<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
-------------------
-------------------
Commission File Number 0-12207
PEGASUS GOLD INC.
(Exact name of registrant as specified in its charter)
PROVINCE OF BRITISH COLUMBIA NONE
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
601 W. FIRST AVE., SUITE 1500, SPOKANE, WASHINGTON 99204
(Address of principal executive offices) (Zip Code)
(509)624-4653
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
COMMON SHARES WITHOUT PAR VALUE AMERICAN STOCK EXCHANGE
THE TORONTO STOCK EXCHANGE
MONTREAL EXCHANGE
-------------------
-------------------
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
-----
The aggregate market value of the voting stock held by non affiliates of the
registrant on February 29, 1996, based on the closing price of the shares on the
American Stock Exchange was approximately $646 million.
Common shares outstanding as of February 29, 1996, was 40,990,172.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's Proxy Statement and Information Circular for the 1995
Annual Meeting of Shareholders as filed with the Securities and Exchange
Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934
are incorporated by reference into Part III.
<PAGE>
PART IV
EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Financial Statements and Supplementary Data. Consolidated financial
statements of the Company and its subsidiaries are incorporated under
Item 8 of this Form 10-K.
(a)(2) No financial statement schedules are required
(a)(3) Exhibits
The Exhibit numbers in the following list correspond to the numbers assigned to
such exhibits in Item 601 of Regulation S-K. The exhibit numbers noted by an
asterisk (*) indicate exhibits actually filed with this Annual Report on Form
10-K. All other exhibits are incorporated by reference into this Annual Report
on Form 10-K.
3.1 Memorandum of Registrant as Amended May 31,
1985, and May 22, 1987, (incorporated by
reference to Exhibit 3.1 to the Registrant's
Registration Statement No. 33-14910).
3.2 Articles of Registrant as Amended May 31, 1985,
and May 22, 1987, (incorporated by reference to
Exhibit 3.2 to the Registrant's Registration
Statement No. 33-14910).
3.3 Amendment to the Company Memorandum dated
December 1, 1988, regarding terms and conditions
of preferred shares, Series 1 (incorporated by
reference to Exhibit 3.3 to the Registrant's
Form 10-K for the year ended December 31, 1988).
4.1 Amended and Restated Shareholder Protection
Rights Plan Agreement dated as of December 5,
1988, including Amendment No. 1 dated as of
February 5, 1989, between Pegasus Gold Inc. and
Central Guaranty Trust Company as Rights Agent
(incorporated by reference to Exhibit 4.1 to the
Registrant's Form 10-K for the year ended
December 31, 1988).
4.2 Amendment to the Shareholder Protection Rights
Plan Agreement dated December 28, 1990, between
Pegasus Gold Inc. and Central Guaranty Trust
Company as Rights Agent (incorporated by
reference to Exhibit 4.2 to the Registrant's
Form 10-K for the year ended December 31, 1990).
<PAGE>
4.3 Indenture dated as of April 15, 1995, between
Pegasus Gold Inc. And the Bank of New York
respecting U.S. $115,000,000 6.25% Convertible
Subordinated Notes Due 2002
10.1 Description of Employee Savings Plan of
Registrant Effective July 1, 1984, as amended
May 22, 1987, (incorporated by reference to
Exhibit 10.10 to the Registrant's Registration
Statement No. 33-00290).
10.2 Amended and Restated Employee Savings Plan of
Pegasus Gold Corporation as amended October 1,
1988, (incorporated by reference to Exhibit
10.25 of the Registrant's Form 10-K for the year
ended December 31, 1988).
10.3 1987 Incentive Stock Option Plan dated May 22,
1987, as amended June 16, 1989, and May 29,
1992, and April 27, 1995 (incorporated by
reference to Exhibit 10.0 to the Registrant's
Form 10-Q for the quarterly period ended March
31, 1995).
10.4 1989 Non-Employee Directors' Stock Option Plan,
dated June 16, 1989 (incorporated by reference
to Exhibit 10.22 of the Registrant's Form 10-K
for the year ended December 31, 1989).
10.5 Employment Agreement dated January 29, 1993,
between Allan M. Park, Pegasus Gold Inc. and
Pegasus Gold Corporation (incorporated by
reference to Exhibit 10.8 to the Registrant's
Form 10-K for the year ended December 31, 1992).
10.6 Employment Agreement dated January 29, 1993,
between Werner G. Nennecker, Pegasus Gold Inc.
and Pegasus Gold Corporation (incorporated by
reference to Exhibit 10.10 to the Registrant's
Form 10-K for the year ended December 31, 1992).
10.7 Employment Agreement dated January 24, 1994,
between Phillips S. Baker, Jr., Pegasus Gold
Inc. and Pegasus Gold Corporation (incorporated
by reference to Exhibit 10.10 to the
Registrant's Form 10-K for the year ended
December 31, 1993).
