<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from ________ to
___________
Commission File number: 0-16484
Getchell Gold 401(k) Savings Plan
---------------------------------
Title of Plan
Getchell Gold Corporation
-------------------------
Issuer of Securities
5460 South Quebec Street, Suite 240, Englewood, Colorado 80111
--------------------------------------------------------------
Principal Executive Office
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.
Dated: October 14, 1997 Getchell Gold 401(k) Savings Plan
By: /s/ Donald O. Miller
--------------------------
Donald O. Miller
Chief Human Resource Officer
By: /s/ Donald S. Robson
--------------------------
Donald S. Robson
Chief Financial Officer
<PAGE>
GETCHELL GOLD 401(K) SAVINGS PLAN
Financial Statements and Schedules
December 31, 1996 and 1995
(With Independent Auditors' Report Thereon)
<PAGE>
GETCHELL GOLD 401(K) SAVINGS PLAN
INDEX
Page
Independent Auditors' Report ............................................. 1
Statements of Net Assets Available for Plan Benefits
December 31, 1996 and 1995 ...................................... 2
Statement of Changes in Net Assets Available for Plan Benefits
For the year ended December 31, 1996 ............................ 3
Notes to Financial Statements ............................................. 4
Schedules
1 Assets Held for Investment Purposes (Form 5500, Item 27a) -
December 31, 1996 ...................................... 12
2 Reportable Transactions (Form 5500, Item 27d) -
Year Ended December 31, 1996 ........................... 13
<PAGE>
Independent Auditors' Report
The Plan Committee
Getchell Gold 401(k) Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the Getchell Gold 401(k) Savings Plan (the Plan) as of December 31,
1996 and 1995, and the related statement of changes in net assets available for
plan benefits for the year ended December 31, 1996 and the supplemental
schedules of assets held for investment purposes as of December 31, 1996 and
reportable transactions for the year ended December 31, 1996. These financial
statements and schedules are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements 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 plan benefits as of December
31, 1996 and 1995, and the changes in net assets available for plan benefits for
the year ended December 31, 1996 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 as of December 31, 1996 and reportable transactions for
the year ended December 31, 1996, 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 of Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedules 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.
KPMG Peat Marwick LLP
Denver, Colorado
July 29, 1997
Page 1
<PAGE>
GETCHELL GOLD 401(K) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31,
----------------------
1996 1995
---------- ---------
ASSETS
Cash and cash equivalents $ 11,060 $ 216,679
---------- ----------
Investments, at fair value (Note 2)
Schwab U.S. Treasury Money Fund 284,625 129,123
Vanguard Fixed-Income Short-Term Corporate Fund 209,626 140,210
Columbia Fixed Income Securities Fund 319,284 229,815
Dodge & Cox Balanced Fund 1,298,926 712,401
Dodge & Cox Stock Fund 994,821 736,020
Davis New York Venture Fund 882,771 350,803
T. Rowe Price International Stock Fund 189,739 63,116
Getchell Gold Corporation Common Stock 635,797 -
---------- ----------
Total Investments 4,815,589 2,361,488
---------- ----------
Receivables:
Employee contributions 69,191 134,336
Employer contributions 33,450 62,835
Loans to participants 515,181 285,330
Transfers from prior trustee:
Getchell Gold Corporation Common Stock - 372,899
ChemFirst Inc. Common Stock - 187,234
---------- ----------
Total Receivables 617,822 1,042,634
---------- ----------
Net assets available for plan benefits $5,444,471 $3,620,801
========== ==========
The accompanying notes are an integral part of the financial statements.
Page 2
<PAGE>
GETCHELL GOLD 401(K) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Year Ended
December
31, 1996
----------
Additions to net assets attributed to:
Investment income (Note 2):
Net appreciation in fair value of investments, including
realized and unrealized gains and losses $ 558,467
Interest and dividend income 203,165
----------
Net investment income 761,632
----------
Contributions (Note 1):
Employee 1,567,816
Employer 416,367
----------
Total contributions 1,984,183
----------
Other 4,491
----------
Total additions 2,750,306
Deductions from net assets attributed
to benefits paid to participants 926,636
----------
Net increase in net assets available for plan benefits 1,823,670
Net assets available for plan benefits:
Beginning of year 3,620,801
----------
End of year $5,444,471
==========
The accompanying notes are an integral part of the financial statements.
