As filed with the Securities and Exchange Commission on September 6, 1994
Registration No. 33-54245
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NEWMONT GOLD COMPANY
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
Delaware 1700 Lincoln Street 13-2526632
(State or other jurisdiction of) Denver, Colorado 80203 (I.R.S. Employer
incorporation or organization) (303) 863-7414 Identification No.)
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(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Timothy J. Schmitt, Esq.
Newmont Mining Corporation
1700 Lincoln Street
Denver, Colorado 80203
(303) 863-7414
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Maureen Brundage, Esq. Francis J. Morison, Esq.
White & Case Davis Polk & Wardwell
1155 Avenue of the Americas 450 Lexington Avenue
New York, New York 10036 New York, New York 10017
(212) 819-8200 (212) 450-4000
Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. ( )
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box.(x)
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
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NEWMONT GOLD COMPANY
Debt Securities
Newmont Gold Company (the "Company") may from time to time
offer its debt securities consisting of debentures, notes or other
unsecured evidences of indebtedness ("Debt Securities"). The Debt
Securities may be offered as separate series in amounts, at prices and
on terms to be determined at the time of sale and to be set forth in
supplements to this Prospectus. The Company may sell Debt Securities
to or through underwriters, and also may sell Debt Securities directly
to other purchasers or through agents. See "Plan of Distribution."
The terms of the Debt Securities, including, where
applicable, the specific designation, aggregate principal amount,
denominations (which may be in United States dollars, in any other
currency or in a composite currency), maturity, rate (which may be
fixed or variable) and time of payment of interest, if any, terms for
redemption or early repayment at the option of the Company or the
holder, terms for sinking or purchase fund payments, the initial public
offering price, the names of any underwriters or agents, the principal
amounts, if any, to be purchased by underwriters or agents and the
compensation, if any, of such underwriters or agents, the net proceeds
to the Company and the other terms in connection with the offering and
sale of the Debt Securities in respect of which this Prospectus is
being delivered, are set forth in the accompanying Prospectus
Supplement ("Prospectus Supplement").
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION,
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1994.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "1934 Act"), and,
in accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information
can be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the following regional
offices of the Commission: Seven World Trade Center, Suite 1300, New
York, New York 10048; Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material
can be obtained at prescribed rates by writing to the Commission,
Public Reference Section, 450 Fifth Street, N.W., Washington, D.C.
20549. Such material can also be inspected at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005 on
which exchange the common stock of the Company is listed.
This Prospectus constitutes part of a registration statement
filed by the Company with the Commission under the Securities Act of
1933, as amended (the "Act"). This Prospectus omits certain of the
information contained in the registration statement, and reference is
hereby made to the registration statement and to the exhibits relating
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thereto for further information with respect to the Company and the
Debt Securities offered hereby. Any statements contained herein
concerning the provisions of any document are not necessarily complete,
and, in each instance, reference is made to the copy of such document
filed as an exhibit to the registration statement or otherwise filed
with the Commission. Each such statement is qualified in its entirety
by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference in this
Prospectus the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993, the Company's Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1994 and June 30, 1994 and the
Company's Current Report on Form 8-K dated April 5, 1994, which have
been filed with the Commission. All documents filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after
the date of this Prospectus and prior to the termination of the
offering of the Debt Securities offered hereby shall be deemed to
be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement
contained herein or in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person,
including beneficial owners, to whom a copy of this Prospectus has been
delivered, on the request of any such person, a copy of any or all of
the documents referred to above which have been or may be incorporated
in this Prospectus by reference, other than exhibits to such documents
(unless such exhibits are specifically incorporated by reference into
such documents). Request for such copies should be directed to the
Office of the Secretary, Newmont Gold Company, 1700 Lincoln Street,
Denver, Colorado 80203, telephone: (303) 863-7414.
THE COMPANY
Newmont Gold Company (the "Company") is a worldwide Company
engaged in gold production, exploration for gold and acquisition of
gold properties. Newmont Gold's largest stockholder, Newmont Mining
Corporation, owns approximately 89.22% of the outstanding common shares
and 100% of the preferred shares of the Company.
Based on 1993 production as set forth in published reports,
the Company is the largest producer of gold from North American
operations. The Company produces gold on the Carlin Trend in Nevada.
The Company also produces gold through a 38% owned joint venture in
Peru, which commenced operations in August 1993. The Company
additionally has a 50% owned joint venture in Uzbekistan and an 80%
owned joint venture in Indonesia, both of which are scheduled to
commence gold production in 1995. The Company also owns 100% of
Newmont Exploration Limited ("NEL"), which, together with various other
affiliates, explore worldwide for gold. Management believes that its
1994 exploration and development budget is one of the largest in the
minerals industry based on published information.
<PAGE>
Newmont Gold, incorporated under the laws of Delaware,
maintains its principal executive offices at 1700 Lincoln Street,
Denver, Colorado 80203 (telephone: 303-863-7414).
RATIO OF EARNINGS TO FIXED CHARGES
Presented herein, are the ratios of earnings to fixed charges
for the Company for the six months ended June 30, 1994, and for the
Company's parent, Newmont Mining Corporation ("Newmont Mining"), for
the five years ended December 31, 1993. Effective January 1, 1994, the
Company acquired substantially all the assets and assumed substantially
all the liabilities of Newmont Mining. As a result, the Company's
capital structure is essentially the same as Newmont Mining's. In that
the Company's financial results had been fully consolidated into
Newmont Mining's and the Company's capital structure is now essentially
that of Newmont Mining, management believes that Newmont Mining's
historical consolidated ratio of earnings to fixed charges for the five
years ended December 31, 1993 is more relevant than the Company's and
thus they are presented herein. They represent essentially what the
Company's ratios would have been had it acquired Newmont Mining's
assets and assumed its liabilities at the beginning of 1989. The last
year the Company itself had significant fixed charges was 1989, and the
ratio of earnings to fixed charges for that year was 11.6.
