<PAGE> 1
FORM 11-K
[x] ANNUAL REPORTS
PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT
PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
[NO FEE REQUIRED]
For the transition period from to
----------------------- ----------------------
Commission file number 1-9184
NEWMONT GOLD COMPANY SALARIED RETIREMENT SAVINGS PLAN
-----------------------------------------------------
(Title of Plans)
NEWMONT GOLD COMPANY
----------------------
(Issuer of Securities)
1700 Lincoln Street, Denver, Colorado 80203
-------------------------------------------
(Principal Executive Office)
<PAGE> 2
NEWMONT GOLD COMPANY SALARIED
RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
AS OF DECEMBER 31, 1997 AND 1996
TOGETHER WITH REPORT OF INDEPENDENT
PUBLIC ACCOUNTANTS
<PAGE> 3
NEWMONT GOLD COMPANY SALARIED
RETIREMENT SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
<TABLE>
<CAPTION>
Page(s)
-------
<S> <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Plan Benefits,
with Fund Information, as of December 31, 1997 2
Statement of Net Assets Available for Plan Benefits,
with Fund Information, as of December 31, 1996 3
Statement of Changes in Net Assets Available for
Plan Benefits, with Fund Information, for the Year
Ended December 31, 1997 4-5
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES 6-11
SCHEDULES SUPPORTING FINANCIAL STATEMENTS:
Schedule I--Item 27a--Schedule of Assets Held for
Investment Purposes as of December 31, 1997 12
Schedule II--Item 27d--Schedule of Reportable Transactions,
January 1, 1997 through December 31, 1997 13
</TABLE>
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Participants and Administration Committee of the
Newmont Gold Company Salaried Retirement Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits, with fund information, of the NEWMONT GOLD COMPANY SALARIED RETIREMENT
SAVINGS PLAN (the "Plan") as of December 31, 1997 and 1996 and the related
statement of changes in net assets available for plan benefits, with fund
information, for the year ended December 31, 1997. These financial statements
and the schedules referred to below are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1997 and 1996, and the changes in its net assets available for plan
benefits for the year ended December 31, 1997, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in the
statements of net assets available for plan benefits and the statement of
changes in net assets available for plan benefits is presented for purposes of
additional analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each fund. The
supplemental schedules and fund information have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated, in all material respects, in relation to the basic
financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado,
June 23, 1998.
- 1 -
<PAGE> 5
NEWMONT GOLD COMPANY SALARIED RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
Non-Participant
Directed Participant Directed
--------------- --------------------------------------------------------------------------
Newmont
Neuberger Gold
PIMCO & Company
Low Berman MasterWorks AIM Templeton Common
Duration Guardian S&P 500 Constellation Foreign Stock
Cash Fund Trust Stock Fund Fund Fund Fund
---------- ---------- ---------- ----------- ------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS, at fair value:
Cash and cash equivalents $ 189,902 $ -- $ -- $ -- $ -- $ -- $ --
Collective investment funds -- -- -- -- -- -- --
Mutual funds -- 4,259,647 9,165,836 9,110,416 11,110,450 4,086,098 --
Employer stock fund -- -- -- -- -- -- 3,072,410
Participant loans -- -- -- -- -- -- --
---------- ---------- ---------- ----------- ----------- ---------- ----------
Total investments 189,902 4,259,647 9,165,836 9,110,416 11,110,450 4,086,098 3,072,410
---------- ---------- ---------- ----------- ----------- ---------- ----------
NET ASSETS AVAILABLE
PLAN BENEFITS $189,902 $4,259,647 $9,165,836 $ 9,110,416 $11,110,450 $4,086,098 $3,072,410
========== ========== ========== =========== =========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------------------------------------
U.S.
