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, 1994 HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD (Full Title of Plan) HOMESTAKE MINING COMPANY (Issuer of Securities Held Pursuant to the Plan) 650 California Street San Francisco, California 94108 (Address of principal executive offices) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees (or other persons who administer the Plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized. HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD By /s/ T. H. Wong --------------------------------- T. H. WONG Assistant Treasurer and Assistant Secretary June 27, 1995 Item 1. Financial Statements and Exhibits a. Financial Statements for the years ended December 31, 1994 and 1993 and Supplemental Schedules as of and for the year ended December 31, 1994 and Independent Auditors' Report. b. Exhibit No. 24 Independent Auditors' Consent HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD _______ FINANCIAL STATEMENTS for the years ended December 31, 1994 and 1993 HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD _______ TABLE OF CONTENTS Pages Financial Statements: Report of Independent Accountants 2 Statements of Net Assets Available for Benefits as of December 31, 1994 and 1993 3 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1994 4 Notes to Financial Statements 5-13 Supplemental Schedules: Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1994 14 Item 27d - Schedule of Reportable Transactions for the year ended December 31, 1994 15 REPORT OF INDEPENDENT ACCOUNTANTS To the Trustees of Homestake Mining Company Retirement Savings Plan for Hourly Employees at Lead: We have audited the accompanying statements of net assets available for benefits of Homestake Mining Company Retirement Savings Plan for Hourly Employees at Lead (the Plan) as of December 31, 1994 and 1993, and the related statement of changes in net assets available for benefits for the year ended December 31, 1994. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and the significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1994 and 1993, and the changes in net assets available for benefits for the year ended December 31, 1994 in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1994 and of reportable transactions for the year then ended are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, are fairly stated, in all material respects, when considered in relation to the basic financial statements taken as a whole. /s/ Coopers & Lybrand ---------------------- COOPERS & LYBRAND Oakland, California June 26, 1995 2 HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS as of December 31, 1994 and 1993 _______ ASSETS 1994 1993 ------ ----------- ---------- Cash and cash equivalents $ 5,994 $ 7,110 ---------- ---------- Investments - at fair value: Homestake Mining Company Stock Fund 312,908 354,794 Norwest Bank Income Equity Stock Fund 429,313 251,237 Norwest Bank Growth Balanced Fund 1,280,637 1,047,485 Norwest Bank Stable Return Fund 2,384,762 1,759,265 Participant loans receivable 200,050 130,193 ---------- ---------- Total investments 4,607,670 3,542,974 ---------- ---------- Total assets 4,613,664 3,550,084 LIABILITIES Accrued payables 8,978 - ---------- ---------- Net assets available for benefits $4,604,686 $3,550,084 ========== ========== The accompanying notes are an integral part of these financial statements. 3 HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS for the year ended December 31, 1994 _______ 1994 ---------- Additions to net assets attributed to: Contributions: Employees $ 978,336 Homestake Mining Company 183,767 ---------- 1,162,103 ---------- Investment income: Interest and dividends 13,921 Net appreciation in fair value of investments 72,687 ---------- 86,608 ---------- Total additions 1,248,711 ---------- Deductions from net assets attributed to: Benefits paid to participants 163,528 Transfers out to other plans 30,581 ---------- Total deductions 194,109 ---------- Net increase 1,054,602 Net assets available for benefits: Beginning of year 3,550,084 ---------- End of year $4,604,686 ========== The accompanying notes are an integral part of these financial statements. 4 HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD NOTES TO FINANCIAL STATEMENTS _______ 1. Description of the Plan: ----------------------- The Homestake Mining Company Retirement Savings Plan for Hourly Employees at Lead (the Plan) is sponsored by Homestake Mining Company (the Company) and allows eligible hourly employees of the Company's mine in Lead, South Dakota, to save for their retirement under a structured savings plan. The Plan is a defined contribution plan and became effective January 1, 1990, and is subject to the provisions of the Employee Retirement Income Security Act (ERISA) of 1974. The Plan is administered by the Company, through a committee of management. Norwest Bank is the Trustee of the Plan's investments. Participation: ------------- Hourly employees of the Company's mine in Lead, South Dakota, who have completed three months of service are eligible to participate in the Plan. 