<PAGE>
As filed with the Securities and Exchange Commission June 18, 1996
File No. 33-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
SANTA FE PACIFIC GOLD CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 85-0307713
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
6200 UPTOWN BOULEVARD NE, SUITE 400 87110
ALBUQUERQUE, NEW MEXICO (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code:
(505) 880-5300
SANTA FE PACIFIC GOLD CORPORATION
DIRECTORS' STOCK COMPENSATION PLAN
(Full title of the plan)
Wayne Jarke
Santa Fe Pacific Gold Corporation
6200 Uptown Boulevard NE, Suite 400
Albuquerque, New Mexico 87110
(505) 880-5300
(Agent for Service)
-----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share* Offering Price* Registration Fee
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par 200,000 $13.5625 $2,712,500.00 $935.35
value (and accompanying Shares
Preferred Stock Purchase
Rights)...................
=====================================================================================================================
</TABLE>
* Estimated solely for the purpose of computing the registration fee on the
basis of the average of the high and low prices for the Common Stock as
reported on the New York Stock Exchange on June 12, 1996.
================================================================================
<PAGE>
Part II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have heretofore been filed by Santa Fe
Pacific Gold Corporation, a Delaware corporation (the "Company" or
"Registrant"), with the Securities and Exchange Commission are incorporated by
reference herein and shall be deemed to be a part hereof:
(a) Registration Statement on Form S-1 (File No. 33-77774), as amended,
filed under the Securities Act of 1933, as amended ("Securities
Act").
(b) Annual Report filed on Form 10-K for the year ended December 31,
1995, filed under the Securities Exchange Act of 1934, as amended
("Exchange Act").
(c) Quarterly Report filed on Form 10-Q for the quarter ended March 31,
1996, filed under the Exchange Act.
All documents subsequently filed by the Company or Santa Fe Pacific Gold
Corporation Directors' Stock Compensation Plan pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and shall be deemed a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended and Restated Certificate of Incorporation
("Charter") and By-Laws ("By-Laws") provide for indemnification of directors,
officers and employees to the full extent permitted by the Delaware General
Corporation Law ("DGCL") and, to the extent permitted by such law, eliminate or
limit the personal liability of directors to the Company and its stockholders
for monetary damages for certain breaches of fiduciary duty. In addition, the
Company has entered into an indemnification agreement with each of its directors
and executive officers, pursuant to which such persons will be entitled to
advances for the costs of defending actions against them in addition to that
provided by the indemnification provisions in the Charter and By-Laws or the
Company's directors' and officers' insurance policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
<PAGE>
ITEM 8. EXHIBITS.
See Index to Exhibits.
ITEM 9. UNDERTAKINGS.
A. Rule 415 Offering.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
<PAGE>
C. Indemnification of Directors and Officers.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions of the Registrant's Charter or By-Laws or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Albuquerque, State of New Mexico, on the 14th day of
June, 1996.
SANTA FE PACIFIC GOLD CORPORATION
By: /s/ PATRICK M. JAMES
-----------------------------------
Patrick M. James
Chairman of the Board, President
and Chief Executive Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities stated below on the 14th day of June, 1996.
