-----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, OsrHsHW3lt7Y1NKSoOW42rSJz5mZzbIbYEb7IGiF7rZplL7Ku54VZCR71Rc4YeR1 LBKHzrRVf2MdiHSfEW9PzA== /in/edgar/work/20000626/0000898430-00-001897/0000898430-00-001897.txt : 20000920 0000898430-00-001897.hdr.sgml : 20000920 ACCESSION NUMBER: 0000898430-00-001897 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000626 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: SEC FILE NUMBER: 001-08736 FILM NUMBER: 660563 BUSINESS ADDRESS: STREET 1: 1600 RIVIERA AVENUE SUITE 200 CITY: WALNUT CREEK STATE: CA ZIP: 94596-3568 BUSINESS PHONE: 9258171300 MAIL ADDRESS: STREET 1: 1600 RIVIERA AVENUE SUITE 200 CITY: WALNUT CREEK STATE: CA ZIP: 94596-3568 11-K 1 0001.txt FORM 11-K UNITED STATES 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, 1999 HOMESTAKE 401(k) RETIREMENT SAVINGS PLAN (Full title of Plan) HOMESTAKE MINING COMPANY (Issuer of Securities Held Pursuant to the Plan) 1600 Riviera Avenue, Suite 200 Walnut Creek, CA 94596-3568 (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 on its behalf by the undersigned hereunto duly authorized. HOMESTAKE 401(k) RETIREMENT SAVINGS PLAN By /s/ T.H. Wong ---------------------------- T.H. Wong Assistant Treasurer and Assistant Secretary June 26, 2000 Item 1. Financial Statements and Exhibits a. Financial Statements for the years ended December 31, 1999 and 1998 and Supplemental Schedule as of and for the year ended December 31, 1999 and Independent Accountants' Report. b. Exhibit No. 23 Independent Accountants' Consent Homestake 401(k) Retirement Savings Plan Table of Contents ________________ Pages Financial Statements: Report of Independent Accountants 2 Statements of Net Assets Available for Benefits as of December 31, 1999 and 1998 3 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1999 4 Notes to Financial Statements 5-11 Supplemental Schedule: Schedule of Assets Held for Investment Purposes at December 31, 1999 12 Report of Independent Accountants Homestake Mining Company In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Homestake 401(k) Retirement Savings Plan (the "Plan") at December 31, 1999 and December 31, 1998, and the changes in net assets available for benefits for the year ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. 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 of these statements in accordance with auditing standards generally accepted in the United States, which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is 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. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ PricewaterhouseCoopers LLP - ------------------------------ PRICEWATERHOUSECOOPERS LLP San Francisco, CA June 9, 2000 Homestake 401(k) Retirement Savings Plan Statements of Net Assets Available for Benefits As of December 31, 1999 and 1998 (in thousands) ------------ Assets 1999 1998 Investments: Common/Collective Trusts $ 3,390 $ 3,241 Mutual Funds 7,009 6,725 -------- -------- 10,399 9,966 -------- -------- Participant loans 431 458 -------- -------- Total assets 10,830 10,424 -------- -------- Net assets available for benefits $ 10,830 $ 10,424 ======== ======== The accompanying notes are an integral part of these financial statements. Homestake 401(k) Retirement Savings Plan Statement of Changes in Net Assets Available for Benefits For the year ended December 31, 1999 (in thousands) ------------ Additions to net assets attributed to: Interest and dividends $ 334 Net appreciation in fair value of investments 109 -------- 443 -------- Contributions: Company, in cash 310 Participants, in cash 951 -------- 1,261 -------- Total additions 1,704 -------- Deductions from net assets attributed to: Benefits paid to participants 1,298 -------- Total deductions 1,298 -------- Net increase 406 Net assets available for benefits: Beginning of year 10,424 -------- End of year $ 10,830 ======== The accompanying notes are an integral part of these financial statements. Homestake 401(k) Retirement Savings Plan Notes to Financial Statements ____________ 1. Description of Plan The following description of the Homestake 401(k) Retirement 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 all employees of the Company's mining operations in Lead, South Dakota who are covered by a collective bargaining agreement and have completed three months 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. On January 5, 1999, Charles Schwab Retirement Plan Services, Inc. replaced Norwest Bank Minnesota, N.A. ("Norwest Bank") as the Plan's recordkeeper and investment advisor. In addition, Charles Schwab Trust Company replaced Norwest as Trustee. Each Plan participant's account balances were transferred to the new Trustee and invested in equivalent-risk investments with the new investment advisor. Contributions Participation is voluntary. Participants may make pre-tax contributions only of between 1% and 16% of compensation subject to Internal Revenue Code limitations. Following the May 31, 1998 ratification of a new collective bargaining agreement, the Company's matching contribution increased from 35% to 50% of a participant's contributions, not exceeding 6% of wages or of salary, effective January 1, 1999. 