As filed with the Securities and Exchange Commission on
December 6, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Homestake Mining Company
(Exact name of registrant as specified in its charter)
Delaware 94-2934609
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
650 California Street, San Francisco, California 94108-2788
(415) 981-8150
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Homestake Mining Company Savings Plan
Homestake Mining Company Retirement Savings Plan for Hourly
Employees at Lead
(Full title of the plans)
WAYNE KIRK
Vice President and General Counsel
Homestake Mining Company
650 California Street, San Francisco, California 94108
(415) 981-8150
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Michelle L. Johnson
Thelen, Marrin, Johnson & Bridges LLP
Two Embarcadero Center, 21st Floor
San Francisco, CA 94111-3995
CALCULATION OF REGISTRATION FEE
Title of securities Amount to Proposed Proposed Amount of
to be be maximum maximum registrat
registered (1) registered offering aggregate ion fee
(2) price offering
per share (3) price (3)
Common Stock, $1.00 6,000,000 $15.0625 $90,375,000 $27,386.36
par value (4)
(1) In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold
pursuant to the Homestake Mining Company Savings Plan (the
"Savings Plan") and the Homestake Mining Company Retirement
Savings Plan for Hourly Employees at Lead (the "Retirement
Savings Plan").
(2) Based on the estimated maximum amount of Common Stock to be
offered under the Savings Plan (5,900,000 shares of Common
Stock) and the Retirement Savings Plan (100,000 shares of
Common Stock).
(3) Estimated solely for the purpose of determining the
registration fee in accordance with Rule 457(h) under the
Securities Act. The above calculation is based on the average
of the reported high and low prices of the Common Stock on The
New York Stock Exchange on December 3, 1996.
(4) Each share of Common Stock, $1.00 par value, includes one
Right issued pursuant to the registrant's Shareholder Rights
Plan.
PART 1
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I
of Form S-8 will be or have been given to participants in the
Homestake Mining Company Savings Plan and the Homestake Mining
Company Retirement Savings Plan for Hourly Employees at Lead as
specified by Rule 428(b)(1) under the Securities Act of 1933, as
amended (the "Securities Act"). On and after January 1, 1997 the
Homestake Mining Company Retirement Savings Plan for Hourly
Employees at Lead will be known as the "Homestake 401(k)
Retirement Savings Plan."
Such documents are not submitted to the Securities and
Exchange Commission (the "Commission") herewith in accordance
with the Note to Part I of Form S-8, but (together with the
documents incorporated by reference herein pursuant to Item 3 of
Part II, below) shall constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Item 1. PLAN INFORMATION
See above.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION
See above.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by
Homestake Mining Company (the "Company"), Homestake Mining
Company Savings Plan (the "Savings Plan") and Homestake Mining
Company Retirement Savings Plan for Hourly Employees at Lead,
which will be known as "Homestake 401(k) Retirement Savings Plan"
on and after January 1, 1997 (the "Retirement Savings Plan"), are
incorporated by reference in this registration statement:
(a) (i) The Company's latest annual report on Form 10-K
filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(ii) The Savings Plan's latest annual report on Form 11-
K filed pursuant to Section 13(a) or 15(d) of the Exchange Act;
(iii) The Retirement Savings Plan's latest annual
report on Form 11-K filed pursuant to Section 13(a) or 15(d) of
the Exchange Act;
(b) All other reports filed by the Company, the Savings
Plan or the Retirement Savings Plan pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the Annual Reports referred to in (a) above; and
(c) The description of the Company's Common Stock, $1.00
par value, contained in Form S-4 Registration Statement,
Registration No. 33-48526, filed on June 10, 1992, including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company, the Savings
Plan or the Retirement Savings Plan pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the
date of filing (except that no document shall be deemed to be
incorporated by reference herein if such document is filed after
the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters
securities then remaining unsold).
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Restated Certificate of Incorporation contains
a provision, permitted by Section 102(b)(7) of the Delaware
General Corporation Law (the "Delaware Law"), limiting the
personal monetary liability of directors for breach of fiduciary
duties as a director. Delaware Law provides that such a
provision does not eliminate or limit liability (i) for any
breach of the director's duty of loyalty to the
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Company or its
shareholders, (ii) for unlawful payments of dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of
the Delaware Law, (iii) for acts of omissions not in good faith
or which involve intentional misconduct or a knowing violation of
law, or (iv) for any transaction from which the director derived
an improper personal benefit.
