As filed with the Securities and Exchange Commission on
April , 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
HOMESTAKE MINING COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 1041 94-2934609
(State of Other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Identification
Incorporation or Classification Code Number)
Organization) Number)
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)
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, including zip code, and telephone number,
including area code, of agent for service)
with copies to:
Michelle L. Johnson
Thelen, Marrin, Johnson & Bridges LLP
Two Embarcadero Center, Suite 2100
San Francisco, California 94111
Approximate date of commencement of proposed sale to the public:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION
STATEMENT.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box. []
If any of the securities being registered on this form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
solely in connection with dividend or interest reinvestment
plans, check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. []
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.[]
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. []
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CALCULATION OF REGISTRATION FEE
Proposed
Maximum Proposed
Title of Each Amount to Offering Maximum
Class of be Price Aggregate Amount of
Securities Registered Per Unit Offering Registration
to be Registered (1) (2) Price (2) Fee (3)
Common stock, 20,000,000 $14.875 $297,500,000 $90,151.52 (3)
$1.00 par value (4) shares (3)
(1) The amount registered is in United States dollars or the
equivalent thereof in any other currency, currency unit or
units or composite currency or currencies.
(2) Estimated solely for the purpose of determining the
registration fee in accordance with Rule 457 under the
Securities Act of 1933, as amended ("Securities Act").
(3) The 20,000,000 shares of Common Stock to be registered on
this Registration Statement were previously registered on a
Registration Statement on Form S-4 (Regis. No. 333-19303),
and are being carried forward and included in this
Registration Statement pursuant to Rule 429 under the
Securities Act. The Registrant paid a registration fee of
$665,308.67 on January 6, 1997 in connection with the
original registration of 148,220,666 shares of Common Stock
on the Registration Statement on Form S-4, none of which
have been sold. Accordingly, no registration fee has been
paid herewith.
(4) Each share of Common Stock includes one Right to be issued
in certain circumstances pursuant to the Rights Agreement
dated October 16, 1987, between Homestake and the First
National Bank of Boston, as Rights Agent. Also registered
hereby are such additional and indeterminable number of
shares as may become issuable due to adjustments for changes
resulting from stock splits, stock dividends and similar
events.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND
EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
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LEGEND FOR PRELIMINARY PROSPECTUSES
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE
ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE
OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED , 1997
PROSPECTUS
20,000,000 SHARES
HOMESTAKE MINING COMPANY
COMMON STOCK, $1.00 PAR VALUE
Homestake Mining Company ("Homestake") may offer and sell
from time to time shares of Common Stock, $1.00 par value
("Common Stock").
The specific terms of the particular offering of Common
Stock in respect of which this Prospectus is being delivered will
be set forth in an accompanying supplement to this Prospectus
("Prospectus Supplement"), which will describe the number of
shares of Common Stock offered, the initial offering price, and
market price and dividend information.
The Common Stock is listed on the New York Stock Exchange
(the "NYSE") under the symbol "HM." Any Common Stock offered
pursuant to a Prospectus Supplement will be listed on the NYSE,
subject to official notice of issuance.
The Common Stock may be sold to or through underwriters,
through dealers or agents or directly to purchasers. See "Plan
of Distribution." The names of any underwriters, dealers or
agents involved in the sale of the Common Stock in respect of
which this Prospectus is being delivered and any applicable fee,
commission or discount arrangements with them will be set forth
in a Prospectus Supplement. See "Plan of Distribution" for
possible indemnification arrangements for dealers, underwriters
and agents.
