-----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, MQ2rEu2uEN0uS9jvQVg0ajqNc1zBzxzPZvrtyARyDq2KhZ72FXk6ooTKYU1ifwWS ZOpX6f95ewe1Ekr3ggmRzQ== 0000950134-98-005596.txt : 19980630 0000950134-98-005596.hdr.sgml : 19980630 ACCESSION NUMBER: 0000950134-98-005596 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980629 SROS: NYSE FILER: 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: 11-K SEC ACT: SEC FILE NUMBER: 001-01153 FILM NUMBER: 98656987 BUSINESS ADDRESS: STREET 1: ONE UNITED BANK CTR STREET 2: 1700 LINCOLN ST CITY: DENVER STATE: CO ZIP: 80203 BUSINESS PHONE: 3038637414 11-K 1 FORM 11-K DATED 12/31/97 1 FORM 11-K [x] ANNUAL REPORTS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 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 1-1153 SANTA FE PACIFIC GOLD CORPORATION RETIREMENT AND SAVINGS PLAN --------------------------------- (Title of Plans) NEWMONT MINING CORPORATION -------------------------- (Issuer of Securities) 1700 Lincoln Street, Denver, Colorado 80203 ------------------------------------------- (Principal Executive Office) 2 SANTA FE PACIFIC GOLD CORPORATION RETIREMENT AND SAVINGS PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1997 AND 1996 TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 3 SANTA FE PACIFIC GOLD CORPORATION RETIREMENT AND SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
Page(s) ------- REPORTS OF INDEPENDENT PUBLIC ACCOUNTANTS 1-2 FINANCIAL STATEMENTS: Statement of Net Assets Available For Plan Benefits, With Fund Information, as of December 31, 1997 3 Statement of Net Assets Available For Plan Benefits, With Fund Information, as of December 31, 1996 4 Statement of Changes in Net Assets Available For Plan Benefits, With Fund Information, for the Year Ended December 31, 1997 5-6 NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES 7-12 SCHEDULES SUPPORTING FINANCIAL STATEMENTS: Schedule I -- Item 27a - Schedule of Assets Held for Investment Purposes, as of December 31, 1997 13 Schedule II -- Item 27b - Schedule of Loans or Fixed-Income Obligations in Default or Uncollectible, as of December 31, 1997 14 Schedule III -- Item 27d - Schedule of Reportable Transactions January 1, 1997 through December 31, 1997 15 Schedule IV -- Item 27e - Schedule of Non-Exempt Transactions January 1, 1997 through December 31, 1997 16
4 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Participants and Administration Committee of the Santa Fe Pacific Gold Corporation Retirement and Savings Plan: We have audited the accompanying statement of net assets available for plan benefits, with fund information, of the SANTA FE PACIFIC GOLD CORPORATION RETIREMENT AND SAVINGS PLAN (the "Plan") as of December 31, 1997, and the related statement of changes in net assets available for plan benefits, with fund information, for the year then ended. 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 audit. We conducted our audit 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 audit provides 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 benefits of the Plan as of December 31, 1997 and the changes in net assets available for plan benefits, for the year then ended, in conformity with generally accepted accounting principles. Our audit was 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, loans or fixed-income obligations in default or uncollectible, reportable transactions and non-exempt transactions 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. The fund information in the statement of net assets available for plan 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 plan benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audit 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. /s/ Arthur Andersen LLP Denver, Colorado, June 26, 1998. - 1 - 5 Report of Independent Accountants May 5, 1997 To the Participants and Administration Committee of Santa Fe Pacific Gold Corporation Retirement and Savings Plan In our opinion, the accompanying statement of net assets available for plan benefits, with fund information, presents fairly, in all material respects, the net assets available for plan benefits of the Santa Fe Pacific Gold Corporation Retirement and Savings Plan at December 31, 1996, in conformity with generally accepted accounting principles. This financial statement is the responsibility of the Plan's management; our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit of this statement in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether this financial statement is 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 audit provides a reasonable basis for the opinion expressed above. Our audit was performed for the purpose of forming an opinion on the basic financial statement taken as a whole. The fund information in the statement of net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits of each fund. The fund information has been subjected to the auditing procedures applied in the audit of the basic financial statement and, in our opinion, is fairly stated in all material respects in relation to the basic financial statement taken as a whole. /s/ PRICE WATERHOUSE LLP - 2 - 6 SANTA FE PACIFIC GOLD CORPORATION RETIREMENT AND SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION AS OF DECEMBER 31, 1997 (in thousands)
