<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)*
HOMESTAKE MINING COMPANY
------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
------------------------------------------------------------------------------
(Title of Class of Securities)
43761400
------------------------------------------------------------------------------
(CUSIP Number)
William S. Sterns, III, Esq.; WALTER, CONSTON, ALEXANDER & GREEN, P.C.
90 PARK AVENUE, NEW YORK, NY 10016, TEL. (212) 210-9400
------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 8, 1998
------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement. (A fee is not
required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13a-l(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 43761400 PAGE 2 OF 9 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
August von Finck
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS* N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
German
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 21,000,000
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING - 0 -
PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
21,000,000
------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,000,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.94%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 43761400 PAGE 3 OF 9 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
August-Francois von Finck
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS* PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
German
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 3,000,000
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING - 0 -
PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
3,000,000
------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.42%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 43761400 PAGE 4 OF 9 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Maria-Theresia von Finck
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS* PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
German
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 3,000,000
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING - 0 -
PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
3,000,000
------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.42%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 43761400 PAGE 5 OF 9 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Luitpold-Ferdinand von Finck
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS* PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
German
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 3,000,000
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING - 0 -
PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
3,000,000
------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.42%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
Page 6 of 9 Pages
Schedule 13D
AMENDMENT No. 8
This Amendment No. 8 to Schedule 13D relating to the common stock, par
value $.01 per share (the "Common Stock"), of Homestake Mining Company (the
"Issuer") is being filed on behalf of August von Finck pursuant to Section
13(d)(2) of the Act to amend the Schedule 13D originally filed on March 9, 1998,
amended on April 23, 1998, May 20, 1998, May 27, 1998, July 15, 1998, August 4,
1998, August 13, 1998 and September 25, 1998, and on behalf of August-Francois
von Finck, Luitpold-Ferdinand von Finck and Maria-Theresia von Finck. Unless
otherwise indicated, all capitalized terms used herein but not defined herein
shall have the same meaning as set forth on the original Schedule 13D.
Item 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended and restated in its entirety to read
as follows:
(a) The names of the persons filing this Amendment No. 8 to
the Schedule 13D are August von Finck, August-Francois von
Finck, Luitpold-Ferdinand von Finck and Maria-Theresia von
Finck (each, a "Reporting Person" and, collectively, the
"Reprting Persons").
(b) The business addresses of the Reporting Persons are
Pacellistrasse 4, 80333 Munich, Germany.
(c) The principal occupation or employment of the Reporting
Persons are private businessman (Mr. August von Finck) and
trainees (Messrs. August-Francois von Finck,
Luitpold-Ferdinand von Finck and Ms.
Maria-Theresia von Finck).
(d) During the last five (5) years, the Reporting Persons have
not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five (5) years, the Reporting Persons have
not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which any Reporting Person was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
(f) The citizenship of each Reporting Person is German.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended as follows:
The acquisitions of December 4, 1998 described in item 5
hereof were funded through personal funds.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and restated in its entirety to read
as follows:
Each Reporting Person has acquired the shares of Common Stock
owned by him for investment purposes and has no present plans
or proposals which relate to or would result in any of the
matters or events
<PAGE> 7
Page 7 of 9 Pages
referred to in clauses (a) - (i) of Item 4 of Schedule 13D,
except as follows:
Each Reporting Person may dispose of all or some of the shares
of Common Stock, or may acquire additional shares of Common
Stock, from time to time, depending upon price and market
conditions, the evaluation of alternative investments, and
other factors.
A nominee of Mr. August von Finck, Mr. Gerhard Ammann, has
been elected to the Board of Directors of the Issuer effective
September 25, 1998. Mr. August von Finck and the Issuer are
currently in negotiations concerning an agreement pursuant to
which, inter alia, (a) the Issuer would permit Mr. August von
Finck and members of his family, subject to certain
conditions, to acquire, jointly or severally, more than 15% of
the issued and outstanding shares of Common Stock without
triggering the provisions of that certain Rights Agreement
dated as of October 16, 1987 and amended as of October 15,
1997, between the Issuer and BankBoston N.A. (the "Rights
Agreement"), including, without limitation, the "flip-in" of
Rights (as defined in the Rights Agreement) and the Issuer's
ability to redeem the Rights, even though the 15% ownership
threshold has been exceeded, in the aggregate, by the
Reporting Persons, and (b) a second nominee of Mr. August von
Finck would become a director of the Issuer.
