UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(x) Quarterly report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the Quarterly Period Ended March 31, 1995
( ) 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 1-8736
HOMESTAKE MINING COMPANY
A Delaware Corporation
IRS Employer Identification No. 94-2934609
650 California Street
San Francisco, California 94108-2788
Telephone: (415) 981-8150
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
______ ________
The number of shares of common stock outstanding as of April 28, 1995 was
137,913,000.
Page 1
<PAGE>
HOMESTAKE MINING COMPANY AND SUBSIDIARIES
PART 1 - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements
----------------------------
A. Condensed Consolidated Balance Sheets (unaudited)
------------------------------------------------
(In thousands, except per share amount)
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
------------ ------------
<S> <C> <C>
ASSETS
Current assets
Cash and equivalents $ 81,923 $ 105,701
Short-term investments 142,657 99,479
Receivables 68,961 58,994
Inventories:
Finished products 14,697 15,004
Ore and in-process 23,805 26,889
Supplies 30,134 29,822
Other 7,051 6,910
------------ -----------
Total current assets 369,228 342,799
------------ -----------
Property, plant and equipment
- at cost 1,574,626 1,579,502
Accumulated depreciation,
depletion and amortization (785,112) (771,281)
------------ -----------
Property, plant and
equipment - net 789,514 808,221
------------ -----------
Investments and other assets
Noncurrent investments 11,723 15,774
Other assets 33,718 35,174
------------ -----------
Total investments and other
assets 45,441 50,948
------------ -----------
Total Assets $ 1,204,183 $1,201,968
============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 31,118 $ 35,674
Accrued liabilities:
Payroll and other
compensation 20,268 22,178
Reclamation 16,094 15,266
Other 18,706 16,694
Income and other taxes payable 9,485 7,083
------------ -----------
Total current liabilities 95,671 96,895
------------ -----------
Long-term liabilities
Long-term debt 185,000 185,000
Other long-term obligations 110,277 110,719
------------ -----------
Total long-term liabilities 295,277 295,719
------------ -----------
Deferred income and mining taxes 145,606 136,274
Minority interest in consolidated
subsidiaries 85,361 84,310
Shareholders' equity
Capital stock, $1 par value
per share:
Preferred - 10,000 shares
authorized; no shares
outstanding
Common - 250,000 shares
authorized; shares
outstanding:
1995 - 137,871;
1994 - 137,785 137,871 137,785
Other shareholders' equity 444,397 450,985
------------ -----------
Total shareholders' equity 582,268 588,770
------------ -----------
Total Liabilities and
Shareholders' Equity $1,204,183 $1,201,968
============ ===========
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE>
HOMESTAKE MINING COMPANY AND SUBSIDIARIES
B. Condensed Statements of Consolidated Income (unaudited)
-------------------------------------------------------
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended March 31,
1995 1994
---------- ------------
<S> <C> <C>
Revenues
Gold and ore sales $ 159,909 $ 161,003
Sulphur and oil sales 12,154 4,940
Interest income 4,263 1,765
Equity earnings (80) 328
Other income 3,686 4,366
---------- -----------
179,932 172,402
---------- -----------
Costs and Expenses
Production costs 118,434 103,187
Depreciation, depletion
and amortization 23,003 20,107
Administrative and
general expense 9,291 8,194
Exploration expense 4,754 3,064
Interest expense 2,632 2,993
Other expense 697 222
---------- -----------
158,811 137,767
---------- -----------
Income Before Taxes and
Minority Interest 21,121 34,635
Income and Mining Taxes (11,393) (8,694)
Minority Interest (3,168) (1,727)
---------- -----------
Net Income $ 6,560 $ 24,214
========== ===========
Net Income Per Share $ 0.05 $ 0.18
========== ===========
Average Shares Used in
the Computation 137,816 137,675
========== ===========
Dividends Per Common Share $ 0.05 $ 0.025
========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE>
HOMESTAKE MINING COMPANY AND SUBSIDIARIES
C. Condensed Statements of Consolidated Cash Flows (unaudited)
------------------------------------------------------------
(In thousands)
<TABLE>
<CAPTION>
Three Months Ended March 31,
1995 1994
---------- -----------
<S> <C> <C>
Cash Flows from Operations
Net income $ 6,560 $ 24,214
Reconciliation to net cash provided
by operations:
Depreciation, depletion and
amortization 23,003 20,107
Deferred taxes, minority interest
and other 10,044 8,068
Gain on disposals of assets (4,473) (1,743)
Effect of changes in operating
working capital items (6,062) (18,048)
---------- ---------
Net cash provided by operations 29,072 32,598
---------- ---------
Investment Activities
Increase in short-term
investments (43,178) (36,685)
Additions to property, plant and
equipment (11,815) (15,173)
Proceeds from sales of assets 7,634 3,997
Other 331
---------- ---------
Net cash used in investment
activities (47,028) (47,861)
---------- ---------
Financing Activities
Common shares issued 1,070 4,367
Dividends paid (6,892) (3,442)
Debt repayments (8,352)
---------- ---------
Net cash used in financing activites (5,822) (7,427)
---------- ---------
Net decrease in cash and equivalents (23,778) (22,690)
Cash and equivalents, January 1 105,701 134,719
---------- ---------
Cash and equivalents, March 31 $ 81,923 $112,029
========== =========
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
HOMESTAKE MINING COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
_______________________________________________________________
1. The condensed consolidated financial statements included herein should
be read in conjunction with the financial statements and notes thereto,
which include information as to significant accounting policies, in the
Company's Annual Report on Form 10-K for the year ended December 31,
1994.
The information furnished in this report reflects all adjustments which,
in the opinion of management, are necessary for a fair statement of the
results for the interim periods. Except as described in Note 2, such
adjustments consist of items of a normal recurring nature. Results of
operations for interim periods are not necessarily indicative of results
for the full year.
2. In February 1995, the Company sold its 28% equity interest in the Torres
silver mining complex for $6 million. This sale resulted in a pretax
gain of $2.7 million, which is included in other income.
3. Under the Company's foreign currency protection program, the Company
has entered into a series of foreign currency option contracts which
established trading ranges within which the United States dollar may
be exchanged for foreign currencies by setting minimum and maximum
exchange rates. Option contracts outstanding as of March 31, 1995 were
as follows:
<TABLE>
<CAPTION>
Exchange Rates
Amount Covered To U.S. $ Expiration
Currency (U.S. Dollars) Minimum Maximum Date
-----------------------------------------------------------------------
<S> <C> <C> <C> <C>
Canadian $137,500,000 $0.67 $0.77 1995 - 1997
Australian 66,500,000 0.70 0.76 1995 - 1996
------------
$204,000,000
</TABLE>
4. In the fourth quarter of 1994, the Company entered into forward sales
for 183,200 ounces of gold it expects to produce at the Nickel Plate
mine during 1995 and 1996. The prices to be received range from $386 to
$437 per ounce and average $412 per ounce. The purpose of the forward
sales program is to allow for recovery of the Company's remaining
investment in the mine and provide for estimated reclamation costs.
Results for the first quarter of 1995 include sales under this program
of 21,500 ounces at an average price of $389 per ounce. At March 31,
1995 forward sales for 161,700 ounces at an average price of $415 per
ounce remain outstanding under this program.
5. The Comprehensive Environmental Response, Compensation and Liability Act
(CERCLA) imposes heavy liabilities on persons who discharge hazardous
substances. The Environmental Protection Agency (EPA) publishes a
National Priorities List (NPL) of known or threatened releases of such
substances.
An 18-mile stretch of Whitewood Creek in the Black Hills of South Dakota
is a site on the NPL. The EPA asserted that discharges of tailings by
mining companies, including the Company, for more than 100 years have
contaminated soil and water. In 1990, the Company signed a consent
decree with the EPA requiring that the Company perform remedial work on
the site and continue long-term monitoring. The on-site remedial work
has been completed. The Company estimates that the remaining cost of
actions required by the decree, including EPA oversight costs, will be
less than $1 million. The EPA has certified that the Company has fully
performed remedial actions required by the decree. The EPA also has
notified the Company of its intention to move forward with the deletion
of this site from the NPL, and the Company expects deletion to occur in
1995.
