SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: May 2, 1997
(Date of Earliest Event Reported): (March 10, 1997)
SANTA FE PACIFIC GOLD CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-13096 85-0307713
(State of (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
6200 Uptown Blvd, NE, Suite 400
Albuquerque, New Mexico 87110
(Address of Principal Executive Offices) (Zip Code)
(505) 880-5300
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On March 10, 1997, SFPG amended its Rights
Agreement (the "Rights Agreement"), dated as of January
26, 1995, between SFPG and Harris Trust and Savings Bank
in order to render the Rights inapplicable to the Merger
and the other transactions contemplated by the Merger
Agreement. A copy of Amendment No. 2 to the Rights
Agreement is attached hereto as Exhibit 4.1
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
4.1 Amendment No. 2, dated as of March 10, 1997, to
Rights Agreement, dated as of January 26, 1995,
between SFPG Pacific Gold Corporation and
Harris Trust and Savings Bank.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned
thereunto duly authorized.
SANTA FE PACIFIC GOLD CORPORATION
Date: May 2, 1997 By: /s/ WAYNE JARKE
Name: Wayne Jarke
Title: Secretary
EXHIBIT INDEX
Number Description Page
4.1 Amendment No. 2, dated as of March 10,
1997, to Rights Agreement, dated as of
January 26, 1995, between Santa Fe
Pacific Gold Corporation and Harris Trust and
Savings Bank. 5
AMENDMENT TO RIGHTS AGREEMENT
Amendment No. 2 (this "Amendment"), dated as of
March 10, 1997, to the Rights Agreement (the "Rights
Agreement"), dated as of January 26, 1995, as amended as
of December 8, 1996, between Santa Fe Pacific Gold
Corporation, a Delaware corporation (the "Company"), and
Harris Trust and Savings Bank, an Illinois banking
corporation (the "Rights Agent").
WHEREAS, the Company, Newmont Mining Corporation, a
Delaware corporation ("Parent"), and Midtown Two Corp., a
Delaware corporation and a wholly owned subsidiary of
Parent ("Sub"), are entering into an Agreement and Plan
of Merger (the "Merger Agreement") pursuant to which,
among other things, Sub will merge into the Company (the
"Merger") and each outstanding share of common stock of
the Company will be converted into the right to receive
shares of common stock of Parent, subject to the terms
and conditions of the Merger Agreement;
WHEREAS, the Company and the Rights Agent desire to
amend the Rights Agreement to render the Rights
inapplicable to the Merger and the other transactions
contemplated by the Merger Agreement;
WHEREAS, Section 27 of the Rights Agreement permits
the Company from time to time to supplement and amend the
Rights Agreement;
NOW, THEREFORE, in consideration of the foregoing
and the agreements, provisions and covenants herein
contained, the parties agree as follows:
1. Section 1 of the Rights Agreement is hereby
amended by adding the following new paragraph at the end
of Section 1:
"Notwithstanding anything in this Agreement that
might otherwise be deemed to the contrary, neither
Newmont Mining Corporation ("Parent") nor any of its
Affiliates or Associates shall be deemed an
Acquiring Person and none of a Distribution Date,
Shares Acquisition Date or Triggering Event shall be
deemed to occur, in each such case, by reason of the
approval, execution or delivery of the Agreement and
Plan of Merger, dated as of March 10, 1997,
including any amendment or supplement thereto (the
"Merger Agreement") among Parent, Midtown Two Corp.
and the Company, the announcement or consummation of
the Merger (as defined in the Merger Agreement) or
the consummation of the other transactions
contemplated by the Merger Agreement."
2. Clause (i) of Section 7(a) of the Rights
Agreement is hereby amended to read in its entirety as
follows:
"(i) the earlier of the close of business on
February 13, 2005 and immediately prior to the
Effective Time of the Merger (as defined in the
Merger Agreement) (the "Final Expiration Date") or".
3. The Rights Agreement shall not otherwise be
supplemented or amended by virtue of this Amendment, but
shall remain in full force and effect. This Amendment
may be executed in one or more counterparts, all of which
shall be considered one and the same amendment and each
of which shall be deemed an original.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed and attested, all as
of the day and year first above written.
Attest: SANTA FE PACIFIC GOLD CORPORATION
By /s/ Wayne Jarke
Name: Wayne Jarke By /s/ Patrick M. James
Title: Secretary Name: Patrick M. James
Title: Chairman, President and
Chief Executive Officer
Attest: HARRIS TRUST AND SAVINGS BANK
By /s/ James S. Anderson By /s/ Susan M. Shandel
Name: James S. Anderson Name: Susan M. Shadel
Title: Vice President Title: Assistant Vice
President
