<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, 1994
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 27, 1995
<PAGE>
Item 1. Financial Statements and Exhibits
a. Financial Statements for the years ended December 31,
1994 and 1993 and Supplemental Schedules as of and
for the year ended December 31, 1994 and Independent
Auditors' Report.
b. Exhibit No. 24
Independent Auditors' Consent
<PAGE>
HOMESTAKE MINING COMPANY RETIREMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD
_______
FINANCIAL STATEMENTS
for the years ended December 31, 1994 and 1993
<PAGE>
HOMESTAKE MINING COMPANY RETIREMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD
_______
TABLE OF CONTENTS
Pages
Financial Statements:
Report of Independent Accountants 2
Statements of Net Assets Available for Benefits
as of December 31, 1994 and 1993 3
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 1994 4
Notes to Financial Statements 5-13
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1994 14
Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1994 15
<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, 1994 and 1993, and the
related statement of changes in net assets available for benefits for
the year ended December 31, 1994. 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, 1994 and 1993, and the changes in net
assets available for benefits for the year ended December 31, 1994 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, 1994 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 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
June 26, 1995
2<PAGE>
HOMESTAKE MINING COMPANY RETIREMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
as of December 31, 1994 and 1993
_______
<TABLE>
<CAPTION>
ASSETS 1994 1993
------ ----------- ----------
<S> <C> <C>
Cash and cash equivalents $ 5,994 $ 7,110
---------- ----------
Investments - at fair value:
Homestake Mining Company Stock Fund 312,908 354,794
Norwest Bank Income Equity Stock Fund 429,313 251,237
Norwest Bank Growth Balanced Fund 1,280,637 1,047,485
Norwest Bank Stable Return Fund 2,384,762 1,759,265
Participant loans receivable 200,050 130,193
---------- ----------
Total investments 4,607,670 3,542,974
---------- ----------
Total assets 4,613,664 3,550,084
LIABILITIES
Accrued payables 8,978 -
---------- ----------
Net assets available for
benefits $4,604,686 $3,550,084
========== ==========
</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, 1994
_______
<TABLE>
<CAPTION>
1994
----------
<S> <C>
Additions to net assets attributed to:
Contributions:
Employees $ 978,336
Homestake Mining Company 183,767
----------
1,162,103
----------
Investment income:
Interest and dividends 13,921
Net appreciation in fair value of investments 72,687
----------
86,608
----------
Total additions 1,248,711
----------
Deductions from net assets attributed to:
Benefits paid to participants 163,528
Transfers out to other plans 30,581
----------
Total deductions 194,109
----------
Net increase 1,054,602
Net assets available for benefits:
Beginning of year 3,550,084
----------
End of year $4,604,686
==========
</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. Description of the Plan:
-----------------------
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 is a defined contribution plan and
became effective January 1, 1990, and is subject to the provisions of
the Employee Retirement Income Security Act (ERISA) of 1974.
The Plan is administered by the Company, through a committee of
management. Norwest Bank is the Trustee of the Plan's investments.
Participation:
-------------
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.
Separate accounts are maintained for each participant. Each
participant's account is directly credited with the participant's
contribution and the Company's matching contribution. Net earnings
from investments, including appreciation (depreciation) in fair
value, are allocated to each participant's account based on the ratio
which the trust fund portion of that participant's account balance
bears to the total of the trust fund portion of all participants'
account balances. Net earnings from investment in common stock of
the Company, including appreciation (depreciation) in fair value, are
allocated to each participant's account based on the actual number of
shares of such common stock included therein.
Continued
5
<PAGE>
HOMESTAKE MINING COMPANY RETIREMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD
NOTES TO FINANCIAL STATEMENTS, Continued
_______
1. Description of the Plan, continued:
-----------------------
Contributions:
-------------
All contributions to the Plan are made by Plan participants through
wage deferrals. Plan participants may contribute from 1% to 16% of
their Plan compensation and may allocate contributions to one or more
of the funds. Participants may also contribute amounts from certain
other qualified plans. During 1994, the Company matched 25% of the
first 6% of each employee's compensation contributed.
Vesting:
-------
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.
Payment of Benefits:
-------------------
Participants or their designated 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 accounts during the Plan year.