Government
Money LifePath LifePath LifePath LifePath LifePath
Market 2000 2010 2020 2030 2040 Participant
Fund Fund Fund Fund Fund Fund Loans Total
---------- ---------- ---------- ---------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS, at fair value:
Cash and cash equivalents $ -- $ -- $ -- $ -- $ -- $ -- $ -- 189,902
Collective investment funds 4,405,826 1,561,534 3,084,222 3,688,380 1,636,305 1,400,838 -- 15,777,105
Mutual funds -- -- -- -- -- -- -- 37,732,447
Employer stock fund -- -- -- -- -- -- -- 3,072,410
Participant loans -- -- -- -- -- -- 3,396,516 3,396,516
---------- ---------- ---------- --------- ---------- ---------- ---------- -----------
Total investments 4,405,826 1,561,534 3,084,222 3,688,380 1,636,305 1,400,838 3,396,516 60,168,380
---------- ---------- ---------- --------- ---------- ---------- ---------- -----------
NET ASSETS AVAILABLE
PLAN BENEFITS $4,405,826 $1,561,534 $3,084,222 $3,688,380 $1,636,305 $1,400,838 $3,396,516 $60,168,380
========== ========== ========== ========== ========== ========== ========== ===========
</TABLE>
The accompanying notes to financial statements and supplemental
schedules are an integral part of this statement.
- 2 -
<PAGE> 6
NEWMONT GOLD COMPANY SALARIED RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
Non-Participant
Directed Participant Directed
--------------- -----------------------------------------------------------------------------
Newmont
Neuberger Gold
PIMCO & Company
Low Berman MasterWorks AIM Templeton Common
Duration Guardian S&P 500 Constellation Foreign Stock
Cash Fund Trust Stock Fund Fund Fund Fund
---------- ---------- ---------- ---------- ------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS, at fair value:
Cash and cash equivalents $ 150,957 $ -- $ -- $ -- $ -- $ -- $ --
Collective investment funds -- -- -- -- -- -- --
Mutual funds -- 4,228,800 8,249,942 5,322,033 9,090,026 3,274,898 --
Employer stock fund -- -- -- -- -- -- 1,522,713
Participant loans -- -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total investments 150,957 4,228,800 8,249,942 5,322,033 9,090,026 3,274,898 1,522,713
---------- ---------- ---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 150,957 $4,228,800 $8,249,942 $5,322,033 $9,090,026 $3,274,898 $1,522,713
========== ========== ========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------------------------------------
U.S.
Government
Money LifePath LifePath LifePath LifePath LifePath
Market 2000 2010 2020 2030 2040 Participant
Fund Fund Fund Fund Fund Fund Loans Total
---------- ---------- ---------- ---------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS, at fair value:
Cash and cash equivalents $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ 150,957
Collective investment funds 3,920,829 1,484,369 2,726,077 2,413,703 1,346,152 745,999 -- 12,637,129
Mutual funds -- -- -- -- -- -- -- 30,165,699
Employer stock fund -- -- -- -- -- -- -- 1,522,713
Participant loans -- -- -- -- -- -- 2,669,649 2,669,649
---------- ---------- ---------- ---------- ---------- ---------- ---------- -----------
Total investments 3,920,829 1,484,369 2,726,077 2,413,703 1,346,152 745,999 2,669,649 47,146,147
---------- ---------- ---------- ---------- ---------- ---------- ---------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $3,920,829 $1,484,369 $2,726,077 $2,413,703 $1,346,152 $ 745,999 $2,669,649 $47,146,147
========== ========== ========== ========== ========== ========== ========== ===========
</TABLE>
The accompanying notes to financial statements and
supplemental schedules are an integral part of this statement.
