HOMESTAKE MINING CO /DE/
424B3, 1995-12-06
GOLD AND SILVER ORES
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                                      This Prospectus Supplement relates to a
                                      Prospectus dated October 27, 1995 (File
                                      No. 33-62667), and is filed pursuant to
                                      Rule 424(b)(3).




                                                     1 December 1995


To the Shareholders of
Homestake Gold of Australia Limited

Homestake  Mining Company  (Homestake) has extended its offer of 27 October 1995
to acquire  your fully  paid  ordinary  shares in  Homestake  Gold of  Australia
Limited (HGAL). The offer is now due to close on 22 December 1995.

On the reverse side of this letter is a Notice of Variation of the Offer.

Homestake is offering you the choice of receiving either:
(a) 0.089  Homestake  Shares for each fully paid ordinary share in HGAL that you
own (Share  Offer);  or 
(b) $A1.90 in cash for each fully paid ordinary share in
HGAL that you own (Cash Offer).

The  independent  directors  of HGAL  have  recommended  that you  consider  the
following  choices  and  select the one which you  believe  will  maximise  your
return:
(a)      accept the Cash Offer;
(b)      accept the Share Offer; or
(c)      sell your HGAL shares on market.

Rothschild  Australia  Limited,  the  independent  expert  retained by HGAL, has
concluded that the Homestake offer is fair and reasonable.

As of the close of business in Australia on 30 November 1995,  acceptances for a
total of 16,940,563  HGAL shares had been received.  Homestake now owns 84.4% of
the outstanding shares of HGAL.

If you hold shares in HGAL and have not accepted  Homestake's offer or sold your
HGAL shares on market,  Homestake recommends that you take appropriate action as
soon as possible.  If you wish to accept  Homestake's  offer,  you should ensure
that your valid acceptance is received by Homestake by the new closing date. You
will be sent the consideration due to you within 7 days of receipt of your valid
acceptance.

If you hold certificates for your HGAL shares,  you may only accept  Homestake's
offer by completing and executing the Form of Acceptance  and Transfer  enclosed
with the Offer Document,  and sending it together with the certificates for your
HGAL shares to:

In Australia                                In the United States
Ernst & Young Registry Services             BancBoston Trust Company
     Pty Limited                                of New York
GPO Box 7045                                55 Broadway
Sydney NSW 2001                             3rd Floor
                                            New York NY 10001

or

Level 2
321 Kent Street
Sydney NSW 2000

If you hold your HGAL shares in a CHESS holding, you should instruct your broker
(or  whoever  is the  controlling  participant  for your  holding)  to  initiate
acceptance of the offer in accordance  with the business rules of the Securities
Clearing House before the end of the offer period.

HGAL  shareholders  with queries  about how to accept  Homestake's  offer should
telephone  Ernst & Young Registry  Services Pty Limited in Australia on (02) 290
4111 and The First  National  Bank of Boston in the  United  States on (415) 853
0980. HGAL shareholders who may not have received the original Offer Document or
Form of  Acceptance  and  Transfer,  or who would  like  another  copy of either
document,  should  contact  Ernst & Young  Registry  Services Pty Limited or The
First National Bank of Boston, and another copy will be sent free of charge.

Yours faithfully


/s/ Harry M Conger
- ---------------------------
Harry M Conger
Chairman and Chief Executive Officer



<PAGE>


SUPPLEMENT TO OFFER  DOCUMENT DATED AS OF 27 OCTOBER 1995

A copy of this Notice was registered by the Australian  Securities Commission on
the 30th day of November  1995. The Australian  Securities  Commission  takes no
responsibility as to the contents of this Notice.

                            HOMESTAKE MINING COMPANY
                               (ARBN 070 799 067)

                          NOTICE OF VARIATION OF OFFER
                 PURSUANT TO SECTION 657 OF THE CORPORATIONS LAW

TO:               Homestake Gold of Australia (ACN 008 143 137)

AND TO:           Each shareholder in Homestake Gold of Australia Limited to
                  whom an  offer  dated  27  October  1995  (Offer)  was made in
                  respect of a Part A statement  dated 12 October 1995 served on
                  Homestake  Gold  of  Australia  Limited  by  Homestake  Mining
                  Company (Part A statement).

Homestake  Mining  Company  (Homestake)  hereby gives notice that it varies each
Offer by  extending  the offer  period  for a period of 17 days,  extending  the
closing date for each Offer from 5:00pm Sydney time on 5 December 1995 to 5:00pm
Sydney time on 22 December 1995.

The Part A statement is modified as follows:

(a)      Clause 1.2 of the Part A  statement  is amended by  deleting  the words
         "the date which is one month and 7 days after the date to be  specified
         in the offer" and replacing them with "22 December 1995"; and

(b)      Clause 1 of the Summary of Offer  (incorporated  by reference  into the
         Part A statement)  is amended by  replacing "5 December  1995" with "22
         December 1995" and replacing "4 December 1995" with "21 December 1995".

DATED 30 November 1995.

SIGNED on behalf of Homestake Mining Company by Peter Cameron and John D Martin,
duly  authorised  agents of two of the  directors  of Homestake  Mining  Company
authorised to sign this Notice  pursuant to a resolution  passed at a meeting of
the directors of Homestake Mining Company.




- ---------------------------                 ------------------------
P S Cameron                                 John D Martin
Harry M Conger                              Jack E Thompson
by Peter Cameron                            by John D Martin
his duly authorised agent                   his duly authorised agent


     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY
OR ADEQUACY OF THIS DOCUMENT.  ANY  REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE.

     This Supplement to Offer Document is dated 30 November 1995.





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