Continued
6
<PAGE>
HOMESTAKE MINING COMPANY RETIREMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD
NOTES TO FINANCIAL STATEMENTS, Continued
_______
1. Description of the Plan, continued:
-----------------------
Participant Loans Receivable:
----------------------------
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
through biweekly payroll deductions. During 1994, the borrowing
rate was 8.75%. Loans are collateralized by the borrower's note and
vested interest in the Plan.
2. Significant Accounting Policies:
-------------------------------
Basis of Accounting:
-------------------
The financial statements of the Plan are prepared under the accrual
basis of accounting in accordance with generally accepted accounting
principles.
Investment Valuation and Income Recognition:
-------------------------------------------
The Plan's investments are stated at fair value by reference to
quoted market prices. Participant notes receivable are valued at
cost which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are
recorded on the ex-dividend date.
Net Appreciation (Depreciation) in Fair Value of Investments:
------------------------------------------------------------
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.
Payment of Benefits:
-------------------
Amounts allocated to accounts of participants who have elected to
withdraw from the Plan but have not been paid as of year end are
included in net assets available for benefits.
Continued
7<PAGE>
HOMESTAKE MINING COMPANY RETIREMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD
NOTES TO FINANCIAL STATEMENTS, Continued
_______
3. Related Party Transactions:
--------------------------
Certain Plan investments are units in investment funds managed by
Norwest Bank. Norwest Bank is the Plan's Trustee, therefore, these
transactions qualify as party-in-interest.
4. Plan Termination:
----------------
Although the Company has not expressed any intent to do so, it has the
right, under the Plan, to discontinue its contribution at any time and
to terminate the Plan subject to ERISA provisions. In the event of
Plan termination, all accumulated plan benefits will be fully vested
and will be distributed to participants based on their respective
account balances.
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
(IRC). The Plan has been amended since receiving the determination
letter. However, the Plan administrator and the Plan's tax counsel
believe that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC.
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.
Continued
8
<PAGE>
HOMESTAKE MINING COMPANY RETIREMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD
NOTES TO FINANCIAL STATEMENTS, Continued
_______
6. Investments:
-----------
Number of shares or units held, fair value, and cost of investments
in securities at December 31, 1994 and 1993 were as follows:
<TABLE>
<CAPTION>
December 31, 1994
--------------------------------------------
Number of Fair Value
Shares or Fair Over (Under)
Units Held Value Cost Cost
------------ ------- ------- ---------
<S> <C> <C> <C> <C>
Homestake Mining
Company Stock Fund 18,272 $ 312,908 $ 289,208 $ 23,700
Norwest Bank Income
Equity Stock Fund 22,908 429,313 432,237 (2,924)
Norwest Bank Growth
Balanced Fund 71,704 1,280,637 1,286,347 (5,710)
Norwest Bank Stable
Return Fund 114,652 2,384,762 2,078,203 306,559
Participant loans
receivable 200,050 200,050 -
---------- ---------- --------
$4,607,670 $4,286,045 $321,625
========== ========== ========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1993
---------------------------------------------
Number of Fair Value
Shares or Fair Over (Under)
Units 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
Participant loans
receivable 130,193 130,193 -
---------- --------- --------
$3,542,974 $3,024,390 $518,584
========== ========== ========
</TABLE>
Continued
9<PAGE>
HOMESTAKE MINING COMPANY RETIREMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD
NOTES TO FINANCIAL STATEMENTS, Continued
_______
6. Investments, continued:
-----------
All earnings on the investment funds are reinvested in and
credited to each fund monthly. These earnings include interest,
dividends, and appreciation (depreciation) in fair value. The
Income Equity Fund's objective is to achieve a high level of
current income with moderate appreciation through investment in
equity securities. The Growth Balanced Fund's objective is to
maximize growth through appreciation from quality stocks, while
moderating risk by investing in intermediate maturity bonds,
including corporate, US government and mortgage-backed and related
securities. The Stable Return Fund's objective is to achieve
reasonable and consistent current income by investing in fixed
income securities and other investments.
