<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
<TABLE>
<S> <C>
[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, 1998
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
</TABLE>
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
<PAGE> 2
GETCHELL GOLD 401(k) SAVINGS PLAN
Financial Statements and Schedules
December 31, 1998 and 1997
(With Independent Auditors' Report Thereon)
<PAGE> 3
GETCHELL GOLD 401(k) SAVINGS PLAN
INDEX
<TABLE>
<CAPTION>
Page
<S> <C>
Independent Auditors' Report ................................................................................ 1
Statements of Net Assets Available for Plan Benefits
December 31, 1998 and 1997 ......................................................................... 2
Statement of Changes in Net Assets Available for Plan Benefits
For the year ended December 31, 1998 ............................................................... 3
Notes to Financial Statements ................................................................................ 4
Schedules
1 Assets Held for Investment Purposes (Form 5500, Item 27a) -
December 31, 1998 ......................................................................... 13
2 Reportable Transactions (Form 5500, Item 27d) -
Year Ended December 31, 1998 .............................................................. 14
</TABLE>
<PAGE> 4
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,
1998 and 1997, and the related statement of changes in net assets available for
plan benefits for the year ended December 31, 1998. These financial statements
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, 1998 and 1997, and the changes in net assets available for plan benefits for
the year ended December 31, 1998 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, 1998 and reportable transactions for
the year ended December 31, 1998, 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. These supplemental schedules are the responsibility of the
Plan's management. These supplemental schedules have been subjected to the
auditing procedures applied in the audit of the 1998 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 LLP
Denver, Colorado
May 21, 1999
Page 1
<PAGE> 5
GETCHELL GOLD 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
December 31,
-------------------------------
1998 1997
------------- -------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 63,181 $ 163,762
------------- -------------
Investments, at fair value (Note 3)
Schwab U.S. Treasury Money Fund 619,797 472,347
Vanguard Fixed-Income Short-Term Corporate Fund 294,939 254,733
Columbia Fixed Income Securities Fund 435,044 390,870
Dodge & Cox Balanced Fund 1,571,208 1,377,874
Dodge & Cox Stock Fund 1,630,070 1,384,757
Davis New York Venture Fund 1,763,580 1,422,554
T. Rowe Price International Stock Fund 207,654 148,548
Getchell Gold Corporation Common Stock 1,413,975 720,104
Loans to participants 749,061 663,356
------------- -------------
Total investments 8,685,328 6,835,143
------------- -------------
Receivables:
Employee contributions - 18,710
Employer contributions - 8,817
------------- -------------
Total receivables - 27,527
------------- -------------
Net assets available for plan benefits $ 8,748,509 $ 7,026,432
============= =============
</TABLE>
See accompanying notes to the financial statements.
Page 2
<PAGE> 6
GETCHELL GOLD 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
Year Ended
December 31,
1998
--------------
<S> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments, including
realized and unrealized gains and losses $ 583,920
Interest and dividend income 443,175
--------------
Net investment income 1,027,095
--------------
Contributions:
Employee 1,246,580
Employer 489,856
--------------
Total contributions 1,736,436
--------------
Other 24,890
--------------
Total additions 2,788,421
Deductions from net assets attributed
to benefits paid to participants 1,066,344
--------------
Net increase in net assets available for plan benefits 1,722,077
Net assets available for plan benefits:
Beginning of year 7,026,432
--------------
End of year $ 8,748,509
===============
</TABLE>
See accompanying notes to the financial statements.
Page 3
<PAGE> 7
GETCHELL GOLD 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
(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.
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
("IRS") has established guidelines which limit contributions by participants,
which for 1998 was $10,000. 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 1998,
the Company made matching contributions of $489,856. 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.
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. Contributions are deposited directly into the
investment option selected by the participant.
Page 4
<PAGE> 8
GETCHELL GOLD 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
Vesting
Participant contributions are fully vested at all times. Vesting of
Company matching 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 Company 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, 1998 and $10,195 of
distributions were payable as of December 31, 1997.
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 on the first day of
the month the loan was made, plus one percent. Loans for a primary residence may
be repaid over 10 years, but not beyond the participant's normal retirement age.
Page 5
<PAGE> 9
GETCHELL GOLD 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
(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 and 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,
1998 and 1997. 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 Expenses
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, 1998 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.
For the year ended December 31, 1998, forfeitures totalled $40,501.
Payment of Benefits
Benefit payments to participants are recorded upon distribution.
Page 6
<PAGE> 10
GETCHELL GOLD 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
(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> 11
GETCHELL GOLD 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
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 Option
Getchell Gold Corporation Common Stock (American Stock Exchange - GGO)
offers employees the opportunity to invest in the Company's stock.