The ratio of earnings to fixed charges for the Company was
1.2 for the six months ended June 30, 1994. The ratio of earnings
to fixed charges for Newmont Mining was 6.3, 6.5, 10.3, 6.6 and 2.2 for
the years ended December 31, 1993, 1992, 1991, 1990 and 1989,
respectively. The ratio of earnings to fixed charges was calculated
based on information from the Company's and Newmont Mining's books and
records. In computing the ratio of earnings to fixed charges,
"earnings" consists of income from continuing operations before
provision for income taxes and extraordinary items with adjustments for
interest expense (excluding capitalized interest), the amortization of
previously capitalized interest, minority interests of subsidiaries
with fixed charges and undistributed income of less than fifty percent
owned affiliates. "Fixed charges" consists of interest expense
(including amortization of debt issuance expense), capitalized interest
and one-third of rental expense (which the Company believes is a
reasonable approximation of the interest factor of such rental
expense). The Company guarantees certain third party debt which had
total interest obligations of $0.4 million, $0.8 million, $3.3 million,
$4.0 million, $4.5 million and $5.0 million for the six months ended
June 30, 1994 and the years ended December 31, 1993, 1992, 1991, 1990
and 1989, respectively. The Company and Newmont Mining have not been
required to pay any of these amounts, nor does the Company expect to
have to pay any amounts; therefore, such amounts have not been
included in the ratio of earnings to fixed charges.
USE OF PROCEEDS
The net proceeds to the Company from the sale of the Debt
Securities will be used for general corporate purposes unless otherwise
set forth in the Prospectus Supplement.
DESCRIPTION OF DEBT SECURITIES
General
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The Debt Securities offered hereby will be issuable in one or
more series under an Indenture, dated as of , 1994 (the
"Indenture"), between the Company and The Bank of New York, as Trustee
(the "Trustee"). The following statements are subject to the detailed
provisions of the Trust Indenture Act of 1939, as amended ("TIA"), and
the Indenture, the form of which is filed as an exhibit to the
Registration Statement of which this Prospectus forms a part. Wherever
references are made to particular provisions of the Indenture or terms
defined therein are referred to, such provisions or definitions are
incorporated by reference as part of the statements made, and such
statements are qualified in their entirety by such references.
The aggregate principal amount of Debt Securities which can
be issued under the Indenture is unlimited. Except as otherwise
provided in the Prospectus Supplement relating to a particular series
of Debt Securities, the Indenture does not limit the amount of other
debt, secured or unsecured, which may be issued by the Company. The
Debt Securities may be issued in one or more series, as may be
authorized from time to time by the Company. (Section 2.5)
Reference is made to the Prospectus Supplement relating to
the particular series of Debt Securities offered hereby (the "Offered
Debt Securities") for the following terms, where applicable, of the
Offered Debt Securities: (1) the designation, the aggregate principal
amount and the authorized denominations of the Offered Debt Securities;
(2) the percentage of principal amount at which the Offered Debt
Securities will be issued; (3) the currency or currencies in which the
principal of and interest, if any, on the Offered Debt Securities will
be payable; (4) the date or dates on which the Offered Debt Securities
will mature; (5) the rate or rates at which the Offered Debt Securities
will bear interest, if any, or the method by which such rate or rates
will be determined; (6) the dates on which and places at which such
interest, if any, will be payable; (7) the terms of any mandatory or
optional repayment or redemption (including any sinking fund); (8) any
index used to determine the amount of payments of principal of and/or
interest, if any, on such Offered Debt Securities; (9) the payment of
any additional amounts with respect to the Offered Debt Securities;
(10) whether any Offered Debt Securities will be issued as discounted
Debt Securities; and (11) any other terms of the Offered Debt
Securities. The Indenture provides that Debt Securities of a single
series may be issued at various times, with different maturity dates
and redemption and repayment provisions, if any, and may bear interest
at different rates. (Section 2.5) Interest, if any, on the Offered
Debt Securities is to be payable to the persons, and in the manner,
specified in the Prospectus Supplement relating to such Offered Debt
Securities.
The Debt Securities will be unsecured, unsubordinated
indebtedness of the Company and will rank on a parity with all other
unsecured and unsubordinated indebtedness of the Company.
Some of the Debt Securities may be issued as discounted Debt
Securities (bearing no interest or interest at a rate which at the time
of issuance is below market rates) to be sold at a substantial discount
below their stated principal amount. Federal income tax consequences
and other special considerations applicable to any such discounted Debt
Securities will be described in the Prospectus Supplement relating
thereto.
The Prospectus Supplement for a particular series may
indicate terms for redemption at the option of a holder. Unless
otherwise indicated in the Prospectus Supplement, the covenants
contained in the Indenture and the Debt Securities would not provide
<PAGE>
for redemption at the option of a holder nor necessarily afford Holders
protection in the event of a highly leveraged or other transaction that
may adversely affect holders.
Global Notes, Delivery and Form
If so provided in the Prospectus Supplement accompanying this
Prospectus, the Debt Securities may be issued in the form of one or
more fully registered Global Notes that will be deposited with, or on
behalf of, The Depository Trust Company, New York, New York (the
"Depository") and registered in the name of the Depository's nominee.
The Depository currently limits the maximum denomination of any single
Global Note to $150,000,000. Unless otherwise provided in the
Prospectus Supplement, "Global Note" refers to the Global Note or
Global Notes representing an entire issue of Debt Securities. The
information in this section concerning the Depository and its book-
entry system has been obtained from the Depository. The Company takes
no responsibility for the accuracy thereof.
Except as set forth below, a Global Note may be transferred
in whole and not in part, only to another nominee of the Depository or
to a successor of the Depository or its nominee.
