<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 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from _______________ to ______________
Commission file number 1-13096
SANTA FE PACIFIC GOLD CORPORATION RETIREMENT AND SAVINGS PLAN
SANTA FE PACIFIC GOLD CORPORATION
6200 UPTOWN BLVD. NE, SUITE 400
ALBUQUERQUE, NM 87110
1
<PAGE>
SIGNATURES
----------
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the Administration Committee has duly caused this Annual Report to be signed by
the undersigned thereunto duly authorized.
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
6/25/96 /s/ D. Frank Bice
- ----------------------------------- ------------------------
Date D. Frank Bice, Chairman
Administration Committee
2
<PAGE>
SANTA FE PACIFIC
GOLD CORPORATION
RETIREMENT AND
SAVINGS PLAN
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1995
<PAGE>
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
- ------------------------------------------------------------------------------
INDEX
<TABLE>
<CAPTION>
PAGE
<S> <C>
Report of Independent Accountants 5
Statement of Net Assets Available For Benefits, with Fund Information:
December 31, 1995 6
December 31, 1994 7
Statement of Changes in Net Assets Available for Benefits, with Fund Information:
Year Ended December 31, 1995 8
Notes to Financial Statements 9
Supplemental Schedules*:
Schedule I. Schedule of Assets Held for Investment Purposes at December 31, 1995
Schedule II. Schedule of Reportable Transactions for the year ended December 31, 1995
</TABLE>
* Other schedules required by Section 2520.103-10 of the Department of Labor
Rules and Regulations for Reporting and Disclosure under ERISA have been
omitted because they are not applicable.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
June 17, 1996
To the Participants and
Administration Committee of
Santa Fe Pacific Gold Corporation
Retirement and Savings Plan
In our opinion, the accompanying statements of net assets available for
benefits, with fund information, and the related statement of changes in net
assets available for benefits, with fund information, present fairly, in all
material respects, the net assets available for benefits of the Santa Fe Pacific
Gold Corporation Retirement and Savings Plan at December 31, 1995 and 1994, and
the changes in net assets available for benefits for the year ended December 31,
1995, in conformity with generally accepted accounting principles. 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 of these statements in accordance with
generally accepted auditing standards which 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,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I and II is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is additional information
required by ERISA. The Fund Information in the statement of net assets available
for benefits and the statement of changes in net assets available for benefits
is presented for purposes of additional analysis rather than to present the net
assets available for plan benefits and changes in net assets available for
benefits of each fund. Schedules I and II and the Fund Information have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
5
<PAGE>
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1995
(in thousands)
<TABLE>
<CAPTION>
Vanguard
BNSF SFPGC Vanguard Vanguard Inter- Vanguard
Common Common Vanguard VMMR Index Vanguard U.S. national Investment
Stock Stock Wellington Prime Trust-500 Windsor Growth Growth Contract Loan
Fund Fund Fund Portfolio Portfolio II Portfolio Portfolio Trust Fund Total
------- ------- ---------- --------- --------- -------- --------- --------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investments, at
fair value,
(cost of $30,731):
Common stocks $ 850 $ 3,337* $ 4,187
Registered
investment
companies $ 2,604* $ 2,596* $ 3,260* $ 2,586* $ 1,808* $ 1,536 14,390
Fixed income
contracts $12,569* 12,569
Loans to
participants $ 1,916* 1,916
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total investments 850 3,337 2,604 2,596 3,260 2,586 1,808 1,536 12,569 1,916 33,062
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Receivables:
Participant
contributions 14 17 31 19 15 11 10 73 190
Loan repayments 4 6 12 9 5 5 3 40 (84)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total receivables 18 23 43 28 20 16 13 113 (84) 190
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Net assets available
for benefits $ 850 $ 3,355 $ 2,627 $ 2,639 $ 3,288 $ 2,606 $ 1,824 $ 1,549 $12,682 $ 1,832 $33,252
======= ======= ======= ======= ======= ======= ======= ======= ======= ======= =======
</TABLE>
* Investment represents 5% or more of net assets available for benefits.
See notes to financial statements.
