UNITED STATES
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, 2000
HOMESTAKE 401(k)
RETIREMENT SAVINGS PLAN
(Full title of Plan)
HOMESTAKE MINING COMPANY
(Issuer of Securities Held Pursuant to the Plan)
1600 Riviera Avenue, Suite 200
Walnut Creek, CA 94596-3568
(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 on its behalf by the undersigned hereunto duly authorized.
HOMESTAKE 401(k) RETIREMENT SAVINGS PLAN
By /s/ T.H. Wong
----------------------------
T.H. Wong
Assistant Treasurer and
Assistant Secretary
June 26, 2001
Item 1. Financial Statements and Exhibits
a. Financial Statements for the two years ended December 31, 2000 and
1999 and Supplemental Schedule as of and for the year ended December
31, 2000 and Report of Independent Accountants
b. Exhibit No. 23
Consent of Independent Accountants
Homestake 401(k)
Retirement Savings Plan
Financial Statements
As of December 31, 2000 and 1999 and
for the year ended December 31, 2000
Homestake 401(k) Retirement Savings Plan
Table of Contents
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Pages
Report of Independent Accountants 1
Financial Statements
Statements of Net Assets Available for Benefits as of December 31, 2000 and 1999 2
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2000 3
Notes to Financial Statements 4 - 9
Supplemental Schedule
Schedule of Assets Held for Investment Purposes as of December 31, 2000 10
Report of Independent Accountants
Homestake Mining Company
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Homestake 401(k) Retirement Savings Plan (the "Plan") at December 31,
2000 and 1999, and the changes in net assets available for benefits for the year
ended December 31, 2000, in conformity with accounting principles generally
accepted in the United States of America. 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 of these statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and perform
the audit 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,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is 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. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ PricewaterhouseCoopers LLP
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PRICEWATERHOUSECOOPERS LLP
June 25, 2001
Homestake 401(k) Retirement Savings Plan
Statements of Net Assets Available for Benefits
As of December 31, 2000 and 1999
(in thousands)
- -------------------------------------------------------------------------------
2000 1999
Assets
Investments:
Common/Collective Trusts $ 2,961 $ 3,390
Mutual Funds 6,948 7,009
-------- --------
9,909 10,399
-------- --------
Participant loans 397 431
-------- --------
Total assets 10,306 10,830
-------- --------
Net assets available for benefits $ 10,306 $ 10,830
======== ========
The accompanying notes are an integral part of these financial statements.
-2-
Homestake 401(k) Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 2000
(in thousands)
- -------------------------------------------------------------------------------
Additions to net assets attributed to:
Interest and dividends $ 338
Net depreciation in fair value of investments (969)
--------
(631)
--------
Contributions:
Company, in cash 315
Participants, in cash 964
--------
1,279
--------
Total additions 648
--------
Deductions from net assets attributed to:
Benefits paid to participants 1,172
--------
Total deductions 1,172
--------
Net decrease (524)
Net assets available for benefits:
Beginning of year 10,830
--------
End of year $ 10,306
--------
The accompanying notes are an integral part of these financial statements.
-3-
Homestake 401(k) Retirement Savings Plan
Notes to Financial Statements
- --------------------------------------------------------------------------------
1. Description of Plan
The following description of the Homestake 401(k) Retirement Savings Plan
(the Plan) provides only general information. Participants should refer to
the full Plan document for a more complete description of the Plan's
provisions.
General
The Plan is a defined contribution profit sharing plan (designed to be
qualified under Internal Revenue Code Sections 401(a) and 401(k)) covering
all employees of the Company's mining operations in Lead, South Dakota who
are covered by a collective bargaining agreement and have completed three
months of service. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA), as amended.
The Plan is administered by the Company. Charles Schwab Retirement Plan
Services, Inc. is the Plan's recordkeeper and investment advisor, and
Charles Schwab Trust Company is Trustee.
