<PAGE> 1
FORM 11-K
[x] ANNUAL REPORTS
PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT
PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
[NO FEE REQUIRED]
For the transition period from to
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Commission file number 1-1153
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
---------------------------------
(Title of Plans)
NEWMONT MINING CORPORATION
--------------------------
(Issuer of Securities)
1700 Lincoln Street, Denver, Colorado 80203
-------------------------------------------
(Principal Executive Office)
<PAGE> 2
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
AS OF DECEMBER 31, 1997 AND 1996
TOGETHER WITH REPORT OF INDEPENDENT
PUBLIC ACCOUNTANTS
<PAGE> 3
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
<TABLE>
<CAPTION>
Page(s)
-------
<S> <C>
REPORTS OF INDEPENDENT PUBLIC ACCOUNTANTS 1-2
FINANCIAL STATEMENTS:
Statement of Net Assets Available For Plan Benefits, With Fund Information,
as of December 31, 1997 3
Statement of Net Assets Available For Plan Benefits, With Fund Information,
as of December 31, 1996 4
Statement of Changes in Net Assets Available For Plan Benefits, With Fund Information, for the
Year Ended December 31, 1997 5-6
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES 7-12
SCHEDULES SUPPORTING FINANCIAL STATEMENTS:
Schedule I -- Item 27a - Schedule of Assets Held for Investment
Purposes, as of December 31, 1997 13
Schedule II -- Item 27b - Schedule of Loans or Fixed-Income
Obligations in Default or Uncollectible, as of
December 31, 1997 14
Schedule III -- Item 27d - Schedule of Reportable Transactions
January 1, 1997 through December 31, 1997 15
Schedule IV -- Item 27e - Schedule of Non-Exempt Transactions
January 1, 1997 through December 31, 1997 16
</TABLE>
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Participants and Administration Committee of the
Santa Fe Pacific Gold Corporation Retirement
and Savings Plan:
We have audited the accompanying statement of net assets available for plan
benefits, with fund information, of the SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN (the "Plan") as of December 31, 1997, and the
related statement of changes in net assets available for plan benefits, with
fund information, for the year then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1997 and the changes in net assets available for plan benefits, for
the year then ended, in conformity with generally accepted accounting
principles.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes, loans or fixed-income obligations in default or
uncollectible, reportable transactions and non-exempt transactions are presented
for the purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in the
statement of net assets available for plan benefits and the statement of changes
in net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for plan benefits of each fund. The supplemental
schedules and fund information have been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ Arthur Andersen LLP
Denver, Colorado,
June 26, 1998.
- 1 -
<PAGE> 5
Report of Independent Accountants
May 5, 1997
To the Participants and
Administration Committee of
Santa Fe Pacific Gold Corporation
Retirement and Savings Plan
In our opinion, the accompanying statement of net assets available for plan
benefits, with fund information, presents fairly, in all material respects, the
net assets available for plan benefits of the Santa Fe Pacific Gold Corporation
Retirement and Savings Plan at December 31, 1996, in conformity with generally
accepted accounting principles. This financial statement is the responsibility
of the Plan's management; our responsibility is to express an opinion on this
financial statement based on our audit. We conducted our audit of this statement
in accordance with generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance about whether this
financial statement is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for the opinion expressed above.
Our audit was performed for the purpose of forming an opinion on the basic
financial statement taken as a whole. The fund information in the statement of
net assets available for plan benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits of
each fund. The fund information has been subjected to the auditing procedures
applied in the audit of the basic financial statement and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statement taken as a whole.
