<PAGE>
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 September 30, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _______________________ to ______________________
Commission file number 0-10100
GOLD COMPANY OF AMERICA
(The Prudential-Bache/Barrick Gold Acquisition Partnership,
a California Limited Partnership)
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
California 22-2553065
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
199 Water Street, New York, N.Y. 10292-0116
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 214-1016
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
- ------------------------------ ---------------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
Depositary Units representing an assignment
of the economic rights attributable
to Limited Partnership Interests
- --------------------------------------------------------------------------------
(Title of class)
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 CK 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/A or any amendment to
this Form 10-K/A [ CK ]
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report to Limited Partners for the year ended September 30, 1994 is
incorporated by reference into Parts I, II and III of this annual report on Form
10-K/A.
Index to exhibits can be found on pages 11 and 12.
<PAGE>
GOLD COMPANY OF AMERICA
(The Prudential-Bache/Barrick Gold Acquisition
Partnership, a California Limited Partnership)
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C> <C>
PART I
Item 1 Business........................................................................ 3
Item 2 Properties...................................................................... 6
Item 3 Legal Proceedings............................................................... 6
Item 4 Submission of Matters to a Vote of Unit Holders................................. 6
PART II
Item 5 Market for the Registrant's Depositary Units and Related Unit Holder Matters.... 7
Item 6 Selected Financial Data......................................................... 7
Item 7 Management's Discussion and Analysis of Financial Condition and Results of
Operations.................................................................... 8
Item 8 Financial Statements and Supplementary Data..................................... 8
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.................................................................... 8
PART III
Item 10 Directors and Executive Officers of the Registrant.............................. 8
Item 11 Executive Compensation.......................................................... 9
Item 12 Security Ownership of Certain Beneficial Owners and Management.................. 10
Item 13 Certain Relationships and Related Transactions.................................. 10
PART IV
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K
Financial Statements and Financial Statement Schedules.......................... 11
Exhibits........................................................................ 11
Reports on Form 8-K............................................................. 12
SIGNATURES.................................................................................. 13
</TABLE>
2
<PAGE>
PART I
Item 1. Business
General
Gold Company of America (the Prudential-Bache/Barrick Gold Acquisition
Partnership, a California Limited Partnership) (the ``Registrant'') was formed
on August 9, 1984 with a termination date of December 31, 2034, unless
terminated sooner under the provisions of the Agreement of Limited Partnership
(the ``Partnership Agreement'') (see below ). The Registrant was formed to take
delivery of gold under gold purchase agreements and to distribute this gold to
its partners. On November 27, 1984, the Registrant completed an offering of
depositary units representing an assignment of the economic rights attributable
to limited partnership interests (``depositary units'') and raised $46,940,180
(after quantity discounts) from the sale of 2,391,099 depositary units. The
Registrant's fiscal year for book and tax purposes ends on September 30.
The general partners of the Registrant are Prudential-Bache Minerals Inc.
(``Prudential-Bache Minerals'') (the ``Managing General Partner'') and Barrick
Management Corporation (``Barrick Management'') (collectively, the ``General
Partners''). Prudential-Bache Minerals is an affiliate of Prudential Securities
Incorporated (``PSI''), and both are wholly-owned subsidiaries of Prudential
Securities Group Inc. (``PSGI''). Barrick Management is an indirect subsidiary
of American Barrick Resources Corporation (``Barrick''). For the reasons set
forth below, the General Partners have determined to dissolve the Registrant and
to distribute its remaining assets when claims against those assets are
resolved.
In January 1985, the Registrant's operations commenced upon entering into two
agreements for the purchase of gold (the Camflo Gold Purchase Agreement and the
Camflo Gold Acquisition Agreement) for an aggregate purchase price of
$40,126,534 (not including acquisition fees), each providing for the purchase of
a specified number of ounces of gold from Barrick Minerals (Canada) Inc.
(``Barrick Minerals''), formerly an affiliate of Barrick Management and now
wholly owned by Richmont Mines Inc., an unaffiliated third party.
The Camflo Gold Purchase Agreement provided for the purchase of 69,287 ounces
of gold by the Registrant. A portion of the number of ounces purchased was
delivered each month in accordance with an agreed formula based upon (i) the
prevailing monthly price of gold during the second month prior to delivery and
(ii) the purchase price paid for the gold under the agreement.