Mr. Ammann, a chartered accountant, is a Partner with Deloitte
and Touche Experta Ltd. in Zurich, Switzerland.
Mr. August von Finck submitted a Hart-Scott-Rodino
notification and report to the Federal Trade Commission and
the Department of Justice to seek permission to acquire up to
24.99%, in the aggregate, of the shares of Common Stock and,
on June 29, 1998, was notified that an early termination was
granted.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety to read
as follows:
On December 4, 1998, Mr. August von Fink sold 3,000,000
shares of Common Stock in three separate private transactions
at a price of $10.0625 per share of Common Stock aggregate
9,000,000 shares, to (1) Mr. August-Francois von Finck,
(2) Mr. Luitpold-Ferdinand von Finck and (3)
Ms. Maria-Theresia von Finck (collectively, the
"Transferees"). See also Exhibit A. The Transferees are
adult children of Mr. August von Finck.
As of December 4, 1998, the Reporting Persons had an interest
in the shares of Common Stock of the Issuer as follows:
Mr. August von Finck
No. of shares of Common Stock: 21,000,000
Voting Power: Sole
Disposition Power: Sole
Aggregate Percentage Beneficially Owned: 9.94%*
Mr. August-Francois von Finck
No. of shares of Common Stock: 3,000,000
Voting Power: Sole
Disposition Power: Sole
<PAGE> 8
Page 8 of 9 Pages
Aggregate Percentage Beneficially Owned: 1.42%*
Mr. Luitpold-Ferdinand von Finck
No. of shares of Common Stock: 3,000,000
Voting Power: Sole
Disposition Power: Sole
Aggregate Percentage Beneficially Owned: 1.42%*
Ms. Maria-Theresia von Finck
No. of shares of Common Stock: 3,000,000
Voting Power: Sole
Disposition Power: Sole
Aggregate Percentage Beneficially Owned: 1.42%*
*Based upon 211,241,331 shares of Common Stock outstanding
as of December 4, 1998, as reported by Issuer's transfer
agent.
Each Reporting Person has the sole right to receive and the
power to direct the receipt of dividends from, and the
proceeds or the proceeds from the sale of, such Reporting
Person's shares of Common Stock.
The filing of this Amendment No. 8 to the Schedule 13D shall
be construed as neither an admission that, as of December 4,
1998, Mr. August von Finck is the beneficial owner of more
than 21,000,000 shares of Common Stock owned by him,
Mr. August-Francois von Finck is the beneficial owner of
more than the 3,000,000 shares of Common Stock owned by him,
Mr. Luitpold-Ferdinand von Finck is the owner of more than
the 3,000,000 shares of Common Stock owned by him and
Ms. Maria-Theresia von Finck is the beneficial owner of more
than the 3,000,000 shares of Common Stock, owned by her, nor
an admission that the Reporting Persons are members of a
"group" within the meaning of Section 13(d) of the Act.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Transferees are adult children of Mr. August von Finck.
The filing of this Amendment No. 8 to the Schedule 13D shall
be construed as neither an admission that, as of December 4,
1998, Mr. August von Finck is the beneficial owner of more
than the 21,000,000 shares of Common Stock owned by him,
Mr. August-Francois von Finck is the beneficial owner of
more than the 3,000,000 shares of Common Stock owned by him,
Mr. Luitpold-Ferdinand von Finck is the owner of more than
the 3,000,000 shares of Common Stock owned by him, and
Ms. Maria-Theresia von Finck is the beneficial owner of more
than the 3,000,000 shares of Common Stock owned by her, nor
an admission that the Reporting Persons are members of a
"group" within the meaning of Section 13(d) of the Act.
Item 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit A - Schedule of Purchases and Sales of Common Stock by
Mr. August von Finck.
Exhibit B - Power of Attorney, dated December 21, 1995 from
August-Francois von Finck, Luitpold-Ferdinand von Finck and
Maria-Theresia
<PAGE> 9
Page 9 of 9 Pages
von Finck et al. in favor of Messrs. Hubert Mennacher, Rainer
Nocon and Ernst Knut Stahl.
