<PAGE> 1
FORM 11-K
[ ] ANNUAL REPORTS
PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended ___________________
OR
[ X ] TRANSITION REPORT
PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
[NO FEE REQUIRED]
For the one-day transition period ended January 1, 1998
Commission file number 1-1153
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
---------------------------
(Title of Plans)
NEWMONT MINING CORPORATION
--------------------------
(Issuer of Securities)
1700 Lincoln Street, Denver, Colorado 80203
-------------------------------------------
(Principal Executive Office)
<PAGE> 2
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
AS OF JANUARY 1, 1998 AND DECEMBER 31, 1997
TOGETHER WITH REPORT OF INDEPENDENT
PUBLIC ACCOUNTANTS
<PAGE> 3
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
<TABLE>
<CAPTION>
Page(s)
-------
<S> <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1
FINANCIAL STATEMENTS:
Statement of Net Assets Available For Plan Benefits, With Fund Information,
as of January 1, 1998 2
Statement of Net Assets Available For Plan Benefits, With Fund Information,
as of December 31, 1997 3
Statement of Changes in Net Assets Available For Plan Benefits, With Fund Information, for the One
Day Period Ended January 1, 1998 4-5
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES 6-11
SCHEDULES SUPPORTING FINANCIAL STATEMENTS:
Schedule I -- Item 27b - Schedule of Loans or Fixed-Income
Obligations in Default or Uncollectible, for the
One Day Period Ended January 1, 1998 12
Schedule II -- Item 27e - Schedule of Non-Exempt Transactions
for the One Day Period Ended January 1, 1998 13
</TABLE>
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Participants and Administration Committee of the
Santa Fe Pacific Gold Corporation Retirement
and Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits, with fund information, of the SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN (the "Plan") as of January 1, 1998 and December 31,
1997, and the related statement of changes in net assets available for plan
benefits, with fund information, for the one day period ended January 1, 1998.
These financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
January 1, 1998 and December 31, 1997 and the changes in net assets available
for plan benefits, for the one day period ended January 1, 1998, in conformity
with generally accepted accounting principles.
As further discussed in Note 1 to the financial statements, the Plan merged into
the Newmont Gold Company Retirement Savings Plan effective January 1, 1998.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of loans or
fixed-income obligations in default or uncollectible and non-exempt transactions
are presented for the purpose of additional analysis and are not a required part
of the basic financial statements but are supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The fund information
in the statement of net assets available for plan benefits and the statements of
changes in net assets available for benefits is presented for purposes of
additional analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each fund. The
supplemental schedules and fund information have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ Arthur Andersen LLP
Denver, Colorado,
June 26, 1998.
-1-
<PAGE> 5
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
AS OF JANUARY 1, 1998
(in thousands)
<TABLE>
<CAPTION>
Vanguard
Bond Index Vanguard Vanguard Vanguard
Fund- Vanguard Vanguard LifeStrategy LifeStrategy LifeStrategy
Total Bond Index Trust- International Portfolios- Portfolios- Portfolios-
Market 500 Growth Conservative Growth Moderate
Portfolio Portfolio Portfolio Growth Portfolio Growth
---------- ------------ ------------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT FUNDS, at fair value:
Mutual funds $ - $ - $ - $ - $ - $ -
Collective trust - - - - - -
Employer stock funds - - - - - -
Participant loans - - - - - -
------- ------- ------- ------- ------- -------
Total investment funds - - - - - -
------- ------- ------- ------- ------- -------
CONTRIBUTIONS RECEIVABLE:
Employer contributions - - - - - -
Participants' contributions - - - - - -
Interest - - - - - -
------- ------- ------- ------- ------- -------
Total contributions
receivable - - - - - -
------- ------- ------- ------- ------- -------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $ - $ - $ - $ - $ - $ -
======= ======= ======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
Vanguard
Money
Market Vanguard Newmont
Reserves- Vanguard Vanguard/ Retirement Mining
Prime U.S. Growth Wellington Vanguard/ Savings Stock
Portfolio Portfolio Fund Windsor II Trust Fund
--------- ------------ ---------- ---------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT FUNDS, at fair value:
Mutual funds $ - $ - $ - $ - $ - $ -
Collective trust - - - - - -
Employer stock funds - - - - - -
Participant loans - - - - - -
------- ------- ------- ------- ------- -------
Total investment funds - - - - - -
------- ------- ------- ------- ------- -------
CONTRIBUTIONS RECEIVABLE:
Employer contributions - - - - - -
Participants' contributions - - - - - -
Interest - - - - - -
------- ------- ------- ------- ------- -------
Total contributions receivable - - - - - -
------- ------- ------- ------- ------- -------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $ - $ - $ - $ - $ - $ -
======= ======= ======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
Newmont
Gold Stock Participant
Fund Loans Total
----------- ----------- --------
<S> <C> <C> <C>
INVESTMENT FUNDS, at fair value:
Mutual funds $ - $ - $ -
Collective trust - - -
Employer stock funds - - -
Participant loans - - -
------- ------- -------
Total investment funds - - -
------- ------- -------
CONTRIBUTIONS RECEIVABLE:
Employer contributions - - -
Participants' contributions - - -
Interest - - -
------- ------- -------
Total contributions receivable - - -
------- ------- -------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $ - $ - $ -
======= ======= =======
</TABLE>
The accompanying notes to financial statements and supplemental schedules
are an integral part of this statement.