The Camflo Gold Acquisition Agreement provided for the purchase of 326,438
ounces of gold by the Registrant. Deliveries under this agreement commenced upon
completion of the Camflo Gold Purchase Agreement in October 1992.
The Camflo Mine, an underground gold mine located between the towns of
Malartic and Val d'Or, Quebec, is owned by Barrick Minerals. It was operated
continuously by Barrick Minerals from 1965 until its closure in December 1992
and employed approximately 125 full-time employees. The Camflo Mine property
comprises 683 acres which were held by way of a mining lease, a mining
concession and eleven mining claims. The mine consisted of a 104-foot steel
headframe, a 10-foot hoist, an office building, compressor room, crusher house,
mine change house, shop, assay office, warehouse, a 1,300 ton-per day capacity
mill and a refinery.
Ore was mined using the economical open long hole stope and rib and pillar
mining methods made possible by the strength and competency of the rock
formation. At a depth beginning below the 2,100 foot level, the main ore body
extended onto the property of Republic Goldfields Inc. (``Republic'') which is
immediately north of the Camflo Mine property. A May 1980 agreement (the
``Republic Agreement'') provided for the mining of the Republic ore body and
processing of ore through the Camflo mill. In consideration for this, Barrick
Minerals received 40% of the profits derived from the operation, which supported
its gold deliveries to the Registrant.
3
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The following table summarizes certain production and other operating
information for the periods indicated for the Camflo Mine, adjusted to reflect
Camflo's 40% interest in the Republic production for the years ended September
30:
<TABLE>
<CAPTION>
1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------
Total tons of Camflo ore milled plus 40% of
Republic N/A 73,793 283,110 302,052 307,516
Average millhead grade
(ounces per ton) N/A 0.155 0.119 0.090 0.084
Mill recovery rate (%) N/A 95.5 94.3 93.0 91.4
Ounces produced N/A 10,919 31,922 25,159 23,325
Cost per ton milled (Cdn $) N/A 19.50 26.69 31.02 27.22
Cost per ounce produced (U.S. $) (1) N/A 103 201 324 307
(1) Exclusive of resource taxes and depreciation
</TABLE>
The following table sets forth certain selected financial information
pertaining to the Camflo Mine inclusive of 40% of Republic production for the
years ended September 30:
<TABLE>
<CAPTION>
1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------
(in thousands, except per unit data)
Average gold price
received per ounce (U.S. $) N/A $ 344 $ 349 $ 368 $ 386
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Bullion production
revenue (Cdn $) N/A $ 3,758 $ 13,449 $ 12,932 $ 10,511
Operating costs exclusive of Quebec mining
resource taxes and depreciation (Cdn $) N/A 1,439 7,555 9,370 8,382
Development and
capital expenditures
(Cdn $) N/A -- -- 233 1,039
-------- -------- -------- -------- --------
N/A $ 2,319 $ 5,894 $ 3,329 $ 1,090
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
</TABLE>
Since the primary purpose of the Registrant was to take delivery of gold
under gold purchase agreements and to distribute gold to its partners, industry
segment information is not relevant.
As security for the performance by Barrick Minerals of its obligations under
the gold purchase agreements, Barrick Minerals created a security interest in
favor of the Registrant. The security agreements provided for a security
interest in the real and personal property of Barrick Minerals relating to the
Camflo Mine, including any proceeds to which Barrick Minerals was entitled under
the Republic Agreement (all of which have been received); however, the security
interest did not attach to any asset of Republic. The Registrant's security
interest was subordinated to indebtedness incurred by Barrick Minerals for
capital expenditures, working capital, development expenses, plant expansion and
acquisition of additional mining claims.
The Camflo Gold Purchase Agreement for 69,287 ounces of gold was fulfilled in
October 1992 and the proved and probable reserves of the Camflo Mine were
exhausted in December 1992. During the term of the Registrant, Barrick Minerals
spent significant amounts on exploration to expand reserves at the Camflo Mine.
These exploration efforts, individually and as a group, failed to disclose
reserves with the ability to extend the life of the mine. In addition, in August
1992 Barrick Minerals retained Micon International (``Micon'') to estimate the
remaining reserves at the Camflo Mine and to review the historic exploration for
the Camflo Mine. A copy of the report prepared by Micon (the ``Micon Report'')
was delivered to the General Partners in October 1992. The Micon Report stated
that (i) the economically mineable reserves at the Camflo Mine would be
exhausted in calendar 1992 and (ii) Barrick Minerals had made all reasonable
attempts of exploration at the Camflo Mine and the potential for finding a
deposit of sufficient size and grade to support a mine under a reasonably
predictable gold price was negligible. Consequently, Barrick Minerals has closed
4
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the mine. The Registrant will not receive any gold under the Gold Acquisition
Agreement beyond approximately 2,260 ounces (approximately $752,000 upon
receipt) received through March 1993.
