<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1998
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------
NEWMONT MINING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
---------------
DELAWARE 1041 13-1806811
(PRIMARY STANDARD (I.R.S. EMPLOYER
(STATE OR OTHER INDUSTRIAL IDENTIFICATION NO.)
JURISDICTION OF CLASSIFICATION CODE
INCORPORATION OR NUMBER)
ORGANIZATION)
1700 LINCOLN STREET
DENVER, COLORADO 80203
(303) 863-7414
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
TIMOTHY J. SCHMITT, ESQ.
NEWMONT MINING CORPORATION
1700 LINCOLN STREET
DENVER, COLORADO 80203
(303) 863-7414
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
---------------
COPIES TO:
MAUREEN BRUNDAGE, ESQ. DAVID A. KATZ, ESQ.
WHITE & CASE LLP WACHTELL, LIPTON ROSEN & KATZ
1155 AVENUE OF THE AMERICAS 51 WEST 52ND STREET
NEW YORK, NEW YORK 10036 NEW YORK, NEW YORK 10019
(212) 819-8200 (212) 403-1000
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
---------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1) PER UNIT (2) PRICE (2) REGISTRATION FEE
- -------------------------------------------------------------------------------
Common Stock, $1.60 par val- 10,694,245
ue (3).......................... shares $21.5625 $230,594,658 $68,026
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) This Registration Statement relates to common stock, par value $1.60 per
share ("Newmont Mining Common Stock"), of Newmont Mining Corporation
("Newmont Mining"), issuable to holders of common stock, par value $0.01
per share ("Newmont Gold Common Stock") (other than the stockholders
specified in the Prospectus contained in this Registration Statement) of
Newmont Gold Company ("Newmont Gold") in the proposed merger (the
"Merger") of NGC Acquisition Co., a wholly-owned subsidiary of Newmont
Mining, with and into Newmont Gold. The amount of Newmont Mining Common
Stock to be registered has been determined by multiplying the exchange
ratio of 1.025 shares of Newmont Mining Common Stock for each share of
Newmont Gold Common Stock by 10,433,410, the maximum aggregate number of
shares of Newmont Gold Common Stock convertible in the Merger (the
"Maximum Amount of Newmont Gold Common Stock").
(2) Pursuant to Rule 457(f)(1) and 457(c) promulgated under the Securities Act
of 1933, as amended, and estimated solely for purposes of calculating the
registration fee, the proposed maximum aggregate offering price is
$230,594,658, which equals the average of the high and low prices of the
Newmont Gold Common Stock of $21.5625 as reported on the New York Stock
Exchange Composite Tape on September 23, 1998, multiplied by the Maximum
Amount of Newmont Gold Common Stock.
(3) Includes Newmont Mining preferred share purchase rights which, prior to
the occurrence of certain events, will not be exercisable or evidenced
separately from the Newmont Mining Common Stock.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED SEPTEMBER 30, 1998
PROSPECTUS
NEWMONT MINING CORPORATION
-----------
COMMON STOCK
This Prospectus is being furnished to the stockholders of Newmont Gold
Company ("Newmont Gold") with respect to the shares of common stock of Newmont
Mining Corporation ("Newmont Mining") that such stockholders will be receiving
as a result of the merger (the "Merger") of NGC Acquisition Co. ("Acquisition
Co."), a wholly-owned subsidiary of Newmont Mining, with and into Newmont Gold
pursuant to Section 253 of the Delaware General Corporation Law (the "DGCL").
At the effective time of the Merger (the "Effective Time"), each outstanding
share of Newmont Gold common stock ("Newmont Gold Common Stock") (other than
shares of Newmont Gold Common Stock held in Newmont Gold's treasury or by any
subsidiary of Newmont Mining, which will be cancelled, and other than shares of
Newmont Gold Common Stock, if any, held by stockholders who perfect their
appraisal rights under the provisions of the DGCL (collectively, the "Non-
Participating Shares")), will be converted into the right to receive 1.025
shares (the "Exchange Ratio") of Newmont Mining common stock ("Newmont Mining
Common Stock"). Shares of Newmont Mining Common Stock to be issued pursuant to
the Merger will include the related preferred share purchase rights (the
"Newmont Mining Share Purchase Rights") provided for in the Rights Agreement,
dated as of August 30, 1990, as amended, between Newmont Mining and The Chase
Manhattan Bank, as successor Rights Agent (the "Newmont Mining Rights
Agreement").
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
AND ITS AFFILIATES. THE BOARD OF DIRECTORS OF NEWMONT MINING HAS APPROVED THE
MERGER. IT IS EXPECTED THAT THE MERGER WILL BE COMPLETED AS PROMPTLY AS
PRACTICABLE AFTER THE REGISTRATION STATEMENT OF WHICH THIS PROSPECTUS FORMS A
PART IS DECLARED EFFECTIVE BY THE SECURITIES AND EXCHANGE COMMISSION (THE
"COMMISSION").
Newmont Mining currently owns 156,522,906 shares of Newmont Gold Common
Stock, or approximately 93.75% of the outstanding Newmont Gold Common Stock.
Immediately prior to the Merger, Newmont Mining will contribute to Acquisition
Co. all of the shares of Newmont Gold Common Stock owned by Newmont Mining. As
a result, pursuant to Section 253 of the DGCL, Acquisition Co. will be able to
cause the merger of itself with and into Newmont Gold to be effected without
the approval of any of the stockholders of Newmont Gold or Newmont Mining.
Therefore, no approval of the Merger by the stockholders of Newmont Gold or
Newmont Mining is required or has been or is being sought.
As a result of the Merger, holders of Newmont Gold Common Stock will have
appraisal rights under Section 262 of the DGCL. See "The Merger--Appraisal
Rights" and Appendix B which sets forth the full text of Section 262 of the
DGCL.
On September 28, 1998, there were 10,433,410 shares of Newmont Gold Common
Stock outstanding (excluding shares held by Newmont Mining). Based upon such
total number of outstanding shares of Newmont Gold Common Stock, a total of
10,694,245 shares of Newmont Mining Common Stock will be issued to the Newmont
Gold stockholders (other than Newmont Mining) in the Merger (assuming no
exercise of appraisal rights). After consummation of the Merger (and assuming
no exercise of appraisal rights), former holders of Newmont Gold Common Stock
(other than Newmont Mining) will own approximately 6.4% of the outstanding
shares of Newmont Mining Common Stock.
The Newmont Mining Common Stock and the Newmont Gold Common Stock are listed
on the New York Stock Exchange (the "NYSE") under the trading symbols "NEM" and
"NGC," respectively. Immediately following the consummation of the Merger, the
Newmont Gold Common Stock will be delisted from the NYSE and the Paris Bourse.
On September 28, 1998, the last reported sale prices of the Newmont Mining
Common Stock and the Newmont Gold Common Stock as reported on the NYSE
Composite Tape were $24.75 and $26.75, respectively. Based on the closing price
of the Newmont Mining Common Stock on September 28, 1998, as reported on the
NYSE Composite Tape, the trading value of 1.025 shares of Newmont Mining Common
Stock was $25.37. Holders of Newmont Gold Common Stock should obtain the
current prices per share of Newmont Mining Common Stock and the Newmont Gold
Common Stock.
-----------
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN FACTORS
RELATED TO THE MERGER.
-----------
THIS PROSPECTUS IS ACCOMPANIED BY A NOTICE OF MERGER AND LETTER OF
TRANSMITTAL. PLEASE READ THE PROSPECTUS, NOTICE OF MERGER
AND LETTER OF TRANSMITTAL CAREFULLY.
-----------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1998
<PAGE>
AVAILABLE INFORMATION
Both Newmont Mining and Newmont Gold are subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, file reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the following regional offices of the
Commission: 7 World Trade Center, Suite 1300, New York, New York 10048; and
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained at prescribed rates by writing to the Commission,
Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the Commission at 1-800-SEC-0330. Both Newmont Mining and Newmont Gold
are electronic filers with the Commission, which maintains a web site
containing reports, proxy statements and other information at the following
location: http://www.sec.gov. The shares of Newmont Mining Common Stock are
listed on the NYSE under the symbol "NEM" and on the Paris Bourse, the
Brussels Stock Exchange, the Swiss Stock Exchanges and the Lima Stock
Exchange. The shares of Newmont Gold Common Stock are listed on the NYSE under
the symbol "NGC" and on the Paris Bourse. The periodic reports, proxy
statements and other information filed by each of Newmont Mining and Newmont
Gold with the Commission may be inspected at the offices of the NYSE, 20 Broad
Street, New York, New York 10005.
This Prospectus constitutes part of a registration statement on Form S-4
(the "Registration Statement") filed by Newmont Mining with the Commission
under the Securities Act of 1933, as amended (the "Act"). This Prospectus
omits certain of the information contained in the Registration Statement, and
reference is hereby made to the Registration Statement and to the exhibits
thereto for further information with respect to Newmont Mining and the Newmont
Mining Common Stock offered hereby. Any statements contained herein concerning
the provisions of any document are not necessarily complete, and, in each
instance, reference is made to the copy of such document filed with the
Commission. Each such statement is qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Newmont Mining are
incorporated herein by reference: (a) Newmont Mining's Annual Report on Form
10-K for the fiscal year ended December 31, 1997 (the "1997 Newmont Mining 10-
K") (including the portions of Newmont Mining's definitive Proxy Statement
dated March 30, 1998 relating to its 1998 Annual Meeting of Stockholders
incorporated therein by reference) and (b) Newmont Mining's Quarterly Reports
on Form 10-Q for the quarters ended March 31 and June 30, 1998.
The following documents filed with the Commission by Newmont Gold are
incorporated herein by reference: (a) Newmont Gold's Annual Report on Form 10-
K for the fiscal year ended December 31, 1997 (the "1997 Newmont Gold 10-K")
(including the portions of Newmont Gold's definitive Proxy Statement dated
March 30, 1998 relating to its 1998 Annual Meeting of Stockholders
incorporated therein by reference) and (b) Newmont Gold's Quarterly Reports on
Form 10-Q for the quarters ended March 31 and June 30, 1998.
All documents filed by Newmont Mining or Newmont Gold pursuant to Section
13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Prospectus
and prior to the consummation of the transactions contemplated by this
Prospectus shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of filing of such documents. Any
statement contained herein or in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
2
<PAGE>
NEWMONT MINING WILL PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING
BENEFICIAL OWNERS, TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON
THE REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS REFERRED
TO ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED IN THIS PROSPECTUS BY
REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS). REQUEST FOR SUCH
COPIES SHOULD BE DIRECTED TO THE OFFICE OF THE SECRETARY, NEWMONT MINING
CORPORATION, 1700 LINCOLN STREET, DENVER, COLORADO 80203, TELEPHONE: (303)
863-7414.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this Prospectus under "The Merger--Reasons
for the Merger" and "Opinion of the Special Committee's Financial Advisor," in
addition to certain statements contained elsewhere in this Prospectus or
incorporated herein by reference, that are not statements of historical facts
are "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 and are thus prospective. Such forward-looking
statements include, without limitation, statements regarding anticipated cost
savings resulting from the Merger, Newmont Mining's future financial position,
business strategy, budgets, reserve estimates, expected future production,
exploration and capital costs and expenses, expected sources, timing and
adequacy of funding of projects and other cash requirements, estimates of
future liability for certain environmental matters and plans and objectives of
management for future operations. Such forward-looking statements are subject
to risks, uncertainties and other factors which could cause actual results to
differ materially from future results expressed or implied by such forward-
looking statements. Important factors that could cause actual results to
differ materially from the results expressed or implied by any forward-looking
statements ("Cautionary Statements") are disclosed under "Risk Factors" and in
other filings made by each of Newmont Mining and Newmont Gold with the
Commission which have been incorporated herein by reference. All subsequent
written and oral forward-looking statements relating to the matters described
in this Prospectus and attributable to Newmont Mining or to persons acting on
its behalf are expressly qualified in their entirety by the Cautionary
Statements.
3
<PAGE>
RISK FACTORS
The risk factors discussed below should be considered in conjunction with
the other information contained in this Prospectus and the documents
incorporated by reference herein. The risks associated with ownership of
Newmont Mining Common Stock are identical to those associated with the
ownership of Newmont Gold Common Stock.
GOLD PRICE VOLATILITY
Immediately prior to the Merger, Newmont Mining's only asset will be all of
the outstanding capital stock of Acquisition Co., which will own approximately
93.75% of the outstanding Newmont Gold Common Stock. Newmont Gold is a
worldwide company engaged in gold production, exploration for gold and
acquisition of gold properties. Upon consummation of the Merger, Newmont Gold
will become a wholly-owned subsidiary of Newmont Mining.
The cash flow and profitability of Newmont Gold's operations are
significantly affected by changes in the market price of gold. Market gold
prices can fluctuate widely and are affected by numerous factors beyond
Newmont Gold's control, including industrial and jewelry demand, expectations
with respect to the rate of inflation, the strength of the U.S. dollar (the
currency in which the price of gold is generally quoted) and of other
currencies, interest rates, gold sales by central banks, forward sales by
producers, global or regional political or economic events, and production in
major gold-producing regions such as South Africa. In addition, the price of
gold can be subject to rapid short-term changes because of speculative
activities. The current demand for and supply of gold affect gold prices, but
not necessarily in the same manner as current supply and demand affect the
prices of other commodities. The supply of gold consists of a combination of
new production from mining and existing stocks of bullion and fabricated gold
held by governments, public and private financial institutions, industrial
organizations and private individuals. As the amounts produced in any single
year constitute a very small portion of the total potential supply of gold,
normal variations in current production do not necessarily have a significant
impact on the supply of gold or on its price. During 1997 and 1998, the market
gold price declined to its lowest level in 19 years. Several central banks
sold a portion of their gold reserves and others have discussed proposals to
sell. Producer hedging and short-selling by speculators, both of which are
sustained by central bank lending, were at record levels in 1997. Continued
uncertainty about the level of central bank gold reserves and gold lending and
the belief that major world economies can sustain a low-inflationary
environment could continue to adversely impact the market price of gold. A
sustained period of low gold prices could have a material adverse effect on
Newmont Gold's financial position and results of operations. Additionally, if
revenue from gold sales falls for a substantial period below the cost of
production at any or all of Newmont Gold's operations, Newmont Gold could
determine that it is not economically feasible to continue commercial
production at any or all of its operations or to continue the development of
some or all of its projects. Newmont Gold's weighted average total cash cost
of equity production per ounce for its worldwide operations was $183 for the
six months ended June 30, 1998, $187, $218, and $204, in the years 1997, 1996
and 1995, respectively.
4
<PAGE>
The gold market generally is characterized by volatile prices. The
volatility of gold prices is illustrated in the following table of annual
high, low and average afternoon fixing prices for gold per ounce on the London
Bullion Market:
<TABLE>
<CAPTION>
YEAR HIGH LOW AVERAGE
---- ---- ---- -------
<S> <C> <C> <C>
1988.................................................... $484 $395 $437
1989.................................................... $416 $356 $381
1990.................................................... $424 $346 $383
1991.................................................... $403 $344 $362
1992.................................................... $360 $330 $344
1993.................................................... $406 $326 $360
1994.................................................... $396 $370 $384
1995.................................................... $396 $372 $384
1996.................................................... $415 $367 $388
1997.................................................... $367 $283 $331
1998 (through September 28, 1998)....................... $313 $273 $288
</TABLE>
--------
Source of Data: Metals Week and Reuters.
On September 28, 1998, the afternoon fixing price for gold on the London
Bullion Market was $292 and the spot market price of gold per ounce on the New
York Commodity Exchange was $295.
IMPACT OF HEDGING ACTIVITIES
Hedging activities are intended to minimize the effect of declines in gold
prices on cash flow and results of operations for a period of time. Although
hedging activities may protect a company against low gold prices, it may also
limit the price that can be received on hedged ounces, subject to forward
sales and call options, resulting in such company foregoing the realization of
revenues to the extent the market price of gold exceeds the gold price in a
forward sale or call option contract. On the other hand, to the extent
production is not hedged, revenues are not protected against declines
resulting from declines in the price of gold. Currently, a substantial portion
of Newmont Gold's production is not hedged. See "--Gold Price Volatility."
PRODUCTION ESTIMATES
Estimates of future production for particular properties and for Newmont
Gold as a whole are derived from annual mining plans prepared by Newmont Gold.
Such plans have been developed based on, among other things, mining
experience, reserve estimates, assumptions regarding ground conditions and
physical characteristics of ores (such as hardness and presence or absence of
certain metallurgical characteristics) and estimated rates and cost of
production. Actual production may vary from estimates for a variety of
reasons, including risks and hazards of the types discussed, actual ore mined
varying from estimates of grade and metallurgical and other characteristics,
mining dilution, pitwall failures or cave-ins, strikes and other actions by
labor at unionized locations, restrictions imposed by government agencies and
other factors. Estimates of production from properties not yet in production
or from operations that are to be expanded are based on similar factors
(including, in some instances, feasibility reports prepared by company
personnel and/or outside consultants) but, as such estimates do not have the
benefit of actual experience, there is a greater likelihood that actual
results will vary from the estimates.
ORE RESERVE ESTIMATES
The proven and probable reserve figures presented in the 1997 Newmont Mining
10-K and the 1997 Newmont Gold 10-K, each of which is incorporated in this
Prospectus by reference, are estimates and no assurance can be given that the
indicated levels of recovery of gold and copper will be realized. Reserve
5
<PAGE>
estimates may require revision based on actual production experience. Market
price fluctuations of gold and copper, as well as increased production costs
or reduced recovery rates, may render proven and probable reserves containing
relatively lower grades of mineralization uneconomic to exploit and may
ultimately result in a restatement of the relevant company's proven and
probable ore reserves.
The gold price used in estimating Newmont Gold's proven and probable
reserves as of December 31, 1997 was $350 per ounce. Newmont Gold believes
that if such reserve estimates were based on a gold price as low as $300 per
ounce using then current operating costs and other economic assumptions, 1997
year-end proven and probable gold reserves could decrease by approximately
32%. The reduction in reserves would not have a material impact on potential
production rates for the first four years. After that time, assuming no change
in mining plans or Newmont Gold's cost structure, the impact would be
progressively greater. However, if Newmont Gold's gold reserves were actually
calculated at a gold price of $300 per ounce, such calculation would be based
on new mine plans and operating costs intended to minimize any adverse impact
of any reduction in gold reserves.
REGULATION, ENVIRONMENTAL RISKS AND UNPATENTED MINING CLAIMS
Domestic and foreign mining operations and exploration activities are
subject to extensive laws and regulations governing prospecting, development,
production, exports, taxes, labor standards, occupational health, waste
disposal, protection and remediation of the environment, protection of
endangered and protected species, mine safety, toxic substances and other
matters. Mining is subject to potential risks and liabilities associated with
pollution of the environment and the disposal of waste products occurring as a
result of mineral exploration and production. Newmont Gold has been, and may
in the future be, subject to clean-up liability under the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 and comparable
state laws which establish clean-up liability for the release of hazardous
substances. Newmont Gold has interests in certain sites associated with former
mining activities for which clean-up liabilities exist. For two of these
sites, no formal plans for clean-up have been approved by governmental
authorities. Although Newmont Gold believes it has made adequate provisions in
its financial statements for cleanup costs, it cannot guarantee that such
provisions will be adequate. The estimate of such costs is periodically
reviewed by Newmont Gold's management and adjustments to the liability for
such costs are made when new information so dictates. In the context of
environmental permitting, including the approval of reclamation plans, Newmont
Gold must comply with standards, existing laws and regulations which may
entail greater or lesser costs and delays depending on the nature of the
activity to be permitted and how the regulations are implemented by the
permitting authority. It is possible that the costs and delays associated with
the compliance with such laws, regulations and permits could become such that
Newmont Gold would not proceed with the development of a project or the
operation or further development of a mine.
Amendments to current laws and regulations governing operations and
activities of mining companies are actively considered from time to time and
could have a material adverse impact on Newmont Gold.
In recent years, the U.S. Congress has considered a number of proposed
amendments to the General Mining Law of 1872, as amended (the "General Mining
Law"), which governs mining claims and related activities on U.S. Federal
lands. Although no such legislation has been adopted to date, there can be no
assurances that such legislation will not be adopted in the future. If ever
adopted, such legislation could, among other things, impose royalties on gold
production from currently unpatented mining claims located on U.S. Federal
lands. If such legislation is ever adopted, it could reduce the amount of
future exploration and development activity conducted by Newmont Gold on such
U.S. Federal lands and could have an adverse effect on the results of
operations of Newmont Gold. In addition, in 1992, a holding fee of $100 per
claim was imposed upon unpatented mining claims located on U.S. Federal lands.