-2-
<PAGE> 6
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
AS OF DECEMBER 31, 1997
(in thousands)
<TABLE>
<CAPTION>
Vanguard
Bond Index Vanguard Vanguard Vanguard
Fund- Vanguard Vanguard LifeStrategy LifeStrategy LifeStrategy
Total Bond Index Trust- International Portfolios- Portfolios- Portfolios-
Market 500 Growth Conservative Growth Moderate
Portfolio Portfolio Portfolio Growth Portfolio Growth
---------- ------------ ------------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT FUNDS, at fair value:
Mutual funds $ 2 $8,010 $2,068 $ - $21 $16
Collective trust - - - - - -
Employer stock funds - - - - - -
Participant loans - - - - - -
--- ------ ------ ----- --- ---
Total investment funds 2 8,010 2,068 - 21 16
--- ------ ------ ----- --- ---
CONTRIBUTIONS RECEIVABLE:
Employer contributions - 51 13 2 2 18
Participants' contributions - 85 8 4 4 27
Loan repayments - 27 4 2 - 10
--- ------ ------ ----- --- ---
Total contributions receivable - 163 25 8 6 55
--- ------ ------ ----- --- ---
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $ 2 $8,173 $2,093 $ 8 $27 $71
=== ====== ====== ===== === ===
</TABLE>
<TABLE>
<CAPTION>
Vanguard
Money
Market Vanguard Newmont
Reserves- Vanguard Vanguard/ Retirement Mining
Prime U.S. Growth Wellington Vanguard/ Savings Stock
Portfolio Portfolio Fund Windsor II Trust Fund
--------- ------------ ---------- ---------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT FUNDS, at fair value:
Mutual funds $4,943 $4,239 $5,173 $6,604 $ - $ -
Collective trust - - - - 14,598 -
Employer stock funds - - - - - 2,750
Participant loans - - - - - -
------ ------ ------ ------ ------- ------
Total investment funds 4,943 4,239 5,173 6,604 14,598 2,750
------ ------ ------ ------ ------- ------
CONTRIBUTIONS RECEIVABLE:
Employer contributions 48 - - - - -
Participants' contributions 69 - - - - -
Loan repayments 28 - - - - -
------ ------ ------ ------ ------- ------
Total contributions receivable 145 - - - - -
------ ------ ------ ------ ------- ------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $5,088 $4,239 $5,173 $6,604 $14,598 $2,750
====== ====== ====== ====== ======= ======
</TABLE>
<TABLE>
<CAPTION>
Newmont
Gold Stock Participant
Fund Loans Total
----------- ----------- --------
<S> <C> <C> <C>
INVESTMENT FUNDS, at fair value:
Mutual funds $ - $ - $31,076
Collective trust - - 14,598
Employer stock funds 1,286 - 4,036
Participant loans - 4,228 4,228
------ ------ -------
Total investment funds 1,286 4,228 53,938
------ ------ -------
CONTRIBUTIONS RECEIVABLE:
Employer contributions 18 - 152
Participants' contributions 12 - 209
Loan repayments 7 (78) -
------ ------ -------
Total contributions receivable 37 (78) 361
------ ------ -------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $1,323 $4,150 $54,299
====== ====== =======
</TABLE>
The accompanying notes to financial statements and supplemental schedules are
an integral part of this statement.