Contributions
Participation is voluntary. Participants may make pre-tax contributions
only of between 1% and 16% of compensation subject to Internal Revenue Code
limitations.
Participant's contributions, not exceeding 6% of wages or salary are
matched 50% by the Company.
Participants may make a rollover contribution to the Plan of amounts
previously contributed to another qualified plan. Rollover contributions
are not matched by the Company.
Each participant may cause some or all of its current or cumulative
contributions, including any amounts contributed by the Company to match
contributions, to be invested in one or more of the investments made
available through the Plan.
Participants' Accounts
A separate account is 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 each investment fund,
including appreciation in fair value, are allocated to each participant's
account based on the ratio which the participant's account balance in that
investment fund bears to the total of all participants' account balances in
that investment fund.
Vesting
Participant contributions and any income (loss) thereon are fully vested at
all times. Company matching contributions and any income (loss) thereon are
vested 60% after three years of service, 80% after four years of service,
and 100% after five years of service, on attainment of age 65, or on the
occurrence of death or disability.
-4-
Homestake 401(k) Retirement Savings Plan
Notes to Financial Statements
- --------------------------------------------------------------------------------
Payment of Benefits
The Plan permits withdrawal of contributions upon:
(1) Termination of employment;
(2) Attainment of age 59 1/2;
(3) Death (with vested account balance paid to designated beneficiary);
(4) Hardship.
Distribution of benefits can be made, at the election of the participant in
the form of a single lump-sum cash payment or partial payment made in a
lump-sum with the remainder paid later.
Participant Loans
Participants may borrow from their vested accounts between $1,000 and
$50,000 but not more than 50% of the value of such accounts. The loan term
cannot exceed five years unless the loan is for the purchase of a
principal residence, in which case, it cannot exceed ten years. These
loans bear interest at prime rate plus 1%. Loans are collateralized by the
borrower's vested account in the Plan and repayments are made through
payroll deductions on at least a monthly basis.
Forfeitures
Forfeitures of Company matching contributions made on behalf of former
employees whose employment was terminated before such contributions were
vested are allocated to active participants at the end of each Plan year.
The forfeitures are allocated in proportion to the Company contributions
made to the individual participant accounts during the Plan year.
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.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of net assets available for
benefits at the date of the financial statements and the reported amounts
of changes in net assets available for benefits during the reporting
period. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
Shares and units in investment funds are valued at quoted market prices,
representing the net asset value of the shares or units held by the Plan at
year end.
-5-
Homestake 401(k) Retirement Savings Plan
Notes to Financial Statements
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Participant loans are valued at cost, which approximates market value.
Purchases and sales of securities are recorded on a trade-date basis,
utilizing the average cost method in determining the basis of investments
sold. Interest income is recorded on the accrual basis. Dividends are
recorded on the ex-dividend date.
Withdrawals
Withdrawals of securities from the Homestake Mining Company Common Stock
Fund may be made in cash, common stock, or both, and are reported at market
value. Withdrawals from all other funds, including the Personal Choice
Retirement Account (PCRA), are made in cash.
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 (depreciation) in the fair value of its
investments, which consists of realized gains (losses) and the unrealized
appreciation (depreciation).
3. Risks and Uncertainties
Plan assets are invested in collective trust and mutual funds, and other
investment securities. Investments are exposed to various risks, such as
interest rate, market and credit. Due to the level of risk associated with
certain investments and the level of uncertainty related to changes in the
value of such investments, it is possible that changes in the value of one or
more of such investments in the near term could materially affect
participants' account balances, the amounts reported in the statements of net
assets available for Plan benefits, and the statement of changes in net
assets available for Plan benefits.
A portion of the Plan's assets is invested in the Homestake Mining Company
Common Stock Fund and is, therefore, subject to fluctuations in the market
value of such stock, which is, in turn, impacted by the price of gold.
