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
March 6, 1997
(Date of earliest event reported)
HOMESTAKE MINING COMPANY
(exact name of Registrant as specified in its charter)
Delaware 1-8736 94108-2788
(State or other jurisdiction of (Commission (I.R.S. Employer
Incorporation or organization) File Number) Identification No.)
650 California Street 94108-2788
San Francisco, California (Zip Code)
(Address of principal executive office)
Registrant's telephone number, including area code: (415) 981-8150
Exhibit index is on page 4 of this filing
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Item 5. Other Events.
On March 6, 1997, Homestake Mining Company ("Homestake")
issued a Press Release announcing that Homestake and GeoBiotics, Inc., a
privately-owned technology development company have entered into a
strategic alliance to develop biooxidation technology. A copy of the
text of Homestake's Press Release is attached as Exhibit 99.1, and is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
Exhibit 99.1 - Text of Press Release issued by Homestake on
March 6, 1997.
Page 2 of 4
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SIGNATURES
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 hereunto duly authorized.
HOMESTAKE MINING COMPANY,
By: /S/ GENE G. ELAM
---------------------
Name: Gene G. Elam
Title: Vice President,
Finance and Chief
Financial Officer
DATED: March 7, 1997
Page 3 of 4
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EXHIBIT INDEX
Exhibit 99.1 - Text of Press Release issued by Homestake on
March 6, 1997.
Page 4 of 4
EXHIBIT 99.1
Contact:
Desmond P. Kearns
Michael A. Steeves President and
Director, Chief Executive Officer
Investor Relations GeoBiotics, Inc.
415-983-8169 510-783-9060
HOMESTAKE MINING AND GEOBIOTICS ANNOUNCE
STRATEGIC ALLIANCE RE BIOOXIDATION TECHNOLOGY
San Francisco, CA, March 6, 1997-- Homestake Mining Company (NYSE:HM)
and GeoBiotics, Inc., a privately-owned technology development company
announced today that they have entered into a strategic alliance to
develop biooxidation technology. Homestake will make an equity
investment in GeoBiotics, the two companies will conduct a joint
research and development program, and GeoBiotics will grant a technology
license to Homestake.
GeoBiotics has developed proprietary biooxidation technology for
treating refractory sulfide ores and concentrates that is competitive
with recoveries achieved by roasters and autoclaves, at lower capital
and operating costs. GeoBiotics' test results on more than 30 different
refractory sulfide gold ores from around the world have achieved gold
recoveries consistently exceeding 90%. GeoBiotics currently is
conducting large-scale testing of its technology and is planning to
commission its first commercial-scale plant before the end of 1997.
During 1997, Homestake and GeoBiotics will carry out a joint research
and development program at the Agua de la Falda gold deposit in Chile
which is jointly owned by Homestake and CODELCO. GeoBiotics will provide
the biooxidation technology and expertise for the program while
Homestake will provide funding, metallurgical knowledge and operating
skills. GeoBiotics has granted Homestake a license to install and use
the technology at the Agua de la Falda mine or at another Homestake mine
of comparable size.
Jack Thompson, President and CEO of Homestake Mining commented that "The
development of new technologies is essential for treating refractory
sulfide ores and the biooxidation technology developed by GeoBiotics has
enormous potential for reducing the cost of such treatment. Alliances
with innovative technology companies like GeoBiotics are an important
and efficient way for Homestake to participate in the development
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of new technologies for its mines. The GeoBiotics technology already has
achieved impressive results on ores and concentrates from many of the
refractory gold deposits in Nevada. The technology complements the many
other areas of ore processing and gold extraction where Homestake has
been a leader for many years."
Desmond Kearns, President and CEO of GeoBiotics, stated, "We are proud
to be associated with Homestake, a forward-looking company which has a
tradition of pioneering new technology. As we advance our technology
from pilot to commercial scale, the opportunity to draw upon Homestake's
vast experience in treating refractory ores will be invaluable."
GeoBiotics has research laboratories in the San Francisco Bay Area, and
a pilot testing facility in Reno, Nevada. The Company will open a
business development office in Golden, Colorado in March.
Homestake Mining Company is an international gold mining company with
substantial operations in the U.S., 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.
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
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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
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.
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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.
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.
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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
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.
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Jack E. Thompson
Homestake Mining Company
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 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
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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
Name and Business Address
Present Principal Occupation or Employment
Robert A. Pilkington, Managing Director
Dillon, Read & Co. Inc.
535 Madison Avenue
New York, NY 10022
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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.
