-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, mIlZACcWT5NkmCJYXsFJ2K+VR7oPKBuSx0sSoAPRwfAg7BfoU8YU0+SFtGVMIsf7 qvUYiFlInAm84ieTvMxdMQ== 0000743872-94-000010.txt : 19940707 0000743872-94-000010.hdr.sgml : 19940707 ACCESSION NUMBER: 0000743872-94-000010 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOMESTAKE MINING CO /DE/ CENTRAL INDEX KEY: 0000743872 STANDARD INDUSTRIAL CLASSIFICATION: 1040 IRS NUMBER: 942934609 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08736 FILM NUMBER: 94536146 BUSINESS ADDRESS: STREET 1: 650 CALIFORNIA ST-9TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94108-2788 BUSINESS PHONE: 4159818150 11-K 1 HMC RETIREM'T SAVINGS PLAN FOR HOURLY EMP. AT LEAD SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 1993 HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD (Full Title of Plan) HOMESTAKE MINING COMPANY (Issuer of Securities Held Pursuant to the Plan) 650 California Street San Francisco, California 94108 (Address of principal executive offices) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees (or other persons who administer the Plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized. HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD By /s/ T.H. Wong ------------------------------- T. H. Wong Assistant Treasurer and Assistant Secretary June 28, 1994 Item 1. Financial Statements and Exhibits a. Financial Statements for the years ended December 31, 1993 and 1992 and Supplemental Schedules as of and for the year ended December 31, 1993 and Independent Auditors' Report. b. Exhibit No. 24 Independent Auditors' Consent HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD REPORT ON AUDITS OF FINANCIAL STATEMENTS for the years ended December 31, 1993 and 1992 HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD TABLE OF CONTENTS
PAGES ----- Report of Independent Accountants . . . . . . . . . . . . . 2 Financial Statements: Statements of Net Assets Available for Benefits as of December 31, 1993 and 1992 . . . . . . . . . . 3 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1993 . . . 4 Notes to Financial Statements . . . . . . . . . . . . . . . 5-11 Supplemental Schedules: Item 27a - Supplemental Schedule of Assets Held for Investment Purposes as of December 31, 1993 . . 12-13 Item 27d - Supplemental Schedule of Reportable Transactions for the year ended December 31, 1993 . 14-16
1 REPORT OF INDEPENDENT ACCOUNTANTS To the Trustees of Homestake Mining Company Retirement Savings Plan for Hourly Employees at Lead: We have audited the accompanying statements of net assets available for benefits of Homestake Mining Company Retirement Savings Plan for Hourly Employees at Lead (the Plan) as of December 31, 1993 and 1992, and the related statement of changes in net assets available for benefits for the year ended December 31, 1993. 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 in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits 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 the significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide 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, 1993 and 1992, and the changes in net assets available for benefits for the year ended December 31, 1993 in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1993 and of reportable transactions for the year then ended 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. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 1993 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/ Coopers & Lybrand - - ------------------------- COOPERS & LYBRAND Oakland, California May 31, 1994 2 HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS as of December 31, 1993 and 1992
ASSETS 1993 1992 --------- --------- Cash and cash equivalents $ 7,110 $ 4,248 --------- --------- Investments - at fair value: Homestake Mining Company Stock Fund 354,794 142,054 Norwest Bank Income Equity Stock Fund 251,237 69,857 Norwest Bank Growth Balanced Fund 1,047,485 719,925 Norwest Bank Stable Return Fund 1,759,265 1,185,227 --------- --------- 3,412,781 2,117,063 --------- --------- Participant loans 130,193 65,396 --------- --------- Net assets available for benefits $ 3,550,084 $ 2,186,707 --------- --------- --------- ---------
The accompanying notes are an integral part of these financial statements. 3 HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS for the year ended December 31, 1993
CHANGES IN NET ASSETS 1993 ----------- Contributions: Employees $ 988,091 Homestake Mining Company 184,756 Interest and dividends 8,123 Other income 3,188 Net appreciation in fair value of investments 388,792 Withdrawals (209,573) ---------- Net increase 1,363,377 Net assets available for benefits: Beginning of year 2,186,707 --------- End of year $ 3,550,084 --------- ---------