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 investments, including appreciation (depreciation) in fair value, are allocated to each participant's account based on the ratio which the trust fund portion of that participant's account balance bears to the total of the trust fund portion of all participants' account balances. Net earnings from investment in common stock of the Company, including appreciation (depreciation) in fair value, are allocated to each participant's account based on the actual number of shares of such common stock included therein. Continued 5 HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD NOTES TO FINANCIAL STATEMENTS, Continued _______ 1. Description of the Plan, continued: ----------------------- Contributions: ------------- All contributions to the Plan are made by Plan participants through wage deferrals. Plan participants may contribute from 1% to 16% of their Plan compensation and may allocate contributions to one or more of the funds. Participants may also contribute amounts from certain other qualified plans. During 1994, the Company matched 25% of the first 6% of each employee's compensation contributed. Vesting: ------- Employee contributions and any income (loss) thereon vest immediately. Company contributions and the related income (loss) for these contributions vest 60% after three years, 80% after four years, and 100% after five years from the initial date of employment. Payment of Benefits: ------------------- Participants or their designated beneficiaries are eligible to withdraw from their accounts following the participant's attainment of age 59-1/2, termination of employment with the Company, death, or in the case of financial hardship, subject to the approval of the Plan Committee. Forfeitures of terminated employees are allocated to active participants at the end of each Plan year. The forfeitures are allocated in proportion to the Company contribution made to the individual participant accounts during the Plan year. Continued 6 HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD NOTES TO FINANCIAL STATEMENTS, Continued _______ 1. Description of the Plan, continued: ----------------------- Participant Loans Receivable: ---------------------------- Participants may borrow from $1,000 to $50,000 from their accounts, including Company matching contributions, limited to 50% of the vested value of such accounts. Borrowings cannot exceed five years unless the loan is for the purchase of a principal residence, in which case, it cannot exceed ten years. Borrowings bear interest at rates determined by the lending institution, subject to approval of the Plan Committee at the origination of the loan and are repayable through biweekly payroll deductions. During 1994, the borrowing rate was 8.75%. Loans are collateralized by the borrower's note and vested interest in the Plan. 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. Investment Valuation and Income Recognition: ------------------------------------------- The Plan's investments are stated at fair value by reference to quoted market prices. Participant notes receivable are valued at cost which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. 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 in fair value of its investments, which consists of realized gains (losses) and the unrealized appreciation (depreciation) on those investments. Payment of Benefits: ------------------- Amounts allocated to accounts of participants who have elected to withdraw from the Plan but have not been paid as of year end are included in net assets available for benefits. Continued 7 HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD NOTES TO FINANCIAL STATEMENTS, Continued _______ 3. Related Party Transactions: -------------------------- Certain Plan investments are units in investment funds managed by Norwest Bank. Norwest Bank is the Plan's Trustee, therefore, these transactions qualify as party-in-interest. 4. Plan Termination: ---------------- Although the Company has not expressed any intent to do so, it has the right, under the Plan, to discontinue its contribution at any time and to terminate the Plan subject to ERISA provisions. 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. Federal Income Taxes: -------------------- The Plan received a favorable tax determination letter on July 9, 1991 from the Internal Revenue Service indicating that the Plan is exempt from federal income taxes under provisions of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Participating employees are not subject to federal income tax on amounts added to their accounts for contributions and investment income until such time as they withdraw amounts from the Plan. Continued 8 HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD NOTES TO FINANCIAL STATEMENTS, Continued _______ 6. Investments: ----------- Number of shares or units held, fair value, and cost of investments in securities at December 31, 1994 and 1993 were as follows: December 31, 1994 -------------------------------------------- Number