-3-
<PAGE> 7
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
FOR THE ONE DAY PERIOD ENDED JANUARY 1, 1998
(in thousands)
<TABLE>
<CAPTION>
Vanguard
Bond Vanguard
Index Fund- Vanguard Vanguard LifeStrategy
Total Bond Index Trust- International Portfolios-
Market 500 Growth Conservative
Portfolio Portfolio Portfolio Growth
---------- ------------ ------------- ------------
<S> <C> <C> <C> <C>
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Transfer to Newmont Gold Company
Retirement Savings Plan $(2) $(8,173) $(2,093) $(8)
NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of period 2 8,173 2,093 8
--- ------- ------- ---
NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of period $ - $ - $ - $ -
=== ======= ======= ====
</TABLE>
<TABLE>
<CAPTION>
Vanguard
Vanguard Vanguard Money
LifeStrategy LifeStrategy Market
Portfolios- Portfolios- Reserves-
Growth Moderate Prime
Portfolio Growth Portfolio
------------ ------------ ----------
<S> <C> <C> <C>
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Transfer to Newmont Gold Company
Retirement Savings Plan $(27) $(71) $(5,088)
NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of period 27 71 5,088
---- ---- -------
NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of period $ - $ - $ -
==== ==== =======
</TABLE>
The accompanying notes to financial statements and supplemental schedules are
an integral part of this statement.
-4-
<PAGE> 8
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
FOR THE ONE DAY PERIOD ENDED JANUARY 1, 1998
(in thousands)
<TABLE>
<CAPTION>
Vanguard Newmont
Vanguard Vanguard/ Retirement Mining
U.S. Growth Wellington Vanguard/ Savings Stock
Portfolio Fund Windsor II Trust Fund
----------- ---------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C>
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Transfer to Newmont Gold Company
Retirement Savings Plan $(4,239) $(5,173) $(6,604) $(14,598) $(2,750)
NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of period 4,239 5,173 6,604 14,598 2,750
-------- ------- -------- -------- -------
NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of period $ - $ - $ - $ - $ -
======== ======= ======== ======== =======
</TABLE>
<TABLE>
<CAPTION>
Newmont
Gold Stock Participant
Fund Loans Total
---------- ----------- --------
<S> <C> <C> <C>
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Transfer to Newmont Gold Company
Retirement Savings Plan $(1,323) $(4,150) $(54,299)
NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of period 1,323 4,150 54,299
------- ------- --------
NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of period $ - $ - $ -
======= ======= ========
</TABLE>
The accompanying notes to financial statements and supplemental schedules are
an integral part of this statement.
-5-
<PAGE> 9
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
JANUARY 1, 1998 AND DECEMBER 31, 1997
(1) DESCRIPTION OF THE PLAN
The following brief description of the Santa Fe Pacific Gold Corporation
Retirement and Savings Plan (the "Plan") provides only general information.
Participants should refer to the Plan document for a more complete description
of the Plan's provisions.
Merger of the Plan
Effective January 1, 1998, the Plan was merged into the Newmont Gold Company
Retirement Savings Plan (formerly the Newmont Gold Company Salaried Retirement
Savings Plan) (the "Newmont Plan") and the trusts formed under and in accordance
with the provisions of the Plan and the Newmont Plan were merged and
consolidated into one trust. Participants of the Plan became participants of the
Newmont Plan as of that date and subject to its terms.
General
The Plan was a defined contribution plan established on January 1, 1990, for the
benefit of Santa Fe Pacific Gold Corporation's ("SFPGC") full-time hourly
employees. The SFPGC's salaried employees participated in a defined contribution
plan sponsored by Santa Fe Pacific Corporation ("SFP"), SFPGC's former parent.
The Plan was amended and restated effective July 1, 1994, to allow substantially
all salaried and hourly employees to participate upon completion of thirty days
of service (the "Participants"). Approximately $12.8 million of assets relating
to the SFPGC's salaried employees were transferred into the Plan from the SFP
plan as of that date.
On May 5, 1997, SFPGC merged with Newmont Mining Corporation ("NMC"). In
connection with the merger, each share of SFPGC's common stock, including shares
held by the Plan was converted into 0.43 shares of NMC common stock.