<TABLE>
<CAPTION>
<S> <C>
/s/ Patrick M. James Director, Chairman of the Board, President
- --------------------------- and Chief Executive Officer
Patrick M. James
/s/ David A. Smith Vice President and Chief
- --------------------------- Financial Officer
David A. Smith
/s/ Linda K. Wheeler Controller
- ---------------------------
Linda K. Wheeler
/s/ David H. Batchelder Director
- ---------------------------
David H. Batchelder
/s/ James T. Curry Director
- ---------------------------
James T. Curry
/s/ Donald W. Gentry Director
- ---------------------------
Donald W. Gentry
/s/ Robert D. Krebs Director
- ---------------------------
Robert D. Krebs
Director
- ---------------------------
George B. Munroe
/s/ Jean Head Sisco Director
- ---------------------------
Jean Head Sisco
/s/ Richard J. Stoehr Director
- ---------------------------
Richard J. Stoehr
/s/ Richard T. Zitting Director
- ---------------------------
Richard T. Zitting
</TABLE>
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit Sequential
Number Description of Document Page Number
- ------- ----------------------- -----------
4(a) Certificate of Incorporation of the Registrant
(Incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1,
File No. 33-77774)
4(b) By-Laws of the Registrant (Incorporated by
reference to Exhibit 3.2 the Registrant's
Registration Statement on Form S-1,
File No. 33-77774)
4(c) Santa Fe Pacific Gold Corporation
Directors' Stock Compensation Plan
23 Consent of Price Waterhouse LLP
<PAGE>
Exhibit 4(c)
SANTA FE PACIFIC GOLD CORPORATION
DIRECTORS' STOCK COMPENSATION PLAN
----------------------------------
<PAGE>
TABLE OF CONTENTS
-----------------
SECTION 1. GENERAL.......................................................... 1
1.1. Purpose............................................................. 1
SECTION 2. AWARDS........................................................... 1
2.1. Stock Awards........................................................ 1
2.2. Stock Ownership..................................................... 2
2.3. Stock Option Award.................................................. 2
SECTION 3. OPERATION AND ADMINISTRATION..................................... 2
3.1. Effective Date...................................................... 2
3.2. Shares Subject to Plan.............................................. 2
3.3. Adjustments to Shares............................................... 3
3.4. Limit on Distribution............................................... 3
3.5. Taxes............................................................... 4
3.6. Distributions to Disabled Persons................................... 4
3.7. Transferability..................................................... 4
3.8. Administration...................................................... 4
3.9. Evidence............................................................ 4
3.10. Action by Company................................................... 4
SECTION 4. COMMITTEE........................................................ 5
4.1. Selection of Committee.............................................. 5
4.2. Powers of Committee................................................. 5
4.3. Information to be Furnished to Committee............................ 5
4.4. Liability and Indemnification of Committee.......................... 5
SECTION 5. AMENDMENT AND TERMINATION........................................ 5
SECTION 6. DEFINED TERMS.................................................... 6
6.1. Plan Meanings....................................................... 6
6.2. Award............................................................... 6
6.3. Award Date.......................................................... 6
6.4. Board............................................................... 6
6.5. Committee........................................................... 6
6.6. Company............................................................. 6
6.7. Date of Termination................................................. 6
6.8. Director............................................................ 6
6.9. Disability.......................................................... 6
6.10. Effective Date...................................................... 6
6.11. Eligible Director................................................... 6
6.12. Participant......................................................... 6
6.13. Plan................................................................ 7
i
<PAGE>
6.14. Plan Year.................................... 7
6.15. Quarter...................................... 7
6.16. Related Company.............................. 7
6.17. Stock........................................ 7
6.18. Stock Award.................................. 7
6.19. Stock Option Award........................... 7
ii
<PAGE>
SANTA FE PACIFIC GOLD CORPORATION
DIRECTORS' STOCK COMPENSATION PLAN
----------------------------------
SECTION 1
---------
GENERAL
-------
1.1 Purpose. The Santa Fe Pacific Gold Corporation ("Company") Directors'
Stock Compensation Plan ("Plan") has been established by the Company to promote
the interests of the Company and its stockholders by enhancing the Company's
ability to attract and retain the services of experienced and knowledgeable
directors and by encouraging such directors to acquire an increased proprietary
interest in the Company.
SECTION 2
---------
AWARDS
------
2.1 Stock Awards.
(a) For each Quarter, each Director who is an Eligible Director throughout that
Quarter shall be granted a Stock Award for that Quarter. Except as
otherwise provided in this Section 2.1, the Stock Award for any Quarter
shall be made as of the Award Date for that Stock Award.
(b) If a Director becomes an Eligible Director during a Quarter, on a date
other than the first day of the Quarter, the Director shall be granted a
Stock Award for that Quarter reduced proportionately for the portion of the
Quarter prior to the date on which Director became an Eligible Director.
The Stock Award for any Quarter shall be made on the Award Date for that
Stock Award.
(c) If the Stock Award that would otherwise be made to a Participant as of any
Award Date under paragraph 2.1(b) is not a whole number of shares, then the
number of shares in the Stock Award shall be increased to the next higher
whole number of shares.
(d) If an Eligible Director's Date of Termination occurs during a Quarter by
reason of the Eligible Director's retirement, death or Disability, a Stock
Award shall be made with respect to the Eligible Director for the Quarter
as though the Eligible Director's Date of Termination occurred immediately
after the end of such Quarter.
(e) If an Eligible Director's Date of Termination occurs during a Quarter for a
reason other than retirement, death or Disability, (i) no Stock Award shall
be made with respect to the Director for that Quarter; and (ii) a cash
award of $5,000 shall be made with respect to the
1
<PAGE>
Director for the Quarter, subject to a pro-rata reduction to reflect the
portion of the Quarter after the Eligible Director's Date of Termination.