This Prospectus may not be used to consummate sales of
Common Stock unless accompanied by a Prospectus Supplement.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1997
<PAGE>
AVAILABLE INFORMATION
Homestake is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Homestake has filed with the
Commission a Registration Statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act") with respect to the Common Stock
and the associated rights to purchase Preferred Stock pursuant to
the Rights Agreement dated October 16, 1987, between Homestake
and The First National Bank of Boston, as Rights Agent (the
"Rights Agreement"). The Registration Statement and the exhibits
thereto, as well as the reports, proxy statements and other
information filed by Homestake with the Commission, may be
inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices at Suite 1300, Seven World Trade
Center, New York, New York 10048, and at The Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies
of such material also can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington
D.C. 20549, at prescribed rates. The Commission maintains an
Internet Web site that contains reports, proxy and information
statements and other information regarding registrants that file
electronically with the Commission. Such reports, proxy and
information statements and other information may be found on the
Commission's Web site address, http://www.sec.gov. In addition,
the Common Stock is listed on the NYSE, and material filed by
Homestake may be inspected at the offices of the NYSE, 20 Broad
Street, New York, New York 10005. This Prospectus does not
contain all the information set forth in the Registration
Statement and the exhibits thereto, a portion of which has been
omitted in accordance with the rules and regulations of the
Commission. Reference is made to the Registration Statement and
the exhibits thereto for further information.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed with the Commission by
Homestake (File No. 1-8736) pursuant to the Exchange Act are
incorporated by reference in this Prospectus:
1. Homestake's Annual Report on Form 10-K for the year
ended December 31, 1996;
2. Homestake's Current Reports on Form 8-K, dated
January 15, January 21, February 3, February 7, February 10,
February 18, February 28, March 7, and March 10, 1997;
3. The description of the Common Stock contained in
Homestake's Registration Statement on Form S-4 (No. 33-48526)
filed on June 10, 1992, including any amendment or report filed
for the purpose of updating such description; and
4. The description of the Homestake Rights contained in
Homestake's Registration Statement on Form 8-A dated October 16,
1987.
All documents and reports filed by Homestake pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Prospectus and prior to the date of its respective
Special Meeting will be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the dates of filing
of such documents or reports. Any statement contained in a
document incorporated or deemed to be incorporated by reference
herein will be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document that
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also is
or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Except as so modified or superseded,
any such statement will not be deemed to constitute a part of
this Prospectus.
DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS
Certain statements contained in this Prospectus, as amended
and supplemented, and certain documents incorporated by reference
herein that are not statements of historical fact are "forward
looking" statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and are thus prospective. Such
forward looking statements are based on the beliefs of
management, as well as assumptions made by and information
currently available to management. Forward looking statements
include statements preceded by the words "anticipate," "believe,"
"estimate," "expect," "intend," "will" and similar expressions.
Estimates of reserves, future production and future cash costs
per ounce of gold-equivalent production are also forward looking
statements.
Such forward looking statements are subject to risks,
uncertainties and other factors which could cause actual results
to differ materially from future results expressed or implied by
such forward looking statements. Certain important factors and
assumptions that could cause actual results to differ materially
from those expressed or implied by any forward looking statements
("Cautionary Statements") will be included in a Prospectus
Supplement describing the specific terms of a particular offering
of Common Stock.
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HOMESTAKE
Homestake Mining Company is a Delaware corporation
incorporated in 1983 as the parent holding company to a
California corporation, which has been engaged in the gold mining
business since 1877. Homestake is one of the largest North
American-based gold mining companies. Operations of Homestake
include mineral exploration, extraction, processing and refining.
Gold bullion, Homestake's principal product, is produced in the
United States, Canada, Australia and Chile. Ore and concentrates
containing gold and silver from the Eskay Creek and Snip mines in
Canada are sold directly to smelters.
The Common Stock is listed on the NYSE under the symbol
"HM," on the Swiss Stock Exchange (Basel, Geneva and Zurich) and
on the Australian Stock Exchange Limited. Homestake's principal
executive offices are located at 650 California Street, San
Francisco, California 94108-2788 (telephone number: (415) 981-
8150).
USE OF PROCEEDS
Unless otherwise indicated in the applicable Prospectus
Supplement, the net proceeds received by Homestake from the sale
of any Common Stock offered hereby will be used for working
capital and general corporate purposes, including acquisitions
and repayment of indebtedness. Any specific allocation of the
proceeds to a particular purpose that has been made at the date
of any Prospectus Supplement will be described therein.
DESCRIPTION OF CAPITAL STOCK
GENERAL
The following summary does not purport to be complete and is
subject in all respects to the applicable provisions of the
Delaware General Corporation Law, Homestake's Restated
Certificate of Incorporation, as amended, and the Rights
Agreement.
Homestake's Restated Certificate of Incorporation, as
amended, currently authorizes the issuance of 250,000,000 shares
of Common Stock and 10,000,000 shares of Preferred Stock.
COMMON STOCK
All shares of Common Stock offered hereby will be duly
authorized, fully paid and non-assessable. Under Delaware Law,
stockholders generally are not liable for a corporation's debts
or obligations solely as a result of their status as
stockholders.