The Depository has advised that it is a limited-purpose trust
company organized under the New York Banking Law, a "banking
organization" within the meaning of the New York Banking Law, a member
of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange
Act. The Depository holds securities for its participating
organizations (collectively, the "Participants") and facilitates the
clearance and settlement of transactions in such securities between
Participants through electronic book-entry changes in accounts of its
Participants, thereby eliminating the need for physical movement of
securities certificates. Participants include securities brokers and
dealers, banks and trust companies, clearing corporations and certain
other organizations. Access to the Depository's system is also
available to other such banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly (collectively, the "indirect
participants"). Persons who are not Participants may beneficially own
securities held by or on behalf of the Depository only through
Participants or indirect participants. The Rules applicable to the
Depository and its Participants are on file with the Commission.
The Depository also has advised that pursuant to procedures
established by it (i) upon delivery to the Depository of a Global Note,
the Depository will credit the accounts of Participants designated by
the Underwriter or Underwriters, if any, with the principal amount of
the Debt Securities purchased by such Underwriter or Underwriters, and
(ii) ownership of beneficial interests in a Global Note will be shown
on, and the transfer of the ownership thereof will be effected only
through, records maintained by the Depository (with respect to
Participants), the Participants (with respect to indirect participants
and certain beneficial owners) and the indirect participants (with
respect to all other beneficial owners). The laws of some states
require that certain persons take physical delivery in definitive form
of securities which they own. Consequently, the ability to transfer
beneficial interests in a Global Note is limited to such extent.
So long as a nominee of the Depository is the registered
owner of a Global Note, such nominee for all purposes will be
<PAGE>
considered the sole owner or holder of such Debt Securities under the
Indenture. Except as provided below, owners of beneficial interests in
a Global Note will not be entitled to have Debt Securities registered
in their names, will not receive or be entitled to receive physical
delivery of Debt Securities in definitive form, and will not be
considered the owners or holders thereof under the Indenture for any
purpose, including with respect to the giving of any directions,
instructions or approval to the Trustee thereunder. However, the
Depository has advised that pursuant to its customary practice with
respect to the giving of consents and votes, it will deliver an omnibus
proxy to the Trustee assigning the related holder's voting rights to
the Participant to whose account the Debt Securities are credited on
the record date, attached to which proxy will be a list of
Participants' positions in the relevant security as of the record date
for a consent or vote.
Neither the Company, the Trustee, any paying agent nor any
registrar of the Debt Securities will have any responsibility or
liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests in a Global Note, or for
maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.
Principal and interest payments on the Debt Securities
registered in the name of the Depository's nominee will be made in
immediately available funds to the Depository's nominee as the
registered owner of the Global Note. Under the terms of the Indenture,
the Company and the Trustee will treat the persons in whose names the
Debt Securities are registered as the owners of such Debt Securities
for the purpose of receiving payment of principal and interest on such
Debt Securities and for all other purposes whatsoever. Therefore,
neither the Company, the Trustee nor any payment agent has or will have
any responsibility or liability for the payment of principal or
interest on the Debt Securities to owners of beneficial interests in a
Global Note or for any other matter with respect to such owners.
The Depository has advised the Company and the Trustee that
its current practice is, upon receipt of any payment of principal or
interest, to immediately credit the accounts of the Participants with
such payment in amounts proportionate to their respective holdings in
principal amount of beneficial interests in a Global Note as shown in
the records of the Depository unless the Depository has reason to
believe that it will not receive payment on payable date. The
Depository's current practice is to credit such accounts, as to
interest, in next-day funds and, as to principal, in same-day funds.
Payments by Participants and indirect participants to owners of
beneficial interests in a Global Note will be governed by standing
instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or regis-
tered in "street name," and will be the responsibility of the
Participants or indirect participants and not of the Depository, the
Company or the Underwriter or Underwriters, if any, subject to any
statutory or regulatory requirement as may be in effect from time to
time.
Although the Depository has agreed to the foregoing
procedures in order to facilitate transfers of beneficial interests in
a Global Note between Participants, it is under no obligation to
perform or continue to perform such procedures and such procedures may
be discontinued at any time. If one or more Global Notes are
outstanding and if the Depository is at any time unwilling or unable to
continue as depository and a successor depository is not appointed by
the Company within 90 days, the Company will issue Debt Securities in
<PAGE>
definitive form in exchange for a Global Note. In addition, the
Company may at any time determine not to have the Debt Securities
represented by a Global Note and, in such event, will issue Debt
Securities in definitive form in exchange for a Global Note. In either
instance, an owner of a beneficial interest in a Global Note will be
entitled to have Debt Securities equal in principal amount to such
beneficial interest registered in its name and will be entitled to
physical delivery of such Debt Securities in definitive form. Debt
Securities so issued in definitive form will be issued in denominations
of $1,000 and integral multiples thereof, in registered form only,
without coupons, and the Company will maintain in the Borough of
Manhattan, the City of New York, one or more offices or agencies where
such Notes may be presented for payment and may be transferred or
exchanged. No service charge will be made for any transfer or exchange
of such Global Notes, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge or payment in
connection therewith.
Same-Day Settlement in respect of Global Notes
Secondary trading in definitive long-term notes and
debentures of corporate issuers is generally settled in clearing-house
or next-day funds. In contrast, Global Notes held by the Depository
will trade in the Depository's Same-Day Funds Settlement System until
maturity, and secondary market trading activity in such Notes will
therefore be required by the Depository to settle in immediately
available funds. No assurance can be given as to the effect, if any,
of settlement in immediately available funds on trading activity in
such Notes.