In October 1994, a moratorium on the processing of new patent applications was
approved. While such moratorium currently remains in effect, its future is
unclear.
Approximately 12.2% of Newmont Gold's proven and probable reserves at
December 31, 1997 in the U.S. are located on unpatented mining claims on U.S.
Federal lands, the remainder being located on private land.
6
<PAGE>
RISKS OF FOREIGN INVESTMENTS
Certain of Newmont Gold's activities are located in foreign countries.
Newmont Gold's foreign investments include operations and exploration projects
in Peru, Indonesia, Uzbekistan and Mexico. Newmont Gold also has exploration
and/or development projects in North America, Latin America, South America,
Southeast Asia and Central Asia.
Foreign mining investments are subject to the risks normally associated with
conducting business in foreign countries, which are less developed or have
emerging economies, including uncertain political and economic environments,
as well as risks of war and civil disturbances or other risks which may limit
or disrupt a project, restrict the movement of funds or result in the
deprivation of contract rights or the taking of property by nationalization or
expropriation without fair compensation, risk of adverse changes in laws or
policies of particular countries, increases in foreign taxation, delays in
obtaining or the inability to obtain necessary governmental permits,
limitations on ownership and on repatriation of earnings, and foreign exchange
controls and currency fluctuations. Although Newmont Gold is not currently
experiencing any significant problems in foreign countries arising from such
risks, there can be no assurance that such problems will not arise in the
future. While political risk insurance has been obtained to cover a portion of
Newmont Gold's investments in Indonesia and Uzbekistan against certain
expropriation, war, civil unrest and political violence risks, such insurance
is limited by its terms to the particular risks specified therein and is
subject to certain exclusions. There can be no assurance that claims would be
paid under such insurance in connection with a particular event in a foreign
country. Foreign investments may also be adversely affected by laws and
policies of the U.S. affecting foreign trade, investment and taxation.
In certain of the countries other than the U.S. where Newmont Gold has
operations or conducts exploration activities, the mineral rights are owned by
the relevant governments. Such governments have entered into contracts with or
granted concessions that enable Newmont Gold and its subsidiaries to conduct
operations or exploration activities on such lands. Notwithstanding such
arrangements, Newmont Gold's ability to conduct its operations or exploration
activities on such lands is subject to changes in government policy over which
Newmont Gold has no control. If such a change were to occur that affected the
right of Newmont Gold or any of its subsidiaries to conduct operations or
exploration activities, it could have a material adverse effect on the results
of operations of Newmont Gold.
SPECULATIVE NATURE OF GOLD EXPLORATION AND UNCERTAINTY OF DEVELOPMENT PROJECTS
Gold exploration is highly speculative in nature, involves many risks and
frequently is nonproductive. There can be no assurance that Newmont Gold's
gold exploration efforts will be successful. Success in increasing reserves is
the result of a number of factors, including the quality of Newmont Gold's
management, its level of geological and technical expertise, the quality of
land available for exploration and other factors. Once gold mineralization is
discovered, it may take several years from the initial phases of drilling
until production is possible, during which time the economic feasibility of
production may change. Substantial expenditures are required to establish
proven and probable ore reserves through drilling, to determine metallurgical
processes to extract the metals from the ore and, in the case of new
properties, to construct mining and processing facilities. As a result of
these uncertainties, no assurance can be given that Newmont Gold's exploration
programs will result in the expansion or replacement of current production
with new proven and probable ore reserves.
Development projects have no operating history upon which to base estimates
of future cash operating costs. Particularly for development projects,
estimates of proven and probable ore reserves and cash operating costs are, to
a large extent, based upon the interpretation of geologic data obtained from
drill holes and other sampling techniques, and feasibility studies which
derive estimates of cash operating costs based upon anticipated tonnage and
grades of ore to be mined and processed, the configuration of the ore body,
expected recovery rates of the gold from the ore, comparable facility and
equipment operating costs, anticipated climatic conditions and other factors.
As a result, it is possible that actual cash operating costs and economic
returns may differ significantly from those currently estimated. It is not
unusual in new mining operations to experience unexpected problems during the
start-up phase. Delays often can occur in the commencement of production.
7
<PAGE>
MINING RISKS AND RISK OF NONAVAILABILITY OF INSURANCE
The business of gold mining generally is subject to a number of risks and
hazards, including environmental hazards, industrial accidents, labor
disputes, encountering unusual or unexpected geologic formations or other
geological or grade problems, encountering unanticipated ground or water
conditions, cave-ins, pit-wall failures, flooding, rock falls, periodic
interruptions due to inclement or hazardous weather conditions or other
unfavorable operating conditions and other acts of God and gold bullion
losses. Such risks could result in damage to, or destruction of, mineral
properties or producing facilities, personal injury or death, environmental
damage, delays in mining, monetary losses and possible legal liability.
Newmont Gold maintains insurance against risks that are typical in the
operation of its business and in amounts which it believes to be reasonable.
Such insurance, however, contains exclusions and limitations on coverage.
There can be no assurance that such insurance will continue to be available,
will be available at economically acceptable premiums or will be adequate to
cover any resulting liability.
PROPOSED REPEAL OF PERCENTAGE DEPLETION FOR NONFUEL MINERALS MINED ON CERTAIN
FEDERAL LANDS
Newmont Gold currently benefits from the percentage depletion allowance
permitted under current law. Taxpayers may, subject to limitations, claim
deductions for the depletion of mineral resources. Such deductions may be
based upon the taxpayer's cost of the mineral resources ("cost depletion") or
upon a portion of the gross or net revenues from sales of the mineral
resources ("percentage depletion"). Legislation has been introduced that would
repeal the current percentage depletion provisions for nonfuel minerals,
including gold, extracted from any land where title to the land or the right
to extract minerals from such land was originally obtained pursuant to the
provisions of the General Mining Law. The proposal is stated only in general
terms and does not provide specific details as to its potential operation,
including the lands that will ultimately be affected. Newmont Gold believes
that it is unlikely that the repeal of these provisions will ultimately be
adopted. If adopted, however, such repeal could have an adverse effect on the
results of operations of Newmont Gold. The magnitude of such effect currently
cannot be determined and will be affected by several factors, including the
specific landholdings of Newmont Gold that are actually impacted, the level of
future production from such landholdings and future gold prices (see "--Gold
Price Volatility").
YEAR 2000
Newmont Gold has undertaken a comprehensive "Year 2000 Compliance Program"
("Program") to address its requirements regarding year 2000 issues, which
generally refers to the inability of hardware, software and control systems to
correctly identify two-digit references to specific years, beginning with the
year 2000. The Program, conducted by a cross-functional employee group and
outside consultants, consists of four work streams at each geographic
location, including automated processes, process control systems (including
embedded technology such as microprocessors), personal computers and third-
party material suppliers and contractors. Within each work stream there are
five phases consisting of assessment; analysis; remediation (including
development of contingency plans); testing; and certification. A third party
audit of the Program will be scheduled during the second half of 1998 and year
2000 compliance is scheduled to be completed for all material systems by mid-
1999.
Currently, each location is working on the assessment and analysis phases of
each work stream and some have commenced the remediation phase. On a global
basis, the assessment phase and analysis phase for all work streams is
scheduled for completion in the beginning of the fourth quarter of 1998, at
which time an estimate of required remediation work and associated
implementation costs will be determined. Based on work performed to date, no
material issues or costs have been identified; however, subsequent work may
lead to discovery of material issues or costs that could have a material
adverse effect on Newmont Gold's financial condition and results of
operations.
Although Newmont Gold believes that its Program will adequately address year
2000 issues and prevent significant business disruptions, there can be no
assurances that compliance-related failures will not occur. Such compliance-
related failures, including those of material third-party suppliers (such as
suppliers of power, oxygen, chemicals and refining), could result in temporary
delays in Newmont Gold's ability to generate cash from its operations. Such
delays could, if severe in their magnitude, have a material adverse effect on
Newmont Gold's financial condition and results of operations.
8
<PAGE>
THE COMPANIES
NEWMONT MINING
Newmont Mining was incorporated in 1921 under the laws of Delaware. Until
1990, Newmont Mining was a diversified natural resource company with
operations worldwide. Newmont Gold was a wholly-owned subsidiary of Newmont
Mining that had gold properties located in Nevada. Beginning in 1986, shares
of Newmont Gold Common Stock were sold to the public to provide investors the
opportunity to invest directly in the Nevada gold assets of Newmont Mining. In
1987, Newmont Mining changed its strategy so as to focus on its worldwide gold
operations, and over a three-year period sold off its non-gold assets. As a
result, prior to 1994 both Newmont Mining and Newmont Gold were gold
companies, although Newmont Gold's operations were limited to its Nevada gold
properties.
In order to combine the assets and operations of Newmont Mining and Newmont
Gold and provide stockholders of both Newmont Mining and Newmont Gold with the
same per-share equity ownership of all gold properties, effective January 1,
1994, a transaction was consummated in 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 of
Newmont Mining's then current and future liabilities (such transaction is
hereinafter referred to as the "1994 Transaction").
As part of the 1994 Transaction, 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 at that time. The purpose of obtaining and
subsequently maintaining this equilibrium was so that the stockholders of
Newmont Mining and Newmont Gold would have identical per share interests in
the reserves, production, earnings and dividends of Newmont Gold. As a result
of the 1994 Transaction, Newmont Mining became a holding company whose sole
asset was shares of Newmont Gold Common Stock. Since completion of the 1994
Transaction, Newmont Mining and Newmont Gold have maintained 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.
Accordingly, as more fully described in the notes to the consolidated
financial statements of Newmont Mining and Newmont Gold included in the 1997
Newmont Mining 10-K and the 1997 Newmont Gold 10-K, respectively, each time
Newmont Mining has issued any shares of Newmont Mining Common Stock, Newmont
Gold has issued to Newmont Mining an equal number of shares of Newmont Gold
Common Stock for the same consideration as received by Newmont Mining for its
shares. Similarly, each time Newmont Mining has granted to employees of
Newmont Gold and its subsidiaries options to purchase Newmont Mining Common
Stock ("Newmont Mining Options"), Newmont Gold has granted to Newmont Mining
options to purchase Newmont Gold Common Stock having identical terms as the
Newmont Mining Options to be exercised only when and to the extent that the
Newmont Mining Options are exercised.
In May 1997, Newmont Mining acquired Santa Fe Pacific Gold Corporation
("Santa Fe") pursuant to a merger (the "Santa Fe Merger"), in which each
outstanding share of Santa Fe common stock was converted into 0.43 of a share
of Newmont Mining Common Stock. Upon completion of the Santa Fe Merger, the
shares of Santa Fe common stock were contributed to Newmont Gold in exchange
for shares of Newmont Gold Common Stock in an amount equal to the number of
shares of Newmont Mining Common Stock issued in the Santa Fe Merger and
options for shares of Newmont Gold Common Stock having the same terms as Santa
Fe stock options assumed by Newmont Mining pursuant to the Santa Fe Merger.
Such transaction is hereinafter referred to as the "Contribution Transaction."
As a result of the Contribution Transaction, Santa Fe became a wholly-owned
subsidiary of Newmont Gold.
Newmont Mining currently owns 93.75% of the outstanding shares of Newmont
Gold Common Stock.
NEWMONT GOLD
Newmont Gold is a worldwide company engaged, directly or through its
subsidiaries and affiliates, in the production of gold, the development of
gold properties, the exploration for gold and the acquisition of gold
9
<PAGE>
properties worldwide. Newmont Gold produces gold from operations in Nevada and
California. It also produces gold through a 51.35% owned company in Peru and a
50% owned venture in Uzbekistan. Newmont Gold additionally has an 80% interest
in an Indonesian company, which commenced gold production in March 1996, an
indirect 45% interest in a second Indonesian company that is developing a
large copper/gold project scheduled to begin operations in late 1999 and a 44%
interest in a project in Mexico, which commenced production in July 1998. In
addition to exploration activities conducted in connection with these
operations and projects, Newmont Gold continues to explore for gold and/or is
conducting joint venture activities in other parts of these countries as well
as in North America, Latin America, South America, Southeast Asia and Central
Asia. Newmont Gold had 52.7 million equity ounces of proven and probable gold
reserves at December 31, 1997.
In 1997, Newmont Gold's consolidated sales resulted from operations in the
U.S., Peru, Uzbekistan and Indonesia. In 1997, 76% of Newmont Gold's equity
production of gold related to its U.S. operations and 24% to its foreign
operations. At December 31, 1997, approximately 20% of Newmont Gold's
consolidated assets related to foreign operations.
ACQUISITION CO.
Acquisition Co. is a wholly-owned subsidiary of Newmont Mining which was
formed in September 1998 for the sole purpose of effecting the Merger. In
anticipation of the Merger, immediately prior to the Merger, Newmont Mining
will transfer to Acquisition Co. all of the shares of Newmont Gold Common
Stock owned by Newmont Mining. As a result of such transfer, immediately prior
to the Merger, Acquisition Co. will own 156,522,906 of the 166,956,316
outstanding shares of Newmont Gold Common Stock, or 93.75%. Pursuant to the
Merger, Acquisition Co. will be merged with Newmont Gold with Newmont Gold
being the surviving corporation and Newmont Gold will become a wholly-owned
subsidiary of Newmont Mining.
Newmont Mining, Newmont Gold and Acquisition Co. have their executive
offices at 1700 Lincoln Street, Denver, Colorado 80203; telephone number (303)
863-7414.
10
<PAGE>
SELECTED CONSOLIDATED FINANCIAL
DATA OF NEWMONT MINING
The following selected consolidated financial data of Newmont Mining,
insofar as it relates to each of the fiscal years in the five-year period
ended December 31, 1997, has been derived from the audited consolidated
financial statements of Newmont Mining for each of the years in the five-year
period ended December 31, 1997. The selected consolidated financial data for
the five-year period ended December 31, 1997 should be read in conjunction
with and are qualified in their entirety by Newmont Mining's consolidated
financial statements and accompanying notes for the year ended December 31,
1997 contained in the 1997 Newmont Mining 10-K which is incorporated by
reference herein. The selected consolidated financial data of Newmont Mining
for the six months ended June 30, 1998 and 1997 has been derived from Newmont
Mining's unaudited quarterly report on Form 10-Q for the six months ended June
30, 1998. The summaries for the six months ended June 30, 1998 and 1997 are
unaudited; however, in the opinion of management, all adjustments necessary
for a fair presentation of such financial information have been included. As a
result of the 1994 Transaction, the statements of consolidated income and the
consolidated balance sheets for Newmont Mining and Newmont Gold are virtually
the same, with the only difference being the minority interest in Newmont Gold
on Newmont Mining's statements.
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, FOR THE YEARS ENDED
(UNAUDITED) DECEMBER 31,
----------------- --------------------------------------------
1998 1997 1997 1996 1995 1994 1993
-------- -------- -------- -------- -------- -------- --------
(IN MILLIONS, EXCEPT PER SHARE DATA)
INCOME STATEMENT DATA (1)
<S> <C> <C> <C> <C> <C> <C> <C>
Sales.................... $ 752.0 $ 776.8 $1,572.8 $1,105.7 $ 981.6 $ 967.5 $ 857.6
Income (loss) from
continuing operations... $ 56.5 $ (13.4) $ 68.4 $ 98.6 $ 147.7 $ 127.4 $ 115.6
Net income (loss)(2)..... $ 56.5 $ (13.4) $ 68.4 $ 98.6 $ 147.7 $ 127.4 $ 285.9
Income (loss) per common
share:
Continuing operations... $ 0.36 $ (0.09) $ 0.44 $ 0.63 $ 0.95 $ 0.80 $ 0.74
Net Income (loss)(2)
(3).................... $ 0.36 $ (0.09) $ 0.44 $ 0.63 $ 0.95 $ 0.80 $ 2.02
Dividends declared per
common share(4)......... $ 0.06 $ 0.24 $ 0.39 $ 0.48 0.48 $ 0.48 $ 0.48
<CAPTION>
BALANCE SHEET DATA (AT
PERIOD END)(1)
<S> <C> <C> <C> <C> <C> <C> <C>
Total assets............. $3,514.1 $3,471.3 $3,614.0 $3,282.1 $2,710.0 $2,429.0 $1,997.8
Long-term debt, including
current portion......... $1,231.0 $1,175.6 $1,222.7 $1,059.1 $ 808.5 $ 683.6 $ 541.3
Stockholders' equity..... $1,639.0 $1,522.0 $1,591.1 $1,562.8 $1,267.3 $1,171.1 $ 844.2
</TABLE>
- --------
(1) All amounts prior to 1997 have been restated to reflect the merger with
Santa Fe which was accounted for as a pooling of interests. 1997 includes
the consolidation of Minera Yanacocha S.A. See the notes to Newmont
Mining's consolidated financial statements included in the 1997 Newmont
Mining 10-K which is incorporated herein by reference.
(2) 1993 includes income from discontinued operations of $131.8 million, net
of tax ($0.99 per share), related to former non-gold Santa Fe mining
operations and a benefit of $38.5 million ($0.29 per share) for the
cumulative effect of a change in accounting for income taxes. 1997
includes $119.8 million for Newmont Gold, net of tax, ($0.72 per share)
for expenses and write-offs associated with the Santa Fe merger.
(3) Adjusted for a 1.2481 shares-to-1 share stock split declared March 21,
1994 by Newmont Mining and a 1.122 million-for-1 share stock split
declared February 22, 1994 by Santa Fe.
(4) In each of the years 1993 through 1996, Newmont Mining declared dividends
of $0.48 per Newmont Mining common share. Santa Fe declared dividends of
$0.05 per Santa Fe common share in 1996 and 1995. Prior to 1995, Santa Fe
paid dividends to another company as its wholly-owned subsidiary.
11
<PAGE>
SELECTED CONSOLIDATED FINANCIAL
AND OPERATING DATA OF NEWMONT GOLD
The following selected consolidated financial data of Newmont Gold, insofar
as it relates to each of the fiscal years in the five-year period ended
December 31, 1997, has been derived from the audited consolidated financial
statements of Newmont Gold for each of the years in the five-year period ended
December 31, 1997. The selected consolidated financial data for the five-year
period ended December 31, 1997 should be read in conjunction with and are
qualified in their entirety by Newmont Gold's consolidated financial
statements and accompanying notes for the year ended December 31, 1997
contained in the 1997 Newmont Gold 10-K which is incorporated by reference
herein. The selected consolidated financial data of Newmont Gold for the six
months ended June 30, 1998 and 1997 has been derived from Newmont Gold's
unaudited quarterly report on Form 10-Q for the six months ended June 30,
1998. The summaries for the six months ended June 30, 1998 and 1997 are
unaudited; however, in the opinion of management, all adjustments necessary
for a fair presentation of such financial information have been included.
Certain selected operating data for Newmont Gold for the five-year period
ended December 31, 1997 also is set forth below.
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, FOR THE YEARS ENDED
(UNAUDITED) DECEMBER 31,
----------------- --------------------------------------------
1998 1997 1997 1996 1995 1994 1993
-------- -------- -------- -------- -------- -------- --------
(IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA(1)
Sales................... $ 752.0 $ 776.8 $1,572.8 $1,105.7 $ 981.6 $ 967.5 $ 830.3
Income (loss) from
continuing operations.. $ 60.2 $ (14.3) $ 72.9 $ 105.2 $ 157.5 $ 135.7 $ 134.5
Net income (loss)(2).... $ 60.2 $ (14.3) $ 72.9 $ 105.2 $ 157.5 $ 135.7 $ 279.2
Income (loss) per common
share:
Continuing operations.. $ 0.36 $ (0.09) $ 0.44 $ 0.63 $ 0.95 $ 0.80 $ 0.88
Net income
(loss)(2)(3).......... $ 0.36 $ (0.09) $ 0.44 $ 0.63 $ 0.95 $ 0.80 $ 1.82
Dividends declared per
common share(4)........ $ 0.06 $ 0.24 $ 0.39 $ 0.48 $ 0.48 $ 0.48 $ 0.48
BALANCE SHEET DATA (AT
PERIOD END)(1)
Total assets............ $3,514.1 $3,471.3 $3,614.0 $3,282.1 $2,710.0 $2,429.0 $1,833.3
Long-term debt,
including current
position............... $1,231.0 $1,175.6 $1,222.7 $1,059.1 $ 808.5 $ 683.6 $ 349.3
Stockholders' equity.... $1,748.4 $1,623.6 $1,697.1 $1,667.0 $1,354.7 $1,256.4 $1,138.4
OPERATING DATA FOR
NEWMONT GOLD
(OUNCES)(1)
(IN THOUSANDS)
Equity gold production
(in thousands)......... 2,070.5 1,875.8 3,956.8 3,104.1 2,714.6 2,600.7 2,296.3
Equity gold reserves at
year end (in millions). N/A N/A 52.7 55.2 46.7 41.5 40.1
</TABLE>
- --------
(1) All amounts prior to 1997 have been restated to reflect the merger with
Santa Fe which was accounted for as a pooling of interests. 1997 includes
the consolidation of Minera Yanacocha S.A. See the notes to Newmont Gold's
consolidated financial statements included in the 1997 Newmont Gold 10-K
which is incorporated herein by reference.