/s/ PRICE WATERHOUSE LLP
- 2 -
<PAGE> 6
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
AS OF DECEMBER 31, 1997
(in thousands)
<TABLE>
<CAPTION>
Vanguard
Bond Index Vanguard Vanguard
Fund - Vanguard Vanguard LifeStrategy LifeStrategy
Total Bond Index Trust- International Portfolios - Portfolios -
Market 500 Growth Conservative Growth
Portfolio Portfolio Portfolio Growth Portfolio
---------- ------------ ------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
INVESTMENT FUNDS, at fair value:
Mutual funds $ 2 $8,010 $2,068 $ - $21
Collective trust - - - - -
Employer stock funds - - - - -
Participant loans - - - - -
--- ------- ------- --- ---
Total investment funds 2 8,010 2,068 - 21
--- ------- ------- --- ---
CONTRIBUTIONS RECEIVABLE:
Employer contributions - 51 13 2 2
Participants' contributions - 85 8 4 4
Loan repayments - 27 4 2 -
--- ------- ------- --- ---
Total contributions receivable - 163 25 8 6
--- ------- ------- --- ---
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $ 2 $8,173 $2,093 $ 8 $27
== ===== ===== === ==
</TABLE>
<TABLE>
<CAPTION>
Vanguard
Vanguard Money
LifeStrategy Market Vanguard
Portfolios - Reserves - Vanguard Vanguard/ Retirement
Moderate Prime U.S. Growth Wellington Vanguard/ Savings
Growth Portfolio Portfolio Fund Windsor II Trust
------------- ----------- ------------ ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT FUNDS, at fair value:
Mutual funds $16 $4,943 $4,239 $5,173 $6,604 $ -
Collective trust - - - - - 14,598
Employer stock funds - - - - - -
Participant loans - - - - - -
--- ------- ------- ------- ------- --------
Total investment funds 16 4,943 4,239 5,173 6,604 14,598
--- ------- ------- ------- ------- --------
CONTRIBUTIONS RECEIVABLE:
Employer contributions 18 48 - - - -
Participants' contributions 27 69 - - - -
Loan repayments 10 28 - - - -
--- ------- ------- ------- ------- --------
Total contributions receivable 55 145 - - - -
--- ------- ------- ------- ------- --------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $71 $5,088 $4,239 $5,173 $6,604 $14,598
</TABLE>
<TABLE>
<CAPTION>
Newmont
Mining Newmont
Stock Gold Stock Participant
Fund Fund Loans Total
-------- ---------- ----------- --------
<S> <C> <C> <C> <C>
INVESTMENT FUNDS, at fair value:
Mutual funds $ - $ - $ - $31,076
Collective trust - - - 14,598
Employer stock funds 2,750 1,286 - 4,036
Participant loans - - 4,228 4,228
------- ------- ------- --------
Total investment funds 2,750 1,286 4,228 53,938
------- ------- ------- --------
CONTRIBUTIONS RECEIVABLE:
Employer contributions - 18 - 152
Participants' contributions - 12 - 209
Loan repayments - 7 (78) -
------- ------- ------- --------
Total contributions receivable - 37 (78) 361
------- ------- ------- --------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $2,750 $1,323 $4,150 $54,299
</TABLE>
The accompanying notes to financial statements and supplemental schedules are
an integral part of this statement.
- 3 -
<PAGE> 7
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
AS OF DECEMBER 31, 1996
(in thousands)
<TABLE>
<CAPTION>
Vanguard
Money
Vanguard Vanguard Market
Index Trust- International Reserves - Vanguard Vanguard/
500 Growth Prime U.S. Growth Wellington Vanguard/
Portfolio Portfolio Portfolio Portfolio Fund Windsor II
------------ ------------ ---------- ------------ ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT FUNDS, at fair value:
Mutual funds $5,011 $2,055 $3,520 $3,255 $3,681 $4,321$
Collective trust - - - - - -
Employer stock funds - - - - - -
Participant loans - - - - - -
------- ------- ------- ------- ------- -------
Total investment funds 5,011 2,055 3,520 3,255 3,681 4,321
------- ------- ------- ------- ------- -------
CONTRIBUTIONS RECEIVABLE:
Employer contributions 7 3 5 4 4 6
Participants' contributions 16 10 10 10 10 14
Interest 15 5 18 8 10 10
------- ------- ------- ------- ------- -------
Total contributions receivable 38 18 33 22 24 30
------- ------- ------- ------- ------- -------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $5,049 $2,073 $3,553 $3,277 $3,705 $4,351
===== ===== ===== ===== ===== =====
</TABLE>
<TABLE>
<CAPTION>
Vanguard SFPGC
Investment Common
Contract Stock Participant
Trust Fund Loans Total
----------- ------- ----------- -------
<S> <C> <C> <C> <C>
INVESTMENT FUNDS, at fair value:
Mutual funds - $ - $ - $21,843
Collective trust 14,338 - - 14,338
Employer stock funds - 5,204 - 5,204
Participant loans - - 2,825 2,825
-------- ------- ------- --------
Total investment funds 14,338 5,204 2,825 44,210
-------- ------- ------- ---------
CONTRIBUTIONS RECEIVABLE:
Employer contributions 10 4 - 43
Participants' contributions 19 8 - 97
Interest 47 7 - 120
-------- ------- ------- ---------
Total contributions receivable 76 19 - 260
-------- ------- ------- ---------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $14,414 $5,223 $2,825 $44,470
======== ======= ======= =========
</TABLE>
The accompanying notes to financial statements and supplemental schedules are
an integral part of this statement.