(f) Subject to the provisions of Section 2.1(c) and Section 3.3, no more than
1,200 shares of Stock may be awarded to a Director under the Plan for any
Plan Year.
(g) The shares of Stock awarded under the Plan as of any Award Date shall be
fully vested on the Award Date.
2.2. Stock Ownership. The Participant shall be the full owner of shares
of Stock granted as a Stock Award from and after the Award Date and shall have
all the rights of a stockholder including, but not limited to, the right to vote
such shares and the right to receive all dividends paid on such shares.
2.3. Stock Option Award. To induce Peter Steen to become a Director and
to serve as Chairman of the Executive and Policy Committee of the Board, Peter
Steen shall be granted the Stock Option Award.
SECTION 3
---------
OPERATION AND ADMINISTRATION
----------------------------
3.1 Effective Date. Subject to the approval of the stockholders of the
Company at the Company's 1996 Annual Meeting of Stockholders, the Plan shall be
effective as of the Effective Date, with the first Stock Award to be made under
the Plan for the Quarter that begins on the Effective Date; provided, however,
that to the extent that Awards are made under the Plan prior to its approval by
stockholders, such Awards shall be contingent on approval of the Plan by the
stockholders of the Company. Subject to the provisions of Section 5, the Plan
shall terminate on March 31, 2001, and no new Awards shall be made under the
Plan for periods after that date.
3.2 Shares Subject to Plan. The shares of Stock with respect to which
Awards may be made under the Plan shall be shares of Stock currently authorized
but unissued or currently held or subsequently acquired by the Company as
treasury shares, including shares purchased in the open market or in private
transactions. Subject to the provisions of Section 3.3, the number of shares of
Stock which may be issued as Awards under the Plan shall not exceed 200,000
shares in the aggregate. Except as otherwise provided herein, any shares subject
to an Award which for any reason expires or is terminated without issuance of
shares (whether or not cash or other consideration is paid to a Participant in
respect of such shares) shall again be available under the Plan.
2
<PAGE>
3.3 Adjustments to Shares.
(a) If the Company shall effect any subdivision or consolidation of shares of
Stock or other capital readjustment, payment of stock dividend, stock
split, combination of shares or recapitalization or other increase or
reduction of the number of shares of Stock outstanding without receiving
compensation therefor in money, services or property, then the Committee
shall adjust (i) the number of shares of Stock available under the Plan;
(ii) the number of shares in each subsequent Stock Award; (iii) the
aggregate number of shares of Stock subject to future grant; and (iv) the
number of shares subject to the unexercised portion of the Stock Option
Award.
(b) If the Company is reorganized, merged or consolidated or is party to a plan
of exchange with another corporation, pursuant to which reorganization,
merger, consolidation or plan of exchange the stockholders of the Company
receive any shares of stock or other securities or property, or the Company
shall distribute securities of another corporation to its stockholders, the
Company shall be substitute for the Stock to be awarded pursuant to the
Plan an appropriate number of shares of each class of stock or amount of
other securities or property which were distributed to the stockholders of
the Company in respect of such shares; provided that, upon the occurrence
of a reorganization of the Company or any other event described in this
Section 3.3 (b), any successor to the Company shall be substituted for the
Company.
(c) The existence of this Plan and the Awards granted hereunder shall not
affect in any way the right or power of the Company or its stockholders to
make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, any merger or consolidation of the Company, any issue of bonds,
debentures, preferred or prior preference stocks ahead of or affecting the
Stock or the rights thereof, the dissolution or liquidation of the Company,
any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character or
otherwise.
(d) Except as expressly provided by the terms of this Plan, the issue by the
Company of shares of stock of any class, or securities convertible into
shares of stock of any class, for cash or property or for labor or
services, either upon direct sale, upon the exercise of rights or warrants
to subscribe therefor or upon conversion of shares or obligations of the
Company convertible into such shares or other securities, shall not affect,
and no adjustment by reason thereof shall be made with respect to Awards
then outstanding hereunder.
3.4. Limit on Distribution. Distribution of shares of Stock or other
amounts under the Plan shall be subject to the following:
(a) Notwithstanding any other provision of the Plan, the Company shall have no
liability to issue any shares of Stock under the Plan or make any other
distribution of benefits under
3
<PAGE>
the Plan unless such delivery or distribution would comply with all
applicable laws and the applicable requirements of any securities exchange
or similar entity.