- 3 -
<PAGE> 7
NEWMONT GOLD COMPANY SALARIED RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Non-Participant
Directed Participant Directed
---------------- ----------------------------
PIMCO Neuberger &
Low Duration Berman
Cash Fund Guardian Trust
------------- ------------ -------------
<S> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Contributions (Note 1)-
Employee $ -- $ 226,162 $ 783,267
Employer, net of forfeitures used for offset (183,707) 132,078 466,578
Rollovers and repayments, net -- 28,019 84,162
Investment income-
Interest and dividends 12,595 -- 669,885
Net appreciation/(depreciation) in fair value of investments -- 327,164 766,042
------------ ------------ ------------
Total additions (171,112) 713,423 2,769,934
DEDUCTIONS FROM NET ASSETS:
Distributions to participants (332) (365,231) (485,960)
Administrative fees (9,116) (473) (1,007)
------------ ------------ ------------
Total deductions (9,448) (365,704) (486,967)
INTERFUND TRANSFERS, net 219,505 (316,872) (1,367,073)
------------ ------------ ------------
Net increase 38,945 30,847 915,894
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of year 150,957 4,228,800 8,249,942
------------ ------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year $ 189,902 $ 4,259,647 $ 9,165,836
============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------
Newmont Gold
MasterWorks AIM Templeton Company
S&P 500 Constellation Foreign Common Stock
Stock Fund Fund Fund Fund
------------ ------------- ------------ ------------
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Contributions (Note 1)-
Employee $ 851,940 $ 1,303,757 $ 503,230 $ 373,157
Employer, net of forfeitures used for offset 492,920 767,711 274,232 231,386
Rollovers and repayments, net 167,503 122,676 122,024 43,580
Investment income-
Interest and dividends 309,364 810,777 439,098 --
Net appreciation/(depreciation) in fair value of investments 1,694,900 198,866 (210,551) (972,955)
------------ ------------ ------------ ------------
Total additions 3,516,627 3,203,787 1,128,033 (324,832)
DEDUCTIONS FROM NET ASSETS:
Distributions to participants (273,192) (216,097) (106,389) (79,807)
Administrative fees (856) (1,330) (385) (473)
------------ ------------ ------------ ------------
Total deductions (274,048) (217,427) (106,774) (80,280)
INTERFUND TRANSFERS, net 545,804 (965,936) (210,059) 1,954,809
------------ ------------ ------------ ------------
Net increase 3,788,383 2,020,424 811,200 1,549,697
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of year 5,322,033 9,090,026 3,274,898 1,522,713
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year $ 9,110,416 $ 11,110,450 $ 4,086,098 $ 3,072,410
============ ============ ============ ============
</TABLE>
The accompanying notes to financial statements and
supplemental schedules are an integral part of this statement.
- 4 -
<PAGE> 8
NEWMONT GOLD COMPANY SALARIED RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------
U.S.
Government LifePath LifePath LifePath
Money Market 2000 2010 2020
Fund Fund Fund Fund
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Contributions (Note 1)-
Employee $ 547,047 $ 63,696 $ 290,090 $ 339,314
Employer, net of forfeitures used for offset 358,057 39,219 177,641 221,470
Rollovers and repayments, net 47,125 1,714 165,468 129,358
Investment income-
Interest and dividends 199,421 -- -- --
Net appreciation/(depreciation) in fair value of investments -- 137,297 425,027 468,109
------------ ------------ ------------ ------------
Total additions 1,151,650 241,926 1,058,226 1,158,251
DEDUCTIONS FROM NET ASSETS:
Distributions to participants (698,454) (79,028) (131,286) (154,257)
Administrative fees (788) (95) (315) (374)
------------ ------------ ------------ ------------
Total deductions (699,242) (79,123) (131,601) (154,631)
INTERFUND TRANSFERS, net 32,589 (85,638) (568,480) 271,057
------------ ------------ ------------ ------------
Net increase 484,997 77,165 358,145 1,274,677
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of year 3,920,829 1,484,369 2,726,077 2,413,703
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year $ 4,405,826 $ 1,561,534 $ 3,084,222 $ 3,688,380
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------
LifePath LifePath
2030 2040 Participant
Fund Fund Loans Total
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Contributions (Note 1)-
Employee $ 179,831 $ 189,967 $ -- $ 5,651,458
Employer, net of forfeitures used for offset 128,677 114,332 -- 3,220,594
Rollovers and repayments, net 18,485 10,897 -- 941,011
Investment income-
Interest and dividends -- -- 290,159 2,731,299
Net appreciation/(depreciation) in fair value of investments 302,698 213,288 -- 3,349,885
------------ ------------ ------------ ------------
Total additions 629,691 528,484 290,159 15,894,247
DEDUCTIONS FROM NET ASSETS:
Distributions to participants (33,985) (30,203) (201,999) (2,856,220)
Administrative fees (288) (294) -- (15,794)
------------ ------------ ------------ ------------
Total deductions (34,273) (30,497) (201,999) (2,872,014)
INTERFUND TRANSFERS, net (305,265) 156,852 638,707 --
------------ ------------ ------------ ------------
Net increase 290,153 654,839 726,867 13,022,233
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of year 1,346,152 745,999 2,669,649 47,146,147
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year $ 1,636,305 $ 1,400,838 $ 3,396,516 $ 60,168,380
============ ============ ============ ============
</TABLE>
The accompanying notes to financial statements and
supplemental schedules are an integral part of this statement.