Certain Covenants
Certain Definitions Applicable to Covenants. "Attributable
Debt" shall mean, as to any particular lease under which the Company is
at the time liable, at any date as of which the amount thereof is to be
determined, the total net amount of rent required to be paid by the
Company under such lease during the remaining term thereof, discounted
from the respective due dates thereof to such date at the rate of
interest per annum implicit in the terms of such lease (as determined
by any two of the following: the chairman, the vice chairman, the
president, any vice president, the treasurer, the controller or the
secretary of the Company) compounded semiannually. The net amount of
rent required to be paid under any such lease for any such period shall
be the amount of the rent payable by the lessee with respect to such
period, after excluding amounts required to be paid on account of
maintenance and repairs, insurance, taxes, assessments, water rates and
similar charges. In the case of any lease which is terminable by the
lessee upon the payment of a penalty, such net amount shall also
include the amount of such penalty, but no rent shall be considered as
required to be paid under such lease subsequent to the first date upon
which it may be so terminated.
"Consolidated Net Tangible Assets" shall mean the aggregate
amount of assets (less applicable reserves and other properly
deductible items) after deducting therefrom (i) all current liabilities
(excluding any thereof which are by their terms extendible or renewable
at the option of the obligor thereon to a time more than 12 months
after the time as of which the amount thereof is being computed and
excluding current maturities of long-term indebtedness and capital
lease obligations) and (ii) all goodwill, all as shown in the most
recent consolidated balance sheet of the Company and its Subsidiaries
computed in accordance with generally accepted accounting principles.
<PAGE>
"Funded Debt" shall mean all indebtedness for money borrowed
having a maturity of more than 12 months from the date as of which the
amount thereof is to be determined or having a maturity of less than 12
months but by its terms being renewable or extendible beyond 12 months
from such date at the option of the borrower.
"Principal Property" shall mean any mine, together with any
fixtures comprising a part thereof, and any plant or other facility,
together with any land upon which such plant or other facility is
erected and fixtures comprising a part thereof, used primarily for
mining or processing, in each case located in the United States of
America and the net book value of which on the date as of which the
determination is being made exceeds 5% of Consolidated Net Tangible
Assets; provided, however, that Principal Property shall not include
(i) any mine, plant or facility which, in the opinion of the Board of
Directors of the Company, is not of material importance to the total
business conducted by the Company and its Subsidiaries as an entirety
or (ii) any portion of a particular mine, plant or facility which, in
the opinion of the Company, is not of material importance to the use or
operation of such mine, plant or facility.
"Restricted Subsidiary" shall mean any Subsidiary (i)
substantially all of the property of which is located, or substantially
all of the business of which is carried on, within the United States of
America and (ii) which owns a Principal Property; provided, however,
that Restricted Subsidiary shall not include any Subsidiary the primary
business of which consists of financing operations in connection with
leasing and conditional sales transactions on behalf of the Company and
its Subsidiaries, and/or purchasing accounts receivable and/or making
loans secured by accounts receivable or inventory, or which is
otherwise primarily engaged in the business of a finance company.
"Subsidiary" shall mean any corporation of which at least a
majority of the outstanding stock having by the terms thereof ordinary
voting power for the election of directors of such corporation
(irrespective of whether or not at the time stock of any other class or
classes of such corporation shall have or might have voting power by
reason of the happening of any contingency) is at the time directly or
indirectly owned by the Company, or by one or more other Subsidiaries,
or by the Company and one or more other Subsidiaries. (Section 1.1)
Limitation on Liens. For the benefit of each series of Debt
Securities issued under the Indenture, the Company will not, nor will
it permit any Restricted Subsidiary to, incur, issue, assume or
guarantee any indebtedness for money borrowed or any other indebtedness
evidenced by notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed (hereinafter called "Debt") if such
Debt is secured by pledge of, or mortgage, deed of trust or other lien
on any Principal Property owned by the Company or any Restricted
Subsidiary, or any shares of stock or Debt of any Restricted Subsidiary
(such pledges, mortgages, deeds of trust and other liens being
hereinafter called "Mortgage" or "Mortgages"), without effectively pro-
viding that the Debt Securities of all series (together with, if the
Company shall so determine, any other Debt of the Company or such
Restricted Subsidiary then existing or thereafter created which is not
subordinate to the Debt Securities) shall be secured equally and
ratably with (or prior to) such secured Debt, so long as such secured
Debt shall be so secured, unless, after giving effect thereto, the
aggregate principal amount of all such secured Debt which would
otherwise be prohibited, plus all Attributable Debt of the Company and
its Restricted Subsidiaries in respect of sale and leaseback
transactions (as defined below) which would otherwise be prohibited by
the covenant limiting sale and leaseback transactions described below
<PAGE>
would not exceed the sum of 10% of Consolidated Net Tangible Assets;
provided, however, that these restrictions shall not apply to, and
there shall be excluded from secured Debt in any computation under
these restrictions, Debt secured by: (i) Mortgages on property of, or
on any shares of stock or Debt of, any corporation existing at the time
such corporation becomes a Restricted Subsidiary; (ii) Mortgages to
secure indebtedness of any Restricted Subsidiary to the Company or to
another Restricted Subsidiary; (iii) Mortgages for taxes, assessments
or governmental charges or levies in each case (a) not then due and
delinquent or (b) the validity of which is being contested in good
faith by appropriate proceedings, and materialmen's, mechanics',
carriers', workmen's, repairman's, landlord's or other like Mortgages,
or deposits to obtain the release of such Mortgages; (iv) Mortgages
arising under an order of attachment or distraint or similar legal
process so long as the execution or enforcement thereof is effectively
stayed and the claims secured thereby are being contested in good
faith; (v) Mortgages to secure public or statutory obligations or to
secure payment of workmen's compensation or to secure performance in
connection with tenders, leases of real property, bids or contracts or
to secure (or in lieu of) surety or appeal bonds and Mortgages made in
the ordinary course of business for similar purposes; (vi) Mortgages in
favor of the United States of America or any State thereof, or any
