-----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, JEJMRIfEa2bk8T97WS5hs5TW3fdO7Mhglvc+lZC9G7nYBI90xR6zqdcjNVfDPj0L gU7BDlVUUZQyz+dzpjd+vg== 0000743872-97-000012.txt : 19970625 0000743872-97-000012.hdr.sgml : 19970625 ACCESSION NUMBER: 0000743872-97-000012 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970624 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOMESTAKE MINING CO /DE/ CENTRAL INDEX KEY: 0000743872 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [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: 97628857 BUSINESS ADDRESS: STREET 1: 650 CALIFORNIA ST-9TH FL STREET 2: 9TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94108-2788 BUSINESS PHONE: 4159818150 11-K 1 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, 1996 HOMESTAKE MINING COMPANY SAVINGS PLAN (Full title of Plan) HOMESTAKE MINING COMPANY (Issuer of Securities Held Pursuant to the Plan) 650 California Street San Francisco, California 94108 (Address if 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 SAVINGS PLAN By /s/ T.H. Wong ---------------------------- T.H. Wong Assistant Treasurer and Assistant Secretary June 24, 1997 Item 1. Financial Statements and Exhibits a. Financial Statements for the years ended December 31, 1996 and 1995 and Supplemental Schedules as of and for the year ended December 31, 1996 and Independent Auditors' Report. b. Exhibit No. 23 Independent Accountants' Consent HOMESTAKE MINING COMPANY SAVINGS PLAN ------- FINANCIAL STATEMENTS as of December 31, 1996 and 1995 and for the year ended December 31, 1996 HOMESTAKE MINING COMPANY SAVINGS PLAN ------- TABLE OF CONTENTS
Page Financial Statements: Report of Independent Accountants 2 Statements of Net Assets Available for Benefits as of December 31, 1996 and 1995 3 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1996 4 Notes to Financial Statements 5-18 Supplemental Schedules: Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1996 20 Item 27d - Schedule of Reportable Transactions for the Year Ended December 31, 1996 21
1 REPORT OF INDEPENDENT ACCOUNTANTS Homestake Mining Company San Francisco, California We have audited the accompanying statements of net assets available for benefits of the Homestake Mining Company Savings Plan (the Plan) as of December 31, 1996 and 1995, and the related statement of changes in net assets available for benefits for the year ended December 31, 1996. 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 an 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 Plan 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, 1996 and 1995, and the changes in net assets available for benefits for the year ended December 31, 1996, in conformity with generally accepted accounting principles. Our audits were 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 as of December 31, 1996 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. The supplemental schedules 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. /s/ Coopers & Lybrand L.L.P. - ---------------------------- Coopers & Lybrand L.L.P. San Francisco, California June 16, 1997 2 HOMESTAKE MINING COMPANY SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 1996 and 1995 (in thousands)
1996 1995 ASSETS Cash and cash equivalents: $ 393 $ 607 Investments: Barclays Global Investors Asset Allocation Fund 9,805 9,761 Barclays Global Investors Lifepath Funds 5,951 5,046 Neuberger & Berman Guardian Trust Fund 1,671 1,416 Templeton Foreign Fund 1,338 400 Barclays Global Investors S&P 500 Stock Fund 7,989 5,941 Barclays Global Investors Money Market Fund 1,065 - Homestake Mining Company Stock Fund 10,548 10,029 Fixed Income Fund 17,671 19,915 Frozen Confederation Life Guaranteed Investment Contracts (See Notes 12 and 14) 3,089 3,091 Participant loans receivable 2,145 2,222 ------------------ ----------------- 61,272 57,821 ------------------ ----------------- Total assets 61,665 58,428 LIABILITIES Amounts due to brokers for securities purchased 51 327 ------------------ ----------------- Net assets available for benefits $ 61,614 $ 58,101 ================== ================= The accompanying notes are an integral part of these financial statements.
3 HOMESTAKE MINING COMPANY SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS for the year ended December 31, 1996 (in thousands)
Additions to net assets attributed to: Interest and dividends $ 1,231 Interest on participants' loans 201 Mutual fund income 365 Net appreciation in the fair value of investments 3,203 ---------------- 5,000 ---------------- Contributions: Company, in cash 1,413 Participants, in cash 2,327 Transfers in from other plans 73 ---------------- 3,813 ---------------- Total additions 8,813 ---------------- Deductions from net assets attributed to: Net depreciation in the fair value of investment in Homestake Mining Company Stock Fund 606 Benefits paid to participants 4,550 Transfers out to other plans 144 ---------------- Total deductions 5,300 ---------------- Net increase 3,513 Net assets available for benefits: Beginning of year 58,101 ---------------- End of year $ 61,614 ================ The accompanying notes are an integral part of these financial statements.
