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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
(Amendment No. 7)
SANTA FE PACIFIC GOLD CORPORATION
(Name of Subject Company)
HOMESTAKE MINING COMPANY
(Name of Person(s) Filing Statement)
Common Stock, par value $0.01 per share
(including the associated Preferred Share Purchase Rights)
(Title of Class of Securities)
80217610
(CUSIP Number of Class of Securities)
Wayne Kirk
Vice President, General Counsel and Corporate Secretary
Homestake Mining Company
650 California Street
San Francisco, California 94108-2788
(415) 981-8150
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Richard Hall, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
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THIS AMENDMENT NO. 7 TO SOLICITATION/RECOMMENDATION STATEMENT
RELATES TO A PROPOSED EXCHANGE OFFER BY NEWMONT MINING
CORPORATION DESCRIBED IN ITS REGISTRATION STATEMENT ON FORM S-4
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 11,
1997 (REGISTRATION NO. 333-19335), WHICH OFFER HAS NOT BEEN
COMMENCED. BY FILING THIS AMENDMENT NO. 7 TO
SOLICITATION/RECOMMENDATION STATEMENT, HOMESTAKE MINING COMPANY
DOES NOT ADMIT THAT IT IS REQUIRED TO MAKE THIS FILING.
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Homestake Mining Company ("Homestake") hereby amends and
supplements its Solicitation/Recommendation Statement on Schedule
14D-9 (the "Statement") originally filed on January 16, 1997, as
amended by Amendments No. 1 to No. 6 with respect to the proposed
offer by Newmont Mining Corporation ("Newmont") to exchange each share
of Santa Fe Pacific Gold Corporation ("Santa Fe") common stock, $0.01
par value, together with the associated preferred share purchase
rights, for 0.40 of a share of Newmont Common Stock, $1.60 par value.
Item 6. Recent Transactions and Intent with Respect to
Securities.
Item 6 of the Statement is hereby amended to add the
following information at the end thereof:
On February 27, 1997, Homestake issued a Press Release
announcing that it was advised on February 26, 1997 of the Securities
and Exchange Commission's decision that the payment by Santa Fe of a
break-up fee of $65 million to Homestake would not prevent Newmont
from using "pooling of interests" accounting treatment in any
subsequent acquisition of Santa Fe. A copy of the text of Homestake's
Press Release is attached as Exhibit 99.14, and is incorporated herein
by reference.
Item 9. Materials to be filed as Exhibits.
Item 9 of the Statement is hereby amended to add the
following Exhibit:
Exhibit 99.14 - Text of Press Release issued by Homestake on
February 27, 1997.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Amendment No.
7 is true, complete and correct.
HOMESTAKE MINING COMPANY
By: /s/ GENE G. ELAM
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Name: Gene G. Elam
Title: Vice President,
Finance and
Chief Financial Officer
Dated: February 27, 1997
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EXHIBIT INDEX
Exhibit 99.14 - Text of Press Release issued by Homestake on
February 27, 1997.
Contact:
Gene G. Elam George Sard/Paul Verbinnen
Vice President, Finance and Sard Verbinnen & Co.
Chief Financial Officer (212) 687-8080
415-983-8106
Michael A. Steeves
Director, Investor Relations
415-983-8169
HOMESTAKE MINING COMPANY STATEMENT REGARDING SEC DECISION
ON NEWMONT - SANTA FE POOLING-OF-INTERESTS ISSUE
San Francisco, CA, February 27, 1997-- Homestake Mining
Company (NYSE:HM) was advised yesterday of the Securities and
Exchange Commission's decision that the payment by Santa Fe
Pacific Gold Corporation of a break-up fee of $65 million to
Homestake would not prevent Newmont Mining Corporation from
using "pooling of interests" accounting treatment in any
subsequent acquisition of Santa Fe.
Jack Thompson, President and Chief Executive Officer of
Homestake said "We remain committed to completing our pending
merger with Santa Fe to create a new top tier gold producer. A
Homestake/Santa Fe combination will have the asset base,
financial strength and operating skills to pursue an
aggressive growth strategy and deliver superior value to
shareholders of both companies.