In connection with the closure of the Camflo Mine, Barrick Minerals advised
the Registrant that it had evaluated various options to maximize the remaining
value of the assets at the Camflo Mine to the Registrant. In particular, Barrick
Minerals informed the Registrant in October 1992 that it contacted likely
candidates who might have been interested in purchasing the Camflo Mine
facilities for use in continuing operations and initially concluded that the
facilities were not saleable on such a basis. However, in 1993, the shares of
Barrick Minerals were sold (subject to assumption of all environmental
liabilities. See below.) Consequently, Barrick Minerals advised the Registrant
in October 1992 that the best alternative with respect to the Camflo Mine
facilities was to disassemble such facilities and realize any value from the
residual gold which might be found in the mill and related facilities and obtain
the salvage value of any usable equipment. The Micon Report concluded that upon
closure of the Camflo Mine the usable equipment would have a gross estimated
salvage value of Cdn. $450,000 (approximately U.S. $354,000 at September 30,
1992).
In addition to the Camflo Mine facilities, Barrick Minerals held certain
mining rights in respect of its operations of the Camflo Mine which extended to
the Registrant under the gold purchase agreements. Given the prospects for the
Camflo Mine, as confirmed in the Micon Report referred to above, Barrick
Minerals advised the Registrant in October 1992 that it had determined that such
mining rights had no value and, accordingly, Barrick Minerals commenced
operations to perform reclamation of the Camflo Mine and to ultimately abandon
such mining rights. Given the above, the prospects of the Registrant realizing
any value under the Camflo Security Agreements were negligible. In fact,
exercising the security interest might have resulted in the Registrant becoming
responsible for the reclamation costs of the Camflo Mine, which were estimated
by Micon in their report to be approximately Cdn. $2,250,000 (approximately U.S.
$1,770,000 at September 30, 1992).
After considering the foregoing, in January 1993 the General Partners
determined that it would be in the best interest of all the partners to
terminate the Camflo Gold Acquisition Agreement (including the Camflo Security
Agreements and all other security agreements entered into in connection
therewith), dissolve the Registrant and distribute the Registrant's remaining
assets to the limited partners. As a result of this decision, the financial
statements as of September 30, 1992 were adjusted to reflect the Registrant's
liquidation basis. The Managing General Partner, on behalf of the Registrant,
and Barrick Minerals reached an agreement (the ``Camflo Termination Agreement'')
whereby the Registrant released Barrick Minerals from its obligations under the
Camflo Gold Acquisition Agreement, the Camflo Security Agreements and all other
security agreements entered into in connection therewith in exchange for Barrick
Minerals paying to the Registrant $425,000, which represented an estimate of the
gross salvage value of the remaining assets of the Camflo Mine upon its closure
and the residual gold estimated to be recoverable from the mill, net of
extraction costs, when dismantled.
Barrick Minerals informed the Registrant that, subsequent to the date of the
determinations stated above, Barrick Minerals was approached by Richmont Mines
Inc. (``Richmont''), an unaffiliated third party, regarding the possibility of
Richmont acquiring the Camflo Mine's mill facilities, and that after a series of
negotiations which began in June 1993, agreement was reached with Richmont on
August 4, 1993 providing for the sale to it of all of the shares of Barrick
Minerals upon the finalization of the Camflo Termination Agreement. The
Registrant was informed by Barrick Minerals that Richmont plans to use the
Camflo's mill facilities to process an existing ore body owned by Richmont
located within a transportable distance. Richmont paid a nominal amount for all
of the shares of Barrick Minerals and assumed any and all reclamation
liabilities relating to the mill facilities. PB Minerals and Barrick Minerals
signed the Camflo Termination Agreement as of August 3, 1993. The termination of
the relevant agreements became effective on August 12, 1993 upon acknowledgment
of receipt by the Registrant of the $425,000 payment by Barrick Minerals.
In connection with the termination of the Registrant, in February 1993 the
Managing General Partner made certain amendments to the Partnership Agreement
effective October 1, 1992 so that the allocations made in connection with the
Registrant's liquidation would be respected by the Internal Revenue Service,
pursuant to regulations adopted by it after the organization of the Registrant.