Vanguard Bond Index Vanguard Vanguard Fund - Vanguard Vanguard LifeStrategy LifeStrategy Total Bond Index Trust- International Portfolios - Portfolios - Market 500 Growth Conservative Growth Portfolio Portfolio Portfolio Growth Portfolio ---------- ------------ ------------- ------------ ------------- INVESTMENT FUNDS, at fair value: Mutual funds $ 2 $8,010 $2,068 $ - $21 Collective trust - - - - - Employer stock funds - - - - - Participant loans - - - - - --- ------- ------- --- --- Total investment funds 2 8,010 2,068 - 21 --- ------- ------- --- --- CONTRIBUTIONS RECEIVABLE: Employer contributions - 51 13 2 2 Participants' contributions - 85 8 4 4 Loan repayments - 27 4 2 - --- ------- ------- --- --- Total contributions receivable - 163 25 8 6 --- ------- ------- --- --- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 2 $8,173 $2,093 $ 8 $27 == ===== ===== === ==
Vanguard Vanguard Money LifeStrategy Market Vanguard Portfolios - Reserves - Vanguard Vanguard/ Retirement Moderate Prime U.S. Growth Wellington Vanguard/ Savings Growth Portfolio Portfolio Fund Windsor II Trust ------------- ----------- ------------ ----------- ---------- ---------- INVESTMENT FUNDS, at fair value: Mutual funds $16 $4,943 $4,239 $5,173 $6,604 $ - Collective trust - - - - - 14,598 Employer stock funds - - - - - - Participant loans - - - - - - --- ------- ------- ------- ------- -------- Total investment funds 16 4,943 4,239 5,173 6,604 14,598 --- ------- ------- ------- ------- -------- CONTRIBUTIONS RECEIVABLE: Employer contributions 18 48 - - - - Participants' contributions 27 69 - - - - Loan repayments 10 28 - - - - --- ------- ------- ------- ------- -------- Total contributions receivable 55 145 - - - - --- ------- ------- ------- ------- -------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $71 $5,088 $4,239 $5,173 $6,604 $14,598
Newmont Mining Newmont Stock Gold Stock Participant Fund Fund Loans Total -------- ---------- ----------- -------- INVESTMENT FUNDS, at fair value: Mutual funds $ - $ - $ - $31,076 Collective trust - - - 14,598 Employer stock funds 2,750 1,286 - 4,036 Participant loans - - 4,228 4,228 ------- ------- ------- -------- Total investment funds 2,750 1,286 4,228 53,938 ------- ------- ------- -------- CONTRIBUTIONS RECEIVABLE: Employer contributions - 18 - 152 Participants' contributions - 12 - 209 Loan repayments - 7 (78) - ------- ------- ------- -------- Total contributions receivable - 37 (78) 361 ------- ------- ------- -------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $2,750 $1,323 $4,150 $54,299
The accompanying notes to financial statements and supplemental schedules are an integral part of this statement. - 3 - 7 SANTA FE PACIFIC GOLD CORPORATION RETIREMENT AND SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION AS OF DECEMBER 31, 1996 (in thousands)
Vanguard Money Vanguard Vanguard Market Index Trust- International Reserves - Vanguard Vanguard/ 500 Growth Prime U.S. Growth Wellington Vanguard/ Portfolio Portfolio Portfolio Portfolio Fund Windsor II ------------ ------------ ---------- ------------ ----------- ---------- INVESTMENT FUNDS, at fair value: Mutual funds $5,011 $2,055 $3,520 $3,255 $3,681 $4,321$ Collective trust - - - - - - Employer stock funds - - - - - - Participant loans - - - - - - ------- ------- ------- ------- ------- ------- Total investment funds 5,011 2,055 3,520 3,255 3,681 4,321 ------- ------- ------- ------- ------- ------- CONTRIBUTIONS RECEIVABLE: Employer contributions 7 3 5 4 4 6 Participants' contributions 16 10 10 10 10 14 Interest 15 5 18 8 10 10 ------- ------- ------- ------- ------- ------- Total contributions receivable 38 18 33 22 24 30 ------- ------- ------- ------- ------- ------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $5,049 $2,073 $3,553 $3,277 $3,705 $4,351 ===== ===== ===== ===== ===== =====