The value of Newmont's offer has continued to erode. We
strongly believe that it is in the best interest of Santa Fe
shareholders to proceed as quickly as possible to complete the
agreed merger with Homestake. We look forward to meeting with
the Santa Fe Board of Directors in the near future to continue
this process.
Homestake's proposal continues to offer the best ownership
structure and appreciation potential to Santa Fe shareholders,
who will own 50% of the new Homestake."
Homestake Mining Company is an international gold mining
company with substantial operations and exploration in the
United States, Canada and Australia. Homestake also has
active exploration programs in the Andes, Venezuela, French
Guiana, Brazil and elsewhere in Latin America, and development
and/or evaluation projects in Chile, Russia and Bulgaria.
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Statements contained in this press release which are not
historical facts are forward-looking statements as that item
is defined in the Private Securities Litigation Reform Act of
1995. Such forward-looking statements are subject to risks and
uncertainties which could cause actual results to differ
materially from estimated results. Such risks and
uncertainties are detailed in Homestake's filings with the
Securities and Exchange Commission.
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
OF HOMESTAKE MINING COMPANY AND OTHER REPRESENTATIVES
OF HOMESTAKE MINING COMPANY WHO MAY COMMUNICATE WITH
HOMESTAKE AND SANTA FE PACIFIC GOLD CORPORATION
SHAREHOLDERS
The following is information concerning the directors
and executive officers of Homestake Mining Company and other
representatives of Homestake ("Homestake") who may
communicate with Homestake and Santa Fe Pacific Gold
Corporation ("Santa Fe") shareholders with respect to (i)
Homestake's planned combination with Santa Fe pursuant to
which Santa Fe will become a wholly-owned subsidiary of
Homestake and each outstanding share of Santa Fe Common
Stock, $0.01 par value, will be converted into the right to
receive 1.115 shares of Homestake Common Stock, $1.00 par
value (the "Combination") and (ii) the proposed offer by
Newmont Mining Corporation ("Newmont") disclosed in the
preliminary prospectus contained in the Registration
Statement on Form S-4 of Newmont that was filed with the
Securities and Exchange Commission on January 7, 1997
(Registration No. 333-19335), to exchange each outstanding
share of Santa Fe Common Stock for 0.40 of a share of
Newmont Common Stock, $1.60 par value. Newmont's proposed
offer has not been commenced. Newmont's Registration
Statement states that its principal executive offices are
located at 1700 Lincoln Street, Denver, Colorado 80203.
Santa Fe's principal executive offices are located at 6200
Uptown Boulevard NE, Suite 400, Albuquerque, New Mexico
87110.
Directors and Officers of Homestake
Name and Business Address Present Position with Homestake or
Other Principal Occupation or Employment
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M. Norman Anderson
N Anderson & Associates 502-455 Granville Street
Vancouver, V6C1V2
Director, Homestake Mining Company; Former Chairman
International Corona Corporation; Mining Industry
Consultant.
Jan P. Berger
Homestake Mining Company
650 California Street San Francisco, CA 94108-2788
Treasurer, Homestake Mining Company.
Michael L. Carroll
Homestake Mining Company 650 California Street
San Francisco, CA 94108-2788
Director of Taxes and Assistant Secretary,
Homestake Mining Company.
Robert H. Clark, Jr.
529 Fifth Avenue Suite 1600 New York, NY 10017
Director, Homestake Mining Company; President and Chief
Executive Officer, Case, Pomeroy & Company, Inc.
Harry M. Conger
Homestake Mining Company
650 California Street San Francisco, CA 94108-2788
Director and Chairman of the Board,Homestake Mining Company.
G. Robert Durham
943 Seddon Cove Way
Tampa, FL 33602
Director, Homestake Mining Company; Former Chairman and
Chief Executive Officer of Walters Industries, Inc. and
Former Chairman and President of Phelps Dodge Corporation.
Gene G. Elam
Homestake Mining Company
650 California Street San Francisco, CA 94108-2788
Vice President, Finance and Chief Financial Officer,
Homestake Mining Company.
Douglas W. Fuerstenau
University of California, Berkeley 477 Evans Hall No. 1760
Berkeley, CA 94720
Director, Homestake Mining Company; Professor in the
Graduate School, Department of Materials Science and
Mineral Engineering, University of California, Berkeley.