(2) 1993 includes income from discontinued operations of $142.0 million, net
of tax ($0.92 per share) related to former non-gold Santa Fe mining
operations and a benefit of $ 2.7 million ($0.02 per share) for the
cumulative effect of a change in accounting for income taxes. 1997
includes $119.8 million, net of tax, ($0.72 per share) for expenses and
write-offs associated with the Santa Fe Merger.
(3) Adjusted for a 1.122 million-for-1 share stock split declared February 22,
1994 by Santa Fe.
(4) In the years 1993 through 1996, Newmont Gold declared dividends of $0.48
per Newmont Gold common share. Santa Fe declared dividends of $0.05 per
Santa Fe common share in 1996 and 1995. Prior to 1995, Santa Fe paid
dividends to another company as its wholly-owned subsidiary.
12
<PAGE>
PRO FORMA CONSOLIDATED INCOME STATEMENTS AND BALANCE SHEET AND
CERTAIN PER SHARE DATA
The following unaudited pro forma consolidated financial statements of
Newmont Mining assume the Merger occurred as of the dates indicated giving
effect to the adjustments required as a result of the Merger. The Merger will
be accounted for at historical cost, with the exception of the minority
interest which will be accounted for as a purchase. The purchase price will be
based on the value of the shares of Newmont Mining Common Stock issued to
Newmont Gold stockholders pursuant to the Merger. The excess of the purchase
price over the carrying value of such minority interest, including the
associated tax effect (the "net purchase price"), will be allocated on a pro-
rata basis to the assets and liabilities of Newmont Gold based on their
respective fair market values at the date of acquisition. The pro forma
financial statements are presented for informational purposes and are not
necessarily indicative of the financial position or results of operations that
would have actually occurred had the Merger been consummated as of the dates
assumed. The pro forma statements are also not indicative of future financial
position or results of operations. Following the Merger, the required
accounting adjustments will be finalized and may vary significantly from the
pro forma adjustments due to a variety of factors, including changes in the
net purchase price and other factors discussed under "Risk Factors."
The pro forma financial statements should be read in conjunction with the
consolidated financial statements and accompanying notes of Newmont Mining
(contained in the 1997 Newmont Mining 10-K) and Newmont Gold (contained in the
1997 Newmont Gold 10-K) incorporated herein by reference.
13
<PAGE>
NEWMONT MINING CORPORATION
PRO FORMA CONSOLIDATED INCOME STATEMENT--UNAUDITED
FOR THE YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT PER SHARE)
<TABLE>
<CAPTION>
NEWMONT
MINING
CORPORATION PRO FORMA PRO FORMA
CONSOLIDATED ADJUSTMENTS CONSOLIDATED
------------ ----------- ------------
<S> <C> <C> <C>
Sales and other income
Sales................................ $1,572,757 $1,572,757
Dividends, interest and other........ 55,235 55,235
---------- -------- ----------
1,627,992 1,627,992
---------- -------- ----------
Costs and expenses
Costs applicable to sales............ 800,045 800,045
Depreciation, depletion and amortiza-
tion................................ 265,765 $ 14,168 (1) 279,933
Exploration and research............. 98,420 98,420
General and administrative........... 66,380 66,380
Interest, net of amounts capitalized. 77,067 77,067
Merger and related expenses.......... 162,674 162,674
Other................................ 25,726 25,726
---------- -------- ----------
1,496,077 14,168 1,510,245
---------- -------- ----------
Income before income tax and minority
interests............................. 131,915 (14,168) 117,747
Income tax benefit..................... 7,900 3,673 (1) 11,573
Minority interest in income of Minera
Yanacocha............................. (66,882) (66,882)
Minority interest in income of Newmont
Gold Company.......................... (4,556) 4,556 (2) --
---------- -------- ----------
Net income............................. $ 68,377 $ (5,939) $ 62,438
========== ======== ==========
Net income per common share, basic and
diluted............................... $ 0.44 $ 0.37
========== ==========
Basic weighted average shares outstand-
ing................................... 156,243 10,667 166,910
========== ======== ==========
</TABLE>
- --------
(1) Assumes consummation of the Merger on January 1, 1997 and reflects the
estimated additional amortization resulting from recording the net
purchase price, calculated on a units-of-production basis, less the
associated income tax benefit.
(2) Eliminates the minority interest in income of Newmont Gold.
14
<PAGE>
NEWMONT MINING CORPORATION
PRO FORMA CONSOLIDATED INCOME STATEMENT--UNAUDITED
FOR THE SIX MONTHS ENDED JUNE 30, 1998
(IN THOUSANDS EXCEPT PER SHARE)
<TABLE>
<CAPTION>
NEWMONT
MINING
CORPORATION PRO FORMA PRO FORMA
CONSOLIDATED ADJUSTMENTS CONSOLIDATED
------------ ----------- ------------
<S> <C> <C> <C>
Sales and other income
Sales................................ $752,029 $752,029
Dividends, interest and other........ 13,763 13,763
-------- ------- --------
765,792 765,792
-------- ------- --------
Costs and expenses
Costs applicable to sales.............. 417,442 417,442
Depreciation, depletion and amortiza-
tion................................ 145,085 $ 7,214 (1) 152,299
Exploration and research............. 32,685 32,685
General and administrative........... 26,759 26,759
Interest, net of amounts capitalized. 39,603 39,603
Other................................ 5,521 5,521
-------- ------- --------
667,095 7,214 674,309
-------- ------- --------
Income before income tax and minority
interests............................. 98,697 (7,214) 91,483
Income tax benefit (provision)......... (14,900) 1,870 (1) (13,030)
Minority interest in income of Minera
Yanacocha............................. (23,569) (23,569)
Minority interest in income of Newmont
Gold Company.......................... (3,764) 3,764 (2) --
-------- ------- --------
Net income............................. $ 56,464 $(1,580) $ 54,884
======== ======= ========
Net income per common share, basic and
diluted............................... $ 0.36 $ 0.33
======== ========
Basic weighted average shares outstand-
ing................................... 156,494 10,687 167,181
======== ======= ========
</TABLE>
- --------
(1) Assumes consummation of the Merger on January 1, 1997 and reflects the
estimated additional amortization resulting from recording the net purchase
price, calculated on a units-of-production basis, less the associated
income tax benefit.
(2) Eliminates the minority interest in income of Newmont Gold.
15
<PAGE>
NEWMONT MINING CORPORATION
PRO FORMA CONSOLIDATED BALANCE SHEET--UNAUDITED
JUNE 30, 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
NEWMONT
MINING
CORPORATION PRO FORMA PRO FORMA
CONSOLIDATED ADJUSTMENTS CONSOLIDATED
------------ ----------- ------------
<S> <C> <C> <C>
Assets
Cash and cash equivalents............ $ 54,134 $ 54,134
Inventories.......................... 386,235 386,235
Other current assets................. 162,498 162,498
---------- ----------
Current assets...................... 602,867 602,867
Property, plant and mine development,
net................................. 2,554,409 $191,628 (1) 2,746,037
Other long-term assets............... 356,844 356,844
---------- -------- ----------
Total assets....................... $3,514,120 $191,628 $3,705,748
========== ======== ==========
Liabilities
Short-term debt and current portion
of long-term debt................... $ 56,132 $ 56,132
Other current liabilities............ 207,472 207,472
---------- ----------
Current liabilities................. 263,604 263,604
Long-term debt....................... 1,174,861 1,174,861
Other long-term liabilities.......... 275,612 $ 49,681 (1) 325,293
---------- -------- ----------
Total liabilities.................. 1,714,077 49,681 1,763,758
Minority interest in subsidiaries...... 161,013 (109,369)(2) 51,644
Stockholders' equity................... 1,639,030 251,316 (3) 1,890,346
---------- -------- ----------
Total liabilities and stockholder's
equity............................ $3,514,120 $191,628 $3,705,748
========== ======== ==========
</TABLE>
- --------
(1) Assumes consummation of the Merger on June 30, 1998, and represents the
preliminary allocation of the net purchase price. The related tax effect,
recorded as deferred income taxes, represents the incremental differences
between the book and tax bases of the assets affected by the net purchase
price allocation.
(2)Eliminates the carrying value of the minority interest in Newmont Gold.
(3)Reflects the estimated purchase price of the minority interest.
16
<PAGE>
Set forth below are the historical earnings, dividends and book value for
the periods indicated for each of Newmont Mining and Newmont Gold, as well as
Newmont Mining's earnings, dividends and book value for such periods on a pro
forma basis after giving effect to the Merger. As a result of the 1994
Transaction, the per share earnings and dividends for both Newmont Mining and
Newmont Gold are identical.
<TABLE>
<CAPTION>
PRO FORMA
EARNINGS DIVIDEND
GIVING EFFECT EQUIVALENT
TO THE MERGER TO CASH
------------------ DIVIDEND
PER PAID ON
SHARE PER 1.025 1.025
PER SHARE OF PER SHARE OF OF SHARES OF SHARES OF
NEWMONT MINING NEWMONT GOLD NEWMONT NEWMONT NEWMONT
COMMON STOCK COMMON STOCK MINING MINING MINING
------------------ ------------------ COMMON COMMON COMMON
EARNINGS DIVIDENDS EARNINGS DIVIDENDS STOCK STOCK(/1/) STOCK(/2/)
-------- --------- -------- --------- ------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
December 31, 1997....... $0.44 $0.39 $0.44 $0.39 $0.37 $0.38 $0.40
June 30, 1998........... $0.36 $0.06 $0.36 $0.06 $0.33 $0.34 $0.06
</TABLE>
<TABLE>
<CAPTION>
PRO FORMA BOOK VALUE
GIVING EFFECT TO THE
MERGER
---------------------
PER 1.025
PER SHARE SHARES OF
OF NEWMONT NEWMONT
MINING MINING
NEWMONT NEWMONT COMMON COMMON
MINING GOLD STOCK(/3/) STOCK(/1/)
------- ------- ---------- ----------
<S> <C> <C> <C> <C>
Book value per share at December 31,
1997.................................... $10.17 $10.17 $11.02 $11.30
Book value per share at June 30, 1998.... $10.47 $10.47 $11.31 $11.59
</TABLE>
- --------
(/1/) Amounts are calculated by multiplying Newmont Mining's pro forma
consolidated amounts by the Exchange Ratio of 1.025.
(/2/) Amounts represent historical Newmont Mining dividends per common share
multiplied by the Exchange Ratio of 1.025. For a discussion of Newmont
Mining's current and future dividend policy, see "Comparative Stock
Prices; Dividends."
(/3/) Amount is calculated by dividing total pro forma common stockholders'
equity by the pro forma total outstanding shares of Newmont Mining Common
Stock after the Merger based upon the number of shares of Newmont Mining
Common Stock outstanding on December 31, 1997 and June 30, 1998.
17
<PAGE>
THE MERGER
GENERAL
The Merger is being effected pursuant to Section 253 of the DGCL. The Merger
will be effective when the certificate of ownership and merger relating
thereto (the "Merger Certificate") is filed with the Delaware Secretary of
State (the "Effective Time"). It is expected that the Merger Certificate will
be filed 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.
Immediately prior to the Merger, Newmont Mining will contribute to
Acquisition Co. all of the shares of Newmont Gold Common Stock owned by
Newmont Mining. At the Effective Time, Acquisition Co. will merge with and
into Newmont Gold. Newmont Gold will be the surviving corporation of the
Merger (the "Surviving Corporation") and will become a wholly-owned subsidiary
of Newmont Mining. Each outstanding share of Newmont Gold Common Stock (other
than the Non-Participating Shares) will be converted into the right to receive
1.025 shares of Newmont Mining Common Stock. Pursuant to the Newmont Mining
Rights Agreement, each share of Newmont Mining Common Stock issued to the
Newmont Gold stockholders pursuant to the Merger will be accompanied by one
Newmont Mining Share Purchase Right. See "Description of Newmont Mining Common
Stock" for a description of the Newmont Mining Share Purchase Rights. Pursuant
to Section 253 of the DGCL, because Acquisition Co. will own more than 90% of
the outstanding shares of Newmont Gold Common Stock immediately prior to the
Merger, the stockholders of Newmont Gold are not entitled to vote on the
Merger. The stockholders of Newmont Gold will be entitled to rights of
appraisal under the DGCL. See "--Appraisal Rights."
BACKGROUND OF THE MERGER
Since 1994, Newmont Mining and Newmont Gold have from time to time
considered various approaches to simplify their corporate structure. With the
recent decline in stock prices of Newmont Mining and Newmont Gold, Newmont
Mining's management determined that Newmont Mining would be able to consummate
a merger that would result in Newmont Gold becoming a wholly-owned subsidiary
of Newmont Mining and Newmont Gold ceasing to be a separately, publicly traded
company without incurring significant non-cash charges against future
earnings.
On September 11, 1998, members of senior management of Newmont Mining
advised Mr. Robert H. Quenon and Dr. James V. Taranik, who are members of the
Board of Directors of Newmont Gold (the "Newmont Gold Board"), that they were
contemplating a possible merger involving Newmont Gold that would be effected
pursuant to Section 253 of the DGCL. Mr. Quenon and Dr. Taranik were also
advised that, although approval of the Merger by the Newmont Gold Board or the
Newmont Gold stockholders would not be required by Section 253 of the DGCL,
management would recommend to the Board of Directors of Newmont Mining (the
"Newmont Mining Board") that the terms of such a merger be considered by a
special committee of the Newmont Gold Board, consisting of Mr. Quenon and Dr.
Taranik (the "Special Committee"). Neither Mr. Quenon nor Dr. Taranik is an
officer of Newmont Gold or an officer or Director of Newmont Mining, nor is
either otherwise affiliated with Newmont Mining. Other than Mr. Quenon and Dr.
Taranik, the Newmont Mining Board consists entirely of the members of the
Newmont Gold Board. Mr. Quenon and Dr. Taranik served as the special committee
of the Newmont Gold Board in connection with the 1994 Transaction and the
Contribution Transaction.
On September 15, 1998, Mr. Quenon and Dr. Taranik met by telephone with
members of senior management of Newmont Mining and certain legal and financial
advisors to discuss the structure of a possible merger proposal. At such
meeting, Newmont Mining's management indicated that they would recommend that
any such merger be effected pursuant to Section 253 of the DGCL, which would
result in the Newmont Gold stockholders being entitled to appraisal rights
under the DGCL. Newmont Mining's management further indicated that they
believed that, due to the relative capital structure of the two companies, any
such merger should be done on a basis so that each outstanding share of
Newmont Gold Common Stock would be converted into one share of Newmont Mining
Common Stock. Mr. Quenon and Dr. Taranik each raised concerns about
18
<PAGE>
effecting such a merger at a one-to-one exchange ratio in light of the recent
trading history of the Newmont Gold Common Stock and the Newmont Mining Common
Stock.
On September 16, 1998, the Newmont Mining Board established a committee of
the Newmont Mining Board (the "Merger Committee") to determine whether Newmont
Gold should proceed with a merger involving Newmont Gold and, if so, to
determine the terms thereof. The Newmont Mining Board, however, stipulated
that Newmont Mining would only proceed with any such merger if a special
committee of the Newmont Gold Board consisting of directors not affiliated
with Newmont Mining determined that the merger is fair to the stockholders
of Newmont Gold, other than Newmont Mining and its affiliates. On that date,
the Newmont Gold Board appointed Mr. Quenon and Dr. Taranik as the Special
Committee to consider the fairness to the Newmont Gold stockholders, other
than Newmont Mining and its affiliates, of any merger proposal made by Newmont
Mining.
On September 16, 1998, Mr. Quenon and Dr. Taranik retained Chase Securities,
Inc. ("Chase") as financial advisor to assist the Special Committee in
evaluating the Merger and retained the law firm of Dewey Ballantine LLP
("Dewey Ballantine") as the legal advisor to the Special Committee. Chase had
acted as financial advisor to the special committee of the Newmont Gold Board
with respect to the Contribution Transaction. Dewey Ballantine had acted as
legal advisor to the special committee of the Newmont Gold Board with respect
to the 1994 Transaction and the Contribution Transaction.
On September 21, 1998, the Special Committee met by telephone with its
financial and legal advisors, together with members of senior management of
and counsel for Newmont Mining, to discuss further a possible merger
transaction and to review the cost savings and other benefits that are
expected to result from such a transaction. The Special Committee requested
additional financial information from Newmont Mining.
On September 22, 1998, the Special Committee met by telephone with its
financial and legal advisors to review the financial information provided by
Newmont Mining and to discuss the trading history of the stocks of Newmont
Mining and Newmont Gold. On that date, the Merger Committee met and discussed,
among other things, the purpose of the 1994 Transaction, the trading history
of the Newmont Mining Common Stock and the Newmont Gold Common Stock since the
effective date of the 1994 Transaction, the concerns raised by Mr. Quenon and
Dr. Taranik regarding the possibility of a merger done using a 1.0 exchange
ratio and the anticipated cost savings and other benefits from a merger of
Newmont Gold. The Merger Committee determined to request that the Special
Committee consider the fairness of the terms of a merger at a proposed
exchange ratio of 1.025 shares of Newmont Mining Common Stock for each
outstanding share of Newmont Gold Common Stock not held by Newmont Mining.
Subsequently, a representative of the Merger Committee contacted by telephone
a representative of the Special Committee and requested that the Special
Committee consider the terms of a merger at the proposed 1.025 exchange ratio,
although the Newmont Mining Board had not yet approved a merger or the terms
of any proposed merger.
On September 25, 1998, the Special Committee met by telephone with its
financial and legal advisors to give further consideration to the Merger
proposal and to review the status of the financial analysis thereof being
performed by Chase.
On September 28, 1998, the Special Committee met by telephone with its
financial and legal advisors. At that meeting, a representative of Chase
presented a financial analysis of Newmont Mining's Merger proposal and
delivered the oral opinion, to be subsequently confirmed in writing, that the
Merger is fair, from a financial point of view, to the stockholders of Newmont
Gold other than Newmont Mining and its affiliates. Following consideration of
the financial analysis and the fairness opinion from Chase, the Special
Committee determined that the exchange ratio of 1.025 shares of Newmont Mining
Common Stock for each share of Newmont Gold Common Stock was fair to the
stockholders of Newmont Gold other than Newmont Mining and its affiliates.
On September 29, 1998, the Newmont Mining Board met to consider the terms of
the Merger as proposed by the Merger Committee and found to be fair by the
Special Committee. Thereafter, the Newmont Mining Board approved the terms of
the Merger and other related transactions.
REASONS FOR THE MERGER
Currently, the stockholders of Newmont Mining and Newmont Gold have
identical per share interests in the reserves, production, earnings and
dividends of Newmont Gold. The Merger will simplify the corporate
19
<PAGE>
structure of Newmont Mining and Newmont Gold by enabling Newmont Mining to
acquire the entire equity interest in Newmont Gold thereby making Newmont Gold
a wholly-owned subsidiary of Newmont Mining.
The management of Newmont Gold estimates that the total cost savings from
the Merger will be approximately $485,000 per annum.
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
NYSE and the Paris Bourse after the Effective Date. This action will eliminate
the payment of listing fees to such Exchanges.
In addition, in connection with the Merger the authorized capital stock of
Newmont Gold will be reduced, resulting in reduction in the Delaware franchise
tax payable by Newmont Gold. Newmont Gold's authorized capital stock currently
consists of 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. After
consummation of the Merger, the authorized capital of Newmont Gold will
consist of 1,000 shares of common stock, par value $0.01 per share.
Upon consummation of the Merger, the registration under the Exchange Act of
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.
The elimination of these reporting obligations and the preparation and
solicitation of proxies will also create cost savings.
