SEC Info - Homestake Mining Co/DE - ‘DEFA14A’ on 1/26/98

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Homestake Mining Co/DE – ‘DEFA14A’ on 1/26/98

As of: Monday, 1/26/98 · Accession #: 950149-98-101 · File #: 1-08736

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/26/98  Homestake Mining Co/DE            DEFA14A                1:17K                                    Bowne - San Francisco/FA

Additional Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFA14A     Definitive Additional Materials                       43     34K 

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SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT 

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES 
EXCHANGE ACT OF 1934 (AMENDMENT NO.           ) 

Filed by the Registrant  [X]                                                    
Filed by a Party other than the Registrant  [ ]                                 

Check the appropriate box:                                                      

[ ]  Preliminary Proxy Statement            [ ]  Confidential. For Use of the   
                                               Commission Only (as permitted
                                      by Rule 14a-6(e)(2))
[ ]  Definitive Proxy Statement                                                 

[X]  Definitive Additional Materials                                            

[ ]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12              

HOMESTAKE MINING COMPANY
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

[X]   No fee required.                                                

[ ]   Fee computed on table below per Exchange Act Rules 14a-6(i)(1)  
and 0-11.                                                 

(1) Title of each class of securities to which transaction applies:   

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(2) Aggregate number of securities to which transaction applies:      

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(3) Per unit price or other underlying value of transaction computed  
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):                                 

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(4) Proposed maximum aggregate value of transaction:                  

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(5) Total fee paid:                                                   

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[ ]   Fee paid previously with preliminary materials:                 

--------------------------------------------------------------------------------

  [ ]   Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was    
paid previously. Identify the previous filing by registration statement number, 
or the form or schedule and the date of its filing.                             

(1) Amount previously paid:                                           

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(2) Form, Schedule or Registration Statement No.:                     

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(3) Filing Party:                                                     

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(4) Date Filed:                                                       

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HOMESTAKE & PLUTONIC                                                            
Plutonic Resources Limited                                                      
January 1998                                                                    

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    Statements in this presentation regarding future or estimated reserves
and other mineralization; projected quantities and periods of future production;
production rates; production, capital and other costs; and other estimates of   
future results or activity are forward looking statements that involve risks and
uncertainties that could cause actual results to differ from estimated results. 
Actual results could differ materially depending on political events, labor     
relations, currency fluctuations and other general economic conditions, market  
prices for the Company's products, timing of permits and other government       
approvals and requirements, changes in expected operating conditions, lower than
expected ore grades, unexpected ground and mining conditions, availability and  
cost of materials and equipment, and risks generally inherent in the ownership  
and operation of mining properties and investments in foreign countries. See the
Company's Preliminary Proxy Statement filed with the Securities and Exchange    
Commission on January 26, 1998, "CAUTIONARY STATEMENTS," for a more detailed    
discussion of factors that may impact on expected future results.               

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Corporate Strategy                                                              

-   Long Term View of the Gold Industry and Pursue Value Adding Growth by       
Exploration and/or Acquisition to Achieve:                              

-   Lower cash cost                                                     

-   Improved growth profile                                             

-   Improved exploration acreage                                        

-   Allowance in application of mining and metallurgical expertise      

-   Plutonic Fits This Criteria                                                 

-   Homestake Will Continue to Monitor Acquisition Opportunities in North       
America and Around the World As They Arise                              

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Transaction Background                                                          

-   Homestake Approached MMC in April 1997 Regarding a Combination Involving    
Plutonic                                                                

-   Homestake Revisited MMC in September and November 1997 Following the Decline
in the Gold Price                                                       

-   Merger Agreement was Signed on December 21, 1997                            

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Transaction Summary                                                             

Corporate Name:               Homestake Mining Company                          

Structure:                    Pooling of Interests/Scheme of Arrangement        

Terms:                        0.34 Homestake Share for Each Share of Plutonic   

            Fixed Exchange Ratio - No Collar

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Transaction Summary                                                             

Current Value:                A $4.57 per Plutonic Share                        

Premium:                      63% to December 19, 1997 Closing Price            

Expected Closing:             By April/May 1998                                 

Recommendation:               Unanimously Approved by Directors of Both         
Companies           

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Due Diligence                                                                   

-   Homestake has undertaken extensive due diligence on Plutonic's assets having
examined:                                                               

-   Geological data                                                     

-   Metallurgical data                                                  

-   Mine sites                                                          

-   Budgets and mine plans                                              

-   Homestake is satisfied with the quality of the assets, including its ability
to meet:                                                                