10.8 Employment Agreement dated May 27, 1994, between
Terry Bauer, Pegasus Gold Inc. and Pegasus Gold
Corporation.
10.9 Employment Agreement dated September 14, 1994,
among Eric B. Ovlen, Pegasus Gold Inc. and
Pegasus Gold Corporation.
<PAGE>
10.10 Employment Agreement dated June 30, 1995, among
Robert A. Lonergan, Pegasus Gold Inc, and
Pegasus Gold Corporation.
10.11 Employment Agreement dated July 31, 1995,
between Trevor S. Schultz, Pegasus Gold Inc.,
and Pegasus Gold Corporation.
10.12 Employment Agreement dated September 29, 1995,
between James G. Geyer, Pegasus Gold Inc., and
Pegasus Gold Corporation.
10.13 Lease Agreement between Caterpillar Financial
Services Corporation and Pegasus Gold
Corporation, dated June 15, 1991; Lease
Supplement No. 1 between Caterpillar Financial
Services Corporation and Pegasus Gold
Corporation, dated June 19, 1991; Bill of Sale
from Pegasus Gold Corporation; Tax Indemnity
Agreement between Caterpillar Financial Services
Corporation and Pegasus Gold Corporation, dated
June 15, 1991; Guaranty Agreement of Pegasus
Gold Inc., dated June 15, 1991; Lease Supplement
No. 2 between Caterpillar Financial Services
Corporation and Pegasus Gold Corporation, dated
June 28, 1991; Lease Supplement No. 3 between
Caterpillar Financial Services Corporation and
Pegasus Gold Corporation, dated July 17, 1991;
Bill of Sale from Pegasus Gold Corporation;
Letter Agreement between Caterpillar Financial
Services Corporation and Pegasus Gold
Corporation, dated July 17, 1991; First
Amendment and Agreement between Caterpillar
Financial Services Corporation and Pegasus Gold
Corporation, dated July 17, 1991; Lease
Supplement No. 4 between Caterpillar Financial
Services Corporation and Pegasus Gold
Corporation, dated October 31, 1991; Bill of
Sale from Pegasus Gold Corporation, dated
October 31, 1991 (incorporated by reference to
Exhibit 10.16 of the year ended December 31,
1991); Lease Supplement No. 5 between
Caterpillar Financial Services Corporation and
Pegasus Gold Corporation, dated March 6, 1993;
Bill of Sale from Pegasus Gold Corporation,
dated March 6, 1993; Lease Supplement No. 5
between Caterpillar Financial Services
Corporation and Pegasus Gold Corporation, dated
December 28, 1995; and Bill of Sale from Pegasus
gold Corporation, dated December 28, 1995.
11.1 A Statement of Computation Earnings Per Share .
21.1 Subsidiaries of Registrant.
23.1 Consent of Independent Auditors of Registrant
<PAGE>
28.1* Form 11-K - Annual Report of the Pegasus Gold
Employee Savings Plan
(b) Reports on Form 8-K:
None
<PAGE>
PEGASUS GOLD INC.
FORM 10-K/A
DECEMBER 31, 1995
PART IV
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment No. 1 to the annual
report to be signed on its behalf by the undersigned thereunto duly authorized.
PEGASUS GOLD INC.
By: /s/ Phillips S. Baker, Jr.
---------------------------------
Phillips S. Baker, Jr.
Vice President, Finance and Chief
Financial Officer
Date: /s/ June 28 , 1996
---------------
<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
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
COMMISSION FILE NUMBER 0-12207
PEGASUS GOLD EMPLOYEE SAVINGS PLAN
(Full title of the Plan)
PEGASUS GOLD INC.
(Name of issuer of the securities held pursuant to the Plan)
601 WEST FIRST AVENUE, SUITE 1500
SPOKANE, WASHINGTON 99204
(Address of principal executive office)
<PAGE>
PEGASUS GOLD EMPLOYEE SAVINGS PLAN
FORM 11-K - DECEMBER 31, 1995
FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
Report of Independent Accountants
Statements of Net Assets Available for Benefits
at December 31, 1995, and 1994
Statements of Changes in Net Assets Available for
Benefits for the year ended December 31, 1995
Notes to Financial Statements
Schedules I, II, and III are omitted, since all required information is included
in Notes 6, 8, and 9 to the Financial Statements included herein.
(b) Exhibits:
Consent of Independent Public Accountants for incorporation by reference of
their opinion in Form S-8.
<PAGE>
PEGASUS GOLD EMPLOYEE SAVINGS PLAN
FORM 11-K - DECEMBER 31, 1995
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this annual
report to be signed by the undersigned thereunto duly authorized.
PEGASUS GOLD EMPLOYEE SAVINGS PLAN
Date: /s/ June 28, 1996 By: /s/ Phillips S. Baker, Jr.
-------------------- ---------------------------------------------
Phillips S. Baker, Jr.