Page 3
<PAGE>
GETCHELL GOLD 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
(1) DESCRIPTION OF THE PLAN
The following brief description of the Getchell Gold (the "Company")
401(k) Savings Plan (the "Plan") provides only general information. Participants
should refer to the Plan agreement for a more complete description of the Plan's
provisions.
General
The Plan is a qualified defined contribution plan and is subject to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
Administration of the Plan is provided by Milliman & Robertson and trust
services are provided by Charles Schwab Trust Company.
Establishment of the Plan
On October 20, 1995, ChemFirst Inc. (formerly known as First
Mississippi Corporation) distributed its 81% interest in the Company's common
stock to ChemFirst shareholders (the "spin-off"). Prior to the spin-off,
eligible Company employees participated in ChemFirst's 401(k) plan. The Plan was
established in December 1995 pursuant to Section 401(a) of the Internal Revenue
Code (the "Code") after which all participant balances were transferred from the
ChemFirst 401(k) plan into the Plan.
Eligibility and Contributions
Employees who are at least 18 years of age are eligible to participate
in the Plan on the first day of the calendar quarter following completion of one
month of service. Participants may elect to contribute up to 15 percent of their
pretax compensation, as defined by the Plan. The Internal Revenue Service has
established guidelines which limit contributions by participants, which for 1996
was $9,500. Company contributions are established by the Plan Committee and are
discretionary. Currently, the Company matches 100 percent of participants'
contributions up to 4 percent of their compensation. During 1996, the Company
made matching contributions of $416,367. Employees may also roll-over amounts
into the Plan from other qualified defined benefit or contribution plans.
Contributions are self-directed by participants into eight investment
options offered by the Plan. The eight investment options include: Stable Asset,
Short-Term Bond, Intermediate Bond, Mixed Investment, Basic Stock, Capital
Appreciation, International Equity and Getchell Gold Corporation Common Stock.
Each of these options is discussed further in Note 3.
Page 4
<PAGE>
GETCHELL GOLD 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
Each participant's account is credited with the participant and
employer contributions and an allocation of investment earnings and losses.
Contributions are accrued as of the date the participant's contributions are
withheld from compensation and are deposited directly into the investment option
selected by the participant.
Vesting
Participant contributions are fully vested at all times. Vesting of
Company contributions and the earnings thereon is based on years of continuous
service as follows:
Percentage
Years of Service Vested
--------------------- ----------
Less than three years 0%
Three years or more 100%
The balance in a participant's employer contribution account shall
become fully vested and nonforfeitable upon the occurrence of any one of the
following events:
(a) Attainment of age 65 while still an employee
(b) Termination of employment as a result of disability
(c) Completion of three years of service
(d) Termination of employment as a result of the
participant's death
(e) Termination of the Plan
(f) Partial termination of the Plan affecting the
participant
(g) Complete discontinuance by the employer of
contributions to the Plan
Distributions and Refunds to Participants
Withdrawals from the Plan may be made by a participant upon death,
total disability, retirement, termination of employment or financial hardship.
Employer contributions, if any, are subject to certain forfeiture provisions.
Withdrawals may be paid in a lump sum, installment payments or a combination of
the two depending upon the amount of the participant's account balance. There
were no distributions payable as of December 31, 1996 and 1995.
Loans to Participants
Participants are allowed to borrow up to 50 percent of their vested
account balance, with a maximum loan amount of $50,000. Loans are generally due
over a five-year period and bear interest at the prime rate plus one percent.
Loans for a primary residence may be repaid over 10 years, but not beyond the
participants normal retirement age.
Page 5
<PAGE>
GETCHELL GOLD 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements of the Plan are prepared on the
accrual basis of accounting. The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions. These estimates and assumptions affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements, as well as the reported
amounts of additions to and deductions from net assets during the reporting
period. Actual amounts could differ from those estimates.
Cash Equivalents
The Plan considers all highly liquid investments with original
maturities of three months or less to be cash equivalents.
Investment Valuation and Income Recognition
When available, quoted market prices are used to value investments.
Quoted market prices were available to value all investments at December 31,
1996 and 1995. Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded on the accrual basis. Dividends are recorded
on the ex-dividend date.