6
<PAGE>
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1994
(in thousands)
<TABLE>
<CAPTION>
Vanguard
SFP SFPGC Vanguard Vanguard Inter- Vanguard
Common Common Vanguard VMMR Index Vanguard U.S. national Investment
Stock Stock Wellington Prime Trust-500 Windsor Growth Growth Contract Loan
Fund Fund Fund Portfolio Portfolio II Portfolio Portfolio Trust Fund Total
------- ------- ---------- --------- --------- -------- --------- --------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investments, at
fair value,
(cost of $22,515):
Common stocks $ 1,718* $ 1,862* $ 3,580
Registered
investment
companies $ 1,324* $ 1,281* $ 1,752* $ 1,448* $ 798 $ 1,471* 8,074
Fixed income
contracts $10,095* 10,095
Loans to
participants $ 1,295* 1,295
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total investments 1,718 1,862 1,324 1,281 1,752 1,448 798 1,471 10,095 1,295 23,044
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Receivables:
Participant
contributions 7 12 30 14 12 8 9 66 158
Employer
contributions 4 8 22 8 7 4 5 49 107
Loan repayments 2 3 6 4 3 2 2 19 (41)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total receivables 13 23 58 26 22 14 16 134 (41) 265
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Net assets available
for benefits $ 1,718 $ 1,875 $ 1,347 $ 1,339 $ 1,778 $ 1,470 $ 812 $ 1,487 $10,229 $ 1,254 $23,309
======= ======= ======= ======= ======= ======= ======= ======= ======= ======= =======
</TABLE>
* Investment represents 5% or more of net assets available for benefits.
See notes to financial statements.
7
<PAGE>
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1995
(in thousands)
<TABLE>
<CAPTION>
Vanguard
BNSF SFPGC Vanguard Vanguard Inter- Vanguard
Common Common Vanguard VMMR Index Vanguard U.S. national Investment
Stock Stock Wellington Prime Trust-500 Windsor Growth Growth Contract Loan
Fund Fund Fund Portfolio Portfolio II Portfolio Portfolio Trust Fund Total
------- ------- ---------- --------- --------- -------- --------- --------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net
assets attributed to:
Investment income
(loss):
Change in
unrealized
appreciation $ 401 $ 68 $ 371 $ 608 $ 413 $ 265 $ 128 $ 2,254
Realized gains 778 29 36 57 63 52 11 1,026
Dividends and
interest 6 13 113 $ 109 67 144 73 40 $ 681 $ 122 1,368
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
1,185 110 520 109 732 620 390 179 681 122 4,648
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Contributions:
Participant 316 371 765 438 362 245 229 1,763 4,489
Employer 191 227 551 232 204 135 132 1,263 2,935
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
507 598 1,316 670 566 380 361 3,026 7,424
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Participant transfers 359 141 146 124 80 137 100 51 178 (22) 1,294
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total additions 1,544 758 1,264 1,549 1,482 1,323 870 591 3,885 100 13,366
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Deductions from net
assets attributed to:
Distributions to
participants (742) (88) (114) (240) (209) (356) (242) (384) (922) (126) (3,423)
Loans to
participants, net
of repayments (64) (67) (53) (34) (60) (31) (26) (8) (261) 604
Fund exchanges, net (1,606) 877 183 25 297 200 410 (137) (249)
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total deductions (2,412) 722 16 (249) 28 (187) 142 (529) (1,432) 478 (3,423)
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Increase (decrease) in
net assets available
for benefits (868) 1,480 1,280 1,300 1,510 1,136 1,012 62 2,453 578 9,943
Net assets available
for benefits:
Beginning of year 1,718 1,875 1,347 1,339 1,778 1,470 812 1,487 10,229 1,254 23,309
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
End of year $ 850 $ 3,355 $ 2,627 $ 2,639 $ 3,288 $ 2,606 $ 1,824 $ 1,549 $12,682 $ 1,832 $33,252
======= ======= ======= ======= ======= ======= ======= ======= ======= ======= =======
</TABLE>
See notes to financial statements.