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Dennis B. Goldstein
Homestake Mining Company
650 California Street San Francisco, CA 94108-2788
Corporate Counsel and Assistant Secretary,
Homestake Mining Company.
Lee A. Graber
Homestake Mining Company
650 California Street San Francisco, CA 94108-2788
Vice President, Corporate Development,
Homestake Mining Company.
Henry G. Grundstedt
P.O. Box 105 Umpqua, OR 97486-0105
Director, Homestake Mining Company; Former Senior Vice
President, Capital Guardian Trust.
Fred Hewett
Homestake Mining Company
650 California Street San Francisco, CA 94108-2788
Assistant Controller, Homestake Mining Company.
William A. Humphrey
Homestake Mining Company
650 California StreetSan Francisco, CA 94108-2788
Director, Vice Chairman of the Board, Former President and
Chief Operating Officer, Homestake Mining Company.
Robert K. Jaedicke
Graduate School of Business
Stanford University
Stanford, CA 94305-5015
Director, Homestake Mining Company; Professor (Emeritus) of
Accounting Graduate School of Business, Stanford University.
Wayne Kirk
Homestake Mining Company
650 California Street San Francisco, CA 94108-2788
Vice President, General Counsel and Corporate Secretary,
Homestake Mining Company.
Gillyeard J. Leathley
Homestake Mining Company
650 California Street San Francisco, CA 94108-2788
Vice President, Operations, Homestake Mining Company.
William F. Lindqvist
Homestake Mining Company
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650 California Street San Francisco, CA 94108-2788
Vice President, Exploration, Homestake Mining Company.
John Neerhout, Jr.
15 Peninsula Road
Belvedere, CA 94920
Director, Homestake Mining Company; Former Executive Vice
President and Director of Bechtel Group Inc.
Ronald D. Parker
1000-700 W. Pender Street
Vancouver, BC V6C 168 CANADA
Vice President, Canada, Homestake Mining Company.
David W. Peat
Homestake Mining Company
650 California Street San Francisco, CA 94108-2788
Vice President and Controller, Homestake Mining Company.
Stuart T. Peeler
Casa Codorniz
POB 35852
Tucson, AZ 85740
Director, Homestake Mining Company;
Petroleum Industry Consultant.
Carol A. Rae
13117 N. Creekview Road
Rapid City, SD 57702
Director, Homestake Mining Company;
Former President and Chief Executive Officer, Magnum Diamond
Corporation.
Berne A. Schepman
The Adair Company
1670 South Amphlett Blvd.
Suite 214 San Mateo, CA 94402
Director, Homestake Mining Company; President,The Adair
Company and Russian Technology Group.
Richard A. Tastula
9th Floor
2 Mill Street
Perth, WA 6000
Vice President, Australia, Homestake Mining Company.
Jack E. Thompson
Homestake Mining Company
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650 California StreetSan Francisco, CA 94108-2788
Director, President and Chief Executive Officer,
Homestake Mining Company.
Thomas H. Wong
Homestake Mining Company
650 California Street San Francisco, CA 94108-2788
Assistant Treasurer and Assistant Secretary,
Homestake Mining Company.
On November 17, 1996, Homestake and Santa Fe entered
into a confidentiality agreement pursuant to which, among
other things, each party agreed to protect the confidential
and proprietary information and data provided to each other
in connection with the evaluation of one or more business
transactions. On December 8, 1996, Homestake, Santa Fe and
HMGLD Corp, a wholly-owned subsidiary of Homestake, entered
into an Agreement and Plan of Merger pursuant to which the
Combination will be consummated. On January 9, 1997,
Homestake purchased 100 shares of Santa Fe common stock. In
addition, the following individuals named above own the
following shares of Santa Fe common stock, all of which has
been owned by such individuals for more than 60 days: Mr.
Peeler - 10,300 shares; Mr. Elam - 2,000 shares; and Mr.
Graber - 1,000 shares.
At the effective time (the "Effective Time") of the
Combination, five members of the Homestake Board will
continue as directors of Homestake. The other eight members
of the Homestake Board will voluntarily resign as directors
of Homestake. The Agreement provides that at the Effective
Time, Mr. Thompson will become Homestake's Chairman of the
Board and Chief Executive Officer.