The accompanying notes are an integral part of these financial statements. 4 HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD NOTES TO FINANCIAL STATEMENTS 1. SIGNIFICANT ACCOUNTING POLICIES: The Homestake Mining Company Retirement Savings Plan for Hourly Employees at Lead (the Plan) is sponsored by Homestake Mining Company (the Company) and allows eligible hourly employees of the Company's mine in Lead, South Dakota, to save for their retirement under a structured savings plan. The Plan became effective January 1, 1990 and is subject to the provisions of the Employee Retirement Income Security Act of 1974. Administrative expenses of the Plan are paid by the Company. INVESTMENTS: All investments are held by Norwest Bank, the Plan's trustee. Investments are stated at fair value by reference to quoted market prices. The Plan presents in the statement of changes in net assets available for benefits the net appreciation in fair value of its investments, which consists of realized gains (losses) and the unrealized appreciation (depreciation) on those investments. Transactions are recorded on the settlement date. 2. PARTICIPATION AND CONTRIBUTIONS: Hourly employees of the Company's mine in Lead, South Dakota, who have completed three months of service are eligible to participate in the Plan. Participants in the individual funds at December 31 were as follows:
1993 1992 ---- ---- Homestake Mining Company Stock Fund 114 99 Norwest Bank Income Equity Stock Fund 153 139 5 HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD NOTES TO FINANCIAL STATEMENTS, Continued 2. PARTICIPATION AND CONTRIBUTIONS, continued: 1993 1992 ---- ---- Norwest Bank Growth Balanced Fund 253 241 Norwest Bank Stable Return Fund 354 348 Homestake Mining Company Loan Fund 58 28
All contributions to the Plan are made by Plan participants through wage deferrals. Plan participants may contribute from 1% to 16% of their total compensation and may allocate contributions to one or more of the funds. Participants may also contribute amounts from certain other qualified plans. Effective September 1992, the Plan was amended whereby the Company is required to match 25% of the first 6% of each employee's compensation contributed. 3. VESTING AND WITHDRAWALS: Employee contributions and any income (loss) thereon vest immediately. Company contributions and the related income (loss) for these contributions vest 60% after three years, 80% after four years, and 100% after five years from the initial date of employment. Participants or their beneficiaries are eligible to withdraw from their accounts following the participant's attainment of age 59-1/2, termination of employment with the Company, death, or in the case of financial hardship, subject to the approval of the Plan Committee. Forfeitures of terminated employees are allocated to active participants at the end of each Plan year. The forfeitures are allocated in proportion to the Company contribution made to the individual participant's account during the Plan year. 6 HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD NOTES TO FINANCIAL STATEMENTS, Continued 4. PARTICIPANTS' LOANS: Participants may borrow from $1,000 to $50,000 from their accounts, including Company matching contributions, limited to 50% of the vested value of such accounts. Borrowings cannot exceed five years unless the loan is for the purchase of a principal residence, in which case, it cannot exceed ten years. Borrowings bear interest at rates determined by the lending institution, subject to approval of the Plan Committee at the origination of the loan and are repayable by bi-weekly payroll deductions. During 1993, the borrowing rate was 7%. Loans are collateralized by the borrower's note and vested interest in the Plan. 5. FEDERAL INCOME TAXES: The Plan received a favorable tax determination letter on July 9, 1991 from the Internal Revenue Service indicating that the Plan is exempt from federal income taxes under provisions of the Internal Revenue Code. Participating employees are not subject to federal income tax on amounts added to their accounts for contributions and investment income until such time as they withdraw amounts from the Plan. 7 HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD NOTES TO FINANCIAL STATEMENTS, Continued 6. SECURITIES: Number of shares or units held, fair value, and cost of investments in securities at December 31, 1993 and 1992 were as follows:
December 31, 1993 ------------------------------------------- Number Fair of Value Shares Over or Units Fair (Under) Held Value Cost Cost -------- ------- -------- -------- Homestake Mining Company Stock Fund 16,127 $ 354,794 $ 236,044 $118,750 Norwest Bank Income Equity Stock Fund 14,137 251,237 241,281 9,956 Norwest Bank Growth Balanced Fund 59,060 1,047,485 853,925 193,560 Norwest Bank Stable Return Fund 90,057 1,759,265 1,562,947 196,318 --------- --------- --------- $3,412,781 $2,894,197 $518,584 --------- --------- --------- --------- --------- --------- 8 HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD NOTES TO FINANCIAL STATEMENTS, Continued 6. SECURITIES, continued: December 31, 1992 ------------------------------------------- Number Fair of Value Shares Over or Units Fair (Under) Held Value Cost Cost --------- ----------- ----------- ----------- Homestake Mining Company Stock Fund 12,914 $ 142,054 $ 194,298 $ (52,244) Norwest Bank Income Equity Stock Fund 4,274 69,857 68,735 1,122 Norwest Bank Growth Balanced Fund 45,193 719,925 604,967 114,958 Norwest Bank Stable Return Fund 65,198 1,185,227 1,073,713 111,514 ---------- ---------- --------- $2,117,063 $1,941,713 $175,350 ---------- ---------- --------- ---------- ---------- ---------
