-----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, TPU5x9/Gq8bGOprt97BWB+C9tKQBkFdOkDZZNSKNFIg3icYcRE25xZF2BXuLQJeU Bbx68y6Jbmv61PkajbkxGw== 0000950123-97-000567.txt : 19970130 0000950123-97-000567.hdr.sgml : 19970130 ACCESSION NUMBER: 0000950123-97-000567 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970129 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08736 FILM NUMBER: 97513547 BUSINESS ADDRESS: STREET 1: 650 CALIFORNIA ST-9TH FL STREET 2: 9TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94108-2788 BUSINESS PHONE: 4159818150 DEFA14A 1 DEFINITIVE ADDITIONAL PROXY MATERIAL 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 29, 1997 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [X] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
HOMESTAKE MINING COMPANY - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------ (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ (5) Total fee paid: ------------------------------------------------------------------------ [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filings: (1) Amount Previously Paid: ------------------------------------------------------------------------ (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------ (3) Filing Party: ------------------------------------------------------------------------ (4) Date Filed: ------------------------------------------------------------------------ 2 The following is the December 9, 1996, Homestake management slide presentation to Homestake and Santa Fe shareholders. 3 [HOMESTAKE December 9, 1996 LOGO] [SANTA FE LOGO] 4 [HOMESTAKE THE NEW HOMESTAKE LOGO] - A New Leading International Gold Company [SANTA FE LOGO] - Asset Base, Portfolio of Growth Opportunities, Financial Strength and Operating Skills - Spectacular Fit and #1 Nevada Land Position - Combination Enhances Prospects for Growth - Potential for Valuation Rerating 5 [HOMESTAKE TRANSACTION SUMMARY LOGO] Corporate Name: Homestake Mining Company [SANTA FE LOGO] Structure: Pooling of Interests/Tax-Free Exchange Terms: 1.115:1 Fixed Exchange Ratio--No Collar Current Value: $17.42 per Santa Fe Share Premium: 47% to Last Wednesday's Closing Price Cash Flow: Accretive in 1997* EPS: Accretive in 1997* Cost Savings: Over $30 Million Annually * Before one-time transaction costs 6 [HOMESTAKE TRANSACTION SUMMARY LOGO] Board Composition: 5 Homestake, 5 Santa Fe, 2 New [SANTA FE LOGO] Management: Jack E. Thompson Chairman and CEO Patrick M. James President and COO Due Diligence: Completed Conditions: Shareholder and Antitrust Approvals Break Up Fee: $65 Million Expected Closing: By Early April 1997 7 [HOMESTAKE THE NEW HOMESTAKE: LOGO] LEADING INTERNATIONAL GOLD COMPANY [SANTA FE LOGO] Among North American Gold Companies, New Homestake Will Rank: #1 Gold Reserves 39.4 MM oz. #2 Gold Production 3.2 MM oz. by 1998 #1 Nevada Land Position 1.5 MM Acres 8 [HOMESTAKE HOMESTAKE MINING COMPANY LOGO] Annual Gold Production (in Millions of Ounces) [SANTA FE LOGO] Graph shows annual gold production (in millions of ounces) of Homestake during the period 1975 to 1998 (estimated). Graph also shows annual gold production (in millions of ounces) of Santa Fe during the period 1989 to 1998 (estimated). Graph shows estimated annual gold production on a pro forma basis for a combined Homestake and Santa Fe from 1989 to an estimated 3.2 million in 1998. 9 [HOMESTAKE KEY FACTS LOGO] [SANTA FE LOGO] - 17 Mines (8 Underground, 9 Surface) - 10 Development Projects - Santa Fe's 1.5 Million Acre Land Position in Nevada - Lowest Political Risk of Any Major Gold Company (Virtually All Reserves in U.S., Canada, Australia) 10 [HOMESTAKE KEY FACTS LOGO] [SANTA FE LOGO] - Homestake Paying About $125 Per Ounce of Reserves - Also Gets 11.3 MM oz. of Mineralized Material - Converting Half of Santa Fe's Mineralized Material to Reserves Would Lower Price to $95 Per Ounce - Homestake Benefits From $1 Billion in Newly Built Santa Fe Plant Equipment 11 [HOMESTAKE SYNERGIES LOGO] [SANTA FE LOGO] - Achieve Over $30 Million in Annual Cost Savings by End of 1997 - Combine and Refocus