The tailings facility at the Company's discontinued uranium mill near
Grants, New Mexico, is a site on the NPL. The EPA asserted that leakage
from the tailings has contaminated a shallow aquifer that served nearby
residential subdivisions. The Company paid the costs for installing a
municipal water supply and continues to operate an injection and
collection system that has significantly improved the quality of the
aquifer to a point where contaminates off-site are below natural
background levels. The Company has decommissioned and disposed of the
mills and has closed the tailings impoundments at the site. The
estimated costs of continued compliance are included in the accrued
reclamation liability. All EPA oversight costs for the site have been
paid and no additional oversight costs are accruing.
5
<PAGE> HOMESTAKE MINING COMPANY AND SUBSIDIARIES
Title X of the Energy Policy Act of 1992 (the Act) authorized
appropriations of $270 million to cover the Federal Government's share
of certain costs of reclamation, decommissioning and remedial action for
byproduct material (primarily tailings) generated by certain licensees
as an incident of uranium sales to the Federal Government.
Reimbursement is subject to compliance with regulations of the
Department of Energy (DOE), which were issued in 1994. Pursuant to the
Act, the Company may submit requests for reimbursement under the Act for
51.2% of the past and future costs of reclaiming the Grants site in
accordance with the approved reclamation plan and Nuclear Commission
license requirements. The Company estimates the total costs to reclaim
the Grants facility, including costs incurred to date by the Company,
will be $59.2 million. The DOE's share of these estimated costs will
amount to approximately $30.2 million. To date, Congress has
appropriated $83 million for disbursement in fiscal years 1994 and 1995
to eligible licensees. In 1994, the Company submitted an initial claim
of $14.1 million for the DOE's share of past costs incurred through
December 31, 1993 and a claim for approximately $7 million will be
submitted in 1995 for 1994 expenditures. The Company expects to file
additional claims on an annual basis for expenditures made in the prior
year. The Company records a receivable and an increase in long-term
accrued reclamation when claims are filed with the DOE. The
accompanying balance sheet at March 31, 1995 includes a receivable of
$9.8 million from the DOE for claims filed, net of $4.3 million
reimbursements received through that date. The Company believes that
its reclamation reserves for uranium operations and amounts expected to
be received under the Act are sufficient to provide for all reclamation
costs for the Grants site.
In 1983, the state of New Mexico made a claim against the Company for
unspecified natural resource damages resulting from the Grants tailings.
The state of South Dakota made a similar claim in 1983 as to the
Whitewood Creek tailings. The Company denies all liability for damages
at the two CERCLA sites. The two states have taken no action to enforce
the 1983 claims.
The Company believes that the ultimate resolution of the above matters
will not have a material adverse impact on its financial condition or
results of operations.
In addition to the above, the Company is party to legal actions and
administrative proceedings and is subject to claims arising in the
ordinary course of business. The Company believes the disposition of
these matters will not have a material adverse effect on its financial
position or results of operations.
6<PAGE>
HOMESTAKE MINING COMPANY AND SUBSIDIARIES
Item 2 - Management's Discussion and Analysis of Financial
-------------------------------------------------
Condition and Results of Operations
-----------------------------------
GOLD PRODUCTION
The following chart details Homestake's gold production and cash operating
costs per ounce by location, and consolidated revenue, cash operating costs
and noncash costs per ounce.
<TABLE>
<CAPTION>
Production Cash Operating Costs
(Ounces in thousands) (Dollars per ounce)
Three Months Ended Three Months Ended
Percentage March 31, March 31,
Mine Interest (%) 1995 1994 1995 1994
- ---- ------------- ------------------ -------------------
<S> <C> <C> <C> <C> <C>
Homestake 100 98.7 103.2 $305 $255
McLaughlin 100 52.2 66.8 288 231
Round Mountain 25 23.0 34.0 264 155
Joint Ventures 7.1 10.3 332 260
------ -----
Total United States 181.0 214.3
Eskay Creek (1,2) 100 65.2 186
Williams 50 48.1 61.7 235 199
David Bell (3) 50 17.4 25.0 253 175
Nickel Plate 100 21.5 24.0 342 278
Snip (2,4) 40 12.6 12.7 162 170
------ -----
Total Canada 164.8 123.4
Kalgoorlie,
Australia 50 88.9 89.8 260 265
El Hueso,
Chile 100 8.8 14.6 384 339
Mines not shown or sold 5.3 12.3 169 223
------ ------
Total Production 448.8 454.4 $263 $234
Minority Interest (54.9) (22.4)
------ ------
Homestake's Share 393.9 432.0
====== ======
<CAPTION>
Three Months Ended
March 31,
Per Ounce of Gold 1995 1994
- ----------------- ----- -----
<S> <C> <C>
Revenue $381 $385
Cash Operating Costs 263 234
Noncash Costs (5) 51 47
<FN>
(1) Ounces produced are expressed on a gold equivalent basis and include
43,000 payable ounces of gold and 1.8 million ounces of silver
contained in ore sold to smelters.
(2) For comparison purposes, cash operating costs per ounce include
estimated third-party costs incurred by smelters and others to produce
marketable gold and silver.
(3) Ounces produced include 1,000 and 1,900 ounces of gold production from
the Quarter Claim in the 1995 and 1994 first quarters, respectively.
(4) Includes ounces of gold contained in dore and concentrates.
(5) Includes depreciation, end-of-mine reclamation accruals, and
amortization of the cost of property acquisitions.
</TABLE>
7<PAGE>
HOMESTAKE MINING COMPANY AND SUBSIDIARIES
Management's Discussion and Analysis (continued)
- -----------------------------------------------
Results of Operations
(Unless specifically stated otherwise, all comments, production statistics,
etc. relate to amounts included in the consolidated financial statements
including the Company's interests in mining partnerships accounted for using
the equity method, without reduction for minority interest.)
The Company recorded net income of $6.6 million or 5 cents per share during
the first quarter of 1995 compared to net income of $24.2 million or 18 cents
per share during the first quarter of 1994. The decrease in earnings resulted
primarily from lower gold production at certain locations, higher exploration
costs and a higher effective tax rate. Gold production was 448,800 equivalent
ounces in the 1995 first quarter, almost equal to the 454,400 ounces produced
in the 1994 first quarter. Lower production due to the effects of severe
weather conditions at the McLaughlin mine and to temporary production problems
at certain of the Company's other operations was offset by initial production
from the new Eskay Creek mine.
Product sales from gold operations of $159.9 million during the 1995 first
quarter compare to $161 million during the prior year's first quarter. During
the first quarter of 1995, 444,700 equivalent ounces of gold were sold at an
average gold price of $381 per ounce compared to 433,200 ounces of gold sold
at an average price of $385 per ounce during the first quarter of 1994.
Finished gold inventories decreased by 4,100 ounces during the first quarter
of 1995 compared to a 21,200 ounce decrease during the first quarter of 1994.
In January 1995, commercial production began at Prime Resources Group Inc's
(Prime) Eskay Creek mine in northern British Columbia. During the 1995 first
quarter, the Eskay Creek mine sold ore containing 43,000 ounces of gold and
1.8 million ounces of silver, equivalent to 65,200 ounces of gold. Cash
production costs, including the costs incurred by third-party smelters to
produce marketable gold and silver, were $186 per ounce of gold equivalent.
Sales of ore containing approximately 6,000 equivalent ounces of gold were
delayed and will not be realized until the 1995 second quarter due to a rail
strike which halted shipments to a smelter in Quebec during the latter part of
March. Operating efficiency and related costs should continue to improve at
Eskay Creek and the Company expects the mine will produce ore containing
approximately 270,000 ounces of gold equivalent in 1995.
Domestic production during the 1995 first quarter decreased by 16% to 181,000
ounces from the prior year's first quarter, primarily due to declines in
production at the Homestake, McLaughlin and Round Mountain mines. During the
1995 first quarter, production of 98,700 ounces at the Homestake mine in South
Dakota was 4,500 ounces lower than the 1994 first quarter. The collapse of a
ventilation shaft in 1994 continued to limit access to the deeper higher-grade
mining areas in the underground operations. A new ventilation shaft was
completed in March 1995, which has enabled the mine to increase production
from the higher-grade areas. The McLaughlin mine in northern California
produced 52,200 ounces at a cash cost of $288 per ounce during the first
quarter of 1995 compared to 66,800 ounces at a cash cost of $231 per ounce
during the first quarter of 1994. The decrease in production primarily is a
result of severe rainstorms which caused flooding and related problems at the
mine during the 1995 first quarter. Despite the flooding, environmental
protection systems performed as expected and there was no degradation in
downstream water quality. Production at the McLaughlin mine is expected to
return to more normal levels by the end of the 1995 second quarter.
