As filed with the Securities and Exchange Commission on January 21, 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 [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
SANTA FE PACIFIC GOLD CORPORATION
(Name of Registrant as Specified In Its Charter)
HOMESTAKE MINING COMPANY
(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)(1)
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:
NEWS RELEASE
For Immediate Release
---------------------
Contacts: Sard Verbinnen & Co.
Homestake Mining Company George Sard/Paul Verbinnen
Michael A. Steeves (212) 687-8080
(415) 983-8169
HOMESTAKE MINING CLEARS ANTITRUST REVIEW
FOR ACQUISITION OF SANTA FE PACIFIC GOLD
----------------------------------------
SAN FRANCISCO, CA, January 21, 1997 - Homestake Mining Company
(NYSE: HM) announced today that its pending acquisition of Santa Fe
Pacific Gold Corporation (NYSE: GLD) has cleared government antitrust
review. The waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act has expired without a request for additional
information.
"This compelling transaction has been unanimously approved by the
Boards of Homestake and Santa Fe because they believe it will deliver
superior value to the shareholders of both companies," said Jack E.
Thompson, President and Chief Executive Officer of Homestake. "With
antitrust clearance behind us, we are moving ahead based on our
definitive merger agreement to complete this combination.
Together, Homestake and Santa Fe will create a new top-tier gold
producer with the asset base, financial strength and operating skills
to pursue an aggressive growth strategy. We intend to earn a market
valuation reflecting our improved fundamentals."
Hometake Mining Company is an international gold mining company
with substantial operations and exploration 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.
-more-
<PAGE>
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
Present Position with
Homestake or Other Principal
Name and Business Address Occupation or Employment
- ------------------------- ----------------------------
M. Norman Anderson............. Director, Homestake Mining
N Anderson & Associates Company; Former Chairman
502-455 Granville Street International Corona
Vancouver, V6C1V2 Corporation; Mining Industry
Consultant.
Jan P. Berger.................... Treasurer, Homestake Mining
Homestake Mining Company Company.
650 California Street
San Francisco, CA 94108-
2788
Michael L. Carroll............... Director of Taxes and
Homestake Mining Company Assistant Secretary,
650 California Street Homestake Mining Company.
San Francisco, CA 94108-
2788
<PAGE>
Robert H. Clark, Jr.............. Director, Homestake Mining
529 Fifth Avenue Company; President and
Suite 1600 Chief Executive Officer, Case,
New York, NY 10017 Pomeroy & Company, Inc.
Harry M. Conger.................. Director and Chairman of
Homestake Mining Company the Board,
650 California Street Homestake Mining Company.
San Francisco, CA 94108-
2788
G. Robert Durham................. Director, Homestake Mining
943 Seddon Cove Way Company.
Tampa, FL 33602
Gene G. Elam..................... Vice President, Finance and
Homestake Mining Company Chief Financial Officer,
650 California Street Homestake Mining Company.
San Francisco, CA 94108-
2788
Douglas W. Fuerstenau............ Director, Homestake Mining
University of California, Company; Professor in the
Berkeley Graduate School, Department
477 Evans Hall of Materials Science and
No. 1760 Mineral Engineering,
Berkeley, CA 94720 University of California,
Berkeley.
Dennis B. Goldstein.............. Corporate Counsel and
Homestake Mining Company Assistant Secretary,
650 California Street Homestake Mining Company.
San Francisco, CA 94108-
2788
Lee A. Graber.................... Vice President, Corporate
Homestake Mining Company Development, Homestake
650 California Street Mining Company.
San Francisco, CA 94108-
2788
Henry G. Grundstedt.............. Director, Homestake Mining
P.O. Box 105 Company; Former Senior Vice
Umpqua, OR 97486-0105 President, Capital Guardian
Trust.
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
Homestake Mining Company the Board, Former President
650 California Street and Chief Operating
San Francisco, CA 94108- Officer, Homestake Mining Company.
2788
<PAGE>
Robert K. Jaedicke.............. Director, Homestake Mining
Graduate School of Business Company; Professor
Stanford University (Emeritus) of Accounting
Stanford, CA 94305-5015 Graduate School of
Business, Stanford
University.
Wayne Kirk....................... Vice President, General
Homestake Mining Company Counsel and Corporate
650 California Street Secretary, Homestake Mining
San Francisco, CA 94108- Company.
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,
Homestake Mining Company Exploration, Homestake Mining Company.
650 California Street
San Francisco, CA 94108-
2788
John Neerhout, Jr................ Director, Homestake Mining
15 Peninsula Road Company.
Belvedere, CA 94920
Ronald D. Parker................. Vice President, Canada,
1000-700 W. Pender Street Homestake Mining Company.
Vancouver, BC V6C 168
CANADA
David W. Peat.................... Vice President and
Homestake Mining Company Controller, Homestake
650 California Street Mining Company.
San Francisco, CA 94108-
2788
Stuart T. Peeler................. Director, Homestake Mining
Casa Codorniz Company; Petroleum Industry
POB 35852 Consultant.
Tucson, AZ 85740
Carol A. Rae..................... Director, Homestake Mining
HC 89 - Box 188A Company; Former President
Hermosa, SD 57744 and Chief Executive
Officer, Magnum Diamond
Corporation.
Berne A. Schepman................ Director, Homestake Mining
The Adair Company Company; President, The
1670 South Amphlett Blvd. Adair Company.
Suite 214
San Mateo, CA 94402
Richard A. Tastula............... Vice President, Australia,
9th Floor Homestake Mining Company.
2 Mill Street
Perth, WA 6000
<PAGE>
Jack E. Thompson................. Director, President and
Homestake Mining Company Chief Executive Officer,
650 California Street Homestake Mining Company.
San Francisco, CA 94108-
2788
Thomas H. Wong................... Assistant Treasurer and
Homestake Mining Company Assistant Secretary,
650 California Street Homestake Mining Company.
San Francisco, CA 94108-
2788
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
<PAGE>
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.
<PAGE>
Other Representatives of Homestake Who May Communicate
with Homestake and Santa Fe Shareholders
Present Principal
Name and Business Address Occupation or Employment
- ------------------------- ------------------------
Robert A. Pilkington.............. Managing Director
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.
This press release 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 press release is not being furnished by Santa Fe or its
Board of Directors.