Section 145 of the Delaware Law permits indemnification
against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred
in connection with actions, suits or proceedings in which an
officer, director, employee or agent is a party by reason of the
fact that he is or was such a director, officer, employee or
agent, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. However, in connection with acts by or in the right of
the corporation, such indemnification is not permitted if such
person has been adjudged liable for negligence or misconduct in
the performance of his duty to the corporation unless the court
determines that, under all of the circumstances, such person is
nonetheless fairly and reasonably entitled to indemnity for such
expenses as the court deems proper. Section 145 also permits a
corporation to purchase and maintain insurance on behalf of its
directors and officers against and liability which may be
asserted against, or incurred by, such persons in their
capacities as directors or officers of the corporation whether or
not the registrant would have the power to indemnify such persons
against such liabilities under the provisions of such section.
The Company has purchased such insurance. Section 145 further
provides that the statutory provision is not exclusive of any
right which may exist under any by-law, agreement, vote of
stockholders or independent directors, or otherwise.
Article XIV, Section 8, of the Bylaws of the Company,
included as Exhibit 4.6 to this Registration Statement, provides
that the Company must indemnify directors and officers to the
fullest extent permitted by Delaware Law.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
Number Exhibit
4.1 Restated Certificate of Incorporation of Homestake
Mining Company (incorporated by reference to
Exhibit 3.1 to the Company's S-4 Registration
Statement No. 33-48526, filed on June 10, 1992
(the "S-4 Registration Statement")).
4.2 Amendment to the Restated Certificate of
Incorporation of Homestake Mining Company dated
June 3, 1991 (incorporated by reference to Exhibit
3.2 to the S-4 Registration Statement).
4.3 Certificate of Correction of the Restated
Certificate of Incorporation of Homestake Mining
Company dated February 10, 1992 (incorporated by
reference to Exhibit 3.3 to the S-4 Registration
Statement).
4.4 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
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(incorporated by reference to Exhibit 2 to
the Company's Registration Statement on Form 8-A
dated October 16, 1987.)
4.5 Amendment to Certificate of Designation of Series
A Participating Cumulative Preferred Stock of
Homestake Mining Company (incorporated by
reference to Exhibit 3.6 to the Company's Report
on Form 8-K dated November 20, 1996).
4.6 Bylaws (as amended) of Homestake Mining Company
(incorporated by reference to Exhibit 3.4 to the
Company's Form 10-Q Report for the Quarterly
Period ended March 31, 1995).
4.7 Rights Agreement dated October 16, 1987
(incorporated by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A dated October 16,
1987).
5 Opinion of Counsel.*
* No opinion of counsel is given concerning
compliance with the requirements of ERISA.
The Company undertakes to submit the Savings Plan and the
Retirement Savings Plan (together, the "Plans") and any
amendments thereto to the Internal Revenue
Service (the "IRS") in a timely manner and will
make all changes required by the IRS in order to qualify the
Plans.
23.2 Consent of Independent Accountants.
24 Powers of Attorney (See Page II-5 of this
registration statement).
Item 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement;
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed
that which was registered) and any deviation from the
low or high and of the estimated maximum offering
range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective
registration statement.
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration statement or
any material change to such information in the
registration statement;
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(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California, on
this 3rd day of December, 1996.
Homestake Mining Company,
a Delaware corporation
By:Wayne Kirk
Wayne Kirk
Vice President, General Counsel and
Corporate Secretary
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints
Gene E. Elam, Wayne Kirk and Jack E. Thompson, and each of them
severally, acting alone and without the other, his true and
lawful attorney-in-fact with authority to execute in the name of
each such person, and to file with the Securities and Exchange
Commission, together with any exhibits thereto and other
documents therewith, any and all amendments (including without
limitation post-effective amendments) to this registration
statement necessary or advisable to enable the Registrant to
comply with the Securities Act of 1933 and any rules, regulations
and requirements of the Securities and Exchange Commission in
respect thereof, which amendments may make such changes in this
registration statement as the aforesaid attorney-in-fact deems
appropriate.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated.