4 HOMESTAKE MINING COMPANY SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS ------- 1. Description of Plan: The following description of the Homestake Mining Company Savings Plan (the Plan) provides only general information. Participants should refer to the full Plan document for a more complete description of the Plan's provisions. General: The Plan is a defined contribution profit sharing plan (designed to be qualified under Internal Revenue Code Sections 401(a) and 401(k)) covering the following employees who have completed three months of service: all full-time salaried employees of Homestake Mining Company and its subsidiaries (the Company) in the United States and certain other locations, all hourly employees of the Company who are not covered by collective bargaining agreements, as well as all temporary employees who have completed one year of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. The Plan is administered by the Company. Effective at the end of the day on December 31, 1995, Barclays Global Investors (BGI), a unit of Barclays Bank P.L.C., acquired the 401(k) MasterWorks division from the Wells Fargo Bank and became the Plan's trustee and investment advisor. Contributions: Participation is voluntary. Participants may make pre-tax or after-tax contributions of between 1% and 15% (between 1% and 14% pre-tax) of compensation. Participant contributions not exceeding 6% of wages or of salary are matched 100% by the Company. Participants may make a rollover contribution to the Plan of amounts previously contributed to another qualified plan. Rollover contributions are not matched by the Company. Each participant may cause some or all of its current or cumulative contributions, including any amounts contributed by the Company to match contributions, to be invested in one or more of the investments made available through the Plan. 5 HOMESTAKE MINING COMPANY SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS ------- 1. Description of Plan, continued: Participants' Accounts: Separate accounts are maintained for each participant. Each participant's account is directly credited with the participant's contribution and the Company's matching contribution. Net earnings from each investment fund, including appreciation (depreciation) in fair value, are allocated to each participant's account based on the ratio which the participant's account balance in that investment fund bears to the total of all participants' account balances in that investment fund. Vesting: Participant contributions and any income (loss) thereon are fully vested at all times. Company contributions and any income (loss) thereon are vested 60% after three years of service, 80% after four years of service, and 100% after five years of service, on attainment of age 65, or on the occurrence of death or disability. Payment of Benefits: The Plan permits withdrawal of after-tax contributions. The Plan permits withdrawal of pre-tax contributions upon: (1) Termination of employment; (2) Attainment of age 59 1/2; (3) Death (with vested account balance paid to designated beneficiary); (4) Hardship. The Plan permits withdrawal of vested Company matching contributions made prior to January 1, 1994; however, the right of the participant who makes such a withdrawal to continue receiving the Company matching contribution is suspended for twelve months. 6 HOMESTAKE MINING COMPANY SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS ------- 1. Description of Plan, continued: Payment of Benefits, continued: Distribution of benefits, except for certain participants that are required to receive annuities, can be in the form of single lump-sum cash payments, a portion paid in lump-sum payments and the remainder paid later, or periodic installments. Participant Loans Receivable: Participants may borrow from their vested accounts $1,000 to $50,000 limited to 50% of the value of such accounts. The loan term cannot exceed five years unless the loan is for the purchase of a principal residence, in which case, it cannot exceed ten years. These loans bear interest at prime rate plus 1%. Loans are collateralized by the borrower's note and vested interest in the Plan and repayments are made on at least a monthly basis through payroll deductions. Forfeitures: Forfeitures of Company contributions made on behalf of former employees, whose employment was terminated before such contributions were vested, can be utilized to restore participants' accounts, to pay plan fees and expenses, to offset company matching contributions, or can be allocated to participants. For the 1996 Plan year, forfeitures were allocated in proportion to the Company contributions made to the individual participant accounts during the Plan year. 2. Significant Accounting Policies: Basis of Accounting: The financial statements of the Plan are prepared under the accrual basis of accounting in accordance with generally accepted accounting principles. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates. 7 HOMESTAKE MINING COMPANY SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS ------- 2. Significant Accounting Policies, continued: Investment Valuation and Income Recognition: Shares and units in investments funds are valued at quoted market prices, representing the net asset value of the shares or units held by the Plan at year end. Effective January 1, 1996, the financial statements are prepared and presented in compliance with Statement of Position (SOP) 94-4, "Reporting of Investment Contracts by Health and Welfare Benefit Plans and Defined Contribution Pension Plans." The adoption of this statement had no effect on the Plan's statements of net assets available for benefits. In accordance with this statement, the unallocated guaranteed investment contracts included in the Fixed Income Fund are stated at contract value. Participant loans receivable are valued at cost, which approximates market value. Purchases and sales of securities are recorded on a trade-date basis, utilizing the average cost method in determining the basis of investments sold. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Withdrawals: Withdrawals of securities from the Homestake Mining Company Common Stock Fund may be made in cash, common stock, or both, and are reported at market value. Withdrawals from the Asset Allocation Fund, Lifepath Funds, Neuberger & Berman Guardian Trust Fund, Templeton Foreign Fund, S&P 500 Stock Fund, Money Market Fund, and Fixed Income Fund are made in cash. Net Appreciation (Depreciation) in Fair Value of Investments: The Plan presents in the statement of changes in net assets available for benefits the net appreciation (depreciation) in the fair value of its investments, which consists of realized gains (losses) and the unrealized appreciation (depreciation). 3. Risks and Uncertainties: Barclays Global Investors (BGI) manages three collective trust funds (the Asset Allocation Fund, the LifePath Funds, and the Money Market Fund) and the S&P 500 Stock mutual fund. 8 HOMESTAKE MINING COMPANY SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS ------- 3. Risks and Uncertainties, continued: BGI also manages three custom funds, the Confederation Life GIC Fund (see note 12), the Homestake Mining Stock Fund, and the Fixed Income Fund. The Fixed Income Fund is a "hybrid" fund that consists of guaranteed investment contracts and shares of the Income Accumulation Fund managed by BGI. Neuberger & Berman Management, Inc. and Templeton, Galbraith & Hansberger Ltd. manage the Guardian Trust Fund and Foreign Fund, respectively. Ultimate Plan performance is dependent upon the ability of the investment managers to manage the funds. A significant portion of the Plan's assets is invested in the Homestake Mining Company Common Stock Fund and is, therefore, subject to fluctuations in the market value of such stock, which is, in turn, impacted by the price of gold. The Plan's assets are invested in collective trust and mutual funds, and other investment securities. Investments are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the value of such investments, it is possible that changes in the value of one or more of such investments in the near term could materially affect participants' account balances, the amounts reported in the statements of net assets available for Plan benefits and the statement of changes in net assets available for Plan benefits. 4. Plan Termination: Although the Company has not expressed any intent to do so, it has the right under the Plan and subject to applicable law, to discontinue its contributions at any time and to terminate the Plan. In the event of Plan termination, all accumulated plan benefits will be fully vested and will be distributed to participants based on their respective account balances. 5. Reclassifications: Certain reclassifications were made to 1995 balances to conform with the 1996 presentation, with no effect on the net assets available for benefits or net change in net assets available for benefits, as previously reported. 9 HOMESTAKE MINING COMPANY SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS ------- 6. Plan Tax Status: The Plan obtained its latest determination letter in July 1995, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with Sections 401(a) and 401(k) of the Internal Revenue Code. The Plan has been amended since receiving the determination letter; however, the Plan administrator and the Plan's tax counsel are not aware of circumstances creating a material risk of Plan disqualification. Therefore, no provision for income taxes has been included in the Plan's financial statements. Participants are not subject to federal income taxes on their pre-tax contributions, Company matching contributions, or investment earnings allocated to their accounts until withdrawals are made. 7. Related Party Transactions: Certain Plan investments are units in investment funds managed by the Trustee. Therefore, these transactions are transactions with parties-in-interest. 8. Administrative Expenses: Certain costs associated with administering the Plan are paid directly by the Company. 10 HOMESTAKE MINING COMPANY SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 9. Investments Investments at December 31, 1996 and 1995 are comprised of the following:
Number Value Reported of Per Value 1996 Units Unit (in thousands) - ---- ---------- -------- -------------- Barclays Global Investors Investment Funds, at fair value: Barclays Global Investors Asset Allocation Fund 455,816 $ 21.51 $ 9,805 Barclays Global Investors Lifepath Funds 446,861 13.32 5,951 Barclays Global Investors Income Accumulation Fund 896,892 13.14 11,785 Barclays Global Investors Money Market Fund 1,064,698 1.00 1,065 --------------- 28,606 Mutual Funds, at fair value: Neuberger & Berman Guardian Trust Fund 105,276 15.87 1,671 Templeton Foreign Fund 129,175 10.36 1,338 Barclays Global Investors S&P 500 Stock Fund 502,128 15.91 7,989 --------------- 10,998 Fixed Income Fund, Guaranteed Investment Contracts, at contract value: Allstate Life Insurance Company 2,014,618 1.00 2,015 Crown Life Insurance Company 702,059 1.00 702 John Hancock Mutual Life Insurance Company 3,168,621 1.00 3,169 --------------- 5,886 Confederation Life Guaranteed Investment Contracts, at contract value (see Notes 12 and 14) 3,089,453 1.00 3,089 --------------- Homestake Mining Company Stock Fund, at fair value 1,651,940 6.39 10,548 --------------- Participant loans receivable, at book value, which approximates fair value - - 2,145 --------------- Total investments $ 61,272 ===============
11 HOMESTAKE MINING COMPANY SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS ------- 9. Investments, continued:
Number Value Reported of Per Value 1995 Units Unit (in thousands) - ---- ------- --------- -------------- Wells Fargo Bank Investment Funds, at fair value: Wells Fargo Asset Allocation Fund 507,334 $ 19.24 $ 9,761 Wells Fargo Lifepath Funds 421,389 11.39-12.93 5,046 Wells Fargo Income Accumulation Fund 839,520 12.42 10,429 -------------- 25,236 Mutual Funds, at fair value: Neuberger & Berman Guardian Trust Fund 102,558 13.81 1,416 Templeton Foreign Fund 43,529 9.19 400 Wells Fargo Stagecoach S&P 500 Stock Fund 442,004 13.44 5,941 --------------- 7,757 Fixed Income Fund, Guaranteed Investment Contracts, at contract value: Allstate Life Insurance Company 2,014,325 1.00 2,014 Bankers Trust Company 3,416,528 1.00 3,417 Crown Life Insurance Company 1,041,937 1.00 1,042 John Hancock Mutual Life Insurance Company 3,013,143 1.00 3,013 -------------- 9,486 Confederation Life Guaranteed Investment Contracts, at contract value (see Note 12) 3,090,586 1.00 3,091 --------------- Homestake Mining Company Stock Fund, at fair value 1,437,671 6.98 10,029 --------------- Participant loans receivable, at book value, which - - 2,222 --------------- Total investments $ 57,821 ===============
12 HOMESTAKE MINING COMPANY SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS ------- 9. Investments, continued: All earnings on the investment funds are credited to each fund daily. These earnings include interest, dividends, and appreciation (depreciation) in fair value. The Asset Allocation Fund invests in a changing mix of stocks, bonds, and money market securities and aims for a high level of total return over the long term, consistent with reasonable risk. The Lifepath Funds invest in a changing mix of U.S. and international stocks, bonds, and money market securities and aim for greater growth potential in early years and then gradually reduce risk to exposure over time. The Neuberger & Berman Guardian Trust Fund is a growth and income fund that emphasizes investments in stocks of established, high quality companies considered to be under valued in comparison to stocks of similar companies. The Templeton Foreign Fund seeks long-term capital growth through a flexible policy of investing in stocks and debt obligations of companies and governments outside the United States. The S&P 500 Stock Fund is a mutual fund that invests in substantially the same stocks in substantially the same percentages as the Standard & Poor's 500 Composite Stock Price Index and seeks to approximate as closely as practicable the rate of return of that index. The Money Market Fund invests in high-quality securities maturing in 13 months or less. The Homestake Mining Company Stock Fund invests in shares of Homestake Mining Company. The Fixed Income Fund consists of guaranteed investment contracts previously purchased by the Plan from bank and insurance companies and shares in the BGI Income Accumulation Fund. In accordance with SOP 94-4, the investment contracts are stated at contract value, which approximates fair value. The average yield of the contracts for 1996 and 1995 and the crediting interest rate of the contracts as of December 31, 1996 and 1995 are as follows: 13 HOMESTAKE MINING COMPANY SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS ------- 9. Investments, continued:
Average Yield Crediting Interest Rate Insurance Co. Contract No. For 1996 For 1995 As of 12/31/96 As of 12/31/95 ------------- ------------ -------- --------- --------------- -------------- Allstate Life GA-5530 5.46 5.46 5.46 5.46 Crown Life 9005866 4.11 4.03 3.98 4.04 John Hancock Mutual Life GAC-7163 5.16 5.16 5.16 5.16 Bankers Trust 93-613ALP 5.91 5.76 Matured 02/96 5.87
Guaranteed investment contracts of Confederation Life Insurance Company have been separated from the Fixed Income Fund into a separate fund, as detailed in Note 12. 14 HOMESTAKE MINING COMPANY SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 10. Net Assets Available for Benefits by Investment Type (in thousands): At December 31, 1996 and 1995, net assets available for benefits were held in the following participant-designated investment types:
Barclays Barclays Neuberger Global Investors Global & Berman Asset Investors Guardian Templeton Allocation Lifepath Trust Foreign Fund Funds Fund Fund ------------ ----------- ------------- ------------ December 31, 1996: ----------------- ASSETS Cash and cash equivalents - - - - ------------- ------------------- ------------------- -------------- Investments, at fair value: Fund investments held by trustee $ 9,805 $ 5,951 $ 1,671 $ 1,338 Common stock of the Company - - - - Participant loans receivable - - - - ------------ ------------------- ------------------- -------------- 9,805 5,951 1,671 1,338 Investments, at contract value: Fund investments held by trustee - - - - ------------- ------------------- ------------------- ------------- Total assets 9,805 5,951 1,671 1,338 LIABILITIES Amounts due to brokers for securities purchased - - - - ------------- ------------------- ------------------- ------------- Net assets available for benefits $ 9,805 $ 5,951 $ 1,671 $ 1,338 ============== =================== =================== ============
Barclays Barclays Confederation Global Global Life Investors Investors Fixed Guaranteed S&P 500 Money Market Income Investment Fund Fund Fund Contracts ------------ ----------------- ------------- ------------- December 31, 1996: ------------------ ASSETS Cash and cash equivalents - - $ 12 - ------------ ----------------- -------------- -------------- Investments, at fair value: Fund investments held by trustee $ 7,989 $ 1,065 11,785 - Common stock of the Company - - - - Participant loans receivable - - - - ----------- ----------------- ---------------- ---------------- 7,989 1,065 11,785 - Investments, at contract value: Fund investments held by trustee - - 5,886 $ 3,089 ------------ ---------------- ---------------- ---------------- Total assets 7,989 1,065 17,683 3,089 LIABILITIES Amounts due to brokers for securities purchased - - - - ------------- ---------------- ----------------- ---------------- Net assets available for benefits $ 7,989 $ 1,065 $ 17,683 $ 3,089 ============= ================ ================ ================
Homestake Mining Company Participant Short Term Stock Loan Investment Fund Fund Account Total -------------- ----------- ------------ -------------- December 31, 1996: ------------------ ASSETS Cash and cash equivalents $ 289 - $ 92 $ 393 --------------- ----------- ------------- -------------- Investments, at fair value: Fund investments held by trustee - - - 39,604 Common stock of the - Company 10,548 - 10,548 Participant loans receivable - $ 2,145 - 2,145 --------------- ------------ -------------- --------------- 10,548 2,145 - 52,297 Investments, at contract value: Fund investments held by trustee - - - 8,975 --------------- ------------- --------------- --------------- Total assets 10,837 2,145 92 61,665 LIABILITIES Amounts due to brokers for securities purchased 51 - - 51 ---------------- ------------- ------------------- ------------------- Net assets available for benefits $ 10,786 $ 2,145 $ 92 $ 61,614 ================ ============= =================== ===================
15 HOMESTAKE MINING COMPANY SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 10. Net Assets Available for Benefits by Investment Type (in thousands), continued:
Neuberger Wells Fargo Wells & Berman Asset Fargo Guardian Allocation Lifepath Trust Fund Funds Fund ----------------- ----------------- ------------------ December 31, 1995: ----------------- ASSETS Cash and cash equivalents - - - ----------------- ----------------- ------------------ Investments, at fair value: Fund investments held by trustee $ 9,761 $ 5,046 $ 1,416 Common stock of the Company - - - Participant loans receivable - - - ----------------- ----------------- ------------------ 9,761 5,046 1,416 Investments, at contract value: Fund investments held by trustee - - - ----------------- ----------------- ------------------ Total assets 9,761 5,046 1,416 LIABILITIES Amounts due to brokers for securities purchased - - - ----------------- ----------------- ------------------ Net assets available for benefits $ 9,761 $ 5,046 $ 1,416 ================= ================= ==================
Wells Confederation Fargo Life Templeton Stagecoach Fixed Guaranteed Foreign S&P 500 Income Investment Fund Fund Fund Contracts ----------------- ----------------- ------------------ ------------------ December 31, 1995: ----------------- ASSETS Cash and cash equivalents - - $ 11 - ----------------- ----------------- ------------------ ------------------ Investments, at fair value: Fund investments held by trustee $ 400 $ 5,941 10,429 - Common stock of the Company - - - - Participant loans receivable - - - - ----------------- ----------------- ------------------ ------------------ 400 5,941 10,429 - Investments, at contract value: Fund investments held by trustee - - 9,486 $ 3,091 ----------------- ----------------- ------------------ ------------------ Total assets 400 5,941 19,926 3,091 LIABILITIES Amounts due to brokers for securities purchased - - 1 - ----------------- ----------------- ------------------ ------------------ Net assets available for benefits $ 400 $ 5,941 $ 19,925 $ 3,091 ================= ================= ================== ==================
Homestake Mining Company Participant Short Term Stock Loan Investment Fund Fund Account Total ----------------- ----------------- ------------------ ---------------- December 31, 1995: ----------------- ASSETS Cash and cash equivalents $ 576 - $ 20 $ 607 ----------------- ----------------- ------------------ ------------------ Investments, at fair value: Fund investments held by trustee - - - 32,993 Common stock of the Company 10,029 - - 10,029 Participant loans receivable - $ 2,222 - 2,222 ----------------- ----------------- ------------------ ------------------ 10,029 2,222 - 45,244 Investments, at contract value: Fund investments held by trustee - - - 12,577 ----------------- ----------------- ------------------ ------------------ Total assets 10,605 2,222 20 58,428 LIABILITIES Amounts due to brokers for securities purchased 326 - - 327 ----------------- ----------------- ------------------ ------------------ Net assets available for benefits $ 10,279 $ 2,222 $ 20 $ 58,101 ================= ================= ================== ==================
16 HOMESTAKE MINING COMPANY SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (in thousands) 11. Changes in Net Assets Available for Benefits by Investment Type: During the year ended December 31, 1996, changes in net assets available for benefits by participant-designated investment types were as follows:
Barclays Barclays Neuberger Global Investors Global & Berman Asset Investors Guardian Templeton Allocation Lifepath Trust Foreign Fund Funds Fund Fund ------------- -------------- ------------- ------------- Additions to net assets attributed to: Interest and dividends - - - - Interest on participants' loans - - - - Mutual Fund Income - - $ 40 $ 56 Net appreciation in the fair value of assets $ 1,061 $ 586 214 104 Contributions: Company, in cash 308 221 60 45 Participants, in cash 454 353 102 77 Transfers in from other plans - 2 - 12 ------------- -------------- ------------ --------------- Total additions 1,823 1,162 416 294 ------------- -------------- ------------ --------------- Deductions from net assets attributed to: Net depreciation in the fair value of investment - - - - Benefits paid to participants 486 255 29 4 Transfers out to other plans - - - - -------------- ----------------- -------------- -------------- Total deductions 486 255 29 4 -------------- ----------------- -------------- -------------- Interfund transfers (1,293) (2) (132) 648 -------------- ----------------- -------------- -------------- Net increase (decrease) 44 905 255 938 Net assets available for benefits: Beginning of year 9,761 5,046 1,416 400 -------------- ----------------- -------------- ------------- End of year $ 9,805 $ 5,951 $ 1,671 $ 1,338 ============== ================= ============== =============