Holders of Common Stock are entitled to one vote per share
on all matters requiring a vote of stockholders. Homestake does
not have cumulative voting and, as a result, the holders of a
majority of Common Stock represented at a meeting of stockholders
and entitled to vote in an election of directors are able to
elect all directors to be elected at the meeting.
Homestake has a classified Board of Directors, with
approximately one-third of the directors elected each year for a
term of three years. During their term of office, Homestake's
directors may only be removed from office for cause.
The Homestake Common Stock is not redeemable and does not
have conversion or pre-emptive rights.
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Holders of Common Stock are entitled to receive dividends
when and as declared by the Homestake Board of Directors from
funds legally available therefor, subject to the dividend rights
of holders of any Preferred Stock that may be issued in the
future.
PREFERRED STOCK
Preferred Stock may be issued in one or more series in the
discretion of the Homestake Board of Directors, with such rights,
preferences and privileges as to dividends, voting rights,
conversion rights, liquidation preferences and redemption
provisions as the Homestake Board of Directors may in its
discretion establish at the time of creation of such series.
HOMESTAKE RIGHTS AGREEMENT
Pursuant to the Rights Agreement, each Right entitles the
holder thereof to purchase 1/100th of a share of Homestake Series
A Participating Cumulative Preferred Stock at a price of $75,
subject to adjustment (the "Purchase Price").
The Rights are not exercisable until the "Distribution Date"
and will expire on November 2, 1997 (the "Expiration Date"),
unless they are earlier redeemed by Homestake. The Distribution
Date is defined to be the earlier of (i) the tenth day after the
first public disclosure that a person or group, together with
affiliates or associates (the "Acquiring Person") acquired or
obtained the right to acquire beneficial ownership of 20% or more
of the issued and outstanding Common Stock (an "Acquisition
Date") and (ii) the tenth day after the commencement of, or first
public disclosure of an intent to commence, a tender or exchange
offer for 20% or more of the issued and outstanding Common Stock.
In the event that, following the Distribution Date,
Homestake is acquired in any merger or other business combination
or 50% or more of its assets or assets representing 50% or more
of its earning power are sold, leased, exchanged or otherwise
transferred to a publicly traded corporation, each Right will
entitle its holder to purchase for the Purchase Price the number
of common shares of such corporation which at the time of the
transaction would have a market value of twice the Purchase
Price. In the event that Homestake is acquired in any merger or
other business combination or 50% or more of its assets or assets
representing 50% or more of its earning power are sold, leased,
exchanged or otherwise transferred to an entity that is not a
publicly traded corporation, each Right will entitle its holder
to purchase for the Purchase Price, at such holder's option
(i) that number of shares of such entity which at the time of
transaction would have a book value of twice the Purchase Price
or (ii) if such entity has an affiliate which has publicly traded
common shares, the number of shares of such affiliate which at
the time of the transaction would have a market value of twice
the Purchase Price.
In the event an Acquiring Person (i) acquires beneficial
ownership of 30% or more of the shares of Common Stock
outstanding, unless such Common Stock is acquired pursuant to an
all cash tender offer for all Common Stock outstanding and all
other classes or series of shares of Homestake issued and
outstanding or (ii) engages in one or more "self dealing"
transactions with Homestake (a "Triggering Event"), the rights
will entitle each holder to purchase, for the Purchase Price,
Preferred Stock equivalent to the number of shares of Common
Stock which at the time of the transaction would have a market
value of twice the Purchase Price.
In the event that Homestake merges with an Acquiring Person
and Homestake is the surviving corporation and all of the shares
of Common Stock outstanding immediately prior to the merger
remain outstanding and unchanged (an "Affiliate Transaction"),
each Right will entitle its holder to purchase, for
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the Purchase
Price, that number of shares of Common Stock which at the time of
the transaction would have a market value of twice the Purchase
Price.
Any Rights that are or were, at any time on or after the
earlier of the Distribution Date or the Acquisition Date,
beneficially owed by an Acquiring Person will become null and
void upon the occurrence of an Affiliate Transaction or a
Triggering Event and any holder of any such Right will be unable
to exercise any such right after the occurrence of an Affiliate
Transaction or Triggering Event.
The Homestake Board of Directors may redeem the Rights at
any time prior to the earliest of the tenth day following the
Acquisition Date, the occurrence of a Triggering Event or the
Expiration Date for cash or securities equivalent to $0.01 per
Right.
