of additional
securities of Newmont Gold or the disposition of securities of Newmont Gold; (b)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation of Newmont Gold or any of its subsidiaries; (c) a sale or transfer
of a material amount of assets of Newmont Gold or any of its subsidiaries; (d)
any change in the present board of directors or management of Newmont Gold,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board; (e) any material change in the present
capitalization or dividend policy of Newmont Gold; (f) any other material change
in Newmont Gold's business or corporate structure; (g) changes in Newmont Gold's
charter, by-laws or instruments corresponding thereto, or other actions which
may impede the acquisition of the control of Newmont Gold by any person; (h) any
of Newmont Gold's securities being delisted from a national securities exchange
or ceasing to be authorized to be quoted in an inter-dealer quotation system of
a registered national securities association; (i) any of Newmont Gold's equity
securities becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Exchange Act; or (j) any action similar to any of those
enumerated above."
Item 5. Interest in Securities of the Issuer
Paragraphs (a), (b) and (c) of Item 5 are hereby amended to read in
their entirety as follows:
"(a)" Newmont Mining is the beneficial owner of 159,225,505 shares of
Newmont Gold Common Stock, which constitutes beneficial ownership of 93.85% the
total outstanding shares of Newmont Gold Common Stock, based on 169,658,915
issued and outstanding shares of Newmont Gold Common Stock as of September 30,
1998. The 159,225,505 shares of Newmont Gold Common Stock so beneficially owned
include 2,702,599 shares that Newmont Mining has the right to acquire within 60
days upon the exercise of options granted by Newmont Gold to Newmont Mining.
Set forth on Schedule A is the aggregate number of shares of Newmont
Gold Common Stock beneficially owned by each of the persons listed on such
Schedule, which, in each case constitutes less than 1% of the total outstanding
shares of Newmont Gold Common Stock outstanding as of September 30, 1998.
(b) Newmont Mining has the sole power to vote 159,225,505 shares and
to dispose of 159,225,505 shares of Newmont Gold Common Stock.
Except as otherwise specified on Schedule A, each person listed on
Schedule A who beneficially owns shares of Newmont Gold Common Stock, as
indicated on such Schedule, has the sole power to vote or to direct the vote of,
and has the sole power to dispose of or to direct the disposition of, such
shares.
(c) On August 31, 1998, Newmont Gold issued 10,643 shares of Newmont
Gold Common Stock to Newmont Mining. The issuance was the result of restricted
stock awards of 10,643 shares of Newmont Mining Common Stock to employees of
Newmont Gold pursuant to Newmont Mining's 1996 Employees Stock Plan.
In addition, set forth below is a summary of purchases of Newmont Gold
Common Stock made by persons listed on Schedule A pursuant to Newmont Gold's
employee savings plan.
D. Scott Barr
Number of
Date Purchased Shares Purchased Price
- -------------- ---------------- -----
8/14/98 5 $ 17.44
8/31/98 6 $ 14.88
9/15/98 4 $ 21.13
9/30/98 3 $ 25.56
Robert J. Bush
Number of
Date Purchased Shares Purchased Price
- -------------- ---------------- -----
8/14/98 12 $ 17.48
8/31/98 14 $ 14.88
9/15/98 10 $ 21.13
9/30/98 8 $ 25.56
David H. Francisco
Number of
Date Purchased Shares Purchased Price
- -------------- ---------------- -----
8/14/98 49 $ 17.48
8/31/98 58 $ 14.88
9/15/98 41 $ 21.13
9/30/98 33 $ 25.56
Lawrence T. Kurlander
Number of
Date Purchased Shares Purchased Price
- -------------- ---------------- -----
8/5/98 2,980 $ 19.00
Except as disclosed above, during the past 60 days neither Newmont
Mining nor any of the persons listed in Schedule A have purchased any shares of
Newmont Gold Common Stock."
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 1, 1998
NEWMONT MINING CORPORATION
By: /s/ Timothy J. Schmitt
---------------------------------
Name: Timothy J. Schmitt
Title: Vice President, Secretary
and Assistant General Counsel
<PAGE>
Schedule A
Each person named below is a director or executive officer of Newmont
Mining.