Homestake's share of the production from the Round Mountain mine in Nevada
decreased by 32% to 23,000 ounces during the 1995 first quarter. Production
during the first quarter of 1994 was unusually high due to the one-time
benefit resulting from applying more solution to ore on the dedicated heap-
leach pads. The lower production resulted in an increase in the Round
Mountain mine's cash costs from $155 per ounce during the 1994 first quarter
to $264 per ounce during the 1995 first quarter.
Overall foreign gold production during the first quarter of 1995 increased by
14% from the prior year's first quarter, primarily due to the commencement of
production at the Eskay Creek mine, partially offset by decreases in
production from the Williams and David Bell mines in Canada and the El Hueso
mine in Chile. Production of 48,100 ounces at the Williams mine during the
first quarter of 1995 decreased from 61,700 ounces during the first quarter of
1994 reflecting an expected decline in ore grades. As a result, cash costs at
the Williams mine increased by 18% to $235 per ounce over the prior year's
first quarter. The David Bell mine produced 16,400 ounces at a cash cost of
$253 per ounce during the first quarter of 1995 compared to 23,100 ounces at a
cash cost of $168 per ounce during the first quarter of 1994. The lower
production and resulting
8<PAGE>
HOMESTAKE MINING COMPANY AND SUBSIDIARIES
increase in cash costs at the David Bell mine is due to the failure of a stope
hanging wall and variations in grade related to stope scheduling.
Homestake Gold of Australia's (HGAL) share of gold production at the
Kalgoorlie operations in Western Australia totaled 88,900 ounces during the
1995 first quarter compared to 89,800 ounces during the 1994 first quarter.
Cash costs at the Kalgoorlie operations decreased slightly to $260 per ounce
during the first quarter of 1995 from $265 during the first quarter of 1994.
Gold production at the El Hueso mine totaled 8,800 ounces during the 1995
first quarter compared to 14,600 ounces during the prior year's first quarter
reflecting a decrease in tons leached. Gold mining at El Hueso ceased in
February 1995 and limited production from heap leaching is expected to
continue through 1995.
Because of the lower production, cash operating costs during the first quarter
of 1995 were $263 per ounce, 12% higher than in the first quarter of 1994.
However, the Company has resolved most of the problems which adversely
affected first quarter production, and still expects to produce approximately
1.9 million ounces of gold during 1995 at an average production cost which
will be lower than experienced during the 1995 first quarter.
The Main Pass 299 sulphur mine recorded operating income of $2.1 million
during the 1995 first quarter compared to an operating loss of $1.1 million
during the 1994 first quarter. This increase primarily is due to
significantly higher sales volumes and a $17 per ton increase in the average
realized price of sulphur.
Depreciation, depletion and amortization expense of $23 million during the
first quarter of 1995 compares to $20.1 million during the first quarter of
1994. The increase primarily is due to depreciation related to the Eskay
Creek mine.
Exploration expense increased to $4.8 million during the first quarter of 1995
from $3.1 million during the first quarter of 1994. The increase is primarily
due to increased activity at the Ruby Hill advanced exploration project in
Nevada and exploration work near the El Hueso mine.
In February 1995, the Company sold its 28% interest in the Torres silver
mining complex in Mexico for $6 million. A pretax gain of $2.7 million was
recorded on the sale.
The Company's general policy is to sell its production at current prices.
However, in certain limited circumstances, the Company will enter into forward
sales commitments for small portions of its gold production. In the fourth
quarter of 1994, the Company entered into forward sales for 183,200 ounces of
gold it expects to produce at the Nickel Plate mine during 1995 and 1996. The
prices to be received range from $386 to $437 per ounce and average $412 per
ounce. The purpose of the forward sales program is to allow for recovery of
the Company's remaining investment in the mine and provide for estimated
reclamation costs. Results for the first quarter of 1995 include sales under
this program of 21,500 ounces at an average price of $389 per ounce. At March
31, 1995 forward sales for 161,700 ounces at an average price of $415 per
ounce remain outstanding under this program.
A substantial portion of Homestake's gold sales are generated outside the
United States, principally in Canada and Australia. The value of these
countries' currencies can fluctuate significantly with the U.S. dollar. The
Company has a foreign currency protection program which establishes exchange
rate ranges within which a portion of U.S. dollar receipts from the sale of
gold may be converted into the currencies of these countries. Under existing
SEC pronouncements, contracts entered into under this program do not qualify
for hedge accounting and must be marked to market. At March 31, 1995 the
Company had a net unrealized loss of $0.1 million on open contracts.
Other income for the first quarter of 1995 includes the $2.7 million gain on
the sale of the Company's interest in the Torres mining complex, a $1.9
million gain on the sale of certain exploration properties in Australia and a
net foreign currency exchange loss of $2.4 million. The net foreign currency
loss includes a $2 million foreign currency transaction loss on the repayment
of intercompany debt denominated in Canadian dollars. Other income for the
first quarter of 1994 included a foreign currency exchange gain of $0.4
million, income of $1.8 million from insurance proceeds, and a $1.3 million
gain on the sale of HGAL's Fortnum property.
9<PAGE>
HOMESTAKE MINING COMPANY AND SUBSIDIARIES
The effective income tax rate for the Company in 1995 has increased from the
prior year. In 1994, the Company benefited from reversals of tax valuation
allowances principally in foreign jurisdictions. These items were fully
utilized in 1994 and, as a result, the Company will now report a higher tax
rate for all of 1995.
Income allocable to minority interests in consolidated subsidiaries increased
to $3.2 million in the first quarter of 1995 from $1.7 million in the first
quarter of 1994. This increase primarily is due to the income derived from
the Eskay Creek mine. Prime, which owns 100% of the Eskay Creek mine, is a
50.6%-owned subsidiary of Homestake.
Liquidity and Capital Resources
Cash provided by operations totaled $29.1 million in the first quarter of 1995
compared to $32.6 million in the first quarter of 1994. Working capital at
March 31, 1995 amounted to $273.6 million, including $224.6 million
in cash and equivalents and short-term investments.
Capital additions of $11.8 million for the first quarter of 1995 include $7.5
million at the Kalgoorlie operations primarily for the Fimiston mill
expansion. The Fimiston mill expansion should be completed by the end of the
1995 third quarter. When finished, it will provide an additional 4 million
tons of mill capacity at the Kalgoorlie operations. The 3 million ton Oroya
mill will then be dismantled to make room for the next major development of
the Super Pit, resulting in a net increase of 1 million tons in Kalgoorlie
mill capacity.
The Company has a $150 million line of credit under which borrowings may be
drawn in U.S. dollars, Canadian dollars, ounces of gold or any combination of
these. No amounts have been borrowed under this facility. The Company has no
required debt payments until the year 2000.
During the second quarter of 1994, the Company increased its quarterly
dividend from $0.025 to $0.05 per share. Total common stock dividends paid
during the first quarter of 1995 were $6.9 million compared to $3.4 million
for the comparable period of 1994.
Future results will be impacted by such factors as the market price of gold,
the Company's ability to expand its ore reserves and the fluctuations of
foreign currency exchange rates. The Company believes that the combination of
cash, short-term investments, available lines of credit and future cash flows
from operations will be sufficient to meet normal operating requirements and
anticipated dividends.
10<PAGE>
HOMESTAKE MINING COMPANY AND SUBSIDIARIES
Part II - OTHER INFORMATION
- ---------------------------
Item 1. Legal Proceedings
- --------------------------
On October 13, 1993, Goldstake Explorations (S.D.) Inc. filed an action in the
Federal District Court of Colorado against Homestake Mining Company of
California ("Homestake California") and its wholly owned subsidiary, Whitewood
Development Corporation ("Whitewood"), Goldstake Explorations (S.D.) Inc. v.
Homestake Mining Company of California et al., No. 93-M-2149. The complaint
alleged that Homestake California and Whitewood fraudulently induced Goldstake
to enter into a joint venture agreement in 1988 between Goldstake and
Whitewood with respect to the mining of mine tailings in Whitewood Creek, near
the Company's mine in South Dakota. The complaint alleged that Homestake
California and Whitewood misrepresented their intent to mine the tailings in
order to prevent Goldstake from mining the tailings. The complaint also
alleged that Whitewood breached the joint venture agreement and duties owed to
Goldstake under the joint venture agreement in various respects, that
Homestake California induced those breaches, and that Homestake California and
Whitewood engaged in acts of misrepresentation during the conduct of the joint
venture's activities. Goldstake claimed unspecified compensatory and punitive
damages. The litigation was stayed in order for the matter to be arbitrated.
