UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
AMENDMENT NO. 4 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)
October 7, 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. 4 amends and supplements the Schedule 13D filed on May
15, 1997, as previously amended on September 29, 1998, October 1, 1998 and
October 5, 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 4. Purpose of the Transaction
Item 4 is amended by inserting the following paragraph immediately after
the penultimate paragraph of Item 4.
On October 7, 1998, Newmont Mining announced that the Merger had become
effective as of 5:00 p.m. EDT on October 7, 1998. A copy of the press release
announcing the effectiveness of the Merger is included as Exhibit 99.2 attached
hereto.
<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 7, 1998
NEWMONT MINING CORPORATION
By: /s/ Timothy J. Schmitt
---------------------------------
Name: Timothy J. Schmitt
Title: Vice President, Secretary
and Assistant General Counsel
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 ACQUISITION OF REMAINING
NEWMONT GOLD SHARES DECLARED EFFECTIVE
DENVER, October 7, 1998 - Newmont Mining Corporation announced that its
merger with Newmont Gold Company became effective today. Under this tax-free
merger, Newmont Mining has acquired the remaining 6.25 percent of Newmont Gold
Company that it did not already own.
Each outstanding share of Newmont Gold common stock (other than shares that
perfect appraisal rights under Delaware law and shares owned by Newmont Mining
and its subsidiaries) has been converted into 1.025 shares of Newmont Mining
common stock. Fractional shares will be paid in cash. Approximately 10.7 million
shares of Newmont Mining common stock will be issued in the merger (assuming no
exercise of appraisal rights). Newmont Gold Company, listed on the New York
Stock Exchange under the symbol NGC, will cease to trade prior to the opening of
the market tomorrow.
The board of directors of Newmont Mining previously approved the merger. A
special committee of the Newmont Gold board of directors, consisting of
directors who are not affiliates of Newmont Mining, determined that the merger
is fair to the minority shareholders of Newmont Gold.
The merger is the final step in a 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.
