<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 1993
HOMESTAKE MINING COMPANY
RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD
(Full Title of Plan)
HOMESTAKE MINING COMPANY
(Issuer of Securities Held Pursuant to the Plan)
650 California Street
San Francisco, California 94108
(Address of principal executive offices)
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Trustees (or other persons who administer the Plan) have duly caused this
annual report to be signed by the undersigned thereunto duly authorized.
HOMESTAKE MINING COMPANY RETIREMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD
By /s/ T.H. Wong
-------------------------------
T. H. Wong
Assistant Treasurer and
Assistant Secretary
June 28, 1994
<PAGE>
Item 1. Financial Statements and Exhibits
a. Financial Statements for the years ended December 31, 1993 and
1992 and Supplemental Schedules as of and for the year ended
December 31, 1993 and Independent Auditors' Report.
b. Exhibit No. 24
Independent Auditors' Consent
<PAGE>
HOMESTAKE MINING COMPANY RETIREMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD
REPORT ON AUDITS OF FINANCIAL STATEMENTS
for the years ended December 31, 1993 and 1992
<PAGE>
HOMESTAKE MINING COMPANY RETIREMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGES
-----
<S> <C>
Report of Independent Accountants . . . . . . . . . . . . . 2
Financial Statements:
Statements of Net Assets Available for Benefits
as of December 31, 1993 and 1992 . . . . . . . . . . 3
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 1993 . . . 4
Notes to Financial Statements . . . . . . . . . . . . . . . 5-11
Supplemental Schedules:
Item 27a - Supplemental Schedule of Assets Held
for Investment Purposes as of December 31, 1993 . . 12-13
Item 27d - Supplemental Schedule of Reportable
Transactions for the year ended December 31, 1993 . 14-16
</TABLE>
1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees of Homestake Mining Company Retirement
Savings Plan for Hourly Employees at Lead:
We have audited the accompanying statements of net assets available for
benefits of Homestake Mining Company Retirement Savings Plan for Hourly
Employees at Lead (the Plan) as of December 31, 1993 and 1992, and the
related statement of changes in net assets available for benefits for the
year ended December 31, 1993. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 the significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan
as of December 31, 1993 and 1992, and the changes in net assets available
for benefits for the year ended December 31, 1993 in conformity with
generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The accompanying supplemental
schedules of assets held for investment purposes as of December 31, 1993
and of reportable transactions for the year then ended 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. These schedules
are the responsibility of the Plan's management. Such schedules have been
subjected to the auditing procedures applied in our audit of the basic 1993
financial statements and, in our opinion, are fairly stated in all material
respects when considered in relation to the basic financial statements
taken as a whole.
/s/ Coopers & Lybrand
- - -------------------------
COOPERS & LYBRAND
Oakland, California
May 31, 1994
2
<PAGE>
HOMESTAKE MINING COMPANY RETIREMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
as of December 31, 1993 and 1992
<TABLE>
<CAPTION>
ASSETS 1993 1992
--------- ---------
<S> <C> <C>
Cash and cash equivalents $ 7,110 $ 4,248
--------- ---------
Investments - at fair value:
Homestake Mining Company Stock Fund 354,794 142,054
Norwest Bank Income Equity Stock Fund 251,237 69,857
Norwest Bank Growth Balanced Fund 1,047,485 719,925
Norwest Bank Stable Return Fund 1,759,265 1,185,227
--------- ---------
3,412,781 2,117,063
--------- ---------
Participant loans 130,193 65,396
--------- ---------
Net assets available
for benefits $ 3,550,084 $ 2,186,707
--------- ---------
--------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
HOMESTAKE MINING COMPANY RETIREMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the year ended December 31, 1993
<TABLE>
<CAPTION>
CHANGES IN NET ASSETS 1993
-----------
<S> <C>
Contributions:
Employees $ 988,091
Homestake Mining Company 184,756
Interest and dividends 8,123
Other income 3,188
Net appreciation in fair value of investments 388,792
Withdrawals (209,573)
----------
Net increase 1,363,377
Net assets available for benefits:
Beginning of year 2,186,707
---------
End of year $ 3,550,084
---------
---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
HOMESTAKE MINING COMPANY RETIREMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES:
The Homestake Mining Company Retirement Savings Plan for Hourly
Employees at Lead (the Plan) is sponsored by Homestake Mining Company
(the Company) and allows eligible hourly employees of the Company's
mine in Lead, South Dakota, to save for their retirement under a
structured savings plan. The Plan became effective January 1, 1990
and is subject to the provisions of the Employee Retirement Income
Security Act of 1974. Administrative expenses of the Plan are paid by
the Company.
