<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT
OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
Newmont Gold Company
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
<PAGE> 2
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
--------
(2) Aggregate number of securities to which transaction applies:
-----------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 3
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NEWMONT GOLD COMPANY
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING
The Annual Meeting of Stockholders of NEWMONT GOLD COMPANY will be held at
9:30 a.m. on Thursday, May 2, 1996 in the John D. Hershner Room, 1700 Lincoln
Street, Denver, Colorado to:
1. Elect directors and
2. Transact such other business that may properly come before the
meeting.
Stockholders are cordially invited to attend the meeting.
By Order of the Board of Directors
TIMOTHY J. SCHMITT
Secretary
1700 Lincoln Street
Denver, Colorado 80203
March 29, 1996
- --------------------------------------------------------------------------------
IF YOU ARE UNABLE TO ATTEND THE MEETING IN PERSON, PLEASE MARK,
SIGN AND DATE THE ACCOMPANYING PROXY CARD AND RETURN IT
PROMPTLY IN THE ACCOMPANYING ENVELOPE.
- --------------------------------------------------------------------------------
<PAGE> 4
PROXY STATEMENT
GENERAL INFORMATION
STOCKHOLDERS ENTITLED TO VOTE. Holders of the common stock of the Company
of record at the close of business on March 7, 1996 are entitled to vote at the
Annual Meeting of Stockholders. As of March 7, 1996 there were 109,737,036
shares of common stock outstanding. Each share of common stock entitles its
owner to one vote. The holders of a majority of the shares entitled to vote at
the Annual Meeting of Stockholders must be present in person or represented by
proxy in order to constitute a quorum for all matters to come before the
meeting.
Votes at the Annual Meeting of Stockholders will be tabulated by two
inspectors of election who shall be appointed by the Chairman of the meeting and
who shall not be candidates for election to the Board of Directors. The
inspectors of election will treat shares of common stock represented by a
properly signed and returned proxy as present at the Annual Meeting of
Stockholders for purposes of determining a quorum, without regard to whether the
proxy is marked as casting a vote or abstaining.
Directors will be elected by a favorable vote of a plurality of the shares
of common stock present and entitled to vote, in person or by proxy, at the
Annual Meeting of Stockholders. All other matters to come before the Annual
Meeting require the approval of a majority of the votes cast on such matters.
Abstentions and broker "non-votes" as to particular matters are counted for
purposes of determining whether a quorum is present at the Annual Meeting of
Stockholders. Abstentions are counted in tabulations of the votes cast on
proposals presented to stockholders, whereas broker non-votes are not counted
for purposes of determining whether a proposal has been approved. Abstentions
have the same effect as votes against proposals presented to stockholders. A
"non-vote" occurs when a nominee holding shares for a beneficial owner votes on
one proposal, but does not vote on another proposal because the nominee does not
have discretionary voting power and has not received instructions to do so from
the beneficial owner.
PROXY SOLICITATION. The accompanying proxy is solicited by the Board of
Directors of the Company. This Proxy Statement is being mailed to the
stockholders on or about March 29, 1996 concurrently with the mailing of the
Company's 1995 Annual Report. In addition to solicitation by mail, solicitation
of proxies may be made by certain officers and regular employees of the Company
by mail, telephone, telegraph or personal interview. All costs of the
solicitation of proxies will be borne by the Company. The Company will also
reimburse brokerage firms and others for their expenses in forwarding proxy
materials to beneficial owners of the Company's common stock. A stockholder who
executes a proxy may revoke it by delivering to the Secretary of the Company at
any time before the proxies are voted, a written notice of the revocation
bearing a later date than the proxy or attending the Annual Meeting of
Stockholders and voting in person (although attendance at the Annual Meeting of
Stockholders will not in and of itself constitute a revocation of a proxy).
Written notice revoking a proxy should be sent to the attention of the Secretary
of the Company at 1700 Lincoln Street, Denver, Colorado 80203. A stockholder may
substitute another person in place of those persons presently named as proxies.
A NOTE FOR ALL PARTICIPANTS IN THE COMPANY'S SALARIED RETIREMENT SAVINGS
PLAN OR HOURLY RETIREMENT SAVINGS PLAN. If you are a participant in the
Company's Salaried Retirement Savings Plan or Hourly Retirement Savings Plan
(the "Savings Plans"), each administered by BZW Barclays Global Investors, as
Trustee, shares of common stock of the Company which are held for you under the
Savings Plans, as applicable, may be voted through the proxy card accompanying
this mailing. The Trustee, as the stockholder of record of the common stock held
in the Savings Plans, will vote the shares held for you in accordance with the
directions you give on the enclosed proxy card, provided that you return the
proxy card duly signed and dated to the Trustee at the address indicated on the
enclosed envelope. If the proxy cards representing shares of common stock held
under the Savings Plans are not returned to the Trustee duly signed and dated,
the Trustee will vote such shares in accordance with the direction of the
Company, as plan administrator under the Savings Plans.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS. Arthur Andersen LLP has
acted as auditors for the Company since 1967. The Board of Directors has
selected Arthur Andersen LLP to continue in that
<PAGE> 5
capacity for the current year. In addition to audit services, Arthur Andersen
LLP has regularly provided tax consulting services to the Company.
Representatives of Arthur Andersen LLP will be present at the Annual Meeting of
Stockholders and will be allowed to make a statement if they wish. Additionally,
they will be available to respond to appropriate questions from stockholders
during the meeting.
STOCKHOLDER PROPOSALS. To be included in the Board of Directors' Proxy
Statement for the 1997 Annual Meeting of Stockholders, stockholder proposals
must be received by the Company on or before November 29, 1996. Proposals should
be sent to the attention of the Secretary of the Company at 1700 Lincoln Street,
Denver, Colorado 80203.
PRINCIPAL STOCKHOLDER. As of March 7, 1996, the only beneficial owner of
more than 5% of the outstanding shares of common stock of the Company was
Newmont Mining Corporation ("NMC"), 1700 Lincoln Street, Denver, Colorado 80203,
which owned 99,335,360 shares (90.5%) and as to which it had sole voting and
investment power.