The Plan was sponsored by SFPGC until the merger with NMC. In connection with
the merger, Newmont Gold Company (the "Company"), an affiliate of NMC, assumed
sponsorship of the Plan on May 5, 1997. The Plan was administered by the
administration committee, the members of which were selected by the Company's
Board of Directors.
-6-
<PAGE> 10
Eligibility and Contributions
Employees were eligible to participate in the Plan upon completion of thirty
days of compensated service. Participants could contribute annually up to 12% of
their eligible compensation on a pre-tax basis, after-tax basis or combination
thereof. All such contributions were made by means of regular payroll
deductions. Pre-tax participant contributions were limited by the Internal
Revenue Code ("IRC") to $9,500 during 1997. The Company matched 100% of the
first 4% of each participant's pre-tax contributions up to a maximum
contribution of $6,000 per year. The Company also provided an Employer
Retirement contribution equal to 2% of pre-tax compensation for eligible hourly
employees. Total annual additions under the Plan and all other plans sponsored
by the Company were limited to the lesser of 25% of eligible compensation or
$30,000. Annual additions were defined as the participants' contributions and
the Company's matching contributions and Employer Retirement contributions.
Vesting
Participants were immediately vested in their contributions plus actual earnings
thereon. Vesting in the Company's matching and Employer Retirement contributions
plus actual earnings thereon was based on years of service as follows:
<TABLE>
<CAPTION>
Years of Service Vested Percentage
---------------------- --------------------------
<S> <C>
Less than 1 0%
Between 1 and 2 20%
Between 2 and 3 40%
Between 3 and 4 60%
Between 4 and 5 80%
5 or more 100%
</TABLE>
At January 1, 1998 and December 31, 1997, forfeited nonvested accounts
approximated $190,000. These accounts will be used to reduce future Company
contributions in the Newmont Plan.
The Plan provided that the Trustee may accept from a participant a contribution
representing distributions from another plan which meets the requirements of
Section 401(a) of the IRC. Such "rollover contributions" were fully vested and
were not subject to, or affected in any way, the maximum annual contribution
limitation.
Participant Accounts
Each participant's account was credited with the participant's pre-tax and
after-tax contributions, Company's matching contributions, Employer Retirement
contributions, if applicable, and an allocation of Plan earnings.
-7-
<PAGE> 11
Payment of Benefits
Upon termination of service, a Participant could elect to receive either a lump
sum amount equal to the value of the vested interest in his or her account or on
an installment basis as described in the Plan.
Investment Options
Upon enrollment in the Plan, Participants could direct their contributions,
along with Company contributions in 10% increments, in any of the following
investment options:
o Vanguard Bond Index Fund - Total Bond Market Portfolio: Seeks to
provide a high level of interest income by attempting to match the
performance of the unmanaged Lehman Brothers Aggregate Bond Index, a
widely recognized measure of the entire taxable U.S. bond market.
o Vanguard Index Trust - 500 Portfolio: Seeks to provide long-term
growth of capital and income from dividends by holding all of the 500
stocks that make up the unmanaged Standard & Poor's 500 Composite Stock
Price Index, a widely recognized benchmark of U.S. stock market
performance.
o Vanguard International Growth Portfolio: Seeks to provide long-term
growth of capital by investing in stocks of high-quality, seasoned
companies based outside the United States. Stocks are selected from
more than 15 countries.
o Vanguard LifeStrategy Portfolios Conservative Growth: Seeks to provide
a high level of income and moderate long-term growth of capital and
income by investing in five Vanguard funds: a domestic stock fund, an
international stock fund, two bond funds, and an asset allocation fund.
The Portfolio's asset allocation ranges are expected to be 25%-50%
stocks, 30%-55% bonds, and 20%-45% short-term reserves.
o Vanguard LifeStrategy Portfolios - Growth Portfolio: Seeks to provide
long-term growth of capital by investing in four Vanguard funds: a
domestic stock fund, an international stock fund, a bond fund, and an
asset allocation fund. The Portfolio's asset allocation ranges are
expected to be 60%-90% stocks, 10%-35% bonds, and 0%-25% cash reserves.
o Vanguard LifeStrategy Portfolios - Moderate Growth: Seeks to provide a
reasonable level of income and long-term growth of capital and income
by investing in four Vanguard funds: a domestic stock fund, an
international stock fund, a bond fund, and an asset allocation fund.
