-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FYf+U1lCO78iAXeZPJg3f6ZEisv85BGXK++Qyt8sOAf1jKT4jJXmsT+zvDE1WwnP 9vVx1J3r4ZSu1azr39mJRw== 0000921530-97-000175.txt : 19971103 0000921530-97-000175.hdr.sgml : 19971103 ACCESSION NUMBER: 0000921530-97-000175 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971031 SROS: NYSE GROUP MEMBERS: DUQUESNE CAPITAL MANAGEMENT, L.L.C. GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: SOROS FUND MANAGEMENT LLC GROUP MEMBERS: STANLEY F. DRUCKENMILLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEWMONT MINING CORP CENTRAL INDEX KEY: 0000071824 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 131806811 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-11627 FILM NUMBER: 97705965 BUSINESS ADDRESS: STREET 1: ONE UNITED BANK CTR STREET 2: 1700 LINCOLN ST CITY: DENVER STATE: CO ZIP: 80203 BUSINESS PHONE: 3038637414 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 AMEND #8 TO SCH 13D RE NEWMONT MINING CORP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* NEWMONT MINING CORPORATION ---------------------------------------- (Name of Issuer) Common Stock, $1.60 Par Value --------------------------------------- (Title of Class of Securities) 651639106 -------------------------- (CUSIP Number) Stephen M. Vine, Esq. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 590 Madison Avenue New York, New York 10022 (212) 872-1000 --------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 23, 1997 ---------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Continued on following page(s) Page 1 of 12 Pages SCHEDULE 13D CUSIP No. 651639106 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Soros Fund Management LLC 2 Check the Appropriate Box If a Member of a Group* a. [X] b. [_] 3 SEC Use Only 4 Source of Funds* Not applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 6,662,534 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 6,662,534 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 6,662,534 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 4.26% 14 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 651639106 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person George Soros(in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group* a. [x] b. [_] 3 SEC Use Only 4 Source of Funds* Not applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 6,662,534 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 6,662,534 11 Aggregate Amount Beneficially Owned by Each Reporting Person 6,662,534 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 4.26% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 651639106 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Stanley F. Druckenmiller (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group* a. [x] b. [_] 3 SEC Use Only 4 Source of Funds* Not applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 822,643 Shares Beneficially 8 Shared Voting Power Owned By 6,662,534 Each Reporting 9 Sole Dispositive Power Person 822,643 With 10 Shared Dispositive Power 6,662,534 11 Aggregate Amount Beneficially Owned by Each Reporting Person 7,485,177 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 4.79% 14 Type of Reporting Person* IA SCHEDULE 13D CUSIP No. 651639106 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Duquesne Capital Management, L.L.C. 2 Check the Appropriate Box If a Member of a Group* a. [x] b. [_] 3 SEC Use Only 4 Source of Funds* Not applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization Pennsylvania 7 Sole Voting Power Number of 822,643 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 822,643 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 822,643 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) .53% 14 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 8 to Schedule 13D relates to shares of Common Stock, $1.60 par value per share (the "Shares"), of Newmont Mining Corporation (the "Issuer"). This Amendment No. 8 supplementally amends the initial statement on Schedule 13D dated April 30, 1993 and all amendments thereto (collectively, the "Initial Statement") filed by the Reporting Persons (as defined herein). This Amendment No. 8 is being filed by the Reporting Persons to report that Quantum Partners, Quota, Quasar Partners and the Duquesne LLC Clients have disposed of certain Shares held for their respective accounts, and that the Reporting Persons no longer may be deemed the beneficial owners of five percent or more of the outstanding Shares of the Issuer. Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is supplementally amended as follows. Item 2. Identity and Background. This statement is being filed on behalf of Soros Fund Management LLC, a Delaware limited liability company ("SFM LLC"), Mr. George Soros ("Mr. Soros") and Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller") and Duquesne Capital Management, L.L.C., a Pennsylvania limited liability company ("Duquesne LLC", and together with SFM LLC, Mr. Soros and Mr. Druckenmiller, the "Reporting Persons"). This statement relates to Shares held for the accounts of Quantum Partners, Quota, Quasar Partners and the Duquesne LLC Clients. Updated information concerning the Managing Directors of SFM LLC is attached hereto as Annex A and incorporated herein by reference. Updated information concerning the executive officers of Duquesne LLC is attached hereto as Annex B and incorporated herein by reference. Item 5. Interest in Securities of the Issuer. (a) (i) Each of SFM LLC and Mr. Soros may be deemed the beneficial owner of 6,662,534 Shares (approximately 4.26% of the total number of Shares outstanding). This number consists of (A) 2,430,130 Shares held for the account of Quantum Partners, (B) 1,762,136 Shares held for the account of Quota, and (C) 2,470,268 Shares held for the account of Quasar Partners. (ii) Mr. Druckenmiller may be deemed the beneficial owner of 7,485,177 Shares (approximately 4.79% of the total number of Shares outstanding). This number consists of (A) 2,430,130 Shares held for the account of Quantum Partners, (B) 1,762,136 Shares held for the account of Quota, (C) 2,470,268 Shares held for the account of Quasar Partners, and (D) 822,643 Shares held for the accounts of the Duquesne LLC Clients. (iii) Duquesne LLC may be deemed the beneficial owner of the 822,643 Shares held for the accounts of the Duquesne LLC Clients (approximately 0.53% of the total number of Shares outstanding). (b) (i) Pursuant to the terms of the contracts between Quantum Fund and SFM LLC, Quota and SFM LLC and Quasar Partners and SFM LLC, SFM LLC may be deemed to have sole power to direct the voting and disposition of the 6,662,534 Shares held for the accounts of Quantum Partners, Quota and Quasar Partners. (ii) Pursuant to the terms of the contracts between Quantum Fund and SFM LLC, Quota and SFM LLC and Quasar Partners and SFM LLC, and as a result of the positions held by Mr. Soros and Mr. Druckenmiller with SFM LLC, each of Mr.Soros and Mr. Druckenmiller may be deemed to have shared power to direct the voting and disposition of the 6,662,534 Shares held for the accounts of Quantum Partners, Quota and Quasar Partners. (iii) Pursuant to the contracts with the Duquesne LLC Clients, and as a result of the position held by Mr. Druckenmiller with Duquesne LLC, each of Duquesne LLC and Mr. Druckenmiller may be deemed to have the sole power to direct the voting and disposition of securities held for the accounts of the Duquesne LLC Clients, including the 822,643 Shares held for the accounts of the Duquesne LLC Clients. (c) Except for the transactions disclosed on Annex C hereto, all of which were effected on the New York Stock Exchange in routine brokerage transactions, there have been no transactions with respect to the Shares since September 1, 1997 (60 days prior to the date hereof) by Quantum Partners, Quota, Quasar Partners, the Duquesne LLC Clients or by any of the Reporting Persons. (d) (i) The shareholders of Quantum Partners, including Quantum Fund, have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities, including the Shares, held for the account of Quantum Partners in accordance with their ownership interests in Quantum Partners. (ii) The shareholders of Quota have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities, including the Shares, held for the account of Quota in accordance with their ownership interests in Quota. (iii) The partners of Quasar Partners, including Quasar International Fund N.V., a Netherlands Antilles corporation, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares, held for the account of Quasar Partners in accordance with their partnership interests in Quasar Partners. (iv) The Duquesne LLC Clients have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities, including the Shares, held for their accounts. (e) Each of the Reporting Persons ceased to be a beneficial owner of five percent or more of the outstanding Shares on October 23, 1997. Each of SFM LLC and Mr. Soros expressly disclaims beneficial ownership of any Shares not held directly for the accounts of the SFM Clients. Duquesne LLC expressly disclaims beneficial ownership of any Shares not held for the accounts of the Duquesne LLC Clients. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. As set forth in the Initial Statement, each of the Reporting Persons, Quantum Partners, Quasar Partners and Quota entered into a Standstill Agreement dated as of May 10, 1993. Pursuant to its terms, the Standstill Agreement shall terminate on November 1, 1997. From time to time each of the Reporting Persons, Quantum Partners, Quasar Partners, Quota, other SFM Clients and/or the Duquesne LLC Clients may lend portfolio securities to brokers, banks or other financial institutions. These loans typically obligate the borrower to return the securities, or an equal amount of securities of the same class, to the lender and typically provide that the borrower is entitled to exercise voting rights and to retain dividends during the term of the loan. From time to time to the extent permitted by applicable law, each of such persons or entities may borrow the Shares for the purpose of effecting, and may effect, short sale transactions, and may purchase securities for the purpose of closing out short positions in such securities. Except as set forth herein and in the Initial Statement, the Reporting Persons, Quantum Partners, Quasar Partners, Quota, other SFM Clients and/or the Duquesne LLC Clients do not have any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: October 31, 1997 SOROS FUND MANAGEMENT LLC By: /S/ SEAN C. WARREN ----------------------------- Sean C. Warren Managing Director GEORGE SOROS By: /S/ SEAN C. WARREN ----------------------------- Sean C. Warren Attorney-in-Fact STANLEY F. DRUCKENMILLER By: /S/ SEAN C. WARREN ----------------------------- Sean C. Warren Attorney-in-Fact DUQUESNE CAPITAL MANAGEMENT, L.L.C. By: /S/ GERALD KERNER ----------------------------- Gerald Kerner Managing Director ANNEX A The following is a list of all of the persons (other than Stanley Druckenmiller) who serve as Managing Directors of SFM LLC: Scott K. H. Bessent Walter Burlock Brian J. Corvese Jeffrey L. Feinberg Arminio Fraga David Gerstenhaber Gary Gladstein Ron Hiram Robert K. Jermain David N. Kowitz Alexander C. McAree Paul McNulty Gabriel S. Nechamkin Steven Okin Dale Precoda Lief D. Rosenblatt Mark D. Sonnino Filiberto H. Verticelli Sean C. Warren John Zwaanstra Each of the above-listed persons is a United States citizen whose principal occupation is serving as Managing Director of SFM LLC, and each has a business address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York, New York 10106. To the best of the Reporting Persons' knowledge: (a) None of the above persons holds any Shares. (b) None of the above persons has any contracts, arrangements, understandings or relationships with respect to the Shares. ANNEX B The following is a list of all of the persons who serve as executive officers of Duquesne LLC (other than Stanley F. Druckenmiller): Michael A. Shay ("Mr. Shay") Gerald Kerner ("Mr. Kerner") Mr. Shay is a United States citizen whose principal occupation is serving as a Managing Director of Duquesne LLC. Mr. Shay's business address is Duquesne Capital Management, L.L.C., 2579 Washington Road, Suite 322, Pittsburgh, Pennsylvania 15241. Mr. Kerner is a United States citizen whose principal occupation is serving as a Managing Director of Duquesne LLC. Mr. Kerner's business address is Duquesne Capital Management, L.L.C., 888 Seventh Avenue, 32nd Floor, New York, New York 10106. To the best of the Reporting Persons' knowledge: (a) None of the above persons hold any Shares. (b) None of the above persons has any contracts, arrangements, understandings or relationships with respect to the Shares.
ANNEX C RECENT TRANSACTIONS IN THE COMMON STOCK OF NEWMONT MINING CORPORATION Date of Nature of For the Account of Transaction Transaction Number of Price Per Share - ------------------ ----------- ----------- --------- --------------- Shares ------ Quantum Partners/1/ 9/30/97 SALE 53,800 45.266 10/01/97 SALE 21,500 45.191 10/08/97 SALE 21,300 44.938 10/09/97 SALE 18,900 45.179 10/23/97 SALE 161,000 44.855 Quasar Partners/1/ 9/30/97 SALE 53,800 45.266 10/01/97 SALE 21,500 45.191 10/08/97 SALE 16,200 44.938 10/09/97 SALE 19,000 45.179 10/23/97 SALE 161,200 44.855 Quota/1/ 9/30/97 SALE 125,000 45.266 10/01/97 SALE 50,000 45.191 10/08/97 SALE 37,500 44.938 10/09/97 SALE 44,000 45.179 10/23/97 SALE 378,000 44.855 The Duquesne LLC 9/30/97 SALE 17,400 45.267 Clients/2/ 10/01/97 SALE 7,000 45.191 10/09/97 SALE 6,100 45.179 10/23/97 SALE 52,700 44.856 - ------------------------ /1/ Transactions effected at the direction of SFM LLC. /2/ Transactions effected at the direction of Duquesne LLC.
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