Page 8
<PAGE> 12
GETCHELL GOLD 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
The following investments represent 5% or more of net assets available
for plan benefits at December 31, 1998 and 1997:
<TABLE>
<CAPTION>
At December 31,
-------------------------------------
1998 1997
---------------- ----------------
<S> <C> <C>
Schwab U.S. Treasury Money Fund $ 619,797 $ 472,347
Columbia Fixed Income Securities Fund 435,044 390,870
Dodge & Cox Balanced Fund 1,571,208 1,377,874
Dodge & Cox Stock Fund 1,630,070 1,384,757
Davis New York Venture Fund 1,763,580 1,422,554
Getchell Gold Corporation Common Stock 1,413,975 720,104
Loans to Participants 749,061 663,356
</TABLE>
(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) RECONCILIATION TO IRS FORM 5500
Withdrawals and refunds payable to employees are shown as a liability
on IRS Form 5500. For financial statement purposes, all net assets of the Plan
are considered to be available for plan benefits; therefore withdrawals and
refunds payable to participants are not deducted from total assets to derive net
assets available for plan benefits. Correspondingly, withdrawals and refunds to
participants include only actual amounts paid during each year for financial
statement purposes. For purposes of the IRS Form 5500, withdrawals and refunds
include amounts payable to participants as a result of death, total disability,
retirement, termination of employment or financial hardship.
Page 9
<PAGE> 13
GETCHELL GOLD 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
--------------------------------------
1998 1997
------------------ ----------------
<S> <C> <C>
Net assets available for benefits per the financial statements $ 8,748,509 $ 7,026,432
Amounts allocated to withdrawing participants - (10,195)
------------------ ----------------
Net assets available for benefits per the Form 5500 $ 8,748,509 $ 7,016,237
================== ================
</TABLE>
The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------
1998 1997
---------------- ---------------
<S> <C> <C>
Benefits paid to participants per the financial statements $ 1,066,344 $ 808,946
Add: Amounts allocated to participants making
withdrawals at the end of the current year - 10,195
Less: Amounts allocated to participants making
withdrawals at the end of the previous year 10,195 -
---------------- ---------------
Benefits paid to participants per the Form 5500 $ 1,056,149 $ 819,141
================ ===============
</TABLE>
(6) TAX STATUS
The IRS has issued a determination letter dated September 17, 1997,
indicating that the Plan, as amended, is qualified under Section 401(a) of the
IRS Code ("the Code") and that the trust is therefore exempt from federal income
tax under Section 501(a) of the Code.
(7) SUBSEQUENT EVENT
On December 11, 1998, the Company entered into an Agreement and Plan of
Merger with Placer Dome, Inc., a Canada-based, international gold mining
company, and Bullion Acquisition Corp., a Delaware corporation and wholly owned
subsidiary of Placer Dome, Inc. ("Merger Sub"), pursuant to which the Merger Sub
will be merged (the "merger") with and into the Company, with the Company
surviving the Merger and becoming a wholly owned subsidiary of Placer Dome, Inc.
The Merger is subject to the Company's shareholder approval. The Company expects
the Merger to be consummated on or about May 27, 1999. The effect of the Merger,
if any, on the Plan is unknown at this time.