Exhibit C - (1) Stock Purchase Agreement, dated December __,
1998, by August von Finck, as seller, and August-Francois von
Finck, as purchaser; (2) Stock Purchase Agreement, dated
December __, 1998, by August von Finck, as seller, and
Luitpold-Ferdinand von Finck, as purchaser; and (3) Stock
Purchase Agreement, dated December __, 1998, by August von
Finck, as seller, and Maria-Theresia von Finck, as purchaser.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in the Statement
is true, correct and complete.
DATED: December 8, 1998 August von Finck
By: /s/ Ernst Knut Stahl
Ernst Knut Stahl, attorney in fact
By: /s/ Rainer Nocon
Rainer Nocon, attorney in fact
August-Francois von Finck
By: /s/ Ernst Knut Stahl
Ernst Knut Stahl, attorney in fact
By: /s/ Rainer Nocon
Rainer Nocon, attorney in fact
Luitpold-Ferdinand von Finck
By: /s/ Ernst Knut Stahl
Ernst Knut Stahl, attorney in fact
By: /s/ Rainer Nocon
Rainer Nocon, attorney in fact
Maria-Theresia von Finck
By: /s/ Ernst Knut Stahl
Ernst Knut Stahl, attorney in fact
By: /s/ Rainer Nocon
Rainer Nocon, attorney in fact
<PAGE> 1
EXHIBIT A
<TABLE>
<CAPTION>
Date Shares US$ Price per
Share
<S> <C> <C> <C>
1/12/98 489,200 3,834,161.48 7.84
1/13/98 328,000 2,641,013.36 8.05
1/14/98 330,000 2,805,320.10 8.50
1/15/98 114,800 975,370.65 8.50
1/20/98 10,000 90,313.65 9.03
1/21/98 620,000 5,676,195.67 9.16
1/22/98 420,000 3,864,142.56 9.20
1/23/98 30,000 269,054.70 8.97
1/26/98 1,220,000 11,779,458.80 9.66
1/27/98 572,000 5,482,047.35 9.58
1/28/98 164,000 1,591,681.43 9.71
1/29/98 1,343,000 13,202,015.86 9.83
1/30/98 424,000 4,130,493.55 9.74
2/2/98 30,000 292,764.00 9.76
2/3/98 208,000 1,956,679.42 9.41
2/4/98 559,000 5,559,394.75 9.95
2/6/98 100,000 1,002,277.80 10.02
2/11/98 350,000 3,486,332.50 9.96
2/27/98 832,000 8,284,540.16 9.96
3/2/98 315,100 3,143,885.04 9.98
3/3/98 1,214,100 12,111,388.10 9.98
3/4/98 350,800 3,506,901.37 10.00
3/5/98 486,100 4,839,964.53 9.96
3/11/98 111,000 1,099,662.57 9.91
3/18/98 1,050,000 9,695,028.00 9.23
3/19/98 300,000 2,773,224.00 9.24
4/22/98 1,000,000 12,546,440.00 12.55
4/23/98 1,020,500 13,125,034.40 12.86
4/24/98 74,700 974,732.27 13.05
4/27/98 100,000 1,199,655.00 12.00
</TABLE>
A-1
<PAGE> 2
EXHIBIT A (CONTINUED)
<TABLE>
<CAPTION>
Date Shares US$ Price per
Share
- ---------------------- ------------- ------------- -------------
<S> <C> <C> <C>
4/28/98 100,000 1,188,337.50 11.88
5/4/98 100,000 1,186,768.14 11.87
5/13/98 230,000 2,621,781.50 11.40
5/14/98 974,000 11,543,419.44 11.85
5/15/98 500,000 6,192,760.00 12.39
5/18/98 676,200 8,210,352.78 12.14
5/19/98 600,000 7,285,164.00 12.14
5/21/98 639,000 7,697,129.78 12.05
5/22/98 662,200 8,134,101.75 12.28
5/25/98 306,000 3,714,787.98 12.14
5/27/98 938,000 10,632,445.74 11.34
5/28/98 723,000 7,819,165.47 10.81
7/7/98 590,300 5,925,455.01 10.04
7/8/98 177,000 1,808,265.63 10.22
7/9/98 713,300 7,572,742.32 10.62
7/14/98 929,000 9,490,376.01 10.22
7/15/98 819,000 8,482,767.93 10.36
7/16/98 264,700 2,850,313.42 10.77
7/17/98 542,400 5,986,810.51 11.04
7/20/98 201,200 2,254,942.96 11.21
7/28/98 467,000 4,821,359.37 10.32
7/29/98 884,800 9,360,493.86 10.58
7/30/98 286,000 3,071,622.84 10.74
7/31/98 400,000 4,454,200.00 11.14
8/3/98 800,000 8,308,399.20 10.39
8/4/98 296,100 3,096,308.82 10.46
8/5/98 337,600 3,613,660.27 10.70
8/6/98 349,700 3,800,221.37 10.87
8/7/98 280,500 3,081,045.66 10.98
</TABLE>
A-2
<PAGE> 3
EXHIBIT A (CONTINUED)
<TABLE>
<CAPTION>
Date Shares US$ Price per
Share