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. Participants' Accounts A separate account is 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 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. Homestake 401(k) Retirement Savings Plan Notes to Financial Statements ____________ Vesting Participant contributions and any income (loss) thereon are fully vested at all times. Company matching 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 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. Distribution of benefits can be made, at the election of the participant in the form of a single lump-sum cash payment or partial payment made in a lump-sum with the remainder paid later. Participant Loans Participants may borrow from their vested accounts between $1,000 and $50,000 but not more than 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 vested account in the Plan and repayments are made through payroll deductions on at least a monthly basis. Forfeitures Forfeitures of Company matching contributions made on behalf of former employees whose employment was terminated before such contributions were vested are allocated to active participants at the end of each Plan year. The forfeitures are 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. Homestake 401(k) Retirement Savings Plan Notes to Financial Statements ____________ 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. Investment Valuation and Income Recognition Shares and units in investment funds are valued at quoted market prices, representing the net asset value of the shares or units held by the Plan at year end. Participant loans 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 all other funds, including the Personal Choice Retirement Account (PCRA), 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 Plan 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. A 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. Homestake 401(k) Retirement Savings Plan Notes to Financial Statements ---------- 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 matching 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. Plan Tax Status The Plan obtained its latest determination letter in July 1991, 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. 6. Related Party Transactions Certain Plan investments are units in investment funds managed by the Trustee. Therefore, these transactions are transactions with parties-in- interest. 7. Administrative Expenses Certain administrative expenses of the Plan are paid for by the Company. Homestake 401(k) Retirement Savings Plan Notes to Financial Statements ---------- 8. Investments Investments at December 31, 1999 and 1998 are comprised of the following:
Value Fair Number of Per Value Units Unit (in thousands) -------------- ------------- ----------------- 1999 Common/Collective Trusts at fair value: * Schwab Stable Value Select 223,908 $ 12.16 $ 2,723 * Homestake Mining Company Stock Fund 77,555 8.60 667 ----------------- 3,390 ----------------- Mutual Funds at fair value: Schwab MarketTrack Balanced Fund 4,236 15.46 65 Schwab MarketTrack Conservative Fund 2,788 13.12 37 Schwab MarketTrack Growth Fund 4,744 17.53 83 * Schwab S&P 500 Select Fund 98,604 22.65 2,233 * Invesco Total Return Fund 76,667 28.96 2,220 Safeco Growth Fund 3,013 23.30 70 * Scudder Growth & Income 80,494 26.69 2,148 Templeton Institutional Foreign Equity Fund 2,842 21.53 61 PIMCO Total Return Fund 9,298 9.90 92 ----------------- 7,009 ----------------- Participant loans, at book value (which 431 approximates fair value) ----------------- $ 10,830 =================
* Represents 5% or more of the net assets available for benefits. Homestake 401(k) Retirement Savings Plan Notes to Financial Statements ----------
Number of Value Fair Shares or Per Value Units held Share (in thousands) -------------- ----------- ---------------- 1998 Common/Collective Trusts at fair value: Homestake Mining Company Stock Fund 44,922 $ 9.12 $ 410 * Norwest Stable Return Fund 80,921 26.74 2,164 * Norwest Short Term Investment Fund 667,404 1.00 667 ---------------- 3,241 Mutual Funds at fair value: * Norwest Advantage Income Equity Fund 62,530 42.87 2,681 * Norwest Advantage Growth Balance Fund 89,794 29.84 2,680 * Norwest Advantage Growth Equity Fund 38,793 35.15 1,364 ---------------- 6,725 ---------------- Participant loans, at book value (which approximates fair value) 458 ---------------- $ 10,424 ================