Exploration Program, Especially in Nevada - Leverage Complementary Technological Expertise - Combined Exploration Budget of $65 Million 12 [HOMESTAKE NEAR-TERM INITIATIVES LOGO] [SANTA FE LOGO] - Close Santa Fe's Albuquerque Headquarters - Combine U.S. Operations Base in Reno - Focus Exploration on Strategic Land Position in Nevada and High-Priority International Projects - Accelerate Exploration/Development - Optimize Development of 10 Domestic and International Projects 13 [HOMESTAKE SUCCESSFUL INTEGRATION EXPERIENCE LOGO] [SANTA FE LOGO] - Detailed Plan Largely Complete; Tough Decisions Made - Both Companies Have Integrated Acquisitions - Homestake/International Corona (1992) - Santa Fe/Gold Fields Mining Co. (1993) - Coopers & Lybrand to Advise on Integration 14 [HOMESTAKE PRODUCTION COST COMPARISON LOGO] [SANTA FE LOGO] Graph compares production costs per ounce for Homestake, Santa Fe, and a combined Homestake and Santa Fe on a pro forma basis, for the years 1994, 1995 and 1996-1998 (estimated). Graph shows a combined Homestake and Santa Fe with noncash production costs of 60 and cash production costs of 227 in 1994; noncash production costs of 60 and cash production costs of 238 in 1995; and estimated noncash production costs of 71 and cash production costs of 243 for the 1996-1998 period. 15 [HOMESTAKE HEDGING POLICY LOGO] - Santa Fe Has Successful Program [SANTA FE LOGO] - Homestake Hedging Selectively - New Homestake Will Assess Appropriate Level 16 [HOMESTAKE PRO FORMA FINANCIALS* (12 Months Through September 1996) LOGO] [SANTA FE LOGO]
($ Millions) Homestake Santa Fe Combined --------- -------- -------- Income Statement Data Revenues $747 $334 $1,081 EBITDA 180 108 288 G&A 36 21 57 Exploration 38 30 68 Net Income 31 23 54 Balance sheet Net Working Capital $280 $105 $385 Fixed and Other Assets 1,112 1,040 2,153 ------ ------ ------ $1,392 $1,146 $2,538 ------ ------ ------ Debt $185 $395 $580 Other Non-Current Liabilities 443 186 629 Shareholders' Equity 764 564 1,328 ------ ------ ------ $1,392 $1,146 $2,538 ------ ------ ------ Market Capitalization (12/6/96) $2,292 $2,021 $4,313 * Excludes non-recurring items
17 INDEXED STOCK PRICE PERFORMANCE [HOMESTAKE LOGO] [SANTA FE LOGO] Graph compares indexed stock price performance for Homestake, Sante Fe and S&P Gold from June 1994 to November 1996, on a percentage basis with 100% as a base. 18 [HOMESTAKE ADJUSTED MARKET CAPITALIZATION (12/4/96) LOGO] [SANTA FE LOGO] Graph compares adjusted market capitalization per ounce of reserves as of December 4, 1996, including market value of equity plus debt minus cash, for ABX ($304), BMG ($137), ECO ($82), GLD ($107), HM ($107), NEM ($183) and PDG ($269). 19 [HOMESTAKE 1995 WORLDWIDE GOLD RESERVES LOGO] [SANTA FE LOGO] Graph compares 1995 worldwide gold reserves in millions of ounces for SFPG (17.9), Placer (20.9), HMC (21.5), Newmont (28.8), Barrick (36.5) and HMC&SFPG, on a pro forma combined basis (39.4). 20 1995 WORLDWIDE GOLD PRODUCTION [HOMESTAKE LOGO] [SANTA FE LOGO] Graph compares 1995 worldwide gold production in thousands of ounces for SFPG (846), Placer (1,788), Newmont (1,845), HMC (1,848), HMC&SFPG, on a pro forma combined basis (2,694) and Barrick (3,140). 21 [HOMESTAKE LOW POLITICAL RISK PROFILE LOGO] [SANTA FE LOGO] Graph shows a pie chart illustrating political risk profile of a pro forma combined Homestake and Santa Fe based on reserves and mineralized material. Graph shows 70% in U.S., 18% in Australia, 10% in Canada and 2% other. 22 [HOMESTAKE GROWTH OPPORTUNITIES LOGO] [SANTA FE LOGO] 23 [HOMESTAKE HOMESTAKE AND SANTA FE COMBINED OPERATIONS LOGO] [SANTA FE LOGO] Slide shows worldwide mines, exploration and development for combined operations of Homestake and Santa Fe on a map of North America, South America, Europe, Asia, Africa and Australia. In North America, slide shows Homestake, Hemlo, Eskay Creek, McLaughlin, Mesquite, Twin Creeks, Pinson, Lone Tree, Mule Canyon, Trenton Canyon, Rosebud, Ruby Hill, Round Mountain, and Marigold. Slide shows Guyana Shield, Brazil, Chile and La Falda in South America. Slide shows Ghana in Africa, Chelopech in Europe, Central Asia and Pokrovskoye in Asia, and KCGM in Australia. 