In conjunction with the Merger, Newmont Gold intends to eliminate the
attendance fees payable to its directors. Currently, directors are entitled to
receive an attendance fee of $1,000 per meeting of the Newmont Gold Board. In
addition, each director who is neither an officer nor an employee of Newmont
Gold, Newmont Mining or any of Newmont Gold's subsidiaries currently is
entitled to receive an attendance fee of $750 per meeting of a committee of
which he is a member and $1,000 per meeting in the case of the chairman of the
committee.
In addition, the elimination of the requirements and responsibilities
associated with maintaining two public companies will reduce the
administrative burden on the management of Newmont Gold, and will eliminate
the confusion in the marketplace created by having two publicly traded
companies, with identical per share interests in the same underlying assets
and operations.
OPINION OF THE SPECIAL COMMITTEE'S FINANCIAL ADVISOR
At the September 28, 1998 meeting of the Special Committee, Chase rendered
to the Special Committee an oral opinion, which was confirmed by delivery of
its written opinion dated September 28, 1998 (the "Chase Opinion"), to the
effect that, as of such date, and based upon and subject to various
qualifications and assumptions described therein, the Exchange Ratio in the
Merger is fair, from a financial point of view, to the stockholders (other
than Newmont Mining and its affiliates) of Newmont Gold .
THE FULL TEXT OF THE CHASE OPINION, WHICH SETS FORTH ASSUMPTIONS MADE,
MATTERS CONSIDERED AND LIMITS ON THE SCOPE OF REVIEW UNDERTAKEN, IS ATTACHED
AS APPENDIX A TO THIS PROSPECTUS. STOCKHOLDERS OF NEWMONT GOLD ARE URGED TO
READ THE CHASE OPINION IN ITS ENTIRETY. NO LIMITATIONS WERE IMPOSED BY NEWMONT
GOLD OR NEWMONT MINING UPON CHASE WITH RESPECT TO THE INVESTIGATIONS MADE OR
PROCEDURES FOLLOWED BY CHASE IN RENDERING ITS OPINION. THE CHASE OPINION,
WHICH IS ADDRESSED TO THE SPECIAL COMMITTEE, IS DIRECTED ONLY TO THE FAIRNESS,
FROM A FINANCIAL POINT OF VIEW, TO THE STOCKHOLDERS OF NEWMONT GOLD (OTHER
THAN NEWMONT MINING AND ITS AFFILIATES), OF THE EXCHANGE RATIO IN THE MERGER
AND DOES NOT EXPRESS ANY OPINION AS TO THE UNDERLYING DECISION TO ENGAGE IN
THE MERGER AND THE TRANSACTIONS RELATED THERETO. THE CHASE OPINION DOES NOT
CONSTITUTE A RECOMMENDATION TO ANY NEWMONT GOLD STOCKHOLDER AS TO WHETHER SUCH
STOCKHOLDER SHOULD EXERCISE ITS APPRAISAL RIGHTS OR TAKE ANY ACTION WITH
RESPECT TO THE MERGER OR ANY MATTER RELATED THERETO. THE SUMMARY OF THE
20
<PAGE>
CHASE OPINION SET FORTH IN THIS PROSPECTUS IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE FULL TEXT OF SUCH OPINION.
In connection with the Chase Opinion, Chase, among other things, (i)
reviewed a draft of this Prospectus in the form provided to it and assumed
that the final form of the Prospectus would not vary in any regard that is
material to its analysis; (ii) reviewed certain publicly available business
and financial information that Chase deemed relevant relating to Newmont Gold
and Newmont Mining and the industry in which they operate; (iii) reviewed
certain internal non-public financial and operating data provided to it by or
on behalf of the managements of Newmont Mining and Newmont Gold relating to
their business, including certain forecast and projection information as to
the future financial results of such businesses (the "Financial Forecasts"),
as well as the amount and timing of the cost savings expected to result from
the Merger (the "Expected Cost Savings"); (iv) discussed with members of the
senior management and representatives of Newmont Gold and Newmont Mining the
operations, historical financial statements and future prospects (before and
after giving effect to the Merger) of Newmont Gold and Newmont Mining, as well
as their views of the business, operational and strategic benefits and other
implications of the Merger, including the Expected Cost Savings and such other
matters as Chase deemed necessary or appropriate; (v) reviewed the relevant
historical stock prices and trading volumes of the Newmont Gold Common Stock
and the Newmont Mining Common Stock; and (vi) made such other analyses and
examinations as Chase deemed necessary or appropriate.
Chase assumed and relied upon, without assuming any responsibility for
verification, the accuracy and completeness of all of the financial and other
information provided to, discussed with, or reviewed by or for it, or publicly
available, for purposes of the Chase Opinion, and further relied upon the
assurances of management of Newmont Gold and Newmont Mining that they are not
aware of any facts that would make such information inaccurate or misleading.
Chase neither made nor obtained any independent evaluations or appraisals of
the assets or liabilities of Newmont Gold or Newmont Mining, nor did it
conduct a physical inspection of the properties and facilities of Newmont Gold
or Newmont Mining. Chase assumed that the Financial Forecasts and the Expected
Cost Savings provided to or discussed with it by or on behalf of Newmont Gold
and Newmont Mining were reasonably determined on bases reflecting the best
currently available estimates and judgments of the managements of Newmont Gold
and Newmont Mining as to the future financial performance of Newmont Gold and
Newmont Mining. Chase expressed no view as to the Financial Forecast or the
assumptions on which they were based.
Chase was not asked to consider, and the Chase Opinion does not in any
manner address, the prices at which the Newmont Gold Common Stock or the
Newmont Mining Common Stock will actually trade following the announcement or
consummation of the Merger. In addition, Chase was not requested to, and did
not, solicit offers from third parties to acquire all or part of Newmont Gold.
For purposes of rendering the Chase Opinion, Chase assumed that all
governmental, regulatory or other consents and approvals relating to the
Merger will be obtained and that, in the course of obtaining any necessary
governmental, regulatory or other consents and approvals, or any amendments,
modifications, or waivers to any documents to which either Newmont Gold or
Newmont Mining is a party, no adverse restrictions will be imposed or
amendments, modifications or waivers made that would have any adverse effect
on Newmont Gold or Newmont Mining. In addition, Chase assumed that the Merger
will qualify as a tax-free reorganization for U.S. federal income tax purposes
and that the consummation of the Merger will not give rise to any tax or other
liabilities of Newmont Gold, Newmont Mining or any holder of Newmont Gold
Common Stock. Chase also assumed that Newmont Mining has no assets other than
Newmont Gold Common Stock and that Newmont Mining has no liabilities of any
nature.
The following summarizes the material analyses performed by Chase and
reviewed with the Special Committee at its meeting on September 28, 1998 in
connection with Chase's presentation and its opinion to the Special Committee
on such date.
21
<PAGE>
Structural Analysis. Chase reviewed the corporate and operating structure of
Newmont Gold and Newmont Mining. In connection therewith, Chase noted that
Newmont Gold's and Newmont Mining's consolidated assets, liabilities, book
value per share, sales, EBITDA (earnings before interest, taxes, depreciation
and amortization) and net income per outstanding share of common stock were
the same for the most recent fiscal year and fiscal quarter of Newmont Gold
and Newmont Mining.
Trading Analysis. Chase performed a regression analysis on the stock prices
of the Newmont Gold Common Stock and the Newmont Mining Common Stock for the
period from April 21, 1994 to September 24, 1998, which showed a statistical
correlation between changes in the trading prices of Newmont Gold Common Stock
and Newmont Mining Common Stock, as represented by a beta correlation of 0.91
and an R-squared correlation coefficient of 98.5%. The trading analysis showed
that since Newmont Gold's and Newmont Mining's corporate reorganization in
April 1994, Newmont Mining Common Stock traded at an average premium of 0.3%
to Newmont Gold Common Stock. Based on daily closing stock prices, Chase noted
that until January 1, 1997, Newmont Mining Common Stock traded at a price
higher than Newmont Gold Common Stock for a significant majority of the time
period; however, since early 1997, Newmont Mining Common Stock only
occasionally traded at a price higher than Newmont Gold Common Stock. The
analysis revealed that the ratio of the price of Newmont Mining Common Stock
to the price of Newmont Gold Common Stock remained within a band between 90.7%
and 107.4% and that such ratio exceeded plus or minus 5% on 7.4% of total
trading days. When Chase analyzed the stock prices using the average daily
spread on a monthly basis for the period from April 21, 1994 to September 24,
1998, the ratio of the price of Newmont Mining Common Stock to the price of
Newmont Gold Common Stock generally remained within a band of 95% and 105%.
Chase noted a number of factors that could account for the different trading
prices of Newmont Gold Common Stock and Newmont Mining Common Stock. Such
factors included liquidity differences, control by Newmont Mining, relative
volatility creating short term differences, market confusion due to the
existing corporate structure and the fact that different New York Stock
Exchange specialist firms handle the trading in the shares of Newmont Mining
Common Stock and the shares of Newmont Gold Common Stock.
Exchange Ratio Analysis. Chase reviewed the historical exchange ratio of
Newmont Mining Common Stock to Newmont Gold Common Stock during the period
from April 1994 to September 24, 1998. This analysis revealed that during the
period from April 1994 to September 24, 1998, the mean exchange ratio was
0.9978x and the average exchange ratio over the last one year (excluding the
last 30 days) was 1.027x, over the last two years (excluding the last 30 days)
was 1.018x and over the last three years (excluding the last 30 days) was
1.009x.
Pro Forma Merger Analysis. Chase reviewed the pro forma consequences of the
Merger upon the forecasted earnings and cash flow per share of Newmont Mining
Common Stock. The review was based on the Financial Forecasts and the Expected
Cost Savings, which included certain assumptions described in this paragraph.
The Financial Forecasts assumed two alternative prevailing prices at which
gold and copper would sell: $300 per ounce of gold and $0.80 per ounce of
copper (the "$300 Case") and $350 per ounce of gold and $0.90 per ounce of
copper (the "$350 Case"). Assuming the $300 Case, the Financial Forecasts
indicated that the Merger would result in dilution in earnings per share of
Newmont Mining Common Stock of 12.4% and 6.9% in 1999 and 2000, respectively.
Assuming the $350 Case, the Financial Forecasts indicated that the Merger
would result in dilution in earnings per share of Newmont Mining Common Stock
of 9.8% and 13.2% in 1999 and 2000, respectively. Using the Financial
Forecasts and the Expected Cost Savings, Chase calculated an implied cash flow
per share of Newmont Mining Common Stock (i.e., net income plus depreciation,
depletion, amortization, deferred mining costs, deferred income taxes,
minority interest net of dividends and undistributed earnings of affiliates).
Assuming the $300 Case, based on the Financial Forecasts and the Expected Cost
Savings, Chase's calculations indicated that the Merger would increase cash
flow per share of Newmont Mining Common Stock by 1.2% in both 1999 and 2000.
Assuming the $350 Case, based on the Financial Forecasts and the Expected Cost
Savings, Chase's calculation indicated that the Merger would increase cash
flow per share of Newmont Mining Common Stock by 0.6% in 1999 and 0.7% in
2000.
22
<PAGE>
The results of the pro forma merger analysis are not necessarily indicative
of the future results or financial performance of Newmont Mining after the
Merger.
Present Value Analysis of Expected Cost Savings. Chase performed a present
value analysis of the value of Expected Cost Savings assuming a discount rate
of 7.0%, 8.0% and 9.0% and a marginal tax rate of 38%. Chase applied the
assumed discount rates ranging from 7% to 9% and a terminal value to Expected
Cost Savings of $485,000 per year for a period of 30 years. The analysis
revealed that pro forma present value per share cost savings were estimated to
be $0.024 per Newmont Gold share assuming a discount rate of 7%, $0.022 per
Newmont Gold share assuming a discount rate of 8% and $0.020 per Newmont Gold
share assuming a discount rate of 9%.
The preparation of a fairness opinion is a complex process and involves
various judgments and determinations as to the most appropriate and relevant
assumptions and financial analyses and the application of these methods to the
particular circumstances involved. Such an opinion is therefore not readily
susceptible to partial analysis or summary description and taking portions of
the analyses set out above, without considering the analysis as a whole,
would, in the opinion of Chase, create an incomplete and misleading picture of
the processes underlying the analyses considered in rendering the Chase
Opinion. Chase did not form an opinion as to whether any individual analysis,
considered in isolation, supported or failed to support the Chase Opinion. In
arriving at its opinion, Chase considered the results of all such analyses and
did not attribute particular weight to any one analysis or factor considered
by it. The analyses performed by Chase, particularly those based on forecasts,
are not necessarily indicative of actual values or actual future results,
which may be significantly more or less favorable than suggested by such
analyses. Such analyses were prepared solely to assess the fairness, from a
financial point of view, to the stockholders of Newmont Gold, other than
Newmont Mining and its affiliates, of the Exchange Ratio in the Merger. The
foregoing summary does not purport to be a complete description of the
analyses prepared by Chase.
Chase, as part of its financial advisory business, is continually engaged in
the valuation of businesses and their securities in connection with mergers
and acquisitions and valuations for estate, corporate and other purposes. The
Chase Manhattan Corporation and its affiliates, including Chase, in the
ordinary course of business, have, from time to time, provided, and in the
future may continue to provide, commercial and/or investment banking services
to Newmont Gold and Newmont Mining. In the ordinary course of business, Chase
or its affiliates may trade in the debt and equity securities of Newmont Gold
and Newmont Mining for its own accounts and for the accounts of its customers
and, accordingly, may at any time hold a long or short position in such
securities.
The Special Committee engaged Chase as its financial advisor because Chase
is an internationally recognized investment banking firm that has substantial
experience in mergers and acquisitions transactions. The terms of the
engagement of Chase by Newmont Gold on behalf of the Special Committee are set
forth in a letter agreement, dated September 25, 1998, between Chase and
Newmont Gold (the "Engagement Letter"). Pursuant to the terms of the
Engagement Letter, a fee of $450,000 was payable to Chase upon the date on
which Chase advised the Special Committee that it was prepared to render the
Chase Opinion. In addition, Newmont Gold has agreed to reimburse Chase for its
reasonable out-of-pocket expenses, including reasonable fees and disbursements
of its counsel and reasonable travel and other out-of-pocket expenses, and to
indemnify Chase against certain liabilities relating to or arising out of its
engagement.
PROCEDURES FOR EXCHANGE OF CERTIFICATES
Procedures for Exchange of Certificates; Fractional Shares
At the Effective Time, each share of Newmont Gold Common Stock outstanding
(other than the Non-Participating Shares) will be converted into the right to
receive 1.025 shares of Newmont Mining Common Stock, except that cash will be
paid in lieu of fractional shares of Newmont Mining Common Stock. Pursuant to
23
<PAGE>
the Newmont Mining Rights Agreement, each share of Newmont Mining Common Stock
issued to the Newmont Gold stockholders pursuant to the Merger will be
accompanied by one Newmont Mining Share Purchase Right. See "Description of
Newmont Mining Capital Stock" for a description of the Newmont Mining Share
Purchase Rights.
The shares of Newmont Mining Common Stock outstanding immediately prior to
the Merger will be unaffected by the Merger, except for the issuance of the
additional shares of Newmont Mining Common Stock in the Merger.
Each holder of Newmont Gold Common Stock should carefully review the letter
of transmittal which accompanies this Prospectus. The letter of transmittal
contains instructions with respect to the surrender of certificates previously
representing Newmont Gold Common Stock to be exchanged for Newmont Mining
Common Stock.
As a result of the Merger, each certificate that previously represented
shares of Newmont Gold Common Stock (other than Non-Participating Shares) will
represent only the right to receive, upon surrender of such certificate,
certificates representing the number of whole shares of Newmont Mining Common
Stock into which the shares of Newmont Gold Common Stock were converted in the
Merger, cash in lieu of fractional shares of Newmont Mining Common Stock and
dividends to the extent described below.
Holders of certificates previously representing Newmont Gold Common Stock
will not be paid dividends or distributions on the Newmont Mining Common Stock
into which such shares have been converted with a record date after the
Effective Time, and will not be paid cash in lieu of fractional shares of
Newmont Mining Common Stock, until such certificates are surrendered to
ChaseMellon Shareholder Services, Inc. (the "Exchange Agent") for exchange.
When such certificates are surrendered, any unpaid dividends and any cash in
lieu of fractional shares of Newmont Mining Common Stock payable as described
below will be paid without interest.
In the event of a transfer of ownership of Newmont Gold Common Stock which
is not registered in the transfer records of Newmont Gold, a certificate
representing the proper number of shares of Newmont Mining Common Stock may be
issued to a person other than the person in whose name the certificate so
surrendered is registered, if such certificate shall be properly endorsed or
otherwise be in proper form for transfer and the person requesting such
issuance shall pay any transfer or other taxes required by reason of the
issuance of shares of Newmont Mining Common Stock to a person other than the
registered holder of such certificate or shall establish to the satisfaction
of Newmont Mining that such tax has been paid or is not applicable.
All shares of Newmont Mining Common Stock issued upon the surrender for
exchange of shares of Newmont Gold Common Stock (including any cash paid in
lieu of any fractional shares of Newmont Mining Common Stock) will be deemed
to have been issued (and paid) in full satisfaction of all rights pertaining
to such shares of Newmont Gold Common Stock.
No fractional shares of Newmont Mining Common Stock will be issued to any
Newmont Gold stockholder in connection with the consummation of the Merger. In
lieu of any such fractional shares, each holder of Newmont Gold Common Stock
who otherwise would be entitled to receive a fractional share of Newmont
Mining Common Stock pursuant to the Merger will be paid an amount in cash
equal to such holder's proportionate interest in the net proceeds from the
sale or sales in the open market by the Exchange Agent, on behalf of all such
holders, of the aggregate fractional shares of Newmont Mining Common Stock
(the "Excess Shares") that would have been issued in the Merger. As soon as
practicable following the Effective Time, the Exchange Agent will determine
the number of Excess Shares, if any, and the Exchange Agent, as agent of such
holders, will sell any such Excess Shares at the then prevailing prices on the
NYSE. The sale of the Excess Shares by the Exchange Agent will be executed on
the NYSE through one or more member firms of the NYSE and will be executed in
round lots to the extent practicable. The proceeds from such sale or sales
available for distribution to such holders will be reduced by the compensation
payable to the Exchange Agent and the
24
<PAGE>
expenses incurred by the Exchange Agent, in each case, in connection with such
sale or sales of the Excess Shares, including all related commissions,
transfer taxes and other out-of-pocket transaction costs. Until the net
proceeds of such sale or sales have been distributed to such holders, the
Exchange Agent will hold such proceeds in trust for such holders. As soon as
practicable after the determination of the amount of cash, if any, to be paid
to such holders in lieu of any fractional shares of Newmont Mining Common
Stock, the Exchange Agent will make available such amounts, without interest,
to such holders who have surrendered their certificates.
U.S. FEDERAL INCOME TAX CONSEQUENCES
The following summary describes the principal U.S. Federal income tax
consequences of the receipt of Newmont Mining Common Stock by a holder of
Newmont Gold Common Stock pursuant to the Merger contemplated by this
Prospectus. Except as specifically noted, this discussion applies only to a
U.S. Holder (as hereinafter defined). This summary applies only to Newmont
Gold Common Stock held as capital assets and does not address aspects of U.S.
Federal income tax that may be applicable to holders that are subject to
special tax rules, including, without limitation, insurance companies, tax-
exempt organizations, financial institutions, dealers or traders in securities
or currencies, foreign persons (except as described below under "--Foreign
Investment in Real Property Tax"), persons that have a "functional currency"
other than the U.S. dollar, persons who acquired shares of Newmont Gold Common
Stock pursuant to an exercise of employee stock options or rights or otherwise
as compensation and persons who hold shares of Newmont Gold Common Stock as a
position in a "straddle" or as part of a "hedging" or "conversion" transaction
for U.S. Federal income tax purposes. Moreover, this summary does not address
any tax consequences of the Merger to U.S. Holders who exercise appraisal
rights, if any. Also, the summary does not address state, local or foreign tax
consequences of the Merger. Consequently, each holder should consult such
holder's own tax advisor as to the specific tax consequences of the Merger to
such holder.
This discussion is based on current law and the opinion of White & Case LLP,
special U.S. tax counsel to Newmont Mining. Future legislative, judicial or
administrative changes or interpretations, which may be retroactive, could
alter or modify the statements set forth herein. The opinion of White & Case
LLP set forth in this summary is based on current law and on the assumptions
set forth herein. Neither Newmont Mining nor Newmont Gold have requested or
will request any ruling from the Internal Revenue Service as to the U.S.