- 4 -
<PAGE> 8
Page 1 of 2
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
(in thousands)
<TABLE>
<CAPTION>
Vanguard
Bond Vanguard
Index Fund- Vanguard Vanguard LifeStrategy
Total Bond Index Trust- International Portfolios -
Market 500 Growth Conservative
Portfolio Portfolio Portfolio Growth
----------- ------------ ------------- ------------
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions-
Employer $ - $ 478 $ 191 $2
Participant - 1,011 382 4
Participant loan repayments - 293 85 2
-- ------- ------- --
- 1,782 658 8
Investment income (loss)-
Interest and dividend income - 154 90 -
Net appreciation (depreciation) of fair value of investments - 1,627 9 -
-- ------- ------- --
- 1,781 99 -
-- ------- ------- --
Total additions - 3,563 757 8
-- ------- ------- --
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions to participants - (1,172) (394) -
Administrative fees and other, net - (2) (1) -
-- ------- ------- --
Total deductions - (1,174) (395) -
-- ------- ------- --
INTERFUND TRANSFERS, net 2 735 (342) -
-- ------- ------- --
Net increase (decrease) 2 3,124 20 8
NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of period - 5,049 2,073 -
-- ------- ------- --
NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of period $2 $8,173 $2,093 $8
== ======= ======= ==
</TABLE>
<TABLE>
<CAPTION>
Vanguard
Vanguard Vanguard Money
LifeStrategy LifeStrategy Market
Portfolios - Portfolios - Reserves -
Growth Moderate Prime
Portfolio Growth Portfolio
------------- ------------ -----------
<S> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions-
Employer $ 2 $18 $ 524
Participant 4 28 799
Participant loan repayments 1 10 234
--- --- -------
7 56 1,557
Investment income (loss)-
Interest and dividend income 1 1 234
Net appreciation (depreciation) of fair value of investments (1) (1) -
--- --- -------
- - 234
--- --- -------
Total additions 7 56 1,791
--- --- -------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions to participants - - (539)
Administrative fees and other, net - - (1)
--- --- -------
Total deductions - - (540)
--- --- -------
INTERFUND TRANSFERS, net 20 15 284
--- --- -------
Net increase (decrease) 27 71 1,535
NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of period - - 3,553
--- --- -------
NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of period $27 $71 $5,088
=== === =======
</TABLE>
The accompanying notes to financial statements and supplemental schedules are
an integral part of this statement.
- 5 -
<PAGE> 9
Page 2 of 2
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
(in thousands)
<TABLE>
<CAPTION>
Vanguard
Vanguard Vanguard/ Retirement
U.S. Growth Wellington Vanguard/ Savings
Portfolio Fund Windsor II Trust
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions-
Employer $ 285 $ 372 $ 410 $ 1,103
Participant 614 798 839 1,513
Participant loan repayments 139 155 188 588
-------- -------- -------- --------
1,038 1,325 1,437 3,204
Investment income (loss)- --------- -------- -------- --------
Interest and dividend income 165 442 598 883
Net appreciation (depreciation) of fair value of investments 716 467 928 -
-------- -------- -------- --------
881 909 1,526 883
-------- -------- -------- --------
Total additions 1,919 2,234 2,963 4,087
-------- -------- -------- --------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions to participants (609) (468) (1,018) (1,441)
Administrative fees and other, net - (1) (1) (5)
-------- -------- -------- --------
Total deductions (609) (469) (1,019) (1,446)
-------- -------- -------- --------
INTERFUND TRANSFERS, net (348) (297) 309 (2,457)
-------- -------- -------- --------
Net increase (decrease) 962 1,468 2,253 184
NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of period 3,277 3,705 4,351 14,414
-------- -------- -------- --------
NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of period $4,239 $5,173 $6,604 $14,598
======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
Newmont
Mining Newmont
Stock Gold Stock Participant
Fund Fund Loans Total
-------- ---------- ----------- ---------
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions-
Employer $ 95 $ 223 $ - $ 3,703
Participant 194 308 - 6,494
Participant loan repayments 30 100 (1,825) -
------- ------- -------- ---------
319 631 (1,825) 10,197
Investment income (loss)- ------- ------- -------- ---------
Interest and dividend income - 3 279 2,850
Net appreciation (depreciation) of fair value of investments (393) (227) - 3,125
------- ------- -------- ---------
(393) (224) 279 5,975
------- ------- -------- ---------
Total additions (74) 407 (1,546) 16,172
------- ------- -------- ---------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions to participants (465) (18) (208) (6,332)
Administrative fees and other, net - - - (11)
------- ------- -------- ---------
Total deductions (465) (18) (208) (6,343)
------- ------- -------- ---------
INTERFUND TRANSFERS, net (1,934) 934 3,079 -
------- ------- -------- ---------
Net increase (decrease) (2,473) 1,323 1,325 9,829
NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of period 5,223 - 2,825 44,470
------- ------- -------- ---------
NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of period $ 2,750 $1,323 $4,150 $54,299
======= ======= ======== =========
</TABLE>
The accompanying notes to financial statements and supplemental schedules are
an integral part of this statement.
- 6 -
<PAGE> 10
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1997
(1) DESCRIPTION OF THE PLAN
The following brief description of the Santa Fe Pacific Gold Corporation
Retirement and Savings Plan (the "Plan") provides only general information.
Participants should refer to the Plan document for a more complete description
of the Plan's provisions.