Until a Right is exercised, the holder will have no rights
as a stockholder of Homestake with respect to the shares
purchasable upon exercise of the Right.
PLAN OF DISTRIBUTION
Homestake may offer and sell shares of Common Stock from
time to time through agents, to or through underwriters, through
dealers or directly to purchasers. The Prospectus Supplement
with respect to the shares of Common Stock to be offered will set
forth the terms of the offering, including (i) the name or names
of any underwriters, dealers or agents, (ii) the offering price,
(iii) the proceeds to Homestake from such sale, (iv) any
underwriting discounts and commissions or other amounts
constituting underwriters' or agents' compensation, and (v) any
securities exchange or automated quotation system on which the
Common Stock may be listed. Any initial public offering price,
discounts or concessions allowed or reallowed or paid to dealers
may be changed from time to time.
The distribution may be effected from time to time in one or
more transactions at a fixed price or prices, which may be
changed, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated
prices.
Offers to purchase Common Stock may be solicited by agents
designated by Homestake from time to time. Any such agent
involved in the offer or sale of the Common Stock will be named,
and any commissions payable by Homestake to such agent will be
set forth, in the applicable Prospectus Supplement. Any such
agent may be deemed to be an underwriter (as that term is defined
in the Securities Act) of the Common Stock so offered and sold.
If shares of Common Stock are sold by means of an
underwritten offering, Homestake will execute an underwriting
agreement with one or more underwriters at the time an agreement
for such sale is reached. The names of the specific managing
underwriter or underwriters, as well as any other underwriters,
and the terms of the transaction, including commissions,
discounts and any other compensation of the underwriters and
dealers, if any, will be set forth in the Prospectus Supplement
which will be used by the underwriters to make resales of the
shares of Common Stock. If underwriters are utilized in the sale
of the Common Stock, the Common Stock will be acquired by the
underwriters for their own accounts and may be resold from time
to time in one or more transactions, including negotiated
transactions, at fixed public offering prices or at varying
prices determined by the underwriter at the time of sale. Common
Stock may be offered to the public either through underwriting
syndicates represented by managing underwriters or directly by
the managing underwriters. If any underwriter or underwriters
are utilized in the sale of the Common Stock, unless otherwise
indicated in the Prospectus Supplement, the underwriting
agreement will provide that the obligations of the underwriters
are subject to certain conditions precedent and that the
underwriters with
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respect to a sale of shares of Common Stock
will be obligated to purchase all of such shares if any are
purchased.
If a dealer is utilized in the sale of Common Stock,
Homestake will sell such shares of Common Stock to the dealer as
principal. The dealer may then resell such shares to the public
at varying prices to be determined by such dealer at the time of
resale. Any such dealer may be deemed to be an underwriter (as
that term is defined in the Securities Act) of the Common Stock
so offered and sold. The name of the dealer and the terms of the
transaction will be set forth in the Prospectus Supplement
relating thereto.
Offers to purchase shares of Common Stock may be solicited
directly by Homestake directly to institutional investors and
others who may be deemed to be underwriters (as that term is
defined in the Securities Act) with respect to any resale
thereof. The terms of any such sales will be described in the
Prospectus Supplement relating thereto.
Shares of Common Stock may be sold directly by Homestake or
through agents designated by Homestake from time to time at fixed
prices, which may be changed, or at varying prices determined at
the time of sale. Any agent involved in the offer or sale of the
shares of Common Stock with respect to which this Prospectus is
delivered will be named, and any commissions payable by Homestake
to such agent will be set forth, in the Prospectus Supplement
relating thereto. Unless otherwise indicated in the Prospectus
Supplement, any such agent will be acting on a best efforts basis
for the period of its appointment.
In connection with the sale of the shares of Common Stock,
underwriters or agents may receive compensation from Homestake or
from purchasers of shares for whom they may act as agents in the
form of discounts, concessions or commissions. Underwriters,
agents and dealers participating in the distribution of such
shares may be deemed to be underwriters and any discounts or
commissions received by them from Homestake and any profit on the
resale of such by them may be deemed to be underwriting discounts
or commissions under the Securities Act.
Agents, underwriters and dealers may be entitled under
relevant agreements to indemnification or contribution by
Homestake against certain liabilities, including liabilities
under the Securities Act.
Agents, underwriters and dealers may engage in transactions
with or perform services for Homestake in the ordinary course of
business.