PROPOSAL NO. 1 -- ELECTION OF DIRECTORS
NOMINEES. Each of the twelve persons named below is a nominee for election
as a director at the Annual Meeting of Stockholders for the term of one year and
until his successor is elected and qualifies. Unless authority is withheld, the
proxies will be voted for the election of such nominees. Except for Mr. Higdon
who was elected to the Board of Directors in September 1995, all of the nominees
were elected to the Board of Directors at the last Annual Meeting of
Stockholders and are all currently serving as directors of the Company. If any
such nominee cannot be a candidate for election at the Annual Meeting of
Stockholders, then the proxies will be voted either for a substitute nominee
designated by the Board of Directors or for the election only of the remaining
nominees. With the exception of Messrs. Quenon and Taranik, each of the ten
other nominees named below is also a director of NMC.
The following table contains a summary of the background and principal
occupations of the nominees.
<TABLE>
<CAPTION>
DIRECTOR
NOMINEE SINCE
<S> <C>
- ----------------------------------------------------------------------------------------------
RUDOLPH I. J. AGNEW (61)............................................................ 1989
Former Chairman and Chief Executive Officer of Consolidated Gold Fields PLC, a
natural resources company; Chairman, World Conservation Monitoring Centre, a
charitable organization for environmental data gathering.
Director of Newmont Mining Corporation, Bona Shipbuilding Ltd., LASMO PLC,
International Tool & Supply PLC, Redland PLC, Standard Chartered PLC and Star
Mining Corporation Ltd.
- ----------------------------------------------------------------------------------------------
J. P. BOLDUC (56)................................................................... 1994
Chairman and Chief Executive Officer of JPB Enterprises, Inc., a diversified
holding company with interests in the food, beverage, real estate, retail and
manufacturing industries, since March 1995; Director and President of W.R.
Grace & Co., a specialty chemical and health care company, since prior to 1991
to March 1995 and Chief Executive Officer thereof from January 1993 to March
1995.
Director of Newmont Mining Corporation, Brothers Gourmet Coffees, Inc., Marshall &
Ilsley, Sundstrand Corporation and Unisys Corporation.
- ----------------------------------------------------------------------------------------------
RONALD C. CAMBRE (57)............................................................... 1993
Chairman of the Company since January 1995, President thereof since June 1994,
Chief Executive Officer thereof since November 1993 and Vice Chairman thereof
from November 1993 to December 1994; formerly Vice President and Senior
Technical Advisor to the Office of the Chairman of Freeport-McMoRan Inc., a
natural resources company, from June 1988 to September 1993.
Chairman, President and Chief Executive Officer and Director of Newmont Mining
Corporation.
- ----------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
DIRECTOR
NOMINEE SINCE
<S> <C>
- ----------------------------------------------------------------------------------------------
JOSEPH P. FLANNERY (63)............................................................. 1989
Chairman, President and Chief Executive Officer of Uniroyal Holding, Inc. , a
holding company, since December 1986.
Director of Newmont Mining Corporation, APS Holding Corporation, Arvin Industries,
Inc., Ingersoll-Rand Company, K-Mart Corporation and The Scotts Company.
- ----------------------------------------------------------------------------------------------
LEO I. HIGDON, JR. (49)............................................................. 1995
Dean and Charles C. Abbott Professor of the Darden Graduate School of Business
Administration at the University of Virginia since October 1993; formerly Vice
Chairman of Salomon Brothers Inc and Co-head of the global investment banking
division of Salomon Brothers Inc since prior to 1991 to September 1993.
Director of Newmont Mining Corporation, Africare, Crompton & Knowles Corporation,
CPC International and a director and member of the Executive Committee of
Georgetown University.
- ----------------------------------------------------------------------------------------------
THOMAS A. HOLMES (72)............................................................... 1989
Retired Chairman and Chief Executive Officer of Ingersoll-Rand Company, a
manufacturer of machinery.
Director of Newmont Mining Corporation and W.R. Grace & Co.
- ----------------------------------------------------------------------------------------------
ROBIN A. PLUMBRIDGE (60)............................................................ 1989
Chairman of Gold Fields of South Africa Limited, a natural resources company,
Chief Executive Officer thereof from December 1980 to September 1995.
Director of Newmont Mining Corporation and Standard Bank Investment Corporation.
- ----------------------------------------------------------------------------------------------
ROBERT H. QUENON (67)............................................................... 1988
Mining consultant since August 1991; Chairman of Peabody Holding Company, Inc., a
coal producer, from August 1990 through August 1991; previously President and
Chief Executive Officer thereof; previously Chairman of the Federal Reserve
Bank of St. Louis from January 1993 through December 1995.
Director of Laclede Steel Company and Union Electric Company.
- ----------------------------------------------------------------------------------------------
MOEEN A. QURESHI (65)............................................................... 1994
Chairman and Managing Partner of Emerging Markets Partnership, a private
investment management company, since June 1992; Prime Minister of Pakistan from
July 1993 to October 1993; formerly Senior Vice President, Operations, World
Bank.
Director of Newmont Mining Corporation.
- ----------------------------------------------------------------------------------------------
MICHAEL K. REILLY (63).............................................................. 1994
Chairman of Zeigler Coal Holding Company, a coal producer, since 1985, Chief
Executive Officer thereof from 1983 to December 1994 and President thereof from
1983 to 1991.
Director of Newmont Mining Corporation.
- ----------------------------------------------------------------------------------------------
JAMES V. TARANIK (55)............................................................... 1986
President of Desert Research Institute, University and Community College System of
Nevada, an environmental research organization, since 1987; Professor of
Geology and Geophysics at the University of Nevada, Reno since 1982 and
currently Arthur Brant Professor of Geology and Geophysics there.
- ----------------------------------------------------------------------------------------------
WILLIAM I. M. TURNER, JR. (67)...................................................... 1989
Chairman and Chief Executive Officer of EXSULTATE INC., a holding company, since
July 1990.
Director of Newmont Mining Corporation and Schroders PLC.