department, agency or instrumentality or political subdivision of the
United States of America or any State thereof, or in favor of any other
country, or any political subdivision thereof, to secure partial,
progress, advance or other payments pursuant to any contract or statute
(including Debt of the Pollution Control or Industrial Revenue Bond
type) or to secure any indebtedness incurred for the purpose of
financing all or any part of the purchase price or the cost of
construction of the property subject to such Mortgages; (vii) Mortgages
on property (including any lease which should be capitalized on the
lessee's balance sheet in accordance with generally accepted accounting
principles), shares of stock or Debt existing at the time of
acquisition of such property by the Company or the Restricted
Subsidiary (including acquisition through merger or consolidation or
through purchase, transfer of the properties of a corporation as an
entirety or substantially as an entirety) or to secure the payment of
all or any part of the purchase price or construction cost or
improvement cost thereof or to secure any Debt incurred prior to, at
the time of, or within one year after, the acquisition of such property
or shares or Debt or the completion of any such construction (including
any improvements on an existing property) or the commencement of
commercial operation of such property, whichever is later, for the
purpose of financing all or any part of the purchase price or
construction cost thereof; (viii) Mortgages existing at the date of the
Indenture; and (ix) any extension, renewal or replacement (or
successive extensions, renewals or replacements), as a whole or in
part, of any Mortgage referred to in the foregoing clauses (i) to
(viii), inclusive; provided, however, that (a) such extension, renewal
or replacement Mortgage shall be limited to all or a part of the same
property, shares of stock or Debt that secured the Mortgage extended,
renewed or replaced (plus improvements on such property) and (b) the
Debt secured by such Mortgage at such time is not increased; and
provided further, that these restrictions shall not apply to (i) any
gold-based loan or forward sale arrangement and (ii) Mortgages on
property owned or leased by the Company or any Restricted Subsidiary or
in which the Company or any Restricted Subsidiary owns an interest to
secure the Company's or a Restricted Subsidiary's proportionate share
of any payments required to be made to any Person incurring the expense
of developing, exploring, or conducting operations for the recovery,
processing or sale of the mineral resources of such owned or leased
property, and any such loan, arrangement or payment referred to in
clauses (i) and (ii) of this proviso shall not be deemed to constitute
<PAGE>
secured Debt and, shall not be included in any computation under these
restrictions. (Section 3.4)
Limitation on Sales and Leasebacks. For the benefit of each
series of Debt Securities issued under the Indenture, the Company will
not, nor will it permit any Restricted Subsidiary to, enter into any
arrangement with any bank, insurance company or other lender or
investor (not including the Company or any Restricted Subsidiary), or
to which any such lender or investor is party, providing for the
leasing by the Company or any such Restricted Subsidiary for a period,
including renewals, in excess of three years, of any Principal Property
owned by the Company or such Restricted Subsidiary which has been or is
to be sold or transferred more than 270 days after the acquisition
thereof or after the completion of construction and commencement of
full operation thereof, by the Company or any such Restricted
Subsidiary to such lender or investor or to any person to whom funds
have been or are to be advanced by such lender or investor on the
security of such Principal Property (herein referred to as a "sale and
leaseback transaction") unless either: (i) the Company or such
Restricted Subsidiary could create Debt secured by a Mortgage on the
Principal Property to be leased back in an amount equal to the
Attributable Debt with respect to such sale and leaseback transaction
without equally and ratably securing the Debt Securities of all series
pursuant to the provisions of the covenant on limitation on liens
described above (which provisions include the exceptions set forth in
clauses (i) through (ix) of such covenant) or (ii) the Company, within
180 days after the sale or transfer shall have been made by the Company
or by any such Restricted Subsidiary, applies an amount equal to the
greater of (a) the net proceeds of the sale of the Principal Property
sold and leased back pursuant to such arrangement or (b) the fair
market value of the Principal Property so sold and leased back at the
time of entering into such arrangement (as determined by any two of the
following: the chairman, the vice chairman, the president, any vice
president, the treasurer, the controller or the secretary of the
Company) to (x) the purchase of property, facilities or equipment
(other than the property, facilities or equipment involved in such
sale) having a value at least equal to the net proceeds of such sale or
(y) the retirement of Funded Debt of the Company or any Restricted
Subsidiary; provided, however, that the amount required to be applied
to the retirement of Funded Debt of the Company shall be reduced by
(a) the principal amount of any Debt Securities of any series (or, if
the Debt Securities of any series are original issue discount Debt
Securities, such portion of the principal amount as may be due and
payable with respect to such series pursuant to a declaration in
accordance with Section 4.1 of the Indenture or if the Debt Securities
of any series provide that an amount other than the face thereof will
or may be payable upon the maturity thereof or a declaration of accel-
eration of the maturity thereof, such amount as may be due and payable
with respect to such securities pursuant to a declaration in accordance
with Section 4.1 of the Indenture) delivered within 180 days after such
sale or transfer to the Trustee for retirement and cancellation and
(b) the principal amount of Funded Debt, other than the Debt Securities
of any series, voluntarily retired by the Company within 180 days after
such sale or transfer. Notwithstanding the foregoing, no retirement
referred to in this clause (ii) may be effected by payment at maturity
or pursuant to any mandatory sinking fund payment or any mandatory
prepayment provision. (Section 3.5)
Consolidation, Merger, Sale, Conveyance and Lease. The Indenture
permits the Company to consolidate or merge with or into any other
entity or entities, or to sell, convey or lease all or substantially
all of its property to any other entity; provided, however, (i) that
the person (if other than the Company) formed by such consolidation, or
<PAGE>
into which the Company is merged or which acquires or leases
substantially all of the property of the Company, expressly assumes the
Company's obligations on the Debt Securities and under the Indenture
and (ii) that the Company or such successor entity shall not
immediately after such consolidation or merger, or such sale,
conveyance or lease, be in default in the performance of any covenant
or condition of the Indenture. (Article Eight)