24 [HOMESTAKE COMPLEMENTARY SKILLS LOGO] Homestake Santa Fe [SANTA FE ----------------------------- ------------------------------ LOGO] * Underground Mining * Surface Mining * Surface Mining * International Operations * Innovative Deals * Processing * Processing - Autoclaves - Autoclaves - Flotation - Flotation - Roasters * Permitting/Development * Permitting/Development 25 [HOMESTAKE LOGO] [SANTA FE LOGO] Slide shows a map of Nevada with Homestake Mines (Ruby Hill), Joint Venture Projects (Pinson, Round Mountain and Marigold), Santa Fe Mines (Twin Creeks, Lone Tree, Mule Canyon, Trenton Canyon and Rosebud), Ore Trends (Carlin, Battle Mountain/Eureka and Rabbit), Other Producing Gold Mines, and unspecified Areas of Mineral Rights Controlled by the Company. 26 [HOMESTAKE LOGO] [SANTA FE LOGO] Slide shows detailed map of the area of Nevada that includes the Carlin, Rabbit and Battle Mountain/Eureka Trends, showing Homestake and Santa Fe Mines, Areas of Mineral Rights Controlled by the Company, Exploration Offices and Other Producing Gold Mines. 27 [HOMESTAKE LOGO] [SANTA FE LOGO] Slide shows a map of Nevada with Homestake Mines (Ruby Hill), Joint Venture Projects (Pinson, Round Mountain and Marigold), Santa Fe Mines (Twin Creeks, Lone Tree, Mule Canyon, Trenton Canyon and Rosebud), Ore Trends (Carlin, Battle Mountain/Eureka and Rabbit), Other Producing Gold Mines, and unspecified Areas of Mineral Rights Controlled by the Company. 28 [HOMESTAKE INTERNATIONAL EXPLORATION LOGO] [SANTA FE LOGO] - Chile - Australia - Guyana Shield/Brazil - West Africa - Central Asia - Kazakstan - Kyrgyz Republic 29 [HOMESTAKE HOMESTAKE COMBINATION IS BEST LOGO] FOR SANTA FE SHAREHOLDERS [SANTA FE LOGO]
Santa Fe/Homestake ------------------ Current Value to GLD Shareholders $17.42 per share % of Combined Equity Owned by GLD Shareholders 50% "Rerating" Opportunity Yes Accretive to 1997 Cash flow Yes Accretive to 1997 EPS Yes Debt to Capitalization 29% Closing April 1997
30 [HOMESTAKE THE NEW HOMESTAKE LOGO] [SANTA FE LOGO] - A New Leading International Gold Company - Asset Base, Portfolio of Growth Opportunities, Financial Strength and Operating Skills - Spectacular Fit and #1 Nevada Land Position - Combination Enhances Prospects for Growth - Potential for Valuation Rerating 31 [HOMESTAKE December 9, 1996 LOGO] Statements contained in this analyst presentation which are not historical facts are forward-looking statements [SANTA FE as that item is defined in Private Securities Litigation PACIFIC Reform Act of 1995. Such forward-looking statements are GOLD subject to risks and uncertainties which could cause CORPORATION actual results to differ materially from estimated LOGO] results. Such risks and uncertainties are detailed in the companies' filings with the Securities and Exchange Commission. 32 INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF HOMESTAKE MINING COMPANY AND OTHER REPRESENTATIVES OF HOMESTAKE MINING COMPANY WHO MAY COMMUNICATE WITH HOMESTAKE AND SANTA FE PACIFIC GOLD CORPORATION SHAREHOLDERS The following is information concerning the directors and executive officers of Homestake Mining Company and other representatives of Homestake ("Homestake") who may communicate with Homestake and Santa Fe Pacific Gold Corporation ("Santa Fe") shareholders with respect to (i) Homestake's planned combination with Santa Fe pursuant to which Santa Fe will become a wholly-owned subsidiary of Homestake and each outstanding share of Santa Fe Common Stock, $0.01 par value, will be converted into the right to receive 1.115 shares of Homestake Common Stock, $1.00 par value (the "Combination") and (ii) the proposed offer by Newmont Mining Corporation ("Newmont") disclosed in the preliminary prospectus contained in the Registration Statement on Form S-4 of Newmont that was filed with the Securities and Exchange Commission on January 7, 1997 (Registration No. 333-19335), to exchange each outstanding share of Santa Fe Common Stock for 0.40 of a share of Newmont Common Stock, $1.60 par value. Newmont's proposed offer has not been commenced. Newmont's Registration Statement states that its principal executive offices are located at 1700 Lincoln Street, Denver, Colorado 80203. Santa Fe's principal executive offices are located at 6200 Uptown Boulevard NE, Suite 400, Albuquerque, New Mexico 87110. DIRECTORS AND OFFICERS OF HOMESTAKE
