SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 3, 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
<PAGE>
Item 5. Other Events.
On February 14, 1997, Homestake issued a news release correction,
a copy of which is attached as Exhibit 99.1, and is incorporated herein by
reference.
On February 18, 1997, Homestake issued a news release correction,
a copy of which is attached as Exhibit 99.2, and is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
Exhibit 99.1 - Text of News Release Correction issued by
Homestake on February 14, 1997.
Exhibit 99.2 - Text of News Release Correction issued by
Homestake on February 18, 1997.
<PAGE>
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: February 18, 1997
<PAGE>
EXHIBIT INDEX
Exhibit 99.1 - Text of News Release Correction issued by
Homestake on February 14, 1997.
Exhibit 99.2 - Text of News Release Correction issued by
Homestake on February 18, 1997.
Contact:
Michael A. Steeves
Director, Investor Relations
415-983-8169
CORRECTION TO HOMESTAKE MINING'S
FEBRUARY 3 AND FEBRUARY 7 PRESS RELEASES
San Francisco, CA, February 14, 1997-- On February 3, 1997 Homestake
Mining Company (NYSE:HM) issued a press release concerning increases
in reserves and mineralized material in 1996 as reported by Prime
Resources Group Inc. (TSE, VSE: PRU), a 50.6% subsidiary of Homestake
Mining. The February 3, 1997 press release was filed with the
Securities and Exchange Commission under cover of Form 8-K and
Schedule 14D-9, and under cover of Schedule 14A as soliciting material
under Rule 14a-12, each dated February 3, 1997.
The last sentence of the first paragraph of the February 3, 1997 press
release inappropriately aggregated ounces of gold and silver
categorized as reserves and mineralized material. The Company hereby
replaces that sentence to read in its entirety as follows:
"As of December 31, 1996 Prime had reserves of 2.2 million ounces of
gold and 93.6 million ounces of silver (1.2 million ounces of gold
equivalent)."
In addition, on February 7, 1997, Homestake Mining issued a press
release concerning fourth quarter and year end financial results.
The February 7, 1997 press release was filed with the Securities and
Exchange Commission under cover of Form 8-K and Schedule 14D-9, and
under cover of Schedule 14A as soliciting material under Rule 14a-12,
each dated February 7, 1997. The February 7, 1997 press release
inappropriately included information relating to ounces of mineralized
material. The references to ounces of mineralized material appeared in
the last sentence of the paragraph immediately preceding the section
entitled "Gold Operations" and in a chart setting forth the Company's
mineralized material. The Company hereby replaces the paragraph and
chart referenced above as follows:
<PAGE>
"Homestake's proven and probable gold reserves declined by
5% during 1996 to 20.4 million contained ounces. Reserve
additions occurred at Kalgoorlie in Western Australia and at
the Snip mine in Canada, where the Company's 50.6% owned
subsidiary Prime Resources Group Inc. purchased an
additional interest in this operation. Exploration success
at the Eskay Creek mine also added to reserves. However,
these additions were not sufficient to replace all of the
ounces which were mined by the Company during the year. In
addition to its proven and probable gold reserves, Homestake
added significantly to the amount of gold contained in its
mineralized material not yet classified as reserves.
Homestake Mining Company
Mineralized Material - Gold (a)(b)
December 31,1996
Tons Grade Ounces
(000) Per Ton
UNITED STATES
Homestake 23,993 0.173
Round Mountain 26,479 0.015
Ruby Hill 9,200 0.067
CANADA
Williams 4,313 0.121
Eskay Creek 141 0.541
George Lake (c) 2,572 0.322
AUSTRALIA
Mt. Charlotte 14,235 0.074
Super Pit and other 68,647 0.073
CHILE
Agua de la Falda 3,054 0.158
(a) Homestake's proportionate interest, excluding minority interests.
(b) Mineralized material is gold-bearing material that
has been physically delineated by one or more of a number of methods
including drilling, underground work, surface trenching and other
types of sampling. This material has been found to contain a amount of
mineralization of
<PAGE>
an average grade of metal or metals to have economic potential that
warrants further exploration evaluation. While this material is not
currently or may never be classified as reserves, it is reported as
mineralized material only if the potential exists for reclassification
into the reserves category. This material has established geologic
continuity, but cannot be classified in the reserves category until
final technical, economic and legal factors have been determined and
the project containing the material has been approved for development.
(c) The Company has entered into an agreement to sell its interest
in the George Lake joint venture in the first quarter of
1997."
Homestake Mining Company is an international gold mining company with
substantial operations in the United States, Canada and Australia.
Homestake also has active exploration programs in the Andes,
Venezuela, French Guiana, Brazil and elsewhere in Latin America, and
development and/or evaluation projects in Chile, Russia and Bulgaria.