The Portfolio's asset allocation ranges are expected to be 45%-70%
stocks, 30%-55% bonds, and 0%-25% cash reserves.
o Vanguard Money Market Reserves - Prime Portfolio: Seeks to provide
high income and a stable share price of $1 investing in short-term,
high-quality money market instruments issued by financial institutions,
non-financial corporations, the U.S. Government, and federal agencies.
o Vanguard U.S. Growth Portfolio: Seeks to provide long-term growth of
capital by investing in large, high-quality, seasoned U.S. companies
with records of exceptional growth and above-average prospects for
future growth.
-8-
<PAGE> 12
o Vanguard/Wellington Fund: Seeks to provide income and long-term growth
of capital, without undue risk to capital, by investing about 65% of
its assets in stocks and the remaining 35% in bonds.
o Vanguard/Windsor II: Seeks to provide long-term growth of capital and
income from dividends by investing in a diversified group of
out-of-favor stocks of large-capitalization companies. The stocks
generally sell at a price below the overall market average compared to
their dividend income and future return potential.
o Vanguard Retirement Savings Trust (formerly Vanguard Investment
Contract Trust): Seeks to provide a high level of income and a stable
share value of $1. (This investment is neither insured nor guaranteed
by the U.S. Government, and there is no assurance that it will maintain
a stable share value of $1). The Trust invests in investment contracts
issued and backed by financial institutions. It also invests in
"alternative" investment contracts backed by high-quality bonds and
bond mutual funds owned by the Trust.
o Newmont Mining Stock Fund (formerly SFPGC Common Stock Fund): Seeks to
provide the potential for long-term growth through increases in the
value of the stock and reinvestment of its dividends. This fund
invested in SFPGC common stock until May 5, 1997. At such time each
share held by the Plan was converted into 0.43 shares of the NMC common
stock. Subsequent to the conversion, this fund was closed to additional
investments.
o Newmont Gold Stock Fund: Seeks to provide the potential for
long-term growth through increases in the value of the stock and
reinvestment of its dividends.
The fair market value of individual investments that represent 5% or more of the
Plan's total investments as of January 1, 1998 and December 31, 1997 are as
follows:
<TABLE>
<CAPTION>
1998 1997
----------- -----------
(in thousands)
<S> <C> <C>
Vanguard Index Trust-500 Portfolio $ - $8,010
Vanguard Money Market Reserves-
Prime Portfolio - 4,943
Vanguard U.S. Growth Portfolio - 4,239
Vanguard/Wellington Fund - 5,173
Vanguard/Windsor II - 6,604
Vanguard Retirement Savings Trust - 14,598
Newmont Mining Stock Fund - 2,750
Participant Loans - 4,228
</TABLE>
-9-
<PAGE> 13
Participant Loans
The Plan allowed participants to borrow up to 50% of their vested account
balance up to a maximum of $50,000. Interest was based on the higher of the
blended fixed interest rate for the Vanguard Investment Contract Trust or the
prime rate plus 1% on the first day of the quarter in which the loan was made.
Loans were repaid by payroll deduction and interest was credited to the
Participant's accounts. The loans were secured by the Participant's entire
interest in the Plan.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements are prepared on the accrual basis of
accounting. The preparation of the financial statements in conformity with
generally accepted accounting principles required the Plan's management to use
estimates and assumptions that affect the accompanying financial statements and
disclosures. Actual results could differ from these estimates.
Investment Valuation and Income Recognition
The Plan's investments were stated at fair value. Shares of registered
investment companies were valued at quoted market prices which represent the net
asset value of shares held by the Plan at yearend. Units of the Retirement
Savings Trust were valued at net asset value at yearend. The Company stock fund
was valued at its yearend unit closing price (comprised of yearend market price
plus uninvested cash position). Participant loans were valued at cost which
approximates fair value.
The Plan invested in a collective trust (the Vanguard Retirement Savings Trust)
which invested in guaranteed investment contracts and other alternative
investment contracts. The investment contracts were carried in the collective
trust's audited financial statements at fair value. Fair value approximated
contract value, which represented contributions made plus interest accrued at
the contract rate, less withdrawals.