Events of Default, Waiver and Notice
As to any series of Debt Securities, an Event of Default is
defined in the Indenture as (a) default in the payment of any
installment of interest, if any, on the Debt Securities of such series
and the continuance of such default for a period of 30 days;
(b) default in the payment of the principal of (and premium, if any,
on) any of the Debt Securities of such series when due, whether at
maturity, upon redemption, by declaration or otherwise; (c) default in
the payment of a sinking fund installment, if any, on the Debt
Securities of such series; (d) default by the Company in the
performance of any other covenant or agreement contained in the
Indenture for the benefit of such series and the continuance of such
default for a period of 90 days after written notice as provided in the
Indenture; (e) certain events of bankruptcy, insolvency and
reorganization of the Company; and (f) any other Event of Default
established with respect to Debt Securities of that series. (Sections
2.5 and 4.1)
The Trustee shall, within 90 days after the occurrence of a
default with respect to Debt Securities of any series, give all holders
of Debt Securities of such series then outstanding notice of all
uncured defaults known to it (the term default to mean the event
specified above without grace periods); provided that, except in the
case of a default in the payment of principal (and premium, if any) or
interest, if any, on any Debt Security of any series, or in the payment
of any sinking fund installment with respect to Debt Securities of any
series, the Trustee shall be protected in withholding such notice if it
in good faith determines that the withholding of such notice is in the
interest of all holders of Debt Securities of such series then
outstanding. (TIA)
The Indenture provides that if an Event of Default with
respect to Debt Securities of any series at the time outstanding shall
occur and be continuing, either the Trustee or the holders of at least
25% in aggregate principal amount (calculated as provided in the
Indenture) of the Debt Securities of such series then outstanding may
declare the principal (or, in the case of original issue discount Debt
Securities, the portion thereof as may be specified in the Prospectus
Supplement relating to such series) of the Debt Securities of such
series and the interest accrued thereon, if any, to be due and payable
immediately. (Section 4.1)
Upon certain conditions such declarations may be annulled and
past defaults (except for defaults in the payment of principal (or
premium, if any) or interest, if any, on such Debt Securities not
theretofore cured) may be waived by the holders of not less than a
majority in aggregate principal amount (calculated as provided in the
Indenture) of the Debt Securities of such series then outstanding.
(Section 4.9)
The TIA requires that the Company file with the Trustee
annually a written statement as to the presence or absence of certain
defaults under the terms of the Indenture. (TIA)
<PAGE>
The Indenture provides that, if a default or an Event of
Default shall have occurred and be continuing, the holders of not less
than a majority in aggregate principal amount (calculated as provided
in the Indenture) of the Debt Securities of such affected series then
outstanding (with each such series voting separately as a class) shall
have the right to direct the time, method and place of conducting any
proceeding or remedy available to the Trustee, or exercising any trust
of power conferred on the Trustee by the Indenture with respect to Debt
Securities of such series. (Section 4.8)
The Indenture provides that the Trustee shall be under no
obligation to exercise any of the rights or powers vested in it by the
Indenture at the direction of the holders of Debt Securities unless
such holders shall have offered to the Trustee reasonable security or
indemnity against expenses and liabilities. (Section 5.1(d))
Defeasance
Defeasance and Discharge. The Indenture provides that the
Company will be discharged from any and all obligations in respect of
the Debt Securities of any series (except for certain obligations to
register the transfer or exchange of Debt Securities of such series, to
replace stolen, lost or mutilated Debt Securities of such series, to
maintain paying agencies and to hold monies for payment in trust) upon
the deposit with the Trustee, in trust, of money and/or U.S. Government
Obligations (as defined in the Indenture) which through the payment of
interest and principal in respect thereof in accordance with their
terms will provide money in an amount sufficient to pay the principal
of and each installment of interest on the Debt Securities of such
series on the stated maturity of such payments in accordance with the
terms of the Indenture and the Debt Securities of such series.
(Sections 9.6 and 9.8) Such a trust may only be established if, among
other things, the Company delivers to the Trustee an opinion of counsel
(who may be counsel to the Company) stating that either (i) the Company
has received from, or there has been published by, the Internal Revenue
Service a ruling or (ii) since the date of the Indenture there has been
a change in the applicable Federal income tax law, to the effect that
holders of the Debt Securities of such series will not recognize
income, gain or loss for Federal income tax purposes as a result of
such defeasance and will be subject to Federal income tax on the same
amount and in the same manner and at the same times, as would have been
the case if such defeasance had not occurred. (Section 9.8)
Defeasance of Certain Covenants and Certain Events of
Default. The Indenture provides that the Company may omit to comply
with the covenants regarding limitations on sale and leaseback
transactions and limitations on liens described above and Section
4.1(d) of the Indenture (described in clause (d) under the caption
"Events of Default" above), which noncompliance shall not be deemed to
be an Event of Default under the Indenture and the Debt Securities of a
series, upon the deposit with the Trustee, in trust, of money and/or
U.S. Government Obligations which through the payment of interest and
principal in respect thereof in accordance with their terms will
provide money in an amount sufficient to pay the principal of and each
installment of interest on the Debt Securities of such series on the
stated maturity of such payments in accordance with the terms of the
Indenture and the Debt Securities of such series. The obligations of
the Company under the Indenture and the Debt Securities of such series,
other than with respect to the covenants referred to above, and the
Events of Default, other than the Event of Default referred to above,
shall remain in full force and effect. (Sections 9.7 and 9.8) Such a
trust may only be established if, among other things, the Company has
delivered to the Trustee an opinion of counsel (who may be counsel to
<PAGE>
the Company) to the effect that the holders of the Debt Securities of
such series will not recognize income, gain, or loss for Federal income
tax purposes as a result of such defeasance of certain covenants and
Events of Default and will be subject to Federal income tax on the same
amounts and in the same manner and at the same times, as would have
been the case if such deposit and defeasance had not occurred.