Vanguard SFPGC Investment Common Contract Stock Participant Trust Fund Loans Total ----------- ------- ----------- ------- INVESTMENT FUNDS, at fair value: Mutual funds - $ - $ - $21,843 Collective trust 14,338 - - 14,338 Employer stock funds - 5,204 - 5,204 Participant loans - - 2,825 2,825 -------- ------- ------- -------- Total investment funds 14,338 5,204 2,825 44,210 -------- ------- ------- --------- CONTRIBUTIONS RECEIVABLE: Employer contributions 10 4 - 43 Participants' contributions 19 8 - 97 Interest 47 7 - 120 -------- ------- ------- --------- Total contributions receivable 76 19 - 260 -------- ------- ------- --------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $14,414 $5,223 $2,825 $44,470 ======== ======= ======= =========
The accompanying notes to financial statements and supplemental schedules are an integral part of this statement. - 4 - 8 Page 1 of 2 SANTA FE PACIFIC GOLD CORPORATION RETIREMENT AND SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1997 (in thousands)
Vanguard Bond Vanguard Index Fund- Vanguard Vanguard LifeStrategy Total Bond Index Trust- International Portfolios - Market 500 Growth Conservative Portfolio Portfolio Portfolio Growth ----------- ------------ ------------- ------------ ADDITIONS TO NET ASSETS ATTRIBUTED TO: Contributions- Employer $ - $ 478 $ 191 $2 Participant - 1,011 382 4 Participant loan repayments - 293 85 2 -- ------- ------- -- - 1,782 658 8 Investment income (loss)- Interest and dividend income - 154 90 - Net appreciation (depreciation) of fair value of investments - 1,627 9 - -- ------- ------- -- - 1,781 99 - -- ------- ------- -- Total additions - 3,563 757 8 -- ------- ------- -- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Distributions to participants - (1,172) (394) - Administrative fees and other, net - (2) (1) - -- ------- ------- -- Total deductions - (1,174) (395) - -- ------- ------- -- INTERFUND TRANSFERS, net 2 735 (342) - -- ------- ------- -- Net increase (decrease) 2 3,124 20 8 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of period - 5,049 2,073 - -- ------- ------- -- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of period $2 $8,173 $2,093 $8 == ======= ======= ==
Vanguard Vanguard Vanguard Money LifeStrategy LifeStrategy Market Portfolios - Portfolios - Reserves - Growth Moderate Prime Portfolio Growth Portfolio ------------- ------------ ----------- ADDITIONS TO NET ASSETS ATTRIBUTED TO: Contributions- Employer $ 2 $18 $ 524 Participant 4 28 799 Participant loan repayments 1 10 234 --- --- ------- 7 56 1,557 Investment income (loss)- Interest and dividend income 1 1 234 Net appreciation (depreciation) of fair value of investments (1) (1) - --- --- ------- - - 234 --- --- ------- Total additions 7 56 1,791 --- --- ------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Distributions to participants - - (539) Administrative fees and other, net - - (1) --- --- ------- Total deductions - - (540) --- --- ------- INTERFUND TRANSFERS, net 20 15 284 --- --- ------- Net increase (decrease) 27 71 1,535 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of period - - 3,553 --- --- ------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of period $27 $71 $5,088 === === =======
The accompanying notes to financial statements and supplemental schedules are an integral part of this statement. - 5 - 9 Page 2 of 2 SANTA FE PACIFIC GOLD CORPORATION RETIREMENT AND SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1997 (in thousands)
Vanguard Vanguard Vanguard/ Retirement U.S. Growth Wellington Vanguard/ Savings Portfolio Fund Windsor II Trust ----------- ---------- ---------- ---------- ADDITIONS TO NET ASSETS ATTRIBUTED TO: Contributions- Employer $ 285 $ 372 $ 410 $ 1,103 Participant 614 798 839 1,513 Participant loan repayments 139 155 188 588 -------- -------- -------- -------- 1,038 1,325 1,437 3,204 Investment income (loss)- --------- -------- -------- -------- Interest and dividend income 165 442 598 883 Net appreciation (depreciation) of fair value of investments 716 467 928 - -------- -------- -------- -------- 881 909 1,526 883 -------- -------- -------- -------- Total additions 1,919 2,234 2,963 4,087 -------- -------- -------- -------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Distributions to participants (609) (468) (1,018) (1,441) Administrative fees and other, net - (1) (1) (5) -------- -------- -------- -------- Total deductions (609) (469) (1,019) (1,446) -------- -------- -------- -------- INTERFUND TRANSFERS, net (348) (297) 309 (2,457) -------- -------- -------- -------- Net increase (decrease) 962 1,468 2,253 184 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of period 3,277 3,705 4,351 14,414 -------- -------- -------- -------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of period $4,239 $5,173 $6,604 $14,598 ======== ======== ======== ========