Date: December 3, 1996 Jack E. Thompson
Jack E. Thompson
Director, President and Chief Executive Officer
Date: December 3, 1996 Gene G. Elam
Gene G. Elam
Vice President, Finance and Chief Financial Officer
Date: December 3, 1996 David W. Peat
David W. Peat
Vice President, Controller and
Chief Accounting Officer
II-5
Date: December 3, 1996 M. Norman Anderson
M. Norman Anderson
Director
Date: December 3, 1996 Robert H. Clark
Robert H. Clark
Director
Date: December 3, 1996 Harry M. Conger
Harry M. Conger
Director and Chairman of the Board
Date: December 3, 1996 G. Robert Durham
G. Robert Durham
Director
Date: December 3, 1996 Douglas W. Fuerstenau
Douglas W. Fuerstenau
Director
Date: December 3, 1996 Henry G. Grundstedt
Henry G. Grundstedt
Director
Date: December 3, 1996 William A. Humphrey
William A. Humphrey
Director
Date: December 3, 1996 Robert K. Jaedicke
Robert K. Jaedicke
Director
II-6
Date: December 3, 1996 John Neerhout, Jr.
John Neerhout, Jr.
Director
Date: December 3, 1996 Stuart T. Peeler
Stuart T. Peeler
Director
Date: December 3, 1996 Carol A. Rae
Carol A. Rae
Director
Date: December 3, 1996 Berne A. Schepman
Berne A. Schepman
Director
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Pursuant to the requirements of the Securities Act of 1933,
the trustee (or other persons who administer the employee benefit
plan) has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of San Francisco, State of California, on this 3rd day of
December, 1996.
Homestake Mining Company Savings Plan
By:Dennis B. Goldstein
Dennis B. Goldstein
Member, Savings Plan Committee
Pursuant to the requirements of the Securities Act of 1933,
the trustee (or other persons who administer the employee benefit
plan) has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of San Francisco, State of California, on this 3rd day of
December, 1996.
Homestake Mining Company Retirement Savings Plan
for Hourly Employees at Lead
By:Dennis B. Goldstein
Dennis B. Goldstein
Member, Homestake Mining Company
Retirement Savings Plan for Hourly
Employees at Lead Committee
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EXHIBIT INDEX
Number Exhibit
4.1 Restated Certificate of Incorporation of Homestake
Mining Company (incorporated by reference to
Exhibit 3.1 to the Company's S-4 Registration Statement
No. 33-48526, filed on June 10, 1992 (the "S-4
Registration Statement")).
4.2 Amendment to the Restated Certificate of Incorporation
of Homestake Mining Company dated June 3, 1991
(incorporated by reference to Exhibit 3.2 to the S-4
Registration Statement).
4.3 Certificate of Correction of the Restated Certificate of
Incorporation of Homestake Mining Company dated
February 10, 1992 (incorporated by reference to Exhibit 3.3
to the S-4 Registration Statement).
4.4 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
(incorporated by reference to Exhibit 2 to the
Company's Registration Statement on Form 8-A dated
October 16, 1987).
4.5 Amendment to Certificate of Designation of Series A
Participating Cumulative Preferred Stock of Homestake Mining
Company (incorporated by reference to Exhibit 3.6 to the
Company's Report on Form 8-K dated November 20, 1996).
4.6 Bylaws (as amended) of Homestake Mining Company
(incorporated by reference to Exhibit 3.4 to the Company's
Form 10-Q Report for the Quarterly Period ended March 31,
1995).
4.7 Rights Agreement dated October 16, 1987 (incorporated by
reference to Exhibit 10 to the Company's Registration
Statement on Form 8-A dated October 16, 1987).
5 Opinion of Counsel.*
* No opinion of counsel is given concerning
compliance with the requirements of ERISA.
The Company undertakes to submit the
Savings Plan and the Retirement Savings Plan
(together, the "Plans") and any amendments
thereto to the Internal Revenue Service (the
"IRS") in a timely manner and will make all changes
required by the IRS in order to qualify the Plans.
23.2 Consent of Independent Accountants.
24 Powers of Attorney.
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on
Form S-8 of our report dated February 9, 1996 on our audits of
the financial statements and financial statement schedules of
Homestake Mining Company.
We also consent to the inclusion in this registration statement
on Form S-8 of our reports dated June 20, 1996 on our audits of
the financial statements of the Homestake Mining Company Savings
Plan and the Homestake Mining Company Retirement Savings Plan for
Hourly Employees at Lead.
Coopers & Lybrand
Coopers & Lybrand
San Francisco, California
December 3, 1996