<TABLE>
<CAPTION>
Number of Shares of
Present Principal Newmont Gold Common
Name and Occupation or Stock Beneficially
Citizenship Business Address Employment Owned
- ----------- ---------------- ----------------- -------------------
<S> <C> <C> <C>
Ronald C. Cambre Newmont Mining Corporation Chairman, President 12,657
U.S.A. 1700 Lincoln Street and Chief Executive
Denver, Colorado 80203 Officer, Newmont
Mining and Newmont
Gold
James T. Curry, Jr. 315 Robinwood Lane Retired Chief 1,250
U.S.A. Hillsborough, California 94010 Executive Officer of
Broken Hill
Proprietary Ltd.
Joseph P. Flannery Uniroyal Holding, Inc. Chairman, President 3,125
U.S.A. 70 Great Hill Road and Chief Executive
Naugatuck, Connecticut 06770 Officer
Leo I. Higdon, Jr. Babson College President 2,500
U.S.A. Babson Park, MA 02157-0310
Thomas A. Holmes Ingersoll-Rand Company Retired Chairman and 3,125
U.S.A. 200 Chestnut Ridge Road Chief Executive
Woodcliff Lake, New Jersey 07675 Officer
George B. Munroe 444 Madison Avenue Retired Chairman and 1,250
U.S.A. 19th Floor Chief Executive
New York, New York 10022 Officer of Phelps
Dodge Corporation
Robin A. Plumbridge 17, Woolston Road Retired Chairman 3,125
South Africa Westcliff Gold Fields of South
Johannesburg 2193 Africa Limited
Republic of South Africa
Moeen A. Qureshi Emerging Markets Chairman of Emerging 3,125
U.S.A. Partnership Markets Partnership
2001 Pennsylvania Avenue
Suite 1100
Washington, DC 20006
Michael K. Reilly 104 Burr Ridge Club Drive Former Chairman 3,125
U.S.A. Burr Ridge, Illinois 60521 Ziegler Coal Holding
Company
Jean Head Sisco Sisco Associates Partner 1,250
U.S.A. 2517 Massachusetts NW
Washington, DC 20008-2823
William I.M. Turner, Jr. EXSULTATE Inc. Chairman and Chief 3,125
Canada 1981 McGill College Avenue Executive Officer
Suite 575
Montreal, Quebec H3A 2X1
Canada
David A. Baker Newmont Gold Company Vice President, 0
U.S.A. 1700 Lincoln Street Environmental Affairs
Denver, Colorado 80203
D. Scott Barr Newmont Gold Company Vice President, 94
U.S.A. 1700 Lincoln Street Projects
Denver, Colorado 80203
Robert J. Bush Newmont Gold Company Vice President, 247
U.S.A. 1700 Lincoln Street Materials Management
Denver, Colorado 80203
George G. Byers Newmont Gold Company Vice President, 0
U.S.A. 1700 Lincoln Street Government Relations
Denver, Colorado 80203
Steven A. Conte Newmont Gold Company Vice President, 264
U.S.A. 1700 Lincoln Street Human Resources
Denver, Colorado 80203
Thomas M. Conway Newmont Gold Company Vice President, 0
U.S.A. 1700 Lincoln Street General Manager, Carlin
Denver, Colorado 80203
Mary E. Donnelley Newmont Gold Company Vice President, 75
U.S.A. 1700 Lincoln Street Government Relations
Denver, Colorado 80203
John A.S. Dow Newmont Mining Corporation Senior Vice 1,496
New Zealand 1700 Lincoln Street President, Exploration
Denver, Colorado 80203
Thomas L. Enos Newmont Gold Company Vice President, 0
U.S.A. 1700 Lincoln Street International Operations
Denver, Colorado 80203
W. Durand Eppler Newmont Gold Company Vice President, 0
U.S.A. 1700 Lincoln Street Business Development and Planning
Denver, Colorado 80203
Gary E. Farmar Newmont Gold Company Vice President, 914
U.S.A. 1700 Lincoln Street Internal Audit
Denver, Colorado 80203
Patricia A. Flanagan Newmont Mining Corporation Vice President, 625
U.S.A. 1700 Lincoln Street Treasurer and
Denver, Colorado 80203 Assistant Secretary
David H. Francisco Newmont Gold Company Senior Vice President, 527
U.S.A. 1700 Lincoln Street International Operations
Denver, Colorado 80203
Eric Hamer Newmont Gold Company Vice President and Senior 0
U.S.A. 1700 Lincoln Street Project Executive
Denver, Colorado 80203
Bruce D. Hansen Newmont Mining Corporation Vice President 0
U.S.A. 1700 Lincoln Street Project Development