Newmont Mining Newmont Stock Gold Stock Participant Fund Fund Loans Total -------- ---------- ----------- --------- ADDITIONS TO NET ASSETS ATTRIBUTED TO: Contributions- Employer $ 95 $ 223 $ - $ 3,703 Participant 194 308 - 6,494 Participant loan repayments 30 100 (1,825) - ------- ------- -------- --------- 319 631 (1,825) 10,197 Investment income (loss)- ------- ------- -------- --------- Interest and dividend income - 3 279 2,850 Net appreciation (depreciation) of fair value of investments (393) (227) - 3,125 ------- ------- -------- --------- (393) (224) 279 5,975 ------- ------- -------- --------- Total additions (74) 407 (1,546) 16,172 ------- ------- -------- --------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Distributions to participants (465) (18) (208) (6,332) Administrative fees and other, net - - - (11) ------- ------- -------- --------- Total deductions (465) (18) (208) (6,343) ------- ------- -------- --------- INTERFUND TRANSFERS, net (1,934) 934 3,079 - ------- ------- -------- --------- Net increase (decrease) (2,473) 1,323 1,325 9,829 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of period 5,223 - 2,825 44,470 ------- ------- -------- --------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of period $ 2,750 $1,323 $4,150 $54,299 ======= ======= ======== =========
The accompanying notes to financial statements and supplemental schedules are an integral part of this statement. - 6 - 10 SANTA FE PACIFIC GOLD CORPORATION RETIREMENT AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES DECEMBER 31, 1997 (1) DESCRIPTION OF THE PLAN The following brief 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 is a defined contribution plan established on January 1, 1990, for the benefit of Santa Fe Pacific Gold Corporation's ("SFPGC") full-time hourly employees. The SFPGC's salaried employees participated in a defined contribution plan sponsored by Santa Fe Pacific Corporation ("SFP"), SFPGC'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 SFPGC's salaried employees were transferred into the Plan from the SFP plan as of that date. On May 5, 1997, SFPGC merged with Newmont Mining Corporation ("NMC"). In connection with the merger, each share of SFPGC's common stock, including shares held by the Plan was converted into 0.43 shares of NMC common stock. The Plan was sponsored by SFPGC until the merger with NMC. In connection with the merger, Newmont Gold Company (the "Company"), an affiliate of NMC, assumed sponsorship of the Plan on May 5, 1997. The Plan is administered by the administration committee, the members of which are selected by the Company's Board of Directors. Eligibility and Contributions Employees are eligible to participate in the Plan upon completion of thirty days of compensated service. 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. Pre-tax participant contributions are limited by the Internal Revenue Code ("IRC") to $9,500 during 1997. 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. Total annual additions under the Plan and all other plans sponsored by the Company are limited to the lesser of 25% of eligible compensation or $30,000. Annual - 7 - 11 additions are defined as the participant's contributions, the Company's matching contributions and the Employer Retirement contributions. Vesting Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company's matching and Employer Retirement contributions plus actual earnings thereon is based on years of service as follows:
Years of Service Vested Percentage ---------------- ----------------- Less than 1 0% Between 1 and 2 20% Between 2 and 3 40% Between 3 and 4 60% Between 4 and 5 80% 5 or more 100%
At December 31, 1997 and 1996, forfeited nonvested accounts approximated $190,000 and $11,000, respectively. These accounts are used to reduce future Company contributions. During 1997, Company contributions were not reduced by forfeited nonvested accounts. The Plan provides that the Trustee may accept from a participant a contribution representing distributions from another plan which meets the requirements of Section 401(a) of the IRC. Such "rollover contributions" shall be fully vested and shall not be subject to, or affect in any way, the maximum annual contribution limitation. Participant Accounts Each Participant's account is credited with the Participant's pre-tax and after-tax contributions, Company's matching contributions, Employer Retirement contributions, if applicable, and an allocation of Plan earnings. Payment of Benefits Upon 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. - 8 - 12 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: o Vanguard Bond Index Fund - Total Bond Market Portfolio: Seeks to provide a high level of interest income by attempting to match the performance of the unmanaged Lehman Brothers Aggregate Bond Index, a widely recognized