[Draft: (New York) September 28, 1998]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
AMENDMENT NO. 1 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)
Timothy J. Schmitt, Esq. with copies to:
Newmont Mining Corporation Maureen Brundage, Esq.
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 29, 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
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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. 1 amends and supplements the Schedule 13D filed on
May 15, 1997 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 in its entirety Schedule A as attached
hereto.
Item 4. Purpose of the Transaction
Item 4 is amended to add at the end thereof the following:
"As previously disclosed in the Schedule 13D filed on May 15, 1997,
Newmont Mining Corporation ("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. It is expected that the Merger
will be effective promptly after the Securities and Exchange Commission (the
"Commission") declares effective the registration statement which will be filed
in respect of the shares of Newmont Mining Common Stock to be issued in the
Merger.
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.
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.
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.
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 28,
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 28, 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 5, 1998, Lawrence T. Kurlander acquired 2,980 shares of
Newmont Gold Common Stock at a price of $19.00 per share as result of an
election made by Mr. Kurlander under Newmont Gold's employee savings plan. 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 the 1996 Employees Stock Plan. 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: September 29, 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
John A.S. Dow Newmont Mining Corporation Senior Vice 1,496
New Zealand 1700 Lincoln Street President, Exploration
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
Joy E. Hansen Newmont Mining Corporation Vice President and 0
U.S.A. 1700 Lincoln Street General Counsel
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, Administration, and Chief
Denver, Colorado 80203 Administrative Officer
Wayne W. Murdy Newmont Mining Corporation Executive Vice 3,800
U.S.A. 1700 Lincoln Street President and Chief
Denver, Colorado 80203 Financial Officer
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.