These amendments had the effect of causing any losses incurred in connection
with the operations of the Registrant after September 30, 1992, as well as all
losses resulting from the termination of the agreements with Barrick Minerals,
the
5
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dissolution of the Registrant and the distribution of its assets, to be
allocated solely to the limited partners. In addition, the amendments cause all
distributions after September 30, 1992 to be made exclusively to the limited
partners. The amendments result in the allocation of losses to limited partners
which may be utilized to offset certain taxable income. Investors should consult
their personal tax advisors. (See Note B to the financial statements in the
Registrant's Annual Report to Unit Holders for the year ended September 30, 1994
(``Registrant's Annual Report'') which is filed as an exhibit hereto.)
Employees
The Registrant has no employees. Management and administrative services for
the Registrant are performed by Prudential-Bache Minerals and its affiliates
pursuant to the Partnership Agreement. Prudential-Bache Minerals may receive
compensation and reimbursement of expenses in connection with such activities as
described in section 10.1 of the Partnership Agreement. (See Notes C and E to
the financial statements in the Registrant's Annual Report which is filed as an
exhibit hereto.)
Partners' Obligations
The Partnership Agreement contains an apparent inconsistency in the
provisions regarding the General Partners' obligation to restore the deficits in
their capital accounts. Under the provision determined by the General Partners
to best reflect the business intent of the Partnership Agreement, the General
Partners are required to and will pay $408,600 upon the liquidation of the
Partnership. Under another provision, the restoration obligation would be
significantly greater.
Other Information
On October 21, 1993, an affiliate of the Managing General Partner, Prudential
Securities Incorporated (``PSI''), settled, without admitting or denying the
allegations contained therein, civil and administrative proceedings with the
Securities and Exchange Commission, the National Association of Securities
Dealers, Inc., and various state regulators. These proceedings concerned, among
other things, the sale by PSI of limited partnership interests, including
interests of the Partnership, during the period 1980 through 1990. The
settlement has no impact on the Registrant itself.
On October 27, 1994, PSI entered into cooperation and deferred prosecution
agreements (the ``Agreements'') with the Office of the United States Attorney
for the Southern District of New York (the ``U.S. Attorney''). The Agreements
resolved a grand jury investigation that had been conducted by the U.S. Attorney
into PSI's sale during the 1980's of the Prudential-Bache Energy Income Fund oil
and gas limited partnerships (the ``Income Funds''). In connection with the
Agreements, the U.S. Attorney filed a complaint charging PSI with a criminal
violation of the securities laws. In its request for a deferred prosecution, PSI
acknowledged to having made certain misstatements in connection with the sale of
the Income Funds. Pursuant to the Agreements, the U.S. Attorney will defer any
prosecution of the charge in the complaint for a period of three years, provided
that PSI complies with certain conditions during the three year period. These
include conditions that PSI not violate any criminal laws; that PSI contribute
an additional $330 million to a pre-existing settlement fund; that PSI cooperate
with the government in any future inquiries; and that PSI comply with various
compliance-related provisions. If, at the end of the three-year period, PSI has
complied with the terms of the Agreements, the U.S. Attorney will be barred from
prosecuting PSI on the charges set forth in the complaint. If, on the other
hand, during the course of the three-year period, PSI violates the terms of the
Agreements, the U.S. Attorney can elect to pursue such charges.
Item 2. Properties
None.
Item 3. Legal Proceedings
This information is incorporated by reference to Note F to the financial
statements in the Registrant's Annual Report which is filed as an exhibit
hereto.
Item 4. Submission of Matters to a Vote of Unit Holders
None.
6
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PART II
Item 5. Market for the Registrant's Depositary Units and Related Unit Holder
Matters
As of September 30, 1994, there were 2,967 holders of record owning 2,391,099
depositary units. The Registrant's depositary units were listed on the Boston
Stock Exchange (BSE) under the GCA symbol until September 30, 1994 when the
depositary units were delisted because the Registrant's assets no longer met
BSE's minimum requirements; however, the limited partnership interests
themselves were not listed. There is no established trading market for the
limited partnership interests, and there is no expectation that one will be
established in the future. The depositary units were also traded on the NASDAQ
over-the-counter reporting system until September 25, 1992 when the depositary
units were delisted because the Registrant's assets no longer met NASDAQ's
minimum required level of $2 million. The Registrant's depositary units can
still be traded in the over-the-counter market. The high and low bid price on
BSE and NASDAQ for each quarterly period in the two most recent fiscal years is
as follows:
<TABLE>
<S> <C> <C> <C> <C>
1994 1994 1993 1993
High Low High Low
-------- ------- -------- -------
1st quarter 9/16 3/16 9/16 1/64
2nd quarter 5/16 1/8 9/16 1/8
3rd quarter 13/50 3/16 3/4 1/4
4th quarter 5/16 3/16 3/4 3/16
</TABLE>
The above over-the-counter market quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may not represent actual
transactions.