Administrative Expense
The Company may pay all expenses incurred in establishing and
administering the Plan, including expenses and fees of the Trustee, but is not
obligated to do so. Any such expenses not paid by the Company shall be paid from
the Plan. All administrative expenses of the Plan for the year ended December
31, 1996 were paid by the Company with the exception of any transaction costs
imposed by the trustee related to employee loans, which are charged directly to
the employee's account. Forfeitures of nonvested employer contributions are used
first to pay expenses under the Plan. Any remaining forfeitures are allocated in
the same manner as matching contributions and additional Company contributions.
Payment of Benefits
Benefit payments to participants are recorded upon distribution.
Page 6
<PAGE>
GETCHELL GOLD 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
(3) SUMMARY OF INVESTMENT OPTIONS
Following is a summary of the objectives and strategies for the
investment funds:
Stable Asset Option
The Stable Asset Option consists of the Schwab U.S. Treasury Money Fund
which is designed for investors who seek high current income consistent with
liquidity and stability of capital. The fund invests solely in U.S. Treasury
notes, bills and other direct obligations of the U.S. Treasury that are backed
by the "full faith and credit" of the U.S. Government. The fund will only
purchase securities that mature in 397 days or less, or which have a variable
rate of interest readjusted no less frequently than every 397 days.
Short-Term Bond Option
The Short-Term Bond Option consists of the Vanguard Fixed-Income
Short-Term Corporate Fund which seeks income consistent with liquidity and
minimum principal fluctuation. The fund invests in short-term investment-grade
bonds and other fixed-income securities. It is expected to maintain an average
weighted maturity between one and three years. Not more than 30% of the fund's
assets may be invested in debt securities rated BBB. The fund may also invest in
U.S. government securities, bank obligations, commercial paper, repurchase
agreements and foreign securities.
Intermediate Bond Option
The Intermediate Bond Option consists of the Columbia Fixed Income
Securities Fund. This fund normally invests at least 95% of assets in
investment-grade debt securities. It may also invest in unrated securities of
similar quality. Up to 5% of assets may be invested in securities rated below
investment-grade at the time of purchase. The fund ordinarily invests a portion
of its assets in U.S. Government obligations, including GNMAs and FNMAs. The
portfolio maturity varies in response to anticipated changes in interest rates.
Generally, the fund purchases securities with intermediate and long-term
maturities.
Mixed Investment Option
The Mixed Investment Option consists of the Dodge & Cox Balanced Fund.
This fund seeks income, conservation of principal and long-term growth of
principal and income. The fund may invest up to 75% of its assets in common
stocks and convertible securities. Prospective earnings and dividends are major
considerations in these purchases. Individual securities are selected with
regard to financial strength and economic background. The balance of the fund's
assets are invested in investment-grade, fixed-income securities; unrated debt
must be judged to be equivalent to those rated at least A.
Page 7
<PAGE>
GETCHELL GOLD 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
Basic Stock Option
The Basic Stock Option consists of the Dodge & Cox Stock Fund. This
stock fund seeks long-term growth of principal and income. Current income is a
secondary objective. The fund intends to remain fully invested in equities with
at least 65% of its assets in common stocks. Fund management seeks companies
with financial strength and a sound economic background. Purchases are made on a
long-term basis; the fund does not normally engage in short-term trading. It
intends to purchase primarily issues listed on major exchanges.
Capital Appreciation Option
The Capital Appreciation Option consists of the Davis New York Venture
Fund which seeks growth of capital. The fund invests predominantly in equity
securities of companies with market capitalizations of at least $250 million,
but it may also hold issues with smaller capitalizations. The fund may invest up
to 10% of its assets in securities of foreign issuers and up to 10% of its
assets in restricted securities. It may also lend securities and write covered
call options.
International Equity Option
The International Equity Option consists of the T. Rowe Price
International Stock Fund. This fund seeks total return on its assets from
long-term growth of capital and income. The fund ordinarily invests at least 65%
of its assets in the common stocks of established non-U.S. issuers. The balance
of assets may be invested in preferred stocks, warrants, convertible securities,
and/or debt securities. The fund typically maintains investments in at least
three foreign countries; it may invest in both industrialized and developing
countries.
Getchell Gold Corporation Common Stock
Getchell Gold Corporation Common Stock (American Stock Exchange and
Toronto Stock Exchange - GGO) offers employees the opportunity to invest in the
Company's stock. At December 31, 1995, 17,032 shares of common stock were held
by the ChemFirst 401(k) plan, at a price of $21.68, on behalf of the Plan. These
shares were transferred to the Plan subsequent to December 31, 1995.
