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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the Fiscal Year Ended December 31, 1999
or
[_]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Transition Period From to
Commission File Number 1-1153
Newmont Mining Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-1806811
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1700 Lincoln Street
Denver, Colorado 80203
(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code (303) 863-7414
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of Each Class Name of Each Exchange on Which Registered
------------------- -----------------------------------------
<S> <C>
Common Stock, $1.60 par Value New York Stock Exchange
Paris Bourse
Swiss Stock Exchange
Brussels Stock Exchange
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant (based on the closing sale price of the shares on the New York
Stock Exchange) on March 2, 2000 was approximately $3,619,800,000.
The number of shares of Registrant's common stock outstanding on March 2,
2000 was 167,789,621.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's annual report to Stockholders for the year ended
December 31, 1999 are incorporated by reference into Parts I, II and IV of
this report and portions of Registrant's definitive proxy statement submitted
to the Registrant's stockholders in connection with its 2000 Annual Meeting to
be held on May 4, 2000 are incorporated by reference into Part III of this
report.
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<PAGE>
PORTION AMENDED
The Registrant hereby amends Part IV, Item 14.3 "Exhibits" in the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1999 to
include Exhibit 24, "Power of Attorney" which was inadvertently excluded as an
exhibit. The complete text of the Exhibit Index, as previously filed, and
Exhibit 24 are included in this Form 10-K/A set forth in the pages hereto.
<PAGE>
Signature
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly authorized.
NEWMONT MINING CORPORATION
By: /s/ Timothy J. Schmitt
-----------------------
Timothy J. Schmitt
Vice President, Secretary and Assistant General Counsel
March 30, 2000
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Newmont Mining Corporation
EXHIBIT INDEX
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<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
3(a) --Restated Certificate of Incorporation dated as of July 13, 1987.
Incorporated by reference to Exhibit 3 to registrant's Annual
Report on Form 10-K for the year ended December 31, 1987.
3(b) --By-Laws as amended through September 15, 1999 and adopted
September 15, 1999. Incorporated by reference to Exhibit 3 to
registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999.
3(c) --Certificate of Designations, Preferences and Rights of $5.50
Convertible Preferred Stock, $5 par value, dated November 13,
1992. Incorporated by reference to Exhibit (3)c to registrant's
Annual Report on Form 10-K for the year ended December 31, 1992.
4(a) --Rights Agreement dated August 30, 1990 between registrant and
Manufacturers Hanover Trust Company, as Rights Agent. Incorporated
by reference to Exhibit 1 to registrant's Registration Statement
on Form 8-A dated August 31, 1990.
4(b)/4(c) --First Amendment dated November 27, 1990 and Second Amendment
dated December 7, 1990 to the aforementioned Rights Agreement
dated August 30, 1990. Incorporated by reference to Exhibits 2 and
3, respectively, to registrant's Form 8 dated December 7, 1990.
4(d) --Third Amendment dated February 26, 1992 to the aforementioned
Rights Agreement dated August 30, 1990. Incorporated by reference
to Exhibit 4 to registrant's Form 8 dated March 17, 1992.
4(e) --Indenture dated March 23, 1992 between registrant and Bank of
Montreal Trust Company. Incorporated by reference to Exhibit 4 to
registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1992.
4(f) --In reliance upon Item 601(b)(4)(iii) of Regulation S-K, various
instruments defining the rights of holders of long-term debt of
the registrant are not being filed herewith because the total of
securities authorized under each such instrument does not exceed
10% of the total assets of registrant. Registrant hereby agrees to
furnish a copy of any such instrument to the Commission upon
request.
4(g) --Pass Through Trust Agreement dated as of July 15, 1994 between
Newmont Gold Company and The First National Bank of Chicago
relating to the Pass Through Certificates, Series 1994-A1. (The
front cover of this Exhibit indicates the material differences
between such Exhibit and the substantially similar (except for
price-related information) Pass-Through Agreement between Newmont
Gold Company and The First National Bank of Chicago relating to
the Pass-Through Certificates, Series 1994-A2.) Incorporated by
reference to Exhibit 4.1 to Newmont Gold Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1994.