Federal income tax consequences of the Merger. An opinion of counsel is not
binding on the Internal Revenue Service, and the Internal Revenue Service is
not precluded from taking contrary positions.
For purposes of this discussion, a "U.S. Holder" is a beneficial owner of
Newmont Gold Common Stock who for U.S. federal income tax purposes is (i) a
citizen or resident of the United States; (ii) a corporation or partnership
organized in or under the laws of the United States or any State thereof
(including the District of Columbia); (iii) an estate the income of which is
subject to U.S. Federal income taxation regardless of its source; or (iv) a
trust (a) the administration over which a United States court can exercise
primary supervision and (b) all of the substantial decisions of which one or
more United States persons have the authority to control. A "Non-U.S. Holder"
is a beneficial owner of Newmont Gold Common Stock other than a U.S. Holder.
HOLDERS OF NEWMONT GOLD COMMON STOCK ARE URGED TO CONSULT THEIR TAX ADVISORS
WITH REGARD TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR
PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES THAT MAY ARISE UNDER THE
LAWS OF ANY FOREIGN, STATE, LOCAL OR OTHER TAXING JURISDICTION.
General
Exchanges of Newmont Gold Common Stock for Newmont Mining Common Stock
pursuant to the Merger will be treated for U.S. Federal income tax purposes as
exchanges pursuant to a plan of reorganization within the meaning of Section
368(a) of the Internal Revenue Code of 1986, as amended (the "Code").
Consequently, no gain or loss will be recognized by U.S. Holders of Newmont
Gold Common Stock upon such exchanges, except as described below under "--Tax
Consequences to Holders of Newmont Gold Common Stock." This opinion is based
on certain assumptions, including that (i) the continuity of stockholder
interest requirement applicable to
25
<PAGE>
corporate reorganizations will be satisfied, (ii) Newmont Mining will continue
Newmont Gold's historic business or will use a significant portion of Newmont
Gold's historic business assets in a business and (iii) the Merger will
generally be consummated as contemplated by this Prospectus.
If the Merger is consummated as contemplated by this Prospectus and based on
the above assumptions, no gain or loss will be recognized by Newmont Mining or
Newmont Gold with respect to the exchange of Newmont Gold Common Stock and
Newmont Mining Common Stock as a result of the Merger.
Tax Consequences to Holders of Newmont Gold Common Stock
If the Merger is consummated as contemplated by this Prospectus and based on
the above assumptions, the principal U.S. Federal income tax consequences to
U.S. Holders who exchange Newmont Gold Common Stock pursuant to the Merger
will be as follows:
(i) no gain or loss will be recognized by a U.S. Holder on the exchange
of Newmont Gold Common Stock for Newmont Mining Common Stock, except as
described below with respect to the receipt of cash in lieu of fractional
shares of Newmont Mining Common Stock;
(ii) the aggregate adjusted tax basis of shares of Newmont Mining Common
Stock received by a U.S. Holder (including fractional shares of Newmont
Mining Common Stock deemed received and redeemed as described below) will
be the same as the aggregate adjusted tax basis of the Newmont Gold Common
Stock exchanged therefor;
(iii) the holding period of shares of Newmont Mining Common Stock
(including the holding period of fractional shares of Newmont Mining Common
Stock) received by a U.S. Holder will include the holding period of the
Newmont Gold Common Stock exchanged therefor; and
(iv) a U.S. Holder of Newmont Gold Common Stock who receives cash in lieu
of fractional shares of Newmont Mining Common Stock will be treated as
having received such fractional shares and then as having received such
cash in redemption of such fractional shares (a "deemed distribution").
Under Section 302 of the Code, provided that such deemed distribution is
"substantially disproportionate" with respect to such U.S. Holder or is
"not essentially equivalent to a dividend" after giving effect to the
constructive ownership rules of the Code, the U.S. Holder will generally
recognize capital gain or loss equal to the difference between the amount
of cash received and the U.S. Holder's adjusted tax basis in the fractional
share interest in Newmont Mining Common Stock. Such capital gain or loss
will be long-term capital gain or loss if the U.S. Holder's holding period
in the fractional shares is more than one year.
Foreign Investment in Real Property Tax
A Non-U.S. Holder of Newmont Gold Common Stock that has held more than 5% of
the outstanding Newmont Gold Common Stock at some time during the five-year
period ending on the date when such Non-U.S. Holder exchanges the Newmont Gold
Common Stock in the Merger may be subject to tax under the Foreign Investment
in Real Property Tax ("FIRPTA") provisions of the Code and the Treasury
Regulations promulgated thereunder unless certain certification and filing
requirements are satisfied. Any such Non-U.S. Holder should consult with its
own tax advisor regarding the application of the FIRPTA provisions to its
particular circumstances.
In addition, Newmont Mining should constitute a "United States real property
holding corporation" for U.S. Federal income tax purposes, and certain
dispositions of interests in Newmont Mining by a Non-U.S. Holder may be
subject to tax under the FIRPTA provisions. Non-U.S. Holders that acquire
shares of Newmont Mining Stock in the Merger should consult with their own tax
advisors generally as to the possible application to them of the FIRPTA
provisions with respect to their acquisition, holding and disposition of the
Newmont Mining Common Stock.
26
<PAGE>
ANTICIPATED ACCOUNTING TREATMENT
The Merger will be accounted for at historical costs, with the exception of
the minority interest which will be accounted for as a purchase. The purchase
price will be based on the value of shares of Newmont Mining Common Stock
issued to Newmont Gold stockholders pursuant to the Merger. The purchase price
of the minority interest in excess of the underlying carrying value of the
minority interest (including the deferred income tax effect) will be allocated
on a pro-rata basis to the assets and liabilities of Newmont Gold based on
their respective fair values at the date of acquisition.
APPRAISAL RIGHTS
Holders of Newmont Gold Common Stock are entitled to rights of appraisal
under Section 262 of the DGCL ("Section 262") in connection with the Merger.
Holders of Newmont Gold Common Stock who hold such shares of record on the
date of making a written demand for appraisal as described below and otherwise
comply fully with the procedures prescribed in Section 262 will be entitled to
a judicial determination of the "fair value" of their shares.
The following is a brief summary of the statutory procedures to be followed
by a holder of Newmont Gold Common Stock in order to perfect appraisal rights
under the DGCL.
ALTHOUGH SETTING FORTH THE MATERIAL TERMS OF SECTION 262, THIS SUMMARY IS
NOT INTENDED TO BE COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SECTION 262 WHICH IS ATTACHED HERETO AS APPENDIX B AND IS INCORPORATED HEREIN
BY REFERENCE. ANY NEWMONT GOLD STOCKHOLDER CONSIDERING DEMANDING APPRAISAL IS
ADVISED TO READ THE FULL TEXT OF SECTION 262 CONTAINED IN APPENDIX B AND TO
CONSULT LEGAL COUNSEL.
A record holder of shares of Newmont Gold Common Stock who makes the demand
described below with respect to such shares, and who otherwise complies with
the statutory requirements of Section 262, will be entitled to an appraisal by
the Delaware Court of Chancery (the "Delaware Court") of the fair value of his
or her shares of Newmont Gold Common Stock. All references in this summary of
appraisal rights to a "stockholder" or "holders of shares of Newmont Gold
Common Stock" are to the record holder or holders of shares of Newmont Gold
Common Stock.
Under Section 262, where a merger is accomplished pursuant to Section 253 of
the DGCL, either before or within 10 days after the effective date of the
merger each constituent corporation (or, after the effective date, the
surviving corporation) must notify the stockholders of each constituent
corporation entitled to appraisal rights of the merger and that appraisal
rights are available to such stockholders and include in each such notice a
copy of Section 262. The Notice of Merger which accompanies this Prospectus
shall constitute such notice to the record holders of Newmont Gold Common
Stock.
Holders of shares of Newmont Gold Common Stock who desire to exercise their
appraisal rights must deliver a written demand for appraisal to Newmont Gold
within 20 days after the date of mailing of the Notice of Merger. A demand for
appraisal must be executed by or on behalf of the stockholder of record and
must reasonably inform Newmont Gold of the identity of the stockholder of
record and that such stockholder intends thereby to demand appraisal of the
Newmont Gold Common Stock.
A stockholder who elects to exercise appraisal rights should mail or deliver
his or her written demand to:
Newmont Gold Company
1700 Lincoln Street
Denver, CO 80203
Attn: Secretary
A person having a beneficial interest in shares of Newmont Gold Common Stock
that are held of record in the name of another person, such as a broker,
fiduciary, depositary or other nominee, must act promptly to cause
27
<PAGE>
the record holder to follow the steps summarized herein properly and in a
timely manner to perfect appraisal rights. If the shares of Newmont Gold
Common Stock are owned of record by a person other than the beneficial owner,
including a broker, fiduciary (such as a trustee, guardian or custodian),
depositary or other nominee, such demand must be executed by or for the record
owner. If the shares of Newmont Gold Common Stock are owned of record by more
than one person, as in a joint tenancy or tenancy in common, such demand must
be executed by or for all joint owners. An authorized agent, including an
agent for two or more joint owners, may execute the demand for appraisal for a
stockholder of record; however, the agent must identify the record owner and
expressly disclose the fact that, in exercising the demand, such person is
acting as agent for the record owner. If a stockholder holds shares of Newmont
Gold Common Stock through a broker who in turn holds the shares through a
central securities depository nominee such as Cede & Co., a demand for
appraisal of such shares must be made by or on behalf of the depository
nominee and must identify the depository nominee as the record holder.
A record holder, such as a broker, fiduciary, depositary or other nominee,
who holds shares of Newmont Gold Common Stock as a nominee for others, may
exercise appraisal rights with respect to the shares held for all or less than
all beneficial owners of shares as to which such person is the record owner.
In such case, the written demand must set forth the number of shares covered
by such demand. Where the number of shares is not expressly stated, the demand
will be presumed to cover all shares of Newmont Gold Common Stock outstanding
in the name of such record holder.
Within 120 days after the Effective Time, either Newmont Gold or any
stockholder who has complied with the required conditions of Section 262 may
file a petition in the Delaware Court, with a copy served on Newmont Gold in
the case of a petition filed by a stockholder, demanding a determination of
the fair value of the shares of all dissenting stockholders. There is no
present intention on the part of Newmont Gold to file an appraisal petition,
and stockholders seeking to exercise appraisal rights should not assume that
Newmont Gold will file such a petition, or to initiate any negotiations with
respect to the fair value of such shares. Accordingly, holders of Newmont Gold
Common Stock who desire to have their shares appraised should initiate any
petitions necessary for the perfection of their appraisal rights within the
time periods and in the manner prescribed in Section 262. Within 120 days
after the Effective Time, any stockholder who has theretofore complied with
the applicable provisions of Section 262 will be entitled, upon written
request, to receive from Newmont Gold a statement setting forth the aggregate
number of shares of Newmont Gold Common Stock with respect to which demands
for appraisal were received by Newmont Gold and the number of holders of such
shares. Such statement must be mailed within 10 days after the written request
therefor has been received by Newmont Gold.
If a petition for an appraisal is timely filed, at the hearing on such
petition, the Delaware Court will determine which stockholders are entitled to
appraisal rights. The Delaware Court may require the stockholders who have
demanded an appraisal for their shares and who hold stock represented by
certificates to submit their certificates of stock to the Register in Chancery
for notation thereon of the pendency of the appraisal proceedings; and if any
stockholder fails to comply with such direction, the Delaware Court may
dismiss the proceedings as to such stockholder. Where proceedings are not
dismissed, the Delaware Court will appraise the shares of Newmont Gold Common
Stock owned by such stockholders, determining the fair value of such shares
exclusive of any element of value arising from the accomplishment or
expectation of the Merger, together with a fair rate of interest, if any, to
be paid upon the amount determined to be the fair value.
Although Newmont Mining believes that the consideration to be paid in the
Merger (the "Merger Consideration") is fair, no representation is made as to
the outcome of the appraisal of fair value as determined by the Delaware Court
and stockholders should recognize that such an appraisal could result in a
determination of a value higher or lower than, or the same as, the Merger.
Moreover, Newmont Gold does not anticipate offering more than the Merger
Consideration to any stockholder exercising appraisal rights and reserves the
right to assert, in any appraisal proceeding, that, for purposes of Section
262, the "fair value" of a share of Newmont Gold Common Stock is less than the
Merger Consideration. In determining "fair value", the Delaware Court is
required to take into account all relevant factors. In Weinberger v. UOP,
Inc., the Delaware Supreme Court
28
<PAGE>
discussed the factors that could be considered in determining fair value in an
appraisal proceeding, stating that "proof of value by any techniques or
methods which are generally considered acceptable in the financial community
and otherwise admissible in court" should be considered and that "[f]air price
obviously requires consideration of all relevant factors involving the value
of a company." The Delaware Supreme Court has stated that in making this
determination of fair value the court must consider market value, asset value,
dividends, earnings prospects, the nature of the enterprise and any other
facts which could be ascertained as of the date of the merger which throw any
light on future prospects of the merged corporation. Section 262 provides that
fair value is to be "exclusive of any element of value arising from the
accomplishment or expectation of the merger." In Cede & Co. v. Technicolor,
Inc., the Delaware Supreme Court stated that such exclusion is a "narrow
exclusion [that] does not encompass known elements of value," but which rather
applies only to the speculative elements of value arising from such
accomplishment or expectation. In Weinberger, the Delaware Supreme Court
construed Section 262 to mean that "elements of future value, including the
nature of the enterprise, which are known or susceptible of proof as of the
date of the merger and not the product of speculation, may be considered." In
addition, Delaware courts have decided that the statutory appraisal remedy,
depending on the factual circumstances, may or may not be a stockholder's
exclusive remedy in connection with transactions such as a merger.
Holders of shares of Newmont Gold Common Stock considering seeking appraisal
should recognize that the fair value of their shares determined under Section
262 could be more than, the same as or less than the consideration they are
entitled to receive in the Merger if they do not seek appraisal of their
shares. The cost of the appraisal proceedings may be determined by the
Delaware Court and taxed against the parties as the Delaware Court deems
equitable in the circumstances. However, costs do not include attorneys' and
expert witness fees. Each dissenting stockholder is responsible for his or her
attorneys' and expert witness expenses, although, upon application of a
dissenting stockholder of Newmont Gold, the Delaware Court may order that all
or a portion of the expenses incurred by any dissenting stockholder in
connection with the appraisal proceedings, including without limitation,
reasonable attorneys' fees and the fees and expenses of experts, be charged
pro rata against the value of all shares of stock entitled to appraisal.
Any holder of shares of Newmont Gold Common Stock who has duly demanded
appraisal in compliance with Section 262 will not be entitled to vote for any
purpose any shares subject to such demand or to receive payment of dividends
or other distributions on such shares, except for dividends or distributions
payable to stockholders of record at a date prior to the Effective Time.
At any time within 60 days after the Effective Time, any stockholder will
have the right to withdraw such demand for appraisal and to accept the terms
offered in the Merger; after this period, the stockholder may withdraw such
demand for appraisal only with the consent of Newmont Gold. If no petition for
appraisal is filed with the Delaware Court within 120 days after the Effective
Time, stockholders' rights to appraisal shall cease, and all holders of shares
of Newmont Gold Common Stock will be entitled to receive the Merger
Consideration. Inasmuch as Newmont Gold has no obligation to file such a
petition, and has no present intention to do so, any holder of shares of
Newmont Gold Common Stock who desires such a petition to be filed is advised
to file it on a timely basis. Any stockholder may withdraw such stockholder's
demand for appraisal by delivering to Newmont Gold a written withdrawal of his
or her demand for appraisal and acceptance of the Merger Consideration, except
(i) that any such attempt to withdraw made more than 60 days after the
Effective Time will require written approval of Newmont Gold and (ii) that no
appraisal proceeding in the Delaware Court shall be dismissed as to any
stockholder without the approval of the Delaware Court, and such approval may
be conditioned upon such terms as the Delaware Court deems just.
EFFECTIVE TIME
The Effective Time of the Merger will be when the Merger Certificate is
filed with the Delaware Secretary of State. It is expected that the Merger
Certificate will be filed 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.
29
<PAGE>
REGULATORY APPROVALS
Newmont Mining is not aware of any license or regulatory permit which is
material to its business and which is likely to be adversely affected by
consummation of the Merger or any approval or other action by any state,
federal or foreign government or governmental agency that would be required
prior to the Merger.
RESALE OF NEWMONT MINING COMMON STOCK
The Newmont Mining Common Stock issued pursuant to the Merger will not be
subject to any restrictions on transfer arising under the Act, except for
shares issued to any Newmont Gold stockholder who may be deemed to be an
"affiliate" of Newmont Mining or Newmont Gold for purposes of Rule 145 under
the Act. This Prospectus does not cover resales of Newmont Mining Common Stock
received by any person who may be deemed to be such an affiliate of Newmont
Mining or Newmont Gold.
MATERIAL CONTRACTS WITH NEWMONT GOLD
Pursuant to a letter agreement dated December 15, 1993 between Newmont Gold
and Newmont Mining (the "Purchase Agreement") entered into in connection with
the 1994 Transaction, Newmont Mining agreed to transfer all of its assets,
other than 85,850,101 shares of Newmont Gold Common Stock, to Newmont Gold. In
exchange for such assets, Newmont Gold agreed in the Purchase Agreement to
assume all of the liabilities (contingent or otherwise) of Newmont Mining,
other than Newmont Mining's obligation with respect to Newmont Mining's then
outstanding preferred stock (except accrued and unpaid dividends as of
December 31, 1993) and options to acquire Newmont Mining Common Stock. The
liabilities assumed by Newmont Gold include all liabilities of Newmont Mining
arising after completion of the 1994 Transaction. Since completion of the 1994
Transaction, Newmont Mining and Newmont Gold have maintained, through various
transactions, 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. See "The Companies--Newmont Mining."
Newmont Mining's directors are also directors of Newmont Gold, which has two
additional directors (i.e., Messrs. Quenon and Taranik) who are not affiliated
with Newmont Mining. All executive officers of Newmont Mining are executive
officers and employees of Newmont Gold. All salary and other compensation and
benefit costs are borne by Newmont Gold.
Newmont Gold's taxable income is included in the consolidated federal income
tax return of Newmont Mining, filed by Newmont Mining as parent, and certain
other state income tax returns Newmont Mining on a combined, consolidated or
unitary basis. Effective January 1, 1994, Newmont Mining and Newmont Gold
entered into a new tax sharing agreement for the allocation of federal, state
and foreign income taxes.
Under the agreement, Newmont Gold has succeeded to all Newmont Mining
federal, state and foreign income tax attributes existing as of December 31,
1993, and has assumed all Newmont Mining liabilities for federal, state and
foreign income taxes, interest and penalties attributable to tax periods
ending on or before December 31, 1993.
For all tax periods beginning after December 31, 1993, Newmont Gold
determines its federal, state and foreign income tax liability on a separate
return basis, which included the taxable income, loss, credits and other
relevant tax items attributable to all members of the Newmont Mining
consolidated, combined or unitary group that are owned directly or indirectly
by Newmont Gold.
Consistent therewith, Newmont Gold pays to Newmont Mining the greater of
regular corporate income tax or the corporate alternative minimum tax, as
applicable, computed on a separate return basis, including interest and
penalties. Newmont Gold tenders payment to Newmont Mining no later than the
time Newmont Gold is required to pay income tax to the Internal Revenue
Service or the relevant state or foreign taxing authorities had Newmont Gold
filed on a separate return basis.
Newmont Mining, in turn, pays to Newmont Gold amounts equal to the refunds
Newmont Gold would have been entitled to received had Newmont Gold filed
separate company returns, including interest and rebate of
30
<PAGE>
penalties. Newmont Mining tenders payment to Newmont Gold no later than the
time Newmont Gold would have been entitled to receive tax refunds from the
Internal Revenue Service or the relevant state or foreign taxing authorities
had Newmont Gold filed on a separate return basis.
Newmont Gold may deduct net operating losses from federal, state or foreign
taxable income as determined on a separate return basis. Such losses will be
given effect only to the extent that the losses reduced the actual tax
liability of the consolidated, combined or unitary group, or resulted in an
actual refund of tax to the group. Newmont Mining's obligation will not extend
to any interest on such taxes.
In the event that Newmont Gold fails to satisfy its obligations regarding
payment of federal, state or foreign income taxes, interest and penalties
under the agreement, Newmont Mining can seek payment of such obligations from
any member of the Newmont Mining consolidated or combined group that is owned
directly or indirectly by Newmont Gold.