During the second quarter of 1994, Goldstake amended its claim to allege
actual damages of $137.5 million. The arbitration hearing was held in January
1995. At the arbitration, Goldstake claimed damages of approximately $79
million. On March 27, 1995 the arbitrators entered their decision under which
Homestake California and Whitewood are to pay Goldstake $0.5 million within 30
days and promptly apply for all necessary permits to construct and operate a
mine and processing facility. If all permits have not been obtained by
December 31, 1995, Homestake California and Whitewood are to pay an additional
$0.5 million. If all permits have not been obtained by December 31, 1996,
Homestake California and Whitewood are to pay Goldstake an additional $0.5
million.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits Method of Filing
----------------
3.4 - Bylaws (as amended through
May 9, 1995) of Homestake Filed herewith
Mining Company electronically
11 - Computation of Earnings Filed herewith
Per Share electronically
27 - Financial Data Schedule Filed herewith
electronically
(b) Reports on Form 8-K
One report on Form 8-K was filed during the quarter ended March 31,
1995. The report, dated March 20, 1995, was submitted in order to file
two documents as follows: (1) Amended and Restated Credit Agreement and
(2) Retirement plan for outside directors of the Company.
11<PAGE>
HOMESTAKE MINING COMPANY AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
HOMESTAKE MINING COMPANY
Date: May 10, 1995 By: /s/ Gene G. Elam
---------------- -----------------
Gene G. Elam
Vice President, Finance
and Chief Financial
Officer
Date: May 10, 1995 By: /s/ David W. Peat
---------------- ------------------
David W. Peat
Controller (Chief
Accounting Officer)
12
<PAGE>
Exhibit 3.4
HOMESTAKE MINING COMPANY
(A DELAWARE CORPORATION)
BYLAWS
As amended through May 9, 1995
ARTICLE I
MEETING OF STOCKHOLDERS
SECTION 1. The annual meeting of the Company shall be held on such day
and at such time as the Board of Directors shall determine, for the election
of Directors and the transaction of such other business as properly come
before such meeting.
SECTION 2. Special meetings of the stockholders may be called at any
time by the Chairman of the Board, by the President, by the Board of Directors
of the Company, by a committee of the Board of Directors which has been duly
designated by the Board of Directors and whose powers and authority, as
provided in a resolution of the Board of Directors or in the Bylaws of the
Company include the power to call such meetings, or by stockholders having not
less than seventy-five percent (75%) of the total voting power of all
outstanding shares of stock of the Company, but such special meetings may not
be called by any other person or persons; provided, however, that if and to
the extent that any special meeting of stockholders may be called by any other
person or persons specified in any provisions of the Restated Certificate of
Incorporation or any amendment thereto, or any certificate filed under Section
151(g) of the General Corporation Law of Delaware (or its successor statute as
in effect from time to time hereafter), then such special meeting may also be
called by the person or persons in the manner, at the times and for the
purposes so specified.
SECTION 3. All notices of meetings of stockholders shall be sent or
otherwise given in accordance with Section 4 of this Article I not less than
ten (10) nor more than sixty (60) days before the date of the meeting. The
notice shall specify the place, date and hour of the meeting and (1) in the
case of a special meeting, the general nature of the business to be
transacted, and no other business may be transacted, or (2) in the case of the
annual meeting, those matters which the Board of Directors, at the time of
giving the notice, intends to present for action by the stockholders, and (3)
in the case of any meeting at which directors are to be elected, the names of
the nominees intended at the time of the mailing of the notice to be presented
by management for election.
SECTION 4. Notice of any meeting of stockholders shall be given either
personally or by mail or other written communication, charges prepaid,
addressed to the stockholder at the address of the stockholder appearing on
the books of the Company, or given by the stockholder to the
<PAGE>Company for the purpose of notice. If no such address appears on the
Company's books or is given, notice shall be deemed to have been given if sent
to that stockholder by mail or other written communication to the Company's
principal executive office, or, if published at least once in a newspaper of
general circulation in the county where that office is located. Notice shall
be deemed to have been given at the time when delivered personally or
deposited in the mail or sent by telegram or other means of written
communication.
If any notice addressed to a stockholder at the address of that
stockholder appearing on the books of the Company is returned to the Company
by the United States Postal Service marked to indicate that the United States
Postal Service is unable to deliver the notice to the stockholder at that
address, all future notices or reports shall be deemed to have been duly given
without further mailing if these shall be available to the stockholder on
written demand of the stockholder at the principal executive office of the
Company for a period of one year from the date of the giving of the notice.
An affidavit of the mailing or other means of giving any notice of any
stockholders' meeting may be executed by the Secretary, any Assistant
Secretary, or any transfer agent of the Company giving the notice, and if
executed shall be filed and maintained in the minute book of the Company.
SECTION 5. Every annual meeting and every special meeting of the
stockholders shall be held at such place within or without the State of
Delaware as may be designated as the place for holding such meeting by the
Board of Directors. In the absence of any such designation, stockholders'
meetings shall be held at the principal executive office of the Company.
SECTION 6. Except as otherwise provided by statute of by the Restated
Certificate of Incorporation, the presence in person or by proxy of the
holders of a majority in interest of the Common Stock of the Company at the
time issued and outstanding at any meeting shall constitute a quorum for the
transaction of business. The stockholders present at a duly called or held
meeting at which a quorum is present may continue to do business until
adjournment notwithstanding the withdrawal of enough stockholders to leave
less than a quorum, if any action taken (other than adjournment) is approved
by at least a majority of the shares required to constitute a quorum. If such
quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have the power to adjourn the meeting from time to time until a
quorum shall by present or represented. At any adjourned meeting at which a
quorum shall be present or represented any business which might have been
transacted at the meeting which was adjourned may be transacted and with the
same effect. If after the adjournment a new record date is fixed for the
adjourned meeting or if the adjournment is for more than thirty (30) days,
notice of the adjourned meeting shall be given as in the case of an original
meeting, but otherwise no further notice of the time and place of the
adjourned meeting need be given other than by announcement at the meeting at
which such adjournment is taken.
SECTION 7. Except as otherwise provided by statute or by the Restated
Certificate of Incorporation, every stockholder of record shall be entitled at
any meeting of stockholders to one
2
<PAGE>
vote on each matter submitted to a vote of the stockholders for every share of
stock standing in the name of such person on the books of the Company and
qualified to vote. The stockholders' vote shall be by written ballot unless
the requirement therefor is dispensed with by the Board of Directors. On any
matter other than elections of directors, any stockholder may vote part of the
shares in favor of the proposal and refrain from voting the remaining shares
or vote them against the proposal, but, if the stockholder fails to specify
the number of shares which the stockholder is voting affirmatively, it will be
conclusively presumed that the stockholder's approving vote is with respect to
all shares that the stockholder is entitled to vote. If a quorum is present,
the affirmative vote of the majority of the shares present in person or
represented by proxy and entitled to vote on any matter shall be the act of
the stockholders, unless the vote of a greater number or voting by classes is
required by statute or by the Restated Certificate of Incorporation.
SECTION 8. In the event the Board of Directors fixes a day for the
determination of stockholders of record entitled to vote as provided in
Section I of Article XIV of these Bylaws, then only persons in whose names
shares entitled to vote stand on the stock records of the Company on such day
shall be entitled to vote.
If no record date is fixed, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the business day next preceding the day notice is given
or, if notice is waived, at the close of business on the business day next
preceding the day on which the meeting is held.
If no record date is fixed, the record date for determining stockholders
for any other purpose shall be at the close of business on the day on which
the Board of Directors adopts the resolution relating thereto.
A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the
meeting unless the Board of Directors fixes a new record date for the
adjourned meeting, but the Board of Directors may fix a new record date for
the adjourned meeting.
SECTION 9. At all meetings of the stockholders, stockholders may vote
either in person or by one or more agents authorized by a written proxy signed
by the stockholder and filed with the Secretary of the Company. A validly
executed proxy which does not state that it is irrevocable shall continue in
full force and effect unless (1) revoked by the person executing it, before
the vote pursuant to that proxy, by a writing delivered to the Company stating
that the proxy is revoked, or by a subsequent proxy executed by, or attendance
at the meeting and voting in person by, the person executing the proxy, or (2)
written notice of the death or incapacity of the maker of that proxy is
received by the Company before the vote pursuant to that proxy is counted;
provided, however, that no proxy shall be valid after the expiration of three
(3) years from the date of the proxy, unless otherwise provided in the proxy.