Purchases and sales of investments were recorded on a trade-date basis. Interest
income was accrued when earned. Dividend income was recorded on the ex-dividend
date. Capital gain distributions were included in dividend income.
Net realized and unrealized appreciation (depreciation) was recorded in the
accompanying statement of changes in net assets available for plan benefits as
net appreciation (depreciation) in fair value of investments.
Payment of Benefits
Benefits were recorded when paid.
Administrative Expenses
All administrative expenses of the Plan were paid by the Company.
-10-
<PAGE> 14
(3) PLAN AMENDMENT AND TERMINATION
The Plan could be amended at any time; however, no such amendment could
adversely affect the rights of Participants in the Plan with respect to
contributions made prior to the date of the amendment. Company matching
contributions could be discontinued and participation by the Company in the Plan
could be terminated at any time. In the event the Plan was terminated, each
Participant was to receive the full amount of Plan assets in their account. The
Plan was subject to the provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA") applicable to defined contribution plans.
(4) TAX STATUS
The Trust established under the Plan was qualified under the Code as exempt from
Federal income taxes and a favorable determination letter was received from the
IRS dated January 30, 1996. The Plan was amended since receiving this
determination, however, the Plan administrator and the Plan's legal counsel
believe that the Plan was designed and being operated in compliance with the
applicable requirements of the IRC. Therefore, they believe that the Plan was
qualified and the related Trust was tax exempt as of the financial statement
dates.
(5) RELATED PARTY TRANSACTIONS
Certain plan investments represented units of collective investment funds and
shares of mutual funds managed by an affiliate of Vanguard Fiduciary Trust
Company, the Plan's Trustee. Also, certain plan investments were shares of NMC
common stock and Newmont Gold Company common stock, the sponsor of the Plan.
Accordingly, the purchase and sale of such shares represented party-in-interest
transactions. Such transactions were exempt under ERISA.
(6) NONEXEMPT PROHIBITED TRANSACTIONS
The Company failed to remit employee deferral contributions and loan repayments
withheld from Participants' wages to the Plan within the period of time required
under ERISA (see Schedule II).
-11-
<PAGE> 15
SCHEDULE I
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
ITEM 27b - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
IN DEFAULT OR UNCOLLECTIBLE
FOR THE ONE DAY PERIOD ENDED JANUARY 1, 1998
<TABLE>
<CAPTION>
Amount Received During
Original Reporting Period Unpaid
Amount ---------------------- Balance at End
Identify and Address of Obligor of Loan Principal Interest of Period
- ------------------------------- ------- --------- -------- ---------
<S> <C> <C> <C> <C>
Alger, Russell J., Arizona $ 1,320 $ - $ - $ 8
Benavides, Abundio C., California 2,000 - - 1,863
Blake, Gary A., Arizona 2,480 - - 2,480
Brett, Shelly, Nevada 1,000 - - 920
Camacho, Alberto G., California 9,000 - - 8,076
Christopherson, Alan L., Nevada 19,700 - - 19,646
Fernandez, Uriel, Nevada 5,000 - - 4,527
Haaglund, David A., Nevada 8,700 - - 7,301
Heater, Brian M., Nevada 6,030 - - 4,091
Jimenez, Pedro J., Nevada 7,935 - - 7,935
Lott, Cherise D., Nevada 3,117 - - 2,244
Marquez, Raul Garcia, California 5,072 - - 710
Miller, Samuel A., Nevada 1,051 - - 164
Molina, Frederick A., Nevada 3,100 - - 3,053
Moon, Robin L., New Mexico 4,535 - - 4,044
Morris, Stanley, Utah 4,000 - - 1,686
Petersen, Paul, Nevada 1,035 - - 403
Ramirez, Jose L., California 1,800 - - 98
Rogers, Lawrence J., Nevada 1,034 - - 650
Romero, Eloy, Arizona 3,000 - - 46
Scott, Tony Dale, Nevada 1,530 - - 495
</TABLE>
<TABLE>
<CAPTION>
Detailed description of loan including dates
of making and maturity, interest rate, the type
and value of collateral, any renegotiation of Amount Overdue