4. Plan Termination
Although the Company has not expressed any intent to do so, it has the right
under the Plan and subject to applicable law, to discontinue its matching
contributions at any time and to terminate the Plan. 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. Plan Tax Status
The Plan obtained its latest determination letter in April 2001, in which the
Internal Revenue Service stated that the Plan, as then designed, was in
compliance with Sections 401(a) and 401(k) of the Internal Revenue Code. This
determination is subject to the adoption of proposed amendments by the Plan.
Therefore, no provision for income taxes has been included in the Plan's
financial statements.
-6-
Homestake 401(k) Retirement Savings Plan
Notes to Financial Statements
- --------------------------------------------------------------------------------
Participants are not subject to federal income taxes on their pre-tax
contributions, Company matching contributions, or investment earnings
allocated to their accounts until withdrawals are made.
6. Related Party Transactions
Certain Plan investments are units in investment funds managed by the
Trustee. Therefore, these transactions are transactions with parties-in-
interest.
7. Administrative Expenses
Certain administrative expenses of the Plan are paid for by the Company.
8. Investments
Investments at December 31, 2000 and 1999 are comprised of the following:
Value Fair
Number of Per Value
Units Unit (in thousands)
------------- ---------- ---------------
2000
Common/Collective Trusts at fair value:
* Schwab Stable Value Select 186,618 $ 12.87 $ 2,402
* Homestake Mining Company Stock Fund 120,206 4.65 559
----------
2,961
----------
Mutual Funds at fair value:
Schwab MarketTrack Balanced Fund 12,467 14.70 183
Schwab MarketTrack Conservative Fund 5,944 12.83 76
Schwab MarketTrack Growth Fund 14,607 16.15 236
* Schwab S&P 500 Select Fund 111,235 20.37 2,266
* Invesco Total Return Fund 62,400 26.43 1,649
Safeco Growth Fund 8,610 22.33 192
* Scudder Growth & Income 80,571 24.15 1,946
Templeton Institutional Foreign Equity Fund 9,615 16.95 163
PIMCO Total Return Fund 22,801 10.39 237
----------
6,948
----------
Participant loans, at book value (which
approximates fair value) 397
----------
$ 10,306
==========
* Represents 5% or more of the net assets available for benefits.
-7-
Homestake 401(k) Retirement Savings Plan
Notes to Financial Statements
- ------------------------------------------------------------------------------------------------------
Value Fair
Number of Per Value
Units Unit (in thousands)
------------- ---------- ---------------
1999
Common/Collective Trusts at fair value:
* Schwab Stable Value Select 223,908 $ 12.16 $ 2,723
* Homestake Mining Company Stock Fund 77,555 8.60 667
--------
3,390
--------
Mutual Funds at fair value:
Schwab MarketTrack Balanced Fund 4,236 15.46 65
Schwab MarketTrack Conservative Fund 2,788 13.12 37
Schwab MarketTrack Growth Fund 4,744 17.53 83
* Schwab S&P 500 Select Fund 98,604 22.65 2,233
* Invesco Total Return Fund 76,667 28.96 2,220
Safeco Growth Fund 3,013 23.30 70
* Scudder Growth & Income 80,494 26.69 2,148
Templeton Institutional Foreign Equity Fund 2,842 21.53 61
PIMCO Total Return Fund 9,298 9.90 92
--------
7,009
--------
Participant loans, at book value (which 431
--------
approximates fair value)
$ 10,830
========
* Represents 5% or more of the net assets available for benefits.
All earnings on the investment funds are reinvested in and credited to each fund
daily. These earnings include interest, dividends, and net appreciation
(depreciation) in fair value.
The Invesco Total Return Fund seeks reasonably consistent total returns over a
variety of market cycles by investing in a combination of equity securities and
fixed income securities.
The Schwab MarketTrack group of funds are hybrid funds that invest in stocks,
bonds and cash. The Schwab MarketTrack Conservative Fund seeks income and more
growth potential than an all bond fund. The Schwab MarketTrack Balanced Fund
seeks to provide maximum total return including both capital growth and income.