The revocability of a proxy that states on its face that it is irrevocable
shall be governed by the provisions of Section 212(c) of the General
Corporation Law of Delaware (or its successor statute as in effect from time
to time
3
<PAGE>
hereafter).
SECTION 10. The transactions of any meeting of stockholders, however
called and noticed, and wherever held, shall be as valid as though had at a
meeting duly held after regular call and notice, if a quorum be present either
in person or by proxy, and if, either before or after a meeting, each person
entitled to vote, who was not present in person or by proxy, signs a written
waiver of notice or a consent to a holding of the meeting, or an approval of
minutes of the meeting. The waiver of notice or consent need not specify
either the business to be transacted or the purpose of any annual or special
meeting of stockholders. All such waivers, consents or approvals shall be
filed with the corporate records or made a part of the minutes of the meeting.
Attendance by a person at a meeting shall also constitute a waiver of
notice of that meeting, except when the person objects at the beginning of the
meeting, to the transaction of any business because the meeting is not
lawfully called or convened, and except that attendance at a meeting is not a
waiver of any right to object to the consideration of matters required by law
to be included in the notice of meeting but not so included if that objection
is expressly made at the meeting.
SECTION 11. No action shall be taken by the stockholders except at an
annual or special meeting of the stockholders.
ARTICLE II
DIRECTORS
SECTION 1. Subject to the limitations prescribed by statute or by the
Restated Certificate of Incorporation or these Bylaws as to action to be
authorized or approved by the stockholders, all the powers, rights and
privileges of the Company shall be exercised by or under the direction of, and
the business and affairs of the Company shall be managed under the direction
of, its Board of Directors. Directors shall be elected by the stockholders of
the Company, and at each election the persons receiving the greatest number of
votes, up to the number of directors then to be elected, shall be the persons
then elected. The election of directors is subject to any provisions in the
Restated Certificate of Incorporation relating thereto, including any
provisions for a classified Board.
SECTION 2. Except as otherwise provided by statute or by the Restated
Certificate of Incorporation, any vacancy in the Board of Directors may be
filled by a majority of the remaining directors, though less than a quorum, or
by a sole remaining director, and each director so elected shall hold office
until his successor is elected and qualified.
SECTION 3. All meetings of the Board of Directors shall be held at the
principal office of the Company or at any other place within or without the
State of Delaware as the Board of
4<PAGE>
Directors may from time to time fix therefore. Any meeting of the Board of
Directors, regular or special, may be held by conference telephone or similar
communication equipment, so long as all directors participating in the meeting
can hear one another, and all such directors shall be deemed to be present in
person at the meeting.
SECTION 4. A regular meeting of the Board of Directors shall be
required to be given, shall be held, if a quorum be present, in each and every
year immediately after the adjournment of the annual meeting of stockholders
for the purpose of electing officers and transacting such other business as
might be transacted at any regular meeting of the Board. Regular meetings of
the Board of Directors, of which no notice shall be required to be given,
shall be held in every odd-numbered month in accordance with a schedule
established by the Board of Directors from time to time, except that the
scheduled date of any meeting may be changed by the Chairman of the Board or
the President, in the discretion of either, provided that notice of such
change shall be given to all directors personally or by mail, telegraph or
telephone at least one (1) week prior to such scheduled date and at least four
(4) days prior to the date upon which such meeting is to be held.
SECTION 5. Special meetings of the Board of Directors shall be called
by the Secretary at the direction of the Chairman of the Board, the President,
or a majority of the directors. Notice of the time and place of any special
meeting of the Board of Directors shall be given by serving the same
personally or by telephone or by telegram addressed to each director at his
post office address as the same shall appear on the books of the Company at
least two (2) hours before such meeting. Each member of the Board of
Directors shall, by writing filed with the Secretary, designate his post
office address to which notices of meetings of the Board of Directors of this
Company shall be directed, and in the event of any change therein shall
likewise designate his new post office address.
SECTION 6. At all meetings of the Board of Directors a majority of the
directors shall be necessary and sufficient to constitute a quorum for the
transaction of business, and every act and decision done or made by a majority
of the directors present at a regular meeting or a duly called special meeting
held at which a quorum is present shall be the act of the Board of Directors,
unless a greater number is required by statute or by the Restated Certificate
of Incorporation. A meeting at which a quorum is initially present may
continue to transact business notwithstanding the withdrawal of directors, if
any action taken is approved by at least a majority of the required quorum for
that meeting. In the absence of a quorum, a majority of the directors present
at any meeting may adjourn the meeting from time to time until and not past
the time fixed for the next regular meeting of the Board of Directors. Notice
of the time and place of holding an adjourned meeting need not be given to
directors absent from the meeting which was adjourned if the time and place of
the adjourned meeting are fixed at the meeting which was adjourned.
SECTION 7. By resolution of the Board of Directors, a fixed sum may be
allowed each director attending a meeting of the Board of Directors. Members
of the Executive Committee or other committees may likewise be allowed fixed
sums as determined by the Board of Directors.
5<PAGE>
All directors shall be reimbursed for any reasonable expenses which they incur
as such for attendance at meetings of the Board of Directors or committees or
otherwise. Directors who are not also officers or employees of the Company
may receive such compensation for their services as directors as may be fixed
or determined by the Board of Directors. Except as provided herein, no
director shall be compensated for his services as a director, but any director
may serve the Company in any other capacity and receive compensation therefor.
SECTION 8. The transactions of any meeting of the Board of Directors,
however called and notices, and wherever held, shall be as valid as though had
at a meeting duly held after regular call and notice, if a quorum be present
and if, either before or after the meeting, each of the directors not present
signs a written waiver of notice and consent to holding the meeting or an
approval of the minutes thereof, which waiver, consent, or approval shall be
filed with the corporate records or made a part of the minutes of the meeting.
Notice of a meeting shall also be deemed given to any director who attends the
meeting without protesting before or at its commencement, the lack of notice
to that director. Any action required or permitted to be taken by the Board
of Directors may be taken without a meeting, if all members of the Board shall
individually or collectively consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the proceedings of the
Board of Directors.
SECTION 9. The authorized number of Directors is hereby set at thirteen
until such number is changed by a Bylaw or amendment thereof duly adopted by
the stockholders in accordance with the Restated Certificate of Incorporation
or by the Board of Directors amending this Section Nine. The Board of
Directors shall be divided into three classes of directors elected for terms
of three years each. Until so changed, Class I shall consist of four
directors, Class II shall consist of five directors, Class III shall consist
of four directors.
SECTION 10. The Board of Directors may from time to time designate from
one to three former directors of this Company as Consultants to the Board of
Directors. The term of office of each such Consultant to the Board of
Directors shall terminate immediately after the adjournment of each annual
meeting of stockholders of the Company, or at such other time as may be
determined by the Board of Directors. A Consultant to the Board of Directors
may attend meetings of the Board of Directors with the privilege of
participating in all discussions, but without the right to vote, and shall be
eligible for appointment as Consultant to committees of the Board of
Directors, but with no right to vote. Consultants shall not be included in
determining the presence of a quorum. Other rights, privileges and duties of
Consultants to the Board of Directors and any compensation to be paid to
Consultants to the Board of Directors may be provided from time to time by
resolution of the Board of Directors.
ARTICLE III
EXECUTIVE AND OTHER COMMITTEES
6<PAGE>
SECTION 1. The Board of Directors may, by resolution or resolutions
passed by a majority of the authorized number of directors, appoint from their
number an Executive Committee of one or more directors, who shall make
recommendations to the Board. The Executive Committee, to the extent provided
in the resolution of the Board of Directors, shall have and may exercise all
the powers and authority of the Board of Directors including, without
limitation, the power and authority to declare a dividend, to authorize the
issuance of stock and to adopt a certificate of ownership and merger pursuant
to Section 253 of the General Corporation Law of Delaware (or its successor
statute as in effect from time to time hereafter); but shall not have the
power or authority to: (a) amend the Restated Certificate of Incorporation
(except that a committee may, to the extent authorized in resolutions
providing for the issuances of stock adopted by the Board of Directors as
provided in Section 151(a) of the General Corporation Law of Delaware (or its
successor statute as in effect from time to time hereafter), fix any of the
preferences or rights of such shares relating to dividends, redemption,
dissolution, distribution of assets of the Company, or the conversion into or
the exchange of such shares for shares of any other class or classes or any
other series of the same of any other class or classes of stock of the
Company), (b) adopt an agreement of merger or consolidation under Section 251
or 252 of the General Corporation Law of Delaware (or its successor statute as
in effect from time to time hereafter), (c) recommend to the stockholders the
sale, lease or exchange of all or substantially all of the Company's property
and assets, (d) recommend to the stockholders a dissolution of the Company or
a revocation of a dissolution, or (e) amend the Bylaws of the Company. The
Board of Directors shall elect a Chairman of the Executive Committee, and in
his absence the Chairman of the Board shall act as Chairman of the Executive
Committee, ex officio, in his place, and in the absence of the Chairman of the
Executive Committee and the Chairman of the Board, the President of the
Company shall act as Chairman of the Executive Committee, ex officio, in their
places.