Continued
10<PAGE>
HOMESTAKE MINING COMPANY RETIREMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD
NOTES TO FINANCIAL STATEMENTS, Continued
_______
7. Net Assets Available for Benefits by Investment Type:
----------------------------------------------------
At December 31, 1994 and 1993, net assets available for benefits were
held in the following participant-designed investment types:
<TABLE>
<CAPTION>
Norwest Norwest
Homestake Bank Bank
Mining Income Growth
Company Equity Balanced
Stock Fund Stock Fund Fund
------------------------------------------
<S> <C> <C> <C>
Year Ended December 31, 1994:
- ----------------------------
ASSETS
Cash and cash equivalents $ 5,994 $ - $ -
---------------------------------------
Investments, at fair value:
Investments held by trustee - 429,313 1,280,637
Common stock of the Company 312,908 - -
Participant loans receivable - - -
---------------------------------------
312,908 429,313 1,280,637
---------------------------------------
Total assets 318,902 429,313 1,280,637
LIABILITIES
Accrued payables 6,291 695 1,992
---------------------------------------
Net assets available for
benefits $312,611 $428,618 $1,278,645
=======================================
Year Ended December 31, 1993:
- ----------------------------
ASSETS
Cash and cash equivalents $ 7,048 $ - $ -
---------------------------------------
Investments, at fair value:
Investments held by trustee - 251,237 1,047,485
Common stock of the Company 354,794 - -
Participant loans receivable - - -
---------------------------------------
354,794 251,237 1,047,485
---------------------------------------
Total assets 361,842 251,237 1,047,485
LIABILITIES
Accrued payables - - -
---------------------------------------
Net assets available for
benefits $361,842 $251,237 $1,047,485
=======================================
TABLE CONTINUED
===============
<CAPTION>
Norwest
Bank
Stable
Return Participant
Fund Loans Total
--------------------------------------
Year Ended December 31, 1994:
- ----------------------------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents $ - $ - $ 5,994
Investments, at fair value:
Investments held by trustee 2,384,762 - 4,094,712
Common stock of the Company - - 312,908
Participant loans receivable - 200,050 200,050
-------------------------------------
2,384,762 200,050 4,607,670
-------------------------------------
Total assets 2,384,762 200,050 4,613,664
LIABILITIES
Accrued payables - - 8,978
-------------------------------------
Net assets available for
benefits $2,384,762 $200,050 $4,604,686
=====================================
Year Ended December 31, 1993:
- ----------------------------
ASSETS
Cash and cash equivalents $ - $ 62 $ 7,110
-------------------------------------
Investments, at fair value:
Investments held by trustee 1,759,265 - 3,057,987
Common stock of the Company - - 354,794
Participant loans receivable - 130,193 130,193
-------------------------------------
1,759,265 130,193 3,542,974
-------------------------------------
Total assets 1,759,265 130,255 3,550,084
LIABILITIES
Accrued payables - - -
------------------------------------
Net assets available for
benefits $1,759,265 $130,255 $3,550,084
=====================================
</TABLE>
Continued
11
<PAGE>
HOMESTAKE MINING COMPANY RETIREMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD
NOTES TO FINANCIAL STATEMENTS, Continued
_______
8. Changes in Net Assets Available for Benefits by Investment Type:
---------------------------------------------------------------
During the year ended December 31, 1994, changes in net assets
available for benefits are allocated among the Plan's investment
funds as follows:
<TABLE>
<CAPTION>
Year Ended December 31, 1994
--------------------------------------
Norwest
Homestake Bank Norwest
Mining Income Bank
Company Equity Growth
Stock Stock Balanced
Fund Fund Fund
--------- --------- ---------
<S> <C> <C> <C>
Contributions:
Employees $ 60,463 $152,812 $ 262,671
Homestake Mining Company 11,858 28,174 49,869
Interest and dividends 3,027 118 351
Net (depreciation)
appreciation in fair
value of investments (84,458) 19,450 9,390
Benefits paid to
participants (14,860) (3,856) (64,194)
Transfers out to other
plans (6,125) (1,948) (9,746)
Net transfers between funds (19,136) (17,369) (17,181)
--------- -------- --------
Net increase
(decrease) (49,231) 177,381 231,160
Net assets available
for benefits:
Beginning of year 361,842 251,237 1,047,485
--------- -------- ----------
End of year $312,611 $428,618 $1,278,645
========= ======== ==========
TABLE CONTINUED
===============
<CAPTION>
Year Ended December 31, 1994
--------------------------------------
Norwest
Bank
Stable
Return Participant
Fund Loans Total
-------- ---------- ----------
<S> <C> <C> <C>
Contributions:
Employees $502,390 $ - $ 978,336
Homestake Mining Company 93,866 - 183,767
Interest and dividends 40 10,385 13,921
Net (depreciation)
appreciation in fair
value of investments 128,305 - 72,687
Benefits paid to
participants (73,306) (7,312) (163,528)
Transfers out to other
plans (12,206) (556) (30,581)
Net transfers between funds (13,592) 67,278 -
--------- -------- ----------
Net increase
(decrease) 625,497 69,795 1,054,602
Net assets available
for benefits:
Beginning of year 1,759,265 130,255 3,550,084
---------- -------- ----------
End of year $2,384,762 $200,050 $4,604,686
========== ======== ==========
</TABLE>
Continued
12
<PAGE>
HOMESTAKE MINING COMPANY RETIREMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD
NOTES TO FINANCIAL STATEMENTS, Continued
_______
9. Administrative Expenses:
-----------------------
All administrative expenses of the Plan are paid for by the Company.
