-----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, D7ltQKQS5imk1010S3TKazqaHeq1PhVDiQp6phc3zVYYjftqKLVIt6tmanPBEyLE kDV+eb7WIYI8XZ1wnwE3BA== 0000950123-97-000308.txt : 19970117 0000950123-97-000308.hdr.sgml : 19970117 ACCESSION NUMBER: 0000950123-97-000308 CONFORMED SUBMISSION TYPE: PREC14C PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970116 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SANTA FE PACIFIC GOLD CORP CENTRAL INDEX KEY: 0000921754 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 850307713 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PREC14C SEC ACT: 1934 Act SEC FILE NUMBER: 333-01356 FILM NUMBER: 97506721 BUSINESS ADDRESS: STREET 1: 6200 UPTOWN BLVD NE STREET 2: STE 400 CITY: ALBUQUERQUE STATE: NM ZIP: 87110 BUSINESS PHONE: 5058805300 MAIL ADDRESS: STREET 1: 6200 UPTOWN BLVD NE STREET 2: STE 400 CITY: ALBUQUERQUE STATE: NM ZIP: 87110 FILED BY: 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: PREC14C BUSINESS ADDRESS: STREET 1: 650 CALIFORNIA ST-9TH FL STREET 2: 9TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94108-2788 BUSINESS PHONE: 4159818150 PREC14C 1 SCHEDULE 14A 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 15, 1997 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 FILED BY THE REGISTRANT [ ] FILED BY A PARTY OTHER THAN THE REGISTRANT [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [X] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12 SANTE FE PACIFIC GOLD CORPORATION (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) HOMESTAKE MINING COMPANY (NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT) PAYMENT OF FILING FEE (CHECK APPROPRIATE BOX): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) 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 show 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 Homestake Mining Co. [Homestake & Santa Fe Pacific Gold Corp. Logo] Superior Long-Term Value 3 [HOMESTAKE BACKGROUND LOGO] --------------------------------------------------------------- [SANTA FE - Homestake - Santa Fe Merger Agreement LOGO] - 1.115 Homestake shares for each Santa Fe share - Santa Fe shareholders to own 50% of combined company - Newmont's Hostile Offer - 0.4 of a Newmont share for each Santa Fe share - Santa Fe shareholders to own 35% of combined company - Claimed their combination had greater upside potential 4 [HOMESTAKE LOGO] BACKGROUND ----------------------------------------------------------------- [SANTA FE LOGO] - Newmont making statements we believe are inaccurate and misleading - This discussion today is to set the record straight ... and to explain why we believe a Homestake - Santa Fe combination will deliver far more long-term value to Santa Fe shareholders 5 [HOMESTAKE LOGO] SMALL DIFFERENCE IN SHORT-TERM VALUE ------------------------------------------------------------- * Both offers are in stock, not cash [SANTA FE * Premium offered by Newmont eroding fast LOGO] -- Lost one half of its value in first three trading days -- May erode further before transaction closes in several months -- Illustrates uncertainty when focusing on current premiums based on stock offers 6 [HOMESTAKE ERODING SHORT-TERM VALUE DIFFERENTIAL LOGO] [SANTA FE LOGO] Graph shows erosion in short-term value differential between competing Newmont and Homestake offers. Graph shows decline since 11/20/96 of 74% from $2.74 on 11/20/96 to $0.71 on 1/13/97. 