Barclays Barclays Global Confederation Global Investors Life Investors Money Fixed Guaranteed S&P 500 Market Income Investment Fund Fund Fund Contracts ------------- ---------------- --------------- ------------ Additions to net assets attributed to: Interest and dividends - $ 34 $ 1,064 - Interest on participants' loans - - - - Mutual Fund Income $ 269 - - - Net appreciation in the fair value of assets 1,238 - - - Contributions: Company, in cash 304 14 305 - Participants, in cash 458 54 462 - Transfers in from other plans 6 47 - - ------------- ----------------- -------------- -------------- Total additions 2,275 $ 149 $ 1,831 ------------- ----------------- -------------- -------------- Deductions from net assets attributed to: Net depreciation in the fair value of investment - - - $ 1 Benefits paid to participants 493 525 1,991 - Transfers out to other plans - - 26 - ------------- ----------------- -------------- -------------- Total deductions 493 525 2,017 1 -------------- ----------------- -------------- -------------- Interfund transfers 266 1,441 (2,056) (1) -------------- ----------------- -------------- -------------- Net increase (decrease) 2,048 1,065 (2,242) (2) Net assets available for benefits: Beginning of year 5,941 - 19,925 3,091 -------------- ----------------- -------------- -------------- End of year $ 7,989 $ 1,065 $ 17,683 $ 3,089 ============== ================= ============== ==============
Homestake Mining Company Participant Short Term Stock Loan Investment Fund Fund Account Total -------------- ---------------- -------------- ------------ Additions to net assets attributed to: Interest and dividends $ 129 - $ 4 $ 1,231 Interest on participants' loans - $ 201 - 201 Mutual Fund Income - - - 365 Net appreciation in the fair value of assets - - - 3,203 Contributions: Company, in cash 192 - (36) 1,413 Participants, in cash 367 - - 2,327 Transfers in from other plans 6 - - 73 -------------- ----------------- -------------- ------------- Total additions 694 201 (32) 8,813 -------------- ----------------- -------------- ------------- Deductions from net assets attributed to: Net depreciation in the fair value of investment 605 - - 606 Benefits paid to participants 599 166 2 4,550 Transfers out to other plans 118 - - 144 -------------- ----------------- -------------- ------------ Total deductions 1,322 166 2 5,300 -------------- ----------------- -------------- ------------ Interfund transfers 1,135 (112) 106 - -------------- ----------------- -------------- ------------ Net increase (decrease) 507 (77) 72 3,513 Net assets available for benefits: Beginning of year 10,279 2,222 20 58,101 --------------- ----------------- -------------- ------------ End of year $ 10,786 $ 2,145 $ 92 $ 61,614 =============== ================= ============== ============
17 HOMESTAKE MINING COMPANY SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 12. Confederation Life Guaranteed Investment Contracts: Confederation Life Insurance Company (CLIC) was seized by insurance regulators on August 12, 1994, to protect the financial interest of all policyholders. On August 18, 1994, the Plan suspended withdrawals and transfers by participants of amounts in the Plan held by CLIC and froze the value of its CLIC guaranteed investment contracts at their then-current book values (cost plus accrued interest through August 12, 1994). The Plan had not accrued any interest on these contracts since they were frozen. These frozen contracts had been segregated from the Fixed Income Fund into a separate frozen fund. A Rehabilitation Plan was submitted to the Michigan state court in July 1996 and it received final approval from the court in November 1996. The Rehabilitation Plan offered several payout options to CLIC guaranteed investment contract holders. 13. Acceleration of Vesting Percentages: Due to the cessation of mining at the McLaughlin mine on June 28, 1996, the employment of a number of Plan participants was terminated during the second quarter of 1996. In accordance with Plan Amendment No. 4, effective January 1, 1996, the vesting percentages of all such McLaughlin participants whose employment was terminated and whose vesting percentages were less than 100% were accelerated to 100% upon termination. 14. Subsequent Events: On November 30, 1996 the Company increased its ownership interest in the Pinson mine to 50% and the Company became the operator of the mine. In accordance with the Company undertaking the role of operator, all Pinson employees became eligible for participation in the Plan effective March 1, 1997. In March 1997, in connection with the CLIC Rehabilitation Plan discussed above, the Homestake Savings Plan elected an option which provided for payment of the entire balances payable by the end of May 1997. Pursuant to the elected payout, approximately 107% of the August 12, 1994 account balances were returned to the Plan by the end of May 1997. The Pension and Welfare Benefits Administration ("PWBA"), a division of the United States Department of Labor, has begun an audit of the Homestake Mining Company Savings Plan related to the purchase and subsequent holding of guaranteed investment contracts issued to the Savings Plan by CLIC. The PWBA asserted that the purchase of one contract in 1991 and subsequent holding of three contracts from 1991 until the present may not have been consistent with the requirements of ERISA, and that one or more Savings Plan fiduciaries may be liable to the Savings Plan for unspecified damages. The investigation is ongoing. 