<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
(Date of Report)
SEPTEMBER 27, 1996
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)
------------------------------
<PAGE>
ITEM 5. OTHER EVENTS.
On September 27, 1996, Pegasus Gold Inc. ("Pegasus") issued a joint press
release announcing that following a final due diligence review of business and
operations of the two companies, the companies have concluded that the
previously announced merger will not proceed.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION, AND EXHIBITS.
(a) Financial statements - not applicable.
(b) Pro forma financial information - not applicable.
(c) Exhibits:
(99.1) Joint News Release issued by the Company and Dayton
Mining Corporation dated September 27, 1996.
2
<PAGE>
FORM 8-K
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PEGASUS GOLD INC. (Registrant)
Date: October 4, 1996 By: /s/ Phillips S. Baker, Jr.
---------------------------------------
Phillips S. Baker, Jr.
Vice President, Finance and Chief
Financial Officer
3
<PAGE>
PEGASUS GOLD INC. DAYTON MINING CORPORATION
601 WEST FIRST AVENUE 200 BURRARD STREET
SUITE 1500 SUITE 1610, WATERFRONT CENTRE
SPOKANE, WASHINGTON 99204 VANCOUVER, B.C. V6C 3L6
(509) 624-4653 - FAX (509) 838-8317 (604) 662-8383 - FAX (604) 684-1329
------------------------
JOINT NEWS RELEASE
------------------------
SPOKANE, WASH., VANCOUVER, B.C. - SEPTEMBER 27, 1996 - Pegasus Gold Inc. (PGU:
AMEX; TSE; ME), and Dayton Mining Corporation (DAY: AMEX; TSE), today announced
that following a final due diligence review of business and operations of the
two companies, the companies have concluded that the previously announced merger
will not proceed.
"Although we have great respect for Pegasus, it became obvious following the
final detail review that this transaction was not in the best interests of
Dayton. We will continue to be committed to the growth of the company and the
enhancement of shareholder value," stated Wayne D. McClay, Dayton's Chairman and
Chief Executive Officer.
"While we are disappointed that this transaction was not completed, it will not
deter us from delivering value to our shareholders by pursuing our international
growth strategy," said Werner G. Nennecker, President and Chief Executive of
Pegasus Gold Inc.
- 30 -
FOR FURTHER INFORMATION, CONTACT:
John W. Pearson Diane R. Thomas
Director, Investor Relations Vice President, Investor Relations
509-624-4653 604-662-8383