General
The Plan is a defined contribution plan established on January 1, 1990, for the
benefit of Santa Fe Pacific Gold Corporation's ("SFPGC") full-time hourly
employees. The SFPGC's salaried employees participated in a defined contribution
plan sponsored by Santa Fe Pacific Corporation ("SFP"), SFPGC's former parent.
The Plan was amended and restated effective July 1, 1994, to allow substantially
all salaried and hourly employees to participate upon completion of thirty days
of service (the "Participants"). Approximately $12.8 million of assets relating
to the SFPGC's salaried employees were transferred into the Plan from the SFP
plan as of that date.
On May 5, 1997, SFPGC merged with Newmont Mining Corporation ("NMC"). In
connection with the merger, each share of SFPGC's common stock, including shares
held by the Plan was converted into 0.43 shares of NMC common stock.
The Plan was sponsored by SFPGC until the merger with NMC. In connection with
the merger, Newmont Gold Company (the "Company"), an affiliate of NMC, assumed
sponsorship of the Plan on May 5, 1997. The Plan is administered by the
administration committee, the members of which are selected by the Company's
Board of Directors.
Eligibility and Contributions
Employees are eligible to participate in the Plan upon completion of thirty days
of compensated service. Participants may contribute annually up to 12% of their
eligible compensation on a pre-tax basis, after-tax basis or combination
thereof. All such contributions are made by means of regular payroll deductions.
Pre-tax participant contributions are limited by the Internal Revenue Code
("IRC") to $9,500 during 1997. The Company will match 100% of the first 4% of
each Participant's pre-tax contributions up to a maximum contribution of $6,000
per year. The Company also provides an Employer Retirement contribution equal to
2% of pre-tax compensation for eligible hourly employees. Total annual additions
under the Plan and all other plans sponsored by the Company are limited to the
lesser of 25% of eligible compensation or $30,000. Annual
- 7 -
<PAGE> 11
additions are defined as the participant's contributions, the Company's matching
contributions and the Employer Retirement contributions.
Vesting
Participants are immediately vested in their contributions plus actual earnings
thereon. Vesting in the Company's matching and Employer Retirement contributions
plus actual earnings thereon is based on years of service as follows:
<TABLE>
<CAPTION>
Years of Service Vested Percentage
---------------- -----------------
<S> <C>
Less than 1 0%
Between 1 and 2 20%
Between 2 and 3 40%
Between 3 and 4 60%
Between 4 and 5 80%
5 or more 100%
</TABLE>
At December 31, 1997 and 1996, forfeited nonvested accounts approximated
$190,000 and $11,000, respectively. These accounts are used to reduce future
Company contributions. During 1997, Company contributions were not reduced by
forfeited nonvested accounts.
The Plan provides that the Trustee may accept from a participant a contribution
representing distributions from another plan which meets the requirements of
Section 401(a) of the IRC. Such "rollover contributions" shall be fully vested
and shall not be subject to, or affect in any way, the maximum annual
contribution limitation.
Participant Accounts
Each Participant's account is credited with the Participant's pre-tax and
after-tax contributions, Company's matching contributions, Employer Retirement
contributions, if applicable, and an allocation of Plan earnings.
Payment of Benefits
Upon termination of service, a Participant may elect to receive either a lump
sum amount equal to the value of the vested interest in his or her account or on
an installment basis as described in the Plan.
- 8 -
<PAGE> 12
Investment Options
Upon enrollment in the Plan, Participants may direct their contributions along
with Company contributions in 10% increments in any of the following investment
options:
o Vanguard Bond Index Fund - Total Bond Market Portfolio: Seeks to
provide a high level of interest income by attempting to match the
performance of the unmanaged Lehman Brothers Aggregate Bond Index, a
widely recognized measure of the entire taxable U.S. bond market.
o Vanguard Index Trust - 500 Portfolio: Seeks to provide long-term
growth of capital and income from dividends by holding all of the 500
stocks that make up the unmanaged Standard & Poor's 500 Composite
Stock Price Index, a widely recognized benchmark of U.S. stock market
performance.
o Vanguard International Growth Portfolio: Seeks to provide long-term
growth of capital by investing in stocks of high-quality, seasoned
companies based outside the United States. Stocks are selected from
more than 15 countries.
o Vanguard LifeStrategy Portfolios - Conservative Growth: Seeks to
provide a high level of income and moderate long-term growth of
capital and income by investing in five Vanguard funds: a domestic
stock fund, an international stock fund, two bond funds, and an asset
allocation fund. The Portfolio's asset allocation ranges are expected
to be 25%-50% stocks, 30%-55% bonds, and 20%-45% short-term reserves.
o Vanguard LifeStrategy Portfolios - Growth Portfolio: Seeks to provide
long-term growth of capital by investing in four Vanguard funds: a
domestic stock fund, an international stock fund, a bond fund, and an
asset allocation fund. The Portfolio's asset allocation ranges are
expected to be 60%-90% stocks, 10%-35% bonds, and 0%-25% cash
reserves.
o Vanguard LifeStrategy Portfolios - Moderate Growth: Seeks to provide a
reasonable level of income and long-term growth of capital and income
by investing in four Vanguard funds: a domestic stock fund, an
international stock fund, a bond fund, and an asset allocation fund.
