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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HOMESTAKE MINING COMPANY
(Exact name of Registrant as specified in its charter)
DELAWARE 94-2934609
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
650 California Street
San Francisco, California 94108-2788
(Address, including zip code, of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Rights to Purchase New York Stock Exchange
Series A Participating Cumulative
Preferred Stock
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General Instruction
A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the effectiveness
of a concurrent registration statement under the Securities Act of 1933
pursuant to General Instruction A.(c)(2), please check the following box.
[ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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<PAGE>
Item 1. Description of Securities to be Registered.
Homestake Mining Company (the "Company") has amended certain
terms of the Rights Agreement dated as of October 16, 1987, as amended as
of October 15, 1997, and as of December 3, 1998, between the Company and
BankBoston N.A., as successor Rights Agent (as amended, the "Homestake
Rights Agreement"). These amendments, which took effect as of February 26,
1999, were made at the request of the Rights Agent and make certain changes
in definitions and other provisions that relate to the rights and
obligations of the Rights Agent.
The amendment to the Homestake Rights Agreement is attached
hereto as Exhibit 7, which is incorporated herein by reference. The
foregoing description of the amendments does not purport to be complete and
is qualified in its entirety by reference to that Exhibit.
Item 2. Exhibits.
Item 2 is amended by adding thereto the following:
7. Amendment No. 3 dated as of February 26, 1999, to the Rights
Agreement dated as of October 16, 1987, as amended, between
Homestake Mining Company and BankBoston N.A., as successor
to Bank of America National Trust and Savings Association,
as Rights Agent.
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2
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
HOMESTAKE MINING COMPANY,
by
/s/ WAYNE KIRK
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Date: April 8, 1999 Name: Wayne Kirk
Title: Vice President,
General Counsel
and Corporate Secretary
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3
INDEX OF EXHIBITS
Page Number
in
Sequentially
Exhibit Numbered
Number Title Statement
- ------- ----- -----------
7. Amendment No. 3 dated as of February 26, 1999, to the
Rights Agreement dated as of October 16, 1987, as
amended, between Homestake Mining Company and
BankBoston N.A., as successor to Bank of America
National Trust and Savings Association, as Rights
Agent.
<PAGE>
EXECUTION COPY
AMENDMENT NO. 3, dated as of February 26, 1999, to the
Rights Agreement dated as of October 16, 1987, and amended
as of October 15, 1997, and December 3, 1998 (as amended,
the "Rights Agreement"), between HOMESTAKE MINING COMPANY, a
Delaware corporation (the "Company"), and BANKBOSTON N.A., a
national banking association, as successor to BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national
banking corporation, as Rights Agent (the "Rights Agent").
WHEREAS the Rights Agent has requested certain modifications to
the Rights Agreement; and
WHEREAS pursuant to Section 26 of the Rights Agreement the Board
of Directors of the Company has determined that an amendment to the Rights
Agreement as set forth herein is necessary and desirable to reflect the
foregoing and the Company and the Rights Agent desire to evidence such
amendment in writing.
NOW, THEREFORE, in consideration of the mutual agreements
contained herein and other good and valuable consideration, the sufficiency
and receipt of which are hereby acknowledged, the Company and the Rights
Agent agree as follows:
ARTICLE I
Amendments to the Rights Agreement
SECTION 1.01. Section 1 of the Rights Agreement is hereby
amended, effective as of the date of this Amendment, by deleting the
definition of "Close of Business" in its entirety and by replacing it with
the following:
""Close of Business" on any given date shall mean 5:00 p.m.,
Eastern time, on such date; provided, however, that if such date is not a
Business Day, "Close of Business" shall mean 5:00 p.m., Eastern time, on
the next succeeding Business Day."
SECTION 1.02. Section 2 of the Rights Agreement is hereby
amended, effective as of the date of this Amendment, by deleting the text
of Section 2 in its entirety and by replacing it with the following:
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2
"SECTION 2. Appointment of Rights Agent. The Company hereby
appoints the Rights Agent to act as agent for the Company in accordance
with the terms and conditions hereof, and the Rights Agent hereby accepts
such appointment. The Company may from time to time appoint one or more
co-Rights Agents as it may deem necessary or desirable, upon ten (10) days'
prior written notice to the Rights Agent. The Rights Agent shall have no
duty to supervise, and shall in no event be liable for, the acts or
omissions of any such co-Rights Agent (the term "Rights Agent" being used
herein to refer, collectively, to the Rights Agent together with any such
co-Rights Agents). In the event the Company appoints one or more co-Rights
Agents, the respective duties of the Rights Agent and any co-Rights Agents
shall be as the Company shall determine."
SECTION 1.03. Section 19 of the Rights Agreement is hereby
amended, effective as of the date of this Amendment, by adding a new
subsection (b) as follows and amending current subsection (b) to be
subsection (c):
"(b) The Company also agrees to indemnify the Rights Agent for,
and to hold it harmless against, any loss, liability or expense, incurred
without gross negligence, bad faith or willful misconduct on the part of
the Rights Agent, for anything done or omitted by the Rights Agent in
connection with the acceptance and administration of this Agreement,
including the costs and expenses of defending against any claim of
liability in the premises."
SECTION 1.04. Section 21 of the Rights Agreement is hereby
amended, effective as of the date of this Amendment, by adding in
subsection (c) the word "gross" before the word "negligence".
SECTION 1.05. Section 25 of the Rights Agreement is hereby
amended, effective as of the date of this Amendment, by deleting the
address of the Rights Agent for notices and replacing it with the
following:
BankBoston N.A.
c/o EquiServe Limited Partnership
150 Royall Street
Canton, MA 02021
Attn: Client Administration
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3
ARTICLE II
Miscellaneous
SECTION 2.01. Except to the extent amended by or inconsistent
with this Amendment No. 3, the Company and the Rights Agent hereby ratify
and reconfirm the Rights Agreement in its entirety.
SECTION 2.02. This Amendment No. 3 may be executed in any number
of counterparts, each of which so executed shall be an original, but all
such counterparts shall together constitute but one and the same
instrument.
SECTION 2.03. THIS AMENDMENT NO. 3 SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER THE LAW OF THE STATE OF DELAWARE AND FOR ALL PURPOSES
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF SUCH STATE
APPLICABLE TO CONTRACTS TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH
STATE, PROVIDED, HOWEVER, THAT THE RIGHTS AND OBLIGATIONS OF THE RIGHTS
AGENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 3 to be duly executed as of the day and year first above written.
HOMESTAKE MINING COMPANY,
by
/s/ Wayne Kirk
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Name: Wayne Kirk
Title: Vice President
BANKBOSTON N.A.,
as Rights Agent,
by
/s/ B. Puschendorf
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Name: Britta Puschendorf
Title: Senior Account
Manager