10. Subsequent Events:
-----------------
Amendment No. 3 of the Plan was executed on March 24, 1995 and is
effective from June 1, 1995. This amendment changed the definition
of compensation for the purposes of the Plan to include profit
incentive plan payments. In addition, this amendment also increased
the Company matched contribution from 25% to 35% of the first 6% of
each employee's compensation contributed for pay periods beginning on
or after May 28, 1995.
Continued
13
<PAGE>
HOMESTAKE MINING COMPANY RETIREMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD
ITEM 27a - SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES
as of December 31, 1994
_______
<TABLE>
<CAPTION>
(c) Description of
Investment (including
(b) Identity of Maturity Date, Rate
Issuer, Borrower, of Interest,
Lessor, or Collateral, Par (e) Current
(a) Similar Party or Maturity Value) (d) Cost Value
--- ---------------- ------------------- --------- ----------
<S> <C> <C> <C>
* Homestake Mining Common stock (18,272
Company shares; no
par value) $ 289,208 $ 312,908
* Norwest Bank Norwest Bank Income
Equity Stock Fund
(22,908 units) 432,237 429,313
* Norwest Bank Norwest Bank Growth
Balanced Fund
(71,704 units) 1,286,347 1,280,637
* Norwest Bank Norwest Bank Stable
Return Fund
(114,652 units) 2,078,203 2,384,762
* Retirement Savings Participant notes
Plan for Hourly (repayable over
Employees at five years unless
Lead it is for purchase
of a principal
residence which is
repayable over ten
years. Interest
rate was 8.75% per
annum in 1994) 200,050 200,050
* Represents party-in-interest to Plan.
</TABLE>
14
<PAGE>
HOMESTAKE MINING COMPANY RETIREMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1994
<TABLE>
<CAPTION>
(b) Description of Asset
(a) Identity of (Include Interest Rate and (c) Purchase
Party Involved Maturity in Case of a Loan) Price
-------------- --------------------------- -------------
<S> <C> <C>
Combined transactions:
Homestake Mining
Company Common stock -
$ 83,941
Norwest Bank Income Equity Stock Fund -
192,277
Norwest Bank Growth Balanced Fund -
332,474
Norwest Bank Stable Return Fund -
648,839
TABLE CONTINUED
===============
<CAPTION>
(f)Expenses
Incurred
(a) Identity (d) Selling (e) Lease with
Party Involved Price Rental Transaction
-------------- ---------- ----------- -----------
<S> <C> <C> <C>
Combined transactions:
Homestake Mining
Company $47,183 - -
- - -
Norwest Bank 33,650 - -
- - -
Norwest Bank 122,772 - -
- - -
Norwest Bank 151,595 - -
- - -
TABLE CONTINUED
===============
<CAPTION>
(h) Current
Value of Asset
(a) Identity (g) Cost on Transaction (i) Net Gain
Party Involved of Asset Date or Loss
-------------- -------- ---------------- ------------
<S> <C> <C> <C>
Combined transactions:
Homestake Mining
Company $36,618 $47,183 $10,565
- - -
Norwest Bank 32,717 33,650 933
- - -
Norwest Bank 103,950 122,772 18,822
- - -
Norwest Bank 133,583 151,595 18,012
- - -
</TABLE>
15
<PAGE>
Exhibit 24
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Post-Effective Amendment
No. 5 to Registration Statement No. 33-32174 on Form S-8 of Homestake
Mining Company of our report dated June 26, 1995, on our audit of the
financial statements of the Homestake Mining Company Retirement Savings
Plan for Hourly Employees at Lead as of and for the year ended December
31, 1994, which report is included in this Annual Report on Form 11-K.
/s/ Coopers & Lybrand
----------------------
COOPERS & LYBRAND
Oakland, California
June 27, 1995