PRESENT POSITION WITH HOMESTAKE OR OTHER PRINCIPAL NAME AND BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT - ------------------------- -------------------------------------------------- M. Norman Anderson............................... Director, Homestake Mining Company; Former N Anderson & Associates Chairman International Corona Corporation; 502-455 Granville Street Mining Industry Consultant. Vancouver, V6C1V2 Jan P. Berger.................................... Treasurer, Homestake Mining Company. Homestake Mining Company 650 California Street San Francisco, CA 94108- 2788 Michael L. Carroll............................... Director of Taxes and Assistant Secretary, Homestake Mining Company Homestake Mining Company. 650 California Street San Francisco, CA 94108- 2788 Robert H. Clark, Jr.............................. Director, Homestake Mining Company; President and 529 Fifth Avenue Chief Executive Officer, Case, Pomeroy & Company, Suite 1600 Inc. New York, NY 10017
33 2 Harry M. Conger.................................. Director and Chairman of the Board, Homestake Mining Company Homestake Mining Company. 650 California Street San Francisco, CA 94108- 2788 G. Robert Durham................................. Director, Homestake Mining Company. 943 Seddon Cove Way Tampa, FL 33602 Gene G. Elam..................................... Vice President, Finance and Chief Financial Homestake Mining Company Officer, Homestake Mining Company. 650 California Street San Francisco, CA 94108- 2788 Douglas W. Fuerstenau............................ Director, Homestake Mining Company; Professor in University of California, the Graduate School, Department of Materials Berkeley Science and Mineral Engineering, University of 477 Evans Hall California, Berkeley. No. 1760 Berkeley, CA 94720 Dennis B. Goldstein.............................. Corporate Counsel and Assistant Secretary, Homestake Mining Company Homestake Mining Company. 650 California Street San Francisco, CA 94108- 2788 Lee A. Graber.................................... Vice President, Corporate Development, Homestake Homestake Mining Company Mining Company. 650 California Street San Francisco, CA 94108- 2788 Henry G. Grundstedt.............................. Director, Homestake Mining Company; Former Senior P.O. Box 105 Vice President, Capital Guardian Trust. Umpqua, OR 97486-0105 Fred Hewett...................................... Assistant Controller, Homestake Mining Company. Homestake Mining Company 650 California Street San Francisco, CA 94108- 2788 William A. Humphrey.............................. Director, Vice Chairman of the Board, Former Homestake Mining Company President and Chief Operating Officer, Homestake 650 California Street Mining Company. San Francisco, CA 94108- 2788 Robert K. Jaedicke.............................. Director, Homestake Mining Company; Professor Graduate School of Business (Emeritus) of Accounting Graduate School of Stanford University Business, Stanford University. Stanford, CA 94305-5015 Wayne Kirk....................................... Vice President, General Counsel and Corporate Homestake Mining Company Secretary, Homestake Mining Company. 650 California Street San Francisco, CA 94108- 2788
