HOMESTAKE MINING CO /DE/, DEF 14A, 1997-01-16

HOMESTAKE MINING CO /DE/
DEF 14A, 1997-01-16
GOLD AND SILVER ORES

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 15, 1997
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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT [X]
FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12

HOMESTAKE MINING COMPANY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

PAYMENT OF FILING FEE (CHECK APPROPRIATE BOX):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and show how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filings:

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

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Homestake
HOMESTAKE MINING COMPANY
650 California Street
San Francisco, CA 94108
Phone: 415/981-8150
Fax: 415/397-5038
January 14, 1997

Dear Homestake Shareholder:

Attached for your information is a copy of a letter which we sent to Santa
Fe Pacific Gold Corporation shareholders. This letter is in response to Newmont
Mining Corporation's announced intention to make a competing hostile exchange
offer for Santa Fe shares and Newmont's proposed solicitation of Santa Fe
shareholders to vote against a Homestake-Santa Fe combination.

Sincerely,
/s/ JACK E. THOMPSON
Jack E. Thompson
President and Chief Executive Officer
<PAGE> 3

[Homestake Logo]
HOMESTAKE MINING COMPANY
650 California Street
San Francisco, CA 94108
Phone: 415/981-8150
Fax: 415/397-5038

January 14, 1997

Dear Santa Fe Shareholder:

On December 8, 1996, Santa Fe Pacific Gold Corporation entered into a definitive
agreement to combine with Homestake Mining Company, a leading gold mining
company for 120 years. Under this definitive agreement, unanimously approved by
both Boards, your Santa Fe shares will be converted into the right to receive
1.115 Homestake shares per Santa Fe share.

Santa Fe and Homestake shareholders would each own 50% of the new Homestake -- a
revitalized company with substantial potential for long-term share price
appreciation.

On January 7, 1997, Newmont Mining Company announced its intention to make a
hostile exchange offer for your shares, offering 0.4 Newmont shares per Santa Fe
share. In so doing, Newmont made many statements we believe are inaccurate and
misleading about the Homestake-Santa Fe combination and the purported benefits
of Newmont's highly conditional offer.

The purpose of this letter is to set the record straight -- AND EXPLAIN WHY WE
BELIEVE A HOMESTAKE-SANTA FE COMBINATION WILL DELIVER FAR MORE LONG-TERM VALUE
TO YOU.

SMALL DIFFERENCE IN SHORT-TERM VALUE

Newmont is trumpeting the higher current value of its offer. However, both are
stock offers with fixed exchange ratios. The value of these offers can change
greatly in short periods of time. INDEED, THE VALUE DIFFERENTIAL BETWEEN THE TWO
OFFERS HAS ALREADY ERODED SHARPLY TO ONLY $0.71 PER SHARE TODAY -- AND COULD
EASILY DISAPPEAR OVERNIGHT FROM SMALL CHANGES IN THE PRICES OF HOMESTAKE AND
NEWMONT SHARES.

It will be several months before either transaction is completed. During this
time, the prices of both stocks are likely to fluctuate based on changes in gold
prices, the market's assessment of the probability of either transaction being
consummated, general market conditions and other factors.

We believe you should evaluate the two offers based on which you think will
deliver more long-term value. ON THAT BASIS, WE HAVE NO DOUBT THAT HOMESTAKE
OFFERS FAR GREATER APPRECIATION POTENTIAL AS THE MARKET RECOGNIZES OUR IMPROVED
FUNDAMENTALS.

HOMESTAKE OFFERS GREATER LONG-TERM VALUE

<TABLE>
<CAPTION>
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HOMESTAKE NEWMONT
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<S> <C> <C>
Ownership Stake in Combined Company....................... 50% 35%
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Current Market Value Per Ounce of Reserves................ $95 per ounce $157 per ounce
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Effect on Earnings Per Share of combination in 1997 and
1998 (excluding transaction costs, based on $400
gold).................................................. Accretive Dilutive
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Effect on Cash Flow Per Share of combination in 1997 and
1998 (excluding transaction costs, based on $400
gold).................................................. Accretive Dilutive
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</TABLE>
<PAGE> 4

There is clearly vast potential in Santa Fe's mines and exploration properties,
especially in Nevada. With Homestake, Santa Fe shareholders will own 50% of the
combined company, compared to only 35% under the Newmont proposal. A combination
with Homestake will allow you to share equally with Homestake shareholders in
the upside. In contrast, under the Newmont proposal, Newmont shareholders will
enjoy approximately two-thirds of the upside.