The Portfolio's asset allocation ranges are expected to be 45%-70%
stocks, 30%-55% bonds, and 0%-25% cash reserves.
o Vanguard Money Market Reserves - Prime Portfolio: Seeks to provide
high income and a stable share price of $1 investing in short-term,
high-quality money market instruments issued by financial
institutions, non-financial corporations, the U.S. Government, and
federal agencies.
o Vanguard U.S. Growth Portfolio: Seeks to provide long-term growth of
capital by investing in large, high-quality, seasoned U.S. companies
with records of exceptional growth and above-average prospects for
future growth.
o Vanguard/Wellington Fund: Seeks to provide income and long-term growth
of capital, without undue risk to capital, by investing about 65% of
its assets in stocks and the remaining 35% in bonds.
- 9 -
<PAGE> 13
o Vanguard/Windsor II: Seeks to provide long-term growth of capital and
income from dividends by investing in a diversified group of
out-of-favor stocks of large-capitalization companies. The stocks
generally sell at a price below the overall market average compared to
their dividend income and future return potential.
o Vanguard Retirement Savings Trust (formerly Vanguard Investment
Contract Trust): Seeks to provide a high level of income and a stable
share value of $1. (This investment is neither insured nor guaranteed
by the U.S. Government, and there is no assurance that it will
maintain a stable share value of $1). The Trust invests in investment
contracts issued and backed by financial institutions. It also invests
in "alternative" investment contracts backed by high-quality bonds and
bond mutual funds owned by the Trust.
o Newmont Mining Stock Fund (formerly SFPGC Common Stock Fund): Seeks to
provide the potential for long-term growth through increases in the
value of the stock and reinvestment of its dividends. This fund
invested in SFPGC common stock until May 5, 1997. At such time each
share held by the Plan was converted into 0.43 shares of the NMC
common stock. Subsequent to the conversion, this fund was closed to
additional investments.
o Newmont Gold Stock Fund: Seeks to provide the potential for long-term
growth through increases in the value of the stock and reinvestment of
its dividends.
The fair market value of individual investments that represent 5% or more of the
Plan's total investments as of December 31, 1997 or 1996 are as follows:
<TABLE>
<CAPTION>
1997 1996
---------------- ---------------
(in thousands)
<S> <C> <C>
Vanguard Index Trust-500 Portfolio $8,010 $5,011
Vanguard Money Market Reserves-
Prime Portfolio 4,943 3,520
Vanguard U.S. Growth Portfolio 4,239 3,255
Vanguard/Wellington Fund 5,173 3,681
Vanguard/Windsor II 6,604 4,321
Vanguard Retirement Savings Trust 14,598 14,338
Newmont Mining Stock Fund 2,750 5,204
Participant Loans 4,228 2,825
</TABLE>
Participant Loans
The Plan allows participants to borrow up to 50% of their vested account balance
up to a maximum of $50,000. Interest is based on the higher of the blended fixed
interest rate for the Vanguard Investment Contract Trust or the prime rate plus
1% on the first day of the quarter in which the loan is made. Loans are repaid
by payroll deduction and interest is credited to the Participant's accounts. The
loans are secured by the Participant's entire interest in the Plan.
- 10 -
<PAGE> 14
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements are prepared on the accrual basis of
accounting. The preparation of the financial statements in conformity with
generally accepted accounting principles requires the Plan's management to use
estimates and assumptions that affect the accompanying financial statements and
disclosures. Actual results could differ from these estimates.
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Shares of registered investment
companies are valued at quoted market prices which represent the net asset value
of shares held by the Plan at yearend. Units of the Retirement Savings Trust are
valued at net asset value at yearend. The Company stock fund is valued at its
yearend unit closing price (comprised of yearend market price plus uninvested
cash position). Participant loans are valued at cost which approximates fair
value.
The Plan invests in a collective trust (the Vanguard Retirement Savings Trust)
which invests in guaranteed investment contracts and other alternative
investment contracts. The investment contracts are carried in the collective
trust's audited financial statements at fair value. Fair value approximates
contract value, which represents contributions made plus interest accrued at the
contract rate, less withdrawals.
Purchases and sales of investments are recorded on a trade-date basis. Interest
income is accrued when earned. Dividend income is recorded on the ex-dividend
date. Capital gain distributions are included in dividend income.
Net realized and unrealized appreciation (depreciation) is recorded in the
accompanying statement of changes in net assets available for plan benefits as
net appreciation (depreciation) in fair value of investments.
Payment of Benefits
Benefits are recorded when paid.
Administrative Expenses
All administrative expenses of the Plan are paid by the Company except for
approximately $8,000 in contract administrator fees which were paid by the Plan
for the year ended December 31, 1997.