(b) The Committee shall add such conditions and limitations as are necessary to
comply with Section 16(a) or 16(b) of the Securities Exchange Act of 1934
and the rules and regulations thereunder or to obtain any exemption
therefrom.
(c) To the extent that the Plan provides for issuance of certificates to
reflect the transfer of shares of Stock, the transfer of such shares may,
at the direction of the Committee, be effected on a non-certificated basis,
to the extent not prohibited by applicable law or the rules of any stock
exchange.
3.5. Taxes. All Awards and other payments under the Plan are subject to all
applicable taxes.
3.6. Distributions to Disabled Persons. Notwithstanding any other provision
of the Plan, if, in the Committee's opinion, a Participant or other person
entitled to benefits under the Plan is under a legal disability or suffers a
Disability so as to be unable to manage the person's financial affairs, the
Committee may direct that payment be made to a relative or friend of such person
for the person's benefit until claim is made by a conservator or other person
legally charged with the care of the person or the person's estate, and such
payment or distribution shall be in lieu of any such payment to such Participant
or other person. Thereafter, any benefits under the Plan to which such
Participant or other person is entitled shall be paid to such conservator or
other person legally charged with the care of the person or the person's estate.
3.7. Transferability. No Stock Award under the Plan may be transferred or
encumbered in any way prior to the Award Date except as may be contemplated by
the Participant by will or pursuant to the laws of descent and distribution
applied to a Participant.
3.8. Administration. The authority to control and manage the operation and
administration of the Plan shall be vested in the Committee in accordance with
Section 4.
3.9. Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party or parties.
3.10. Action by Company. Any action required or permitted to be taken by
the Company under or with respect to the Plan shall be by resolution of the
Board, by action of the Committee, by a duly authorized agent of the Board, or
(except to the extent prohibited by applicable law or the rules of any stock
exchange) by a duly authorized officer of the Company.
4
<PAGE>
SECTION 4
---------
COMMITTEE
---------
4.1. Committee. Except as otherwise provided by the Board, the Committee on
Directors of the Board shall serve as the Committee under the Plan.
4.2. Powers of Committee. The authority to manage and control the operation
and administration of the Plan shall be vested in the Committee. The Committee
will have the authority to establish, amend, and rescind any rules and
regulations relating to the Plan, to determine the terms and provisions of any
agreements made pursuant to the Plan, and to make all other determinations that
may be necessary or advisable for the administration of the Plan.
4.3. Information to be Furnished to Committee. The Company shall furnish
the Committee with such data and information as may be required for it to
discharge its duties. The records of the Company as to the period of a
Director's service shall be conclusive on all persons unless determined to be
incorrect. Participants and other persons entitled to benefits under the Plan
must furnish the Committee such evidence, data or information as the Committee
considers desirable to carry out the terms of the Plan.
4.4 Liability and Indemnification of Committee. No member or authorized
delegate of the Committee shall be liable to any person for any action taken or
omitted in connection with the administration of the Plan unless attributable to
the member's or delegate's own fraud or willful misconduct; nor shall the
Company be liable to any person for any such action unless attributable to fraud
or willful misconduct on the part of a director or employee of the Company. The
Committee, the individual members thereof, and persons acting as the authorized
delegates of the Committee under the Plan, shall be indemnified by the Company,
to the fullest extent permitted by law, against any and all liabilities, losses,
costs and expenses (including legal fees and expenses) of whatsoever kind and
nature which may be imposed on, incurred by or asserted against the Committee or
its members or authorized delegates by reason of the performance of a Committee
function if the Committee or its members or authorized delegates did not act
dishonestly or in willful violation of the law or regulation under which such
liability, loss, cost or expense arises. This indemnification shall not
duplicate but may supplement any coverage available under any applicable
insurance.
SECTION 5
---------
AMENDMENT AND TERMINATION
-------------------------
The Board may, at any time, amend or terminate the Plan, provided that,
subject to Section 3.3 (relating to certain adjustments to shares), no amendment
or termination may adversely affect the rights of any Participant or beneficiary
under any Award made under the Plan prior to the date such amendment or
termination is adopted by the Board. Notwithstanding the provisions of this
Section 5, in no event shall the provisions of the Plan relating to Awards under
5
<PAGE>
the Plan be amended more than once every six months, other than to comport with
changes in the Internal Revenue Code, the Employee Retirement Income Security
Act, or the rules thereunder; provided, however, that the limitation set forth
in this sentence shall be applied only to the extent required under Rule 16b-
3(c)(2)(ii)(B) promulgated under the Securities Exchange Act of 1934 or any
successor provision thereto.