8
<PAGE>
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements
- --------------------------------------------------------------------------------
NOTE 1 - DESCRIPTION OF THE PLAN:
- -------- -----------------------
The following description of the Santa Fe Pacific Gold Corporation Retirement
and Savings Plan (the "Plan") provides only general information. Participants
should refer to the Plan document for a more complete description of the Plan's
provisions.
GENERAL. The Plan (formerly called the Santa Fe Pacific Gold Retirement and
Savings Plan for Hourly Employees) is a defined contribution plan established on
January 1, 1990 for the benefit of Santa Fe Pacific Gold Corporation's (the
"Company") full-time hourly employees. The Company's salaried employees
participated in a defined contribution plan sponsored by Santa Fe Pacific
Corporation ("SFP"), the Company's former parent. The Plan was amended and
restated effective July 1, 1994 to allow substantially all salaried and hourly
employees to participate upon completion of thirty days of service (the
"Participants"). Approximately $12.8 million of assets relating to the Company's
salaried employees were transferred into the Plan from the SFP plan as of that
date.
ADMINISTRATION. The Plan is sponsored by the Company and administered by the
Administration Committee, the members of which are selected by the Company's
Board of Directors.
Prior to April 1993, the Plan participated in a master retirement savings trust
agreement ("Master Trust") with the Northern Trust Company ("Northern Trust").
Assets of other plans in the Master Trust constituted over 99% of the total
Master Trust assets. In April 1993, the investment advisory and recordkeeping
responsibilities of the Plan were changed from Northern Trust and Hewitt
Associates ("Hewitt"), respectively, to the Vanguard Group, Inc. ("Vanguard").
Vanguard also became Trustee of the Plan assets except with respect to a fixed
income contract where Northern Trust and Vanguard acted as concurrent Trustees.
On July 1, 1994, assets of the fixed income contract were transferred to the
Vanguard Investment Contract Trust. As a result, Vanguard became Trustee of all
Plan assets.
CONTRIBUTIONS. Participants may contribute annually up to 12% of their eligible
compensation on a pre-tax basis, after-tax basis or combination thereof. All
such contributions are made by means of regular payroll deductions. The Company
will match 100% of the first 4% of each Participant's pre-tax contributions up
to a maximum contribution of $6,000 per year. The Company also provides an
Employer Retirement Contribution equal to 2% of pre-tax compensation for
eligible hourly employees.
PARTICIPANT ACCOUNTS. Each Participant's account is credited with his or her
pre-tax and after-tax contributions, Company's matching contributions,
additional retirement contributions, if applicable, and Plan earnings.
9
<PAGE>
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements
- --------------------------------------------------------------------------------
NOTE 1 - DESCRIPTION OF THE PLAN: (CONTINUED)
- -------- -----------------------
Participant's are immediately vested in their contributions plus actual earnings
thereon. Vesting in the Company's matching and additional retirement
contributions plus actual earnings thereon is based on years of service. A
Participant is 100% vested in these amounts after five years of service.
INVESTMENT OPTIONS. Upon enrollment in the Plan, Participants may direct their
contributions along with Company contributions in 10% increments in any of the
following investment options:
BNSF Common Stock Fund - This fund, formerly the SFP Common Stock Fund, invests
solely in the common stock of BNSF. During 1995, Burlington Northern and Santa
Fe Pacific merged and the BNSF Common Stock Fund was formed from SFP Common
Stock Fund holdings. The value of the fund will depend primarily on the market
price of the common stock and the dividends paid by BNSF. This fund is only
available for withdrawals, although dividends can be reinvested in the fund to
purchase additional shares.
SFPGC Common Stock Fund - This fund invests solely in the common stock of the
Company. The value of the fund will depend primarily on the market price of the
common stock and the dividends paid by the Company. All dividends are reinvested
in the fund to purchase additional shares.
Vanguard Wellington Fund - This fund invests in bonds and common stocks. The
bonds, which generally comprise 30%-40% of the portfolio, are held for relative
stability of income and principal, while the common stocks, which generally
comprise 60%-70% of the portfolio, are held for potential growth of capital and
income.