- ----------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE> 7
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE FOREGOING
NOMINEES AND, UNLESS A STOCKHOLDER GIVES INSTRUCTIONS ON THE PROXY CARD TO THE
CONTRARY, THE APPOINTEES NAMED THEREON INTEND SO TO VOTE.
NGC TRANSACTION. Effective January 1, 1994, the Company acquired all of
NMC's operations in a transaction which included the transfer by NMC to the
Company of all of NMC's assets, except for 85,850,101 shares of common stock of
the Company and the assumption by the Company of substantially all the
liabilities of NMC. In addition, the Company issued to NMC certain securities,
including stock options exercisable for the Company common stock. NMC's only
assets are the remaining shares of the Company common stock held by it, which as
of March 7, 1996 represented 90.5% of the Company's outstanding common stock,
and stock options of the Company.
STOCK OWNERSHIP. As of March 7, 1996, all directors and executive officers
of the Company as a group beneficially owned 28,151 shares of the Company's
common stock, constituting in the aggregate less than 1% of the Company's
outstanding common stock. The nature of beneficial ownership of all such shares
is sole voting and investment power. As of March 7, 1996, all directors and
executive officers of the Company as a group beneficially owned 574,168 shares
of common stock of NMC constituting in the aggregate less than 1% of NMC's
outstanding common stock. The nature of beneficial ownership of all such shares
is sole voting and investment power. The following table sets forth the number
of shares of common stock of the Company and the number of shares of common
stock of NMC beneficially owned by the Company's directors and executive
officers as of March 7, 1996.
<TABLE>
<CAPTION>
NAME OF SHARES OF COMPANY SHARES OF NMC
BENEFICIAL OWNER COMMON STOCK OWNED COMMON STOCK OWNED(1)
- ------------------------------------------------------------------ ------------------ ---------------------
<S> <C> <C>
Rudolph I. J. Agnew............................................... 1,250 2,496
J. P. Bolduc...................................................... 1,250 -0-
Ronald C. Cambre.................................................. 7,570 185,764(1)
Graham M. Clark, Jr............................................... 1,953 56,287(1)
Joseph P. Flannery................................................ 1,250 2,745
Eric Hamer........................................................ -0- 59,207(1)
Leo I. Higdon, Jr................................................. 625 -0-
Thomas A. Holmes.................................................. 1,250 6,948
Lawrence T. Kurlander............................................. 1,685 56,091(1)
Wayne W. Murdy.................................................... 2,343 92,733(1)
Robin A. Plumbridge............................................... 1,250 2,496
Robert H. Quenon.................................................. 1,550 374
Moeen A. Qureshi.................................................. 1,250 -0-
Michael K. Reilly................................................. 1,250 5,000
James V. Taranik.................................................. 1,350 124
William I. M. Turner, Jr.......................................... 1,250 8,000
All directors and executive officers as a group, including those
named above (33 persons)........................................ 28,151 574,168(1)
</TABLE>
- ---------------
(1) Includes 180,972 shares, 44,931 shares, 57,410 shares, 54,291 shares, 81,001
shares and 509,389 shares of NMC common stock which Messrs. Cambre, Clark,
Hamer, Kurlander, Murdy and all directors and executive officers as a group,
respectively, have the right to acquire on or within 60 days after March 7,
1996 by the exercise of options granted by NMC.
DIRECTORS' FEES, COMMITTEES AND MEETINGS. Directors who are neither
directors of NMC nor officers nor employees of the Company, NMC or any of the
Company's subsidiaries are entitled to receive $25,000 per annum for serving as
directors on the Company's Board of Directors. All directors are entitled to
receive an attendance fee of $1,000 per meeting of the Board of Directors. Each
director who is neither an officer nor an employee of the Company, NMC or any of
the Company's subsidiaries is entitled to receive an attendance fee of $750 per
meeting of a committee of which he is a member and $1,000 per meeting in the
case of the chairman of the committee.
In addition, pursuant to the Company's Directors' Stock Award Plan,
directors who are not employees of the Company, NMC or any of the Company's
subsidiaries receive 625 shares of common stock of the
4
<PAGE> 8
Company annually on the date of their election or re-election at the Annual
Meeting of Stockholders. If a person who is not an employee of the Company, NMC
or any of the Company's subsidiaries becomes a director in any year, after the
Annual Meeting of Stockholders held in such year, such person will receive 625
shares of common stock of the Company on the effective date of such person's
election as a director of the Company. Shares awarded under the plan may not be
sold, transferred, pledged, assigned or otherwise encumbered or disposed of by
the director until the earliest of (i) the expiration of five years after the
date of receipt of such shares by the director, (ii) the date the participating
person ceases to be a director by reason of death or disability or (iii) the
later of (a) the date the participating person ceases to be a director for any
reason other than death or disability or (b) the expiration of six months after
the date of receipt of such shares by the director.
On retirement from the Board of Directors at any time after attaining age
65, a director who is not entitled to a pension under the Company's Pension Plan
(i.e., a director who has not been an officer or employee of the Company, NMC or
their subsidiaries) and who has served for at least ten consecutive years as a
director of the Company or NMC is entitled to be paid an annual sum of $20,000
and an amount equal to the per annum fee paid to him in his capacity as a
director during his final year of service on the Board of Directors, in each
case, for life.
During 1995, the Board of Directors held seven meetings and each incumbent
director attended more than 86% in the aggregate of all meetings of the Board of
Directors and committees of the Board of Directors on which he served for the
period during which he was a member except for Mr. Higdon who attended 100% of
the meetings of the Board of Directors for the period during which he was a
director.
The Board of Directors has, in addition to other standing committees,
audit, compensation and nominating committees. Members of these three committees
are not, and have not been, officers or employees of the Company, NMC or their
subsidiaries. The members of these committees are:
<TABLE>
<CAPTION>
AUDIT COMPENSATION NOMINATING
- ------------------------ ------------------------- -------------------------
<S> <C> <C>
J. P. Bolduc Joseph P. Flannery(1) Rudolph I. J. Agnew
Robin A. Plumbridge Thomas A. Holmes J.P. Bolduc
Robert H. Quenon(1) Robin A. Plumbridge Joseph P. Flannery
Moeen A. Qureshi William I. M. Turner, Jr. Thomas A. Holmes(1)
Michael K. Reilly William I. M. Turner, Jr.