Trustee
Pegasus Gold Employee Savings Plan
<PAGE>
PEGASUS GOLD EMPLOYEE SAVINGS PLAN
----------
FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
<PAGE>
PEGASUS GOLD EMPLOYEE SAVINGS PLAN
--------
INDEX
PAGES
Financial Statements:
Report of Independent Accountants . . . . . . . . . . 2
Statements of Net Assets Available for Benefits
as of December 31, 1995 and 1994 . . . . . . . . 3
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 1995 . . . . . . 4
Notes to Financial Statements . . . . . . . . . . . . 5-17
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1995 . . . . . . . . 18
Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1995 . . . . . . 19
1
<PAGE>
[LETTERHEAD]
REPORT OF INDEPENDENT ACCOUNTANTS
Administrative Committee and Participants
Pegasus Gold Employee Savings Plan
Spokane, Washington
We have audited the accompanying statements of net assets available for benefits
of the Pegasus Gold Employee Savings Plan (the Plan) as of December 31, 1995 and
1994, and the related statement of changes in net assets available for benefits
for the year ended December 31, 1995. These financial statements are the
responsibility of the Plan's Administrative Committee. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by the
Administrative Committee, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1995 and 1994, and the changes in net assets available for benefits
for the year ended December 31, 1995, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are 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. The supplemental schedules
have been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated, in all
material respects, in relation to the basic financial statements taken as a
whole.
/s/ Coopers & Lybrand L.L.P.
Oakland, California
April 19, 1996
<PAGE>
PEGASUS GOLD EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1995 and 1994
-----------
ASSETS 1995 1994
------------- ------------
Interest bearing cash and money market deposits $380,480 $82,167
------------- ------------
Investments, at fair value:
Certificates of deposit 63,325 61,748
U.S. Government securities 1,205,735 539,520
Collective trust 3,952,455 7,634,767
Registered investment companies 11,155,404 3,648,557
Common stock of the Employer's parent company 1,118,752 682,192
Participant notes receivable 1,351,417 1,236,163
------------- -----------
Total investments 18,847,088 13,802,947
------------- -----------
Contributions receivable:
Employer 70,183 135,138
Participants 263,306 301,144
------------- -----------
Total contributions receivable 333,489 436,282
------------- -----------
Total assets 19,561,057 14,321,396
------------- -----------
LIABILITIES
Accrued liabilities 2,638 1,676
------------- -----------
Total liabilities 2,638 1,676
------------- -----------
Net assets available for benefits $19,558,419 $14,319,720
------------- -----------
------------- -----------
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
PEGASUS GOLD EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the year ended December 31, 1995
---------
Additions to net assets attributed to:
Interest and dividend income $1,024,507
Net appreciation in fair value of investment funds 1,663,523
Net appreciation in fair value of investments in common stock
of the Employer's parent company 229,758
-----------
2,917,788
-----------
Contributions:
Employer 882,001
Participants 2,449,688
-----------
Total contributions 3,331,689
Transfers in from other plans 182,318
-----------
3,514,007
-----------
Total additions 6,431,795
-----------
Deductions from net assets attributed to:
Benefits paid to participants 635,716
Transfers out to other plans 557,380
-----------
Total deductions 1,193,096
-----------
Net increase 5,238,699
Net assets available for benefits:
Beginning of year 14,319,720
-----------
End of year $19,558,419
-----------
-----------
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
PEGASUS GOLD EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------
1. DESCRIPTION OF PLAN:
The following description of the Pegasus Gold Employee Savings Plan (the
Plan) provides only general information. Participants should refer to the
Plan agreement for a more complete description of the Plan's provisions.
GENERAL:
The Plan is a defined contribution profit sharing and salary reduction
plan (under Internal Revenue Code Section 401(k)) covering all full-time
employees of Pegasus Gold Corporation, its subsidiaries and affiliated
companies (Employer) who have completed one-half year of service. The
Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended (ERISA).
The Plan is administered by the Employer, through a committee of four
executive officers of the Employer who are trustees for the Plan
(Administrative Committee). Merrill Lynch, Pierce, Fenner & Smith Inc.
(Merrill Lynch) is the Plan's investment advisor and custodian of the
Plan's investments.
CONTRIBUTIONS:
Participation is voluntary. Participating employees may make
contributions of up to 12% of their annual gross compensation. During
1995, a participating employee's annual before-tax contribution was
limited to $9,240. The Employer contributes an amount equal to 50% of
the employee's regular contribution, up to a maximum of 6% of the
employee's annual gross compensation. Participants may also contribute
to the Plan amounts previously contributed to another qualified plan.
Each participating employee may designate the percentage of their total
contribution, including the Employer's matching portion, to be invested in
the common stock of Pegasus Gold Inc., the Canadian parent company of
Pegasus Gold Corporation, or in any of five other investment fund options.
Participants may designate between the six investment options in
increments of 5%.