-   Future production rates                                             

-   Cash cost reductions                                                

-   Conversion of mineralized material into reserves                    

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Why Now?                                                                        

-   Valuable Assets for Attractive Price                                        

-   Similar to 1992 International Corona Acquisition                    

-   Improves Homestake Growth Profile, Lowers Cash Production Costs and Is      
Immediately Accretive to Homestake Shareholders                         

-   Currency/Share Market Movements Allow Favorable Terms for Plutonic          
Shareholders                                                            

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Why Now?                                                                        
[Graph of US-Australian Dollar Exchange Rates from January to December 1997]    

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Why Now?                                                                        
[Graph of Australian Stock Exchange Gold Index from January to December 1997]   

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Why Now?                                                                        

[Graph of Plutonic and Homestake Share Prices in US Dollars from January 2 to   
December 18, 1997]                                                              

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Why Now?                                                                        

[Graph of Historical Homestake/Plutonic Share Exchange Ratio from August 1985   
through December 1997]                                                          

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Homestake & Plutonic                                                            

IDEAL ACQUISITION:                                                              

-   Lower Cash Cost Per Ounce                                                   

-   Potential for Reserve/Production Growth                                     

-   Attractive Exploration Portfolio                                            

-   Synergies in Mining Skills and G&A Savings                                  

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Homestake & Plutonic                                                            

-   Creates Third Largest North American Based Gold Producer                    

-   Australian Operations Second Largest in that Country With Approximately 1   
Million Ounces of Annual Production                                     

-   Lower Cash Operating Costs                                                  

-   Young, High Quality, Long-Life Assets with Low Political Risk               

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Homestake & Plutonic                                                            

[Graph of Annual Gold Production (in Millions of Ounces) from 1975 through 1999]

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Homestake & Plutonic                                                            

5 Year Impact:  1998 - 2002                                                     
-       Plutonic to Contribute Two of the Top Eight Mines in Homestake          
Homestake & Plutonic                                                            
Gold Production: 11.5 Million Ounces at $227 per Ounce                          
[Pie Chart Showing Percentage of Production from Each Mine                      
Super Pit 13%                                                                   
Plutonic 14%                                                                    
Darlot/Centenary 6%                                                             
Homestake 11%                                                                   
Round Mountain 5%                                                               
Other 21%                                                                       
McLaughlin 4%                                                                   
Williams 8%                                                                     
Eskay Creek 17%]                                                                

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Low Political Risk Profile*                                                     
[Pie Chart Showing Location of Production by Country                            
U.S. 32%                                                                        
Australia 53%                                                                   
Canada 14%                                                                      
Other 1%]                                                                       
*       Based on Reserves and Mineralized Material                              

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Ranking of North American Gold Producers                                        
Ranking by Gold Production                                                      
[Bar Chart of Production                                                        
Newmont*                                                                        
Barrick*                                                                        
Homestake & Plutonic                                                            
Placer Dome*                                                                    
Homestake]                                                                      
*       Based on information compiled by Homestake                              

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Homestake Cost Reductions                                                       
Total Cash Cost Per Ounce of Gold                                               
[Graph of Total Cash Cost Per Ounce from 1981 to 1997]                          

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World Cost Curve                                                                
Western World Cash Cost for Gold Production                                     
[Graph of Western World Cash Cost for Gold Production for 1986 and 1996, showing
Homestake position in 1986 and 1997, Darlot mine and Plutonic mine]             

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5 Year Impact:  1998 - 2002                                                     

                                                                [Download Table]

                              Homestake      Homestake      Percent
                               Alone         & Plutonic     Change 
                              ---------      ----------     -------
                                                                   

Gold Production -                                                  
  Million Ounces               8.91            11.5           25%  

Cash Cost - US                                                     
  Dollars Per Ounce            $237            $227          (4%)  

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Key Facts                                                                       

-   Increases Reserves & Mineralized Material by 30%                            

-   Strong Exploration Potential at Existing Mines                              

-   Adds 6,000 Square Miles (15,000 Square Kilometers) of Mineral Lands         

-   Mostly in Yilgarn Where 30 Million Ounces Have Been Found in Recent 
Years                                                           

-   Key Plutonic Tenements are Free of Native Title Issues              

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Financial Rationale                                                             

-   Immediately Accretive to Earnings Per Share                                 

-   Immediately Accretive to Cash Flow Per Share                                

-   $20 Million in Annual G & A, Exploration Synergies                          

STRONGER/LOWER COST COMPANY                                                     

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Homestake & Plutonic                                                            

-   Plutonic Ends Up With 30% of New Company But Contributes More Over Next Five
Years:                                                                  