measure of the entire taxable U.S. bond market. o Vanguard Index Trust - 500 Portfolio: Seeks to provide long-term growth of capital and income from dividends by holding all of the 500 stocks that make up the unmanaged Standard & Poor's 500 Composite Stock Price Index, a widely recognized benchmark of U.S. stock market performance. o Vanguard International Growth Portfolio: Seeks to provide long-term growth of capital by investing in stocks of high-quality, seasoned companies based outside the United States. Stocks are selected from more than 15 countries. o Vanguard LifeStrategy Portfolios - Conservative Growth: Seeks to provide a high level of income and moderate long-term growth of capital and income by investing in five Vanguard funds: a domestic stock fund, an international stock fund, two bond funds, and an asset allocation fund. The Portfolio's asset allocation ranges are expected to be 25%-50% stocks, 30%-55% bonds, and 20%-45% short-term reserves. o Vanguard LifeStrategy Portfolios - Growth Portfolio: Seeks to provide long-term growth of capital by investing in four Vanguard funds: a domestic stock fund, an international stock fund, a bond fund, and an asset allocation fund. The Portfolio's asset allocation ranges are expected to be 60%-90% stocks, 10%-35% bonds, and 0%-25% cash reserves. o Vanguard LifeStrategy Portfolios - Moderate Growth: Seeks to provide a reasonable level of income and long-term growth of capital and income by investing in four Vanguard funds: a domestic stock fund, an international stock fund, a bond fund, and an asset allocation fund. The Portfolio's asset allocation ranges are expected to be 45%-70% stocks, 30%-55% bonds, and 0%-25% cash reserves. o Vanguard Money Market Reserves - Prime Portfolio: Seeks to provide high income and a stable share price of $1 investing in short-term, high-quality money market instruments issued by financial institutions, non-financial corporations, the U.S. Government, and federal agencies. o Vanguard U.S. Growth Portfolio: Seeks to provide long-term growth of capital by investing in large, high-quality, seasoned U.S. companies with records of exceptional growth and above-average prospects for future growth. o Vanguard/Wellington Fund: Seeks to provide income and long-term growth of capital, without undue risk to capital, by investing about 65% of its assets in stocks and the remaining 35% in bonds. - 9 - 13 o Vanguard/Windsor II: Seeks to provide long-term growth of capital and income from dividends by investing in a diversified group of out-of-favor stocks of large-capitalization companies. The stocks generally sell at a price below the overall market average compared to their dividend income and future return potential. o Vanguard Retirement Savings Trust (formerly Vanguard Investment Contract Trust): Seeks to provide a high level of income and a stable share value of $1. (This investment is neither insured nor guaranteed by the U.S. Government, and there is no assurance that it will maintain a stable share value of $1). The Trust invests in investment contracts issued and backed by financial institutions. It also invests in "alternative" investment contracts backed by high-quality bonds and bond mutual funds owned by the Trust. o Newmont Mining Stock Fund (formerly SFPGC Common Stock Fund): Seeks to provide the potential for long-term growth through increases in the value of the stock and reinvestment of its dividends. This fund invested in SFPGC common stock until May 5, 1997. At such time each share held by the Plan was converted into 0.43 shares of the NMC common stock. Subsequent to the conversion, this fund was closed to additional investments. o Newmont Gold Stock Fund: Seeks to provide the potential for long-term growth through increases in the value of the stock and reinvestment of its dividends. The fair market value of individual investments that represent 5% or more of the Plan's total investments as of December 31, 1997 or 1996 are as follows:
1997 1996 ---------------- --------------- (in thousands) Vanguard Index Trust-500 Portfolio $8,010 $5,011 Vanguard Money Market Reserves- Prime Portfolio 4,943 3,520 Vanguard U.S. Growth Portfolio 4,239 3,255 Vanguard/Wellington Fund 5,173 3,681 Vanguard/Windsor II 6,604 4,321 Vanguard Retirement Savings Trust 14,598 14,338 Newmont Mining Stock Fund 2,750 5,204 Participant Loans 4,228 2,825
