UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (AMENDMENT NO. 2) (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO _______ COMMISSION FILE NUMBER 1-8736 HOMESTAKE MINING COMPANY (Exact name of registrant as specified in its charter) DELAWARE 94-2934609 (State of Incorporation) (I.R.S. Employer Identification No.) 650 CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA 94108-2788 (Address of principal executive office) (Zip Code) (415) 981-8150 HTTP://WWW.HOMESTAKE.COM (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, $1.00 par value New York Stock Exchange, Inc. Rights to Purchase Series A Participating Cumulative Preferred Stock New York Stock Exchange, Inc. Securities registered pursuant to Section 12(g) of the Act: 5 1/2% Convertible Subordinated Notes Due June 23, 2000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $2,273,000,000 as of March 11, 1997. The number of shares of common stock outstanding as of March 11, 1997 was 146,672,425. ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. In the Amendment No. 1 on Form 10-K/A, the term of office for certain directors was incorrectly stated. The correct terms of office for the Directors is as follows: CLASS I DIRECTORS TO SERVE UNTIL 1997 ANNUAL MEETING: M. Norman Anderson Robert H. Clark, Jr. Douglas W. Fuerstenau Berne A. Schepman CLASS II DIRECTORS TO SERVE UNTIL 1998 ANNUAL MEETING: Henry G. Grundstedt William A. Humphrey John Neerhout, Jr. Stuart T. Peeler Jack E. Thompson CLASS III DIRECTORS TO SERVE UNTIL 1999 ANNUAL MEETING: Harry M. Conger G. Robert Durham Robert K. Jaedicke Carol A. Rae SIGNATURE Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 2 on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized. Date: May 9, 1997 HOMESTAKE MINING COMPANY By /s/ Wayne Kirk --------------- Wayne Kirk Vice President, General Counsel and Corporate Secretary