James V. Taranik
</TABLE>
- ---------------
(1) Chairman
AUDIT COMMITTEE. The Audit Committee recommends independent public
accountants to act as auditors for the Company for consideration by the Board of
Directors, reviews the Company's financial statements, confers with the
independent public accountants with respect to the scope and results of their
audit of the Company's financial statements and their reports thereon, reviews
the Company's accounting policies, tax matters and internal controls and
oversees compliance by the Company with requirements of the Financial Accounting
Standards Board and federal regulatory agencies. The Audit Committee also
reviews non-audit services furnished to the Company by the independent public
accountants, primarily consultation on tax matters. Access to the Audit
Committee is given to the Company's Controller and Director of Internal Audit.
During 1995, the Audit Committee held three meetings.
COMPENSATION COMMITTEE. Each of the Company's Compensation Committee and
the Compensation Committee of NMC is responsible to its respective Board of
Directors and by extension to the stockholders of the Company or NMC, as the
case may be, for approving and administering the policies which govern annual
compensation and incentive programs for the Company's and NMC's executive
officers and other key employees. During 1995, the Compensation Committee held
four meetings.
NOMINATING COMMITTEE. The Nominating Committee's function is to propose to
the Board of Directors slates of directors to be elected at the Annual Meetings
of Stockholders (and any directors to be elected by the Board of Directors to
fill vacancies) and slates of officers to be elected by the Board of Directors.
During 1995, the Nominating Committee held three meetings. The Nominating
Committee will consider for nomination to
5
<PAGE> 9
become directors any persons recommended by stockholders. Recommendations may be
submitted to the Nominating Committee in care of the Secretary of the Company at
1700 Lincoln Street, Denver, Colorado 80203.
CONTRACTUAL ARRANGEMENT WITH NEWMONT MINING CORPORATION
The Company's taxable income is included in the consolidated federal income
tax return of NMC and its 80% or greater owned subsidiaries, filed by NMC as
parent, and certain other state income tax returns filed by NMC on a combined,
consolidated or unitary basis. Effective January 1, 1995, NMC and the Company
entered into a new tax sharing agreement for the allocation of federal, state
and foreign income taxes.
Under the agreement, the Company has succeeded to all NMC federal, state
and foreign income tax attributes existing as of December 31, 1993, and has
assumed all NMC liabilities for federal, state and foreign income taxes,
interest and penalties attributable to tax periods ending on or before December
31, 1993.
For all tax periods beginning after December 31, 1993, the Company will
determine its federal, state and foreign income tax liability on a separate
return basis, which shall include the taxable income, loss, credits and other
relevant tax items attributable to all members of the Newmont consolidated,
combined or unitary group that are owned directly or indirectly by the Company.
Consistent therewith, the Company will pay to NMC the greater of regular
corporate income tax or the corporate alternative minimum tax, as applicable,
computed on a separate return basis, including interest and penalties. The
Company will tender payment to NMC no later than the time the Company would have
been required to pay income tax to the Internal Revenue Service ("IRS") or the
relevant state or foreign taxing authorities had the Company filed on a separate
return basis.
NMC, in turn, will pay to the Company amounts equal to the refunds the
Company would have been entitled to receive had the Company filed separate
company returns, including interest and rebate of penalties. NMC will tender
payment to the Company no later than the time the Company would have been
entitled to receive such tax refunds from the IRS or the relevant state or
foreign taxing authorities had the Company filed on a separate return basis.
The Company may deduct net operating losses from federal, state or foreign
taxable income as determined on a separate return basis. Such loss will be given
effect only to the extent that the losses reduced the actual tax liability of
the consolidated, combined or unitary group, or resulted in an actual refund of
tax to the group. NMC's obligation will not extend to any interest on such
taxes.
In the event that the Company fails to satisfy its obligations regarding
payment of federal, state or foreign income taxes, interest and penalties under
the agreement, NMC can seek payment of such obligations from any member of the
Newmont consolidated or combined group that is owned directly or indirectly by
the Company.
6
<PAGE> 10
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION. The following table shows
the total compensation earned or paid to the Chief Executive Officer and to each
of the Company's and NMC's four most highly compensated executive officers,
other than the Chief Executive Officer, for services rendered in all capacities
to the Company, NMC and the Company's subsidiaries in 1995, 1994 and 1993.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
NAME/ --------------------- STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS AWARDS OPTIONS(#)(4) COMPENSATION(5)
- -------------------------------------- ---- -------- -------- ---------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Ronald C. Cambre 1995 $513,000(1) $332,553 $167,447(3) -0- $ 9,000
Chairman, President and 1994 514,000(1) 321,278 153,722 -0- 9,000
Chief Executive Officer 1993 80,000(1) 75,000(2) -0- 302,038 -0-
Wayne W. Murdy........................ 1995 245,500 138,643 52,131(3) -0- 9,000
Senior Vice President............... 1994 223,000 108,491 47,386 -0- 9,000
and Chief Financial Officer......... 1993 215,000 109,930 38,832 -0- 6,450
Graham M. Clark, Jr................... 1995 245,500 122,992 52,131(3) -0- 9,000
Senior Vice President............... 1994 223,000 95,113 34,004 -0- 9,000
and General Counsel................. 1993 215,000 102,814 31,969 -0- 9,000
Lawrence T. Kurlander................. 1995 223,333 111,895 47,416(3) -0- 9,000
Senior Vice President,.............. 1994 161,250(6) 132,020(6) 27,794 108,583 3,225
Administration...................... 1993 N/A N/A N/A N/A N/A
Eric Hamer............................ 1995 175,641 51,048 -0- -0- 9,000
Vice President,..................... 1994 164,000 53,776 -0- -0- 9,000
North American Operations........... 1993 160,000 49,040 -0- -0- 9,000
</TABLE>
- ---------------
N/A -- Not applicable
(1) Became an executive officer on November 1, 1993. Salary in 1993 based on an
annualized base salary of $450,000 for the period from November 1, 1993
through December 31, 1993. See "Executive Agreements" below. Such amounts
also include director's fees of $13,000, $14,000 and $5,000 in 1995 and 1994
and 1993, respectively.
