SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 15, 2002
NEWMONT MINING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-31240 84-1611629
(Commission File No.) (IRS Employer Identification No.)
1700 Lincoln Street
Denver, Colorado 80203
(Address of principal executive offices, including zip code)
(303) 863-7414
(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 16, 2002, Newmont Mining Corporation, a Delaware
corporation ("Newmont"), completed its acquisition of Franco-Nevada Mining
Corporation Limited, a Canadian corporation ("Franco-Nevada"), pursuant to an
Arrangement Agreement, dated as of November 14, 2001 (the "Arrangement
Agreement"), by and between what was then called Newmont Mining Corporation (now
called "Newmont USA Limited"), a Delaware corporation ("Old Newmont"), and
Franco-Nevada. Pursuant to the Arrangement Agreement, each Franco-Nevada common
shareholder is entitled to receive in exchange for each Franco-Nevada common
share either: (i) 0.80 of an exchangeable share (exchangeable for Newmont common
stock) or (ii) 0.80 of a share of Newmont common stock. The Arrangement
Agreement, which is filed as Exhibit 2.1 to this report, is incorporated by
reference.
On February 20, 2002, Newmont, through an direct, wholly owned
limited liability company, acquired control of Normandy Mining Limited, an
Australian corporation ("Normandy"), pursuant to an off-market bid for all of
the outstanding ordinary shares (including shares represented by Normandy ADSs)
in the capital of Normandy. Subject to the terms of the offer, each Normandy
ordinary shareholder who tendered shares received 0.0385 of a share of Newmont
common stock and A$0.50 in exchange for each Normandy ordinary share. In
connection with the offer, Old Newmont entered into three Deeds of Undertaking
with Normandy, two of which are dated as of November 14, 2001 and one of which
is dated as of December 10, 2001 (the "Deeds of Undertaking"). The Deeds of
Undertaking, which are filed as Exhibit 2.2 to this report, are incorporated
by reference.
Old Newmont mailed a bidder's statement to each Normandy shareholder
with a registered address outside the United States and Canada. Old Newmont
mailed an offer document to each Normandy shareholder with a registered address
in the United States or Canada on or about January 11, 2002. Old Newmont also
mailed a definitive proxy statement/prospectus to its stockholders (who, as
described in Item 5 below, became stockholders of Newmont on February 15, 2002)
on or about January 11, 2002. The offer document and definitive proxy
statement/prospectus set forth certain information regarding Newmont's proposed
acquisition of Franco-Nevada and Normandy, including, but not limited to, the
manner of Newmont's acquisition of Franco-Nevada and Normandy; the nature and
amount of consideration offered by Newmont; the nature of any material
relationship between Franco-Nevada or Normandy, on the one hand, and Newmont or
any of Newmont's affiliates, any director or officer of Newmont, or any
associate of any such director or officer, on the other; the sources of the
funds to be used by Newmont; the nature of Franco-Nevada's and Normandy's
businesses; and Newmont's intended use of the Franco-Nevada and Normandy assets
acquired. Excerpts from pages 2, 7-9, 12-14, 48-63, 100-115 and 159-160 of the
offer document, which are filed as Exhibit 20.1 to this report, are incorporated
by reference. Excerpts from pages 1-2, 7-9, 48-49 and 54-71 of the definitive
proxy statement/prospectus, which are filed as Exhibit 20.2 to this report, are
incorporated by reference.
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ITEM 5. OTHER EVENTS.
On February 15, 2002, Delta Acquisitionco Corp., a Delaware
corporation ("Acquisitionco"), merged with and into Old Newmont (the
"Reorganization"), with Old Newmont as the surviving corporation, pursuant to an
Agreement and Plan of Merger, dated as of January 8, 2002 (the "Merger
Agreement"), by and among Old Newmont, Delta Holdco Corp. (now called "Newmont
Mining Corporation"), a Delaware corporation and, prior to the Reorganization, a
direct, wholly owned subsidiary of Old Newmont ("New Newmont"), and
Acquisitionco, which was a direct, wholly owned subsidiary of New Newmont prior
to the Reorganization. As a result of the Reorganization, Old Newmont became a
direct, wholly owned subsidiary of New Newmont.
Pursuant to the Merger Agreement, (1) each issued and outstanding
share of Old Newmont common stock was converted into one share of New Newmont
common stock, (2) each issued and outstanding share of Old Newmont $3.25
convertible preferred stock was converted into one share of New Newmont $3.25
voting convertible preferred stock, (3) each share of New Newmont common stock
issued and held by Old Newmont ceased to be outstanding and was cancelled and
retired and (4) each issued and outstanding share of Acquisitionco common stock
was converted into one share of Old Newmont common stock. The Merger Agreement,
which is filed as Exhibit 2.3 to this report, is incorporated by reference.
Upon completion of the Reorganization, New Newmont became the
successor registrant for U.S. securities law purposes to Old Newmont. New
Newmont common stock commenced trading on the New York Stock Exchange (the
"NYSE") on February 19, 2002, while Old Newmont common stock ceased to trade on
the NYSE on February 15, 2002. In addition, in connection with the
Reorganization, New Newmont was renamed "Newmont Mining Corporation" and Old
Newmont was renamed "Newmont USA Limited".