4(h) --Lease dated as of September 30, 1994 between Newmont Gold Company
and Shawmut Bank Connecticut, National Association relating to
Trust No. 1 and a 75% undivided interest in Newmont Gold Company's
refractory gold ore treatment facility. (The front cover of this
Exhibit indicates the material differences between such Exhibit
and the substantially similar (except for price-related
information) entered into on the same date relating to the
remaining 25% undivided interest in the facility.) Incorporated by
reference to Exhibit 4.2 to Newmont Gold Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1994.
</TABLE>
E-1
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<TABLE>
<C> <S>
4(i) --Trust Indenture and Security Agreement dated as of July 15, 1994
between Shawmut Bank Connecticut, National Association and The First
National Bank of Chicago relating to Trust No. 1 and a 75% undivided
interest in Newmont Gold Company's refractory gold ore treatment
facility. (The front cover of this Exhibit indicates the material
differences between such Exhibit and the substantially similar (except
for price-related information) entered into on the same date relating
to the remaining 25% undivided interest in the facility.) Incorporated
by reference to Exhibit 4.3 to Newmont Gold Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1994.
10(a) --1982 Key Employees Stock Option Plan. Incorporated by reference to
Exhibit to registrant's Registration Statement on Form S-8 (No. 33-
10141).
10(b) --1987 Key Employees Stock Option Plan as amended as of October 25,
1993. Incorporated by reference to Exhibit 10(e) to registrant's Annual
Report on Form 10-K for year ended December 31, 1993.
10(c) --1992 Key Employees Stock Plan as amended as of October 25, 1993.
Incorporated by reference to Exhibit 10(p) to registrant's Annual
Report on Form 10-K for the year ended December 31, 1993.
10(d) --1996 Employees Stock Plan amended and restated effective as of March
17, 1999. Incorporated by reference to Exhibit 10(d) to registrant's
Annual Report on Form 10-K for the year ended December 31, 1998.
10(e) --1999 Employees Stock Plan. Incorporated by reference to Exhibit 10(e)
to registrant's Annual Report on Form 10-K for the year ended December
31, 1998.
10(f) --Agreement dated October 15, 1993, effective November 1, 1993, among
registrant, Newmont Gold Company and Ronald C. Cambre. Incorporated by
reference to Exhibit 10 to registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1993.
10(g) --Amendment No. 1, dated June 24, 1997, to Agreement dated October 15,
1993, effective November 1, 1993 among registrant, Newmont Gold Company
and Ronald C. Cambre. Incorporated by reference to Exhibit 10 to
registrant's Quarterly Report on Form 10-Q for the quarter ended June
30, 1997.
10(h) --Letter Agreement dated December 15, 1993, between Newmont Gold Company
and registrant. Incorporated by reference to Exhibit A to Registrant's
Proxy Statement dated February 16, 1994.
10(i) --Tax Sharing Agreement dated as of January 1, 1994 between registrant
and Newmont Gold Company. Incorporated by reference to Exhibit 10(i) to
registrant's Annual Report on Form
10-K for the year Ended December 31, 1994.
10(j) --Letter Agreement dated May 6, 1993 between Newmont Gold Company and
Wayne W. Murdy. Incorporated by reference to Exhibit 10 to Newmont Gold
Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1993.
10(k) --Agreement dated September 8, 1998, effective August 6, 1998, between
Newmont Gold Company and Lawrence T. Kurlander. Incorporated by
reference to Exhibit 10 to Newmont Gold Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1998.
10(l) --Agreement dated as of February 1, 1999 among registrant, Newmont Gold
Company and Ronald C. Cambre. Incorporated by reference to Exhibit
10(b) to registrant's Current Report on Form
8-K, dated July 12, 1999.