Page 8
<PAGE>
GETCHELL GOLD 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
The following investments represent 5% or more of net assets available
for plan benefits at December 31, 1996:
Schwab U.S. Treasury Money Fund $ 284,625
Columbia Fixed Income Securities Fund 319,284
Dodge & Cox Balanced Fund 1,298,926
Dodge & Cox Stock Fund 994,821
Davis New York Venture Fund 882,771
Getchell Gold Corporation Common Stock 635,797
(4) PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100 percent vested in their accounts.
(5) PLAN AMENDMENTS
Plan amendments made during 1996 did not significantly change the
design and operation of the Plan.
(6) TAX STATUS
The IRS had determined and informed the Company by a letter dated
November 20, 1996, that the Plan and related trust are designed in accordance
with applicable sections of the Internal Revenue Code. The Plan has not been
amended since receiving the determination letter.
Page 9
<PAGE>
(7)
GETCHELL GOLD 401 (K) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AT DECEMBER 31, 1996
<TABLE>
<CAPTION>
Vanguard
Fixed- Columbia
Income Fixed- Dodge &
Schwab S-T Income Cox Total
Unallocated US Treasury Corporate Securities Balanced Other
Total Cash Contributions Money Fund Fund Fund Fund Funds
---------- -------- -------- -------- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 11,060 $11,060 $ - $ - $ - $ - $ - $ -
Investments, at fair value 4,815,589 - - 284,625 209,626 319,284 1,298,926 2,703,128
Receivables:
Employee contributions 69,191 - 69,191 - - - - -
Employer contributions 33,450 - 33,450 - - - - -
Loans to participants 515,181 - - - - - - 515,181
---------- ------- -------- -------- -------- -------- ---------- ----------
$5,444,471 $11,060 $102,641 $284,625 $209,626 $319,284 $1,298,926 $3,218,309
========== ======= ======== ======== ======== ======== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Dodge & Davis T. Rowe Getchell
Total Cox New York Price Gold ChemFirst Loans
Other Stock Venture Intl. Stock Common Common to
Funds Fund Fund Fund Stock Stock Participants
---------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents $ - $ - $ - $ - $ - $ - $ -
Investments, at fair value 2,703,128 994,821 882,771 189,739 635,797 - -
Receivables:
Employee contributions - - - - - - -
Employer contributions - - - - - - -
Loans to participants 515,181 - - - - - 515,181
---------- -------- -------- -------- -------- --------- --------
$3,218,309 $994,821 $882,771 $189,739 $635,797 $ - $515,181
========== ======== ======== ======== ======== ========= ========
</TABLE>
GETCHELL GOLD 401 (K) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AT DECEMBER 31, 1995
<TABLE>
<CAPTION>
Vanguard
Fixed- Columbia
Income Fixed- Dodge &
Schwab S-T Income Cox Total
Unallocated US Treasury Corporate Securities Balanced Other
Total Cash Contributions Money Fund Fund Fund Fund Funds
---------- --------- -------- -------- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 216,679 $216,679 $ - $ - $ - $ - $ - $ -
Investments, at fair value 2,361,488 - - 129,123 140,210 229,815 712,401 1,149,939
Receivables:
Employee contributions 134,336 - - 8,178 7,639 10,808 35,137 72,574
Employer contributions 62,835 - - 3,934 4,404 4,980 14,750 34,767
Loans to participants 285,330 - - 869 1,070 1,249 5,399 276,743
Transfers from prior trustee 560,133 - - - - - - 560,133
---------- -------- ------- -------- -------- -------- -------- ----------
$3,620,801 $216,679 $ - $142,104 $153,323 $246,852 $767,687 $2,094,156
========== ======== ======= ======== ======== ======== ======== ==========
</TABLE>
<TABLE>
<CAPTION>
Dodge & Davis T. Rowe Getchell
Total Cox New York Price Gold ChemFirst Loans
Other Stock Venture Intl. Stock Common Common to
Funds Fund Fund Fund Stock Stock Participants
---------- -------- -------- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents $ - $ - $ - $ - $ - $ - $ -