31
<PAGE>
COMPARATIVE STOCK PRICES; DIVIDENDS
The Newmont Mining Common Stock is listed and principally traded on the NYSE
(under the symbol "NEM") and is also listed on the Paris Bourse, the Brussels
Stock Exchange, the Swiss Stock Exchanges and the Lima Stock Exchange.
Applications to list the Newmont Mining Common Stock to be issued pursuant to
Merger have been or will be filed with all exchanges on which the Newmont
Mining Common Stock is listed. The Newmont Gold Common Stock is listed on the
NYSE (under the symbol "NGC") and also is listed on the Paris Bourse.
Immediately following consummation of the Merger, Newmont Gold Common Stock
will be delisted from both such exchanges.
The following sets forth for the day indicated the last reported sale price,
as reported on the NYSE Composite Tape, of the Newmont Mining Common Stock and
the Newmont Gold Common Stock and the price of 1.025 shares of Newmont Mining
Common Stock based upon the last reported sale price of Newmont Mining Common
Stock for such day.
<TABLE>
<CAPTION>
PRICE PER 1.025
SHARES OF
NEWMONT MINING NEWMONT GOLD NEWMONT MINING
CLOSING PRICE CLOSING PRICE COMMON STOCK
-------------- ------------- ---------------
<S> <C> <C> <C>
September 28, 1998(/1/)............ $24.75 $26.75 $ 25.37
</TABLE>
- --------
(1) The last full trading day preceding the public announcement of the Merger.
The following table sets forth, for the periods indicated, the high and low
sale prices per share of the Newmont Mining Common Stock and the Newmont Gold
Common Stock as reported on the NYSE Composite Tape.
<TABLE>
<CAPTION>
NEWMONT
MINING COMMON NEWMONT GOLD
STOCK COMMON STOCK
------------- -------------
HIGH LOW HIGH LOW
------ ------ ------ ------
<S> <C> <C> <C> <C>
1995
First Quarter..................................... $43.88 $33.13 $43.88 $33.13
Second Quarter.................................... $45.25 $38.25 $45.25 $38.25
Third Quarter..................................... $46.25 $41.13 $46.25 $41.13
Fourth Quarter.................................... $46.00 $36.63 $44.25 $35.00
1996
First Quarter..................................... $60.75 $45.63 $60.50 $43.75
Second Quarter.................................... $60.50 $48.75 $62.25 $50.25
Third Quarter..................................... $54.75 $46.00 $55.75 $46.88
Fourth Quarter.................................... $53.13 $43.88 $51.38 $43.38
1997
First Quarter..................................... $47.50 $38.25 $49.00 $38.38
Second Quarter.................................... $39.88 $33.50 $40.88 $34.63
Third Quarter..................................... $45.88 $35.25 $47.00 $36.81
Fourth Quarter.................................... $45.63 $26.56 $47.50 $26.38
1998
First Quarter..................................... $31.63 $23.75 $32.88 $24.50
Second Quarter.................................... $34.88 $21.75 $35.63 $23.13
Third Quarter (through September 28, 1998)........ $25.25 $13.25 $26.94 $14.38
</TABLE>
On September 28, 1998, there were approximately 30,391 stockholders of
record of the Newmont Mining Common Stock.
32
<PAGE>
As of September 28, 1998, there were approximately 928 stockholders of
record of Newmont Gold Common Stock.
In 1998, Newmont Mining and Newmont Gold declared dividends of $0.03 per
share of common stock outstanding in each of the first three quarters. In
1997, Newmont Mining and Newmont Gold declared dividends of $0.12 per share of
common stock outstanding in each of the first three quarters and $0.03 per
share in the fourth quarter, or a total of $0.39 per share for such year.
Newmont Mining and Newmont Gold declared dividends of $0.12 per share of
common stock outstanding in each quarter of 1996, or a total of $0.48 per
share for such year. The determination of the amount of future dividends,
however, will be made by the Newmont Mining Board and the Newmont Gold Board
from time to time and will depend on Newmont Mining's and Newmont Gold's
future earnings, capital requirements, financial condition and other relevant
factors.
33
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The authorized capital of Newmont Mining consists of 5,000,000 shares of
Preferred Stock, par value $5.00 per share, issuable in series, of which
500,000 shares of Series A Junior Participating Preferred Stock, par value
$5.00 per share (the "Junior Preferred Shares"), were reserved for issuance as
of September 28, 1998, and 250,000,000 shares of Newmont Mining Common Stock,
par value $1.60 per share, of which 156,522,906 were issued and outstanding as
of September 28, 1998. Holders of Newmont Mining's capital stock have no
preemptive or subscription rights to purchase any securities of Newmont
Mining. All outstanding shares of capital stock of Newmont Mining are fully
paid and nonassessable.
DESCRIPTION OF NEWMONT MINING COMMON STOCK
The statements set forth below are summaries of certain provisions relating
to the Newmont Mining Common Stock. These summaries contain all material
provisions, but are subject to, and are qualified in their entirety by, the
provisions of the Newmont Mining's Restated Certificate Incorporation, as
amended by an amendment thereto (collectively, the "Newmont Mining
Certificate"), copies of which are filed as exhibits to the Registration
Statement. See "Available Information."
DIVIDEND RIGHTS
Subject to the prior rights as to dividends of any Preferred Stock which may
be outstanding from time to time, the Newmont Mining Common Stock is entitled
to such dividends out of assets legally available therefor at such times and
in such amounts as may be declared from time to time by the Newmont Mining
Directors.
VOTING RIGHTS
Subject to the voting rights, if any, of any Preferred Stock which may be
outstanding from time to time, all voting rights are vested in the holders of
shares of Newmont Mining Common Stock. Each outstanding share of Newmont
Mining Common Stock is entitled to one vote on all matters submitted to a vote
of the stockholders of the Newmont Mining. There is no cumulative voting. The
Newmont Mining Board is expressly authorized to adopt, amend or repeal the By-
Laws of Newmont Mining (the "Newmont Mining By-Laws") in any manner not
inconsistent with the laws of the State of Delaware or the Newmont Mining
Certificate, subject to the power of the stockholders of Newmont Mining to
adopt, amend or repeal the Newmont Mining By-Laws or to limit or restrict the
power of the Newmont Mining Board to adopt, amend or repeal the Newmont Mining
By-Laws, and Newmont Mining may in the Newmont Mining By-Laws confer powers
and authorities upon the Newmont Mining Board in addition to those conferred
upon it by statute.
LIQUIDATION RIGHTS
Subject to the prior rights of creditors and the holders of any Preferred
Stock which may be outstanding from time to time, the shares of Newmont Mining
Common Stock are entitled, in the event of voluntary or involuntary
liquidation, dissolution or winding up, to share pro rata in the distribution
of all remaining assets, which are legally available for distribution, after
payment of all debts and other liabilities.
REDEMPTION
The shares of Newmont Mining Common Stock are neither redeemable nor
convertible.
ANTI-TAKEOVER PROVISIONS
APPROVAL OF CERTAIN MERGERS, CONSOLIDATIONS, SALES AND LEASES
Article NINTH of the Newmont Mining Certificate provides that, with certain
exceptions noted below, the affirmative vote of the holders of four-fifths of
all classes of stock of Newmont Mining entitled to vote in elections of
directors (considered as one class) shall be required (a) for the adoption of
any agreement for the
34
<PAGE>
merger or consolidation of Newmont Mining with or into any other corporation,
or (b) to authorize any sale or lease of all or any substantial part of the
assets of the Newmont Mining to, or any sale or lease to Newmont Mining or any
subsidiary thereof in exchange for securities of Newmont Mining of any assets
(except assets having an aggregate fair market value of less than $10 million)
of, any other corporation, person or other entity if, in either case, as of
the record date for determination of stockholders entitled to notice thereof
or to vote thereon or consent thereto such other corporation, person or entity
is the beneficial owner, directly or indirectly, of more than 10% of all
outstanding shares of stock of Newmont Mining entitled to vote in elections of
directors (a "10% Holder") considered for the purposes of Article NINTH as one
class. Such affirmative vote or consent shall be in addition to the vote or
consent of the holders of the stock of Newmont Mining otherwise required by
law or any agreement between Newmont Mining and any national securities
exchange.
For the purposes of Article NINTH, any corporation, person or entity shall
be deemed to be the beneficial owner of any shares of stock of Newmont Mining
(i) which it has the right to acquire pursuant to any agreement, or upon
exercise of conversion rights, warrants or options, or otherwise, or (ii)
which are beneficially owned, directly or indirectly (including shares deemed
owned through application of clause (i) above) by any other corporation,
person or entity, with which it or its affiliates or associates (as defined in
the Newmont Mining Certificate) have any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting or disposing of
stock of Newmont Mining, or which is its affiliate or associate.
Article NINTH does not apply to any transaction with any other corporation,
person or entity (i) if the Newmont Mining Board has approved a memorandum of
understanding with such other corporation, person or entity with respect to
such transaction prior to the time that such other corporation, person or
entity shall have become a 10% Holder or (ii) in case of a corporation, if
Newmont Mining and its subsidiaries own a majority of the outstanding shares
of all classes of stock entitled to vote in elections of directors. Article
NINTH can be altered or repealed only upon the affirmative vote of the record
holders of four-fifths of all classes of stock of Newmont Mining entitled to
vote in elections of directors, considered as one class.
Article NINTH might be characterized as an anti-takeover provision since it
may render more difficult certain possible takeover proposals to acquire
control of Newmont Mining and may make removal of management of Newmont Mining
more difficult.
STOCKHOLDER RIGHTS PLAN
Each outstanding share of Newmont Mining Common Stock carries with it one
Newmont Mining Share Purchase Right. The terms of the Newmont Mining Share
Purchase Rights are set forth in the Newmont Mining Rights Agreement. The
following is a summary of the terms of the Newmont Mining Rights Agreement.
This summary contains all material provisions, but is subject to, and is
qualified in its entirety by reference to, the provisions of the Newmont
Mining Rights Agreement. A copy of the Newmont Mining Rights Agreement and the
amendments thereto are filed as exhibits to the Registration Statement. See
"Available Information."
Following the Distribution Date referred to below and except as described
below, each Newmont Mining Share Purchase Right entitles the registered holder
to purchase from Newmont Mining one five-hundredth of a share (a "Preferred
Share Fraction") of the Junior Preferred Shares, at a purchase price of $150
per Preferred Share Fraction, subject to adjustment (the "Purchase Price").
Unless earlier redeemed by Newmont Mining or expired as a result of the
occurrence of a transaction described in Section 13(d) of the Newmont Mining
Rights Agreement, the Newmont Mining Share Purchase Rights will expire at the
close of business on September 11, 2000 (the "Final Expiration Date").
Ownership of the Newmont Mining Share Purchase Rights is evidenced by
Newmont Mining Common Stock certificates representing shares then outstanding,
and no separate certificates representing the Newmont Mining Share Purchase
Rights have been distributed. The Newmont Mining Share Purchase Rights will
separate from the Newmont Mining Common Stock and a Distribution Date under
the Newmont Mining Rights Agreement (the "Distribution Date") will occur upon
the earlier of (i) the close of business on the tenth day
35
<PAGE>
after the date of a public announcement that a person (other than any Exempt
Person (as defined in the Newmont Mining Rights Agreement)) or group of
affiliated or associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 15% or more of the
outstanding Newmont Mining Common Stock (the "Stock Acquisition Date"), or
(ii) the close of business on the tenth business day after the date of the
commencement of a tender offer or exchange offer that would result in a person
or entity beneficially owning 15% or more of the outstanding Newmont Mining
Common Stock. Until a Distribution Date, (i) the Newmont Mining Share Purchase
Rights will be evidenced by the Newmont Mining Common Stock certificates and
will be transferred with and only with such Newmont Mining Common Stock
certificates and (ii) the transfer of any outstanding Newmont Mining Common
Stock certificates will also constitute a transfer of the Newmont Mining Share
Purchase Rights associated therewith.
Except in the circumstances described below, after the Distribution Date
each Newmont Mining Share Purchase Right will be exercisable into a Preferred
Share Fraction. Each Preferred Share Fraction carries voting and dividend
rights that are intended to produce the equivalent of one share of Newmont
Mining Common Stock, which rights are subject to adjustment in the event of
stock dividends, subdivisions and combinations with respect to the Newmont
Mining Common Stock. In lieu of issuing certificates for fractions of Junior
Preferred Shares (other than fractions which are integral multiples of one
five-hundredth of a share), Newmont Mining may pay cash in accordance with
Newmont Mining Rights Agreement.
If a person becomes an Acquiring Person other than pursuant to certain
Newmont Mining Board approved tender or exchange offers, each holder of a
Newmont Mining Share Purchase Right, at any time following the Distribution
Date, has the right to receive, upon exercise, Newmont Mining Common Stock
(or, in certain circumstances, cash, property or other securities of Newmont
Mining) having a value equal to two times the Purchase Price of the Newmont
Mining Share Purchase Right. In lieu of requiring payment of the Purchase
Price upon exercise of the Newmont Mining Share Purchase Right following any
such event, Newmont Mining may provide that each Newmont Mining Share Purchase
Right be exchanged for one share of Newmont Mining Common Stock (or cash,
property or other securities, as the case may be). Following the occurrence of
the event set forth in the first sentence of this paragraph, all Newmont
Mining Share Purchase Rights that are, or (under certain circumstances
specified in the Newmont Mining Rights Agreement) were, beneficially owned by
any Acquiring Person will be null and void.
In the event that, at any time following the Stock Acquisition Date, (i)
Newmont Mining is acquired in a merger or other business combination
transaction in which Newmont Mining is not the surviving corporation (other
than pursuant to certain tender or exchange offers approved by the Newmont
Mining Board), (ii) Newmont Mining is the surviving corporation of a
consolidation or merger in connection with which all or part of the
outstanding Newmont Mining Common Stock is changed into or exchanged for stock
or other securities of another corporation or cash or any other property, or
(iii) 50% or more of Newmont Mining's assets or earning power is sold or
transferred, each holder of a Newmont Mining Share Purchase Right (except
Newmont Mining Share Purchase Rights that previously have been voided as set
forth above) has the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the Purchase Price of the
Newmont Mining Share Purchase Right.
The Purchase Price payable, and the number of Preferred Share Fractions or
other securities or property issuable, upon exercise of the Newmont Mining
Share Purchase Rights is subject to adjustment to prevent dilution as a result
of certain events described in the Newmont Mining Rights Agreement.
Until a Newmont Mining Share Purchase Right is exercised, the holder
thereof, as such, has no rights as a stockholder of Newmont Mining. At any
time until the earlier of (i) the Stock Acquisition Date and (ii) the Final
Expiration Date (but in certain circumstances only with the concurrence of
Continuing Directors (as defined in the Newmont Mining Rights Agreement)),
Newmont Mining has the option to redeem the Newmont Mining Share Purchase
Rights in whole, but not in part, at a price of $0.01 per Newmont Mining Share
Purchase Right, subject to adjustment.
36
<PAGE>
Prior to the Distribution Date, Newmont Mining may supplement or amend the
Newmont Mining Rights Agreement without the approval of any holders of Newmont
Mining Common Stock. From and after the Distribution Date, Newmont Mining may
supplement or amend the Newmont Mining Rights Agreement without the approval
of any holders of Newmont Mining Share Purchase Rights under limited
circumstances. No supplement or amendment may be made that changes the
Redemption Price (as defined in the Newmont Mining Rights Agreement), the
Final Expiration Date, the Purchase Price or the number of Preferred Share
Fractions for which a Newmont Mining Share Purchase Right is exercisable.
The Newmont Mining Share Purchase Rights have certain anti-takeover effects.
The Newmont Mining Share Purchase Rights may cause substantial dilution to a
person or group that attempts to acquire Newmont Mining without conditioning
the offer on the Newmont Mining Share Purchase Rights being redeemed or a
substantial number of Newmont Mining Share Purchase Rights being acquired. The
Newmont Mining Share Purchase Rights should not interfere with any merger or
other business combination approved by the Newmont Mining Board because the
Newmont Mining Share Purchase Rights are either redeemable or are not
exercisable or do not go into effect under such circumstances.
DESCRIPTION OF PREFERRED STOCK
The statements set forth below are summaries of certain provisions relating
to the Preferred Stock of Newmont Mining. These summaries contain all material
provisions, but are subject to, and are qualified in their entirety by, the
provisions of the Newmont Mining Certificate of (which is filed as an exhibit
to the Registration Statement) and the Certificate of Designations for Junior
Preferred Shares described below. A form of the Certificate of Designations
for the Junior Preferred Shares is an exhibit to the Newmont Mining Rights
Agreement. The Newmont Mining Rights Agreement and the amendments thereto are
filed as exhibits to the Registration Statement. See "Available Information."
GENERAL
The Newmont Mining Certificate authorizes the issuance of 5,000,000 shares
of Preferred Stock, par value $5.00 per share, issuable in series. The Newmont
Mining Board has the power to fix various terms with respect to each series of
Preferred Stock, including voting powers, designations, preferences, the
relative participating and optional or other rights, qualifications,
limitations and restrictions as set forth in resolutions providing for the
issue thereof adopted by the Newmont Mining Board or a duly authorized
committee thereof. The Junior Preferred Shares that may be issued in
connection with the Newmont Mining Stockholder Rights Plan (see "Description
of Common Stock--Anti-Takeover Provisions--Stockholder Rights Plan") is the
only series of Preferred Stock that the Newmont Mining Board currently has
authorized for issuance by Newmont Mining.
JUNIOR PREFERRED SHARES
General. A total of 500,000 shares of Junior Preferred Shares have been
reserved for issuance upon exercise of the Newmont Mining Preferred Share
Purchase Rights. See "Description of Common Stock--Anti-Takeover Provisions--
Stockholder Rights Plan."
Dividend Rights. Each Junior Preferred Share has a preferential quarterly
dividend payable on the first day of January, April, July and October of each
year (or such other quarterly payment date as shall be specified by the
Newmont Mining Board) in an amount equal to 500 times the dividend (other than
a stock dividend) declared on each share of Common Stock, but in no event less
than $1.00.
Voting Rights. Each Junior Preferred Share will have 500 votes, subject to
adjustment as provided in the Certificate of Designations for the Junior
Preferred Shares, on all matters submitted to a vote of the stockholders of
the Newmont Mining and, except as provided in the Certificate of Designations
for the Junior Preferred Shares, the Newmont Mining Certificate or Newmont
Mining By-Laws, the holders of Junior Preferred Shares shall vote together as
one class.
37
<PAGE>
Liquidation Rights. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Newmont Mining, the holders of
Junior Preferred Shares will receive a preferred liquidation payment per share
equal to the greater of $500 per share (plus accrued dividends to the date of
distribution, whether or not earned or declared) or an amount per share equal
to 500 times the aggregate payment made per each share of Newmont Mining
Common Stock, in each case subject to adjustment as provided in the
Certificate of Designations for the Junior Preferred Shares.
Effect of Mergers, Consolidations, Sales and Leases. In the event of any
merger, consolidation, combination or other transaction in which shares of
Newmont Mining Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, each Junior Preferred Share will
be similarly exchanged or changed in an amount per share equal to 500 times
the aggregate amount and type of consideration received per share of Newmont
Mining Common Stock, subject to adjustment as provided in the Certificate of
Designations for the Junior Preferred Shares.
Ranking of Junior Preferred Shares. The Junior Preferred Shares rank junior
to all other series of the Corporation's Preferred Stock as to the payment of
dividends and the distribution of assets, unless the terms of any such series
shall provide otherwise.
COMPARISON OF RIGHTS OF HOLDERS OF NEWMONT MINING COMMON
STOCK AND NEWMONT GOLD COMMON STOCK
Pursuant to the Merger, outstanding shares of Newmont Mining Common Stock
(other than the Non-Participating Shares) will be converted into the right to
receive 1.025 shares of Newmont Mining Common Stock. Shares of Newmont Mining
Common Stock issued pursuant to the Merger will include Newmont Mining Share
Purchase Rights. The following is a summary of all material differences
between the rights of holders of Newmont Gold Common Stock and the rights of
holders of Newmont Mining Common Stock. As each of Newmont Gold and Newmont
Mining is organized under the laws of Delaware, these differences arise solely
from various provisions of the certificate of incorporation and by-laws of
each of Newmont Gold and Newmont Mining.