-   73% of Earnings                                                     

-   38% of Cash Flow From Operations                                    

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Plutonic Shareholders                                                           

-   Attractive Premium to Plutonic's Historical Average Stock Price             

-   Sizable Premium to December 21, 1997 Price                                  

-   Provides North American Premiums to Australian Assets                       

-   Logical Step in Consolidating Industry                                      

-   Will own 30% of top tier international gold company                 

-   Access to Homestake's wider operational skills                      

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Is Price Too High?                                                              

-   High Premium a Short Term Phenomenon                                        

-   Premium to Historical Average Share Price Ratio                             

-   47% for 12 months prior to offer                                    

-   30% for 36 months prior to offer                                    

-   Paying Only $65 Per Ounce for Low Production Cost Reserves and Mineralized  
Material                                                                

-   Quality Assets                                                      

-   Lots of Exploration Potential                                       

-   Strongly Accretive to Earnings and Cash Flow Per Share                      

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Transaction Premiums                                                            

                                                                [Download Table]

                                       ENTERPRISE VALUE TO          
                            ----------------------------------------
                                           Reserves &        Latest 
                              Total       Mineralized      12 Months
                            Reserves       Material       Production
                            --------      -----------     ----------
                                       (US $ Per Ounce)             
                                                                    

*Comparable Gold                                                    
 Company Transactions                                               
  US Median                   $213           $154           $3,095  
  Australian Median            204             63            1,437  

*Plutonic At Offer                                                  
 Price of A $5.20              226             65            1,376  

 Plutonic at Offer (A$)                                             
  A$4.75                       209             58            1,275  
  A$4.50                       200             55            1,218  
  A$4.25                       191             53            1,162  
  A$4.00                       182             50            1,105  

* From SBC Warburg Dillon Reed Report.                                          

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Transaction Premiums                                                            

                                                                [Download Table]

                                       BID PREMIUM BASED ON         
                            ----------------------------------------
                              1 Day        6 Months        12 Months
                              Prior          Prior           Prior  
                            --------      -----------     ----------
                                                                    

Comparable Gold                                                     
Company Transactions                                                
 US Median                    31%            57%             63%    
 Australian Median            26%            43%             20%    

Plutonic At Offer                                                   
Price of A$5.20               86%             4%            (25%)   

Plutonic at Offer (A$)                                              
 A$4.75                       70%            (5%)           (31%)   
 A$4.50                       61%           (10%)           (35%)   
 A$4.25                       52%           (15%)           (39%)   
 A$4.00                       43%           (20%)           (42%)   

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Pricing of Acquisition                                                          
-       Quality Assets                                                          
-       Value Enhancement Cost Savings and Application of Homestake's Mining    
and Metallurgical Expertise                                     
-       Historical Share Exchange Ratio                                         
-       Favorable Arbitrage between Australia and North America                 
-       Secured Unanimous Agreement From the Board of Plutonic                  

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Plutonic Locations                                                              
[Map of Australia]                                                              

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Western Australian Gold Province                                                
[Map of Western Australia Showing Location of Plutonic Mines]                   

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Plutonic Mine                                                                   
-       An Outstanding, High-Quality, Long Life Mine                            
-       320,000 Ounces of Production at Cash Cost of $195 Per Ounce             
-       Substantial Exploration Upside                                          
-      Reserves:            1,127,600 Ounces                    
-      Mineralized Material:28,520,000 tons at 0.217 oz/ton     

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Plutonic Mine                                                                   
Area 54                                                                         
Estimated                                         
True Width    Grade                               
(m)          (g/t Au)                             
4.0             7.9                               
3.0            10.3                               
1.5             3.9                               
5.0            13.9                               
5.0             8.5                               
2.0             6.3                               
1.9             3.1                               
7.8            22.2                               
6.0            18.5                               
5.5            17.2                               
4.0            35.3                               
Weighted                                                                        
Average        4.1            15.7                                              
[Map of Zone 125 and Area 54]                                                   