Denver, Colorado 80203
Joy E. Hansen Newmont Mining Corporation Vice President and 0
U.S.A. 1700 Lincoln Street General Counsel
Denver, Colorado 80203
Jeffrey R. Huspeni Newmont Gold Company Vice President, 1461
U.S.A. 1700 Lincoln Street Mine Geology
Denver, Colorado 80203
Donald G. Karras Newmont Mining Corporation Vice President, Taxes 0
U.S.A. 1700 Lincoln Street
Denver, Colorado 80203
Lawrence T. Kurlander Newmont Mining Corporation Senior Vice President 5,937
U.S.A. 1700 Lincoln Street, and Chief Administrative
Denver, Colorado 80203 Officer
Leendert G. Krol Newmont Gold Company International Vice President, 0
Holland 1700 Lincoln Street Exploration
Denver, Colorado 80203
Leland W. Krugerud Newmont Gold Company Vice President, 0
U.S.A. 1700 Lincoln Street Accounting and Information Systems
Denver, Colorado 80203
Jack H. Morris Newmont Gold Company Vice President, 2956
U.S.A. 1700 Lincoln Street Corporate Relations
Denver, Colorado 80203
W. James Mullin Newmont Gold Company Senior Vice President, 2153
Canada 1700 Lincoln Street North American Operations
Denver, Colorado 80203
Wayne W. Murdy Newmont Mining Corporation Executive Vice 3,800
U.S.A. 1700 Lincoln Street President and Chief
Denver, Colorado 80203 Financial Officer
Jean-Michel Rendu Newmont Gold Company Vice President, 0
U.S.A. 1700 Lincoln Street Resources and Mine Planning
Denver, Colorado 80203
Timothy J. Schmitt Newmont Mining Corporation Vice President, 0
U.S.A. 1700 Lincoln Street Secretary and
Denver, Colorado 80203 Assistant General
Counsel
Linda K. Wheeler Newmont Mining Corporation Controller 0
U.S.A. 1700 Lincoln Street
Denver, Colorado 80203
</TABLE>
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 MINING TO ACQUIRE
REMAINING SHARES OF NEWMONT GOLD
DENVER, September 29, 1998 - Newmont Mining Corporation announced that it
will acquire the remaining 6.25 percent of Newmont Gold Company that it does not
already own, in a tax free merger, by issuing approximately 10.7 million shares
of Newmont Mining common stock. Newmont Mining and Newmont Gold are traded on
the New York Stock Exchange under the symbols NEM and NGC, respectively.
In the merger, each outstanding share of Newmont Gold common stock (other
than shares that perfect appraisal rights under Delaware law and shares owned by
Newmont Mining) will be converted into 1.025 shares of Newmont Mining common
stock. Fractional shares will be paid in cash. The merger will occur promptly
after the Securities and Exchange Commission declares effective a registration
statement for the Newmont Mining common stock to be issued in the merger. No
action is required by the shareholders of either company.
The board of directors of Newmont Mining today approved the merger. A
special committee of the Newmont Gold board of directors, consisting of
directors who are not affiliates of Newmont Mining, has determined that the
merger is fair to the minority shareholders of Newmont Gold. The merger is
expected to save approximately $485,000 annually in administrative costs as a
result of Newmont Gold ceasing to be a publicly traded company.
The merger is the final step in the consolidation process between Newmont
Gold and Newmont Mining that began in 1994. Since January 1, 1994, the two
companies have had the same per-share assets, operating results, earnings and
dividends.
Newmont is the world's second-largest gold producer with operations in the
United States, as well as joint ventures in Indonesia, Peru, Uzbekistan and
Mexico.
This release contains "forward-looking statements" (within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934) which are subject to risks, uncertainties and other
factors described in filings made with the Securities and Exchange Commission by
Newmont Mining Corporation.