Statements contained in this press release which are not historical
facts are forward-looking statements as that item is defined in the
Private Securities Litigaiton 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 Company's filing with the
Securities and Exchange Commission.
<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
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.
<PAGE>
Michael L. Carroll
Homestake Mining Company 650 California Street
San Francisco, CA 94108-2788
Director of Taxes and Assistant Secretary,
Homestake Mining Company.
Robert H. Clark, Jr.
529 Fifth Avenue Suite 1600 New York, NY 10017
Director, Homestake Mining Company; President and Chief
Executive Officer, Case, Pomeroy & Company, Inc.
Harry M. Conger
Homestake Mining Company
650 California Street San Francisco, CA 94108-2788
Director and Chairman of the Board,Homestake Mining Company.
G. Robert Durham
943 Seddon Cove Way
Tampa, FL 33602
Director, Homestake Mining Company; Former Chairman and
Chief Executive Officer of Walters Industries, Inc. and Former
Chairman and President of Phelps Dodge Corporation.
Gene G. Elam
Homestake Mining Company
650 California Street San Francisco, CA 94108-2788
Vice President, Finance and Chief Financial Officer,
Homestake Mining Company.
Douglas W. Fuerstenau
University of California, Berkeley 477 Evans Hall No. 1760
Berkeley, CA 94720
Director, Homestake Mining Company; Professor in the Graduate
School, Department of Materials Science and
Mineral Engineering, University of California, Berkeley.
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.
<PAGE>
Henry G. Grundstedt
P.O. Box 105 Umpqua, OR 97486-0105
Director, Homestake Mining Company; Former Senior Vice
President, Capital Guardian Trust.
Fred Hewett
Homestake Mining Company
650 California Street San Francisco, CA 94108-2788
Assistant Controller, Homestake Mining Company.
William A. Humphrey
Homestake Mining Company
650 California StreetSan Francisco, CA 94108-2788
Director, Vice Chairman of the Board, Former President and
Chief Operating Officer, Homestake Mining Company.
Robert K. Jaedicke
Graduate School of Business
Stanford University
Stanford, CA 94305-5015
Director, Homestake Mining Company; Professor (Emeritus) of
Accounting Graduate School of Business, Stanford University.
Wayne Kirk
Homestake Mining Company
650 California Street San Francisco, CA 94108-2788
Vice President, General Counsel and Corporate Secretary,
Homestake Mining Company.
Gillyeard J. Leathley
Homestake Mining Company
650 California Street San Francisco, CA 94108-2788
Vice President, Operations, Homestake Mining Company.
William F. Lindqvist
Homestake Mining Company
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.
<PAGE>
Ronald D. Parker
1000-700 W. Pender Street
Vancouver, BC V6C 168 CANADA
Vice President, Canada, Homestake Mining Company.
David W. Peat
Homestake Mining Company
650 California Street San Francisco, CA 94108-2788
Vice President and Controller, Homestake Mining Company.
Stuart T. Peeler
Casa Codorniz
POB 35852
Tucson, AZ 85740
Director, Homestake Mining Company;
Petroleum Industry Consultant.
Carol A. Rae
13117 N. Creekview Road
Rapid City, SD 57702
Director, Homestake Mining Company;
Former President and Chief Executive Officer, Magnum Diamond
Corporation.
Berne A. Schepman
The Adair Company
1670 South Amphlett Blvd.
Suite 214 San Mateo, CA 94402
Director, Homestake Mining Company; President,The Adair
Company and Russian Technology Group.
Richard A. Tastula
9th Floor
2 Mill Street
Perth, WA 6000
Vice President, Australia, Homestake Mining Company.
Jack E. Thompson
Homestake Mining Company
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.
<PAGE>
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 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.
<PAGE>
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
Present Principal
Occupation or Employment
Robert A. Pilkington....................... Managing Director
Dillon, Read & Co. Inc.
535 Madison Avenue
New York, NY 10022
James C. Katzman............................ Vice President
Dillon, Read & Co. Inc.
535 Madisoin Avenue
New York, NY 10022
<PAGE>
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.
Contact:
Michael A. Steeves
Director, Investor Relations
415-983-8169
CORRECTION TO HOMESTAKE MINING'S
FEBRUARY 14, 1997 PRESS RELEASE
San Francisco, CA, February 18, 1997 -- On February 14, 1997 Homestake
Mining Company (NYSE:HM) issued a press release correcting certain
information contained in several prior press releases. The February 14,
1997 press release was filed with the Securities and Exchange Commission
under cover of Form 8-K and Schedule 14D-9, and under cover of Schedule
14A as soliciting material under Rule 14a-12, each dated February 18,
1997.