SECTION 2. A majority of the Executive Committee shall constitute a
quorum for the transaction of business at any meeting thereof duly called and
held. The Board of Directors shall have the power to provide by resolution
for regular meetings of the Executive Committee and to specify the time and
place of holding such regular meetings. Special meetings of the Executive
Committee may be called at any time by the Chairman of the Board, the
President, or by a majority of the members of the Executive Committee and
notice of all such special meetings shall be given in the manner provided in
Section 5 of Article II. Meetings of the Executive Committee may be held at
the principal office of the Company, or, if authorized by resolution of the
Board of Directors, such meetings may, by unanimous consent of the members of
the committee, be held at any other place. The Board of Directors shall have
the power to prescribe rules for the government of the Executive Committee
not inconsistent with the provision of these Bylaws. In the absence of any
such prescription by the Board of Directors of by the Bylaws, the regular and
special meetings and other actions of the Executive Committee shall be
governed by the provisions of Article II applicable to meetings and actions of
the Board, with such changes in the context of these Bylaws as are necessary
to substitute the Executive Committee and its members for the Board of
Directors and its members.
7<PAGE>
SECTION 3. The Board of Directors may, by resolution or resolutions
passed by a majority of the authorized number of directors, appoint from their
number such other committees consisting of one or more directors as the Board
of Directors may deem advisable. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent
member at the meeting of the committee. Any such committee, to the extent
provided in the resolution of the Board of Directors, shall have all the
authority of the Board of Directors, except with respect to the matters set
forth in (a) through (e) of Section 1 of this Article III and shall be
governed in accordance with Section 2 of this Article III.
SECTION 4. The Executive and other committees shall keep records of
their proceedings and report the same to the Board of Directors whenever so
required.
ARTICLE IV
OFFICERS
SECTION 1. The officers of this Company shall be a Chairman of the
Board, a President, a Vice President, a Secretary, a Treasurer and a
Controller, who shall be elected by and hold office at the pleasure of the
Board of Directors. The Board of Directors may also elect such additional
officers, if any, as it shall deem expedient, including, without limitation,
one or more Executive Vice Presidents, one or more Senior Vice Presidents, one
or more Vice Presidents and one or more assistant officers. Only members of
the Board of Directors shall be eligible for the office of the Chairman of the
Board and the office of President, but no other officer need be a member of
the Board of Directors. Any two or more offices may be held by the same
person. The compensation of officers shall be fixed and determined by the
Board of Directors from time to time.
SECTION 2. The Board of Directors, at its first meeting after each
annual meeting of stockholders, shall elect a Chairman of the Board, a
President, a Vice President, a Secretary, a Treasurer and a Controller and at
such time or from time to time may elect or appoint such other officers and
agents as it shall deem expedient.
SECTION 3. Except as otherwise provided by law, or in these Bylaws, or
by resolutions of the Board of Directors, each of such officers shall serve
until the date appointed by these Bylaws for the next annual meeting of
stockholders and until his successor is elected or appointed and shall have
qualified. If the office of any officer becomes vacant for any reason, the
vacancy may be filled by the Board of Directors.
SECTION 4. The Board of Directors, in its discretion, may require any
officer, agent or employee of the Company to give security for the faithful
performance of his duties in such form and amount and with or without one or
more of such sureties as the Board of Directors may determine.
8<PAGE>
SECTION 5. Nothing in this Article IV or elsewhere in these Bylaws
shall prevent the Board of Directors from authorizing, or the Company from
executing, a contract for the employment of a person as an officer of the
Company for a period of more than one year.
ARTICLE V
CHAIRMAN OF THE BOARD AND PRESIDENT
SECTION 1. The Chairman of the Board shall, if present, preside at all
meetings of the stockholders and of the Board of Directors, and shall have
such other powers and duties as shall be prescribed by the Board of Directors
or by law. He shall be a member ex officio of all committees, except the
Audit, Compensation and Nominating Committees.
SECTION 2. The President shall, if present and in the absence of the
Chairman of the Board, preside at all meetings of the stockholders and of the
Board of Directors, and shall have such other powers and duties as shall be
prescribed by the Board of Directors or by law. He shall be a member ex
officio of all committees, except the Audit, Compensation and Nominating
Committees.
ARTICLE VI
POWERS AND DUTIES OF THE CHIEF EXECUTIVE OFFICER
AND HEAD OF THE COMPANY
Either the Chairman of the Board or the President, as may be determined
from time to time by the Board of Directors, shall have the powers and duties
of the Chief Executive Officer and head of the Company. Such powers and
duties shall include the general control and management of the business and
affairs of the Company; the responsibility for seeing that all orders and
resolutions of the Board of Directors are carried into effect; the exclusive
authority to execute bonds, mortgages and other contracts requiring a seal,
under the seal of the Company, except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to some other
officer or agent of the Company; and membership ex officio in all committees,
except the Audit, Compensation and Nominating Committees.
ARTICLE VII
EXECUTIVE VICE PRESIDENTS AND VICE PRESIDENTS
9<PAGE>
SECTION 1. Executive Vice Presidents, if any shall have been elected
and be in office, shall have and may exercise the powers and duties of the
President in the absence or inability of the latter and such other powers and
duties as may be assigned to him by the Board of Directors.
SECTION 2. The Vice President or Vice Presidents (including any Senior
Vice Presidents) shall have and exercise the powers and duties of the
Executive Vice President in the absence or inability of the President and the
Executive Vice Presidents and such other powers and duties as may be assigned
to them respectively by the Board of Directors.
SECTION 3. The Vice President, Finance shall be the Chief Financial
Officer of the Company.
ARTICLE VIII
SECRETARY AND ASSISTANT SECRETARIES
SECTION 1. The Secretary shall have custody of the seal of the Company,
and when authorized by the Board of Directors, he shall affix the same to any
instrument requiring it, and when so affixed it shall be attested by his
signature or by the signature of the Treasurer or an Assistant Secretary. He
shall attend all meetings of the stockholders and of the Board of Directors
and keep the minutes of all proceedings in a book or books to be kept for that
purpose at the principal office of the Company or at such other place as the
Board of Directors may from time to time determine, and he shall perform like
duties for the Executive and other committees when required. He shall attend
to the giving and serving of all notices of the Company, and he shall perform
such other duties as may be incidental to his office or as may be assigned to
him by the Board of Directors, the Chairman of the Board, the President, or
the officer under whose supervision he shall be.
SECTION 2. It shall be the duty of the Assistant Secretaries, if any
shall have been elected and be in office, to aid the Secretary in the
discharge of his duties and to perform such other duties as may be assigned to
them by the Board of Directors, the Chairman of the Board, the President, the
Vice President, Finance, or the Secretary.
ARTICLE IX
TREASURER AND ASSISTANT TREASURER
SECTION 1. The Treasurer shall have the care and custody of the funds
and securities of the Company, except as otherwise determined by the Board of
Directors, and shall deposit all such funds and securities of the Company in
the name and to the credit of the Company in such depositories and places and
subject to withdrawal in such manner as these Bylaws or the Board of
10<PAGE>
Directors may determine. Within established lines of authority, he shall be
responsible for the administration of the Company's securities portfolio,
pension plans, insurance and employee benefit programs, the keeping of the
stock certificate book and such other books and records as the Board of
Directors may direct. He shall also have charge of a stock book containing
the names of the stockholders and their addresses, the number of shares of
stock held by them respectively, the name and date of the certificates issued
for the same, and the number and date of cancellation of every certificate
surrendered for cancellation, and shall have such other powers and perform
such other duties as may be conferred upon or assigned to him by the Board of
Directors, the Chairman of the Board, the President, the Vice President,
Finance, or the officer under whose supervision he shall be.