34 3 Gillyeard J. Leathley............................ Vice President, Operations, Homestake Mining Homestake Mining Company Company. 650 California Street San Francisco, CA 94108- 2788 William F. Lindqvist............................. Vice President, Exploration, Homestake Mining Homestake Mining Company Company. 650 California Street San Francisco, CA 94108- 2788 John Neerhout, Jr................................ Director, Homestake Mining Company. 15 Peninsula Road Belvedere, CA 94920 Ronald D. Parker................................. Vice President, Canada, Homestake Mining Company. 1000-700 W. Pender Street Vancouver, BC V6C 168 CANADA David W. Peat.................................... Vice President and Controller, Homestake Mining Homestake Mining Company Company. 650 California Street San Francisco, CA 94108- 2788 Stuart T. Peeler................................. Director, Homestake Mining Company; Petroleum Casa Codorniz Industry Consultant. POB 35852 Tucson, AZ 85740 Carol A. Rae..................................... Director, Homestake Mining Company; Former HC 89 - Box 188A President and Chief Executive Officer, Magnum Hermosa, SD 57744 Diamond Corporation. Berne A. Schepman................................ Director, Homestake Mining Company; President, The The Adair Company Adair Company. 1670 South Amphlett Blvd. Suite 214 San Mateo, CA 94402 Richard A. Tastula............................... Vice President, Australia, Homestake Mining 9th Floor Company. 2 Mill Street Perth, WA 6000 Jack E. Thompson................................. Director, President and Chief Executive Officer, Homestake Mining Company Homestake Mining Company. 650 California Street San Francisco, CA 94108- 2788 Thomas H. Wong................................... Assistant Treasurer and Assistant Secretary, Homestake Mining Company Homestake Mining Company. 650 California Street San Francisco, CA 94108- 2788
On November 17, 1996, Homestake and Santa Fe entered into a confidentiality agreement pursuant to which, among other things, each party agreed to protect the confidential and 35 4 proprietary information and data provided to each other in connection with the evaluation of one or more business transactions. On December 8, 1996, Homestake, Santa Fe and HMGLD Corp, a wholly-owned subsidiary of Homestake, entered into an Agreement and Plan of Merger pursuant to which the Combination will be consummated. On January 9, 1997, Homestake purchased 100 shares of Santa Fe common stock. In addition, the following individuals named above own the following shares of Santa Fe common stock, all of which has been owned by such individuals for more than 60 days: Mr. Peeler - 10,300 shares; Mr. Elam - 2,000 shares; and Mr. Graber - 1,000 shares. At the effective time (the "Effective Time") of the Combination, five members of the Homestake Board will continue as directors of Homestake. The other eight members of the Homestake Board will voluntarily resign as directors of Homestake. The Agreement provides that at the Effective Time, Mr. Thompson will become Homestake's Chairman of the Board and Chief Executive Officer. A total of ten Homestake management personnel, including Messrs. Thompson, Elam, Kirk, Leathley and Lindqvist, have severance agreements with Homestake under which they are entitled to receive benefits in the event of a change of control followed by certain events. The Combination is a change of control for purposes of these severance agreements. Under the severance agreements, entitlement to benefits arises if, within three years following the consummation of the Combination, such person's employment is terminated or such person elects to terminate his employment following (i) a reduction in salary or certain benefits, (ii) a change in location of employment, (iii) a change in position, duties, responsibilities or status inconsistent with such person's prior position, or (iv) a reduction in responsibilities, title or office as in effect just before the consummation of the Combination. Benefits consist of (i) a lump sum payment equal to two times such person's highest annual salary and bonus (including deferred compensation) during the three years prior to termination, (ii) continuation of participation in insurance and certain other fringe benefits for two years, (iii) continued vesting of stock options, and (iv) relocation assistance. Such benefits are in lieu of severance benefits otherwise payable under Homestake's general severance policy. The same ten management personnel are also participants in Homestake's Executive Supplemental Retirement