In addition, Homestake will be paying you with stock now valued at only $95 per
ounce of reserves. In contrast, Newmont proposes to pay you with stock now
valued at $157 per ounce of reserves, approximately equal to the S&P Gold Index
average. If Homestake can close only half of this valuation gap, the value of
the Homestake shares you receive will far exceed the value of the Newmont shares
you would receive under its offer. We have never expected a "rerating" to be
justified by size alone -- but rather by our new fundamentals and improved
performance.

Despite what Newmont says, acquiring Santa Fe will be accretive to Homestake's
expected cash flow and earnings per share starting in 1997 (before one-time
transaction costs). By Newmont's own admission, their proposed combination with
Santa Fe would be dilutive to both their cash flow and earnings per share in
1997 and 1998.

HOMESTAKE CAN MAKE MORE OF SANTA FE'S ASSETS
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Homestake and Newmont agree that the long-term value in Santa Fe's principal
mines is locked up in complex refractory ores and that expertise in treating
these ores is essential to realizing that value. We also agree that underground
mining is rapidly increasing in importance and that exploration skills will be
critical to developing Santa Fe's Nevada assets. Homestake has a substantial
edge in all three of these key areas.

TREATMENT OF COMPLEX ORES
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<TABLE>
<CAPTION>
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HOMESTAKE NEWMONT
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<S> <C> <C>
Autoclave Experience..................................... 12 years None
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Roasting Experience...................................... 21 years 1 year
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</TABLE>

WE BELIEVE HOMESTAKE HAS A SIGNIFICANT ADVANTAGE OVER NEWMONT IN THE TREATMENT
OF COMPLEX ORES, INCLUDING AUTOCLAVING AND ROASTING. Santa Fe has installed
autoclaves at the Twin Creeks and Lone Tree mines using technology pioneered by
Homestake at our McLaughlin mine. Processing the complex refractory ores at
these mines will be technologically challenging and require superior autoclaving
know-how. Homestake's 12 years of autoclaving experience is unmatched in the
mining industry. In contrast, Newmont has no autoclaving experience at all.

Homestake has 21 years of experience in roasting, another key technology needed
to treat refractory ores. Newmont is a newcomer to roasting. Indeed, its new
roaster at Carlin uses the technology we pioneered at our Kalgoorlie operations
in 1989.

Furthermore, biotechnology is readily available. None of the industry's six
commercial bioleaching plants use Newmont's technology. In fact, Newmont calls
its facility a "demonstration plant" -- with no commercial production to date.
Homestake also has more experience in smelting and other approaches to treating
complex ores.
<PAGE> 5

UNDERGROUND MINING
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<TABLE>
<CAPTION>
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HOMESTAKE NEWMONT
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<S> <C> <C>
Underground Mining Experience................ 120 years 2 years
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Number of Underground Mines.................. 6 1
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Ore Mined Underground in 1995................ 7.5 million tons 0.5 million tons
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</TABLE>

UNDERGROUND MINING IS THE WAY OF THE FUTURE IN NEVADA BECAUSE THE EASY, SURFACE
MINING OPPORTUNITIES ARE RAPIDLY DIMINISHING. OUR ADVANTAGE OVER NEWMONT IN THIS
AREA IS UNQUESTIONED. Homestake has 120 years of continuous underground mining
experience, using virtually every technique available in mines up to 8,000 feet
deep. Newmont has had only two years of recent underground mining experience.

EXPLORATION
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<TABLE>
<CAPTION>
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HOMESTAKE NEWMONT
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<S> <C> <C>
Exploration Program................... Accelerating Stalled
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Nevada Discoveries.................... Ruby Hill (1994) None except at Carlin
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</TABLE>

HOMESTAKE IS ON AN ACCELERATING PATH OF EXPLORATION SUCCESS WHILE NEWMONT'S
EXPLORATION EFFORTS HAVE STALLED. Homestake has put in place a world-wide
exploration team with proven experience in discovering gold in diverse
geological settings. Our recent discoveries include the soon-to-open Ruby Hill
mine in Nevada (1994) and the growing resource at Agua de la Falda in Chile
(1996), where production will begin in April 1997.