SECTION 2. It shall be the duty of the Assistant Treasurer, if one
shall have been elected and be in office, to aid the Treasurer in the
discharge of his duties and perform such other duties as may be assigned to
him by the Board of Directors, the Chairman of the Board, the President, the
Vice President, Finance, or the Treasurer.
ARTICLE X
CONTROLLER AND ASSISTANT CONTROLLER
SECTION 1. The Controller shall keep or cause to be kept adequate and
correct accounts of the corporate properties and business transactions in
books belonging to the Company, and he shall disburse the funds of the Company
as ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors,
whenever they may require it, an account of all of his transactions and the
financial condition of the Company. He shall be responsible for the
administration of programs providing for financial management and budgetary
controls of the Company, development of accounting policies and procedures,
and use of data processing equipment and the preparation, review and filing of
all tax and other financial reports and returns, and he shall have such other
powers and perform such other duties as may be conferred upon or assigned to
him by the Board of Directors, the Chairman of the Board, the President, the
Vice President, Finance, or the officer under whose direct supervision he
shall be.
SECTION 2. It shall be the duty of the Assistant Controller, if one
shall have been elected and be in office, to aid the Controller in the
discharge of his duties and to perform such other duties as may be assigned to
him by the Board of Directors, the Chairman of the Board, the President, the
Vice President, Finance, or the Controller.
SECTION 3. The Controller shall be the Chief Accounting Officer of the
Company.
11<PAGE>
ARTICLE XI
GENERAL MANAGER
SECTION 1. The Board of Directors may appoint a General Manager who
shall not be an officer of the Company unless the Board shall otherwise
determine.
SECTION 2. Subject to the supervision and direction of the Chairman of
the Board or the President, and in accordance with the policies determined by
the Board of Directors, the General Manager shall have power and authority to
do and transact and supervise and direct such of the usual and ordinary
business of the Company as may be designated by the Chairman of the Board or
the President.
SECTION 3. The Board of Directors may also appoint an Assistant General
Manager to aid the General Manager in the performance of his duties and to
perform such other duties as may be required of him by the Chairman of the
Board or the President.
SECTION 4. The Chairman of the Board or the President may, with the
approval of the Board of Directors, appoint managers or superintendents for
specific operations that are not related to or included in those assigned to
the General Manager, with duties and responsibilities as may be designated by
the Chairman of the Board or the President.
ARTICLE XII
REMOVALS, RESIGNATIONS AND VACANCIES OF DIRECTORS AND OFFICERS
SECTION 1. No member of the Board of Directors may be removed without
cause and except in compliance with the Company's Restated Certificate of
Incorporation.
SECTION 2. Any director or officer may resign his office at any time,
such resignation to be made in writing and to take effect from the time of its
receipt by the Company, unless a different time be fixed in the resignation,
and in that event, from the time so fixed. The acceptance of a resignation
shall not be required to make it effective.
SECTION 3. Any officer elected or appointed by the Board of Directors
may be removed at any time with or without cause by the Board of Directors.
Any other officer or employee of the Company may be removed at any time with
of without cause by the Board of Directors or by any committee or superior
officer upon who such power of removal may be conferred by the Bylaws or by
the Board of Directors.
SECTION 4. If the office of any director becomes vacant for any cause
other than his removal or the expiration of his term of office, or if the
office of any officer, agent or employee
12<PAGE>
becomes vacant for any cause (other than the expiration of his term of
office), such vacancy may be filled for the unexpired portion of the term, if
any, by a majority of the remaining directors, though less than a quorum, or
by a sole remaining director.
ARTICLE XIII
CERTIFICATES OF STOCK
SECTION 1. Form of Certificate. Certificates for shares of stock of
the Company shall be in such form and of such design as the Board of Directors
shall prescribe and each certificate for shares issued by the Company shall be
signed by the Chairman of the Board, or the President or the Executive Vice
President or a Vice President and the Secretary or an Assistant Secretary.
Any or all of the signatures on the certificate may be facsimile. If any
officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Company with the same effect as if such person were an
officer, transfer agent or registrar at the date of issue. The certificates
for shares shall be numbered and registered as they are issued. They shall
exhibit the number, date of issuance, name of person to whom issued,
designation, if any, the class or series of shares represented thereby, the
par value of the shares or a statement that such shares are without par value.
SECTION 2. Transfer of Shares. Upon surrender to the Secretary or
Transfer Agent of the Company of a certificate for shares, duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto and
the old certificate canceled and the transaction recorded upon the books of
the Company.
SECTION 3. Lost Certificates. The Chairman of the Board or the
President and the Secretary or the Assistant Secretary may in their discretion
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Company alleged to have
been lost or destroyed upon the production by the person claiming the
certificate for shares to be lost or destroyed of satisfactory evidence of the
loss or destruction of such certificate or certificates and of the claimant's
ownership of the shares of stock represented thereby, together with a bond in
favor of the Company, with a surety satisfactory to said officers, in the
amount of the then current market value of the stock represented by such
allegedly lost certificate or certificates, conditioned upon such claimant and
surety indemnifying and saving harmless the Company from all and every cost,
charge, expense and liability which it may in any manner incur by reason of
the issuance of such new certificate or certificates, and further conditioned
upon their surrendering to the Company for cancellation such allegedly lost
certificate or certificates in the event of their subsequent discovery; or the
Chairman of the Board or President or Secretary may refer any such application
for the issuance of a new certificate or certificates to the Board of
Directors which shall have the power to direct the issuance of a new
certificate or certificates
13<PAGE>
upon submission of such proof and upon such guarantee on the part of the
applicant as the Board of Directors may deem satisfactory.
ARTICLE XIV
GENERAL PROVISIONS
SECTION 1. Fixing of Record Date or Closing of Transfer Books. The
Board of Directors may fix a time in the future as a record date for the
determination of the stockholders entitled to notice of and to vote at any
meeting or entitled to receive any dividend or distribution or any allotment
of rights or to exercise any rights in respect of any other lawful action.
The record date so fixed shall not be more than sixty (60) nor less than ten
(10) days prior to the date of such meeting no more than sixty (60) days prior
to any other action. When a record date is so fixed, then, subject to the
provisions of the General Corporation Law of Delaware, only stockholders of
record at that date shall be entitled to notice of and to vote at the meeting
or to receive the dividend, distribution or allotment of rights or to exercise
the rights, as the case may be, notwithstanding any transfer of any shares on
the books of the Company after the record date. The Board of Directors may
close the books of the Company against transfer of shares during the whole or
any part of the period of not more than sixty (60) days prior to the date of a
stockholders' meeting, the date when the right to any distribution or
allotment of rights vests, or the effective date of any change, conversion or
exchange of shares.
SECTION 2. Dividends. Subject to the provisions of the Restated
Certificate of Incorporation relating thereto, if any, dividends may be
declared by the Board of Directors at any regular or special meeting of the
Board of Directors pursuant to law. Dividends may be paid in cash, in
property, or in shares of capital stock, subject to any provisions of the
Restated Certificate of Incorporation.
SECTION 3. Reserves. Before payment of any dividend there may be set
aside out of any funds of the Company available for dividends such sum or sums
as the Board of Directors from time to time in their absolute discretion think
appropriate as a reserve fund to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Company, or for
such other purposes as the Board of Directors shall think conducive to the
interests of the Company, and the Board of Directors may abolish any such
reserve in the manner in which it was created.
SECTION 4. Annual Report. The Board of Directors shall cause an annual
report to be sent to the stockholders not later than one hundred twenty (120)
days after the close of each fiscal year of the Company and at least fifteen
(15) days prior to the annual meeting of stockholders to be held during the
ensuing fiscal year.
SECTION 5. Checks, Drafts and Notes. All checks, drafts and demands
for money and
14<PAGE>
notes of the Company shall be signed by such individual or individuals as the
Board of Directors may from time to time designate.
SECTION 6. Representation of Shares of Other Corporations. The chief
executive officer or any other officer or officers authorized by the Board of
Directors or the President are each authorized to vote represent, and exercise
on behalf of the Company all rights incident to any and all shares of any
other corporation or corporations standing in the name of the Company. The
authority herein granted may be exercised either by any such officer in person
or by any other person authorized so to do by proxy or power of attorney duly
executed by said officer.
SECTION 7. Seal. The seal of the Company shall consist of a circle
bearing on its surface the inscription,
"Homestake Mining Company
Delaware
Incorporated November 28, 1983"
SECTION 8. Indemnification.