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. - 10 - 14 (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The accompanying financial statements are prepared on the accrual basis of accounting. The preparation of the financial statements in conformity with generally accepted accounting principles requires the Plan's management to use estimates and assumptions that affect the accompanying financial statements and disclosures. Actual results could differ from these estimates. Investment Valuation and Income Recognition The Plan's investments are stated at fair value. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at yearend. Units of the Retirement Savings Trust are valued at net asset value at yearend. The Company stock fund is valued at its yearend unit closing price (comprised of yearend market price plus uninvested cash position). Participant loans are valued at cost which approximates fair value. The Plan invests in a collective trust (the Vanguard Retirement Savings Trust) which invests in guaranteed investment contracts and other alternative investment contracts. The investment contracts are carried in the collective trust's audited financial statements at fair value. Fair value approximates contract value, which represents contributions made plus interest accrued at the contract rate, less withdrawals. Purchases and sales of investments are recorded on a trade-date basis. Interest income is accrued when earned. Dividend income is recorded on the ex-dividend date. Capital gain distributions are included in dividend income. Net realized and unrealized appreciation (depreciation) is recorded in the accompanying statement of changes in net assets available for plan benefits as net appreciation (depreciation) in fair value of investments. Payment of Benefits Benefits are recorded when paid. Administrative Expenses All administrative expenses of the Plan are paid by the Company except for approximately $8,000 in contract administrator fees which were paid by the Plan for the year ended December 31, 1997. - 11 - 15 (3) PLAN AMENDMENT AND 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 discounted 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 their account. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA") applicable to defined contribution plans. (4) TAX STATUS The Trust established under the Plan is qualified under the Internal Revenue Code as exempt from Federal income taxes and a favorable determination letter has been received from the IRS dated January 30, 1996. The Plan has been amended since receiving this determination, however, the Plan administrator and the Plan's legal counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, they believe that the Plan is qualified and the related Trust is tax exempt as of the financial statement date. (5) RELATED PARTY TRANSACTIONS Certain plan investments represent units of collective investment funds and shares of mutual funds managed by an affiliate of Vanguard Fiduciary Trust Company, the Plan's Trustee. Also, certain plan investments are shares of NMC common stock and Newmont Gold Company common stock, the sponsor of the Plan. Accordingly, the purchase and sale of such shares represent party-in-interest transactions. Such transactions are exempt under ERISA. (6) RISKS AND UNCERTAINTIES The Plan provides for various investment options in registered investment companies, a collective trust and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risks associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statements of net assets available for plan benefits. (7) NONEXEMPT PROHIBITED TRANSACTIONS The Company failed to remit employee deferral contributions and loan repayments withheld from Participants' wages to the Plan within the period of time required under ERISA (see Schedule IV). (8) SUBSEQUENT EVENT Effective January 1, 1998, the Plan merged into the Newmont Gold Company Retirement Savings Plan (formerly the Newmont Gold Company Salaried Retirement Savings Plan) and the trusts formed under and in accordance with the provisions of the Plan and the Newmont Gold Company Retirement Savings Plan were merged and consolidated into one trust. - 12 - 16 SCHEDULE I SANTA FE PACIFIC GOLD CORPORATION RETIREMENT AND SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1997
Market Cost Name of Issuer or Party Involved Description of Assets Value Basis - ------------------------------------------------ ----------------------------- --------------- --------------- * VBIF-Total Bond Market Portfolio Registered Investment Company $ 2,008 $ 2,008 * Vanguard Index Trust-500 Portfolio Registered Investment Company 8,010,270 5,794,677 * Vanguard Int'l Growth Portfolio Registered Investment Company 2,067,358 1,981,659 * Vanguard LifeStrategy Portfolios- Conservative Growth Registered Investment Company 117 117 * Vanguard LifeStrategy Portfolios-Growth Registered Investment Company 20,447 21,155 * Vanguard LifeStrategy Portfolios- Moderate Growth Registered Investment Company 16,019 16,528 * VMMR-Prime Portfolio Registered Investment Company 4,942,825 4,942,825 * Vanguard U.S. Growth Portfolio Registered Investment Company 4,239,179 3,312,204 * Vanguard/Wellington Fund Registered Investment Company 5,173,202 4,453,228 * Vanguard/Windsor II Registered Investment Company 6,604,096 5,370,535 * Vanguard Retirement Savings Trust Common/Collective Trust 14,598,142 14,598,142 * Newmont Mining Stock Fund Company Common Stock 2,749,905 2,859,706 * Newmont Gold Stock Fund Company Common Stock 1,286,504 1,498,545 * Participant Loans (Interest rates ranging from 7% - 10%) 4,228,027 4,228,027 ----------- ----------- Total asset held for investment purposes $53,938,099 $49,079,356 =========== ===========