(Section 9.8)
In the event the Company exercises its option to omit
compliance with certain covenants of the Indenture with respect to the
Debt Securities of a series as described in the preceding paragraph and
the Debt Securities of such series are declared due and payable because
of the occurrence of any Event of Default other than an Event of
Default described in clause (d) under the caption "Events of Default"
above, the amount of money and U.S. Government Obligations on deposit
with the Trustee will be sufficient to pay amounts due on the Debt
Securities of such series at the time of their stated maturity but may
not be sufficient to pay amounts due on the Debt Securities of such
series at the time of the acceleration resulting from such Event of
Default.
Modification of the Indenture
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of not less than a
majority in aggregate principal amount (calculated as provided in the
Indenture) of the outstanding Debt Securities of all series affected by
such modification (all such series voting as a single class), to modify
the Indenture or any supplemental indenture or the rights of the
holders of the Debt Securities; provided that no such modification
shall (i) extend the fixed maturity of any Debt Security, or reduce the
principal or premium amount thereof, or reduce the rate or extend the
time of payment of interest, if any, thereon, or make the principal
amount thereof or interest or premium, if any, thereon payable in any
coin or currency other than that provided in the Debt Security, or
reduce the portion of the principal amount of an original issue
discount Debt Security (or a Debt Security that provides that an amount
other than the face amount thereof will or may be payable upon a
declaration of acceleration of the maturity thereof) due and payable
upon acceleration of the maturity thereof or the portion of the
principal amount thereof provable in bankruptcy, or reduce any amount
payable upon redemption of any Debt Security, or reduce the overdue
rate thereof, or impair, if the Debt Securities provide therefor, any
right of repayment at the option of the holder of a Debt Security,
without the consent of the holder of each Debt Security so affected, or
(ii) reduce the aforesaid percentage of Debt Securities the consent of
the holders of which is required for any such modification, without the
consent of the holder of each Debt Security so affected. (Section 7.2)
The Indenture also permits the Company and the Trustee to
amend the Indenture in certain circumstances without the consent of the
holders of any Debt Securities to evidence the merger of the Company or
the replacement of the Trustee and for certain other purposes.
(Section 7.1)
Concerning the Trustee
Except during the continuance of an Event of Default, the
Trustee shall perform only such duties as are specifically set forth in
the Indenture. During the continuance of any Event of Default, the
Trustee shall exercise such of the rights and powers vested in it under
<PAGE>
the Indenture and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs. (TIA)
The Trustee may acquire and hold Securities and, subject to
certain conditions, otherwise deal with the Company as if it were not
Trustee under the Indenture. (Section 5.3)
The Company currently conducts banking transactions with the
Trustee in the ordinary course of the Company's business.
PLAN OF DISTRIBUTION
General. The Company may sell Debt Securities to or through
underwriters or dealers, and also may sell Debt Securities directly to
other purchasers or through agents.
The distribution of the Debt Securities may be effected from
time to time in one or more transactions at a fixed price or prices,
which may be changed, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at negotiated
prices.
In connection with the sale of Debt Securities, underwriters
may receive compensation from the Company or from purchasers of Debt
Securities for whom they may act as agents in the form of discounts,
concessions or commissions. Underwriters may sell Debt Securities to
or through dealers and such dealers may receive compensation in the
form of discounts, concessions and commissions from the Underwriters
and commissions from the purchasers for whom they may act as agents.
Underwriters, dealers and agents that participate in the distribution
of Debt Securities may be deemed to be underwriters, and any discounts
or commissions received by them from the Company and any profit on the
resale of Debt Securities by them may be deemed to be underwriting
discounts and commissions under the Act. Any such underwriter or agent
will be identified, and any such compensation received from the Company
will be described, in the Prospectus Supplement.
The Debt Securities will be a new issue of Debt Securities
with no established trading market. Underwriters and agents to whom
Debt Securities are sold by the Company for public offering and sale
may make a market in such Debt Securities, but such underwriters and
agents will not be obligated to do so and may discontinue any market
making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the Debt Securities.
Under agreements which may be entered into by the Company,
underwriters, dealers and agents who participate in the distribution of
Debt Securities may be entitled to indemnification by the Company
against certain liabilities, including liabilities under the Act.
Delayed Delivery Arrangements. If so indicated in the
Prospectus Supplement, the Company will authorize underwriters or other
persons acting as the Company's agents to solicit offers by certain
institutions to purchase Debt Securities from the Company pursuant to
contracts providing for payment and delivery on a future date.
Institutions with which such contracts may be made include commercial
and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and others, but in
all cases such institutions must be approved by the Company. The
obligations of any purchaser under any such contract will be subject to
the condition that the purchase of the Offered Securities shall not at
<PAGE>
the time of delivery be prohibited under the laws of the jurisdiction
to which such purchaser is subject. The underwriters and such other
persons will not have any responsibility in respect of the validity or
performance of such contracts.
VALIDITY OF DEBT SECURITIES
The validity of the Offered Debt Securities will be passed
upon for the Company by White & Case, 1155 Avenue of the Americas, New
York, New York, and for the underwriters or agents, if any, by Davis
Polk & Wardwell, 450 Lexington Avenue, New York, New York.