7 [HOMESTAKE LOGO] LONG-TERM VALUE OF OFFERS ------------------------------------------------------- [SANTA FE LOGO] * Key is which offer most likely to deliver more long-term value to shareholders * Factors include - Appreciation potential - Making the most of Santa Fe's assets - Relative financial strength 8 [HOMESTAKE LOGO] POTENTIAL TO DELIVER LONG-TERM VALUE ------------------------------------------------------- [SANTA FE * Homestake offers better deal to Santa Fe shareholders LOGO] - Greater long-term value - Immediately accretive to EPS and cash flow per share - Greater ability to realize Nevada potential - Superior balance sheet - Lower overhead costs * Presently undervalued Homestake more likely to reward shareholders compared to limited prospects of merging with an already highly valued Newmont 9 [HOMESTAKE GREATER OWNERSHIP INTEREST FOR LOGO] SANTA FE SHAREHOLDERS ------------------------------------------------------- [SANTA FE * Homestake gives Santa Fe shareholders 50% LOGO] * Newmont gives Santa Fe shareholders only 35% 10 [HOMESTAKE LOGO] GREATER APPRECIATION POTENTIAL ------------------------------------------------------- [SANTA FE - Homestake a value play LOGO] -- Currently valued below the S&P Gold Index Average -- $95 per ounce of reserves - Newmont stock is already valued at $157 per ounce of reserves - Homestake's new fundamentals and improved performance should enable us to close the gap 11 [HOMESTAKE LOGO] RERATING POTENTIAL --------------------------------------------------------------- [SANTA FE LOGO] Graph shows current market capitalization per ounce of reserves as of 1/14/97. Graph shows Homestake at $95 per ounce, Newmont at $157 per ounce and S&P Gold average at $159 per ounce. 12 [HOMESTAKE APPRECIATION POTENTIAL FOR LOGO] SANTA FE SHAREHOLDERS --------------------------------------------------------------- [SANTA FE LOGO] Graph shows appreciation potential for Santa Fe shareholders. Graph shows value to Santa Fe shareholders on 1/14/97 at $15.19 per share for Homestake offer and $15.90 per share for Newmont offer. Assumes Newmont stock valued at $157 market capitalization per ounce of reserves. Shows that offer differential closes and reverses if Homestake can achieve higher market capitalization valuation per ounce of reserves. Shows parity of offers at Homestake valuation of $100 market capitalization per ounce of reserves. Shows Homestake offer value to Santa Fe shareholders at $25.29 if Homestake can achieve same market capitalization valuation per ounce of reserves as Newmont ($157). 13 [HOMESTAKE ACCRETION/DILUTION* LOGO] ------------------------------------------------------------ [SANTA FE . Contrary to Newmont's assertions, Santa Fe-Homestake LOGO] merger immediately accretive to cash flow and earnings per share . By Newmont's own admission, their proposed combination dilutive in 1997 and 1998 * Excluding transaction costs, based on $400 gold 14 [HOMESTAKE HOMESTAKE'S GREATER ABILITY TO REALIZE LOGO] POTENTIAL OF SANTA FE'S ASSETS ------------------------------------------------------------ [SANTA FE - Long-term value in Santa Fe's principal mines is locked LOGO] up in complex refractory ores - Expertise and experience in treatment of such ores required - Future of Nevada is in underground mining - Particularly so at Santa Fe's mines HOMESTAKE IS AN EXPERT AND NEWMONT IS A NOVICE IN BOTH AREAS 15 [HOMESTAKE LOGO] TREATMENT OF COMPLEX ORES ------------------------------------------------------------------- [SANTA FE LOGO] - Santa Fe's mines use autoclave technology pioneered by Homestake -- Years of autoclave experience: Homestake - 12 Newmont - 0 - Newmont latecomer to roasting technology -- Newmont's own roaster at Carlin uses technology pioneered by Homestake at Kalgoorlie in 1989 -- Only just begun production - Homestake has 21 years of roasting experience -- Newmont has only 1 year 16 [HOMESTAKE TREATMENT OF COMPLEX ORES - OTHERS LOGO] ------------------------------------------------------- [SANTA FE - Biotechnology LOGO] - Readily available - No commercial use of Newmont's technology - Flotation Plants - Homestake's plant at Kalgoorlie, Snip, Eskay, McLaughlin - Smelting - Homestake has more experience than Newmont 17 [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 22.6 million tons of complex ore by autoclave and 14.3 million tons by roasting during such period. Graph shows Newmont having processed 0 tons of complex ore by autoclave and 2.8 million tons by roasting during such period. Graph shows Homestake autoclave and roaster experience processing 13 times the amount of ore as Newmont. 