INVESTMENTS:
All investments are held by Norwest Bank, the Plan's trustee.
Investments are stated at fair value by reference to quoted market
prices.
The Plan presents in the statement of changes in net assets available
for benefits the net appreciation in fair value of its investments,
which consists of realized gains (losses) and the unrealized
appreciation (depreciation) on those investments. Transactions are
recorded on the settlement date.
2. PARTICIPATION AND CONTRIBUTIONS:
Hourly employees of the Company's mine in Lead, South Dakota, who have
completed three months of service are eligible to participate in the
Plan. Participants in the individual funds at December 31 were as
follows:
<TABLE>
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Homestake Mining Company Stock Fund 114 99
Norwest Bank Income Equity Stock Fund 153 139
5
<PAGE>
HOMESTAKE MINING COMPANY RETIREMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD
NOTES TO FINANCIAL STATEMENTS, Continued
2. PARTICIPATION AND CONTRIBUTIONS, continued:
<CAPTION>
1993 1992
---- ----
<S> <C> <C>
Norwest Bank Growth Balanced Fund 253 241
Norwest Bank Stable Return Fund 354 348
Homestake Mining Company Loan Fund 58 28
</TABLE>
All contributions to the Plan are made by Plan participants through
wage deferrals. Plan participants may contribute from 1% to 16% of
their total compensation and may allocate contributions to one or
more of the funds. Participants may also contribute amounts from
certain other qualified plans. Effective September 1992, the Plan
was amended whereby the Company is required to match 25% of the
first 6% of each employee's compensation contributed.
3. VESTING AND WITHDRAWALS:
Employee contributions and any income (loss) thereon vest
immediately. Company contributions and the related income (loss)
for these contributions vest 60% after three years, 80% after four
years, and 100% after five years from the initial date of
employment.
Participants or their beneficiaries are eligible to withdraw from
their accounts following the participant's attainment of age
59-1/2, termination of employment with the Company, death, or in
the case of financial hardship, subject to the approval of the Plan
Committee.
Forfeitures of terminated employees are allocated to active
participants at the end of each Plan year. The forfeitures are
allocated in proportion to the Company contribution made to the
individual participant's account during the Plan year.
6
<PAGE>
HOMESTAKE MINING COMPANY RETIREMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD
NOTES TO FINANCIAL STATEMENTS, Continued
4. PARTICIPANTS' LOANS:
Participants may borrow from $1,000 to $50,000 from their accounts,
including Company matching contributions, limited to 50% of the
vested value of such accounts. Borrowings cannot exceed five years
unless the loan is for the purchase of a principal residence, in
which case, it cannot exceed ten years. Borrowings bear interest
at rates determined by the lending institution, subject to approval
of the Plan Committee at the origination of the loan and are
repayable by bi-weekly payroll deductions. During 1993, the
borrowing rate was 7%. Loans are collateralized by the borrower's
note and vested interest in the Plan.
5. FEDERAL INCOME TAXES:
The Plan received a favorable tax determination letter on July 9,
1991 from the Internal Revenue Service indicating that the Plan is
exempt from federal income taxes under provisions of the Internal
Revenue Code.
Participating employees are not subject to federal income tax on
amounts added to their accounts for contributions and investment
income until such time as they withdraw amounts from the Plan.
