UNITED STATES
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
Date of Report (Date of earliest event reported): May 7, 1998 (April 30, 1998)
HOMESTAKE MINING COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 1-8736 94-2934609
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation)
650 California Street, San Francisco, California 94108-2788
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 981-8150
http://www.homestake.com
<PAGE>
Item 2. Acquisition of Plutonic Resources Limited
On April 30, 1998 Homestake consummated the acquisition of Plutonic, a
publicly traded Australian gold producer, by an exchange of common
stock for common stock. Shareholders of both companies approved the
combination at separate meetings held in Sydney, Australia and San
Francisco on April 29, 1998. As a result of the acquisition, Homestake
is now the second largest gold producer in Australia. Total
consideration for the acquisition was 64.4 million Homestake common
shares, including 63.9 million shares in exchange for all Plutonic
common shares outstanding based on an exchange ratio of .34 Homestake
common shares for each fully-paid Plutonic common share, and .5 million
Homestake common shares for the Plutonic partly paid shares and options
outstanding. The business combination with Plutonic has been accounted
for as a pooling of interests.
A copy of the Registrant's April 30, 1998 news release is attached as
Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
7(c) Exhibits
99.1 News Release, dated April 30, 1998 announcing that the Registrant
had completed the acquisition of Plutonic Resources Limited.
SIGNATURE
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 thereunto duly authorized.
Dated: May 11, 1998
HOMESTAKE MINING COMPANY
(Registrant)
By /s/ David W. Peat
------------------
David W. Peat
Vice President and Controller
Exhibit 99.1
News Release
Contact:
Michael A. Steeves
Director, Investor Relations
415-983-8169
HOMESTAKE COMPLETES ACQUISITION OF PLUTONIC RESOURCES
San Francisco, CA, April 30, 1998 -- Homestake Mining Company (NYSE:HM)
announced today that it has completed the acquisition of Plutonic Resources
Limited, the third largest gold producer in Australia. Shareholders of both
companies approved the combination at separate meetings held in Sydney,
Australia and San Francisco on April 29, 1998. The Supreme Court of New South
Wales in Australia gave final approval of the transaction on April 30, 1998.
Homestake will issue approximately 64.4 million shares to the Plutonic
securities holders, worth approximately $770 million at the NYSE closing price
on April 29, 1998. Holders of Plutonic fully paid ordinary shares will receive
34 shares of Homestake for every 100 shares of Plutonic owned by them.
Certificates representing share ownership in Homestake plus a check for cash in
lieu of fractional shares are expected to be mailed on or about May 15, 1998 to
security holders on the Plutonic register on May 11, 1998.
As a result of the acquisition, Homestake is now the second largest gold
producer in Australia. The Company will utilize its proven underground mining
expertise to expedite development and mining of the large Plutonic and Centenary
gold deposits in Western Australia. In addition, it plans to accelerate
exploration on the high quality portfolio of exploration properties acquired
with Plutonic. These properties include a very large land position in one of the
most prospective areas for discovering gold in the world. Over 30 million ounces
of gold have been found in Western Australia in recent years. Homestake is
confident that over the next few years it will be able to add a significant
number of ounces to existing gold reserves, which support the Company's expanded
Australian operations.
Homestake Mining Company is an international gold mining company with
substantial operations and exploration in the United States, Australia and
Canada. The Company also has a number of quality exploration and development
projects in Latin America and Eastern Europe. Homestake has received numerous
industry environmental and safety awards for its responsible environmental,
health and safety record.
Certain statements contained in this press release that are not statements of
historical facts are "forward looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements are based on
beliefs of management, as well as assumptions made by and information currently
available to management. Forward-looking statements include those preceded by
the words "believe," "estimate," "expect," "intend," "will," and similar
expressions, and include reserve estimates of future production, costs per
ounce, commencement of operations and cost savings. Forward-looking statements
are subject to risks, uncertainties and other factors that could cause actual
results to differ materially from expected results. Some important factors and
assumptions that could cause actual results to differ materially from expected
results are discussed below. Those listed are not exclusive. Historical
information with respect to Plutonic Resources Limited was provided by Plutonic.
Reserve estimation is an interpretive process based on drilling results and
past experience as well as estimates of ore characteristics and mining dilution,
prices, costs of mining and processing, capital expenditures and many other
factors. Actual quality and characteristics of ore deposits cannot be known
until ore is actually mined. Reserves change over time to reflect actual
experience. Grades of ore processed at any time also may vary from reserve
estimates due to geologic variations within areas mined. Production may vary
from estimates because of changes in reserves, variation in ore mined from
estimated grade and metallurgical characteristics, unexpected ground conditions,
mining dilution, labor actions, and government restrictions. Cash costs may vary
due to changes from reserve and production estimates, unexpected mining
conditions, and changes in estimated costs of equipment, supplies, utilities,
labor costs and exchange rates.