the loan and the terms of the renegotiation --------------------
Identify and Address of Obligor and other material items Principal Interest
- ------------------------------- --------------------------------------------------- --------- --------
<S> <C> <C> <C>
Alger, Russell J., Arizona March 27, 1996; due March, 12, 1998 at 9.5% $ 8 $ -
Benavides, Abundio C., California June 2, 1997; due June 1, 1999 at 9.5% 233 21
Blake, Gary A., Arizona February 24, 1997; due February 25, 2002 at 9.25% 303 163
Brett, Shelly, Nevada December 26, 1996; due December 24, 1997 at 9.25% 833 42
Camacho, Alberto G., California January 25, 1996; due January 23, 2006 at 9.5% 159 191
Christopherson, Alan L., Nevada February 11, 1997; due February 12, 2002 at 9.25% 2,409 1,293
Fernandez, Uriel, Nevada December 19, 1996; due December 17, 2001 at 9.25% 281 136
Haaglund, David A., Nevada May 16, 1996; due May 14, 2000 at 9.25% 1,670 506
Heater, Brian M., Nevada July 24, 1995; due July 22, 2000 at 10.0% 505 196
Jimenez, Pedro J., Nevada May 27, 1997; due May 26, 2002 at 9.5% 527 306
Lott, Cherise D., Nevada October 23, 1995; due October 21, 2000 at 10.0% 242 90
Marquez, Raul Garcia, California August 7, 1996; due August 8, 2000 at 9.25% 377 130
Miller, Samuel A., Nevada October 26, 1995; due May 25, 1998 at 9.75% 164 4
Molina, Frederick A., Nevada June 16, 1997; due June 15, 1999 at 9.5% 598 116
Moon, Robin L., New Mexico December 4, 1996; due November 4, 2001 at 9.25% 323 151
Morris, Stanley, Utah May 13, 1996; due May 11, 1998 at 9.25% 689 44
Petersen, Paul, Nevada October 21, 1996; due May 25, 1998 at 9.25% 403 10
Ramirez, Jose L., California June 26, 1994; due April 27, 1998 at 7.25% 98 1
Rogers, Lawrence J., Nevada October 25, 1996; due October 23, 1998 at 9.25% 128 14
Romero, Eloy, Arizona April 4, 1994; due March 12, 1998 at 7.0% 46 1
Scott, Tony Dale, Nevada January 25, 1995; due December 25, 1997 at 8.75% 415 22
</TABLE>
Note: All outstanding loan balances were transferred into the Newmont Plan in
connection with the merger on January 1, 1998.
The accompanying notes are an integral part of this schedule.
-12-
<PAGE> 16
SCHEDULE II
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
ITEM 27e - SCHEDULE OF NONEXEMPT TRANSACTIONS
FOR THE ONE DAY PERIOD ENDED JANUARY 1, 1998
<TABLE>
<CAPTION>
Relationship to Plan, Employer, Transaction
Identity of Party Involved or Other Party-in-Interest Description of Transactions Amount
- -------------------------- -------------------------- ---------------------------------- ------------
<S> <C> <C> <C>
Newmont Gold Company Employer/Sponsor Contributions not timely remitted $ 4,240
to the Plan as follows - employee
and employer contributions and
employee loan repayments for the
September 17, 1997 pay period were
remitted to the Newmont Plan
March 31, 1998.
Newmont Gold Company Employer/Sponsor Contributions not timely remitted $294,172
to the Plan as follows - employee
contributions and employee loan
repayments for the December 31, 1997
pay period were remitted to the
Newmont Plan February 18, 1998.
Note: These late contributions are reflected in the accompanying financial statements as contribution and loan repayment
receivables at December 31, 1997 and are included in amounts transferred on January 1, 1998.
</TABLE>
The accompanying notes to financial statements
are an integral part of this schedule.
-13-
<PAGE> 17
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
By: /s/ Dawn M. Putaturo
---------------------------------
Dawn M. Putaturo
Administration Committee Member
Dated: August 6, 1998 By: /s/ Timothy J. Schmitt
---------------------------------
Timothy J. Schmitt
Vice President, Secretary
and Assistant General Counsel
-14-
<PAGE> 18
Exhibit Index
Exhibit No. Exhibit
- ----------- -------
23 Consent of Arthur Andersen LLP
-15-
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated June 26, 1998 on the Santa Fe Pacific Gold Corporation Retirement and
Savings Plan, included in this Form 11-K for the one day period ended January 1,
1998.
/s/ Arthur Andersen LLP
Denver, Colorado,
August 6, 1998.