Investments, at fair value 1,149,939 736,020 350,803 63,116 - - -
Receivables:
Employee contributions 72,574 29,708 24,996 4,056 13,814 - -
Employer contributions 34,767 14,310 11,574 2,060 6,823 - -
Loans to participants 276,743 6,334 3,754 355 2,244 - 264,056
Transfers from prior trustee 560,133 - - - 372,899 187,234
---------- -------- -------- ------- -------- -------- --------
$2,094,156 $786,372 $391,127 $69,587 $395,780 $187,234 $264,056
========== ======== ======== ======= ======== ======== ========
</TABLE>
Page 10
<PAGE>
(8)
GETCHELL GOLD 401 (K) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Vanguard
Fixed- Columbia
Income Fixed- Dodge &
Schwab S-T Income Cox Total
Unallocated US Treasury Corporate Securities Balanced Other
Total Cash Contributions Money Fund Fund Fund Fund Funds
---------- -------- --------- -------- --------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value
of investments $ 558,467 $ - $ - $ - ($ 1,900) ($ 9,768) $ 95,740 $ 474,395
Interest and dividend income 203,165 - - 12,903 10,352 17,159 49,878 112,873
---------- -------- -------- -------- -------- --------- -------- ----------
Net investment income 761,632 - - 12,903 8,452 7,391 145,618 587,268
---------- -------- -------- -------- -------- --------- -------- ----------
Contributions:
Employee 1,567,816 2,201 69,191 66,009 49,712 82,108 446,803 851,792
Employer 416,367 1,564 33,450 24,930 26,443 29,473 84,461 216,046
---------- -------- -------- -------- -------- -------- -------- ----------
Total contributions 1,984,183 3,765 102,641 90,939 76,155 111,581 531,264 1,067,838
---------- -------- -------- -------- -------- -------- -------- ----------
Other 4,491 3,451 - 2,814 (127) (57) 1 (1,591)
---------- -------- -------- -------- -------- -------- -------- ----------
Total additions 2,750,306 7,216 102,641 106,656 84,480 118,915 676,883 1,653,515
---------- -------- -------- -------- -------- -------- -------- ----------
Deductions from net assets attributed to:
Benefits paid to participants 926,636 - - 43,546 17,807 84,432 174,497 606,354
Loans advanced - - - 20,346 17,141 28,679 124,210 (190,376)
Loan payments - - - (6,786) (7,374) (10,891) (38,966) 64,017
Forfeitures - (4,016) - 3,995 - - - 21
Interfund transfers (to) from - 216,851 - (96,966) 603 (55,737) (114,097) 49,346
---------- -------- -------- -------- -------- -------- -------- ----------
Total (additions) deductions 926,636 212,835 - (35,865) 28,177 46,483 145,644 529,362
---------- -------- -------- -------- -------- -------- -------- ----------
Net increase (decrease) in net
assets for participant benefits 1,823,670 (205,619) 102,641 142,521 56,303 72,432 531,239 1,124,153
Net assets available for benefits:
Beginning of year 3,620,801 216,679 - 142,104 153,323 246,852 767,687 2,094,156
---------- -------- -------- -------- -------- -------- ---------- ----------
End of year $5,444,471 $ 11,060 $102,641 $284,625 $209,626 $319,284 $1,298,926 $3,218,309
========== ======== ======== ======== ======== ======== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Dodge & Davis T. Rowe Getchell
Total Cox New York Price Gold ChemFirst Loans
Other Stock Venture Intl. Stock Common Common to
Funds Fund Fund Fund Stock Stock Participants
---------- -------- -------- -------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value
of investments $ 474,395 $135,517 $120,380 $ 12,370 $222,537 ($ 16,409) $ -
Interest and dividend income 112,873 35,322 38,441 5,083 - 668 33,359
---------- -------- -------- -------- -------- --------- ---------
Net investment income 587,268 170,839 158,821 17,453 222,537 (15,741) 33,359
---------- -------- -------- -------- -------- --------- ---------
Contributions:
Employee 851,792 255,817 330,699 71,968 193,308 - -
Employer 216,046 81,852 77,725 13,728 42,741 - -