The sentence in quotation marks in the second paragraph of the
February 14, 1997 press release inadvertently contained the figures
for year end 1995 reserves of Prime Resource Group, Inc (TSE,VSE:PRU),
a 50.6% subsidiary of Homestake Mining. The press release should have
cited the December 31, 1996 reserves and that sentence should read in
its entirety as follows:
"As of December 31, 1996, Prime had reserves of 2.7 million
ounces of gold and 110.8 million ounces of silver, or 4.1
million ounces of gold equivalent."
Homestake Mining Company is an international gold mining company with
substantial operations in the United States, Canada and Australia.
Homestake also has active exploration programs in the Andes, Venezuela,
French Guiana, Brazil and elsewhere in Latin America, and development
and/or evaluation projects in Chile, Russia and Bulgaria.
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 the Company's filing with the
Securities and Exchange Commission.
<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
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.
<PAGE>
Michael L. Carroll
Homestake Mining Company 650 California Street
San Francisco, CA 94108-2788
Director of Taxes and Assistant Secretary,
Homestake Mining Company.
Robert H. Clark, Jr.
529 Fifth Avenue Suite 1600 New York, NY 10017
Director, Homestake Mining Company; President and Chief
Executive Officer, Case, Pomeroy & Company, Inc.
Harry M. Conger
Homestake Mining Company
650 California Street San Francisco, CA 94108-2788
Director and Chairman of the Board,Homestake Mining Company.
G. Robert Durham
943 Seddon Cove Way
Tampa, FL 33602
Director, Homestake Mining Company; Former Chairman and
Chief Executive Officer of Walters Industries, Inc. and Former
Chairman and President of Phelps Dodge Corporation.
Gene G. Elam
Homestake Mining Company
650 California Street San Francisco, CA 94108-2788
Vice President, Finance and Chief Financial Officer,
Homestake Mining Company.
Douglas W. Fuerstenau
University of California, Berkeley 477 Evans Hall No. 1760
Berkeley, CA 94720
Director, Homestake Mining Company; Professor in the Graduate
School, Department of Materials Science and
Mineral Engineering, University of California, Berkeley.
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.
<PAGE>
Henry G. Grundstedt
P.O. Box 105 Umpqua, OR 97486-0105
Director, Homestake Mining Company; Former Senior Vice
President, Capital Guardian Trust.
Fred Hewett
Homestake Mining Company
650 California Street San Francisco, CA 94108-2788
Assistant Controller, Homestake Mining Company.
William A. Humphrey
Homestake Mining Company
650 California StreetSan Francisco, CA 94108-2788
Director, Vice Chairman of the Board, Former President and
Chief Operating Officer, Homestake Mining Company.
Robert K. Jaedicke
Graduate School of Business
Stanford University
Stanford, CA 94305-5015
Director, Homestake Mining Company; Professor (Emeritus) of
Accounting Graduate School of Business, Stanford University.
Wayne Kirk
Homestake Mining Company
650 California Street San Francisco, CA 94108-2788
Vice President, General Counsel and Corporate Secretary,
Homestake Mining Company.
Gillyeard J. Leathley
Homestake Mining Company
650 California Street San Francisco, CA 94108-2788
Vice President, Operations, Homestake Mining Company.
William F. Lindqvist
Homestake Mining Company
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.
<PAGE>
Ronald D. Parker
1000-700 W. Pender Street
Vancouver, BC V6C 168 CANADA
Vice President, Canada, Homestake Mining Company.
David W. Peat
Homestake Mining Company
650 California Street San Francisco, CA 94108-2788
Vice President and Controller, Homestake Mining Company.
Stuart T. Peeler
Casa Codorniz
POB 35852
Tucson, AZ 85740
Director, Homestake Mining Company;
Petroleum Industry Consultant.
Carol A. Rae
13117 N. Creekview Road
Rapid City, SD 57702
Director, Homestake Mining Company;
Former President and Chief Executive Officer, Magnum Diamond
Corporation.
Berne A. Schepman
The Adair Company
1670 South Amphlett Blvd.
Suite 214 San Mateo, CA 94402
Director, Homestake Mining Company; President,The Adair
Company and Russian Technology Group.
Richard A. Tastula
9th Floor
2 Mill Street
Perth, WA 6000
Vice President, Australia, Homestake Mining Company.
Jack E. Thompson
Homestake Mining Company
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.
<PAGE>
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 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.
<PAGE>
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
Present Principal
Occupation or Employment
Robert A. Pilkington....................... Managing Director
Dillon, Read & Co. Inc.
535 Madison Avenue
New York, NY 10022
James C. Katzman............................ Vice President
Dillon, Read & Co. Inc.
535 Madisoin Avenue
New York, NY 10022
<PAGE>
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.