LEGAL MATTERS
The validity of the shares of Common Stock will be passed
upon for Homestake by Thelen, Marrin, Johnson & Bridges LLP, San
Francisco, California.
EXPERTS
The consolidated balance sheets as of December 31, 1996 and
1995 and the consolidated statements of income, shareholders'
equity and cash flows for each of the years in the period ending
December 31, 1996 incorporated by reference in this Prospectus,
have been incorporated herein in reliance of the report of
Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
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No dealer, salesperson or
other person has been
authorized to give any
information or to make any
representations other than
those contained in this
Prospectus in connection with 20,000,000 SHARES
the offer and sale of
securities made hereby, and if HOMESTAKE MINING COMPANY
given or made, such
information or representations COMMON STOCK
must not be relied upon as
having been authorized by
Homestake. This Prospectus
does not constitute an offer
of any securities other than
those to which it relates or
an offer or a solicitation in
any jurisdiction to any person
to whom it is not lawful to
make such offer or
solicitation in such PROSPECTUS
jurisdiction. Neither the
delivery of this Prospectus,
nor any distribution of
securities made hereunder
shall, under any
circumstances, create any
implication that there has not
been a change in the facts set
forth in this Prospectus or in
the affairs of Homestake since
the date hereof or that the , 1997
information contained herein
is correct as of any time
subsequent to the date hereof.
TABLE OF CONTENTS
Page
Available Information 2
Incorporation of Certain
Information
by Reference 2
Disclosure Regarding Forward-
Looking
Statements 3
Homestake 4
Use of Proceeds 4
Description of Capital Stock 4
Plan of Distribution 6
Legal Matters 7
Experts 7
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated fees payable by Homestake in connection
with the issuance and registration of the Common Stock are as
follows:
SEC Registration Fee $ 90,152
Accounting Fees and Expense 10,000
Legal Fees and Expenses 10,000
Listing Fees 70,000
Miscellaneous 19,848
TOTAL $ 200,000
Item 15. Indemnification of Officers and Directors.
Article XVII of Homestake'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 Homestake or
its stockholders, (ii) for unlawful payments of dividends or
unlawful stock repurchases or redemptions as provided in Section
174 of the Delaware Law, (iii) for acts or 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 actions by or in the right
of the corporation, such indemnification is not permitted if such
person has been adjudged liable 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 Homestake would have the power to indemnify such persons
against such liabilities under the provisions of such section.
Homestake has purchased such insurance. Section 145 further
provides that the statutory provision is not exclusive of any
other right to which those seeking indemnifications or
advancement of expenses may be entitled under any by-law,
agreement, vote of stockholders or independent directors, or
otherwise, both as to action in such person's official capacity
and as to action in another capacity while holding such office.
Article XIV, Section 8, of the By-laws of Homestake provides
that Homestake must indemnify directors and officers to the
fullest extent permitted by the Delaware Law.
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Item 16. Exhibits.
Exhibit
Number Description
1 Form of Underwriting Agreement*
4 Rights Agreement dated October 16, 1987, between
Homestake and The First National Bank of Boston, as
Rights Agent (incorporated by reference to
Homestake's Registration Statement on Form 8-A dated
October 16, 1997)
5 Opinion of Thelen, Marrin, Johnson & Bridges LLP as
to the legality of the Common Stock
23 Consents of Experts and Counsel
23.1 Consent of Thelen, Marrin, Johnson & Bridges LLP
(included in Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney (included on the signature pages
to this Registration Statement)
______________________
*To be filed by amendment
Item 17. 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 this
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 this 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 end 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 a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this registration statement or any material
change to such information in this registration statement;
II-2
<PAGE>
provided however, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply if the information required to be included
in a post-effective amendment by such paragraphs is
contained in one or more periodic reports filed with or
furnished to the Commission by Homestake pursuant to
Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act, 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; and
(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, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act
(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.
(i) That:
(1) For purposes of determining any liability under
the Securities Act of 1933, the information omitted from the form
of prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared
effective; and
(2) For the purpose of determining any liability
under the Securities Act of 1933, each post-effective amendment
that contains a form of prospectus 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act,
Homestake 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 27th day of March, 1997.
Homestake Mining Company,
a Delaware corporation
By: /s/ WAYNE KIRK
Wayne Kirk
Vice President, General
Counsel and Corporate Secretary
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints
Gene G. 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, and to sign any registration for the same offering
covered by this registration statement that is to be effective
upon filing pursuant to Rule 462(b) under the Securities Act of
1933, necessary or advisable to enable Homestake 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 dates indicated.