As of September 30, 1994, there have not been any cash distributions. For the
fiscal year ended September 30, 1992, gold was distributed to the Unit Holders
as follows:
<TABLE>
<CAPTION>
Gold Distribution for Quarter
Ended Distribution Date Gold Per Unit in Ounces
- ------------------------------- --------------------- -----------------------
<S> <C> <C>
December 31,1991 February 28, 1992 .00075
March 31, 1992 May 29, 1992 .00072
June 30, 1992 August 31, 1992 .00057
September 30, 1992 November 30, 1992 .00057
</TABLE>
No gold has been distributed since November 30, 1992.
There are no material restrictions upon the Registrant's ability to make
distributions in accordance with the provisions of the Registrant's Partnership
Agreement or in the Partnership Agreement as amended. In 1992 distributions were
reduced to meet current and future working capital needs. For further
discussion, see Management's Discussion and Analysis of Financial Condition and
Results of Operations beginning on page 10 of the Registrant's Annual Report
which is filed as an exhibit hereto.
Item 6. Selected Financial Data
The following table presents selected financial data of the Registrant. This
data should be read in conjunction with the financial statements of the
Registrant and the notes thereto, incorporated by reference to the Registrant's
Annual Report which is filed as an exhibit hereto. The data presented for the
year ended September 30, 1992 include the effects of reporting on the
liquidation basis of accounting. (See Note B to the financial statements of the
Registrant's Annual Report which is filed as an exhibit hereto.)
<TABLE>
<CAPTION>
Year Ended September 30,
------------------------------------------------------------------
1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>
---------- ---------- ---------- ------------ ------------
Gold revenue N/A N/A $3,033,006 $ 3,240,559 $ 3,453,038
---------- ---------- ---------- ------------ ------------
---------- ---------- ---------- ------------ ------------
Adjustments to reflect liquidation
basis $ 8,136 $ 32,656 $ 939,339 -- --
---------- ---------- ---------- ------------ ------------
---------- ---------- ---------- ------------ ------------
Net loss N/A N/A $ (354,694)* $ (554,459) $(11,039,425)*
---------- ---------- ---------- ------------ ------------
---------- ---------- ---------- ------------ ------------
</TABLE>
7
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<TABLE>
<CAPTION>
Year Ended September 30,
------------------------------------------------------------------
1994 1993 1992 1991 1990
---------- ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Allocation of net loss:
Limited partners N/A N/A $ (326,318) $ (510,102) $(10,156,271)
---------- ---------- ---------- ------------ ------------
---------- ---------- ---------- ------------ ------------
General partners N/A N/A $ (28,376) $ (44,357) $ (883,154)
---------- ---------- ---------- ------------ ------------
---------- ---------- ---------- ------------ ------------
Net loss per limited partnership
unit N/A N/A $ (.14) $ (.21) $ (4.32)
---------- ---------- ---------- ------------ ------------
---------- ---------- ---------- ------------ ------------
Total assets $2,003,482 $2,013,986 $2,720,524* $ 5,200,554 $ 8,822,377*
---------- ---------- ---------- ------------ ------------
---------- ---------- ---------- ------------ ------------
Distribution of gold per unit in
ounces N/A .0006 .0028 .0032 .0032
---------- ---------- ---------- ------------ ------------
---------- ---------- ---------- ------------ ------------
</TABLE>
*Reflects writedowns of the Investment in Gold Contracts of $794,105 and
$10,178,874 for 1992 and 1990, respectively.
Item 7.Management's Discussion and Analysis of Financial Condition and Results
of Operations
This information is incorporated by reference to pages 10 through 12 of the
Registrant's Annual Report which is filed as an exhibit hereto.
Item 8. Financial Statements and Supplementary Data
The financial statements are incorporated by reference to pages 3 through 9
of the Registrant's Annual Report which is filed as an exhibit hereto.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
There are no directors or officers of the Registrant. The Registrant is
managed by the General Partners.