In stark contrast, Newmont's exploration efforts have stalled, especially in
Nevada, where the most significant discoveries in recent years have come from
Newmont's competitors. In Nevada, Newmont has added only 200,000 ounces of
reserves (net of production) since 1989, a nominal 1% increase. It is a fact
that in Nevada, Newmont has not had a single significant discovery outside the
Carlin Trend despite 30 years of trying.

HOMESTAKE-SANTA FE WILL BE FINANCIALLY STRONGER

<TABLE>
<CAPTION>
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HOMESTAKE/ NEWMONT/
AS OF 9/30/96 SANTA FE SANTA FE
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<S> <C> <C>
$580
Total Debt................................................ million $1.04 billion
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$312
Net Debt*................................................. million $804 million
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Debt to Capitalization Ratio.............................. 29% 38%
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Net Debt to Capitalization Ratio*......................... 18% 32%
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</TABLE>

* net of cash & short-term investments

HOMESTAKE HAS SIGNIFICANTLY LESS DEBT THAN NEWMONT AND A STRONGER BALANCE SHEET.
A combined Homestake-Santa Fe will have less than half the net debt of
Newmont-Santa Fe. Newmont-Santa Fe would have a total post-merger debt load of
more than $1 billion. It would be a more leveraged company facing immediate
requirements to raise large amounts of additional funding for capital projects,
particularly its copper mine in Indonesia. Debt service will divert cash that
could be better used for exploration and other production activities. In
contrast, Homestake-Santa Fe will have one of the strongest balance sheets in
the industry that will immediately enable us to continue an aggressive growth
strategy.
<PAGE> 6

HOMESTAKE HAS IMPROVED ITS COST STRUCTURE

<TABLE>
<CAPTION>
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HOMESTAKE NEWMONT
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<S> <C> <C>
Reduction In Overhead Costs Per Ounce (1990-95)......... $11(35%) $2(6%)
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Reduction In Cash Operating and Overhead Costs Per Ounce
(1990-95)............................................... $25(8%) $9(4%)
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</TABLE>

HOMESTAKE HAS REDUCED CASH OPERATING AND OVERHEAD COSTS MORE THAN NEWMONT SINCE
1990. Newmont has touted $50 million in cost savings from a hostile takeover of
Santa Fe, but 80% of this amount would come from eliminating Santa Fe's
management and virtually all of its exploration budget. Newmont projects only a
2% savings in operating expenses. Newmont's operating expenses in Nevada have
increased in recent years as it processes more refractory ore and increases
underground mining. Moreover, its current operating expenses reflect processing
approximately 35% refractory ore. With refractory ore now comprising 65% of
Newmont's reserves, will its operating expenses continue to increase?

Homestake will eliminate duplicative costs, but without sacrificing the Santa Fe
exploration program. Homestake also has a more efficient overhead structure than
Newmont. In 1995, our overhead costs were roughly 20% lower than Newmont's per
ounce of gold produced. Homestake's overhead costs have decreased annually since
1992, while Newmont's have increased. The new Homestake-Santa Fe expects to
reduce overhead costs a further 20% per ounce.

CONCLUSION

We believe Homestake will earn a rerating that will greatly increase the
long-term value of the Homestake shares you would receive in our proposed
combination. In our opinion, Homestake's refractory ore processing expertise,
underground mining experience, and accelerating exploration program -- combined
with a strong balance sheet and low political risk profile -- will enable us to
earn this rerating. Our prospects will be further enhanced by adding Santa Fe
talent to the new management team that is transforming Homestake into an
aggressive growth company.

We are building a new Homestake dedicated to delivering superior shareholder
value. We urge you to support the combination with Homestake unanimously
endorsed by the Santa Fe Board. We will write again soon to tell you how to help
make this compelling combination a reality.

Sincerely,
/s/ JACK E. THOMPSON
Jack E. Thompson
President and Chief Executive Officer
<PAGE> 7

ADDITIONAL INFORMATION

The Homestake-Santa Fe Agreement was unanimously approved by both Boards of
Directors as being in the best interests of the Homestake and Santa Fe
stockholders, respectively. The obligations of Homestake and Santa Fe to
consummate the merger are subject to various conditions, including Homestake and
Santa Fe shareholder approvals, Hart-Scott-Rodino clearance, the receipt of
independent accountants' letters that the merger qualifies as a pooling of
interests and the receipt of opinions of counsel that the merger will constitute
a tax-free reorganization. Subject to certain limitations, Santa Fe is permitted
to terminate the Agreement to enter into an agreement to combine with another
party upon payment to Homestake of a $65 million termination fee.

