UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 2, 1998 (September 11, 1998)
HOMESTAKE MINING COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 1-8736 94-2934609
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation)
650 California Street, San Francisco, California 94108-2788
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 981-8150
http://www.homestake.com
Item 5. Other Items
1. Revised Exchange Ratio for the Homestake Acquisition of the Minority
Interests in Prime.
On September 11, 1998 Prime and Homestake announced that Homestake and
the Board of Directors of Prime had reached an agreement (the
"Arrangement") for Homestake's acquisition of the 49.4% of Prime held
by the public. Under the terms of the Arrangement, Prime shareholders
will have the choice of receiving 0.74 Homestake common shares or 0.74
Homestake Canada Inc. ("HCI") exchangeable shares for each Prime share
held by them. Each HCI exchangeable share would be exchangeable for one
Homestake common share at any time at the option of the holder, and
will have dividend and voting rights essentially equivalent to those of
one Homestake common share.
The transaction is to be structured as an arrangement under the British
Columbia Companies Act. Completion of the Arrangement is subject to
approval by the British Columbia Supreme Court and by Prime
shareholders, and the Homestake shareholders must vote to adopt a
Restated Certificate of Incorporation that, among other things,
authorizes the Homestake common shares necessary to effect the
Arrangement. A total of 75% of all Prime shares represented at its
shareholders' meeting, including the Prime shares owned by HCI, must
approve the transaction. In addition, the Arrangement must be approved
by two-thirds of the Prime shares present and voting on the
Arrangement, excluding shares voted by HCI and certain affiliates. If
all necessary approvals are obtained, completion of the Arrangement is
expected in mid-December, 1998.
The Arrangement would result in the issuance of a total of 27.8 million
Homestake common and HCI exchangeable shares in exchange for the 37.6
million Prime shares held by the minority shareholders of Prime.
A copy of the Registrant's September 11, 1998 news release is attached
as Exhibit 99.4.
2. Revised Mining Plan for Reduced Operations at Mt Charlotte Mine
On September 15, 1998 the Registrant announced that a revised mining
plan would be implemented immediately at its 50%-owned Mt Charlotte
underground gold mine in Western Australia. This decision was reached
following a thorough evaluation of current economic and operational
factors. The mine has experienced a downturn in economic performance
and an accelerated level of ground movement. The Company's primary
concern is that appropriate safety levels are maintained, while meeting
the challenges presented by the current uneconomic conditions at the
mine.
A copy of the Registrant's September 15, 1998 news release is attached
as Exhibit 99.5.
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3. Election of Director/Amended Bylaws
Effective September 25, 1998, Gerhard Ammann became a member of the
Registrant's Board of Directors. The Bylaws of the Registrant were
amended to increase the number of Directors to 13.
A copy of the Registrant's Bylaws (as amended through September 25,
1998) is attached as Exhibit 3.5.
4. Homestake Estimates Nonrecurring Charges Against 1998 Third Quarter
Operating Results
On October 2, 1998 the Registrant announced that it plans to take
several nonrecurring charges against 1998 third quarter results. Based
on a review of the carrying values of certain assets in the persistent
low gold price environment and the impact of specific operational
issues during the third quarter, Homestake estimates that it will
record noncash charges totaling approximately $167 million after tax
($188 million pretax). These amounts include the estimated costs
related to the reduced operations at the Mt Charlotte mine noted in
Item 5-2 above.
A copy of the Registrant's October 2, 1998 news release is attached as
Exhibit 99.6.
7(c) Exhibits
3.5 Bylaws (as amended through September 25, 1998) of Homestake Mining
Company.
99.4 News Release, dated September 11, 1998 announcing the Registrant's
revised offer to acquire the Prime Resources Group Inc. minority
interests.
99.5 News Release, dated September 15, 1998 announcing the Registrant's
revised mining plan for reduced operations at the Mt Charlotte mine.
99.6 News Release, dated October 2, 1998 announcing the Registrant's
estimated nonrecurring charges against 1998 third quarter operating
results.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Dated: October 2, 1998
HOMESTAKE MINING COMPANY
(Registrant)
By: /s/ David W. Peat
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David W. Peat
Vice President and Controller
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