UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
October 7, 1998
Newmont Gold Company
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State of Jurisdiction of Incorporation)
1-9184 13-2526632
(Commission File (I.R.S. Employer
Number) Identification Number)
1700 Lincoln Street 80203
Denver, Colorado (Zip Code)
(Address of Principal Executive Offices)
(203) 863-7414
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On October 7, 1998, Newmont Mining Corporation ("Newmont Mining")
caused a merger to be consummated whereby it acquired the approximately 6.25% of
the equity interest of Newmont Gold Company ("Newmont Gold") that it did not
already own. Pursuant to the merger, each outstanding share of Newmont Gold
common stock (other than shares that perfect appraisal rights under Delaware law
and shares owned by Newmont Mining and its subsidiaries) was converted to the
right to receive 1.025 shares of Newmont Mining common stock. Fractional shares
will be paid in cash. Assuming no exercise of appraisal rights, approximately
10.7 million shares of Newmont Mining common stock will be issued in the merger
to the former stockholders of Newmont Gold (other than Newmont Mining and its
subsidiaries). Newmont Gold, listed on the New York Stock Exchange under the
symbol NGC, ceased to trade prior to the opening of the market on October 8,
1998.
The board of directors of Newmont Mining previously approved the
merger. A special committee of the Newmont Gold board of directors, consisting
of directors who are not affiliates of Newmont Mining, determined that the
merger is fair to the minority shareholders of Newmont Gold.
The merger is the final step in the consolidation process between
Newmont Gold and Newmont Mining that began in 1994. Since January 1, 1994, the
two companies have had the same per-share assets, operating results, earnings
and dividends.
Item 7. Financial Statements and Exhibits
(a) None.
(b) None.
(c) None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEWMONT GOLD COMPANY
Dated: October 8, 1998 By /s/ Timothy J. Schmitt
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Name: Timothy J. Schmitt
Title: Vice President, Secretary and
Assistant General Counsel