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Darlot/Centenary                                                                

-   Centenary Is One of the Best Australian Discoveries of Decade               

-   Large, high quality, high grade deposit                             

-   Discovered in 1996 next to Darlot Mine                              

-   High potential to expand in size                                    

-   Low Cost Underground Operations                                             

-   $175 per ounce cash production forecast by 1999                     

Reserves:                1,565,000 Ounces                   
Mineralized Material:    3,244,000 tons                     
     at 0.206 oz/ton

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Darlot/Centenary                                                                
Centenary Project                                                               
[Map of Centenary Project]                                                      

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Centenary Deposit Drill Plan                                                    
[Map of Drill Holes]                                                            

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Synergies                                                                       

-   Homestake's 30 Plus Years' Operating Presence in Australia                  

-   Kalgoorlie Super Pit                                                        

-   Mining and Processing Experience                                            

   -   Homestake can use underground technology and expertise to capitalize on
Plutonic, Darlot/Centenary and new sites                        

-   Apply Homestake's technical refractory ore processing experience to 
similar challenges at Plutonic sites                            

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Synergies                                                                       

-   Strengthens Homestake's Capabilities in Australia                           

-   Will expand operations group in Perth                               

-   Leverage complementary technological expertise                      

-   Plutonic's highly successful exploration team                       

-   Achieve Over $20 Million in Annual Cost Savings By End of 1998              

-   Will close corporate office and consolidate in Perth                

-   Reduction in exploration expenditures from elimination of           
redundant/duplicate functions and general reduction in budget   

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Attractive Exploration Opportunities                                            

-   Homestake Will Have a Large Number of Attractive Exploration Prospects in   
Western Australia                                                       

-   Australia's most prolific gold province where Plutonic and Homestake
have significant operations and experience                      

  -   Will allow shift from grassroots emphasis to more advanced projects in
Plutonic's portfolio                                            

-   Exploration Potential at Existing Operations                                

-   Finding cost in recent years around US$10/oz                        

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Homestake & Plutonic                                                            

-   Larger, Stronger Company                                                    

-   Accretive                                                                   

-   Synergies/Operations                                                        

-   Exploration Potential                                                       

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CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT. This   
document contains forward looking statements that are based on management's     
expectations and assumptions. They include statements preceded by the words     
"believe," "estimate," "expect," "intend," "will," and similar expressions, and 
estimates of reserves, future production and mine life, costs per ounce,        
reclamation and remediation costs, dates of construction completion, costs of   
capital projects and commencement of operations, exploration costs, and taxes.  
Actual results may differ materially from expectations.                         

Among the important factors that could cause actual results to differ materially
are the following. Reserve estimation is an interpretive process based on       
drilling results and past experience as well as estimates of ore characteristics
and mining dilution, prices, costs of mining and processing, capital            
expenditures and many other factors. Actual quality and characteristics of ore  
deposits cannot be known until ore is actually mined. Reserves change over time 
to reflect actual experience. Grades of ore processed at any time may also vary 
from reserve estimates due to geologic variations within areas mined. Production
and mine lives may vary from estimates for particular properties and for the    
Company as a whole because of changes in reserves, variation in ore mined from  
estimated grade and metallurgical characteristics, unexpected ground conditions,
mining dilution, labor actions, and government restrictions. Cash costs may vary
due to changes from reserve and production estimates, unexpected mining         
conditions, and changes in estimated costs of equipment, supplies, utilities,   
labor costs and exchange rates. Noncash cost estimates, based on total capital  
costs and reserve estimates, change based on actual amounts of unamortized      
capital and changes in reserves. Cost savings estimates are based on expected   
ability to eliminate duplicative expenses, anticipated reduction in             
administrative facilities and relocation of certain personnel. Actual cost      
savings may be lower than estimated and realization of savings may be lower than
expected.                                                                       

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HOMESTAKE & PLUTONIC                                                            
Plutonic Resources Limited                                                      
January 1998

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEFA14A’ Filing	Date	First	Last	Other Filings

Filed on:	1/26/98	3		PREM14A
	12/21/97	5	26
	12/19/97	7
	12/18/97	12		8-K
				List all Filings

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Filing Submission 0000950149-98-000101 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Homestake Mining Co/DE – ‘DEFA14A’ on 1/26/98

As of: Monday, 1/26/98 · Accession #: 950149-98-101 · File #: 1-08736

Previous ‘DEFA14A’: ‘DEFA14A’ on 3/7/97 · Next: ‘DEFA14A’ on 3/3/98 · Latest: ‘DEFA14A’ on 11/13/01

Additional Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Additional Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents