<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 1999
HOMESTAKE 401(k)
RETIREMENT SAVINGS PLAN
(Full title of Plan)
HOMESTAKE MINING COMPANY
(Issuer of Securities Held Pursuant to the Plan)
1600 Riviera Avenue, Suite 200
Walnut Creek, CA 94596-3568
(Address of principal executive offices)
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Trustees (or other persons who administer the Plan) have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
HOMESTAKE 401(k) RETIREMENT SAVINGS PLAN
By /s/ T.H. Wong
----------------------------
T.H. Wong
Assistant Treasurer and
Assistant Secretary
June 26, 2000
<PAGE>
Item 1. Financial Statements and Exhibits
a. Financial Statements for the years ended December 31, 1999 and 1998
and Supplemental Schedule as of and for the year ended December 31,
1999 and Independent Accountants' Report.
b. Exhibit No. 23
Independent Accountants' Consent
<PAGE>
Homestake 401(k) Retirement Savings Plan
Table of Contents
________________
Pages
Financial Statements:
Report of Independent Accountants 2
Statements of Net Assets Available for Benefits
as of December 31, 1999 and 1998 3
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 1999 4
Notes to Financial Statements 5-11
Supplemental Schedule:
Schedule of Assets Held for Investment Purposes at December 31, 1999 12
<PAGE>
Report of Independent Accountants
Homestake Mining Company
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Homestake 401(k) Retirement Savings Plan (the "Plan") at December 31,
1999 and December 31, 1998, and the changes in net assets available for benefits
for the year ended December 31, 1999, in conformity with accounting principles
generally accepted in the United States. These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States, which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's
management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
------------------------------
PRICEWATERHOUSECOOPERS LLP
San Francisco, CA
June 9, 2000
<PAGE>
Homestake 401(k) Retirement Savings Plan
Statements of Net Assets Available for Benefits
As of December 31, 1999 and 1998
(in thousands)
------------
Assets 1999 1998
Investments:
Common/Collective Trusts $ 3,390 $ 3,241
Mutual Funds 7,009 6,725
-------- --------
10,399 9,966
-------- --------
Participant loans 431 458
-------- --------
Total assets 10,830 10,424
-------- --------
Net assets available for benefits $ 10,830 $ 10,424
======== ========
The accompanying notes are an integral part of these financial statements.
<PAGE>
Homestake 401(k) Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 1999
(in thousands)
------------
Additions to net assets attributed to:
Interest and dividends $ 334
Net appreciation in fair value of investments 109
--------
443
--------
Contributions:
Company, in cash 310
Participants, in cash 951
--------
1,261
--------
Total additions 1,704
--------
Deductions from net assets attributed to:
Benefits paid to participants 1,298
--------
Total deductions 1,298
--------
Net increase 406
Net assets available for benefits:
Beginning of year 10,424
--------
End of year $ 10,830
========
The accompanying notes are an integral part of these financial statements.
<PAGE>
Homestake 401(k) Retirement Savings Plan
Notes to Financial Statements
____________
1. Description of Plan
The following description of the Homestake 401(k) Retirement Savings Plan
(the Plan) provides only general information. Participants should refer to
the full Plan document for a more complete description of the Plan's
provisions.
General
The Plan is a defined contribution profit sharing plan (designed to be
qualified under Internal Revenue Code Sections 401(a) and 401(k)) covering
all employees of the Company's mining operations in Lead, South Dakota who
are covered by a collective bargaining agreement and have completed three
months of service. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA), as amended.
The Plan is administered by the Company. On January 5, 1999, Charles
Schwab Retirement Plan Services, Inc. replaced Norwest Bank Minnesota, N.A.
("Norwest Bank") as the Plan's recordkeeper and investment advisor. In
addition, Charles Schwab Trust Company replaced Norwest as Trustee. Each
Plan participant's account balances were transferred to the new Trustee and
invested in equivalent-risk investments with the new investment advisor.
Contributions
Participation is voluntary. Participants may make pre-tax contributions
only of between 1% and 16% of compensation subject to Internal Revenue Code
limitations.
Following the May 31, 1998 ratification of a new collective bargaining
agreement, the Company's matching contribution increased from 35% to 50% of
a participant's contributions, not exceeding 6% of wages or of salary,
effective January 1, 1999.
Participants may make a rollover contribution to the Plan of amounts
previously contributed to another qualified plan. Rollover contributions
are not matched by the Company.
Each participant may cause some or all of its current or cumulative
contributions, including any amounts contributed by the Company to match
contributions, to be invested in one or more of the investments made
available through the Plan.
Participants' Accounts
A separate account is maintained for each participant. Each participant's
account is directly credited with the participant's contribution and the
Company's matching contribution. Net earnings from each investment fund,
including appreciation in fair value, are allocated to each participant's
account based on the ratio which the participant's account balance in that
investment fund bears to the total of all participants' account balances in
that investment fund.
<PAGE>
Homestake 401(k) Retirement Savings Plan
Notes to Financial Statements
____________
Vesting
Participant contributions and any income (loss) thereon are fully vested at
all times. Company matching contributions and any income (loss) thereon are
vested 60% after three years of service, 80% after four years of service,
and 100% after five years of service, on attainment of age 65, or on the
occurrence of death or disability.
Payment of Benefits
The Plan permits withdrawal of contributions upon:
(1) Termination of employment;
(2) Attainment of age 59 1/2;
(3) Death (with vested account balance paid to designated beneficiary);
(4) Hardship.
Distribution of benefits can be made, at the election of the participant in
the form of a single lump-sum cash payment or partial payment made in a
lump-sum with the remainder paid later.
Participant Loans
Participants may borrow from their vested accounts between $1,000 and
$50,000 but not more than 50% of the value of such accounts. The loan term
cannot exceed five years unless the loan is for the purchase of a
principal residence, in which case, it cannot exceed ten years. These
loans bear interest at prime rate plus 1%. Loans are collateralized by the
borrower's vested account in the Plan and repayments are made through
payroll deductions on at least a monthly basis.
Forfeitures
Forfeitures of Company matching contributions made on behalf of former
employees whose employment was terminated before such contributions were
vested are allocated to active participants at the end of each Plan year.
The forfeitures are allocated in proportion to the Company contributions
made to the individual participant accounts during the Plan year.
2. Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared under the accrual basis
of accounting in accordance with generally accepted accounting principles.
<PAGE>
Homestake 401(k) Retirement Savings Plan
Notes to Financial Statements
____________
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of net assets available for
benefits at the date of the financial statements and the reported amounts
of changes in net assets available for benefits during the reporting
period. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
Shares and units in investment funds are valued at quoted market prices,
representing the net asset value of the shares or units held by the Plan at
year end.
Participant loans are valued at cost, which approximates market value.
Purchases and sales of securities are recorded on a trade-date basis,
utilizing the average cost method in determining the basis of investments
sold. Interest income is recorded on the accrual basis. Dividends are
recorded on the ex-dividend date.
Withdrawals
Withdrawals of securities from the Homestake Mining Company Common Stock
Fund may be made in cash, common stock, or both, and are reported at market
value. Withdrawals from all other funds, including the Personal Choice
Retirement Account (PCRA), are made in cash.
Net Appreciation (Depreciation) in Fair Value of Investments
The Plan presents in the statement of changes in net assets available for
benefits the net appreciation (depreciation) in the fair value of its
investments, which consists of realized gains (losses) and the unrealized
appreciation (depreciation).
3. Risks and Uncertainties
Plan assets are invested in collective trust and mutual funds, and other
investment securities. Investments are exposed to various risks, such as
interest rate, market and credit. Due to the level of risk associated with
certain investments and the level of uncertainty related to changes in the
value of such investments, it is possible that changes in the value of one
or more of such investments in the near term could materially affect
participants' account balances, the amounts reported in the statements of
net assets available for Plan benefits, and the statement of changes in net
assets available for Plan benefits.
A portion of the Plan's assets is invested in the Homestake Mining Company
Common Stock Fund and is, therefore, subject to fluctuations in the market
value of such stock, which is, in turn, impacted by the price of gold.
<PAGE>
Homestake 401(k) Retirement Savings Plan
Notes to Financial Statements
----------
4. Plan Termination
Although the Company has not expressed any intent to do so, it has the
right under the Plan and subject to applicable law, to discontinue its
matching contributions at any time and to terminate the Plan. In the event
of Plan termination, all accumulated plan benefits will be fully vested and
will be distributed to participants based on their respective account
balances.
5. Plan Tax Status
The Plan obtained its latest determination letter in July 1991, in which
the Internal Revenue Service stated that the Plan, as then designed, was in
compliance with Sections 401(a) and 401(k) of the Internal Revenue Code.
The Plan has been amended since receiving the determination letter;
however, the Plan administrator and the Plan's tax counsel are not aware of
circumstances creating a material risk of Plan disqualification. Therefore,
no provision for income taxes has been included in the Plan's financial
statements.
Participants are not subject to federal income taxes on their pre-tax
contributions, Company matching contributions, or investment earnings
allocated to their accounts until withdrawals are made.
6. Related Party Transactions
Certain Plan investments are units in investment funds managed by the
Trustee. Therefore, these transactions are transactions with parties-in-
interest.
7. Administrative Expenses
Certain administrative expenses of the Plan are paid for by the Company.
<PAGE>
Homestake 401(k) Retirement Savings Plan
Notes to Financial Statements
----------
8. Investments
Investments at December 31, 1999 and 1998 are comprised of the following:
<TABLE>
<CAPTION>
Value Fair
Number of Per Value
Units Unit (in thousands)
-------------- ------------- -----------------
<S> <C> <C> <C>
1999
Common/Collective Trusts at fair value:
* Schwab Stable Value Select 223,908 $ 12.16 $ 2,723
* Homestake Mining Company Stock Fund 77,555 8.60 667
-----------------
3,390
-----------------
Mutual Funds at fair value:
Schwab MarketTrack Balanced Fund 4,236 15.46 65
Schwab MarketTrack Conservative Fund 2,788 13.12 37
Schwab MarketTrack Growth Fund 4,744 17.53 83
* Schwab S&P 500 Select Fund 98,604 22.65 2,233
* Invesco Total Return Fund 76,667 28.96 2,220
Safeco Growth Fund 3,013 23.30 70
* Scudder Growth & Income 80,494 26.69 2,148
Templeton Institutional Foreign Equity Fund 2,842 21.53 61
PIMCO Total Return Fund 9,298 9.90 92
-----------------
7,009
-----------------
Participant loans, at book value (which 431
approximates fair value) -----------------
$ 10,830
=================
</TABLE>
* Represents 5% or more of the net assets available for benefits.
<PAGE>
Homestake 401(k) Retirement Savings Plan
Notes to Financial Statements
----------
<TABLE>
<CAPTION>
Number of Value Fair
Shares or Per Value
Units held Share (in thousands)
-------------- ----------- ----------------
<S> <C> <C> <C>
1998
Common/Collective Trusts at fair value:
Homestake Mining Company Stock Fund 44,922 $ 9.12 $ 410
* Norwest Stable Return Fund 80,921 26.74 2,164
* Norwest Short Term Investment Fund 667,404 1.00 667
----------------
3,241
Mutual Funds at fair value:
* Norwest Advantage Income Equity Fund 62,530 42.87 2,681
* Norwest Advantage Growth Balance Fund 89,794 29.84 2,680
* Norwest Advantage Growth Equity Fund 38,793 35.15 1,364
----------------
6,725
----------------
Participant loans, at book value (which
approximates fair value) 458
----------------
$ 10,424
================
</TABLE>
* Represents 5% or more of the net assets available for benefits.
All earnings on the investment funds are reinvested in and credited to each
fund daily. These earnings include interest, dividends, and net
appreciation (depreciation) in fair value.
The Invesco Total Return Fund seeks reasonably consistent total returns
over a variety of market cycles by investing in a combination of equity
securities and fixed income securities. This fund replaced the Norwest
Advantage Growth Balanced Fund on January 5, 1999.
The Schwab MarketTrack group of funds are hybrid funds that invest in
stocks, bonds and cash. The Schwab MarketTrack Conservative Fund seeks
income and more growth potential than an all bond fund. The Schwab
MarketTrack Balanced Fund seeks to provide maximum total return including
both capital growth and income. The Schwab MarketTrack Growth Fund seeks
high capital growth with less volatility than an all stock portfolio.
The Homestake Mining Company Stock Fund invests in shares of Homestake
Mining Company.
The Safeco Growth Fund seeks long-term capital growth. The fund normally
invests in common stocks of smaller size companies but may also invest in
stocks of companies of all sizes.
The Scudder Growth & Income Fund seeks long-term capital growth and current
income. The fund invests primarily in dividend-paying common stocks,
preferred stocks, and convertible securities with growth potential. This
fund replaced the Norwest Advantage Income Equity Fund on January 5, 1999.
<PAGE>
Homestake 401(k) Retirement Savings Plan
Notes to Financial Statements
----------
The Templeton Institutional Foreign Equity Fund seeks long-term capital
growth through a flexible policy of investing in stocks and debt
obligations of companies and governments outside the United States.
The Schwab S&P 500 Select Fund invests in substantially the same stocks in
the same percentage weightings as the Standard & Poor's 500 Composite Stock
Price Index seeking to approximate as closely as practicable the rate of
return of that index. This fund replaced the Norwest Advantage Growth
Equity Fund on January 5, 1999.
The PIMCO Total Return Institutional Fund is a broad market bond fund which
invests in a diversified portfolio of fixed income securities with varying
maturities.
The Schwab Stable Value Select Fund invests primarily in guaranteed
investment contracts, synthetic guaranteed investment contracts and U.S.
Treasury and agency securities. This fund replaced the Norwest Short-Term
Investment Fund and the Norwest Stable Return Fund on January 5, 1999.
The Personal Choice Retirement Account is a Schwab individual brokerage
account available under the Plan. This account allows participants to
select a broad range of stocks, bonds or mutual funds. However, certain
investments and securities are not permitted in the PCRA. Plan participants
may currently allocate up to 25% of their total account balance to the
PCRA.
9. Acceleration of Vesting Percentages
Homestake Mine
On January 27, 1998, the Homestake mine was restructured and the
employment of a number of Plan participants was terminated. Effective
January 27, 1998, the vesting percentages of all such Plan participants
whose employment was terminated and whose vesting percentages were less
than 100% were accelerated to 100% upon termination.
<PAGE>
Homestake 401(k) Retirement Savings Plan
Schedule of Assets Held for Investment Purposes
At December 31, 1999
-----------
<TABLE>
<CAPTION>
(b) Identity of (c) Description of Investment
Issuer, Borrower, (Including Maturity Date, (d) Current
Lessor, or Rates of Interest, Collateral, Value
(a) Similar Party Par or Maturity Value) (in thousands)
----- ----------------------------------------- -------------------------------------------- ---------------
<S> <C> <C> <C>
* Charles Schwab Investment Management Schwab Stable Value Select Fund
(223,908 units) $ 2,723
* Charles Schwab Investment Management Schwab MarketTrack Balanced
Fund (4,236 units) 65
* Charles Schwab Investment Management Schwab MarketTrack Conservative
Fund (2,788 units) 37
* Charles Schwab Investment Management Schwab MarketTrack Growth Fund
(4,744 units) 83
* Charles Schwab Investment Management Schwab S&P 500 Select Fund
(98,604 units) 2,233
* Charles Schwab Retirement Plan Services, Inc. Homestake Mining Company Stock
Fund (77,555 units) 667
Invesco Invesco Total Return Fund
(76,667 units) 2,220
Safeco Asset Management Safeco Growth Fund (3,013 units) 70
Scudder Kemper Investments Scudder Growth & Income Fund
(80,494 units) 2,148
Templeton Investment Counsel, Inc. Templeton Institutional Foreign Equity
Fund (2,842 units) 61
Pacific Investment Management Company PIMCO Total Return
Institutional Fund (9,298 units) 92
* Participant notes (Repayable over five years unless it is
for purchase of a principal residence which
is repayable over ten years. Rate during
1999 ranged from 8% to 10% 431
---------------
$ 10,830
===============
</TABLE>
* Represents party-in-interest to Plan