9 HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD NOTES TO FINANCIAL STATEMENTS, Continued 7. ALLOCATION OF ASSETS: The assets of the Plan are allocated among the Plan's investment funds as follows:
Year Ended December 31, 1993 ------------------------------------------- Home- Norwest stake Bank Norwest Mining Income Bank Company Equity Growth Stock Stock Balanced Fund Fund Fund -------- -------- -------- Contributions: Employee $ 79,493 $ 160,490 $ 255,888 Homestake Mining Company 14,289 30,648 47,610 Interest and dividends 1,679 5 13 Other income 1,185 - - Net appreciation in fair value of investments 181,404 11,731 93,647 Withdrawals (19,976) (12,592) (56,730) Net transfers (42,580) (8,902) (12,869) -------- --------- --------- Net increase 215,494 181,380 327,559 Net assets available for benefits: Beginning of year 146,348 69,857 719,926 --------- --------- --------- End of year $ 361,842 $ 251,237 $1,047,485 --------- --------- --------- --------- --------- --------- 10 HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD NOTES TO FINANCIAL STATEMENTS 7. ALLOCATION OF ASSETS: (Continued) Year Ended December 31, 1993 ----------------------------------------- Norwest Bank Stable Partici- Return pant Fund Loans Total ---------- ----------- ----------- Contributions: Employee $ 492,220 - $ 988,091 Homestake Mining Company 92,209 - 184,756 Interest and dividends 32 $ 6,394 8,123 Other income 2,003 - 3,188 Net appreciation in fair value of investments 102,010 - 388,792 Withdrawals (118,412) (1,863) (209,573) Net transfers 4,023 60,328 - ---------- ---------- ---------- Net increase 574,085 64,859 1,363,377 Net assets available for benefits: Beginning of year 1,185,180 65,396 2,186,707 ---------- ---------- ---------- End of year $1,759,265 $ 130,255 $3,550,084 ---------- ---------- ---------- ---------- ---------- ----------
11 HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES as of December 31, 1993
Number Description of Shares of or Units Identity of Issue Investment Cost Held - - ----------------- ------------ --------- --------- Homestake Mining Common Company Stock $ 236,044 16,127 Norwest Bank Income Equity Mutual Stock Fund Fund 241,281 14,137 Norwest Bank Growth Balanced Mutual Fund Fund 853,925 59,060 Norwest Bank Stable Return Mutual Fund (1) Fund 1,562,947 90,057 Cash and cash equivalents - 7,110 7,110 Participant loans - 130,193 130,193 ----------- $3,031,500 ----------- ----------- 12 HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES as of December 31, 1993, Continued Description Value of Per Fair Identity of Issue Investment Unit Value - - ----------------- ------------ ---------- --------- Homestake Mining Common Company Stock $ 22.00 $ 354,794 Norwest Bank Income Equity Mutual Stock Fund Fund 17.77 251,237 Norwest Bank Growth Balanced Mutual Fund Fund 17.74 1,047,485 Norwest Bank Stable Return Mutual Fund (1) Fund 19.53 1,759,265 Cash and cash equivalents - 1.00 7,110 Participant loans - 1.00 130,193 ---------- $3,550,084 ---------- ---------- (1) Stable Return Fund interest rate ranged from 5.72% to 7.5% from January 1, 1993 through December 31, 1993.
13 HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD ITEM 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS for the year ended December 31, 1993
Additions -------------------------------- Number Identity of of Purchase Party Involved Description Transactions Price - - --------------- -------------- ----------- ---------- Norwest Bank Homestake Mining Company Stock Fund 12 $ 130,285 Norwest Bank Income Equity Stock Fund 17 238,864 Norwest Bank Growth Balanced Fund 29 324,263 Norwest Bank Stable Return Fund 27 639,074 14 HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD ITEM 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS for the year ended December 31, 1993, Continued Reductions -------------------------------- Number Identity of of Selling Party Involved Description Transactions Price - - --------------- ------------- ----------- ---------- Norwest Bank Homestake Mining Company Stock Fund 12 $ 127,531 Norwest Bank Income Equity Stock Fund - - Norwest Bank Growth Balanced Fund - - Norwest Bank Stable Return Fund 29 167,046 15 HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD ITEM 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS for the year ended December 31, 1993, Continued Reductions -------------------------------- Identity of Book Net Party Involved Description Value Gain - - --------------- --------------- ----------- ---------- Norwest Bank Homestake Mining Company Stock Fund $ 127,531 - Norwest Bank Income Equity Stock Fund - - Norwest Bank Growth Balanced Fund - - Norwest Bank Stable Return Fund 149,840 $ 17,206
16 EX-24 2 EXHIBIT 24 Exhibit No. 24 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in Registration Statement No. 33-32174 on Form S-8 of Homestake Mining Company of our report dated May 31, 1994 on our audit of the financial statements of the Homestake Mining Company Retirement Savings Plan for Hourly Employees at Lead as of December 31, 1993 and 1992 and for the year ended December 31, 1993, which report is included in this Annual Report on Form 11-K. /s/ Coopers & Lybrand - - --------------------- COOPERS & LYBRAND Oakland, California June 23, 1994 -----END PRIVACY-ENHANCED MESSAGE-----