Under the securities laws of the United States, the General Partners'
directors, its executive officers, and any persons holding more than ten percent
of a class of its depositary units are required to report their initial
ownership of such depositary units and any subsequent changes in that ownership
to the Securities and Exchange Commission on Forms 3, 4 or 5. Executive
officers, directors and greater than ten percent depositary unit holders are
required by Securities and Exchange Commission regulations to furnish the
Partnership with copies of all Forms 3, 4 and 5 they file. Specific due dates
for these reports have been established, and the Partnership is required to
disclose any failure to file by these dates. All of these requirements were
satisfied. In making these disclosures, the Partnership has relied solely on
written representations of the General Partners' directors and executive
officers, unit holders and copies of the reports that they have filed with the
Securities and Exchange Commission during and with respect to its most recent
fiscal year.
Prudential-Bache Minerals Inc.
The directors and executive officers of Prudential-Bache Minerals Inc. and
their positions with Prudential-Bache Minerals Inc. are as follows:
<TABLE>
<CAPTION>
Name Position
<S> <C>
James M. Kelso President, Chairman of the Board of Directors and
Director
Barbara J. Brooks Vice President - Finance, Chief Financial Officer
and Treasurer
Frank W. Giordano Director
Nathalie P. Maio Director
</TABLE>
8
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JAMES M. KELSO, age 40, is the President, Chairman of the Board of Directors,
and Director of Prudential-Bache Minerals Inc. He is a Senior Vice President of
Prudential Securities Incorporated. Mr. Kelso also serves in various capacities
for other affiliated companies. Mr. Kelso joined Prudential Securities
Incorporated in July 1981. Prior to joining Prudential Securities Incorporated,
Mr. Kelso was with Arthur Andersen & Co. for three years in the regulated
industry division. Mr. Kelso is a certified public accountant.
BARBARA J. BROOKS, age 46, is the Vice President-Finance, Chief Financial
Officer, and Treasurer of Prudential-Bache Minerals Inc. She is a Senior Vice
President of Prudential Securities Incorporated. Ms. Brooks also serves in
various capacities for other affiliated companies. She has held several
positions within Prudential Securities Incorporated since 1983. Ms. Brooks is a
certified public accountant.
FRANK W. GIORDANO, age 52, is a Director of Prudential-Bache Minerals Inc. He
is a Senior Vice President of Prudential Securities Incorporated and General
Counsel of Prudential Mutual Fund Management. Mr. Giordano also serves in
various capacities for other affiliated companies. He has been with Prudential
Securities Incorporated since July 1967 and for more than five years prior to
July 1984 was a Deputy General Counsel.
NATHALIE P. MAIO, age 44, is a Director of Prudential-Bache Minerals Inc. She
is a Senior Vice President and Deputy General Counsel of Prudential Securities
Incorporated (``PSI'') and supervises virtually all the non-litigation legal
work for PSI, including all of the PSI Law Department's corporate and
marketing-review activity. She joined PSI's Law Department in 1983; presently,
she also serves in numerous capacities for other affiliated companies.
There are no family relationships among any of the foregoing directors or
officers. All of the foregoing officers and/or directors have indefinite terms.
Barrick Management Corporation
The directors and executive officers of Barrick Management Corporation and
their positions with Barrick Management Corporation are as follows:
<TABLE>
<S> <C>
Name Position
David H. Gilmour President and Director
Robert M. Smith Executive Vice President, Mining and Director
Gregory C. Wilkins Vice President, Chief Financial Officer, Treasurer,
Secretary and Director
</TABLE>
DAVID H. GILMOUR, age 63, has been President and Director of Barrick
Management Corporation from August 1984. He has been a Director of American
Barrick Resources Corporation since 1984.
ROBERT M. SMITH, age 62, has been Executive Vice President, Mining of Barrick
Management Corporation since August 1984 and Director from January 16, 1990. He
has been President and Chief Operating Officer of American Barrick Resources
Corporation since September 1987; prior to September 1987 he was Chief Operating
Officer of Barrick and prior to March 1987, he was Executive Vice-President,
Mining and Chief Operating Officer of Barrick.