Page 10
<PAGE> 14
GETCHELL GOLD 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
<TABLE>
<CAPTION>
(8) GETCHELL GOLD 401 (k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
AT DECEMBER 31, 1998
Vanguard
Fixed- Columbia
Income Fixed Dodge & Dodge &
Cash and Schwab S-T -Income Cox Cox
Cash Unallocated US Treasury Corporate Securities Balanced Stock
Total Equivalents Contributions Money Fund Fund Fund Fund Fund
---------- ----------- ------------- ----------- ---------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents $63,181 $63,181 $ - $ - $ - $ - $ - $ -
Investments, at fair value 8,685,328 - - 619,797 294,939 435,044 1,571,208 1,630,070
---------- ---------- ----------- ----------- ---------- -------- ---------- ----------
$8,748,509 $63,181 $ - $619,797 $294,939 $435,044 $1,571,208 $1,630,070
========== ========== =========== =========== ========== ======== ========== ==========
<CAPTION>
AT DECEMBER 31, 1998
Davis T. Rowe Gold
New York Price Corp. Loans
Venture Intl. Stock Common to
Fund Fund Stock Participants
----------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
Cash and cash equivalents $ - $ - $ - $ -
Investments, at fair value 1,763,580 207,654 1,413,975 749,061
----------- ---------- ---------- ------------
$1,763,580 $207,654 $1,413,975 $749,061
=========== ========== ========== ============
</TABLE>
<TABLE>
<CAPTION>
AT DECEMBER 31, 1997
Vanguard
Fixed- Columbia
Income Fixed- Dodge & Dodge &
Cash and Schwab S-T Income Cox Cox
Cash Unallocated US Treasury Corporate Securities Balanced Stock
Total Equivalents Contributions Money Fund Fund Fund Fund Fund
---------- ----------- ------------- ----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 163,762 $163,762 $ - $ - $ - $ - $ - $ -
Investments, at fair value 6,835,143 - - 472,347 254,733 390,870 1,377,874 1,384,757
Receivables:
Employee contributions 18,710 - 18,710 - - - - -
Employer contributions 8,817 - 8,817 - - - - -
---------- ----------- ------------ ----------- ---------- ---------- ---------- ----------
$7,026,432 $163,762 $27,527 $472,347 $ 254,733 $390,870 $1,377,874 $1,384,757
========== =========== ============ =========== ========== ========== ========== ==========
<CAPTION>
AT DECEMBER 31, 1997
Getchell
Davis T. Rowe Gold
New York Price Corp. Loans
Venture Intl. Stock Common to
Fund Fund Stock Participants
----------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
Cash and cash equivalents $ - $ - $ - $ -
Investments, at fair value 1,422,554 148,548 720,104 663,356
Receivables:
Employee contributions - - - -
Employer contributions - - - -
----------- ---------- ---------- ------------
$1,422,554 $148,548 $720,104 $663,356
=========== ========== ========== ============
</TABLE>
Page 11
<PAGE> 15
GETCHELL GOLD 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
<TABLE>
<CAPTION>
(9) 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, 1998
Vanguard Columbia
Fixed- Fixed- Dodge &
Cash and Schwab Income S-T Income Cox
Cash Unallocated US Treasury Corporate Securities Balanced
Total Equivalents Contributions Money Fund Fund Fund Fund
----------- ----------- ------------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in
fair value of investments $583,920 $ - $ - $ - $681 ($297) ($37,325)
Interest and dividend income 443,175 (2,690) - 24,114 16,086 24,811 130,893
----------- ---------- ----------- ---------- ---------- --------- ----------
Net investment income 1,027,095 (2,690) - 24,114 16,767 24,514 93,568
----------- ---------- ----------- ---------- ---------- --------- ----------
Contributions:
Employee 1,246,580 (72,038) (18,710) 143,921 72,359 73,207 280,393
Employer 489,856 (22,333) (8,817) 43,315 26,644 32,251 113,688
----------- ---------- ----------- ---------- ---------- --------- ----------
Total contributions 1,736,436 (94,371) (27,527) 187,236 99,003 105,458 394,081
----------- ---------- ----------- ---------- ---------- --------- ----------
Other, net 24,890 18,061 - 7,865 - (4,151) (8)
----------- ---------- ----------- ---------- ---------- --------- ----------
Total additions (deletions) 2,788,421 (79,000) (27,527) 219,215 115,770 125,821 487,641
----------- ---------- ----------- ---------- ---------- --------- ----------
Deductions from net assets
attributed to:
Benefits paid to participants 1,066,344 10,195 - 176,140 69,999 66,363 191,698
Loans advanced - - - 20,682 36,695 43,993 132,074
Loan payments - 11,386 - (13,173) (21,526) (25,865) (86,115)
Forfeitures - - - (40,501) 1,986 3,327 10,998
Interfund transfers (to) from - - - (71,383) (11,590) (6,171) 45,652
----------- ---------- ----------- ---------- ---------- --------- ----------
Total (additions) deductions 1,066,344 21,581 - 71,765 75,564 81,647 294,307
----------- ---------- ----------- ---------- ---------- --------- ----------
Net increase (decrease) in net
assets available for plan