The Schwab MarketTrack Growth Fund seeks high capital growth with less
volatility than an all stock portfolio.
The Homestake Mining Company Stock Fund invests in shares of Homestake Mining
Company.
The Safeco Growth Fund seeks long-term capital growth. The fund normally invests
in common stocks of smaller size companies but may also invest in stocks of
companies of all sizes.
-8-
Homestake 401(k) Retirement Savings Plan
Notes to Financial Statements
- --------------------------------------------------------------------------------
The Scudder Growth & Income Fund seeks long-term capital growth and current
income. The fund invests primarily in dividend-paying common stocks,
preferred stocks, and convertible securities with growth potential.
The Templeton Institutional Foreign Equity Fund seeks long-term capital growth
through a flexible policy of investing in stocks and debt obligations of
companies and governments outside the United States.
The Schwab S&P 500 Select Fund invests in substantially the same stocks in the
same percentage weightings as the Standard & Poor's 500 Composite Stock Price
Index seeking to approximate as closely as practicable the rate of return of
that index.
The PIMCO Total Return Institutional Fund is a broad market bond fund which
invests in a diversified portfolio of fixed income securities with varying
maturities.
The Schwab Stable Value Select Fund invests primarily in guaranteed investment
contracts, synthetic guaranteed investment contracts and U.S. Treasury and
agency securities.
The Personal Choice Retirement Account ("PCRA") is a Schwab individual
brokerage account available under the Plan. This account allows participants
to select a broad range of stocks, bonds or mutual funds. However, certain
investments and securities are not permitted in the PCRA. Plan participants
could allocate up to 25% of their total account balance to the PCRA.
Effective January 1, 2001, this percentage was increased to 50%.
9. Subsequent Event
On June 25, 2001, Barrick Gold Corporation ("Barrick") and Homestake Mining
Company announced that they have agreed to merge. Under the merger agreement,
Barrick will exchange 0.53 of a Barrick share for each of Homestake Mining
Company's 263.3 million outstanding shares. The transaction is subject to
regulatory and Homestake Mining Company shareholders' approval. If approved,
the transaction is expected to be completed by the end of 2001 or early 2002.
-9-
Homestake 401(k) Retirement Savings Plan
Schedule of Assets Held for Investment Purposes
At December 31, 2000
- ----------------------------------------------------------------------------------------------------------------------
(b) Identity of (c) Description of Investment
Issuer, Borrower, (Including Maturity Date, (d) Current
Lessor, or Rate of Interest, Collateral, Value
(a) Similar Party Par or Maturity Value) (in thousands)
- ------ --------------------------------------------- ------------------------------------------ -------------------
* Charles Schwab Investment Management Schwab Stable Value Select Fund
(186,618 units) $ 2,402
* Charles Schwab Investment Management Schwab MarketTrack Balanced
Fund (12,467 units) 183
* Charles Schwab Investment Management Schwab MarketTrack Conservative
Fund (5,944 units) 76
* Charles Schwab Investment Management Schwab MarketTrack Growth Fund
(14,607 units) 236
* Charles Schwab Investment Management Schwab S&P 500 Select Fund
(111,235 units) 2,266
* Charles Schwab Retirement Plan Services, Inc. Homestake Mining Company Stock
Fund (120,206 units) 559
Invesco Invesco Total Return Fund
(62,400 units) 1,649
Safeco Asset Management Safeco Growth Fund (8,610 units) 192
Scudder Kemper Investments Scudder Growth & Income Fund
(80,571 units) 1,946
Templeton Investment Counsel, Inc. Templeton Institutional Foreign Equity
Fund (9,615 units) 163
Pacific Investment Management Company PIMCO Total Return
Institutional Fund (22,801 units) 237
* Participant notes (Repayable over five years unless it is
for purchase of a principal residence which
is repayable over ten years. Rate during
2000 ranged from 8.75% to 10.5%.) 397
---------
$ 10,306
---------
* Represents party-in-interest to Plan
-10-