- 5 -
<PAGE> 9
NEWMONT GOLD COMPANY SALARIED
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1997 AND 1996
(1) DESCRIPTION OF PLAN
The following description of the Plan provides only general information.
Participants should refer to the Plan document for a more complete description
of the Plan's provisions.
General
The Plan was established on July 1, 1973 by Newmont Mining Corporation. The Plan
sponsorship transferred in 1994 to Newmont Gold Company (the "Company"). The
Plan is a defined contribution plan subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA"). Benefits under the Plan are
not subject to guarantee by the Pension Benefit Guaranty Corporation.
Trust
Trustee, record keeping and investment management services were performed by the
MasterWorks division of BZW Barclays Global Investors, N.A. ("BGI") and various
investment managers. Plan assets were held under a trust agreement (the "Trust")
maintained by BGI (the "Trustee").
Effective October 15, 1996, BGI was renamed Barclays Global Investors, N.A.
Effective September 1, 1997, Barclays Global Investors, N.A. was acquired by
Merrill Lynch Group Employee Services who succeeded the business of the
MasterWorks division as Merrill Lynch Group Employee Services, MasterWorks
("Merrill Lynch").
An Investment Committee of not less than three nor more than five members is
appointed by the Company's Board of Directors. The Investment Committee
evaluates the performance of the Trustee, may retain independent advisors and
consultants, and selects the investment options offered under the Plan.
- 6 -
<PAGE> 10
Eligibility and Contributions
Salaried employees are eligible to participate in the Plan on the first day of
the first month following their date of employment. Participants may elect to
contribute to the Plan, on a pre-tax or after tax basis or combination thereof,
up to 15% of their Plan eligible compensation to a maximum of $9,500 on a
pre-tax basis for each of the 1997 and 1996 Plan years. Participants'
contributions are matched by the Company, not to exceed 6% of their base
compensation. Total matching contributions are limited to $9,000 annually per
participant. Total annual additions under the Plan and all other plans sponsored
by the Company are limited to the lesser of 25% of eligible compensation or
$30,000. Annual additions are defined as the participant's contributions and the
Company's matching contributions.
Vesting
Participants' contributions are fully vested. Participants vest 20% in Company
matching contributions for each year of service to a maximum of 100% after five
years of service. Additionally, participants may become fully vested in the
matching Company contributions under certain other circumstances, including Plan
termination.
At December 31, 1997 and 1996, forfeited nonvested accounts totaled $189,902 and
$150,957, respectively. These amounts are used to reduce future Company
contributions. During 1997, Company contributions were reduced by $166,303 from
forfeited nonvested accounts.
The Plan provides that the Trustee may accept from a participant a contribution
representing distributions from another plan which meets the requirements of
Section 401(a) of the Internal Revenue Code (the "Code"). Such "rollover
contributions" shall be fully vested and shall not be subject to, or affect in
any way, the maximum annual contribution limitation.