- 11 -
<PAGE> 15
(3) PLAN AMENDMENT AND TERMINATION
The Plan may be amended at any time; however, no such amendment may adversely
affect the rights of Participants in the Plan with respect to contributions made
prior to the date of the amendment. Company matching contributions may be
discounted and participation by the Company in the Plan may be terminated at any
time. In the event the Plan is terminated, each Participant will receive the
full amount of Plan assets in their account. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA")
applicable to defined contribution plans.
(4) TAX STATUS
The Trust established under the Plan is qualified under the Internal Revenue
Code as exempt from Federal income taxes and a favorable determination letter
has been received from the IRS dated January 30, 1996. The Plan has been amended
since receiving this determination, however, the Plan administrator and the
Plan's legal counsel believe that the Plan is currently designed and being
operated in compliance with the applicable requirements of the IRC. Therefore,
they believe that the Plan is qualified and the related Trust is tax exempt as
of the financial statement date.
(5) RELATED PARTY TRANSACTIONS
Certain plan investments represent units of collective investment funds and
shares of mutual funds managed by an affiliate of Vanguard Fiduciary Trust
Company, the Plan's Trustee. Also, certain plan investments are shares of NMC
common stock and Newmont Gold Company common stock, the sponsor of the Plan.
Accordingly, the purchase and sale of such shares represent party-in-interest
transactions. Such transactions are exempt under ERISA.
(6) RISKS AND UNCERTAINTIES
The Plan provides for various investment options in registered investment
companies, a collective trust and other investment securities. Investment
securities are exposed to various risks, such as interest rate, market and
credit risks. Due to the level of risks associated with certain investment
securities, it is reasonably possible that changes in the values of investment
securities will occur in the near term and that such changes could materially
affect participants' account balances and the amounts reported in the statements
of net assets available for plan benefits.
(7) NONEXEMPT PROHIBITED TRANSACTIONS
The Company failed to remit employee deferral contributions and loan repayments
withheld from Participants' wages to the Plan within the period of time required
under ERISA (see Schedule IV).
(8) SUBSEQUENT EVENT
Effective January 1, 1998, the Plan merged into the Newmont Gold Company
Retirement Savings Plan (formerly the Newmont Gold Company Salaried Retirement
Savings Plan) and the trusts formed under and in accordance with the provisions
of the Plan and the Newmont Gold Company Retirement Savings Plan were merged and
consolidated into one trust.
- 12 -
<PAGE> 16
SCHEDULE I
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
Market Cost
Name of Issuer or Party Involved Description of Assets Value Basis
- ------------------------------------------------ ----------------------------- --------------- ---------------
<S> <C> <C> <C>
* VBIF-Total Bond Market Portfolio Registered Investment Company $ 2,008 $ 2,008
* Vanguard Index Trust-500 Portfolio Registered Investment Company 8,010,270 5,794,677
* Vanguard Int'l Growth Portfolio Registered Investment Company 2,067,358 1,981,659
* Vanguard LifeStrategy Portfolios-
Conservative Growth Registered Investment Company 117 117
* Vanguard LifeStrategy Portfolios-Growth Registered Investment Company 20,447 21,155
* Vanguard LifeStrategy Portfolios-
Moderate Growth Registered Investment Company 16,019 16,528
* VMMR-Prime Portfolio Registered Investment Company 4,942,825 4,942,825
* Vanguard U.S. Growth Portfolio Registered Investment Company 4,239,179 3,312,204
* Vanguard/Wellington Fund Registered Investment Company 5,173,202 4,453,228
* Vanguard/Windsor II Registered Investment Company 6,604,096 5,370,535
* Vanguard Retirement Savings Trust Common/Collective Trust 14,598,142 14,598,142
* Newmont Mining Stock Fund Company Common Stock 2,749,905 2,859,706
* Newmont Gold Stock Fund Company Common Stock 1,286,504 1,498,545
* Participant Loans (Interest rates ranging
from 7% - 10%) 4,228,027 4,228,027
----------- -----------
Total asset held for investment purposes $53,938,099 $49,079,356
=========== ===========
</TABLE>
*Represents a party-in-interest (see Note 5).
The accompanying notes are an integral part of this schedule.