benefits 1,722,077 (100,581) (27,527) 147,450 40,206 44,174 193,334
Net assets available for benefits:
Beginning of year 7,026,432 163,762 27,527 472,347 254,733 390,870 1,377,874
----------- ---------- ----------- ---------- ---------- --------- ----------
End of year $8,748,509 $63,181 $ - $ 619,797 $294,939 $435,044 $1,571,208
=========== ========== =========== ========== ========== ========= ==========
<CAPTION>
Dodge & Davis T. Rowe Getchell
Cox New York Price Gold Corp. Loans
Stock Venture Intl. Stock Common to
Fund Fund Fund Stock Participants
----------- ---------- ----------- --------- ------------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in
fair value of investments ($67,377) $185,919 $21,541 $480,778 $ -
Interest and dividend income 144,731 38,055 7,196 - 59,979
----------- ---------- ----------- ---------- -----------
Net investment income 77,354 223,974 28,737 480,778 59,979
----------- ---------- ----------- ---------- -----------
Contributions:
Employee 280,538 251,847 70,027 165,036 -
Employer 100,834 109,464 20,502 74,308 -
----------- ---------- ----------- ---------- -----------
Total contributions 381,372 361,311 90,529 239,344 -
----------- ---------- ----------- ---------- -----------
Other, net 1,624 (65) (87) (10,389) 12,040
----------- ---------- ----------- ---------- -----------
Total additions (deletions) 460,350 585,220 119,179 709,733 72,019
----------- ---------- ----------- ---------- -----------
Deductions from net assets
attributed to:
Benefits paid to participants 134,482 172,961 26,782 48,530 169,194
Loans advanced 110,096 133,183 15,934 55,051 (547,708)
Loan payments (107,985) (72,973) (9,863) (38,714) 364,828
Forfeitures 5,511 12,311 2,386 3,982 -
Interfund transfers (to) from 72,933 (1,288) 24,834 (52,987) -
----------- ---------- ----------- ---------- -----------
Total (additions) deductions 215,037 244,194 60,073 15,862 (13,686)
----------- ---------- ----------- ---------- -----------
Net increase (decrease) in net
assets available for plan benefits 245,313 341,026 59,106 693,871 85,705
Net assets available for benefits:
Beginning of year 1,384,757 1,422,554 148,548 720,104 663,356
----------- ---------- ----------- ---------- -----------
End of year $1,630,070 $1,763,580 $207,654 $1,413,975 $749,061
=========== ========== =========== ========== ===========
</TABLE>
Page 12
<PAGE> 16
Schedule 1
GETCHELL GOLD 401(k) SAVINGS PLAN
ASSETS HELD FOR INVESTMENT PURPOSES (FORM 5500, ITEM 27a)
December 31, 1998
<TABLE>
<CAPTION>
DESCRIPTION CURRENT
IDENTITY OF ISSUE OF INVESTMENT COST VALUE
----------------- ------------- ---- -------
<S> <C> <C> <C>
Mutual Funds:
Schwab U.S. Treasury Money Fund * 619,797 units $619,797 $619,797
Vanguard Fixed-Income Short-Term Corporate Fund 27,208 units 294,558 294,939
Columbia Fixed Income Securities Fund 32,418 units 432,617 435,044
Dodge & Cox Balanced Fund 24,091 units 1,513,760 1,571,208
Dodge & Cox Stock Fund 17,972 units 1,534,781 1,630,070
Davis New York Venture Fund 70,515 units 1,366,671 1,763,580
T. Rowe Price International Stock Fund 13,853 units 194,751 207,654
Common stock -
Getchell Gold Corporation Common Stock * 51,889 shares 1,095,646 1,413,975
Loans to Participants- maturity dates ranging from Interest rates
January 8, 1999 to October 30, 2005 7.25%-10.00% 749,061 749,061
------------
Total $8,685,328
============
</TABLE>
* Denotes a party in interest.
See accompanying independent auditors' report.
Page 13
<PAGE> 17
Schedule 2
GETCHELL GOLD 401(k) SAVINGS PLAN
REPORTABLE TRANSACTIONS (FORM 5500, ITEM 27d)
Year Ended December 31, 1998
<TABLE>
<CAPTION>
PURCHASES SALES
-------------- ----------------------------------
Realized
Gain/
DESCRIPTION OF ASSET Price Cost Proceeds (Loss)
- ------------------------------------------------------------------------ ----- ---- -------- ---------
<S> <C> <C> <C> <C>
Mutual Funds:
- -------------
Schwab U.S. Treasury Money Fund * $440,422 $292,973 $292,973 $ -
Dodge & Cox Balanced Fund 766,598 582,876 535,937 (46,939)
Dodge & Cox Stock Fund 799,267 424,534 486,577 62,043
Davis New York Venture Fund 629,326 374,338 467,831 93,493
Common Stock -
- ------------
Getchell Gold Corporation Common Stock * 752,827 558,384 539,358 19,026
</TABLE>
* Denotes a party in interest.
See accompanying independent auditors' report.
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<PAGE> 18
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: May 27, 1999 Getchell Gold 401(k) Savings Plan
/s/ Donald O. Miller
------------------------------------------
Donald O. Miller
Vice President and Chief Human Resource Officer
/s/ Donald S. Robson
------------------------------------------
Donald S. Robson
Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ R. David Russell
------------------------------------------
R. David Russell
Vice President and Chief Operating Officer
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