Participant Accounts
Each participant's account is credited with the participant's contribution and
the Company's matching contribution. In addition, plan earnings are allocated to
participant accounts on a daily basis based upon participant account balances.
Payment of Benefits
Upon retirement, death, disability, or termination of service, a participant may
elect to receive a lump sum distribution equal to his or her vested account
balance.
- 7 -
<PAGE> 11
Investments
Participants may invest their contributions and their portion of the Company's
matching contribution in the following investment funds:
o PIMCO Low Duration Fund - Holds cash and shares of the PIMCO Low
Duration Mutual Fund which invests in a diversified portfolio of
fixed-income securities with an average duration between one and
three years.
o Neuberger & Berman Guardian Trust - A growth and income fund which
invests in stocks of established high-quality companies considered
to be undervalued in comparison to stocks of similar companies.
o Merrill Lynch - MasterWorks S&P 500 Stock Fund - Invests in the
companies included in the Standard & Poor's 500 Index.
o AIM Constellation Fund - Aggressively seeks capital appreciation by
investing principally in common stocks, with emphasis on
medium-sized and smaller emerging-growth companies.
o Templeton Foreign Fund - Seeks long-term capital growth through a
flexible policy of investing in stocks and debt obligations of
companies and governments outside the United States.
o Newmont Gold Company Common Stock Fund - Invests solely in the
common stock of Newmont Gold Company.
o Merrill Lynch - U.S. Government Money Market Fund - Invests
primarily in securities of the U.S. Government or its agencies with
maturities of less than one year.
o Merrill Lynch - LifePath Collective Trust (five fund elections) -
The LifePath Funds invest in a changing mix of U.S. and
international stocks, bonds, and money market securities according
to the targeted retirement year of the investor.
- 8 -
<PAGE> 12
The cost basis of the Plan's investments was $54,552,092 and $43,556,619 at
December 31, 1997 and 1996, respectively. The fair market value of individual
investments that represent 5% or more of the Plan's total investments as of
December 31, 1997 or 1996 are as follows:
<TABLE>
<CAPTION>
1997 1996
------------- -------------
<S> <C> <C>
PIMCO Low Duration Fund $ 4,259,647 $ 4,228,800
Neuberger & Berman Guardian Trust Fund 9,165,836 8,249,942
Merrill Lynch - MasterWorks S&P 500 Stock Fund 9,110,416 5,322,033
AIM Constellation Fund 11,110,450 9,090,026
Templeton Foreign Fund 4,086,098 3,274,898
Merrill Lynch - U.S. Government
Money Market Fund 4,405,826 3,920,829
Merrill Lynch - LifePath 2010 Fund 3,084,222 2,726,077
Merrill Lynch - LifePath 2020 Fund 3,688,380 2,413,703
Participant Loans 3,396,516 2,669,649
Newmont Gold Company Common Stock Fund 3,072,410 *1,522,713
</TABLE>
- -------------
*Below 5% as of 12/31/96
Loans
Loans are permitted from individual plan accounts on 50% of the participant's
vested balance. The minimum loan amount is $1,000 and the maximum is the lesser
of 50% of the vested balance or $50,000. The repayment period may be up to five
years, or up to ten years if the loan is for the purchase of a principal
residence. The interest rate is determined by the plan administrator based on
prime plus 1% and is fixed over the life of the note.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements are prepared on the accrual basis of
accounting. The preparation of the financial statements in conformity with
generally accepted accounting principles requires the Plan's management to use
estimates and assumptions that affect the accompanying financial statements and
disclosures. Actual results could differ from these estimates.
Valuation of Investments
The Plan's investment funds are stated at fair value based on quoted market
prices, which were readily determinable at December 31, 1997 and 1996. Cash
equivalents and participant loans are stated at cost which approximates fair
value.
- 9 -
<PAGE> 13
Net Appreciation (Depreciation) in Fair Value of Investments
Net realized and unrealized appreciation (depreciation) is recorded in the
accompanying statement of changes in net assets available for plan benefits as
net appreciation (depreciation) in fair value of investments.