(2) The amount of Mr. Cambre's bonus was stipulated by the terms of his
employment agreement. See "Executive Agreements" below.
(3) Value of restricted stock awarded under the Company's Annual Incentive
Compensation Plan for 1995 at the election of the Company's Compensation
Committee in lieu of cash. Dividends are payable on the shares awarded.
These shares are subject to two year vesting and were issued in January 1996
in the following amounts:
<TABLE>
<CAPTION>
#
------
<S> <C>
Ronald C. Cambre.................................................................... 3,090
Wayne W. Murdy...................................................................... 962
Graham M. Clark, Jr................................................................. 962
Lawrence T. Kurlander............................................................... 875
</TABLE>
The number of shares and value of restricted stock of the Company held by the
named executive officers on December 31, 1995 was as follows:
<TABLE>
<CAPTION>
# $
------ --------
<S> <C> <C>
Ronald C. Cambre......................................................... 4,480 196,000
Wayne W. Murdy........................................................... 1,381 60,418
Graham M. Clark, Jr...................................................... 991 43,356
Lawrence T. Kurlander.................................................... 810 35,437
Eric Hamer............................................................... -0- -0-
</TABLE>
(4) Represents special equity option grants for NMC stock made by NMC which in
the case of Mr. Cambre vest over a period of four to five years, and, in the
case of Mr. Kurlander vest over a period of one to three years.
(5) The amounts shown represent the Company's contributions and credits to its
Retirement Savings Plan and nonqualified supplemental Savings Equalization
Plan for the named executive officers.
(6) Mr. Kurlander became an executive officer on April 1, 1994. Salary in 1994
based on an annualized base salary of $215,000 for the period April 1, 1994
through December 31, 1994. The bonus amount shown consists of a "sign-on"
bonus of $60,000 and a bonus under the Company's Annual Incentive
Compensation Plan of $72,020 for the period April 1, 1994 through December
31, 1994.
7
<PAGE> 11
STOCK OPTIONS GRANTED BY NMC. In 1995 no grants of stock options or stock
appreciation rights by NMC under NMC's stock option plans were made to the named
executive officers.
NMC OPTION EXERCISES AND HOLDINGS. The following table sets forth
information with respect to the named executive officers concerning the exercise
of NMC options in 1995 and unexercised NMC options held at the end of 1995.
AGGREGATED OPTION EXERCISES IN 1995 AND
1995 YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT 1995 IN-THE-MONEY OPTIONS
ACQUIRED YEAR-END (#) AT 1995 YEAR-END
ON VALUE --------------------------- ---------------------------
NAME EXERCISE (#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------------- --------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Ronald C. Cambre...................... -0- $ -0- 151,018 151,020 $ 414,719 $ 383,121
Wayne W. Murdy........................ 8,862 126,229 66,023 59,909 293,682 246,978
Graham M. Clark, Jr................... 34,633 439,674 29,954 59,909 15,800 466,549
Lawrence T. Kurlander................. -0- -0- 34,634 64,589 75,708 151,422
Eric Hamer............................ -0- -0- 58,970 35,945 479,280 279,929
</TABLE>
PENSION PLANS. The following table shows the estimated pension benefits
payable to a covered participant at normal retirement age (62 years) under the
Company's qualified defined benefit pension plan (the "Pension Plan"), as well
as under its nonqualified supplemental pension plan that provides benefits that
would otherwise be denied to participants by reason of certain Internal Revenue
Code limitations on qualified plan benefits, based on remuneration that is
covered under the plans and years of service with the Company, NMC and their
subsidiaries.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
---------------------------------------------------------
REMUNERATION 15 20 25 30 35
- ------------ --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
$ 200,000..................................................... 52,500 70,000 87,500 105,000 122,500
250,000..................................................... 65,625 87,500 109,375 131,250 153,125
300,000..................................................... 78,750 105,000 131,250 157,500 183,750
350,000..................................................... 91,875 122,500 153,125 183,750 214,375
400,000..................................................... 105,000 140,000 175,000 210,000 245,000
450,000..................................................... 118,125 157,500 196,875 236,250 275,625
500,000..................................................... 131,250 175,000 218,750 262,500 306,250
550,000..................................................... 144,375 192,500 240,625 288,750 336,875
600,000..................................................... 157,500 210,000 262,500 315,000 367,500
650,000..................................................... 170,625 227,500 284,375 341,250 398,125
700,000..................................................... 183,750 245,000 306,250 367,500 428,750
750,000..................................................... 196,875 262,500 328,125 393,750 459,375
800,000..................................................... 210,000 280,000 350,000 420,000 490,000
850,000..................................................... 223,125 297,500 371,875 446,250 520,625
900,000..................................................... 236,250 315,000 393,750 472,500 551,250
950,000..................................................... 249,375 332,500 415,625 498,750 581,875
1,000,000..................................................... 262,500 350,000 437,500 525,000 612,500
1,050,000..................................................... 275,625 367,500 459,375 551,250 643,125
1,100,000..................................................... 288,750 385,000 481,250 577,500 673,750
</TABLE>
A participant's remuneration covered by the Pension Plan is his or her
average base salary and bonus, including amounts paid in the form of restricted
stock (as reported in the Summary Compensation Table) for the sixty consecutive
months in which the highest level of compensation was paid to the participant
during the last one hundred twenty months of the participant's career with the
Company, NMC and their subsidiaries. The approximate term of service as of the
end of 1995 for each named executive officer is: Mr. Cambre two years; Mr. Clark
13 years; Mr. Murdy three years; Mr. Kurlander two years; Mr. Hamer 21 years.
Benefits
8
<PAGE> 12
shown are computed on a straight single life annuity basis beginning at age 62.
Such amounts have not been reduced for Social Security benefits.