A Preliminary Joint Proxy Statement/Prospectus of Homestake and Santa Fe is
contained in the Registration Statement on Form S-4 which Homestake filed with
the Securities and Exchange Commission on January 6, 1997 (Registration No.
333-19303). The Preliminary Joint Proxy Statement/Prospectus contains
information relating to the combination of Homestake and Santa Fe, including a
more detailed description of the Agreement. Copies of the complete Preliminary
Joint Proxy Statement/Prospectus are available, without charge, to Homestake and
Santa Fe shareholders on written or oral request to Wayne Kirk, Vice President,
General Counsel and Corporate Secretary, Homestake Mining Company, 650
California Street, San Francisco, CA 94108-2788 (Tel: 415/981-8150).

The preliminary prospectus with respect to Newmont's proposed exchange offer
states that the offer is subject to a number of conditions, including the tender
by Santa Fe shareholders of at least 90% of the outstanding Santa Fe shares,
Hart-Scott-Rodino clearance and receipt of an independent accountant's letter
that the offer qualifies as a pooling of interests. The preliminary prospectus
is contained in a Registration Statement on Form S-4 which Newmont filed with
the Securities and Exchange Commission on January 7, 1997 (Registration No.
333-19335). Copies of Newmont's preliminary prospectus are available from the
Securities and Exchange Commission.

Attached hereto as Annex A is information concerning the directors and executive
officers of Homestake and other representatives of Homestake who may communicate
with Homestake and Santa Fe shareholders regarding these matters and a
description of their interests therein.

This letter 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 letter is not being furnished by Santa Fe
or its Board of Directors.

Statements contained in this letter which are not historical facts are
forward-looking statements as that term 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 the
companies' filings with the Securities and Exchange Commission.
<PAGE> 8

ANNEX A

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

A-1
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<TABLE>
<CAPTION>
PRESENT POSITION WITH HOMESTAKE OR OTHER PRINCIPAL
NAME AND BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT
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<S> <C>
Douglas W. Fuerstenau.......... Director, Homestake Mining Company; Professor in the
University of California, Graduate School, Department of Materials Science and
Berkeley Mineral Engineering, University of California, Berkeley.
477 Evans Hall
No. 1760
Berkeley, CA 94720
Dennis B. Goldstein............ Corporate Counsel and Assistant Secretary, Homestake Mining
Homestake Mining Company Company.
650 California Street
San Francisco, CA 94108-2788
Lee A. Graber.................. Vice President, Corporate Development, Homestake Mining
Homestake Mining Company Company.
650 California Street
San Francisco, CA 94108-2788
Henry G. Grundstedt............ Director, Homestake Mining Company; Former Senior Vice
P.O. Box 105 President, Capital Guardian Trust.
Umpqua, OR 97486-0105
Fred Hewett.................... Assistant Controller, Homestake Mining Company.
Homestake Mining Company
650 California Street
San Francisco, CA 94108-2788
William A. Humphrey............ Director, Vice Chairman of the Board, Former President and
Homestake Mining Company Chief Operating Officer, Homestake Mining Company.
650 California Street
San Francisco, CA 94108-2788
Robert K. Jaerdicke............ Director, Homestake Mining Company; Professor (Emeritus) of
Graduate School of Business Accounting Graduate School of Business, Stanford
Stanford University University.
Stanford, CA 94305-5015
Wayne Kirk..................... Vice President, General Counsel and Corporate Secretary,
Homestake Mining Company Homestake Mining Company.
650 California Street
San Francisco, CA 94108-2788
Gillyeard J. Leathley.......... Vice President, Operations, Homestake Mining Company.
Homestake Mining Company
650 California Street
San Francisco, CA 94108-2788
William F. Lindqvist........... Vice President, Exploration, Homestake Mining Company.
Homestake Mining Company
650 California Street
San Francisco, CA 94108-2788
John Neerhout, Jr. ............ Director, Homestake Mining Company.
15 Peninsula Road
Belvedere, CA 94920
Ronald D. Parker............... Vice President, Canada, Homestake Mining Company.
1000-700 W. Pender Street
Vancouver, BC V6C 168
CANADA
</TABLE>

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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 status inconsistent with

A-3
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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

<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
- - - - -------------------------------------------------------- ------------------------------------------
<S> <C>
Robert A. Pilkington.................................... Managing Director
Dillon, Read & Co. Inc.
535 Madison Avenue
New York, NY 10022
</TABLE>

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.

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