- 13 -
<PAGE> 17
SCHEDULE II
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
ITEM 27b - SCHEDULE OF LOANS OR FIXED-INCOME OBLIGATIONS
IN DEFAULT OR UNCOLLECTIBLE
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
Amount received during
Original reporting year Unpaid
Amount --------------------- Balance at end
Identify and address of obligor of Loan Principal Interest of Year
- --------------------------------- -------- --------- -------- --------------
<S> <C> <C> <C> <C>
Alger, Russell J., Arizona $ 1,320 $ 445 $ 9 $ 8
Benavides, Abundio C., California 2,000 137 47 1,863
Blake, Gary A., Arizona 2,480 -- -- 2,480
Breit, Shelly, Nevada 1,000 80 8 920
Camacho, Alberto G., California 9,000 455 594 8,076
Christopherson, Alan L., Nevada 19,700 54 152 19,646
Fernandez, Uriel, Nevada 5,000 473 258 4,527
Haaglund, David A., Nevada 8,700 476 176 7,301
Heater, Brian M., Nevada 6,030 698 263 4,091
Jimenez, Pedro J., Nevada 7,935 -- -- 7,935
Lott, Cherise D., Nevada 3,117 366 164 2,244
Marquez, Raul Garcia, California 5,072 586 25 710
Miller, Samuel A., Nevada 1,051 386 25 164
Molina, Frederick A., Nevada 3,100 47 25 3,053
Moon, Robin L., New Mexico 4,535 491 266 4,044
Morris, Stanley, Utah 4,000 1,475 174 1,686
Petersen, Paul, Nevada 1,035 548 37 403
Ramirez, Jose L., California 1,800 324 10 98
Rogers, Lawrence J., Nevada 1,034 345 58 650
Romero, Eloy, Arizona 3,000 638 10 46
Scott, Tony Dale, Nevada 1,530 133 13 495
</TABLE>
<TABLE>
<CAPTION>
Detailed description of loan including dates
of making and maturity, interest rate, the
type and value of collateral, any
renegotiation of Amount overdue the loan and Amount overdue
the terms of the renegotiation --------------------
Identify and address of obligor and other material items Principal Interest
- --------------------------------- ------------------------------------------------ --------- --------
<S> <C> <C> <C>
Alger, Russell J., Arizona March 27, 1996; due March, 12, 1998 at 9.5% $ 8 $ --
Benavides, Abundio C., California June 2, 1997; due June 1, 1999 at 9.5% 233 21
Blake, Gary A., Arizona February 24, 1997; due February 25, 2002 at 9.25% 303 163
Breit, Shelly, Nevada December 26, 1996; due December 24, 1997 at 9.25% 833 42
Camacho, Alberto G., California January 25, 1996; due January 23, 2006 at 9.5% 159 191
Christopherson, Alan L., Nevada February 11, 1997; due February 12, 2002 at 9.25% 2,409 1,293
Fernandez, Uriel, Nevada December 19, 1996; due December 17, 2001 at 9.25% 281 136
Haaglund, David A., Nevada May 16, 1996; due May 14, 2000 at 9.25% 1,670 506
Heater, Brian M., Nevada July 24, 1995; due July 22, 2000 at 10.0% 505 196
Jimenez, Pedro J., Nevada May 27, 1997; due May 26, 2002 at 9.5% 527 306
Lott, Cherise D., Nevada October 23, 1995; due October 21, 2000 at 10.0% 242 90
Marquez, Raul Garcia, California August 7, 1996; due August 8, 2000 at 9.25% 377 130
Miller, Samuel A., Nevada October 26, 1995; due May 25, 1998 at 9.75% 164 4
Molina, Frederick A., Nevada June 16, 1997; due June 15, 1999 at 9.5% 598 116
Moon, Robin L., New Mexico December 4, 1996; due November 4, 2001 at 9.25% 323 151
Morris, Stanley, Utah May 13, 1996; due May 11, 1998 at 9.25% 689 44
Petersen, Paul, Nevada October 21, 1996; due May 25, 1998 at 9.25% 403 10
Ramirez, Jose L., California June 26, 1994; due April 27, 1998 at 7.25% 98 1
Rogers, Lawrence J., Nevada October 25, 1996; due October 23, 1998 at 9.25% 128 14
Romero, Eloy, Arizona April 4, 1994; due March 12, 1998 at 7.0% 46 1
Scott, Tony Dale, Nevada January 25, 1995; due December 25, 1997 at 8.75% 415 22
</TABLE>
The accompanying notes are an integral part of this schedule.
- 14 -
<PAGE> 18
SCHEDULE III
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS (a)
JANUARY 1, 1997 THROUGH DECEMBER 31, 1997
(a) Transactions or series of transactions in excess of 5% of the current
value of the Plan's assets as of January 1, 1997, as defined in Section
2520.103-6 of the Department of Labor Rules and Regulations for
Reporting and Disclosure under ERISA.