OFFICERS' DEATH BENEFIT PLAN AND GROUP LIFE INSURANCE PROGRAM. The Company
has an Officers' Death Benefit Plan for the benefit of the named executive
officers and other executive officers of the Company, NMC and certain of their
subsidiaries. The plan provides a death benefit of three times annual base
salary for an executive officer who dies while an active employee and a death
benefit of one times final annual base salary for an executive officer who dies
after retiring at or after normal retirement age. For retirement prior to normal
retirement age, the post-retirement death benefit is 30% to 100% of one times
final annual base salary, depending on the number of years to normal retirement
age. Mr. Clark is a participant in a prior plan and has a death benefit of the
greater of $770,000 or three times annual base salary while an active employee
and a post-retirement death benefit based on retirement at or after normal
retirement age of the greater of $385,000 or one times final annual base salary.
Under such prior plan, for retirement prior to normal retirement age, Mr.
Clark's post-retirement death benefit is 30% to 100% of the greater of $385,000
or one times final annual base salary, depending on the number of years to
normal retirement age. Coverage under the Officers' Death Benefit Plan is offset
by group life insurance maintained for the benefit of all salaried employees of
the Company, NMC and certain of their subsidiaries.
EXECUTIVE AGREEMENTS. An agreement is currently in effect between the
Company, NMC and Mr. Cambre which provides for an annual base salary of $500,000
beginning in 1994. The agreement provides that the Boards of Directors of the
Company and NMC may, at their discretion, increase Mr. Cambre's base salary and
that any such increased base salary made after January 1994 automatically
becomes Mr. Cambre's minimum base salary thereafter. Mr. Cambre's employment
agreement is effective until his 62nd birthday, unless terminated earlier as
provided in the agreement. In the event Mr. Cambre's employment is terminated
without "cause" (as defined below) and without any breach by Mr. Cambre of such
agreement, he will be entitled to receive a lump sum payment equal to twice his
annual base salary for each twelve-month period in the remaining term of his
employment (which will not exceed two years).
Mr. Murdy's letter of offer of employment from the Company provides that if
his employment is terminated other than for "cause" (as defined below) before
December 31, 1997, he will be entitled to receive 35 months of his then annual
base salary plus certain other severance benefits; thereafter, he will be
entitled to 24 months of salary plus benefits.
Any benefits to which Messrs. Cambre and Murdy may be entitled from the
Company's Severance Pay Plan (as described below) reduce the benefits due under
these arrangements.
Each of the named executive officers participates in the Company's
Severance Pay Plan, amended and restated effective as of May 1, 1993 (the
"Severance Pay Plan"). Participants in the Severance Pay Plan with at least one
year of service (a) who have been continually employed by the Company, NMC or
one of their subsidiaries or affiliates on and after August 1, 1991 or (b) whose
employment with the Company, NMC or one of their subsidiaries or affiliates is
involuntarily terminated (other than for "cause" as defined below or for poor
job performance or conduct below reasonably expected standards) within 24 months
after a change in control (as defined in the Severance Pay Plan) of NMC (other
than those participants whose employment began on or after May 1, 1993) are
entitled to receive a minimum of the greater of (i) four weeks of salary (as
defined in the Severance Pay Plan), together with an additional two weeks of
salary for each year of service; or (ii) from nine to 78 weeks of salary
(depending on the salary grade of the participant), calculated based on the
relevant participant's salary as of April 30, 1993. Each of the named executive
officers who are otherwise eligible for severance pay under clause (ii) above
would receive 78 weeks of salary. Participants whose employment began on or
after May 1, 1993 whose employment is involuntarily terminated are entitled to
receive only the amount determined as set forth in clause (i) in the previous
sentence. Under the Severance Pay Plan, the maximum severance allowance benefit
payable to a participant calculated as set forth above is 104 weeks of such
participant's salary. In addition to the amount described above, each
participant is also entitled to a lump sum payment equal to the Company's
matching contribution that would have been made under the Company's Retirement
Savings Plan calculated in accordance with the relevant provisions of the
Severance Pay Plan and any accrued and unused vacation time. Participants under
the Severance Pay Plan are
9
<PAGE> 13
also entitled to certain fringe benefits, such as coverage under the Company's
medical and dental plans and life insurance plan, as set forth in the Severance
Pay Plan.
"Cause" as a basis for termination under these arrangements is generally
limited to (i) misappropriation of funds or property of the Company, NMC or
their subsidiaries, (ii) conviction of a felony, (iii) obtaining personal
benefit from any transaction between the Company, NMC or their subsidiaries and
a third party without the prior approval of such benefit by the Board of
Directors of the Company and of NMC or (iv) obtaining a personal profit from the
sale of the Company's, NMC's or their subsidiaries' trade secrets.
REPORT OF COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of the Company is
composed entirely of directors who are neither officers nor employees of the
Company nor NMC. Each of the Compensation Committees of the Company and NMC is
responsible to its respective Board of Directors and by extension to the
stockholders of the Company or NMC, as the case may be, for approving and
administering the policies which govern annual compensation and incentive
programs for the Company's and NMC's executive officers and other key employees.
The members of the Company's Compensation Committee are also directors of NMC
and serve on the NMC Compensation Committee. The membership of the two
Committees is identical. The Company and NMC operate as a single economic unit
and all of the executive officers of the Company are also the executive officers
and employees of NMC. The Company pays all compensation expenses of such
employees. The following report reflects the compensation philosophy and
decisions of both Committees.
There are three elements to the Company's and NMC's executive compensation
program -- base salaries, annual incentives and stock options.
BASE SALARIES. The base salaries for executive officers of the Company and
NMC, including Mr. Cambre and the other named executive officers, fall within
salary ranges that reflect competitive base pay levels within the mining
industry as a whole for the positions they hold. The Company and NMC subscribe
to and participate in surveys of executive-level compensation. One of the
surveys in which the Company and NMC participate is devoted exclusively to the
gold mining industry and includes information about 15 companies based in North
America. This survey not only includes the four companies that comprise the S&P
Gold Index shown on the Company's Performance Graph below, but also includes a
number of companies which the Committees believe are more appropriate for
comparison with the Company and NMC for purposes of analyzing executive
compensation. Based on a review of such survey information, the Committees
believe that the base salaries of the Company's and NMC's executive officers are
slightly below the median salaries for comparable positions in the gold mining
industry. The Company and NMC participate in other surveys as well, which cover
a wide range of industries and companies. Although many of the companies
included in these broader surveys are not capable of meaningful comparison with
the Company and NMC, the Company and NMC use such surveys to identify general
trends in executive compensation.