(a) Right of Indemnification. To the fullest extent permitted by the
General Corporation Law of Delaware, the Company shall indemnify each
director and officer and may indemnify each employee or other agent of
the Company against expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred in connection with any action,
suit or proceeding arising by reason of the fact that any such person is
or was a director, officer, employee or other agent of the company or is
or was serving at the request of the Company as a director, officer,
employee or other agent of another corporation, partnership, joint
venture, trust or other enterprise.
(b) Advances of Expenses. Expenses incurred by an officer or director
in defending a civil or criminal action, suit or proceeding arising by
reason of the fact that such director or officer is or was a director or
officer of the Company or was serving at the request of the Company as a
director, officer, employee or other agent of another corporation,
partnership, joint venture, trust or other enterprise shall be paid by
the Company in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled
to be indemnified by the Company as authorized in this Section 8. Such
expenses incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the Board of Directors deems
appropriate. The Board of Directors may, with the consent of such
director, officer, employee or other agent of the Company, authorize the
legal counsel of the Company to represent such person, in any action,
suit or proceeding, whether or not the Company is a part to such action,
suit or proceeding.
(c) Procedure for Indemnification. Any indemnification or advance of
expenses required
15<PAGE>
hereunder shall be made promptly, and in any event within sixty (60) days
after a written request therefor by a director or officer. The right to
indemnification or advances as granted by this Section 8 shall be
enforceable by a director or officer in any court of competent
jurisdiction, if the Company denies such request, in whole or in part, or
if no disposition thereof is made within sixty (60) days. The director's
or officer's expenses incurred in connection with successfully
establishing his right to indemnification, in whole or in part, in any
such action shall also be indemnified by the Company. It shall be a
defense to any such action (other than an action brought to enforce a
claim for the advance of expenses where the required undertaking, if
any, has been received by the Company) that the claimant has not met the
standard of conduct required by law, but the failure of the Company
(including its Board of Directors, its independent legal counsel and its
stockholders) to have made a determination as to whether indemnification
of the claimant is proper in the circumstances because he has met the
applicable standard of conduct shall not be a defense to the action or
create a presumption that the claimant has not met the applicable
standard of conduct.
(d) Other Rights. The indemnification and advancement of expenses
provided by or granted pursuant to this Section 8 shall not be deemed
exclusive of any other rights to which a person seeking indemnification
may be entitled under any law (common or statutory), agreement, vote of
stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while
holding office. All rights to indemnification under this Section 8
shall be deemed to be a contract between the Company and each director
and officer who serves or served in such capacity at any time while this
Section 8 is in effect, and any repeal or modification of this Section 8
or relevant provision of the General Corporation Law of Delaware or any
other applicable law shall not in any way diminish any rights to
indemnification of such director or officer, or the obligations of the
Company arising hereunder prior to such modification or repeal.
(e) Insurance. The Company may, but shall not be required to, purchase
and maintain insurance on behalf of any person who is or was a director
or officer of the Company against any liability asserted against such
person and incurred by him or on his behalf in such capacity or as a
director, officer, employee or other agent of another corporation,
partnership, joint venture, trust or other enterprise, for which such
person is or was serving at the request of the Company, or arising out
of his status as such, whether or not the Company would have the power
to indemnify him against such liability under the provisions of this
Section 8, all as the Board of Directors may from time to time deem
appropriate.
(f) Definitions. For purposes of this Section 8:
(i) service as a director, officer, employee or other agent of
any corporation, partnership, joint venture, trust or other
enterprise in which the Company, directly or indirectly, holds an
interest shall be deemed to be service at the request of the
16<PAGE>
Company;
(ii) "the Company" shall include in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have
had power and authority to indemnify its directors, officers,
employees or other agents, so that any person who is or was a
director, officer, employee or other agent of such constituent
corporation, or is or was serving at the request of such
constituent corporation, as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provision
of this Section 8 with respect to the resulting or surviving
corporation as he would have with respect to such constituent
corporation if its separate existence had continued;
(iii) "other enterprise" shall include without limitation
employee benefit plans; "fines" shall include without limitation
any excise taxes assessed on a person with respect to an employee
benefit plan; and "serving at the request of the Company" shall
include without limitation any service as a director, officer,
employee or other agent of the Company which imposes duties on, or
involves services by, such director, officer, employee or agent
with respect to an employee benefit plan, its participants or
beneficiaries;
(iv) the indemnification and advancement of expenses provided by,
or granted pursuant to, this Section 8 shall, unless other wise
provided when authorized or ratified, continue as to a person who
has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of
such a person;
(v) "expenses" shall include all direct and indirect costs,
charges and attorneys' fees; and
(vi) "action, suit or proceeding" shall include any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, and any appeal
therefrom.
(g) Effect of Advances. Advances of expenses by the Company as
required or authorized by this Section 8 shall not be deemed or
interpreted as ratifying, approving or condoning any act or omission by
any director, officer or employee of the Company in violation of
standards of conduct required by law.
(h) Savings Clause. If this Section 8 or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then
the Company shall nevertheless indemnify each director and officer of
the Company as to expenses, judgments, fines and
17<PAGE>
amounts paid in settlement with respect to any action, suit or proceeding
to the fullest extent permitted by any applicable portion of this Section
8 that shall not have been invalidated and to the fullest extent permitted
by applicable law.
18<PAGE>
ARTICLE XV
AMENDMENT OF BYLAWS
These Bylaws may be amended or repealed, or new bylaws may be adopted,
(a) by the affirmative vote of the stockholders entitled to exercise a
majority of the voting power of the Company or (b) by the affirmative vote of
the majority of the Board of Directors at any regular or special meeting. Any
Bylaw adopted or amended by the stockholders may be amended or repealed by the
Board of Directors.
19
Exhibit 11
HOMESTAKE MINING COMPANY AND SUBSIDIARIES
Computation of Earnings Per Share (unaudited)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended March 31,
1995 1994
-------- --------
<S> <C> <C>
PRIMARY
Earnings:
Net income applicable to primary
earnings per share calculation $ 6,560 $ 24,214
======== ========
Weighted average number of shares
outstanding 137,816 137,675
======== ========
Net income per share - primary $ 0.05 $ 0.18
======== ========
FULLY DILUTED
Earnings:
Net income $ 6,560 $ 24,214
Add: Interest relating to 5.5%
convertible subordinated
notes, net of tax 1,630 1,630
Amortization of issuance
costs relating to 5.5%
convertible subordinated
notes, net of tax 111 111
-------- --------
Net income applicable to fully
diluted earnings per share
calculation $ 8,301 $ 25,955
======== ========
Weighted average number of shares
outstanding:
Common shares 137,816 137,675
Additional shares relating to
conversion of 5.5% convertible
subordinated notes 6,505 6,505
-------- --------
144,321 144,180
======== ========
Net income per share - fully
diluted (a) $ 0.06 $ 0.18
======== ========
<FN>
(a) This calculation is submitted in accordance with Regulation
S-K item 601 (b)(11) although it is contrary to paragraph 40
of APB Opinion No. 15 because it produces an anti-dilutive
result.
</TABLE>
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
condensed consolidated balance sheet at March 31, 1995 and the related
condensed statement of consolidated income for the quarter ended
March 31, 1995 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 81,923
<SECURITIES> 142,657
<RECEIVABLES> 68,961
<ALLOWANCES> 0
<INVENTORY> 68,636
<CURRENT-ASSETS> 369,228
<PP&E> 1,574,626
<DEPRECIATION> 785,112
<TOTAL-ASSETS> 1,204,183
<CURRENT-LIABILITIES> 95,671
<BONDS> 185,000
<COMMON> 137,871
0
0
<OTHER-SE> 444,397
<TOTAL-LIABILITY-AND-EQUITY> 1,204,183
<SALES> 172,063
<TOTAL-REVENUES> 179,932
<CGS> 141,437<F1>
<TOTAL-COSTS> 150,728<F2>
<OTHER-EXPENSES> 5,451<F3>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,632
<INCOME-PRETAX> 21,121
<INCOME-TAX> 11,393
<INCOME-CONTINUING> 6,560
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,560
<EPS-PRIMARY> 0.05
<EPS-DILUTED> 0.00
<FN>
<F1>Includes Production costs and Depreciation, depletion and amortization from
Condensed Statement of Consolidated Operations.
<F2>Includes Production costs and Depreciation, depletion and amortization and
Administrative and general expense from Condensed Statement of Consolidated
Operations.
<F3>Includes Exploration expense and Other expense from Condensed Statement of
Consolidated Operations.
</FN>
</TABLE>