The Employer may contribute additional amounts at its discretion; however,
the annual total of the Employer's contribution and 50% of the employee's
contribution cannot exceed the lesser of $30,000 or 25% of each employee's
annual gross compensation. Forfeitures serve to reduce the Employer's
contributions.
Continued
5
<PAGE>
1. DESCRIPTION OF PLAN, CONTINUED:
PARTICIPANT ACCOUNTS:
Separate accounts are maintained for each participant. Each
participant's account is directly credited with the participant's
contribution and the Employer's matching contribution. Unless otherwise
specified, discretionary additional Employer contributions are allocated
to each participant's account based on the ratio which that
participant's compensation bears to the total compensation of all
participants. Net earnings from investments, other than in common stock
of the Employer's parent company, including appreciation (depreciation)
in fair value, are allocated to each participant's account based on the
ratio which the trust fund portion of that participant's account balance
bears to the total of the trust fund portion of all participants'
account balances. Net earnings from investment in common stock of the
Employer's parent company, including appreciation (depreciation) in fair
value, are allocated to each participant's account based on the actual
number of shares of such common stock included therein.
Participants have the option of periodically converting the common stock
portion of their account into one of the trust funds, or vice versa, at
the then current fair value of the stock.
VESTING:
The Plan offers full and immediate vesting of the employee contribution
portion of each participant's account. Participants joining the Plan
vest progressively in the Employer contribution portion of their account
at the rate of 25% per ensuing year of service.
Continued
6
<PAGE>
1. DESCRIPTION OF PLAN, CONTINUED:
PAYMENT OF BENEFITS:
A participant's account balance may be withdrawn under any of the
following circumstances:
- Attainment of age 59-1/2.
- Retirement (allowed at the age of 55 if five years of
service have been rendered, otherwise at the normal
retirement age of 65).
- Death (vested account balance is paid to a designated
beneficiary).
- Termination of employment.
- Permanent and total disability.
Distribution of benefits will generally be in the form of a lump-sum
cash payment. Participants may elect to receive the Pegasus Gold Inc.
common stock portion of their account in either actual shares of stock
or a cash payment equal to the then current fair value of the stock.
Participants or their beneficiaries may elect to maintain their accounts
with the Plan even though such amounts may otherwise be withdrawn.
PARTICIPANT NOTES RECEIVABLE:
At the discretion of the Administrative Committee, participants who have
been part of the Plan for at least one year may borrow from their
account up to the lesser of 50% of their vested account balance or
$50,000. Loan transactions are treated as a transfer to (from) the
investment fund from (to) the Participant Notes account. The loans bear
interest at the prime rate plus 2%, have a repayment term of up to five
years and are secured by the balance in the participant's account.
Principal and interest are paid ratably through periodic payroll
deductions.
Continued
7
<PAGE>
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.
ACCOUNTING ESTIMATES AND ASSUMPTIONS:
The preparation of financial statements in conformity with generally
accepted accounting principals requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
at the date of the financial statements, and the reported amounts of
changes in net assets during the reporting period. Actual results could
differ from those estimates.
INVESTMENT VALUATION AND INCOME RECOGNITION:
The Plan's investments are stated at fair value. Shares and units in
investment funds are valued at quoted market prices which represent the
net asset value of the shares or units held by the Plan at year-end.
The investment in Pegasus Gold Inc. common stock is valued at its quoted
market price. Participant notes receivable are valued at cost which
approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are
recorded on the ex-dividend date.
The Plan presents in the statement of changes in net assets the net
appreciation (depreciation) in the fair value of its investments which
consists of the realized gains or losses and the unrealized appreciation
(depreciation) on those investments.
Continued
8
<PAGE>
2. SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
PAYMENT OF BENEFITS:
Amounts allocated to accounts of participants who have elected to
withdraw from the Plan but have not been paid as of year-end are
included in net assets available for benefits.
RECLASSIFICATIONS:
Certain reclassifications have been made to the 1994 financial
statements to conform to the 1995 presentation with no effect on net
assets available for benefits as previously reported.
3. RELATED PARTY TRANSACTIONS:
Certain Plan investments are units in investment funds managed by Merrill
Lynch. Merill Lynch is the Plan's investment advisor and custodian and,
therefore, these transactions qualify as party-in-interest.
4. PLAN TERMINATION:
Although the Employer has not expressed any intent to do so, it has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to ERISA provisions. 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.
Continued
9
<PAGE>
5. TAX STATUS:
The Internal Revenue Service has determined and informed the Employer by a
letter dated February 5, 1993, that the Plan and related trust are designed
in accordance with Sections 401(a) and 401(k) of the Internal Revenue Code
(IRC) and is therefore considered to be tax exempt from federal income
taxes under Section 501(a). In October 1993, the Plan was amended to
increase the percentage from 10% to 12% of gross annual compensation that
participating employees may contribute. However, the Plan administrator
and the Plan's tax counsel believe that the Plan is designed and is
currently being operated in compliance with the applicable requirements of
the IRC.