Date: March 27 , 1997 /s/ JACK E. THOMPSON
Jack E. Thompson
Director, President and Chief
Executive Officer
Date: March 27 , 1997 /s/ GENE G. ELAM
Gene G. Elam
Vice President, Finance and Chief
Financial
Officer
Date: March 27 , 1997 /s/ DAVID W. PEAT
David W. Peat
Vice President, Controller and
Chief Accounting
Officer
Date: March 27 , 1997 /s/ M. NORMAN ANDERSON
M. Norman Anderson
Director
<PAGE>
Date: March 27 , 1997 /s/ ROBERT H. CLARK
Robert H. Clark
Director
Date: March 27 , 1997 /s/ HARRY M. CONGER
Harry M. Conger
Director and Chairman of the
Board
Date: March 27 , 1997 /s/ G. ROBERT DURHAM
G. Robert Durham
Director
Date: March 27 , 1997 /s/ DOUGLAS W. FUERSTENAU
Douglas W. Fuerstenau
Director
Date: March 27 , 1997 /s/ HENRY G. GRUNDSTEDT
Henry G. Grundstedt
Director
Date: March 27 , 1997 /s/WILLIAM A. HUMPHREY
William A. Humphrey
Director
Date: March 27 , 1997 /s/ROBERT K. JAEDICKE
Robert K. Jaedicke
Director
Date:
John Neerhout, Jr.
Director
Date: March 27 , 1997 /s/STUART T. PEELER
Stuart T. Peeler
Director
Date: March 27 , 1997 /s/CAROL A. RAE
Carol A. Rae
Director
Date: March 27 , 1997 /s/BERNE A. SCHEPMAN
Berne A. Schepman
Director
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
1 Form of Underwriting Agreement*
4 Rights Agreement dated October 16, 1987, between
Homestake and The First National Bank of Boston, as
Rights Agent (incorporated by reference to
Homestake's Registration Statement on Form 8-A dated
October 16, 1997)
5 Opinion of Thelen, Marrin, Johnson & Bridges LLP as
to the legality of the Common Stock
23 Consents of Experts and Counsel
23.1 Consent of Thelen, Marrin, Johnson & Bridges LLP
(included in Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney (included on the signature pages
to this Registration Statement)
______________________
*To be filed by amendment
[THELEN, MARRIN, JOHNSON & BRIDGES LLP LETTERHEAD]
April 7, 1997
Homestake Mining Company
650 California Street
San Francisco, CA 94108-2788
Ladies and Gentlemen:
We have acted as counsel to Homestake Mining Company, a
Delaware corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended, of
20,000,000 shares of Common Stock, $1.00 par value, of the Company
(the "Shares") described in the Company's Registration Statement on
Form S-3 to be filed with the Securities and Exchange Commission
on or about April 7, 1997.
Please be advised that we are of the opinion that the
Shares to be offered and sold by the Company, when issued and
paid for as contemplated by the Prospectus included in the
Registration Statement (as such Prospectus may be amended or
supplemented), will be legally issued, fully paid and
non-assessable.
We are authorized to engage in the practice of law only
with respect to the federal laws of the Untied States of America
and the laws of the States of California and New York and the
General Corporate Law of the State of Delaware and do not purport
to be experts with respect to the laws of any other jurisdiction,
and we express no opinion as to the laws of any other state or
jurisdiction.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and consent to the
reference to our name in the related Prospectus under the heading
"Legal Matters." Except as stated above, without our prior
written consent, this opinion may not be furnished or quoted to,
or relied upon by, any other person or entity for any purpose.
Very truly yours,
/s/THELEN, MARRIN, JOHNSON & BRIDGES LLP
THELEN, MARRIN, JOHNSON & BRIDGES LLP
MLJ/JLM/DOH
[COOPERS & LYBRAND L.L.P. LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Homestake Mining Company on Form S-3 of our report
dated February 7, 1997, on our audits of the consolidated
financial statements and financial statement schedules of
Homestake Mining Company as of December 31, 1996 and 1995, and
for the years ended December 31, 1996, 1995 and 1994 appearing in
and incorporated by reference in the Annual Report on Form 10-K.
We also consent to the reference to our firm under the caption
"Experts".
/s/ Coopers & Lybrand L.L.P.
San Francisco, California
April 5, 1997