<TABLE>
<CAPTION>
Number of transactions
Identity of ------------------------- Purchase Selling
Party Involved Description of Asset Purchase Sales Price Price
- ------------------ ----------------------------------- ----------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C>
The Vanguard Group *Vanguard Index Trust-500 Portfolio 150 - $3,807,797 $ -
The Vanguard Group *Vanguard Index Trust-500 Portfolio - 173 - 2,434,409
The Vanguard Group *Vanguard Int'l Growth Portfolio 107 - 1,270,268 -
The Vanguard Group *Vanguard Int'l Growth Portfolio - 150 - 1,265,498
The Vanguard Group *VMMR-Prime Portfolio 185 - 3,639,408 -
The Vanguard Group *VMMR-Prime Portfolio - 193 - 2,215,971
The Vanguard Group *Vanguard U.S. Growth Portfolio 141 - 1,855,918 -
The Vanguard Group *Vanguard U.S. Growth Portfolio - 178 - 1,588,522
The Vanguard Group *Vanguard/Wellington Fund 131 - 2,555,301 -
The Vanguard Group *Vanguard/Wellington Fund - 164 - 1,523,314
The Vanguard Group *Vanguard/Windsor II 153 - 3,491,125 -
The Vanguard Group *Vanguard/Windsor II - 176 - 2,141,381
The Vanguard Group *Vanguard Retirement Savings Trust 191 - 5,634,694 -
The Vanguard Group *Vanguard Retirement Savings Trust - 217 - 5,374,301
Newmont Mining Corporation *Newmont Mining Stock Fund 60 - 1,141,426 -
Newmont Mining Corporation *Newmont Mining Stock Fund - 199 3,202,684
Newmont Gold Company *Newmont Gold Stock Fund 99 - 2,010,226 -
Newmont Gold Company *Newmont Gold Stock Fund - 99 - 496,958
</TABLE>
<TABLE>
<CAPTION>
Identity of Cost of Net
Party Involved Asset Gain/(Loss)
- ------------------ ---------- -----------
<S> <C> <C>
The Vanguard Group $3,807,797 $ -
The Vanguard Group 1,803,461 630,948
The Vanguard Group 1,270,268 -
The Vanguard Group 1,121,864 143,634
The Vanguard Group 3,639,408 -
The Vanguard Group 2,215,971 -
The Vanguard Group 1,855,918 -
The Vanguard Group 1,251,851 336,671
The Vanguard Group 2,555,301 -
The Vanguard Group 1,290,288 233,026
The Vanguard Group 3,491,125 -
The Vanguard Group 1,725,835 415,546
The Vanguard Group 5,634,694 -
The Vanguard Group 5,374,301 -
Newmont Mining Corporation 1,141,426 -
Newmont Mining Corporation 2,579,964 622,720
Newmont Gold Company 2,010,226 -
Newmont Gold Company 511,689 (14,731)
</TABLE>
* Represents a party-in-interest (Note 5).
The accompanying notes to financial statements are an
integral part of this schedule.
- 15 -
<PAGE> 19
SCHEDULE IV
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
ITEM 27e - SCHEDULE OF NONEXEMPT TRANSACTIONS
JANUARY 1, 1997 THROUGH DECEMBER 31, 1997
<TABLE>
<CAPTION>
Relationship to Plan, Employer,
Identity of Party Involved or Other Party-in-Interest Description of Transactions
- -------------------------- ------------------------------- -----------------------------------
<S> <C> <C>
Newmont Gold Company Employer/Sponsor Contributions not timely remitted
to the Plan as follows - employee
and employer contributions and
employee loan repayments for the
September 17, 1997 pay period were
not remitted to the Plan until
March 31, 1998.
Newmont Gold Company Employer/Sponsor Contributions not timely remitted
to the Plan as follows - employee
contributions and employee loan
repayments for the December 31, 1997
pay period were not remitted to
the Plan until February 18, 1998.
</TABLE>
<TABLE>
<CAPTION>
Transaction
Identity of Party Involved Amount
- -------------------------- -----------
<S> <C>
Newmont Gold Company $ 4,240
Newmont Gold Company $294,172
</TABLE>
Note: These late contributions are reflected in the accompanying financial
statements as contribution and loan repayment receivables at
December 31, 1997.
The accompanying notes to financial statements are an
integral part of this schedule.
- 16 -
<PAGE> 20
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
By: /s/ DAWN M. PUTATURO
------------------------------------------
Dawn M. Putaturo
Administration Committee Member
Dated: June 29, 1998 By: /s/ TIMOTHY J. SCHMITT
-------------------- ------------------------------------------
Timothy J. Schmitt
Vice President, Secretary and
Assistant General Counsel
<PAGE> 21
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit
----------- -------
<S> <C>
23 Consent of Arthur Andersen LLP
23.1 Consent of Price Waterhouse LLP
</TABLE>
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated June 26, 1998 on the Santa Fe Pacific Gold Corporation Retirement and
Savings Plan, included in this Form 11-K for the year ended December 31, 1997.
/s/ Arthur Andersen
Denver, Colorado,
June 29, 1998.
<PAGE> 1
EXHIBIT 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-19335-01) of Newmont Mining Corporation of our
report dated May 5, 1997 pertaining to the statement of net assets available for
plan benefits, with fund information, of the Santa Fe Pacific Gold Corporation
Retirement and Savings Plan as of December 31, 1996 appearing on page 2 of this
Form 11-K.
/s/ PRICE WATERHOUSE LLP
Phoenix, Arizona
June 29, 1998