Continued
10
<PAGE>
6. INVESTMENTS:
Investments at December 31, 1995 and 1994, are comprised of the following:
<TABLE>
<CAPTION>
Fair Number
Value of Fair
Per Unit Units Value
------------ ---------- ----------
<S> <C> <C> <C>
1995:
Guaranteed Fund:
Certificates of deposit $1.0153 62,373 $63,325
Zero Coupon U.S. Treasury Bonds:
TIGR Series 19 0.9816 9,172 9,004
TIGR Series 23 0.9816 22,931 22,509
COGR Series 1 0.8822 34,855 30,751
COGR Series 1 0.9559 169,920 162,422
Coupon Treasury Shares 0.9553 402,627 384,623
Treasury Strips 0.9329 639,322 596,426
-----------
1,205,735
Merrill Lynch Retirement
Preservation Trust 1.0000 3,952,455 3,952,455
-----------
5,221,515
-----------
Balanced Fund:
Income Fund of America 15.8700 213,679 3,391,085
-----------
Moderate Risk Growth Fund:
Oppenheimer Total Return Fund -
Class A 9.3500 417,556 3,904,149
-----------
International Growth Fund:
Templeton Developing Markets Trust 13.0097 29,025 377,612
Templeton Foreign Fund 9.1798 123,989 1,138,199
-----------
1,515,811
-----------
Aggressive Growth Fund:
Delaware Group Trend Fund 15.7899 148,472 2,344,359
-----------
Pegasus Stock Fund:
Common stock held in Pegasus
Gold Inc. 13.8748 80,632 1,118,752
-----------
Participant notes receivable 1.0000 1,351,417 1,351,417
-----------
$18,847,088
-----------
-----------
</TABLE>
Continued
11
<PAGE>
6. INVESTMENTS, CONTINUED:
<TABLE>
<CAPTION>
Fair Number
Value of Fair
Per Unit Units Value
------------ ---------- ----------
1994:
<S> <C> <C> <C>
Guaranteed Fund:
Certificates of deposit $0.9800 62,861 $61,748
Zero Coupon U.S. Treasury Bonds:
TIGR Series 19 0.9046 9,244 8,362
TIGR Series 23 0.9047 23,111 20,908
COGR Series 1 0.7696 35,128 27,036
COGR Series 1 0.8682 171,249 148,682
Coupon Treasury Shares 0.8691 384,906 334,532
------------
539,520
Merrill Lynch Retirement Preservation
Trust 1.0000 3,648,557 3,648,557
------------
4,249,825
------------
Balanced Fund:
Phoenix Balanced Fund 14.8300 164,055 2,432,934
------------
Moderate Risk Growth Fund:
Oppenheimer Total Return Fund - Class A 7.8000 383,776 2,993,454
------------
International Growth Fund:
Templeton Developing Markets Trust 13.4200 21,447 287,825
Templeton Foreign Fund 8.8200 101,582 895,957
------------
1,183,782
------------
Aggressive Growth Fund:
Delaware Group Trend Fund 11.7500 87,200 1,024,597
------------
Pegasus Stock Fund:
Common stock held in Pegasus Gold Inc. 11.3750 59,973 682,192
------------
Participant notes receivable 1.0000 1,236,163 1,236,163
------------
$13,802,947
------------
------------
</TABLE>
Continued
12
<PAGE>
6. INVESTMENTS, CONTINUED:
All earnings on the investment funds are reinvested in and credited to each
fund monthly. These earnings include interest, dividends, and
appreciation (depreciation) in fair value. The Guaranteed Fund is a
low-risk fund consisting primarily of high-quality fixed income
investment vehicles. The Balanced Fund seeks reasonable income, and
capital conservation and growth while maintaining a moderate level of
risk by investing in equity, debt, and money market instruments.
Effective January 1, 1994, three new investment fund options were made
available to participants. The objective of the Moderate Risk Growth
Fund is total return through investment in common stocks and their
equivalents. The International Growth Fund seeks long-term capital
growth through investment in any class of securities, but primarily
common stocks. The Aggressive Growth Fund seeks capital appreciation
through investment in common stocks with a low market capitalization
which may include OTC issues and stock of less well-seasoned, higher risk
companies.
7. ADMINISTRATIVE EXPENSES:
All costs associated with administering the Plan, totalling $63,429 and
$58,509 in 1995 and 1994, respectively, are paid directly by Pegasus Gold
Corporation.