* Represents 5% or more of the net assets available for benefits. All earnings on the investment funds are reinvested in and credited to each fund daily. These earnings include interest, dividends, and net appreciation (depreciation) in fair value. The Invesco Total Return Fund seeks reasonably consistent total returns over a variety of market cycles by investing in a combination of equity securities and fixed income securities. This fund replaced the Norwest Advantage Growth Balanced Fund on January 5, 1999. The Schwab MarketTrack group of funds are hybrid funds that invest in stocks, bonds and cash. The Schwab MarketTrack Conservative Fund seeks income and more growth potential than an all bond fund. The Schwab MarketTrack Balanced Fund seeks to provide maximum total return including both capital growth and income. The Schwab MarketTrack Growth Fund seeks high capital growth with less volatility than an all stock portfolio. The Homestake Mining Company Stock Fund invests in shares of Homestake Mining Company. The Safeco Growth Fund seeks long-term capital growth. The fund normally invests in common stocks of smaller size companies but may also invest in stocks of companies of all sizes. The Scudder Growth & Income Fund seeks long-term capital growth and current income. The fund invests primarily in dividend-paying common stocks, preferred stocks, and convertible securities with growth potential. This fund replaced the Norwest Advantage Income Equity Fund on January 5, 1999. Homestake 401(k) Retirement Savings Plan Notes to Financial Statements ---------- The Templeton Institutional Foreign Equity 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 Schwab S&P 500 Select Fund invests in substantially the same stocks in the same percentage weightings as the Standard & Poor's 500 Composite Stock Price Index seeking to approximate as closely as practicable the rate of return of that index. This fund replaced the Norwest Advantage Growth Equity Fund on January 5, 1999. The PIMCO Total Return Institutional Fund is a broad market bond fund which invests in a diversified portfolio of fixed income securities with varying maturities. The Schwab Stable Value Select Fund invests primarily in guaranteed investment contracts, synthetic guaranteed investment contracts and U.S. Treasury and agency securities. This fund replaced the Norwest Short-Term Investment Fund and the Norwest Stable Return Fund on January 5, 1999. The Personal Choice Retirement Account is a Schwab individual brokerage account available under the Plan. This account allows participants to select a broad range of stocks, bonds or mutual funds. However, certain investments and securities are not permitted in the PCRA. Plan participants may currently allocate up to 25% of their total account balance to the PCRA. 9. Acceleration of Vesting Percentages Homestake Mine On January 27, 1998, the Homestake mine was restructured and the employment of a number of Plan participants was terminated. Effective January 27, 1998, the vesting percentages of all such Plan participants whose employment was terminated and whose vesting percentages were less than 100% were accelerated to 100% upon termination. Homestake 401(k) Retirement Savings Plan Schedule of Assets Held for Investment Purposes At December 31, 1999 -----------
(b) Identity of (c) Description of Investment Issuer, Borrower, (Including Maturity Date, (d) Current Lessor, or Rates of Interest, Collateral, Value (a) Similar Party Par or Maturity Value) (in thousands) - ----- ----------------------------------------- -------------------------------------------- --------------- * Charles Schwab Investment Management Schwab Stable Value Select Fund (223,908 units) $ 2,723 * Charles Schwab Investment Management Schwab MarketTrack Balanced Fund (4,236 units) 65 * Charles Schwab Investment Management Schwab MarketTrack Conservative Fund (2,788 units) 37 * Charles Schwab Investment Management Schwab MarketTrack Growth Fund (4,744 units) 83 * Charles Schwab Investment Management Schwab S&P 500 Select Fund (98,604 units) 2,233 * Charles Schwab Retirement Plan Services, Inc. Homestake Mining Company Stock Fund (77,555 units) 667 Invesco Invesco Total Return Fund (76,667 units) 2,220 Safeco Asset Management Safeco Growth Fund (3,013 units) 70 Scudder Kemper Investments Scudder Growth & Income Fund (80,494 units) 2,148 Templeton Investment Counsel, Inc. Templeton Institutional Foreign Equity Fund (2,842 units) 61 Pacific Investment Management Company PIMCO Total Return Institutional Fund (9,298 units) 92 * Participant notes (Repayable over five years unless it is for purchase of a principal residence which is repayable over ten years. Rate during 1999 ranged from 8% to 10% 431 --------------- $ 10,830 ===============
* Represents party-in-interest to Plan EX-23 2 0002.txt CONSENT OF INDEPENDENT ACCOUNTANTS 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. 33- 32174) of our report dated June 9, 2000, on our audits of the financial statements and financial statement schedules of the Homestake 401(k) Retirement Savings Plan as of December 31, 1999 and 1998 and for the year ended December 31, 1999, which report is included in this Annual Report on Form 11-K. /s/ PricewaterhouseCoopers LLP - -------------------------- PRICEWATERHOUSECOOPERS LLP San Francisco, California June 23, 2000 -----END PRIVACY-ENHANCED MESSAGE-----