*Represents a party-in-interest (see Note 5). The accompanying notes are an integral part of this schedule. - 13 - 17 SCHEDULE II SANTA FE PACIFIC GOLD CORPORATION RETIREMENT AND SAVINGS PLAN ITEM 27b - SCHEDULE OF LOANS OR FIXED-INCOME OBLIGATIONS IN DEFAULT OR UNCOLLECTIBLE AS OF DECEMBER 31, 1997
Amount received during Original reporting year Unpaid Amount --------------------- Balance at end Identify and address of obligor of Loan Principal Interest of Year - --------------------------------- -------- --------- -------- -------------- Alger, Russell J., Arizona $ 1,320 $ 445 $ 9 $ 8 Benavides, Abundio C., California 2,000 137 47 1,863 Blake, Gary A., Arizona 2,480 -- -- 2,480 Breit, Shelly, Nevada 1,000 80 8 920 Camacho, Alberto G., California 9,000 455 594 8,076 Christopherson, Alan L., Nevada 19,700 54 152 19,646 Fernandez, Uriel, Nevada 5,000 473 258 4,527 Haaglund, David A., Nevada 8,700 476 176 7,301 Heater, Brian M., Nevada 6,030 698 263 4,091 Jimenez, Pedro J., Nevada 7,935 -- -- 7,935 Lott, Cherise D., Nevada 3,117 366 164 2,244 Marquez, Raul Garcia, California 5,072 586 25 710 Miller, Samuel A., Nevada 1,051 386 25 164 Molina, Frederick A., Nevada 3,100 47 25 3,053 Moon, Robin L., New Mexico 4,535 491 266 4,044 Morris, Stanley, Utah 4,000 1,475 174 1,686 Petersen, Paul, Nevada 1,035 548 37 403 Ramirez, Jose L., California 1,800 324 10 98 Rogers, Lawrence J., Nevada 1,034 345 58 650 Romero, Eloy, Arizona 3,000 638 10 46 Scott, Tony Dale, Nevada 1,530 133 13 495
Detailed description of loan including dates of making and maturity, interest rate, the type and value of collateral, any renegotiation of Amount overdue the loan and Amount overdue the terms of the renegotiation -------------------- Identify and address of obligor and other material items Principal Interest - --------------------------------- ------------------------------------------------ --------- -------- Alger, Russell J., Arizona March 27, 1996; due March, 12, 1998 at 9.5% $ 8 $ -- Benavides, Abundio C., California June 2, 1997; due June 1, 1999 at 9.5% 233 21 Blake, Gary A., Arizona February 24, 1997; due February 25, 2002 at 9.25% 303 163 Breit, Shelly, Nevada December 26, 1996; due December 24, 1997 at 9.25% 833 42 Camacho, Alberto G., California January 25, 1996; due January 23, 2006 at 9.5% 159 191 Christopherson, Alan L., Nevada February 11, 1997; due February 12, 2002 at 9.25% 2,409 1,293 Fernandez, Uriel, Nevada December 19, 1996; due December 17, 2001 at 9.25% 281 136 Haaglund, David A., Nevada May 16, 1996; due May 14, 2000 at 9.25% 1,670 506 Heater, Brian M., Nevada July 24, 1995; due July 22, 2000 at 10.0% 505 196 Jimenez, Pedro J., Nevada May 27, 1997; due May 26, 2002 at 9.5% 527 306 Lott, Cherise D., Nevada October 23, 1995; due October 21, 2000 at 10.0% 242 90 Marquez, Raul Garcia, California August 7, 1996; due August 8, 2000 at 9.25% 377 130 Miller, Samuel A., Nevada October 26, 1995; due May 25, 1998 at 9.75% 164 4 Molina, Frederick A., Nevada June 16, 1997; due June 15, 1999 at 9.5% 598 116 Moon, Robin L., New Mexico December 4, 1996; due November 4, 2001 at 9.25% 323 151 Morris, Stanley, Utah May 13, 1996; due May 11, 1998 at 9.25% 689 44 Petersen, Paul, Nevada October 21, 1996; due May 25, 1998 at 9.25% 403 10 Ramirez, Jose L., California June 26, 1994; due April 27, 1998 at 7.25% 98 1 Rogers, Lawrence J., Nevada October 25, 1996; due October 23, 1998 at 9.25% 128 14 Romero, Eloy, Arizona April 4, 1994; due March 12, 1998 at 7.0% 46 1 Scott, Tony Dale, Nevada January 25, 1995; due December 25, 1997 at 8.75% 415 22
The accompanying notes are an integral part of this schedule. - 14 - 18 SCHEDULE III SANTA FE PACIFIC GOLD CORPORATION RETIREMENT AND SAVINGS PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS (a) JANUARY 1, 1997 THROUGH DECEMBER 31, 1997 (a) Transactions or series of transactions in excess of 5% of the current value of the Plan's assets as of January 1, 1997, as defined in Section 2520.103-6 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA.
