UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 20, 1996
HOMESTAKE MINING COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 1-8736 94-2934609
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation)
650 California Street, San Francisco, California 94108-2788
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 981-8150
Page 1 of 2 Pages
<PAGE>
Item 5. Other Events.
This form 8-K is submitted to file the previously unfiled document
listed below in Item 7.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 3.6 Amendment to Certificate of Designation of Series A
Participating Cumulative Preferred Stock of Homestake Mining
Company.
SIGNATURE
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.
Dated: November 20, 1996
HOMESTAKE MINING COMPANY
(Registrant)
By: /s/ David W. Peat
------------------
David W. Peat
Vice President and Controller
Page 2 of 2 Pages
EXHIBIT 3.6
AMENDMENT TO
CERTIFICATE OF DESIGNATION
OF SERIES A PARTICIPATING
CUMULATIVE PREFERRED STOCK SETTING
FORTH THE POWERS, PREFERENCES,
RIGHTS, QUALIFICATIONS,
LIMITATIONS AND RESTRICTIONS
OF SUCH SERIES OF PREFERRED STOCK
of
HOMESTAKE MINING COMPANY
Pursuant to Section 151(g) of the General Corporation Law of the State
of Delaware, Homestake Mining Company (the "Corporation"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware, in accordance with the provisions of Section 103 thereof, DOES HEREBY
CERTIFY:
That pursuant to the authority conferred upon the Board of Directors of
the Corporation by Article FIVE of the Restated Certificate of Incorporation of
the Corporation (the "Certificate of Incorporation"), on May 10, 1993, the Board
of Directors of the Corporation adopted the following resolutions amending the
Certificate of Designation of Series A Participating Cumulative Preferred Stock
filed with the Delaware Secretary of State on November 18, 1987 (the
"Certificate of Designation") to change the number of shares of the
Corporation's authorized Preferred Stock designated as Series A Participating
Cumulative Preferred Stock (the "Series A Preferred Stock"):
RESOLVED, that pursuant to the authority vested in the Board of
Directors of the Corporation in accordance with the provisions of the
Certificate of Incorporation of the Corporation, the number of shares of the
Corporation's Preferred Stock designated as Series A Preferred Stock is hereby
increased from 1,250,000 to 2,500,000.
RESOLVED, that Section 1 of the Certificate of Designation is hereby
amended and restated in its entirety to read as follows:
"Section 1. Designation and Number of Shares. The shares of such series
shall be designated as "Series A Participating Cumulative Preferred Stock" (the
"Series A Preferred Stock"). The par value of each share of the Series A
Preferred Stock shall be $1.00. The number of shares initially constituting the
Series A Preferred Stock shall be 2,500,000; provided however, that if more than
a total of 2,500,000 shares of Series A Preferred Stock shall be issuable upon
the exercise of Rights issued pursuant to the Rights Agreement dated as of
October 16, 1987, as amended, (the "Rights Agreement"), the Board of Directors
of the Corporation, pursuant to Section 151(g) of the General Corporation Law of
the State of Delaware, shall direct by resolution or resolutions that a
certificate be properly executed, acknowledged, filed and recorded, in
accordance with the provisions of Section 103 thereof, providing for the total
number of shares of Series A Preferred Stock authorized to be issued be
increased (to the extent that the Certificate of Incorporation then permits) to
the largest number of whole shares (rounded up to the nearest whole number)
issuable upon exercise of such Rights."
IN WITNESS WHEREOF, Homestake Mining Company has caused this Amendment
to Certificate to be duly executed in its corporate name on this 28th day of
May, 1993.