Payment of Benefits
Benefits are recorded when paid.
Administrative Fees
The Company pays all administrative expenses of the Plan, except for loan
processing fees on loans initiated subsequent to October 1, 1995.
(3) PLAN TERMINATION
Although it is the expectation of the Company to continue the Plan indefinitely,
in the event of termination of the Plan, with respect to a group or class of
participants, or partial discontinuance of contributions, the balance credited
to the Company's matching contributions accounts of all participants subject to
such partial termination or partial discontinuance of contributions, will become
fully vested and nonforfeitable.
(4) TAX STATUS
The Trust established under the Plan is qualified under the Code as exempt from
Federal income taxes and a favorable determination letter has been received from
the IRS dated December 4, 1996. The Plan administrator and the Plan's legal
counsel believe that the Plan is being operated in compliance with the
applicable requirements of the Code. Therefore, they believe that the Plan is
qualified and the related Trust is tax exempt as of the financial statement
date.
(5) RELATED PARTY TRANSACTIONS
Certain plan investments are units of collective investment funds and mutual
funds managed by Merrill Lynch. Also, certain plan investments are shares of
Newmont Gold Company, the sponsor of the Plan.
(6) RISKS AND UNCERTAINTIES
The Plan provides for various investment options in mutual fund and other
investment securities. Investment securities are exposed to various risks, such
as interest rate, market and credit risks. Due to the level of risk associated
with certain investment securities, it is reasonably possible that changes in
the value of investment securities will occur in the near term and that such
changes could materially affect participants' account balances and the amounts
reported in the statements of net assets available for plan benefits.
- 10 -
<PAGE> 14
At December 31, 1997, the Plan held no derivative instruments directly. However,
the Plan held such instruments indirectly through their investments in the
collective investment funds and mutual funds, which under their trust
agreements, may invest in such instruments. These instruments consist mainly of
futures contracts and options. Credit risk exists with respect to these
instruments. The credit related gains and losses during the year ended December
31, 1997 were immaterial.
(7) SUBSEQUENT EVENTS
Effective January 1, 1998, the Plan merged with the Santa Fe Pacific Gold
Corporation Retirement and Savings Plan and the trusts formed under and in
accordance with provisions of the Plan and the Santa Fe Pacific Gold Corporation
Retirement and Savings Plan were merged and consolidated into one trust. In
connection with the merger the Plan name was changed to "Newmont Gold Company
Retirement Savings Plan."
As of January 5, 1998, all assets of the Plan were transferred from Merrill
Lynch Group Employee Services, MasterWorks to The Vanguard Group, Inc.
("Vanguard"). Trustee, record keeping, and investment management services are
now performed by Vanguard.
- 11 -
<PAGE> 15
SCHEDULE I
NEWMONT GOLD COMPANY SALARIED
RETIREMENT SAVINGS PLAN
ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
Name of Issuer Market Cost
or Party Involved Description of Assets Value Basis
- ------------------------------------- --------------------------- ------------- -----------------
<S> <C> <C> <C>
Cash Cash and Cash Equivalents
Fund $ 189,902 $ 189,902
PIMCO Low Duration Fund Mutual Fund 4,259,647 3,701,315
Neuberger & Berman Guardian Trust Mutual Fund 9,165,836 7,897,768
*Merrill Lynch - MasterWorks S&P 500
Stock Fund Mutual Fund 9,110,416 6,982,468
AIM Constellation Fund Mutual Fund 11,110,450 10,360,120
Templeton Foreign Fund Mutual Fund 4,086,098 4,081,285
*Newmont Gold Company
Common Stock Fund Employer Stock Fund 3,072,410 4,063,043
*Merrill Lynch - U.S. Government
Money Market Fund Collective Investment Fund 4,405,826 4,405,826
*Merrill Lynch - LifePath 2000 Fund Collective Investment Fund 1,561,534 1,367,616
*Merrill Lynch - LifePath 2010 Fund Collective Investment Fund 3,084,222 2,603,872
*Merrill Lynch - LifePath 2020 Fund Collective Investment Fund 3,688,380 3,090,696
*Merrill Lynch - LifePath 2030 Fund Collective Investment Fund 1,636,305 1,269,527
*Merrill Lynch - LifePath 2040 Fund Collective Investment Fund 1,400,838 1,142,138
Participant Loans (a) Interest rates ranging
from 7.0% to 10.0% 3,396,516 3,396,516
------------- -------------
Totals $ 60,168,380 $ 54,552,092
============= =============
</TABLE>
* Represents a party-in-interest.