18 [HOMESTAKE UNDERGROUND MINING - HOMESTAKE LOGO] -------------------------------------------------------------- [SANTA FE - Easy near-surface mining opportunities in Nevada are few and PACIFIC far between LOGO] - Underground mining way of the future - Homestake's advantage unquestioned - 120 years of continuous underground mining experience - Knowledge of virtually every mining technique - Mines as deep as 8,000 feet - Six current underground mines 19 [HOMESTAKE LOGO] UNDERGROUND MINING - NEWMONT ------------------------------------------------------- [SANTA FE * Newmont only just beginning an underground add-on to LOGO] its Carlin open pit operations - Recent experience only 2 years - Annual tons of ore mined underground: Homestake - 7.5 million Newmont - 0.5 million 20 [HOMESTAKE UNDERGROUND MINING (1990-1995) LOGO] --------------------------------------------------------------- [SANTA FE LOGO] Graph compares Homestake to Newmont in underground mining tonnage for 1990 to 1995. Graph shows Homestake having mined 24.7 million tons of ore during such period. Graph shows Newmont having mined 0.6 million tons of ore during such period. Graph shows Homestake having 41 times the underground mining tonnage as Newmont over the last six years. 21 [HOMESTAKE EXPLORATION LOGO] ---------------------------------------------------------------- * Homestake's exploration program on accelerating path -- New people [SANTA FE -- New approach LOGO] -- Bigger budgets -- Two discoveries in past two years * Newmont's exploration stalled -- No Nevada success outside Carlin trend in 30 years -- Significant Nevada discoveries made by others -- Since 1989 Nevada reserves increased by only a nominal 1% -- Overseas growth due to acquisitions or discoveries years ago 22 [HOMESTAKE ANALYSIS OF RESERVE ADDITIONS LOGO] ---------------------------------------------------------------- (Net of Production) [SANTA FE LOGO] Aggregate Reserve Additions (MM oz.)
Homestake Newmont Newmont(NEV) Santa Fe ---------------------------------------------------------------- '94-95 3.6 2.7 2.4 2.5 '93-95 3.1 2.8 3.1 3.8 '92-95 4.2 5.0 1.4 11.5 '91-95 8.3 8.7 0.8 12.1 '90-95 7.7 9.9 2.0 13.2 '89-95 6.8 8.1 0.2 14.1
23 [HOMESTAKE ANALYSIS OF RESERVE ADDITIONS LOGO] ---------------------------------------------------- (Net of Production) [SANTA FE LOGO] Reserve Additions (% Change)
Homestake Newmont Newmont(NEV) Santa Fe ------------------------------------------------------------- '94-95 20.1 10.3 12.9 16.2 '93-95 16.9 10.8 17.4 26.9 '92-95 24.3 21.0 7.2 179.7 '91-95 62.8 43.3 3.9 208.9 '90-95 55.8 52.4 10.6 280.9 '89-95 46.3 39.1 1.0 371.1
24 [HOMESTAKE LOGO] EXPLORATION CAPABILITIES ------------------------------------------------------- [SANTA FE * In each time period Homestake has had greater percent LOGO] increases in reserves than Newmont * Measured in ounces, Homestake reserve additions have outstripped Newmont since 1993 * Santa Fe has enjoyed a stronger reserve growth than either Homestake or Newmont * Newmont's Nevada performance is modest at best, adding only 200,000 ounces since 1989 (1.0% increase) 25 [HOMESTAKE LOGO] HOMESTAKE'S SUPERIOR BALANCE SHEET ------------------------------------------------------- [SANTA FE - Homestake's strong balance sheet has net cash position LOGO] - Pro forma (9/30/96) net debt-to-capitalization ratio* w/Homestake 18% w/Newmont 32% - Newmont will owe more than $1 billion - Facing immediate requirements to raise large amounts of capital for new projects - Debt service will divert cash from exploration and other production activities * Net of cash and short-term investments 26 [HOMESTAKE LOGO] BALANCE SHEET AS OF 9/30/96 ------------------------------------------------------- [SANTA FE LOGO] Graph shows pro forma balance sheets for a Homestake-Santa Fe combination and a Newmont-Santa Fe combination as of 9/30/96. Graph shows total debt for Homestake-Santa Fe at $580 million and net debt at $312 million as of 9/30/96. Graph shows total debt for Newmont-Santa Fe of $1.042 billion and net debt of $804 million as of 9/30/96. Graph shows Newmont having 2.6 times the net debt of Homestake as of 9/30/96. 