GREGORY C. WILKINS, age 38, has been Vice President, Chief Financial Officer,
Treasurer, Secretary and Director since April 17, 1990. He was Executive Vice
President and Chief Financial Officer of American Barrick Resources Corporation
since April 1990 and was appointed Executive Director, Office of the Chairman,
in September 1993. From June 1987 to April 1990 he was Senior Vice President,
Finance of Barrick; prior to June 1987 he was Vice President and Controller of
Barrick.
There are no family relationships among any of the foregoing directors or
officers. All of the foregoing officers and/or directors have indefinite terms.
Item 11. Executive Compensation
The Registrant does not pay or accrue any fees, salaries or any other form of
compensation to directors and officers of the General Partners for their
services. Certain officers and directors of the General Partners receive
compensation from the General Partners and their affiliates, not from the
Registrant, for services
9
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performed for various affiliated entities, which may include services performed
for the Registrant; however, as discussed in Item 13 below, the Registrant may
compensate the General Partners and their affiliates for services provided on
behalf of the Registrant.
Item 12. Security Ownership of Certain Beneficial Owners and Management
No director or officer of the General Partners owns directly or beneficially
any interest in the voting securities of the General Partners.
As of September 30, 1994 no director or officer of the General Partners owns
directly or beneficially any of the depositary units issued by the Registrant.
As of September 30, 1994 Jack Russo beneficially owns 149,500 depositary
units of the Registrant which represents 6.25% of total depositary units as of
that date.
As of September 30, 1994 Barrick Management beneficially owns 52,049
depositary units of the Registrant at a cost of $1,000,000 which represents 2.2
percent of total depositary units as of that date.
<TABLE>
<CAPTION>
Title Name and Address of Amount and Nature of Percent of
of Class Beneficial Owner Beneficial Ownership Class
- ----------------------- ----------------------------------- ------------------------- ----------
<S> <C> <C> <C>
Depositary units Jack Russo 149,500 depositary units 6.25%
20 Sheppard Dr.
Montvale, NJ 07645
Depositary units Barrick Management Corporation 52,049 depositary units 2.2%
24 Hazelton Avenue
Toronto, Ontario, Canada M5R 2E2
</TABLE>
Item 13. Certain Relationships and Related Transactions
The Registrant has, and will continue to have, certain relationships with the
General Partners and their affiliates. However, there have been no direct
financial transactions between the Registrant and the directors or executive
officers of the General Partners.
Reference is made to Notes A, B, C and E to the financial statements in the
Registrant's Annual Report which is incorporated by reference and filed as an
exhibit hereto, which identify the related parties and discuss the services
provided by these parties, the amounts paid or payable for their services and
amendments to the Partnership Agreement affecting certain allocations among
partners.
10
<PAGE>
<PAGE>
PART IV
<TABLE>
Page
Number
-------
<S> <C> <C> <C>
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. Financial Statements and Independent Auditors' Report--Incorporated by
reference to the Registrant's Annual Report which is filed as an exhibit
hereto
Independent Auditors' Report 2
Financial Statements:
Statements of Net Assets (in process of liquidation)--September 30, 1994 and
1993 3
Statements of Changes in Net Assets (in process of liquidation)--Years ended
September 30, 1994 and 1993 3
Statement of Operations--Year ended September 30, 1992 4
Statement of Changes in Partners' Capital--Year ended September 30, 1992 4
Statement of Cash Flows--Year ended September 30, 1992 5
Notes to Financial Statements 6
2. Financial Statement Schedules--All schedules have been omitted because they
are not applicable or the required information is included in the financial
statements or the notes thereto.
3. Exhibits
Description:
3.1 The Registrant's Amended and Restated Partnership Agreement dated as of
November 21, 1984.*
4.1 Depositary Agreement dated as of November 27, 1984 by and between the
Registrant, Prudential-Bache Investor Services Corporation,
Prudential-Bache Minerals, Inc. and The Bank of New York.**
4.2 The Registrant's Amended and Restated Partnership Agreement dated as of
November 21, 1984 (filed as an exhibit to Registration Statement No.
2-92710 dated November 21, 1984 and incorporated herein by reference).
4.3 Amendment to Amended and Restated Partnership Agreement dated as of Feb-
ruary 12, 1993 (filed as an exhibit to the Registrant's Form 10-Q for
the quarter ended December 31, 1992 and incorporated herein by
reference).
4.4 Camflo Termination Agreement dated as of August 3, 1993 (filed as an
exhibit to the Registrant's Form 10-Q for the quarter ended June 30,
1993 and incorporated herein by reference).