- ---------------------- ------------- ------------- -------------
<S> <C> <C> <C>
8/11/98 234,200 2,507,548.95 10.71
8/12/98 500,000 5,502,618.80 11.01
8/13/98 312,500 3,413,469.56 10.92
12/3/98 (3,000,000) -30,660,000.00 10.06
12/3/98 (3,000,000) -30,660,000.00 10.06
12/3/98 (3,000,000) -30,660,000.00 10.06
Total 21,000,000 225,498,895.15 10.74
============== ============== ==============
</TABLE>
A-3
<PAGE> 1
POWER OF ATTORNEY
Mr. August von Finck,
born March 11, 1930,
and his wife, Mrs. Francine von Finck,
nee Le Tanneux von Saint-Paul,
born September 16, 1945,
address: [withheld]
and their children:
Mr. August-Francois von Finck,
born May 2, 1968,
address: [withheld]
Mr. Maximilian-Rudolf von Finck,
born May 29, 1969,
address:
Mr. Luitpold-Ferdinand von Finck,
born March 11, 1971,
address: [withheld]
Mrs. Maria-Theresia von Finck,
born April 9, 1975,
address: [withheld]
hereby grant
a) Dr. Hubert Mennacher
[address withheld]
b) Mr. Rainer Nocon,
[address withheld]
c) Mr. Ernst Knut Stahl,
[address withheld]
GENERAL POWER OF ATTORNEY
In the form that any two of the persons named above are authorized to act
jointly.
The attorneys-in-fact are authorized to perform for the principal all legal acts
for which an attorney-in-fact is legally permissible.
The attorneys-in-fact may not assign the power of attorney to a third person
unless in the scope of the handling and performance of closed legal acts.
<PAGE> 2
The attorneys-in-fact are not released from the restrictions of ss. 181 of the
German Civil Code (Burgerliches Gesetzbuch - BGB).
This power of attorney shall survive the death of the respective principal.
This power of attorney may be revoked at any time.
II
The principals are aware the power of attorney presupposes a special
confidential relationship with the attorneys-in-fact and that upon revocation
of the power of attorney, the power of attorney document must be reclaimed so
that the power of attorney is also terminated vis-a-vis persons acting in good
faith.
III
The cost of this document shall be borne by the principals.
Munich, December 21, 1995
Signed: Francine von Finck
August-Francois von Finck
Luitpold-Ferdinand von Finck
Maria Theresia von Finck
<PAGE> 1
Exhibit C
Translation from German
Purchase Agreement
between
August von Finck
- referred to below as Seller-
and
August Francois von Finck,
- referred to below as Buyer -
--
Art. 1 Scope of Agreement
(1) The Seller is among other things owner of 3.000.000 shares of Homestake
Mining Co. DL 1 (WKN 851329) kept in the deposit for the Seller at the
[name withheld] bank, Munich.
(2) The Seller herewith transfers these shares to the Buyer.
Art. 2 Purchase Price
(1) The sale is effective as of December 4, 1998. The purchase price of the
shares amounts at an exchange rate of US-$ 10.0625 (US-$ exchange rate
1.6730) (= DM 16.83) per share to a total of
DM 50,490,000.00
(in letters:
Fifty Million and Four Hundred and Ninety Thousand German Marks)
(2) The purchase price is due on December 4, 1998.
Art. 3 Right to Dividends
The Buyer is entitled to dividends distributed with respect to the sold shares
from this day on.
<PAGE> 2
Art. 4 Warranty
The Seller guarantees that the sold shares are unencumbered with rights of third
parties. Any further warranty of the Seller is precluded.
Art. 5 Administrative Provisions
(1) Buyer and Seller hereby agree that ownership in the sold shares, any
certificates of profit participation and, any certificates of renewal
is transferred to the Buyer effective as of the date hereof.