Base salary increases are made on the basis of changes in industry levels
as well as evaluated individual contribution and the Company's and NMC's
performance in the prior year. The 1995 base salary increases of the named
executive officers, other than Mr. Cambre, were in line with increases in base
salaries for comparable industry positions as reflected in the gold mining
industry survey. Mr. Cambre's base salary for 1995 was determined pursuant to
his employment agreement.
ANNUAL INCENTIVES. Annual incentive awards are made pursuant to the
Company's Annual Incentive Compensation Plan (the "Plan"). The named executive
officers and other participants at specified salary levels are eligible to
receive both a corporate performance bonus and a personal performance bonus.
Corporate performance bonuses are paid in cash and are based upon the attainment
of production and cost-of-production goals established annually by the Company's
Board of Directors on the recommendation of its Compensation Committee. At
year-end, actual cash costs of production are adjusted to consider the effect of
actual production over or under targeted production. Such adjusted costs are
then compared with targeted costs to
10
<PAGE> 14
determine a "corporate performance percentage." The Company must achieve a
minimum percentage (designated by The Company's Board of Directors to be 85%)
before any bonuses based on corporate performance can be made to participants in
the Plan. Corporate performance bonuses are incrementally increased (or
decreased) in accordance with incrementally higher (or lower) performance
percentages (with the maximum percentage being 120%). In 1995, the Company
achieved a corporate performance percentage of 98.21%. In addition, each year
the Company's Board of Directors designates a minimum average price of gold per
ounce when the corporate performance target is determined. No corporate or
personal performance bonuses under the Plan may be paid for any year in which
the Company does not realize such minimum average price of gold per ounce. In
1995 the Company met the minimum average price of gold per ounce.
Personal performance bonuses are based upon an evaluation of a
participant's personal contribution to the Company and NMC and are also
typically paid in cash. However, 1995 personal performance bonuses to the named
executive officers, except Mr. Hamer, were paid partly in cash and partly in the
form of restricted shares of the Company's common stock, subject to two-year
vesting provisions. The restricted stock component of the Plan is intended to
align the interests and motivation of such recipients with the interests of the
Company's and NMC's stockholders. It is believed that such ownership will
positively influence long-term decision making since awards for current
performance will be impacted by future stock prices. In 1995, personal
performance awards to the named executive officers and other Plan participants
were based on certain subjective factors such as the individual skills,
experience and accomplishments of the relevant executive officer, as well as
such executive officers' contributions to the positive economic results realized
by the Company, together with its continued global expansion, during 1995. The
Committees did not use any fixed weighting of such factors in determining
personal performance bonuses.
Participants in the Plan are assigned target awards as a percentage of
their base salary. Target awards increase at higher management levels, to 105%
of base salary in the case of Mr. Cambre. The weighting of corporate performance
and personal performance factors varies by participant, and in the case of Mr.
Cambre was approximately one-third corporate performance and two-thirds personal
performance.
In light of the Company's performance in 1995, the Committees determined
that in general the sum of an individual's base salary and his or her target
annual incentive award should approach the 75th percentile for comparable
positions in the gold mining industry as set forth in the executive-level
compensation surveys described above.
The Chief Executive Officer's 1995 corporate performance bonus was based on
the corporate performance percentage described above, while his 1995 personal
performance bonus was based on his individual accomplishments as well as his
contributions to the overall results of the Company and NMC. Mr. Cambre's total
1995 cash and restricted stock bonus of $500,000 was equal to 100% of his 1995
base salary. Mr. Cambre's corporate performance bonus of $152,768 (31% of such
total award) was based on a corporate performance percentage of 98.21% as
described above. His personal performance bonus of $347,232 (69% of such total
award) was based on Mr. Cambre's personal performance evaluation. In making this
decision, the Committees considered Mr. Cambre's vision and leadership which
enabled the Company to achieve the following positive results and developments
in 1995:
- income before taxes exceeded target, notwithstanding start-up delays of a
production facility at the Company's Carlin mine and at Zarafshan-Newmont
in Uzbekistan;
- earnings, excluding non-recurring items, increased 16% from 1994 on an
only 11% increase in gold production during that same period, while cash
costs per equity ounce for 1995 rose only 3.5%;
- operations and gold production commenced at Zarafshan-Newmont in
Uzbekistan;
- successful gold production continued at Minera Yanacocha in Peru together
with an ongoing stable relationship with the community;
- the price of the Company's common stock, compared to that of its
competitors, increased overall in 1995 reflecting the sustained
confidence of the investment community in the Company and
- numerous significant additions were made to the Company's strategic
management team.
11
<PAGE> 15
STOCK OPTIONS. The third element of executive compensation, stock options,
is long-term in nature. In 1992, NMC's Compensation Committee, which is also
responsible for administering NMC's stock option plans, suspended its practice
of making semi-annual stock option grants to Messrs. Clark and Hamer. Instead,
the Committee awarded special equity option grants to these executives. In
addition, Messrs. Cambre, Murdy and Kurlander were also awarded special equity
option grants in November 1993, December 1992 and November 1994, respectively,
when they joined, or shortly after they joined, the Company and NMC. This form
of award was based upon recommendations contained in a study undertaken for
NMC's Compensation Committee by an independent compensation consultant which had
been asked to design an option program which would align the financial interests
of its senior-most executives more closely with those of the stockholders of the
Company and of NMC.
The special equity option awards are stock options with special pricing
features. With respect to half of these special grants the options are not
exercisable unless NMC's common stock price equals or exceeds 125% of the
exercise price on the day prior to exercise. With respect to the other half of
the special grants, the exercise prices are set at successively higher levels
above the value of NMC's common stock on the grant date. Individuals must own
and place on deposit with NMC a number of shares equal to 2% of the shares
covered by the options they were granted. The purpose of the deposited shares is
to evidence a commitment to ownership and risk on the part of the executive in
exchange for the leveraged opportunity to participate in the growth in share
value represented by the options. The shares come off deposit when an option is
exercised or expires. If the required number of shares are not placed on
deposit, or if they are taken off deposit early, the option is proportionately
reduced.