7
<PAGE>
HOMESTAKE MINING COMPANY RETIREMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD
NOTES TO FINANCIAL STATEMENTS, Continued
6. SECURITIES:
Number of shares or units held, fair value, and cost of investments
in securities at December 31, 1993 and 1992 were as follows:
<TABLE>
<CAPTION>
December 31, 1993
-------------------------------------------
Number Fair
of Value
Shares Over
or Units Fair (Under)
Held Value Cost Cost
-------- ------- -------- --------
<S> <C> <C> <C> <C>
Homestake Mining
Company Stock Fund 16,127 $ 354,794 $ 236,044 $118,750
Norwest Bank Income
Equity Stock Fund 14,137 251,237 241,281 9,956
Norwest Bank Growth
Balanced Fund 59,060 1,047,485 853,925 193,560
Norwest Bank Stable
Return Fund 90,057 1,759,265 1,562,947 196,318
--------- --------- ---------
$3,412,781 $2,894,197 $518,584
--------- --------- ---------
--------- --------- ---------
8
<PAGE>
HOMESTAKE MINING COMPANY RETIREMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD
NOTES TO FINANCIAL STATEMENTS, Continued
6. SECURITIES, continued:
<CAPTION>
December 31, 1992
-------------------------------------------
Number Fair
of Value
Shares Over
or Units Fair (Under)
Held Value Cost Cost
--------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Homestake Mining
Company Stock Fund 12,914 $ 142,054 $ 194,298 $ (52,244)
Norwest Bank Income
Equity Stock Fund 4,274 69,857 68,735 1,122
Norwest Bank Growth
Balanced Fund 45,193 719,925 604,967 114,958
Norwest Bank Stable
Return Fund 65,198 1,185,227 1,073,713 111,514
---------- ---------- ---------
$2,117,063 $1,941,713 $175,350
---------- ---------- ---------
---------- ---------- ---------
</TABLE>
9
<PAGE>
HOMESTAKE MINING COMPANY RETIREMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD
NOTES TO FINANCIAL STATEMENTS, Continued
7. ALLOCATION OF ASSETS:
The assets of the Plan are allocated among the Plan's investment funds
as follows:
<TABLE>
<CAPTION>
Year Ended December 31, 1993
-------------------------------------------
Home- Norwest
stake Bank Norwest
Mining Income Bank
Company Equity Growth
Stock Stock Balanced
Fund Fund Fund
-------- -------- --------
<S> <C> <C> <C>
Contributions:
Employee $ 79,493 $ 160,490 $ 255,888
Homestake Mining
Company 14,289 30,648 47,610
Interest and
dividends 1,679 5 13
Other income 1,185 - -
Net appreciation
in fair value
of investments 181,404 11,731 93,647
Withdrawals (19,976) (12,592) (56,730)
Net transfers (42,580) (8,902) (12,869)
-------- --------- ---------
Net increase 215,494 181,380 327,559
Net assets available
for benefits:
Beginning of
year 146,348 69,857 719,926
--------- --------- ---------
End of year $ 361,842 $ 251,237 $1,047,485
--------- --------- ---------
--------- --------- ---------
10
<PAGE>
HOMESTAKE MINING COMPANY RETIREMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD
NOTES TO FINANCIAL STATEMENTS
7. ALLOCATION OF ASSETS: (Continued)
<CAPTION>
Year Ended December 31, 1993
-----------------------------------------
Norwest
Bank
Stable Partici-
Return pant
Fund Loans Total
---------- ----------- -----------
<S> <C> <C> <C>
Contributions:
Employee $ 492,220 - $ 988,091
Homestake Mining
Company 92,209 - 184,756
Interest and
dividends 32 $ 6,394 8,123
Other income 2,003 - 3,188
Net appreciation
in fair value of
investments 102,010 - 388,792
Withdrawals (118,412) (1,863) (209,573)
Net transfers 4,023 60,328 -
---------- ---------- ----------
Net increase 574,085 64,859 1,363,377
Net assets available
for benefits:
Beginning of
year 1,185,180 65,396 2,186,707
---------- ---------- ----------
End of year $1,759,265 $ 130,255 $3,550,084
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
11
<PAGE>
HOMESTAKE MINING COMPANY RETIREMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD
ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES
as of December 31, 1993
<TABLE>
<CAPTION>
Number
Description of Shares
of or Units
Identity of Issue Investment Cost Held
- - ----------------- ------------ --------- ---------
<S> <C> <C> <C>
Homestake Mining Common
Company Stock $ 236,044 16,127
Norwest Bank
Income Equity Mutual
Stock Fund Fund 241,281 14,137
Norwest Bank
Growth Balanced Mutual
Fund Fund 853,925 59,060
Norwest Bank
Stable Return Mutual
Fund (1) Fund 1,562,947 90,057
Cash and cash
equivalents - 7,110 7,110
Participant
loans - 130,193 130,193
-----------
$3,031,500
-----------
-----------
12
<PAGE>
HOMESTAKE MINING COMPANY RETIREMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD
ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES
as of December 31, 1993, Continued
<CAPTION>
Description Value
of Per Fair
Identity of Issue Investment Unit Value
- - ----------------- ------------ ---------- ---------
<S> <C> <C> <C>
Homestake Mining Common
Company Stock $ 22.00 $ 354,794
Norwest Bank
Income Equity Mutual
Stock Fund Fund 17.77 251,237
Norwest Bank
Growth Balanced Mutual
Fund Fund 17.74 1,047,485
Norwest Bank
Stable Return Mutual
Fund (1) Fund 19.53 1,759,265
Cash and cash
equivalents - 1.00 7,110
Participant
loans - 1.00 130,193
----------
$3,550,084
----------
----------
<FN>
(1) Stable Return Fund interest rate ranged from 5.72% to 7.5% from
January 1, 1993 through December 31, 1993.
</TABLE>
13
<PAGE>
HOMESTAKE MINING COMPANY RETIREMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD
ITEM 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1993
<TABLE>
<CAPTION>
Additions
--------------------------------
Number
Identity of of Purchase
Party Involved Description Transactions Price
- - --------------- -------------- ----------- ----------
<S> <C> <C> <C>
Norwest Bank Homestake Mining
Company Stock Fund 12 $ 130,285
Norwest Bank Income Equity
Stock Fund 17 238,864
Norwest Bank Growth Balanced
Fund 29 324,263
Norwest Bank Stable Return
Fund 27 639,074
14
<PAGE>
HOMESTAKE MINING COMPANY RETIREMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD
ITEM 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1993, Continued
<CAPTION>
Reductions
--------------------------------
Number
Identity of of Selling
Party Involved Description Transactions Price
- - --------------- ------------- ----------- ----------
<S> <C> <C> <C>
Norwest Bank Homestake Mining
Company Stock Fund 12 $ 127,531
Norwest Bank Income Equity
Stock Fund - -
Norwest Bank Growth Balanced
Fund - -
Norwest Bank Stable Return
Fund 29 167,046
15
<PAGE>
HOMESTAKE MINING COMPANY RETIREMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD
ITEM 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1993, Continued
<CAPTION>
Reductions
--------------------------------
Identity of Book Net
Party Involved Description Value Gain
- - --------------- --------------- ----------- ----------
<S> <C> <C> <C>
Norwest Bank Homestake Mining
Company Stock Fund $ 127,531 -
Norwest Bank Income Equity
Stock Fund - -
Norwest Bank Growth Balanced
Fund - -
Norwest Bank Stable Return
Fund 149,840 $ 17,206
</TABLE>
16
Exhibit No. 24
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Registration Statement No.
33-32174 on Form S-8 of Homestake Mining Company of our report dated May
31, 1994 on our audit of the financial statements of the Homestake Mining
Company Retirement Savings Plan for Hourly Employees at Lead as of December
31, 1993 and 1992 and for the year ended December 31, 1993, which report is
included in this Annual Report on Form 11-K.
/s/ Coopers & Lybrand
- - ---------------------
COOPERS & LYBRAND
Oakland, California
June 23, 1994