Vanguard Money Market Reserves ("VMMR") Prime Portfolio - This fund invests in
high-quality money market instruments that mature in one year or less. These
include negotiable certificates of deposit, bankers' acceptances, commercial
paper and other short-term corporate obligations.
Vanguard Index Trust-500 Portfolio - This fund invests in the stocks included in
the Standard & Poor's ("S&P") 500 Index in approximately the same proportion as
they are represented in the S&P 500 index. The S&P 500 Index is an unmanaged and
widely accepted benchmark of the stock market's performance and represents 67%
of the total market value of all U.S. common stocks.
Vanguard Windsor II - This fund invests in common stocks that, in the opinion of
the fund's investment advisor, are undervalued in the marketplace. These stocks
tend to offer above-average income yields and will normally have below-average
price-to-earnings ratios and below-average price-to-book value ratios relative
to the stock market in general.
10
<PAGE>
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements
- --------------------------------------------------------------------------------
NOTE 1 - DESCRIPTION OF THE PLAN: (CONTINUED)
- -------- -----------------------
Vanguard U.S. Growth Portfolio - This fund invests primarily in the common
stocks of seasoned U.S. companies whose prospects for growth are believed to be
favorable. Such companies tend to have exceptional records, strong market
positions, good financial strength and low sensitivity to changing economic
conditions.
Vanguard International Growth Portfolio - This fund diversely invests in common
stocks of seasoned companies located outside the United States with above-
average growth potential in an attempt to provide long-term capital
appreciation.
Vanguard Investment Contract Trust - This fund invests primarily in investment
contracts issued by insurance companies, commercial banks, and other similar
types of fixed principal investments.
PARTICIPANT LOANS. The Plan allows participants to borrow up to 50% of their
vested account balance up to a maximum of $50,000. Interest is based on the
higher of the blended fixed interest rate for the Vanguard Investment Contract
Trust or the prime rate plus 1% on the first day of the quarter in which the
loan is made. Loans are repaid by payroll deduction and interest is credited to
the Participant's accounts. The loans are secured by the Participant's entire
interest in the Plan.
PAYMENT OF BENEFITS. On termination of service, a Participant may elect to
receive either a lump-sum amount equal to the value of the vested interest in
his or her account or on an installment basis as described in the Plan.
FORFEITED ACCOUNTS. At December 31, 1995, forfeited balances of terminated
participants' unvested accounts approximated $284,000 and will be used to reduce
future Company contributions. During 1995, Company contributions were not
reduced with forfeited unvested accounts.
PLAN AMENDMENT ON TERMINATION. The Plan may be amended at any time; however, no
such amendment may adversely affect the rights of Participants in the Plan with
respect to contributions made prior to the date of the amendment. Company
matching contributions may be discontinued and participation by the Company in
the Plan may be terminated at any time. In the event the Plan is terminated,
each Participant will receive the full amount of Plan assets in his account.
The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA") applicable to defined contribution plans. Since the Plan
provides for an individual account for each participant and for benefits based
solely on the amount contributed to the Participant's account and any income,
expenses, gains and losses attributed thereto, its benefits are not insured by
the Pension Benefit Guaranty Corporation pursuant to Title IV of ERISA.
11
<PAGE>
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements
- --------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
- -------- ------------------------------------------
The Plan's financial statements have been prepared on the accrual basis of
accounting and are reported in accordance with requirements of ERISA.
VALUATION OF INVESTMENTS. Investments in registered investment companies are
valued at the quoted net asset value of the respective fund. Investments in
common stocks are valued at quoted market prices. Investments in fixed income
contracts are valued at contract value which includes accrued interest. Loans to
participants are valued at the unpaid balance.
RECOGNITION OF INCOME. Dividend income is recorded on the ex-dividend date.
Interest income is recorded when earned. Realized gains (losses) on investment
sales are recorded as follows: for investments held at the beginning of the
year - the difference between net proceeds received and the related current
value at the beginning of the year and for investments acquired during the
year - the difference between net proceeds received and the related average
acquisition cost. Unrealized gains (losses) are recorded based on the difference
between the current value of investments at the end of the year and their
current value at the beginning of the year, or average acquisition cost for
investments acquired during the year.