Continued
13
<PAGE>
8. NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT TYPE:
At December 31, 1995 and 1994, net assets available for benefits were held
in the following participant-designated investment types:
<TABLE>
<CAPTION>
Moderate
Risk International Aggressive Pegasus
Guaranteed Balanced Growth Growth Growth Stock Participant
Fund Fund Fund Fund Fund Fund Notes Total
---------- ---------- ---------- --------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DECEMBER 31, 1995:
ASSETS
Interest bearing cash and money
market deposits - $87,673 $260,582 $31,593 $614 $18 - $380,480
---------- ---------- ---------- ---------- ---------- ---------- ----------- -----------
Investments, at fair value:
Certificates of deposit 63,325 - - - - - - 63,325
U.S. Government securities 1,205,735 - - - - - - 1,205,735
Collective trust 3,952,455 - - - - - - 3,952,455
Registered investment
companies - 3,391,089 3,904,145 1,515,811 2,344,359 - - 11,155,404
Common stock of the
Employer's parent company - - - - - 1,118,752 - 1,118,752
Participant notes receivable - - - - - - 1,351,417 1,351,417
---------- ---------- ---------- ---------- ---------- ---------- ----------- -----------
Total investments 5,221,515 3,391,089 3,904,145 1,515,811 2,344,359 1,118,752 1,351,417 18,847,088
---------- ---------- ---------- ---------- ---------- ---------- ----------- -----------
Contributions receivable:
Employer 18,037 7,653 8,757 13,036 16,851 5,849 - 70,183
Participants 98,391 33,820 46,750 18,242 56,466 9,637 - 263,306
---------- ---------- ---------- ---------- ---------- ---------- ----------- -----------
Total contributions
receivable 116,428 41,473 55,507 31,278 73,317 15,486 - 333,489
---------- ---------- ---------- ---------- ---------- ---------- ----------- -----------
Total assets 5,337,943 3,520,235 4,220,234 1,578,682 2,418,290 1,134,256 1,351,417 19,561,057
---------- ---------- ---------- ---------- ---------- ---------- ----------- -----------
LIABILITIES
Accrued liabilities 1,126 433 517 169 266 127 - 2,638
---------- ---------- ---------- ---------- ---------- ---------- ----------- -----------
Total liabilities 1,126 433 517 169 266 127 - 2,638
---------- ---------- ---------- ---------- ---------- ---------- ----------- -----------
Net assets available
for benefits
$5,336,817 $3,519,802 $4,219,717 $1,578,513 $2,418,024 $1,134,129 $1,351,417 $19,558,419
---------- ---------- ---------- ---------- ---------- ---------- ----------- -----------
---------- ---------- ---------- ---------- ---------- ---------- ----------- -----------
</TABLE>
14
<PAGE>
8. NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT TYPE, CONTINUED:
<TABLE>
<CAPTION>
Moderate Short-
Risk International Aggressive Pegasus Term.
Guaranteed Balanced Growth Growth Growth Stock Participant Invest.
Fund Fund Fund Fund Fund Fund Notes Account Total
---------- ---------- ---------- ------------- ---------- -------- ---------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
DECEMBER 31, 1994:
ASSETS
Interest bearing cash
and money market
deposits $264 $22,358 $23,947 $23,013 $5,773 $5,928 - 884 $82,167
---------- ---------- ---------- ------------- ---------- -------- ---------- ------- -----------
Investments, at fair
value:
Certificates of
deposit 61,748 - - - - - - - 61,748
U.S. Government - - - - - - -
securities 539,520 539,520
Collective trust 3,648,557 - - - - - - - 13,648,557
Registered
investment
companies 2,432,934 2,993,454 1,183,782 1,024,597 - - - 7,634,767
Common stock of the
Employer's parent
company - - - - - 682,192 - - 682,192
Participant notes
receivable - - - - - - $1,236,163 - 1,236,163
---------- ---------- ---------- ------------- ---------- -------- ---------- ------- ----------
Total investments 4,249,825 2,432,934 2,993,454 1,183,782 1,024,597 682,192 1,236,163 - 1,380,2947
---------- ---------- ---------- ------------- ---------- -------- ---------- ------- ----------
Contributions receivable:
Employer 30,625 21,788 30,330 21,164 21,744 9,487 - - 135,138
Participants 96,429 44,469 82,588 3,727 58,462 16,353 - (884) 301,144
---------- ---------- ---------- ------------- ---------- -------- ---------- ------- ----------
Total
contributions
receivable 127,054 6,6257 112,918 24,891 80,206 25,840 - (884) 436,282
---------- ---------- ---------- ------------- ---------- -------- ---------- ------- ----------
Total assets 4,377,143 2,521,549 3,130,319 1,231,686 1,110,576 713,960 1,236,163 - 14,321,396
---------- ---------- ---------- ------------- ---------- -------- ---------- ------- ----------
LIABILITIES
Accrued liabilities 436 284 386 201 235 134 - - 1,676
---------- ---------- ---------- ------------- ---------- -------- ---------- ------- ----------