(2) The Seller hereby assigns his claim against Bayerische Landesbank to
surrender the sold shares, any certificates of profit participation and
any certificates of renewal to the Buyer.
Buyer herewith accepts the assignment.
(3) The shares shall be credited to Buyer's deposit account number
[withheld] at the [name withheld] bank, Munich.
Munich, December 4, 1998
/s/ August von Finck
- --------------------
August von Finck
/s/ *
- -----------------------------
August Francois von Finck
* Signed by Messrs. Ernst Knut Stahl and Rainer Nocon
<PAGE> 3
Purchase Agreement
between
August von Finck
- referred to below as Seller-
and
Luitpold Ferdinand von Finck,
- referred to below as Buyer -
--
Art. 1 Scope of Agreement
(4) The Seller is among other things owner of 3.000.000 shares of Homestake
Mining Co. DL 1 (WKN 851329) kept in the deposit for the Seller at the
[name withheld] bank, Munich.
(5) The Seller herewith transfers these shares to the Buyer.
Art. 2 Purchase Price
(1) The sale is effective as of December 4, 1998. The purchase price of the
shares amounts at an exchange rate of US-$ 10.0625 (US-$ exchange rate
1.6730) (= DM 16.83) per share to a total of
DM 50,490,000.00
(in letters:
Fifty Million and Four Hundred and Ninety Thousand German Marks)
(2) The purchase price is due on December 4, 1998.
Art. 3 Right to Dividends
The Buyer is entitled to dividends distributed with respect to the sold shares
from this day on.
<PAGE> 4
Art. 4 Warranty
The Seller guarantees that the sold shares are unencumbered with rights of third
parties. Any further warranty of the Seller is precluded.
Art. 5 Administrative Provisions
(1) Buyer and Seller hereby agree that ownership in the sold shares, any
certificates of profit participation and, any certificates of renewal
is transferred to the Buyer effective as of the date hereof.
(2) The Seller hereby assigns his claim against Bayerische Landesbank to
surrender the sold shares, any certificates of profit participation and
any certificates of renewal to the Buyer.
Buyer herewith accepts the assignment.
(3) The shares shall be credited to Buyer's deposit account number
[withheld] at the [name withheld] bank, Munich.
Munich, December 4, 1998
/s/ August von Finck
- --------------------
August von Finck
/s/ Luitpold Ferdinand von Finck
- --------------------------------
Luitpold Ferdinand von Finck
<PAGE> 5
Purchase Agreement
between
August von Finck
- referred to below as Seller-
and
Maria Theresia von Finck,
- referred to below as Buyer -
--
Art. 1 Scope of Agreement
(4) The Seller is among other things owner of 3.000.000 shares of Homestake
Mining Co. DL 1 (WKN 851329) kept in the deposit for the Seller at the
[name withheld] bank, Munich.
(5) The Seller herewith transfers these shares to the Buyer.
Art. 2 Purchase Price
(1) The sale is effective as of December 4, 1998. The purchase price of the
shares amounts at an exchange rate of US-$ 10.0625 (US-$ exchange rate
1.6730) (= DM 16.83) per share to a total of
DM 50,490,000.00
(in letters:
Fifty Million and Four Hundred and Ninety Thousand German Marks)
(2) The purchase price is due on December 4, 1998.
Art. 3 Right to Dividends
The Buyer is entitled to dividends distributed with respect to the sold shares
from this day on.
<PAGE> 6
Art. 4 Warranty
The Seller guarantees that the sold shares are unencumbered with rights of third
parties. Any further warranty of the Seller is precluded.
Art. 5 Administrative Provisions
(1) Buyer and Seller hereby agree that ownership in the sold shares, any
certificates of profit participation and, any certificates of renewal
is transferred to the Buyer effective as of the date hereof.
(2) The Seller hereby assigns his claim against Bayerische Landesbank to
surrender the sold shares, any certificates of profit participation and
any certificates of renewal to the Buyer.
Buyer herewith accepts the assignment.
(3) The shares shall be credited to Buyer's deposit account number
[withheld] at the [name withheld] bank, Munich.
Munich, December 4, 1998
/s/ August von Finck
- --------------------
August von Finck
/s/ *
- --------------------------
Maria Theresia von Finck
* Signed by Messrs. Ernst Knut Stahl and Rainer Nocon