POLICIES WITH RESPECT TO TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION. Under
the Revenue Reconciliation Act of 1993, Section 162 of the Internal Revenue Code
was amended to eliminate, with certain exceptions, the deduction for certain
compensation in excess of $1 million to any named executive officer, including
the Chief Executive Officer. The Committees believe that NMC's stock plans
comply with the exceptions to this limitation. It is possible that payments made
from time to time under the Company's Annual Incentive Compensation Plan could
constitute non-deductible compensation expenses. Altering such Plan to assure
full deductibility of compensation, however, could inhibit the Committees'
ability to adjust performance criteria as they deem appropriate. Because the
Committees do not currently anticipate any significant increase in tax liability
to the Company or NMC as a result of the Section 162 amendments, the Committees
have not altered their approach to setting incentive compensation in response to
such amendments. Should the compensation levels of the Chief Executive Officer
or any of the other named executive officers materially affect the Company's or
NMC's tax position in the future, the Committees will consider establishing
performance criteria that will allow the Company and NMC to avail themselves of
all appropriate tax deductions.
SUMMARY. The Committees believe that the combination of competitive base
salaries, potentially significant performance-based annual incentives paid
partially in restricted stock and a highly leveraged equity incentive
represented by premium-priced options combined with an ownership commitment,
represents a highly motivational and effective senior executive compensation
program that works to attract and retain talented executives and strongly aligns
the interests of senior management with those of the stockholders of the Company
and of NMC in achieving above average long-term returns on investment.
Submitted by the Compensation Committee of the Company's Board of
Directors:
<TABLE>
<S> <C>
Joseph P. Flannery, Chairman Robin A. Plumbridge
Thomas A. Holmes William I. M. Turner, Jr.
</TABLE>
12
<PAGE> 16
FIVE-YEAR STOCKHOLDER RETURN COMPARISON
The following graph assumes $100 investment on December 31, 1990 in the
Company's common stock, the S&P 500 Index and the S&P Gold Index.
CUMULATIVE VALUE OF A $100 INVESTMENT
ASSUMING REINVESTMENT OF DIVIDENDS
[GRAPH]
<TABLE>
<CAPTION>
Newmont
Measurement Period Gold Com- S&P 500 S&P Gold
(Fiscal Year Covered) pany Index Index*
<S> <C> <C> <C>
1990 100 100 100
1991 94 130 81
1992 76 140 76
1993 111 155 139
1994 85 157 112
1995 106 215 126
</TABLE>
SECTION 16(A) REPORTING
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers and directors and holders of greater than 10%
of the Company's common stock to file initial reports of their ownership of the
Company's equity securities and reports of changes in ownership with the
Securities and Exchange Commission and the New York Stock Exchange. Based solely
on a review of the copies of such reports furnished to the Company and written
representations from the Company's executive officers and directors that no
Forms 5 were required, the Company believes that all Section 16(a) filing
requirements applicable to the Company's officers and directors were complied
with in 1995, except Jack H. Morris, an executive officer of the Company, who
reported one transaction late on a subsequently filed Form 5.
OTHER MATTERS
The Board of Directors does not intend to bring other matters before the
Annual Meeting of Stockholders except items incident to the conduct of the
meeting. However, on all matters properly brought before the meeting by the
Board of Directors or by others, the persons named as proxies in the
accompanying proxy, or their substitutes, will vote in accordance with their
best judgment.
13
<PAGE> 17
NEWMONT GOLD COMPANY
PROXY SOLICITED BY BOARD OF DIRECTORS FOR
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 2, 1996
P The undersigned hereby appoints GRAHAM M. CLARK, JR., WAYNE W. MURDY
and TIMOTHY J. SCHMITT, and each or any of them as proxies, with full
R power of substitution and revocation, to represent the undersigned and to
vote all shares of the common stock of Newmont Gold Company which the
O undersigned is entitled to vote at the Annual Meeting of Stockholders of
the Company to be held at 9:30 a.m., local time, on Thursday, May 2, 1996
X in the John D. Hershner Room, 1700 Lincoln Street, Denver, Colorado, and
any adjournments thereof, upon the matters listed on the reverse side
Y hereof. The proxies appointed hereby may act by a majority of said proxies
present at the meeting (or if only one is present, by that one).
Election of Directors - Nominees:
R.I.J. Agnew, J.P. Bolduc, R.C. Cambre,
J.P. Flannery, L.I. Higdon, Jr., T.A. Holmes,
R.A. Plumbridge, R.H. Quenon, M.A. Qureshi,
M.K. Reilly, J.V. Taranik, W.I.M. Turner, Jr.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICE BY MARKING THE APPROPRIATE BOX,
SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOX IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATION. THE PROXIES CANNOT
VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
-----------
SEE REVERSE
SIDE
-----------
<PAGE> 18
Please mark your
X votes as in this
example.
This proxy when properly executed will be voted in the manner directed
herein. If no direction is made, this proxy will be voted FOR election of
directors.
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR the nominees for election of
directors set forth on the reverse of this proxy.
- --------------------------------------------------------------------------------
FOR WITHHELD
Election of
Directors
(see reverse)
For all except nominees written in the space provided below.
- ------------------------------------------------------------
- --------------------------------------------------------------------------------
Please sign exactly as name appears hereon.
Joint owners should each sign. When signing
as attorney, executor, administrator,
trustee or guardian, please give full
title as such.
Each signer hereby revokes all previously
signed proxies to vote at the meeting or
any adjournments thereof.
-------------------------------------------
-------------------------------------------
SIGNATURE(S) DATE
- FOLD AND DETACH HERE -
NEWMONT GOLD COMPANY
PLEASE SIGN, DATE AND RETURN YOUR
PROXY IN THE ENCLOSED ENVELOPE