Number of transactions Identity of ------------------------- Purchase Selling Party Involved Description of Asset Purchase Sales Price Price - ------------------ ----------------------------------- ----------- ---------- ----------- --------- The Vanguard Group *Vanguard Index Trust-500 Portfolio 150 - $3,807,797 $ - The Vanguard Group *Vanguard Index Trust-500 Portfolio - 173 - 2,434,409 The Vanguard Group *Vanguard Int'l Growth Portfolio 107 - 1,270,268 - The Vanguard Group *Vanguard Int'l Growth Portfolio - 150 - 1,265,498 The Vanguard Group *VMMR-Prime Portfolio 185 - 3,639,408 - The Vanguard Group *VMMR-Prime Portfolio - 193 - 2,215,971 The Vanguard Group *Vanguard U.S. Growth Portfolio 141 - 1,855,918 - The Vanguard Group *Vanguard U.S. Growth Portfolio - 178 - 1,588,522 The Vanguard Group *Vanguard/Wellington Fund 131 - 2,555,301 - The Vanguard Group *Vanguard/Wellington Fund - 164 - 1,523,314 The Vanguard Group *Vanguard/Windsor II 153 - 3,491,125 - The Vanguard Group *Vanguard/Windsor II - 176 - 2,141,381 The Vanguard Group *Vanguard Retirement Savings Trust 191 - 5,634,694 - The Vanguard Group *Vanguard Retirement Savings Trust - 217 - 5,374,301 Newmont Mining Corporation *Newmont Mining Stock Fund 60 - 1,141,426 - Newmont Mining Corporation *Newmont Mining Stock Fund - 199 3,202,684 Newmont Gold Company *Newmont Gold Stock Fund 99 - 2,010,226 - Newmont Gold Company *Newmont Gold Stock Fund - 99 - 496,958
Identity of Cost of Net Party Involved Asset Gain/(Loss) - ------------------ ---------- ----------- The Vanguard Group $3,807,797 $ - The Vanguard Group 1,803,461 630,948 The Vanguard Group 1,270,268 - The Vanguard Group 1,121,864 143,634 The Vanguard Group 3,639,408 - The Vanguard Group 2,215,971 - The Vanguard Group 1,855,918 - The Vanguard Group 1,251,851 336,671 The Vanguard Group 2,555,301 - The Vanguard Group 1,290,288 233,026 The Vanguard Group 3,491,125 - The Vanguard Group 1,725,835 415,546 The Vanguard Group 5,634,694 - The Vanguard Group 5,374,301 - Newmont Mining Corporation 1,141,426 - Newmont Mining Corporation 2,579,964 622,720 Newmont Gold Company 2,010,226 - Newmont Gold Company 511,689 (14,731)
* Represents a party-in-interest (Note 5). The accompanying notes to financial statements are an integral part of this schedule. - 15 - 19 SCHEDULE IV SANTA FE PACIFIC GOLD CORPORATION RETIREMENT AND SAVINGS PLAN ITEM 27e - SCHEDULE OF NONEXEMPT TRANSACTIONS JANUARY 1, 1997 THROUGH DECEMBER 31, 1997
Relationship to Plan, Employer, Identity of Party Involved or Other Party-in-Interest Description of Transactions - -------------------------- ------------------------------- ----------------------------------- Newmont Gold Company Employer/Sponsor Contributions not timely remitted to the Plan as follows - employee and employer contributions and employee loan repayments for the September 17, 1997 pay period were not remitted to the Plan until March 31, 1998. Newmont Gold Company Employer/Sponsor Contributions not timely remitted to the Plan as follows - employee contributions and employee loan repayments for the December 31, 1997 pay period were not remitted to the Plan until February 18, 1998.
Transaction Identity of Party Involved Amount - -------------------------- ----------- Newmont Gold Company $ 4,240 Newmont Gold Company $294,172
Note: These late contributions are reflected in the accompanying financial statements as contribution and loan repayment receivables at December 31, 1997. The accompanying notes to financial statements are an integral part of this schedule. - 16 - 20 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. SANTA FE PACIFIC GOLD CORPORATION RETIREMENT AND SAVINGS PLAN By: /s/ DAWN M. PUTATURO ------------------------------------------ Dawn M. Putaturo Administration Committee Member Dated: June 29, 1998 By: /s/ TIMOTHY J. SCHMITT -------------------- ------------------------------------------ Timothy J. Schmitt Vice President, Secretary and Assistant General Counsel 21 EXHIBIT INDEX
Exhibit No. Exhibit ----------- ------- 23 Consent of Arthur Andersen LLP 23.1 Consent of Price Waterhouse LLP
EX-23 2 CONSENT OF ARTHUR ANDERSEN 1 EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report dated June 26, 1998 on the Santa Fe Pacific Gold Corporation Retirement and Savings Plan, included in this Form 11-K for the year ended December 31, 1997. /s/ Arthur Andersen Denver, Colorado, June 29, 1998. EX-23.1 3 CONSENT OF PRICE WATERHOUSE 1 EXHIBIT 23.1 Consent of Independent Accountants We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-19335-01) of Newmont Mining Corporation of our report dated May 5, 1997 pertaining to the statement of net assets available for plan benefits, with fund information, of the Santa Fe Pacific Gold Corporation Retirement and Savings Plan as of December 31, 1996 appearing on page 2 of this Form 11-K. /s/ PRICE WATERHOUSE LLP Phoenix, Arizona June 29, 1998 -----END PRIVACY-ENHANCED MESSAGE-----