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):
December 10, 1998 (December 1, 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. Acquisition of Prime Resources Group Inc./Special Meeting of
Stockholders
On December 1, 1998 at a Special Meeting of Stockholders, Homestake
Mining Company stockholders approved a Restated Certificate of
Incorporation. The restated certificate has increased the number of
authorized shares of Homestake Common Stock from 250,000,000 to
450,000,000, increased the number of authorized shares of Series A
Preferred Stock from 2,500,000 to 4,500,000, created one share of
Special Voting Stock and made certain technical changes, primarily
to reflect the existence of the Special Voting Stock. Homestake's
stockholders also approved an Outside Directors' Stock Compensation
Plan that provides for external directors to receive a portion of their
compensation in Homestake common stock. Stockholder votes were as
follows:
Restated Certificate of Incorporation
Votes For Votes Against Abstentions Non-Vote
118,294,460 16,092,719 819,490 35,556,668
1998 Outside Directors' Stock Compensation Plan
Votes For Votes Against Abstentions Non-Vote
163,842,374 4,621,467 2,299,496 -0-
On December 1, 1998 Homestake announced that the shareholders of Prime
Resources Group Inc. ("Prime") approved a Plan of Arrangement to accept
Homestake's offer to acquire the 49.4% of Prime it did not already own.
Under the Plan of Arrangement, for each Prime Common Share outstanding
(other than Prime Common Shares held by Homestake and its wholly owned
subsidiaries), Prime shareholders had the option of receiving 0.74 of a
Homestake Mining Company Common Share or 0.74 of a Homestake Canada
Inc. Exchangeable Share ("HCI Exchangeable Share"). Each HCI
Exchangeable Share is exchangeable for one share of Homestake Mining
Company Common Stock at any time at the option of the holder and has
essentially the same voting, dividend (payable in Canadian dollars),
and other rights as one share of Homestake Common Stock. The Special
Voting Stock referred to above was issued to Montreal Trust Company of
Canada, in trust for the holders of the HCI Exchangeable Shares, and
provides the mechanism for holders of HCI Exchangeable Shares to
receive voting rights in Homestake Mining Company.
On December 3, 1998 Homestake announced it had completed the
acquisition of the 49.4% of Prime it did not already own. As a result
of this transaction, Homestake owns 100% of Prime through Homestake's
wholly owned subsidiary, Homestake Canada Inc. Homestake has issued an
additional 16.7 million shares of Homestake Common Stock and has
reserved 11.1 million shares of Homestake Common Stock for issuance on
exchange of the HCI Exchangeable Shares.
Copies of the Registrant's December 1, 1998 and December 3, 1998
news releases are attached as Exhibit 99.7 and Exhibit 99.8,
respectively.
The Restated Certificate of Incorporation of the Registrant is attached
as Exhibit 3.6.
The 1998 Outside Directors' Stock Compensation Plan of the Registrant
is attached as Exhibit 10.4.
7(c) Exhibits
3.6 Restated Certificate of Incorporation
10.4 1998 Outside Directors' Stock Compensation Plan
99.7 News Release, dated December 1, 1998, announcing Prime
Resources Group Inc.'s acceptance of the Registrant's offer.
99.8 News Release, dated December 3, 1998 announcing the
Registrant's completion of the acquisition of the 49.4% of
Prime Resources Group Inc. it did not already own.
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: December 10, 1998
HOMESTAKE MINING COMPANY
(Registrant)
By: /s/ David W. Peat
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David W. Peat
Vice President and Controller