10.1 Camflo Gold Purchase Agreement, Camflo Gold Purchase Security Agreement,
Camflo Gold Acquisition Agreement, Camflo Gold Acquisition Security
Agreement, all by and between the Registrant and Barrick Minerals
(Canada) Inc., and all dated as of December 31, 1984.**
10.2 Conflicts Resolution Agreement, dated January 2, 1985 by and between the
Registrant and Barrick Resources Corporation.***
</TABLE>
11
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
10.3 Agreement dated January 2, 1985 between Registrant and Barrick Minerals
(Canada) Inc. regarding the Royalty Agreement, specifically revision and
satisfaction of terms thereof.***
10.4 Assignment Agreement dated as of December 31, 1984 between Barrick
Minerals (Canada) Inc., as (``Assignor'') and the Registrant as Assignee
with respect to all proceeds under a Contract dated May 28, 1980 between
Barrick Resources Corporation and Malartic Hygrade Gold Mines (Canada)
Ltd. which has been assigned by Barrick Resources Corporation to
Assignor.***
10.5 Indemnity Agreement, dated January 2, 1985, regarding indemnification by
Barrick Resources Corporation of Registrant for any claims, demands,
costs, etc. with respect to the Camflo Assets.***
10.6 Pledge Agreement dated December 31, 1984 between Barrick Minerals
(Canada) Inc. and the Registrant regarding Debenture No. 1.***
10.7 Pledge Agreement dated December 31, 1984 between Barrick Minerals
(Canada) Inc. and the Registrant regarding Debenture No. 2.***
13.1 Annual Report to Unit Holders for the year ended September 30, 1994.****
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of the period
covered by this report.
</TABLE>
- --------------------------------------------------------------------------------
*Filed as an exhibit to Amendment No. 3 to Form S-1 Registration Statement
(No. 2-92710) and incorporated herein by reference.
**Filed as an exhibit to Registration Statement on Form 8-A and incorporated
herein by reference.
***Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year
ended September 30, 1985 and incorporated herein by reference.
****Filed herewith. (With the exception of the information and data incorporated
by reference in Items 3, 7 and 8 of this Annual Report on Form 10-K/A, no
other information or data appearing in the 1994 Annual Report to Limited
Partners is to be deemed filed as part of this report.)
12
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
GOLD COMPANY OF AMERICA
(The Prudential-Bache/Barrick Gold Acquisition Partnership, a California Limited
Partnership)
<TABLE>
<S> <C>
By: Prudential-Bache Minerals Inc.
A Delaware corporation, General Partner
By: /s/ Barbara J. Brooks Date: June , 1995
-----------------------------------------------------------------
Barbara J. Brooks
Vice President-Finance, Chief Financial Officer and Treasurer
By: Barrick Management Corporation
A Delaware corporation, General Partner
By: /s/ Gregory C. Wilkins Date: June , 1995
-----------------------------------------------------------------
Gregory C. Wilkins
Vice President, Chief Financial Officer,
Treasurer, Secretary and Director
</TABLE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities (with respect to the General Partners) and on
the dates indicated.
By Prudential-Bache Minerals Inc.
A Delaware corporation, General Partner
<TABLE>
<S> <C>
By: /s/ James M. Kelso Date: June , 1995
-----------------------------------------------------------------
James M. Kelso
President, Chairman of the Board of Directors and Director
(Principal Executive Officer)
By: /s/ Barbara J. Brooks Date: June , 1995
-----------------------------------------------------------------
Barbara J. Brooks
Vice President--Finance, Chief Financial Officer and Treasurer
By: /s/ Frank W. Giordano Date: June , 1995
-----------------------------------------------------------------
Frank W. Giordano
Director
By: /s/ Nathalie P. Maio Date: June , 1995
-----------------------------------------------------------------
Nathalie P. Maio
Director
</TABLE>
13
<PAGE>
<TABLE>
<S> <C>
By: Barrick Management Corporation
A Delaware corporation, General Partner
By: /s/ David H. Gilmour Date: June , 1995
-----------------------------------------------------------------
David H. Gilmour
President and Director
By: /s/ Robert M. Smith Date: June , 1995
-----------------------------------------------------------------
Robert M. Smith
Executive Vice President, Mining and Director
By: /s/ Gregory C. Wilkins Date: June , 1995
-----------------------------------------------------------------
Gregory C. Wilkins
Vice President, Chief Financial Officer,
Treasurer, Secretary and Director
</TABLE>
14