18 HOMESTAKE MINING COMPANY SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 14. Subsequent Events, continued: On May 1, 1997, the Plan added a custom fund, the Homestake PIMCO Total Return Fund, to its investment options. The Fund holds shares of the PIMCO Total Return Fund - Institutional (a mutual fund) and some money market securities. The PIMCO Total Return Fund is a broad market bond fund which invests in a diversified portfolio of fixed income securities with varying maturities. 19 HOMESTAKE MINING COMPANY SAVINGS PLAN Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES as of December 31, 1996
(c) Description of Investment including (b) Identity of Maturity Date, Rate Issuer, Borrower, of Interest, (e) Current Lessor, or Collateral, Par (d) Cost Value (a) Similar Party or Maturity Value (in thousands) (in thousands) - --- ------------------ --------------------- -------------- -------------- Allstate Life Insurance Company GIC (maturing 11/12/98, 5.46%) $ 2,015 $ 2,015 Crown Life Insurance Company GIC (maturing 03/03/98, 3.98%) 702 702 John Hancock Mutual Life Insurance Company GIC (maturing 06/30/98, 5.16%) 3,169 3,169 * Barclays Global Investors Barclays Global Investors Income Accumulation Fund (896,862 units) 11,827 11,785 Confederation Life Insurance GIC (frozen 08/18/94, originally maturing Company 01/02/95, 8.70%) 1,051 1,051 GIC (frozen 08/18/94, originally maturing 07/24/95, 9.14%) 1,004 1,004 GIC (frozen 08/18/94, originally maturing 03/15/96, 8.54%) 1,034 1,034 * Barclays Global Investors Barclays Global Investors Asset Allocation Fund (455,816 units) 8,008 9,805 Barclays Global Investors Lifepath 2000 Fund (144,837 units) 1,652 1,750 Barclays Global Investors Lifepath 2010 Fund (107,619 units) 1,293 1,416 Barclays Global Investors Lifepath 2020 Fund (112,762 units) 1,409 1,573 Barclays Global Investors Lifepath 2030 Fund (39,475 units) 505 571 Barclays Global Investors Lifepath 2040 Fund (42,168 units) 560 641 Barclays Global Investors S&P 500 Stock Fund (502,128 units) 6,906 7,989 Barclays Global Investors Money Market Fund (1,064,698 units) 1,065 1,065 * Barclays Global Investors Homestake Mining Company Stock Fund (1,651,940 units) 12,192 10,548 Neuberger & Berman Management, Inc. Neuberger & Berman Guardian Trust (105,276 units) 1,480 1,671 Franklin Templeton Distributors, Templeton Foreign Fund Inc. (129,175 units) 1,244 1,338 * Participant notes Repayable over a term of up to five years at an interest rate set at the time of issue of the loan. Rate during 1996 ranged from 6.9% to 12.3% 2,145 2,145 * Represents parties-in-interest to Plan Note: GIC has been used above as an abbreviation for Guaranteed Investment Contract.
HOMESTAKE MINING COMPANY SAVINGS PLAN Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS for the year ended December 31, 1996 (in thousands)
(b) Description of Assets (a) Identity of (Include Interest Rate and (c) Purchase (d) Selling (e) Lease Party Involved Maturity in Case of a Loan) Price Price Rental - -------------- --------------------------- ------------ ----------- ---------- Barclays Global Investors Homestake Mining Company Stock Fund $ 10,205 - - - $12,702 - Barclays Global Investors Fixed Income Fund 17,803 - - - 16,920 -
(h) Current (f) Expenses Value of (i) Net (b) Description of Assets Incurred Asset on Gain (a) Identity of (Include Interest Rate and with (g) Cost Transaction or Party Involved Maturity in Case of a Loan) Transaction of Asset Date (Loss) - ------------------------- --------------------------- ------------ --------- ----------- --------- Barclays Global Investors Homestake Mining Company Stock Fund - - - - - $12,713 $12,702 $ (11) Barclays Global Investors Fixed Income Fund - - - - - 16,357 16,920 563
EX-23 2 Exhibit 23 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in (i) Registration Statement of Homestake Mining Company (333-17357) and (ii) Post-Effective Amendment No. 5 to the Registration Statement of Homestake Mining Company on Form S-8 (File No. 2-90903) of our report dated June 16, 1997, on our audits of the financial statements and financial statement schedules of the Homestake Mining Company Savings Plan as of December 31, 1996 and 1995, and for the year ended December 31, 1996, which report is included in this Annual Report on Form 11-K. /s/ Coopers & Lybrand L.L.P. - ---------------------------- COOPERS & LYBRAND L.L.P. San Francisco, California June 18, 1997 -----END PRIVACY-ENHANCED MESSAGE-----