Total liabilities 436 284 386 201 235 134 - - 1,676
---------- ---------- ---------- ------------- ---------- -------- ---------- ------- ----------
Net assets
available for
benefits $4,376,707 $2,521,265 $3,129,933 $1,231,485 $1,110,341 $713,826 $1,236,163 - $14,319,720
---------- ---------- ---------- ------------- ---------- -------- ---------- ------- ----------
---------- ---------- ---------- ------------- ---------- -------- ---------- ------- ----------
</TABLE>
15
<PAGE>
9. CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT TYPE:
During the year ended December 31, 1995, the changes in net assets
available for benefits by participant-designated investment types
were as follows:
<TABLE>
<CAPTION>
Moderate
Risk International Aggressive Pegasus
Guaranteed Balanced Growth Growth Growth Stock Participant
Fund Fund Fund Fund Fund Fund Notes Total
---------- ---------- ---------- --------- ---------- ---------- ----------- -----------
<C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Interest and dividend income $222,673 $165,711 $320,978 $87,249 $116,196 $218 $111,482 $1,024,507
Net appreciation in fair value
of investment funds 98,010 461,639 616,280 28,398 459,196 - - 1,663,523
Net appreciation in fair
value of investments in stock
of the Employer's parent company - - - - - 229,758 - 229,758
---------- ---------- ---------- --------- ---------- ---------- ----------- -----------
320,683 627,350 937,258 115,647 575,392 229,976 111,482 2,917,788
---------- ---------- ---------- --------- ---------- ---------- ----------- -----------
Contributions receivable:
Employer 649,201 371,959 516,132 324,232 386,937 201,227 - 2,449,688
Participants 243,988 139,470 185,001 110,070 123,330 80,142 - 882,001
---------- ---------- ---------- --------- ---------- ---------- ----------- -----------
Total contributions 893,189 511,429 701,133 434,302 510,267 281,369 - 3,331,689
Transfers in from other plans 20,342 30,795 37,950 36,283 56,948 - - 182,318
---------- ---------- ---------- --------- ---------- ---------- ----------- -----------
Total additions 1,234,214 1,169,574 1,676,341 586,232 1,142,607 511,345 111,482 6,431,795
---------- ---------- ---------- --------- ---------- ---------- ----------- -----------
Deductions from net assets
attributed to:
Benefits paid to participants 178,901 102,865 140,443 27,516 61,456 49,742 74,793 635,716
Transfers out to other plans 92,046 43,120 206,130 89,086 46,344 61,621 19,033 557,380
---------- ---------- ---------- --------- ---------- ---------- ----------- -----------
Total deductions 270,947 145,985 346,573 116,602 107,800 111,363 93,826 1,193,096
---------- ---------- ---------- --------- ---------- ---------- ----------- -----------
Net increase prior to
interfund transfers 963,267 1,023,589 1,329,768 469,630 1,034,807 399,982 17,656 5,238,699
Participant notes withdrawn (243,476) (129,330) (173,769) (70,169) (93,899) (26,807) 737,450 -
Loan repayments 206,413 111,222 154,092 49,134 82,573 36,380 (639,814) -
Interfund transfers 33,906 (6,944) (220,307) (101,567) 284,202 10,748 (38) -
---------- ---------- ---------- --------- ---------- ---------- ----------- -----------
Net increase 960,110 998,537 1,089,784 347,028 1,307,683 420,303 115,254 5,238,699
Net assets available for benefits:
Beginning of year 4,376,707 2,521,265 3,129,933 1,231,485 1,110,341 713,826 1,236,163 14,319,720
---------- ---------- ---------- --------- ---------- ---------- ----------- -----------
End of year $5,336,817 $3,519,802 $4,219,717 $1,578,513 $2,418,024 $1,134,129 $1,351,417 $19,558,419
---------- ---------- ---------- --------- ---------- ---------- ----------- -----------
---------- ---------- ---------- --------- ---------- ---------- ----------- -----------
</TABLE>
16
<PAGE>
10. RECONCILIATION TO FORM 5500:
The following is a reconciliation of net assets available for benefits and
notes receivable from participants per the financial statements to the
Form 5500 as of December 31:
1995 1994
----------- -----------
Notes receivable from participants per the
financial statements $ 1,351,417 $ 1,236,163
Amounts allocated for new loans approved but
not disbursed - 67,856
----------- -----------
Notes receivable from participants per
Form 5500, Item 27(a) $ 1,351,417 $ 1,304,019
----------- -----------
----------- -----------
Net assets available for benefits per the
financial statements $19,558,419 $14,319,720
Amounts allocated to withdrawing participants (14,365) (52,499)
----------- -----------
Net assets available for benefits per the
Form 5500 $19,544,054 $14,267,221
----------- -----------
----------- -----------
Similarly, the 1995 participants' withdrawals amount reflected in the statement