A total of ten Homestake management personnel,
including Messrs. Thompson, Elam, Kirk, Leathley and
Lindqvist, have severance agreements with Homestake under
which they are entitled to receive benefits in the event of
a change of control followed by certain events. The
Combination is a change of control for purposes of these
severance agreements. Under the severance agreements,
entitlement to benefits arises if, within three years
following the consummation of the Combination, such person's
employment is terminated or such person elects to terminate
his employment following (i) a reduction in salary or
certain benefits, (ii) a change in location of employment,
(iii) a change in position, duties, responsibilities or
<PAGE>
status inconsistent with such person's prior position, or
(iv) a reduction in responsibilities, title or office as in
effect just before the consummation of the Combination.
Benefits consist of (i) a lump sum payment equal to two
times such person's highest annual salary and bonus
(including deferred compensation) during the three years
prior to termination, (ii) continuation of participation in
insurance and certain other fringe benefits for two years,
(iii) continued vesting of stock options, and (iv)
relocation assistance. Such benefits are in lieu of
severance benefits otherwise payable under Homestake's
general severance policy.
The same ten management personnel are also participants
in Homestake's Executive Supplemental Retirement Plan (the
"Homestake ESRP"). The Homestake ESRP provides that
participating employees accrue retirement benefits at the
rate of 4 1/3% times years of service up to a maximum of 15
years. Service credit is then multiplied by average monthly
compensation during the 36 consecutive months of highest
compensation (salary and bonus) to determine a monthly
retirement benefit. Benefits are payable on retirement at
age 62 after 10 continuous years of service, with provision
for early retirement between ages 55 and 62. Within two
years following the Combination, if any participant's
employment is terminated by Homestake or by the participant
for any reason, such participant will fully vest in the
maximum benefits payable under the Homestake ESRP to the
extent such participant is not already fully vested, and
will be entitled to commence receiving such benefits at age
55. Benefits payable under the Homestake ESRP are reduced
to the extent of retirement benefits otherwise payable under
any other Homestake retirement plan (except the Homestake
Mining Company Savings Plan).
Homestake has a deferred compensation plan under which
23 eligible employees and the directors are entitled to
defer receipt of compensation. Deferred compensation earns
interest at rates determined under the plan, with a higher
rate equal to 120% of the regular rate (the "Preferred
Rate") for persons who have been participants for more than
five years. Under the deferred compensation plan, following
the Combination, all deferred compensation will earn
interest at the Preferred Rate.
Other Representatives of Homestake Who May Communicate
with Homestake and Santa Fe Shareholders
<PAGE>
Present Principal
Occupation or Employment
RobertA. Pilkington..................... Managing Director
Dillon, Read & Co. Inc.
535 Madison Avenue
New York, NY 10022
James C. Katzman.......................... Vice President
Dillon, Read & Co. Inc.
535 Madison Avenue
New York, NY 10022
Homestake has retained Dillon, Read & Co. Inc. ("Dillon
Read") to act as its financial advisor in connection with
the Combination and related matters. Pursuant to an
engagement letter dated as of November 21, 1996, between
Homestake and Dillon Read, Homestake has agreed to pay
Dillon Read a fee of 0.33% of the equity consideration in
the Combination, subject to a maximum fee of $6,500,000, for
services provided in connection with the Combination. Of
this amount, $2,250,000 was paid upon the announcement by
Homestake of the execution of the Agreement; the payment of
the balance is contingent upon the consummation of the
merger. Homestake has also agreed to reimburse Dillon Read
for the expenses reasonably incurred by it in connection
with its engagement (including reasonable counsel fees) and
to indemnify Dillon Read and its officers, directors,
employees, agents and controlling persons against certain
expenses, losses, claims, damages or liabilities in
connection with its services, including those arising under
the federal securities laws. In the past, Dillon Read has
provided investment banking services to Homestake and has
received customary compensation for such services. In the
ordinary course of business, Dillon Read trades the
securities of Homestake and Santa Fe for its own account and
the accounts of its customers and, accordingly, may at any
time hold a long or short position in such securities.
This information is being furnished by Homestake to
Homestake and Santa Fe shareholders pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended, in
response to the proposed Newmont exchange offer and
Newmont's proposed solicitation of proxies. This
information is not being furnished by Santa Fe or its Board
of Directors.