10(m) --Annual Incentive Compensation Plan dated as of January 1, 1999.
Incorporated by reference to Exhibit 10(a) to registrant's Current
Report on Form 8-K, dated July 12, 1999.
10(n) --Newmont Gold Company Intermediate Term Incentive Compensation Plan
amended and restated as of January 1, 1998. Incorporated by reference
to Exhibit 10(l) to registrant's Annual Report on Form 10-K for the
year ended December 31, 1998.
</TABLE>
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<TABLE>
<C> <S>
10(o) --Executive Change of Control Severance Plan dated as of February 1,
1999. Incorporated by reference to Exhibit 10(n) to registrant's Annual
Report on Form 10-K for the year ended December 31, 1998.
10(p) --Directors' Stock Award Plan. Incorporated by reference to Exhibit
10(o) to registrant's Annual Report on Form 10-K for the year ended
December 31, 1998.
10(q) --Certificate of Ownership and Merger dated as of October 6, 1998,
merging NGC Acquisition Co. into Newmont Gold Company. Incorporated by
reference to Exhibit 10(p) to registrant's Annual Report on Form 10-K
for the year ended December 31, 1998.
10(r) --Agreement dated September 15, 1999 among registrant, Newmont Gold
Company and Bruce D. Hansen. Incorporated by reference to Exhibit 10(a)
to registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999.
10(s) --Agreement dated August 20, 1999 with respect to estate tax
equalization between Newmont Gold Company and John A. S. Dow, as
Executive, and Executive's Spouse. Incorporated by reference to Exhibit
10(b) to registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999.
10(t) --Agreement dated February 1, 1999 among registrant, Newmont Gold
Company and Lawrence T. Kurlander. Incorporated by reference to Exhibit
10(a) to registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999.
10(u) --Agreement dated February 1, 1999 among registrant, Newmont Gold
Company and certain executive officers. Incorporated by reference to
Exhibit 10(b) to registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999.
10(v) --Letter Agreement dated August 1, 1999 between Wayne W. Murdy and
registrant.
12 --Statement re Computation of Ratio of Earnings to Fixed Charges.
13 --Those portions of registrant's 1999 Annual Report to Stockholders that
are incorporated herein by reference.
21 --Subsidiaries of registrant.
23 --Consent of Arthur Andersen LLP.
24 --Power of Attorney.
27 --Financial Data Schedules.
99 --Consulting Agreement dated April 1, 1999 between Newmont International
Services Limited and Robert J. Miller. Incorporated by reference to
Exhibit 99 to registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999.
</TABLE>
E-3
<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 Exchange Act of 1934, as amended
(the "Act"), and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, 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 the Annual Report on form 10-K of the Corporation
for the fiscal year ended December 31, 1999 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 28th day of March, 2000.
Signature Title
--------- -----
/s/ Ronald C. Cambre Chairman, Chief Executive Officer
- ---------------------------------- and Director
Ronald C. Cambre (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.
/s/ Robert J. Miller Director
- ------------------------------------
Robert J. Miller
<PAGE>
/s/ Wayne W. Murdy President and Director
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Wayne W. Murdy
/s/ Robin A. Plumbridge Director
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Robin A. Plumbridge
/s/ Robert H. Quenon Director
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Robert H. Quenon
/s/ Moeen A. Qureshi Director
- ------------------------------------
Moeen A. Qureshi
/s/ Michael K. Reilly Director
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Michael K. Reilly
/s/ James V. Taraniki Director
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James V. Taranik
/s/ William I. M. Turner, Jr. Director
- ------------------------------------
William I. M. Turner, Jr.
/s/ Bruce D. Hansen Senior Vice President and Chief
- ------------------------------------ Financial Officer (Principal
Bruce D. Hansen Financial Officer)
/s/ Linda K. Wheeler Vice President and Controller
- ------------------------------------ (Principal Accounting Officer)
Linda K. Wheeler
-2-