of changes in net assets available for benefits is reconciled to Form 5500 as
follows:
Benefits paid to participants per the
financial statements $635,716
Transfers out to other plans per the
financial statements 557,380
-----------
Total deductions per the financial statements 1,193,096
Add: Amounts allocated to withdrawing participants at
December 31, 1995 14,365
Less: Amounts allocated to withdrawing participants at
December 31, 1994 (52,499)
Expenses related to disbursements (889)
-----------
Benefits paid to participants per the Form 5500 $1,154,073
-----------
-----------
17
<PAGE>
PEGASUS GOLD EMPLOYEE SAVINGS PLAN
Line 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
as of December 31, 1995
------------------
<TABLE>
<CAPTION>
(b) Identity of
Issuer, Borrower,
Lessor, or Similar (c) Description of Investment Including Maturity Date, (e) Current
(a) Party Rate of Interest, Collateral, Par or Maturity Value (d) Cost Value
- ---- ------------------ ------------------------------------------------------ -------- ------------
<S> <C> <C> <C> <C>
Centurion Bank Certificate of deposit (maturing 09/30/96; 6.00%
per annum) $ 61,269 $ 63,325
----------- -----------
U.S. Government TIGR Series 19 (maturing 05/15/96; 7.83% per annum) 8,297 9,004
TIGR Series 23 (maturing 05/15/96; 7.83% per annum) 20,745 22,509
COGR Series 1 (maturing 05/15/98; 8.16% per annum) 26,826 30,751
COGR Series 1 (maturing 11/15/96; 6.16% per annum) 147,528 162,422
Coupon Treasury Shares (various maturities and
interest rates) 349,746 384,623
Treasury Strips (maturing 5/15/97; various
interest rates) 555,827 596,426
----------- -----------
1,108,969 1,205,735
----------- -----------
* Merrill Lynch Merrill Lynch Retirement Preservation Trust
(3,952,453 units) 3,952,455 3,952,455
America Fund
Group Income Fund of America (213,679 units) 3,249,211 3,391,085
Oppenheimer Funds Oppenheimer Total Return Fund, Inc. (417,556
Class A shares) 3,346,298 3,904,149
Franklin Templeton
Group Templeton Developing Markets Trust (29,025 shares) 387,658 377,612
Franklin Templeton
Group Templeton Foreign Fund (123,989 shares) 1,101,340 1,138,199
Delaware Group Delaware Group Trend Fund (148,472 shares) 1,891,127 2,344,359
----------- -----------
13,928,089 15,107,859
----------- -----------
* Pegasus Gold Inc. Common stock (80,632 shares; no par value) 906,066 1,118,752
----------- -----------
* Pegasus Gold
Employee Savings
Plan Participant notes (repayable over a term up to
five years at an interest rate of prime rate
plus 2% per annum) 1,351,417 1,351,417
----------- -----------
$17,355,810 $18,847,088
----------- -----------
----------- -----------
</TABLE>
* Represents party in interest to Plan
18
<PAGE>
PEGASUS GOLD EMPLOYEE SAVINGS PLAN
Line 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1995
------------------
<TABLE>
<CAPTION>
(h) Current
(b) Description of Asset (f) Expenses Value of (i) Net
(Include interest rate Incurred Asset on Gain
(a) Identity of and maturity in (c) Purchase (d) Selling (e) Lease with (g)Cost Transaction or
Party Involved case of a loan) Price Price Rental Transaction of Asset Date (Loss)
- ---------------------- ------------------------ ------------ ----------- --------- ------------ -------- ------------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Combined transactions:
Merrill Lynch Merrill Lynch Retirement
Preservation Trust $836,596 - - - - - -
Merrill Lynch Merrill Lynch Retirement
Preservation Trust - 532,700 532,700 532,700 -
Phoenix Investments Phoenix Balanced Fund 3,585,886 - - - - - -
Phoenix Investments Phoenix Balanced Fund - 3,093,767 - - 2,769,610 3,093,767 324,157
Oppenheimer Funds Oppenheimer Total Return
Fund 800,651 - - - - - -
Oppenheimer Funds Oppenheimer Total Return
Fund - 509,906 - - 447,809 509,906 62,097
Delaware Group Delaware Group Trend Fund 1,014,482 - - - - - -
Delaware Group Delaware Group Trend Fund - 153,989 - - 147,953 153,989 6,036
Pegasus Gold
Employee
Savings Plan Participant loans:
(repayable over a term
up to five years after
annual interest rate of
prime plus 2% per annum)
New loans 737,450 - - - - - -
Loan Repayments - 639,814 - - - - -
</TABLE>
19
<PAGE>
[LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Pegasus Gold Inc. Form S-8 (Amended and Restated Employee Savings Plan of
Pegasus Gold Corporation) of our report dated April 19, 1996, on our audit of
the financial statements of the Pegasus Gold Employee Savings Plan as of
December 31, 1995 and 1994, and for the year ended December 31, 1995, which
report is included in this Annual Report on Form 11-K.
/s/ Coopers & Lybrand LLP
COOPERS & LYBRAND L.L.P.
Oakland, California
June 19, 1996