BENEFITS PAYABLE. Guidance for accounting and disclosure by employee benefit
plans requires plans to disclose benefits payable rather than record them as a
liability. Benefits payable approximated $374,000 and $243,000 at December 31,
1995 and 1994, respectively. This treatment results in a difference between the
Plan's Form 5500 and these financial statements.
ADMINISTRATIVE EXPENSES. All administrative expenses of the Plan are paid by the
Company. Investment advisory fees for management of the investment funds are
paid directly from fund earnings based on a percentage of the market value of
the respective funds.
NOTE 3 - RELATED PARTY TRANSACTIONS:
- -------- --------------------------
During the year ended December 31, 1995; 366,722 shares of the Company's common
stock were purchased in the SFPGC Common Stock Fund at an aggregate purchase
price of $2,356,000 while 135,802 shares of the Company's common stock were sold
at an aggregate sales price of $978,000.
Certain plan investments represent shares of mutual funds managed by Vanguard,
the Plan's Trustee. Accordingly, the purchase and sale of such shares represent
party-in-interest transactions. Such transactions are exempt under ERISA.
12
<PAGE>
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements
- --------------------------------------------------------------------------------
NOTE 4 - TAX STATUS:
- -------------------
The Internal Revenue Service has informed the Company by a letter dated January
30, 1996, that the Plan, as amended, was a qualified plan under section 401(a)
and (k) of the Internal Revenue Code. The Company believes that the Plan
continues to fulfill the requirements of a qualified plan. Accordingly, a
provision for federal or state income taxes has not been made in the
accompanying financial statements.
<TABLE>
<CAPTION>
NOTE 5 - REALIZED GAINS:
- -----------------------
<S> <C>
</TABLE>
Realized gains on investment transactions during the year ended December 31,
1995 are as follows:
<TABLE>
<CAPTION>
Sales Carrying Realized
Proceeds Value Gains
-------- -------- --------
(in thousands)
<S> <C> <C> <C>
Common Stock:
Burlington Northern Santa Fe Corporation $2,413 $1,635 $ 778
Santa Fe Pacific Gold Corporation 978 949 29
Registered Investment Companies:
Vanguard Wellington Fund 355 319 36
Vanguard Money Market Reserves-Prime Portfolio 935 935
Vanguard Index Trust-500 Portfolio 527 470 57
Vanguard Windsor II 545 482 63
Vanguard U.S. Growth Portfolio 449 397 52
Vanguard International Growth Portfolio 719 708 11
Fixed Income Contracts:
Vanguard Investment Contract Trust 2,734 2,734
------ ------ ------
$9,655 $8,629 $1,026
====== ====== ======
</TABLE>
13
<PAGE>
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
Notes to Financial Statements
- --------------------------------------------------------------------------------
NOTE 6 - CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION):
- ----------------------------------------------------------
The change in unrealized appreciation (depreciation) during the year ended
December 31, 1995 is comprised of the following:
<TABLE>
<CAPTION>
December 31, December 31,
1995 1994 Change
------------ -------------- ------
(in thousands)
<S> <C> <C> <C>
Common Stock:
Burlington Northern Santa Fe Corporation $ 401 $(1,482) $1,883
Santa Fe Pacific Gold Corporation 67 (401) 468
Registered Investment Companies:
Vanguard Wellington Fund 371 (25) 396
Vanguard Money Market Reserves-Prime Portfolio
Vanguard Index Trust-500 Portfolio 608 25 583
Vanguard Windsor II 413 (78) 491
Vanguard U.S. Growth Portfolio 266 24 242
Vanguard International Growth Portfolio 128 (31) 159
Fixed Income Contracts:
Vanguard Investment Contract Trust
------ -------- ------
$2,254 $(1,968) $4,222