EXPERTS
The audited consolidated financial statements and schedules
incorporated by reference in this Prospectus have been audited by
Arthur Andersen & Co., independent public accountants, as indicated in
their reports with respect thereto, and are incorporated by reference
herein in reliance upon the authority of said firm as experts in
auditing and accounting in giving said reports.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
<TABLE>
<S> <C>
SEC filing fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $51,724.14
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . 2,500.00
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 200,000.00
Blue Sky and Legal Investment
fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000.00
Trustee's fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 9,000.00
Rating agency fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71,250.00
Printing and engraving expenses . . . . . . . . . . . . . . . . . . . . . . . . 20,000.00
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,525.86
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 380,000.00
*All estimates except for filing fee.
</TABLE>
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law
authorizes and empowers the Company to indemnify the directors,
officers, employees and agents of the Company against liabilities
incurred in connection with, and related expenses resulting from,
any claim, action or suit brought against any such person as a
result of his relationship with the Company, provided that such
persons acted in good faith and in a manner such person
reasonably believed to be in, and not opposed to, the best
interests of the Company in connection with the acts or events on
which such claim, action or suit is based. The finding of either
civil or criminal liability on the part of such persons in
connection with such acts or events is not necessarily
determinative of the question of whether such persons have met
<PAGE>
the required standard of conduct and are, accordingly, entitled
to be indemnified. The foregoing statements are subject to the
detailed provisions of Section 145 of the General Corporation Law
of the State of Delaware.
The By-Laws of the Company provide that the Company
shall indemnify, in all respects and to the full extent
authorized or permitted by law, any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of his being or having
been a director, officer, employee or agent of the Company or, at
the request of the Company, of any other corporation,
partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement reasonably incurred by such person in
connection with such action, suit or proceeding. Such
indemnification of any person shall inure to the benefit of his
heirs, executors and administrators.
Item 16. Exhibits.
<TABLE>
Exhibit
Number Description of Documents
<S> <C>
1.1<F1> - Proposed form of Underwriting Agreement relating to the Debt Securities.
1.2<F1> - Proposed form of Distribution Agreement relating to the Debt Securities.
4.1<F1> - Indenture dated as of , 1994 between the Company and The Bank of New
York (including forms of Debt Securities).
4.2<F1> - Form of Floating Rate Medium Term Note.
4.3<F1> - Form of Fixed Rate Medium Term Note.
5<F1> - Opinion of White & Case.
12 - Computation of Ratio of Earnings to Fixed Charges. Incorporated by reference
to Exhibit 12 to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30,1994.
23.1 - Consent of Arthur Andersen & Co.
23.2<F1> - Consent of White & Case (included in Exhibit 5).
24<F1> - Power of Attorney of certain officers and directors.
25<F1> - Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Bank of New York, Indenture Trustee.
<FN>
<F1> Previously filed.
</TABLE>
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) to include any prospectus required by Section
10(a)(3) of the Act;
<PAGE>
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of
the 1934 Act that are incorporated by reference in the
registration statement;
(2) that, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof;
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering;
(4) that, for purposes of determining any liability under
the Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the 1934 Act that is incorporated by
reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(5) that, for purposes of determining any liability under
the Act, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus, filed by the Registrant
pursuant to Rule 424(b)(1) or (4) under the Act shall be deemed to
be part of this registration statement as of the time it was
declared effective.
Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or con-
trolling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Company will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3
and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Denver, State of Colorado, on the 6th day of September, 1994.
NEWMONT GOLD COMPANY
By /s/ Timothy J. Schmitt
Timothy J. Schmitt
Vice President, Secretary and
Assistant General Counsel
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
Signature Title Date
<S> <C> <C>
* Director September 6, 1994
Rudolph I.J. Agnew
* Director September 6, 1994
John P. Bolduc
* Vice Chairman Chief Executive Officer and
Ronald C. Cambre Director (Principal Executive Officer) September 6, 1994
* Director September 6, 1994
Joseph P. Flannery
* Director September 6, 1994
Thomas A. Holmes
* Chairman and Director September 6, 1994
Gordon R. Parker
President and Chief Operating Officer and
* Director September 6, 1994
T. Peter Philip
* Director September 6, 1994
Robin A. Plumbridge
* Director September 6, 1994
Robert H. Quenon
* Director September 6, 1994
James V. Taranik
* Director September 6, 1994
William I.M. Turner, Jr.
* Senior Vice President and Chief Financial
<PAGE>
Wayne W. Murdy Officer (Principal Financial Officer) September 6, 1994
* Vice President and Controller (Principal
Gary E. Farmar Accounting Officer) September 6, 1994
*By /s/ Timothy J. Schmitt
Name: T.J. Schmitt as
Attorney-in-fact
</TABLE>
EXHIBIT INDEX
<TABLE>
Exhibit
Number Page
<S> <C> <C>
1.1<F1> - Proposed form of Underwriting Agreement relating to the Debt Securities.
1.2<F1> - Proposed form of Distribution Agreement relating to the Debt Securities.
4.1<F1> - Indenture dated as of , 1994 between the Company and The Bank
of New York (including forms of Debt Securities).
4.2<F1> - Form of Floating Rate Medium Term Note.
4.3<F1> - Form of Fixed Rate Medium Term Note.
5<F1> - Opinion of White & Case.
12 - Computation of Ratio of Earnings to Fixed Charges. Incorporated by reference
to Exhibit 12 to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994.
23.1 - Consent of Arthur Andersen & Co.
23.2<F1> - Consent of White & Case (included in Exhibit 5).
24<F1> - Power of Attorney of certain officers and directors.
25<F1> - Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended,
of The Bank of New York, Indenture Trustee.
<FN>
<F1> Previously filed.
</TABLE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-3 Registration Statement of
our reports dated January 25, 1994 included in Newmont Gold Company's
Form 10-K for the year ended December 31, 1993 and our report dated
March 30, 1994 included in Newmont Gold Company's Form 8-K dated April
5, 1994 and to all references to our Firm included in this Registration
Statement.
ARTHUR ANDERSEN & CO.
Denver, Colorado,
September 6, 1994.