(a) Participant loans under the Plan bear interest at prime, as of the date of
borrowing, plus one percent.
The accompanying notes to financial statements
are an integral part of this schedule.
- 12 -
<PAGE> 16
SCHEDULE II
NEWMONT GOLD COMPANY SALARIED
RETIREMENT SAVINGS PLAN
ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS(a)
JANUARY 1, 1997 THROUGH DECEMBER 31, 1997
(a) Individual or series of transactions which, when aggregated, involve an
amount in excess of 5% of plan assets as of the beginning of the plan
year. Purchases and sales are made at current value on the date of the
transactions.
<TABLE>
<CAPTION>
Number of
Transactions
-------------------- Purchase Selling Net
Name of Issuer or Party Involved/Description Purchases Sales Price Price Cost Gain/(Loss)
- ------------------------------------------------------- ---------- ------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Neuberger & Berman Guardian Trust - Mutual Fund 86 -- $2,286,873 $ -- $2,286,873 $ --
Neuberger & Berman Guardian Trust - Mutual Fund -- 139 -- 2,137,021 1,746,303 390,718
Templeton Foreign Fund - Mutual Fund 102 -- 1,820,809 -- 1,820,809 --
Templeton Foreign Fund - Mutual Fund -- 99 -- 799,058 720,124 78,934
*Merrill Lynch - MasterWorks--S&P 500 Stock - Mutual Fund 134 -- 3,146,237 -- 3,146,237 --
*Merrill Lynch - MasterWorks--S&P 500 Stock - Mutual Fund -- 100 -- 1,052,754 815,882 236,872
AIM Constellation - Mutual Fund 105 -- 4,162,243 -- 4,162,243 --
AIM Constellation - Mutual Fund -- 133 -- 2,340,685 2,137,603 203,082
*Merrill Lynch - U.S. Government Money Market -
Collective Investment Fund 90 -- 2,422,481 -- 2,422,481 --
*Merrill Lynch - U.S. Government Money Market -
Collective Investment Fund -- 121 -- 1,937,484 1,937,484 --
*Newmont Gold Company - Common Stock Fund 140 -- 3,375,481 -- 3,375,481 --
*Newmont Gold Company - Common Stock Fund -- 81 -- 852,830 980,727 (127,897)
*Merrill Lynch - LifePath 2010 87 -- 1,228,179 -- 1,228,179 --
*Merrill Lynch - LifePath 2010 -- 49 -- 1,295,061 1,120,399 174,662
*Represents a party-in-interest.
</TABLE>
The accompanying notes to financial
statements are an integral part of this schedule.
- 13 -
<PAGE> 17
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEWMONT GOLD COMPANY
SALARIED RETIREMENT SAVINGS PLAN
By: /s/ DAWN M. PUTATURO
--------------------------------------
Dawn M. Putaturo
Administration Committee Member
Dated: June 29, 1998 By: /s/ TIMOTHY J. SCHMITT
----------------------- --------------------------------------
Timothy J. Schmitt
Vice President, Secretary and
Assistant General Counsel
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit
---------- -------
<S> <C>
23 Consent of Arthur Andersen LLP
</TABLE>
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated June 23, 1998 on the Newmont Gold Company Salaried Retirement Savings
Plan, included in this Form 11-K for the year ended December 31, 1997.
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado,
June 26, 1998.