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Franco-Nevada Mining Corporation Limited
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The (i) audited consolidated balance sheets of Franco-Nevada as at
March 31, 2001 and 2000; (ii) audited consolidated statements of
earnings, retained earnings and cash flows of Franco-Nevada for the
years ended March 31, 2001, 2000 and 1999; (iii) unaudited
consolidated balance sheets of Franco-Nevada as at September 30,
2001; (iv) unaudited consolidated statements of earnings, retained
earnings and cash flows of Franco-Nevada for the six months ended
September 30, 2001 and 2000; and (v) accompanying notes to the
consolidated financial statements of Franco-Nevada, are filed as
Exhibit 20.3 to this report and are incorporated by reference.
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Normandy Mining Limited
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The (i) audited consolidated statements of financial performance of
Normandy for the years ended June 30, 2001 and 2000; (ii) audited
consolidated statements of financial position of Normandy as at June
30, 2001 and 2000; (iii) audited consolidated statements of cash
flows of Normandy for the years ended June 30, 2001 and 2000; and
(iv) accompanying notes to the consolidated financial statements of
Normandy, are filed as Exhibit 20.4 to this report and are
incorporated by reference.
The half-yearly report of Normandy for the half-year ended December
31, 2001 is filed as Exhibit 20.5 to this report and is incorporated
by reference.
(b) PRO FORMA FINANCIAL INFORMATION.
Pursuant to the instructions to Item 7(b)(2) of Form 8-K, pro forma
financial information relative to the acquired Franco-Nevada and
Normandy businesses has not been included in this report, but will
be filed by amendment not later than 60 days after the date that
this report was required to be filed.
(c) EXHIBITS.
2.1 Arrangement Agreement, dated as of November 14, 2001, by and
between Franco-Nevada Mining Corporation Limited and Newmont
Mining Corporation (now called "Newmont USA Limited").
2.2 Deeds of Undertaking, dated as of November 14, 2001, November
14, 2001 and December 10, 2001, by and between Newmont Mining
Corporation (now called "Newmont USA Limited") and Normandy
Mining Limited.
2.3 Agreement and Plan of Merger, dated as of January 8, 2002, by
and among Newmont Mining Corporation (now called "Newmont USA
Limited"), Delta Holdco Corp. (now called "Newmont Mining
Corporation") and Delta Acquisitionco Corp.
20.1 Excerpts from pages 2, 7-9, 12-14, 48-63, 100-115 and 159-160
of the offer document, which was first mailed to shareholders
of Normandy Mining Limited on January 11, 2002.
20.2 Excerpts from pages 1-2, 7-9, 48-49 and 54-71 of the
definitive proxy statement/prospectus, which was first mailed
to stockholders of Newmont Mining Corporation on January 11,
2002.
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20.3 Audited annual financial statements and unaudited interim
financial statements of Franco-Nevada Mining Corporation
Limited, excerpted from pages E-8 through E-27 of Annex E to
the definitive proxy statement/prospectus, which was first
mailed to stockholders of Newmont Mining Corporation on
January 11, 2002.
20.4 Audited annual financial statements of Normandy Mining
Limited, excerpted from pages D-12 through D-67 of Annex D to
the definitive proxy statement/prospectus, which was first
mailed to stockholders of Newmont Mining Corporation on
January 11, 2002, and Independent Audit Report.
20.5 Half-yearly report of Normandy Mining Limited for the
half-year ended December 31, 2001.
23.1 Consent of PricewaterhouseCoopers LLP, dated March 1,
2002.
23.2 Consent of Deloitte Touche Tohmatsu, dated March 1, 2002.
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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 hereunto duly authorized.
Dated: February 28, 2002
NEWMONT MINING CORPORATION
By: /s/ Britt D. Banks
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Name: Britt D. Banks
Title: Vice President, General Counsel
and Secretary
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EXHIBIT LIST
Exhibit Description
No. -----------
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2.1 Arrangement Agreement, dated as of November 14, 2001, by and
between Franco-Nevada Mining Corporation Limited and Newmont Mining
Corporation (now called "Newmont USA Limited").
2.2 Deeds of Undertaking, dated as of November 14, 2001, November 14,
2001 and December 10, 2001, by and between Newmont Mining
Corporation (now called "Newmont USA Limited") and Normandy Mining
Limited.
2.3 Agreement and Plan of Merger, dated as of January 8, 2002, by and
among Newmont Mining Corporation (now called "Newmont USA
Limited"), Delta Holdco Corp. (now called "Newmont Mining
Corporation") and Delta Acquisitionco Corp.
20.1 Excerpts from pages 2, 7-9, 12-14, 48-63, 100-115 and 159-160 of
the offer document, which was first mailed to shareholders of
Normandy Mining Limited on January 11, 2002.
20.2 Excerpts from pages 1-2, 7-9, 48-49 and 54-71 of the definitive
proxy statement/prospectus, which was first mailed to stockholders
of Newmont Mining Corporation on January 11, 2002.
20.3 Audited annual financial statements and unaudited interim financial
statements of Franco-Nevada Mining Corporation Limited, excerpted
from pages E-8 through E-27 of Annex E to the definitive proxy
statement/prospectus, which was first mailed to stockholders of
Newmont Mining Corporation on January 11, 2002.
20.4 Audited annual financial statements of Normandy Mining Limited,
excerpted from pages D-12 through D-67 of Annex D to the definitive
proxy statement/prospectus, which was first mailed to stockholders
of Newmont Mining Corporation on January 11, 2002, and Independent
Audit Report.
20.5 Half-yearly report of Normandy Mining Limited for the half-year
ended December 31, 2001.
23.1 Consent of PricewaterhouseCoopers LLP, dated March 1, 2002.
23.2 Consent of Deloitte Touche Tohmatsu, dated March 1, 2002.
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