of Fair Value Shares or Fair Over (Under) Units Held Value Cost Cost ------------ ------- ------- --------- Homestake Mining Company Stock Fund 18,272 $ 312,908 $ 289,208 $ 23,700 Norwest Bank Income Equity Stock Fund 22,908 429,313 432,237 (2,924) Norwest Bank Growth Balanced Fund 71,704 1,280,637 1,286,347 (5,710) Norwest Bank Stable Return Fund 114,652 2,384,762 2,078,203 306,559 Participant loans receivable 200,050 200,050 - ---------- ---------- -------- $4,607,670 $4,286,045 $321,625 ========== ========== ======== December 31, 1993 --------------------------------------------- Number of Fair Value Shares or Fair Over (Under) Units Held Value Cost Cost ---------- ------ ------ --------- Homestake Mining Company Stock Fund 16,127 $ 354,794 $ 236,044 $118,750 Norwest Bank Income Equity Stock Fund 14,137 251,237 241,281 9,956 Norwest Bank Growth Balanced Fund 59,060 1,047,485 853,925 193,560 Norwest Bank Stable Return Fund 90,057 1,759,265 1,562,947 196,318 Participant loans receivable 130,193 130,193 - ---------- --------- -------- $3,542,974 $3,024,390 $518,584 ========== ========== ======== Continued 9 HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD NOTES TO FINANCIAL STATEMENTS, Continued _______ 6. Investments, continued: ----------- All earnings on the investment funds are reinvested in and credited to each fund monthly. These earnings include interest, dividends, and appreciation (depreciation) in fair value. The Income Equity Fund's objective is to achieve a high level of current income with moderate appreciation through investment in equity securities. The Growth Balanced Fund's objective is to maximize growth through appreciation from quality stocks, while moderating risk by investing in intermediate maturity bonds, including corporate, US government and mortgage-backed and related securities. The Stable Return Fund's objective is to achieve reasonable and consistent current income by investing in fixed income securities and other investments. Continued 10 HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD NOTES TO FINANCIAL STATEMENTS, Continued _______ 7. Net Assets Available for Benefits by Investment Type: ---------------------------------------------------- At December 31, 1994 and 1993, net assets available for benefits were held in the following participant-designed investment types: Norwest Norwest Homestake Bank Bank Mining Income Growth Company Equity Balanced Stock Fund Stock Fund Fund ------------------------------------------ Year Ended December 31, 1994: - ---------------------------- ASSETS Cash and cash equivalents $ 5,994 $ - $ - --------------------------------------- Investments, at fair value: Investments held by trustee - 429,313 1,280,637 Common stock of the Company 312,908 - - Participant loans receivable - - - --------------------------------------- 312,908 429,313 1,280,637 --------------------------------------- Total assets 318,902 429,313 1,280,637 LIABILITIES Accrued payables 6,291 695 1,992 --------------------------------------- Net assets available for benefits $312,611 $428,618 $1,278,645 ======================================= Year Ended December 31, 1993: - ---------------------------- ASSETS Cash and cash equivalents $ 7,048 $ - $ - --------------------------------------- Investments, at fair value: Investments held by trustee - 251,237 1,047,485 Common stock of the Company 354,794 - - Participant loans receivable - - - --------------------------------------- 354,794 251,237 1,047,485 --------------------------------------- Total assets 361,842 251,237 1,047,485 LIABILITIES Accrued payables - - - --------------------------------------- Net assets available for benefits $361,842 $251,237 $1,047,485 ======================================= TABLE CONTINUED =============== Norwest Bank Stable Return Participant Fund Loans Total -------------------------------------- Year Ended December 31, 1994: - ---------------------------- ASSETS Cash and cash equivalents $ - $ - $ 5,994 Investments, at fair value: Investments held by trustee 2,384,762 - 4,094,712 Common stock of the Company - - 312,908 Participant loans receivable - 200,050 200,050 ------------------------------------- 2,384,762 200,050 4,607,670 ------------------------------------- Total assets 2,384,762 200,050 4,613,664 LIABILITIES Accrued payables - - 8,978 ------------------------------------- Net assets available for benefits $2,384,762 $200,050 $4,604,686 ===================================== Year Ended December 31, 1993: - ---------------------------- ASSETS Cash and cash equivalents $ - $ 62 $ 7,110 ------------------------------------- Investments, at fair value: Investments held by trustee 1,759,265 - 3,057,987 Common stock of the Company - - 354,794 Participant loans receivable - 130,193 130,193 ------------------------------------- 1,759,265 130,193 3,542,974 ------------------------------------- Total assets 1,759,265 130,255 3,550,084 LIABILITIES Accrued payables - - - ------------------------------------ Net assets available for benefits $1,759,265 $130,255 $3,550,084 ===================================== Continued 11 HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD NOTES TO FINANCIAL STATEMENTS, Continued _______ 8. Changes in Net Assets Available for Benefits by Investment Type: --------------------------------------------------------------- During the year ended December 31, 1994, changes in net assets available for benefits are allocated among the Plan's investment funds as follows: Year Ended December 31, 1994 -------------------------------------- Norwest Homestake Bank Norwest Mining Income Bank Company Equity Growth Stock Stock Balanced Fund Fund Fund --------- --------- --------- Contributions: Employees $ 60,463 $152,812 $ 262,671 Homestake Mining Company 11,858 28,174 49,869 Interest and dividends 3,027 118 351 Net (depreciation) appreciation in fair value of investments (84,458) 19,450 9,390 Benefits paid to participants (14,860) (3,856) (64,194) Transfers out to other plans (6,125) (1,948) (9,746) Net transfers between funds (19,136) (17,369) (17,181) --------- -------- -------- Net increase (decrease) (49,231) 177,381 231,160 Net assets available for benefits: Beginning of year 361,842 251,237 1,047,485 --------- -------- ---------- End of year $312,611 $428,618 $1,278,645 ========= ======== ========== TABLE CONTINUED =============== Year Ended December 31, 1994 -------------------------------------- Norwest Bank Stable Return Participant Fund Loans Total -------- ---------- ---------- Contributions: Employees $502,390 $ - $ 978,336 Homestake Mining Company 93,866 - 183,767 Interest and dividends 40 10,385 13,921 Net (depreciation) appreciation in fair value of investments 128,305 - 72,687 Benefits paid to participants (73,306) (7,312) (163,528) Transfers out to other plans (12,206) (556) (30,581) Net transfers between funds (13,592) 67,278 - --------- -------- ---------- Net increase (decrease) 625,497 69,795 1,054,602 Net assets available for benefits: Beginning of year 1,759,265 130,255 3,550,084 ---------- -------- ---------- End of year $2,384,762 $200,050 $4,604,686 ========== ======== ========== Continued 12 HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD NOTES TO FINANCIAL STATEMENTS, Continued _______ 9. Administrative Expenses: ----------------------- All administrative expenses of the Plan are paid for by the Company. 10. Subsequent Events: ----------------- Amendment No. 3 of the Plan was executed on March 24, 1995 and is effective from June 1, 1995. This amendment changed the definition of compensation for the purposes of the Plan to include profit incentive plan payments. In addition, this amendment also increased the Company matched contribution from 25% to 35% of the first 6% of each employee's compensation contributed for pay periods beginning on or after May 28, 1995. Continued 13 HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES as of December 31, 1994 _______ (c) Description of Investment (including (b) Identity of Maturity Date, Rate Issuer, Borrower, of Interest, Lessor, or Collateral, Par (e) Current (a) Similar Party or Maturity Value) (d) Cost Value --- ---------------- ------------------- --------- ---------- * Homestake Mining Common stock (18,272 Company shares; no par value) $ 289,208 $ 312,908 * Norwest Bank Norwest Bank Income Equity Stock Fund (22,908 units) 432,237 429,313 * Norwest Bank Norwest Bank Growth Balanced Fund (71,704 units) 1,286,347 1,280,637 * Norwest Bank Norwest Bank Stable Return Fund (114,652 units) 2,078,203 2,384,762 * Retirement Savings Participant notes Plan for Hourly (repayable over Employees at five years unless Lead it is for purchase of a principal residence which is repayable over ten years. Interest rate was 8.75% per annum in 1994) 200,050 200,050 * Represents party-in-interest to Plan. 14 HOMESTAKE MINING COMPANY RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES AT LEAD ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS for the year ended December 31, 1994 (b) Description of Asset (a) Identity of (Include Interest Rate and (c) Purchase Party Involved Maturity in Case of a Loan) Price -------------- --------------------------- ------------- Combined transactions: Homestake Mining Company Common stock - $ 83,941 Norwest Bank Income Equity Stock Fund - 192,277 Norwest Bank Growth Balanced Fund - 332,474 Norwest Bank Stable Return Fund - 648,839 TABLE CONTINUED =============== (f)Expenses Incurred (a) Identity (d) Selling (e) Lease with Party Involved Price Rental Transaction -------------- ---------- ----------- ----------- Combined transactions: Homestake Mining Company $47,183 - - - - - Norwest Bank 33,650 - - - - - Norwest Bank 122,772 - - - - - Norwest Bank 151,595 - - - - - TABLE CONTINUED =============== (h) Current Value of Asset (a) Identity (g) Cost on Transaction (i) Net Gain Party Involved of Asset Date or Loss -------------- -------- ---------------- ------------ Combined transactions: Homestake Mining Company $36,618 $47,183 $10,565 - - - Norwest Bank 32,717 33,650 933 - - - Norwest Bank 103,950 122,772 18,822 - - - Norwest Bank 133,583 151,595 18,012 - - - 15