Plan (the "Homestake ESRP"). The Homestake ESRP provides that participating employees accrue retirement benefits at the rate of 4 1/3% times years of service up to a maximum of 15 years. Service credit is then multiplied by average monthly compensation during the 36 consecutive months of highest compensation (salary and bonus) to determine a monthly retirement benefit. Benefits are payable on 36 5 retirement at age 62 after 10 continuous years of service, with provision for early retirement between ages 55 and 62. Within two years following the Combination, if any participant's employment is terminated by Homestake or by the participant for any reason, such participant will fully vest in the maximum benefits payable under the Homestake ESRP to the extent such participant is not already fully vested, and will be entitled to commence receiving such benefits at age 55. Benefits payable under the Homestake ESRP are reduced to the extent of retirement benefits otherwise payable under any other Homestake retirement plan (except the Homestake Mining Company Savings Plan). Homestake has a deferred compensation plan under which 23 eligible employees and the directors are entitled to defer receipt of compensation. Deferred compensation earns interest at rates determined under the plan, with a higher rate equal to 120% of the regular rate (the "Preferred Rate") for persons who have been participants for more than five years. Under the deferred compensation plan, following the Combination, all deferred compensation will earn interest at the Preferred Rate. 37 6 OTHER REPRESENTATIVES OF HOMESTAKE WHO MAY COMMUNICATE WITH HOMESTAKE AND SANTA FE SHAREHOLDERS
PRESENT PRINCIPAL NAME AND BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT - ------------------------- ------------------------ Robert A. Pilkington......................................... Managing Director Dillon, Read & Co. Inc. 535 Madison Avenue New York, NY 10022
Homestake has retained Dillon, Read & Co. Inc. ("Dillon Read") to act as its financial advisor in connection with the Combination and related matters. Pursuant to an engagement letter dated as of November 21, 1996, between Homestake and Dillon Read, Homestake has agreed to pay Dillon Read a fee of 0.33% of the equity consideration in the Combination, subject to a maximum fee of $6,500,000, for services provided in connection with the Combination. Of this amount, $2,250,000 was paid upon the announcement by Homestake of the execution of the Agreement; the payment of the balance is contingent upon the consummation of the merger. Homestake has also agreed to reimburse Dillon Read for the expenses reasonably incurred by it in connection with its engagement (including reasonable counsel fees) and to indemnify Dillon Read and its officers, directors, employees, agents and controlling persons against certain expenses, losses, claims, damages or liabilities in connection with its services, including those arising under the federal securities laws. This information is being furnished by Homestake to Homestake and Santa Fe shareholders pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended, in response to the proposed Newmont exchange offer and Newmont's proposed solicitation of proxies. This information is not being furnished by Santa Fe or its Board of Directors. 38 The following is a revised slide from the January 15, 1997, Homestake management slide presentation to Homestake and Santa Fe shareholders. 39 [HOMESTAKE COMPLEX ORE PROCESSED (1990-1995) LOGO] ---------------------------------------------------------------- Graph compares Homestake and Newmont tons of complex ore [SANTA FE processed for 1990 to 1995. Graph shows Homestake having LOGO] processed 14.3 million tons of complex ore by autoclave and 28.0 million tons by roasting during such period. Graph shows Newmont having processed 0 tons of complex ore by autoclave and 2.1 million tons by roasting during such period. Graph shows Homestake autoclave and roaster experience processing 20 times the amount of ore as Newmont. -----END PRIVACY-ENHANCED MESSAGE-----