====== ======== ======
</TABLE>
NOTE 7 - PARTICIPATION IN THE PLAN:
- ----------------------------------
The following is a summary of the number of Participants invested in the
investment options offered by the Plan as of December 31, 1995:
<TABLE>
<CAPTION>
<S> <C>
BNSF Common Stock Fund 261
SFPGC Common Stock Fund 789
Vanguard Wellington Fund 494
VMMR Prime Portfolio 690
Vanguard Index Trust-500 Portfolio 509
Vanguard Windsor II 476
Vanguard U.S. Growth Portfolio 378
Vanguard International Growth Portfolio 350
Vanguard Investment Contract Trust 1,097
Loan Fund 524
</TABLE>
14
<PAGE>
SCHEDULE I
SANTA FE PACIFIC GOLD CORPORATION
RETIREMENT AND SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
(in thousands)
<TABLE>
<CAPTION>
Description of
Investment,
Including Maturity
Date, Rate of
Principal Interest, Collateral,
Amount or Identity of Issue, Borrower, Lessor Par or Maturity Historical Current
Shares or Similar Party Value Cost Value
---------- ----------------------------------- --------------------- ---------- -------
<S> <C> <C> <C> <C>
40 Burlington Northern Santa Fe Common Stock $ 257 $ 850
476 Santa Fe Pacific Gold Corporation* Common Stock 3,335 3,337
107 Vanguard Wellington Fund* # Mutual Fund 2,255 2,604
2,596 Vanguard Money Market Reserves-Prime
Portfolio* # Mutual Fund 2,596 2,596
57 Vanguard Index Trust-500 Portfolio* # Mutual Fund 2,632 3,260
125 Vanguard Windsor II* # Mutual Fund 2,231 2,586
89 Vanguard U.S. Growth Portfolio* # Mutual Fund 1,524 1,808
102 Vanguard International Growth Portfolio # Mutual Fund 1,416 1,536
12,569 Vanguard Investment Contract Trust* # Fixed Income
Contract 12,569 12,569
Loans to Participants* 7.0% - 10.0%
Through 12/31/2010 1,916 1,916
------- -------
TOTAL $30,731 $33,062
======= =======
</TABLE>
* Investment represents five percent or more of net assets
available for benefits.
# Represents a party-in-interest.
<PAGE>
SCHEDULE II
SANTA FE PACIFIC GOLD CORPORATION RETIREMENT AND SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS*
FOR THE YEAR ENDED DECEMBER 31, 1995
(in thousands)
<TABLE>
<CAPTION>
Description of Investment
Identity of Issue, Borrower, Including Rate of Interest, Purchase Selling Cost of Current Value on Net
Lessor, or Similar Party Maturity Value Price Price Asset Transaction Date Gain
- ---------------------------- --------------------------- -------- ------- ------- ---------------- ----
<S> <C> <C> <C> <C> <C> <C>
Burlington Northern Santa Common Stock $ 365 $ 365 $ 365
Fe Pacific $2,413 1,635 1,635 $778
Santa Fe Pacific Gold Common Stock 2,356 2,356 2,356
Corporation 978 949 949 29
Vanguard Wellington Fund # Mutual Fund 1,229 1,229 1,229
355 319 319 36
Vanguard Money Market Mutual Fund 2,250 2,250 2,250
Reserves-Prime Portfolio # 935 935 935
Vanguard Index Trust-500 Mutual Fund 1,371 1,371 1,371 57
Portfolio # 527 470 470 57
Vanguard Windsor II # Mutual Fund 1,206 1,206 1,206 63
545 482 482 63
Vanguard US Growth Mutual Fund 1,141 449 397 397 52
Portfolio #
Vanguard International Mutual Fund 644 719 708 11
Growth Portfolio #
Vanguard Investment Contract Fixed Income 5,208 5,208 5,208 5,208
Trust # Contract 2,734 2,734 2,734
</TABLE>
* Transactions or series of transactions in excess of 5 percent of the
current value of the Plan's assets as of January 1, 1995 as defined in Section
2520.103-6 of the Department of Labor Rules and Regulations for Reporting and
Disclosure under ERISA.
# Represents a party-in-interest.
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
June 25, 1996
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 No. 33-84674 of Santa Fe Pacific Gold Corporation of our
report dated June 17, 1996 appearing on page 5 of this Form 11-K.
/s/PRICE WATERHOUSE LLP
- -----------------------
Price Waterhouse