SECTION 6
---------
DEFINED TERMS
-------------
6.1. Plan Meanings. For purposes of the Plan, the terms appearing with
initial capital letters in the Plan shall be defined as set forth in this
Section 6.
6.2. Award shall mean a Stock Award granted to any Participant under the
Plan or the Stock Option Award.
6.3. Award Date shall mean the last business day of the Quarter for which
an Award is made.
6.4. Board shall mean the Board of Directors of the Company.
6.5. Committee shall mean the Committee on Directors of the Board.
6.6. Company shall mean Santa Fe Pacific Gold Corporation.
6.7. Date of Termination shall mean, as to an Eligible Director, the day
following the last day on which that Eligible Director serves as a Director.
6.8. Director shall mean a member of the Board.
6.9. Disability shall mean the period in which a Participant is unable, by
reason of a medically determinable physical or mental impairment, to engage in
any substantial gainful activity, which condition, in the opinion of a physician
selected by the Committee, is expected to have a duration of not less than 120
days.
6.10. Effective Date shall mean April 1, 1996.
6.11. Eligible Director shall mean a Director who is not an employee of the
Company or any Related Company and whose term of office either begins upon,
continues through or commences after the Company's 1996 Annual Meeting of
Stockholders.
6.12. Participant shall mean any person who has received or who has been
entitled to receive an Award under the Plan.
6
<PAGE>
6.13. Plan shall mean the Santa Fe Pacific Gold Corporation Director's
Stock Compensation Plan.
6.14. Plan Year shall mean the period beginning on April 1 and ending on
the succeeding March 31. The first Plan Year shall begin on the Effective Date.
6.15. Quarter shall mean any one of four consecutive calendar quarters
together comprising a Plan Year. For any Plan Year, the first Quarter shall
begin on April 1 and shall end on June 30; the second Quarter shall begin on
July 1 and shall end on September 30; the third Quarter shall begin on October 1
and shall end on December 31; and the fourth Quarter shall begin on January 1
and end on March 31.
6.16. Related Company shall mean any company during any period in which it
is a "subsidiary corporation" (as that term is defined in Internal Revenue Code
Section 424(f)) with respect to the Company.
6.17. Stock shall mean shares of common stock of the Company.
6.18. Stock Award shall mean 300 shares of Stock.
6.19. Stock Option Award shall mean an option granted to Peter Steen to
acquire 50,000 shares of Stock at an exercise price equal to $15.375 per share
(the average of the high and low prices of a share of Stock on the New York
Stock Exchange on March 1, 1996), such option to be vested and exercisable as to
25,000 shares of stock on March 1, 1997, and as to the remaining 25,000 shares
of Stock on March 1, 1998, subject to the conditions that (i) if Peter Steen
shall resign as a Director prior to March 1, 1997, the option shall expire in
its entirety; (ii) if Peter Steen shall resign as a Director between March 1,
1997, and March 1, 1998, the option with respect to the 25,000 shares of Stock
which became vested and exercisable on March 1, 1997, shall expire 30 days after
his resignation and the remainder of the option shall expire upon his
resignation; (iii) the option to the extent not previously exercised shall
expire on March 31, 2001; (iv) the option shall be exercised in increments of
not less than 1000 shares of Stock upon written notice and payment of the
required option price to the Secretary of the Company; (v) the option may not be
transferred by Peter Steen other than by will or the laws of descent and
distribution; (vi) if Peter Steen should die while serving as a Director prior
to March 1, 1998, or if he should die on or after March 1, 1998, while the
option remains in effect, the option to the extent not previously exercised
shall become vested and exercisable by his heirs and devisees under the
applicable laws of decent and distribution; and (vii) if Peter Steen should
suffer a Disability while serving as a Director prior to March 1, 1998, or at
any time on or after March 1, 1998, while the option remains in effect, the
option, to the extent not previously exercised, shall become vested and
exercisable by his guardian or legal representative.
7
<PAGE>
EXHIBIT 23
1850 North Central Avenue Telephone 602 379 5500
Suite 700 Facsimile 602 379 5639
Phoenix, AZ 8004-4563
Price Waterhouse LLP
June 13, 1996
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 30, 1996 appearing on page 41
of Santa Fe Pacific Gold Corporation's Annual Report on Form 10-K for the year
ended December 31, 1996.
/s/ PRICE WATERHOUSE LLP
- -------------------------
Price Waterhouse