The following is a summary of the rights of stockholders under Newmont
Gold's Restated Certificate of Incorporation (the "Newmont Gold Certificate")
and the By-Laws of Newmont Gold (the "Newmont Gold By-Laws") as compared with
the material rights of Newmont Mining's stockholders under Newmont Mining
Certificate and Newmont Mining By-Laws. The summary is qualified in its
entirety by reference to the Newmont Gold Certificate, the Newmont Gold By-
Laws, the Newmont Mining Certificate and the Newmont Mining By-Laws, to which
stockholders of Newmont Gold are referred. The Newmont Gold Certificate and
the Newmont Gold By-Laws are exhibits to the 1997 Newmont Gold 10-K which is
incorporated herein by reference. See "Available Information" and
"Incorporation of Certain Information by Reference." The Newmont Mining
Certificate and the Newmont Mining By-Laws are filed as exhibits to the
Registration Statement.
SPECIAL MEETINGS OF STOCKHOLDERS
Under Delaware law, special meetings of the stockholders may be called by
the board of directors or such other persons as may be authorized by the
certificate of incorporation or by-laws. The Newmont Mining By-Laws provide
that a special meeting may be called by the Newmont Mining Board, the Chairman
of the Newmont Mining Board or the President. The Newmont Gold By-Laws provide
that a special meeting may be called by Newmont Gold Board, the Chairman of
the Newmont Gold Board or the President and shall be called by the Secretary
upon the written request, stating the purpose of the meeting, of stockholders
who together own of record a majority of the outstanding stock of any class
entitled to vote at such meeting.
38
<PAGE>
NUMBER OF DIRECTORS
Under Delaware law, the number of directors shall be fixed by or in the
manner provided in the by-laws, unless the certificate of incorporation fixes
the number of directors, in which case a change in the number of directors
shall be made only by amendment to the certificate of incorporation. The
Newmont Mining By-Laws provide that the Newmont Mining Board is to consist of
not less than eight nor more than fifteen directors, as shall be determined
from time to time by the affirmative vote of a majority of the directors then
in office. The Newmont Gold By-Laws provide that the Newmont Gold Board is to
consist of not less than one director, as shall be determined from time to
time by resolution of the Newmont Gold Board.
INDEMNIFICATION
The Newmont Mining Certificate and Newmont Gold By-Laws both provide that
directors and officers will be indemnified to the full extent permitted by
Delaware law. In addition, the Newmont Mining By-Laws provide for the
indemnification of directors, officers and persons serving at the request of
the respective corporations as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise to the fullest extent permitted by the DGCL. The Newmont Mining By-
Laws also provide that the corporation may extend this right of
indemnification to any other person to whom Newmont Mining is permitted to
provide indemnification. The Newmont Gold By-Laws do not provide for further
indemnification of other persons.
REMOVAL OF DIRECTORS
Delaware law provides generally that any director or the entire board of
directors may be removed, with or without cause. Neither the Newmont Mining
Certificate nor the Newmont Mining By-Laws contain any provisions regarding
the removal of directors.
The Newmont Gold By-Laws provide for the removal of any director with or
without cause by the stockholders.
AMENDMENT OF THE CERTIFICATE OF INCORPORATION
Under Delaware law, a corporation may amend its certificate of incorporation
if, among other things, such amendment is approved by a majority of the
outstanding stock entitled to vote. Whenever the certificate of incorporation
shall require for action by the board of directors or by the stockholders an
affirmative vote greater than that normally provided for by Delaware law, such
provision of the certificate of incorporation may not be amended or repealed
without such greater vote.
The Newmont Gold Certificate does not contain a provision requiring the vote
of a supermajority of the stockholders in order to amend such provision. The
Newmont Mining Certificate requires an affirmative vote of four-fifths of all
classes of stock to amend Article NINTH which is discussed above under
"Description of Newmont Mining Common Stock--Anti-Takeover Provisions--
Approval of Certain Mergers, Consolidations, Sales and Leases."
APPROVAL OF CERTAIN MERGERS, CONSOLIDATIONS, SALES AND LEASES
Under Delaware law, any merger, consolidation or sale of all or
substantially all of the assets of a corporation requires the approval of the
holders of a majority (unless the certificate of incorporation requires a
higher percentage) of the outstanding shares of such corporation entitled to
vote thereon. The Newmont Gold Certificate does not require a higher
percentage. Article NINTH of the Newmont Mining Certificate provides that,
with certain exceptions noted below, the affirmative vote of the holders of
four-fifths of all classes of stock of Newmont Mining entitled to vote in
elections of directors (considered as one class) shall be required (a) for the
adoption of an agreement for the merger or consolidation of Newmont Mining
with any other corporation or
39
<PAGE>
(b) to authorize any sale or lease of all or any substantial part of the
assets of Newmont Mining to, or any sale or lease to Newmont Mining or any
subsidiary thereof in exchange for securities of Newmont Mining of any assets
(except assets having an aggregate fair market value of less than $10 million)
of, any other corporation, person or entity if, in either case, such other
corporation, person or entity is a 10% Holder. Such affirmative vote or
consent shall be in addition to the vote of the holders of the stock of
Newmont Mining otherwise required by law or any agreement between Newmont
Mining and any national securities exchange. Article NINTH does not apply to
any transaction with any other corporation, person or entity (i) if the
Newmont Mining Board has approved a memorandum of understanding with such
other corporation, person or entity with respect to such transaction prior to
the time that such other corporation, person or entity shall have become a 10%
Holder or (ii) in case of a corporation, if Newmont Mining and its
subsidiaries own a majority of the outstanding shares of all classes of stock
entitled to vote in elections of directors. Article NINTH can be altered or
repealed only upon the affirmative vote of the record holders of four-fifths
of all classes of stock of Newmont Mining entitled to vote in elections of
directors, considered as one class. Article NINTH might be characterized as an
anti-takeover provision since it may render more difficult certain possible
takeover proposals to acquire control of Newmont Mining and make removal of
management of Newmont Mining more difficult.
STOCKHOLDER RIGHTS PLANS
Delaware laws permits the adoption of stockholder rights plans which may
have the effect of hindering changes in corporate control. For a summary of
the provisions of the stockholder rights plan of Newmont Mining, see
"Description of Newmont Mining Common Stock--Anti-Takeover Provisions--
Stockholder Rights Plan." Newmont Gold does not have a stockholder rights
plan.
LEGAL MATTERS
The validity of the Newmont Mining Common Stock and certain federal income
tax consequences of the Merger will be passed upon for Newmont Mining by White
& Case LLP, 1155 Avenue of the Americas, New York, New York 10036.
EXPERTS
The consolidated financial statements incorporated by reference in this
Prospectus have been audited by Arthur Andersen LLP and PricewaterhouseCoopers
LLP, independent accountants, as indicated in their reports with respect
thereto and are included herein in reliance upon the authority of said firms
as experts in giving said reports.
40
<PAGE>
APPENDIX A--OPINION OF CHASE SECURITIES INC.
September 28, 1998
The Special Committee of
the Board of Directors
Newmont Gold Company
1700 Lincoln Street
Denver, Colorado 80203
Members of the Special Committee of the Board of Directors:
You have informed us that Newmont Mining Corporation ("Newmont Mining"), NGC
Acquisition Co., a newly-formed, wholly-owned subsidiary of Newmont Mining
("Sub"), and Newmont Gold Company ("Newmont Gold") propose to enter into a
merger (the "Merger") of Sub with and into Newmont Gold pursuant to a
transaction in which each outstanding share of the common stock, par value
$.01 per share of Newmont Gold (the "Newmont Gold Shares") not owned by
Newmont Mining and its affiliates will be converted into the right to receive
1.025 shares (the "Exchange Ratio") of common stock, par value $1.60 per
share, of Newmont Mining, together with the related preferred share purchase
right (collectively, the "Newmont Mining Shares").
You have requested that we render our opinion as to the fairness, from a
financial point of view, to the holders (other than Newmont Mining and its
affiliates) of Newmont Gold Shares of the Exchange Ratio in the Merger.
In arriving at the opinion set forth below, we have, among other things:
(a) reviewed a draft of Newmont Mining's Form S-4 Registration Statement
(the "Registration Statement") in the form provided to us and have assumed
that the final form of the Registration Statement will not vary in any
regard that is material to our analysis;
(b) reviewed certain publicly available business and financial
information that we deemed relevant relating to Newmont Gold and Newmont
Mining and the industry in which they operate;
(c) reviewed certain internal non-public financial and operating data
provided to us by or on behalf of the managements of Newmont Mining and
Newmont Gold relating to such businesses, including certain forecast and
projection information as to the future financial results of such
businesses, as well as the amount and timing of the cost savings expected
to result from the Merger (the "Expected Cost Savings");
(d) discussed with members of the senior management and representatives
of Newmont Gold and Newmont Mining, the operations, historical financial
statements and future prospects (before and after giving effect to the
Merger) of Newmont Gold and Newmont Mining, as well as their views of the
business, operational and strategic benefits and other implications of the
Merger, including the Expected Cost Savings and such other matters as we
deemed necessary or appropriate;
(e) reviewed the historical stock prices and trading volumes for Newmont
Gold Shares and Newmont Mining Shares; and
(f) made such other analyses and examinations as we have deemed necessary
or appropriate.
We have assumed and relied upon, without assuming any responsibility for
verification, the accuracy and completeness of all of the financial and other
information provided to, discussed with, or reviewed by or for us, or publicly
available, for purposes of this opinion, and have further relied upon the
assurances of management of Newmont Gold and Newmont Mining that they are not
aware of any facts that would make such information inaccurate or misleading.
We have neither made nor obtained any independent evaluations or appraisals of
the assets or liabilities of Newmont Gold or Newmont Mining, nor have we
conducted a physical inspection of the properties and facilities of Newmont
Gold or Newmont Mining. We have assumed that the financial forecast and
A-1
<PAGE>
projection information and the Expected Cost Savings provided to or discussed
with us by or on behalf of Newmont Gold and Newmont Mining have been
reasonably determined on bases reflecting the best currently available
estimates and judgments of the managements of Newmont Gold and Newmont Mining
as to the future financial performance of Newmont Gold and Newmont Mining. We
express no view as to such forecast or projection information or the
assumptions on which they were based.
We have not been asked to consider, and this opinion does not in any manner
address, the prices at which the Newmont Gold Shares or the Newmont Mining
Shares will actually trade following the announcement or consummation of the
Merger. In addition, we were not requested to, and did not, solicit offers
from third parties to acquire all or part of Newmont Gold.
For purposes of rendering our opinion, we have assumed that all
governmental, regulatory or other consents and approvals relating to the
Merger will be obtained and that, in the course of obtaining any necessary
governmental, regulatory or other consents and approvals, or any amendments,
modifications, or waivers to any documents to which either Newmont Gold or
Newmont Mining is a party, no adverse restrictions will be imposed or
amendments, modifications or waivers made that would have any adverse effect
on Newmont Gold or Newmont Mining. In addition, we have assumed that the
Merger will qualify as a tax-free reorganization for U.S. federal income tax
purposes and that the consummation of the Merger will not give rise to any tax
or other liabilities of Newmont Gold, Newmont Mining or any holder of Newmont
Gold Shares. We have also assumed that Newmont Mining has no assets other than
Newmont Gold Shares and that Newmont Mining has no liabilities of any nature.
Our opinion herein is necessarily based on market, economic and other
conditions as they exist and can be evaluated on the date of this letter. Our
opinion is limited to the fairness, from a financial point of view, to the
holders (other than Newmont Mining and its affiliates) of Newmont Gold Shares
of the Exchange Ratio in the Merger, and we express no opinion as to the
merits of the underlying decision to engage in the Merger. This opinion does
not constitute a recommendation to any holder of Newmont Gold Shares as to
whether such holder should exercise its appraisal rights or take any action
with respect to the Merger or any matter related thereto.
Chase Securities Inc., as part of its financial advisory business, is
continually engaged in the valuation of businesses and their securities in
connection with mergers and acquisitions and valuations for estate, corporate
and other purposes. We have acted as financial advisor to the Special
Committee of the Board of Directors of Newmont Gold in connection with the
Merger and will receive a fee for rendering this opinion. In addition, Newmont
Gold has agreed to indemnify Chase Securities Inc. for certain liabilities
arising out of our engagement. As we have previously advised you, The Chase
Manhattan Corporation and its affiliates, including Chase Securities Inc., in
the ordinary course of business, have, from time to time, provided, and in the
future may continue to provide, commercial and/or investment banking services
to Newmont Gold and Newmont Mining. In the ordinary course of business, we or
our affiliates may trade in the debt and equity securities of Newmont Gold and
Newmont Mining for our own accounts and for the accounts of our customers and,
accordingly, may at any time hold a long or short position in such securities.
Based upon and subject to the foregoing, we are of the opinion, as of the
date hereof, that the Exchange Ratio in the Merger is fair, from a financial
point of view, to the holders of Newmont Gold Shares (other than Newmont
Mining and its affiliates).
This opinion is for the use and benefit of the Special Committee of the
Board of Directors of Newmont Gold in its evaluation of the Merger and shall
not be used for any other purpose without the prior written consent of Chase
Securities Inc. We hereby consent, however, to the inclusion of this opinion
as an appendix to the Registration Statement.
Very truly yours,
/s/ Chase Securities Inc.
---------------------
Chase Securities Inc.
A-2
<PAGE>
APPENDIX B--SECTION 262 OF THE DELAWARE
GENERAL CORPORATION LAW
262 APPRAISAL RIGHTS--(a) Any stockholder of a corporation of this State who
holds shares of stock on the date of the making of a demand pursuant to
subsection (d) of this section with respect to such shares, who continuously
holds such shares through the effective date of the merger or consolidation,
who has otherwise complied with subsection (d) of this section and who has
neither voted in favor of the merger or consolidation nor consented thereto in
writing pursuant to (S) 228 of this title shall be entitled to an appraisal by
the Court of Chancery of the fair value of the stockholder's shares of stock
under the circumstances described in subsections (b) and (c) of this section.
As used in this section, the word "stockholder" means a holder of record of
stock in a stock corporation and also a member of record of a nonstock
corporation; the words "stock" and "share" mean and include what is ordinarily
meant by those words and also membership or membership interest of a member of
a nonstock corporation; and the words "depository receipt" mean a receipt or
other instrument issued by a depository representing an interest in one or
more shares, or fractions thereof, solely of stock of a corporation, which
stock is deposited with the depository.
(b) Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to
be effected pursuant to (S) 251 (other than a merger effected pursuant to (S)
251(g) of this title), (S) 252, (S) 254, (S) 257, (S) 258, (S) 263 or (S) 264
of this title:
(1) Provided, however, that no appraisal rights under this section shall
be available for the shares of any class or series of stock, which stock,
or depository receipts in respect thereof, at the record date fixed to
determine the stockholders entitled to receive notice of and to vote at the
meeting of stockholders to act upon the agreement of merger or
consolidation, were either (i) listed on a national securities exchange or
designated as a national market system security on an interdealer quotation
system by the National Association of Securities Dealers, Inc. or (ii) held
of record by more than 2,000 holders; and further provided, that no
appraisal rights shall be available for any shares of stock of the
constituent corporation surviving a merger if the merger did not require
for its approval the vote of the stockholders of the surviving corporation
as provided in subsection (f) of (S)251 of this title.
(2) Notwithstanding paragraph (1) of this subsection, appraisal rights
under this section shall be available for the shares of any class or series
of stock of a constituent corporation if the holders thereof are required
by the terms of an agreement of merger or consolidation pursuant to (S)(S)
251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock
anything except:
a. Shares of stock of the corporation surviving or resulting from
such merger or consolidation, or depository receipts in respect
thereof;
b. Shares of stock of any other corporation, or depository receipts
in respect thereof, which shares of stock (or depository receipts in
respect thereof) or depository receipts at the effective date of the
merger or consolidation will be either listed on a national securities
exchange or designated as a national market system security on an
interdealer quotation system by the National Association of Securities
Dealers, Inc. or held of record by more than 2,000 holders;
c. Cash in lieu of fractional shares or fractional depository
receipts described in the foregoing subparagraphs a. and b. of this
paragraph; or
d. Any combination of the shares of stock, depository receipts and
cash in lieu of fractional shares or fractional depository receipts
described in the foregoing subparagraphs a., b. and c. of this
paragraph.
(3) In the event all of the stock of a subsidiary Delaware corporation
party to a merger effected under (S)253 of this title is not owned by the
parent corporation immediately prior to the merger, appraisal rights shall
be available for the shares of the subsidiary Delaware corporation.
(c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
B-1
<PAGE>
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets
of the corporation. If the certificate of incorporation contains such a
provision, the procedures of this section, including those set forth in
subsections (d) and (e) of this section, shall apply as nearly as is
practicable.
(d) Appraisal rights shall be perfected as follows:
(1) If a proposed merger or consolidation for which appraisal rights are
provided under this section is to be submitted for approval at a meeting of
stockholders, the corporation, not less than 20 days prior to the meeting,
shall notify each of its stockholders who was such on the record date for
such meeting with respect to shares for which appraisal rights are
available pursuant to subsections (b) or (c) hereof that appraisal rights
are available for any or all of the shares of the constituent corporations,
and shall include in such notice a copy of this section. Each stockholder
electing to demand the appraisal of his shares shall deliver to the
corporation, before the taking of the vote on the merger or consolidation,
a written demand for appraisal of his shares. Such demand will be
sufficient if it reasonably informs the corporation of the identity of the
stockholder and that the stockholder intends thereby to demand the
appraisal of his shares. A proxy or vote against the merger or
consolidation shall not constitute such a demand. A stockholder electing to
take such action must do so by a separate written demand as herein
provided. Within 10 days after the effective date of such merger or
consolidation, the surviving or resulting corporation shall notify each
stockholder of each constituent corporation who has complied with this
subsection and has not voted in favor of or consented to the merger or
consolidation of the date that the merger or consolidation has become
effective; or
(2) If the merger or consolidation was approved pursuant to (S)228 or
(S)253 of this title, each constituent corporation, either before the
effective date of the merger or consolidation or within ten days
thereafter, shall notify each of the holders of any class or series of
stock of such constituent corporation who are entitled to appraisal rights
of the approval of the merger or consolidation and that appraisal rights
are available for any or all shares of such class or series of stock of
such constituent corporation, and shall include in such notice a copy of
this section; provided that, if the notice is given on or after the
effective date of the merger or consolidation, such notice shall be given
by the surviving or resulting corporation to all such holders of any class
or series of stock of a constituent corporation that are entitled to
appraisal rights. Such notice may, and, if given on or after the effective
date of the merger or consolidation, shall, also notify such stockholders
of the effective date of the merger or consolidation. Any stockholder
entitled to appraisal rights may, within 20 days after the date of mailing
of such notice, demand in writing from the surviving or resulting
corporation the appraisal of such holder's shares. Such demand will be
sufficient if it reasonably informs the corporation of the identity of the
stockholder and that the stockholder intends thereby to demand the
appraisal of such holder's shares. If such notice did not notify
stockholders of the effective date of the merger or consolidation, either
(i) each such constituent corporation shall send a second notice before the
effective date of the merger or consolidation notifying each of the holders
of any class or series of stock of such constituent corporation that are
entitled to appraisal rights of the effective date of the merger or
consolidation or (ii) the surviving or resulting corporation shall send
such a second notice to all such holders on or within 10 days after such
effective date; provided, however, that if such second notice is sent more
than 20 days following the sending of the first notice, such second notice
need only be sent to each stockholder who is entitled to appraisal rights
and who has demanded appraisal of such holder's shares in accordance with
this subsection. An affidavit of the secretary or assistant secretary or of
the transfer agent of the corporation that is required to give either
notice that such notice has been given shall, in the absence of fraud, be
prima facie evidence of the facts stated therein. For purposes of
determining the stockholders entitled to receive either notice, each
constituent corporation may fix, in advance, a record date that shall be
not more than 10 days prior to the date the notice is given, provided, that
if the notice is given on or after the effective date of the merger or
consolidation, the record date shall be such effective date. If no record
date is fixed and the notice is given prior to the effective date, the
record date shall be the close of business on the day next preceding the
day on which the notice is given.
B-2
<PAGE>
(e) Within 120 days after the effective date of the merger or consolidation,
the surviving or resulting corporation or any stockholder who has complied
with subsections (a) and (d) hereof and who is otherwise entitled to appraisal
rights, may file a petition in the Court of Chancery demanding a determination
of the value of the stock of all such stockholders. Notwithstanding the
foregoing, at any time within 60 days after the effective date of the merger
or consolidation, any stockholder shall have the right to withdraw his demand
for appraisal and to accept the terms offered upon the merger or
consolidation. Within 120 days after the effective date of the merger or
consolidation, any stockholder who has complied with the requirements of
subsections (a) and (d) hereof, upon written request, shall be entitled to
receive from the corporation surviving the merger or resulting from the
consolidation a statement setting forth the aggregate number of shares not
voted in favor of the merger or consolidation and with respect to which
demands for appraisal have been received and the aggregate number of holders
of such shares. Such written statement shall be mailed to the stockholder
within 10 days after his written request for such a statement is received by
the surviving or resulting corporation or within 10 days after expiration of
the period for delivery of demands for appraisal under subsection (d) hereof,
whichever is later.
