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): March 22, 2005
NEWMONT MINING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 001-1153 13-2526632
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1700 Lincoln Street
Denver, Colorado 80203
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 863-7414
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On March 22, 2005, Newmont Mining Corporation (the "Company") closed its sale of
$600,000,000 aggregate principal amount of its 5.875% Notes due 2035 (the
"Notes") pursuant to an Underwriting Agreement and a Terms Agreement, both dated
March 17, 2005, and both among the Company, Newmont USA Limited ("Newmont USA"),
as guarantor, and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc.,
as representatives of the several Underwriters named in Schedule I to such Terms
Agreement. The Notes were issued pursuant to an Indenture, dated as of March 22,
2005, among the Company, Newmont USA and Citibank, N.A., as Trustee. Interest on
the Notes is payable semi-annually on April 1 and October 1 of each year,
beginning on October 1, 2005. The Notes have been registered under the
Securities Act of 1933 (the "Act") pursuant to a registration statement on Form
S-3 (File No. 333-112142) previously filed with the Securities and Exchange
Commission under the Act.
The aggregate net proceeds received by the Company from the sale of the Notes
were approximately $591.6 million, after deducting the underwriting discount and
offering expenses. The Company intends to use the net proceeds to fund capital
investments, including a potential 200-megawatt power plant in Nevada, and for
other general corporate purposes. Pending such use, the net proceeds will be
invested in short-term, interest-bearing securities. The Notes are the Company's
unsecured obligations and will rank equally with all of its current and future
unsecured and unsubordinated indebtedness.
The Underwriting Agreement (which includes the Terms Agreement in Annex I
thereto), the Indenture and the Form of the Note, are filed hereto as Exhibits
1.1, 4.1 and 4.2, respectively.
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
The following exhibits are being filed herewith:
Exhibit No. Exhibit
----------- -------
1.1 Underwriting Agreement, dated as of March 17, 2005, among Newmont
Mining Corporation, Newmont USA Limited, Citigroup Capital
Markets Inc. and J.P. Morgan Securities Inc.
4.1 Indenture, dated as of March 22, 2005, among Newmont Mining
Corporation, Newmont USA Limited and Citibank, N.A.
4.2 Form of the 5.875% Note due 2035.
SIGNATURES
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: March 22, 2005
NEWMONT MINING CORPORATION
By: /s/ Bruce D. Hansen
--------------------------------------
Name: Bruce D. Hansen
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Exhibit
1.1 Underwriting Agreement, dated as of March 17, 2005, among Newmont
Mining Corporation, Newmont USA Limited, Citigroup Capital
Markets Inc. and J.P. Morgan Securities Inc.
4.1 Indenture, dated as of March 22, 2005, among Newmont Mining
Corporation, Newmont USA Limited and Citibank, N.A.
4.2 Form of the 5.875% Note due 2035.