27 [HOMESTAKE LOGO] HOMESTAKE'S LOWER OVERHEAD COSTS ------------------------------------------------------- [SANTA FE - Homestake has been consistently reducing overhead costs LOGO] since 1992 - Homestake's 1995 overhead expenses 19% lower per ounce of production than Newmont's - Homestake expects further 20% reduction to $16 per ounce post merger 28 [HOMESTAKE LOGO] HOMESTAKE'S IMPROVING COST STRUCTURE ------------------------------------------------------- [SANTA FE LOGO] Graph shows comparative cost structures. Graph shows that from 1990 to 1995, Homestake reduced overall overhead $11 per ounce or 35%, generating five times the savings as Newmont. Graph shows that from 1990 to 1995, Homestake reduced total cash operating and overhead costs $16 per ounce more than Newmont. 29 [HOMESTAKE OPERATING COSTS LOGO] ------------------------------------------------ [SANTA FE - Operating costs rapidly converging LOGO] - Newmont's historical lower costs due to treating simple oxide ores - Currently treating only 35% refractory ores - Ore reserve 65% refractory 30 [HOMESTAKE CASH COSTS - NEWMONT'S CARLIN OPERATIONS LOGO] ---------------------------------------------------- % oz. Produced [SANTA FE LOGO] Graph shows cash costs at Newmont's Carlin operations. Graph shows cash costs of $198 per ounce in 1993 (0% refractory); $208 per ounce in 1994 (< 1% refractory); $223 per ounce in 1995 (22% refractory); and $244 per ounce for the first nine months of 1996 (35% refractory). 31 [HOMESTAKE SUPERIOR OPPORTUNITY FOR RERATING AND FUTURE APPRECIATION LOGO] ------------------------------------------------------------ [SANTA FE - Larger size is not the primary goal LOGO] - New Homestake will have greater capabilities - Improves ability to compete for attractive opportunities and to maximize return from current assets - Improved fundamentals in new company should be reflected in share price - Requires continued exploration success, new mine development, lower costs, improved profitability and above all sustainable growth 32 [HOMESTAKE LOGO] THE NEW HOMESTAKE - SANTA FE ------------------------------------------------------- [SANTA FE - Leading international gold company LOGO] - #1 Gold reserves 39.4 MM oz. - #2 Gold production 3.2 MM oz. by 1998 - #1 Nevada land position 1.5 MM acres - 17 mines (8 underground, 9 surface) - 10 development projects - Low political risk 33 [HOMESTAKE LOGO] THE NEW HOMESTAKE - SANTA FE ------------------------------------------------------- [SANTA FE - Strong commitment to exploration LOGO] -- Nevada Focus - Complementary technological expertise -- A spectacular fit - Production growth profile 34 [HOMESTAKE LOGO] HOMESTAKE MINING COMPANY ------------------------------------------------------- [SANTA FE LOGO] Graph shows Homestake's annual gold production (in millions of ounces) growing from 304,877 in 1973 to 3,160,255 for 1998 estimated (including Santa Fe figures). 35 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
36 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. Jaerdicke.............................. 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
37 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 38 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 39 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. 40 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 letter 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 letter is not being furnished by Santa Fe or its Board of Directors. -----END PRIVACY-ENHANCED MESSAGE-----