(f) Upon the filing of any such petition by a stockholder, service of a copy
thereof shall be made upon the surviving or resulting corporation, which shall
within 20 days after such service file in the office of the Register in
Chancery in which the petition was filed a duly verified list containing the
names and address of all stockholders who have demanded payment for their
shares and with whom agreements as to the value of their shares have not been
reached by the surviving or resulting corporation. If the petition shall be
filed by the surviving or resulting corporation, the petition shall be
accompanied by such a duly verified list. The Register in Chancery, if so
ordered by the Court, shall give notice of the time and place fixed for the
hearing of such petition by registered or certified mail to the surviving or
resulting corporation and to the stockholders shown on the list at the
addresses therein stated. Such notice shall also be given by 1 or more
publications at least 1 week before the day of the hearing, in a newspaper of
general circulation published in the City of Wilmington, Delaware or such
publication as the Court deems advisable. The forms of the notices by mail and
by publication shall be approved by the Court, and the costs thereof shall be
borne by the surviving or resulting corporation.
(g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with this section and who have become entitled
to appraisal rights. The Court may require the stockholders who have demanded
an appraisal for their shares and who hold stock represented by certificates
to submit their certificates of stock to the Register in Chancery for notation
thereon of the pendency of the appraisal proceedings; and if any stockholder
fails to comply with such direction, the Court may dismiss the proceedings as
to such stockholder.
(h) After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares, determining their fair value exclusive of any
element of value arising from the accomplishment or expectation of the merger
or consolidation, together with a fair rate of interest, if any, to be paid
upon the amount determined to be the fair value. In determining such fair
value, the Court shall take into account all relevant factors. In determining
the fair rate of interest, the Court may consider all relevant factors,
including the rate of interest which the surviving or resulting corporation
would have had to pay to borrow money during the pendency of the proceeding.
Upon application by the surviving or resulting corporation or by any
stockholder entitled to participate in the appraisal proceeding, the Court
may, in its discretion, permit discovery or other pretrial proceedings and may
proceed to trial upon the appraisal prior to the final determination of the
stockholder entitled to an appraisal. Any stockholder whose name appears on
the list filed by the surviving or resulting corporation pursuant to
subsection (f) of this section and who has submitted his certificates of stock
to the Register in Chancery, if such is required, may participate fully in all
proceedings until it is finally determined that he is not entitled to
appraisal rights under this section.
(i) The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to
the stockholders entitled thereto. Interest may be simple or compound, as the
Court may direct. Payment shall be so made to each such stockholder, in the
case of holders of uncertificated stock forthwith, and the case of holders of
shares represented by certificates upon the surrender to the corporation
B-3
<PAGE>
of the certificates representing such stock. The Court's decree may be
enforced as other decrees in the Court of Chancery may be enforced, whether
such surviving or resulting corporation be a corporation of this State or of
any state.
(j) The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon
application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against the value of all
the shares entitled to an appraisal.
(k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded his appraisal rights as provided in subsection
(d) of this section shall be entitled to vote such stock for any purpose or to
receive payment of dividends or other distributions on the stock (except
dividends or other distributions payable to stockholders of record at a date
which is prior to the effective date of the merger or consolidation),
provided, however, that if no petition for an appraisal shall be filed within
the time provided in subsection (e) of this section, or if such stockholder
shall deliver to the surviving or resulting corporation a written withdrawal
of his demand for an appraisal and an acceptance of the merger or
consolidation, either within 60 days after the effective date of the merger or
consolidation as provided in subsection (e) of this section or thereafter with
the written approval of the corporation, then the right of such stockholder to
an appraisal shall cease. Notwithstanding the foregoing, no appraisal
proceeding in the Court of Chancery shall be dismissed as to any stockholder
without the approval of the Court, and such approval may be conditioned upon
such terms as the Court deems just.
(1) The shares of the surviving or resulting corporation to which the shares
of such objecting stockholders would have been converted had they assented to
the merger or consolidation shall have the status of authorized and unissued
shares of the surviving or resulting corporation.
B-4
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR ANY OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF NEWMONT MINING SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
-----------------
TABLE OF CONTENTS
PROSPECTUS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information..................................................... 2
Incorporation of Certain Documents By Reference........................... 2
Forward Looking Statements................................................ 3
Risk Factors.............................................................. 4
The Companies............................................................. 9
Selected Consolidated Financial Data of Newmont Mining.................... 11
Selected Consolidated Financial and Operating Data of Newmont Gold........ 12
Pro Forma Consolidated Income Statements and Balance Sheet and Certain Per
Share Data............................................................... 13
The Merger................................................................ 18
Comparative Stock Prices; Dividends....................................... 32
Description of Capital Stock.............................................. 34
Description of Newmont Mining Common Stock................................ 34
Description of Preferred Stock............................................ 37
Comparison of Rights of Holders of Newmont Mining Common Stock and Newmont
Gold Common Stock........................................................ 38
Legal Matters............................................................. 40
Experts................................................................... 40
Opinion of Chase Securities Inc........................................... A-1
Section 262 of the Delaware General Corporation Law....................... B-1
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NEWMONT MINING CORPORATION
COMMON STOCK
(PAR VALUE $1.60 PER SHARE)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes and empowers
Newmont Mining to indemnify the directors, officers, employees and agents of
Newmont Mining against liabilities incurred in connection with, and related
expenses resulting from, any claim, action or suit brought against any such
person as a result of his or her relationship with Newmont Mining, provided
that such persons acted in good faith and in a manner such person reasonably
believed to be in, or not opposed to, the best interests of Newmont Mining in
connection with the acts or events on which such claim, action or suit is
based. The finding of either civil or criminal liability on the part of such
person in connection with such acts or events is not necessarily determinative
of the question of whether such person has met the required standard of
conduct and is, accordingly, entitled to be indemnified. The foregoing
statements are subject to the detailed provisions of Section 145 of the
General Corporation Law of the State of Delaware.
The By-Laws of Newmont Mining provide that each person who at any time is or
shall have been a director or officer of Newmont Mining, or is or shall have
been serving another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise in any capacity at the request of Newmont
Mining, and his or her heirs, executors and administrators, shall be
indemnified by Newmont Mining in accordance with and to the full extent
permitted by the General Corporation Law of the State of Delaware. Section 6
of the By-Laws of Newmont Mining facilitates enforcement of the right of
directors and owners to be indemnified by establishing such right as a
contract right pursuant to which the person entitled thereto may bring suit as
if the indemnification provisions of the By-Laws were set forth in a separate
written contract between Newmont Mining and the director or officer.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
------- ------------------------
<C> <S>
*2.1 --Certificate of Ownership and Merger dated as of , 1998.
4.1 --Restated Certificate of Incorporation dated as of July 13, 1987.
Incorporated by reference to Exhibit 3 to the Registrant's Form 10-K
for the year ended December 31, 1987.
4.2 --Amendment to the Restated Certificate of Incorporation dated May 5,
1997. Incorporated by reference to Exhibit 4.2 to the Registrant's
Registration Statement on Form S-3 (Registration No. 333-59141).
4.3 --By-Laws as amended through November 1, 1993 and adopted November 1,
1993. Incorporated by reference to Exhibit 3(b) to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993.
4.4 --Rights Agreement dated August 30, 1990 (the "Rights Agreement")
between the Registrant and Chase Manhattan Bank, as successor Rights
Agent. Incorporated by reference to Exhibit 1 to the Registrant's
Registration Statement on Form 8-A dated August 31, 1990.
4.5 --First Amendment dated November 27, 1990 to the Rights Agreement.
Incorporated by reference to Exhibit 2 to the Registrant's Form 8
dated December 7, 1990.
4.6 --Second Amendment dated December 7, 1990 to the Rights Agreement.
Incorporated by reference to Exhibit 3 to the Registrant's Form 8
dated December 7, 1990.
4.7 --Third Amendment dated February 26, 1992 to the Rights Agreement.
Incorporated by reference to Exhibit 4 to the Registrant's Form 8
dated March 17, 1992.
5.1 --Opinion of White & Case LLP as to the validity of the shares being
registered.
*8.1 --Tax Opinion of White & Case LLP.
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
------- ------------------------
<C> <S>
23.1 --Consents of Arthur Andersen LLP.
23.2 --Consent of PricewaterhouseCoopers LLP.
23.3 --Consent of White & Case LLP (included in Exhibit 5).
*23.4 --Consent of White & Case LLP (included in Exhibit 8.1).
23.5 --Consent of Chase Securities Inc.
24 --Power of Attorney of certain officers and directors.
</TABLE>
- --------
* To be filed by amendment.
ITEM 22. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) that, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
(2) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items
of applicable form;
(3) That every prospectus: (i) that is filed pursuant to paragraph (1)
immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an amendment to
the registration statement and will not be used until such amendment is
effective, and that, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof;
(4) to respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this
Form S-4, within one business day of receipt of such request, and to send
the incorporated documents by first class mail or other equally prompt
means. This includes information contained in documents filed subsequent to
the effective date of the registration statement through the date of
responding to the request; and
(5) to supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration statement when
it became effective.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of Newmont Mining
pursuant to the foregoing provisions, or otherwise, Newmont Mining has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by Newmont Mining of expenses incurred or paid by a director,
officer or controlling person of Newmont Mining in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, Newmont
Mining will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-2
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-4 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF DENVER, STATE OF COLORADO, ON THE 30TH DAY OF
SEPTEMBER, 1998.
Newmont Mining Corporation
/s/ Timothy J. Schmitt
By __________________________________
TIMOTHY J. SCHMITT
VICE PRESIDENT, SECRETARY AND
ASSISTANT GENERAL COUNSEL
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURES TITLE DATE
* Chairman, President September 16,
- ------------------------------------- and Chief Executive 1998
RONALD C. CAMBRE Officer and Director
(Principal Executive
Officer)
* Director September 16,
- ------------------------------------- 1998
JAMES T. CURRY, JR.
* Director September 16,
- ------------------------------------- 1998
JOSEPH P. FLANNERY
* Director September 16,
- ------------------------------------- 1998
LEO I. HIGDON, JR.
* Director September 16,
- ------------------------------------- 1998
THOMAS A. HOLMES
* Director September 16,
- ------------------------------------- 1998
GEORGE B. MUNROE
* Director September 16,
- ------------------------------------- 1998
ROBIN A. PLUMBRIDGE
II-3
<PAGE>
SIGNATURES TITLE DATE
* Director September 16,
- ------------------------------------- 1998
MICHAEL K. REILLY
* Director September 16,
- ------------------------------------- 1998
JEAN HEAD SISCO
* Director September 16,
- ------------------------------------- 1998
WILLIAM I.M. TURNER, JR.
* Executive Vice September 16,
- ------------------------------------- President and Chief 1998
WAYNE W. MURDY Financial Officer
(Principal Financial
Officer)
* Controller September 16,
- ------------------------------------- (Principal 1998
LINDA K. WHEELER Accounting Officer)
/s/ Timothy J. Schmitt
*By _________________________________
TIMOTHY J. SCHMITT AS
ATTORNEY-IN-FACT
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
------- ------------------------
<C> <S>
*2.1 --Certificate of Ownership and Merger dated as of , 1998.
4.1 --Restated Certificate of Incorporation dated as of July 13, 1987.
Incorporated by reference to Exhibit 3 to the Registrant's Form 10-K
for the year ended December 31, 1987.
4.2 --Amendment to the Restated Certificate of Incorporation dated May 5,
1997. Incorporated by reference to Exhibit 4.2 to the Registrant's
Registration Statement on Form S-3 (Registration No. 333-59141).
4.3 --By-Laws as amended through November 1, 1993 and adopted November 1,
1993. Incorporated by reference to Exhibit 3(b) to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993.
4.4 --Rights Agreement dated August 30, 1990 (the "Rights Agreement")
between the Registrant and Chase Manhattan Bank, as successor Rights
Agent. Incorporated by reference to Exhibit 1 to the Registrant's
Registration Statement on Form 8-A dated August 31, 1990.
4.5 --First Amendment dated November 27, 1990 to the Rights Agreement.
Incorporated by reference to Exhibit 2 to the Registrant's Form 8
dated December 7, 1990.
4.6 --Second Amendment dated December 7, 1990 to the Rights Agreement.
Incorporated by reference to Exhibit 3 to the Registrant's Form 8
dated December 7, 1990.
4.7 --Third Amendment dated February 26, 1992 to the Rights Agreement.
Incorporated by reference to Exhibit 4 to the Registrant's Form 8
dated March 17, 1992.
5.1 --Opinion of White & Case LLP as to the validity of the shares being
registered.
*8.1 --Tax Opinion of White & Case LLP.
23.1 --Consents of Arthur Andersen LLP.
23.2 --Consent of PricewaterhouseCoopers LLP.
23.3 --Consent of White & Case LLP (included in Exhibit 5).
*23.4 --Consent of White & Case LLP (included in Exhibit 8.1).
23.5 --Consent of Chase Securities Inc.
24 --Power of Attorney of certain officers and directors.
</TABLE>
- --------
* To be filed by amendment.
1
<PAGE>
[WHITE & CASE LLP LETTERHEAD]
EXHIBIT 5.1
September 30, 1998
Newmont Mining Corporation
1700 Lincoln Street
Denver, CO 80203
Ladies and Gentlemen:
We have acted as counsel for Newmont Mining Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), of the Registration
Statement on Form S-4 (the "Registration Statement") relating to the proposed
issuance of up to 10,694,245 shares (the "Shares") of common stock, par value
$1.60 per share, of the Company (the "Company Common Stock") which are
proposed to be issued by the Company in connection with the merger (the
"Merger") of Newmont Gold Company, a Delaware corporation ("NGC") and NGC
Acquisition Co., a Delaware corporation and a wholly-owned subsidiary of the
Company. Pursuant to the Merger, all shares of NGC common stock (other than
those held in NGC's treasury or by any subsidiary of Newmont Mining which will
be cancelled and other than shares of NGC common stock, if any, held by
stockholders who perfect their appraisal rights under Delaware law) will be
converted into the right to receive 1.025 shares of Company Common Stock.
We have examined such certificates of public officials, certificates of
corporate agents and certificates of officers of the Company, and the
originals (or copies thereof certified to our satisfaction) of such corporate
documents and records of the Company, and such other documents, records and
papers as we have deemed relevant in order to give the opinions hereinafter
set forth. In this connection, we have assumed the genuineness of signatures
on and the authenticity of all documents so examined. Also, we have relied
upon such certificates of public officials, corporate agents and officers of
the Company and such other certifications with respect to the accuracy of
material factual matters contained therein which were not independently
established.
Based upon the foregoing, it is our opinion that, when the Registration
Statement has become effective under the Securities Act, the Merger has become
effective in accordance with the General Corporation Law of the State of
Delaware, the certificates representing the Shares have been duly signed by
the Company and countersigned by the transfer agent and registrar of the
Company, and the Shares have been issued and delivered as contemplated by the
Registration Statement, the Shares will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus forming part of the Registration Statement. In
giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Securities Act or
the rules and regulations of the Commission.
Very truly yours,
/s/ White & Case LLP
MSB:JMC:PCB
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
included in this registration statement and to the incorporation by reference in
this registration statement of our report dated January 27, 1998 included in
Newmont Mining Corporation's Form 10-K for the year ended December 31, 1997 and
to all references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado,
September 28, 1998
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
included in this registration statement and to the incorporation by reference in
this registration statement of our report dated January 27, 1998 included in
Newmont Gold Company's Form 10-K for the year ended December, 31 1997 and
to all references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado,
September 28, 1998
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-4 of Newmont Mining
Corporation of our report dated February 1, 1997, except for the fifth paragraph
of Note 1, which is as of March 10, 1997, pertaining to the consolidated
financial statements of Santa Fe Pacific Gold Corporation and Subsidiaries which
appears on page 21 of Newmont Mining Corporation's Annual Report on Form 10-K
for the year ended December 31, 1997 and on page 39 of Newmont Gold Company's
Annual Report on Form 10-K for the year ended December 31, 1997. It should be
noted, however, that such financial statements are not included in such Annual
Reports on Form 10-K. We also consent to the reference to us under the heading
"Experts" in such Prospectus.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Phoenix, Arizona
September 29, 1998
<PAGE>
[CHASE SECURITIES INC. LETTERHEAD]
EXHIBIT 23.5
September 29, 1998
The Special Committee of
the Board of Directors
Newmont Gold Company
1700 Lincoln Street
Denver, Colorado 80203
Re: Registration Statement of Newmont Mining Corporation,
relating to the Common Stock, par value $1.60 per share,
being registered in connection with the Merger of NGC
Acquisition Co. with and into Newmont Gold Company
Members of the Special Committee of the Board of Directors:
Reference is made to our opinion letter dated September 28, 1998 with
respect to the merger of Newmont Gold Company ("Newmont Gold") with and into
NGC Acquisition Co., a newly formed, wholly owned subsidiary of Newmont Mining
Corporation.
The foregoing opinion letter is for the information and assistance of the
Special Committee of the Board of Directors of Newmont Gold in connection with
its consideration of the transaction contemplated therein and is not to be
used, circulated, quoted or otherwise referred to for any other purpose, nor
is it to be filed with, included in or referred to in whole or in part in any
registration statement, proxy statement or other document, except in
accordance with our written consent.
In that regard, we hereby consent to the reference to the opinion of Chase
Securities Inc. under the captions "The Merger--Background of the Merger" and
"The Merger--Opinion of Special Committee's Financial Advisor" and to the
inclusion of the foregoing opinion as an appendix to the above-mentioned
Registration Statement. In giving such consent, we do not thereby admit that
we come within the category of person whose consent is required under Section
7 of the Securities Act of 1933, as amended, or the rules and regulations of
the Securities Exchange Commission thereunder.
Very truly yours,
CHASE SECURITIES INC.
/s/ Kevin D. McQuilkin
By __________________________________
Name: Kevin D. McQuilkin
Title: Managing Director
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Joy E. Hansen and Timothy J. Schmitt his
true and lawful attorney-in-fact and agent, with full power of substitution and
revocation, in his name and on his behalf, to do any and all acts and things and
to execute any and all instruments which said attorney-in-fact and agent may
deem necessary or advisable to enable Newmont Mining Corporation (the
"Corporation") to comply with the Securities Act of 1933, as amended (the
"Act"), and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under the Act of Common Stock of the Corporation to be issued in connection with
the proposed merger of Newmont Gold Company and a wholly-owned subsidiary of the
Corporation, including power and authority to sign his name in any and all
capacities (including his capacity as a Director and/or Officer of the
Corporation) to a Registration Statement on Form S-4 or such other form as may
be appropriate, and to any and all amendments, including post-effective
amendments, to such Registration Statement, and to any and all instruments or
documents filed as part of or in connection with such Registration Statement or
any amendments thereto; and the undersigned hereby ratifies and confirms all
that said attorney-in-fact and agent shall lawfully do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned have subscribed these presents as of
the 16th day of September, 1998.
SIGNATURES TITLE
---------- -----
/s/Ronald C. Cambre
______________________ Chairman, President and Chief
Ronald C. Cambre Executive Officer and Director
(Principal Executive Officer)
/s/James T. Curry, Jr.
______________________ Director
James T. Curry, Jr.
/s/Joseph P. Flannery
______________________ Director
Joseph P. Flannery
/s/Leo I. Higdon, Jr.
______________________ Director
Leo I. Higdon, Jr.
<PAGE>
/s/Thomas A. Holmes
______________________ Director
Thomas A. Holmes
/s/Robin A. Plumbridge
______________________ Director
Robin A. Plumbridge
/s/Michael K. Reilly
______________________ Director
Michael K. Reilly
/s/Jean Head Sisco
______________________ Director
Jean Head Sisco
/s/William I. M. Turner, Jr.
___________________________ Director
William I. M. Turner, Jr.
/s/Wayne W. Murdy Executive Vice President and
______________________ Chief Financial Officer (Principal
Wayne W. Murdy Financial Officer)
/s/Linda K. Wheeler
______________________ Controller
Linda K. Wheeler (Principal Accounting Officer)