---------- -------- -------- ------- -------- --------- ---------
Total contributions 1,067,838 337,669 408,424 85,696 236,049 - -
---------- -------- -------- ------- -------- --------- ---------
Other (1,591) (76) - - (1,515) - -
---------- -------- -------- ------- -------- --------- ---------
Total additions 1,653,515 508,432 567,245 103,149 457,071 (15,741) 33,359
---------- -------- -------- ------- -------- --------- ---------
Deductions from net assets attributed to:
Benefits paid to participants 606,354 338,398 57,055 5,441 149,674 31,354 24,432
Loans advanced (190,376) 84,394 86,256 14,466 42,323 818 (418,633)
Loan payments 64,017 (51,610) (39,384) (4,118) (17,306) - 176,435
Forfeitures 21 - - - 21 - -
Interfund transfers (to) from 49,346 (71,199) (28,326) (32,792) 42,342 139,321 -
---------- ------- -------- -------- -------- -------- ---------
Total (additions) deductions 529,362 299,983 75,601 (17,003) 217,054 171,493 (217,766)
---------- ------- -------- -------- -------- -------- ---------
Net increase (decrease) in net
assets for participant be1 1,124,153 208,449 491,644 120,152 240,017 (187,234) 251,125
Net assets available for benefits:
Beginning of year 2,094,156 786,372 391,127 69,587 395,780 187,234 264,056
---------- -------- -------- -------- -------- -------- ---------
End of year $3,218,309 $994,821 $882,771 $189,739 $635,797 $ - $ 515,181
========== ======== ======== ======== ======== ======== =========
</TABLE>
Page 11
<PAGE>
<TABLE>
<CAPTION>
Schedule 1
GETCHELL GOLD 401(K) SAVINGS PLAN
ASSETS HELD FOR INVESTMENT PURPOSES (FORM 5500, ITEM 27a)
December 31, 1996
Part I Schedule of Assets Held for Investment Purposes
(b) (c) (d) (e)
Identity of Issue Description Cost Current
of Investment Value
------------- ---------- ----------
Mutual Funds:
- -------------
<S> <C> <C> <C>
Schwab U.S. Treasury Money Fund 284,625 units $ 284,625 $ 284,625
Vanguard Fixed-Income Short-Term Corporate Fund 19,500 units 210,587 209,626
Columbia Fixed Income Securities Fund 24,410 units 322,628 319,284
Dodge & Cox Balanced Fund 21,714 units 1,212,753 1,298,926
Dodge & Cox Stock Fund 12,465 units 887,074 994,821
Davis New York Venture Fund 50,444 units 777,753 882,771
T. Rowe Price International Stock Fund 13,749 units 180,237 189,739
Common stock:
- -------------
Getchell Gold Corporation Common Stock 16,568 shares 419,040 635,797
Loans to Participant - Maturity date ranging from 1/24/97 to Interest rate 515,181 515,181
- --------------------
10/30/05 7.25%-10.00%
----------
Total $5,330,770
==========
</TABLE>
Page 12
<PAGE>
<TABLE>
<CAPTION>
Schedule 2
GETCHELL GOLD 401(K) SAVINGS PLAN
REPORTABLE TRANSACTIONS (FORM 5500, ITEM 27d)
Year Ended December 31, 1996
(c) (d)
Purchases Sales
--------- ---------------------------------
(i)
Realized
(b) Gain/
Description of Asset Price Cost Proceeds (Loss)
- -------------------------------------------------------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
Mutual Funds:
Schwab U.S. Treasury Money Fund $233,158 $ 77,656 $ 77,656 $ -
Columbia Fixed Income Securities Fund 233,979 138,654 134,248 (4,406)
Dodge & Cox Balanced Fund 918,896 410,238 426,285 16,047
Dodge & Cox Stock Fund (single transaction) - 265,399 282,547 17,148
Dodge & Cox Stock Fund (aggregate, including single transaction) 641,902 483,544 517,861 34,317
Davis New York Venture Fund 676,098 245,066 266,503 21,437
T. Rowe Price International Stock Fund 156,796 40,424 42,131 1,707
Common Stock:
ChemFirst Inc. (single transaction) 248,422 203,019 248,422 45,403
ChemFirst Inc. (aggregate, including single transaction) 248,521 304,039 410,703 106,664
Getchell Gold Corporation (single transaction) - 82,426 147,716 65,290
Getchell Gold Corporation (aggregate, including single transaction) 456,987 222,765 423,370 200,605
</TABLE>
See accompanying independent auditors' report.
Page 13
<PAGE>
