UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NEWMONT MINING CORPORATION
(FORMERLY KNOWN AS DELTA HOLDCO CORP.)
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 84-1611629
(State of Incorporation or Organization) (IRS Employer
Identification Number)
1700 LINCOLN STREET
DENVER, COLORADO 80203
(Address of Principal Executive Offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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PREFERRED SHARE PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box: [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box: [ ]
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES:
N/A
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On January 30, 2002, the Board of Directors of our Company, Newmont Mining
Corporation, a Delaware corporation, declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of common stock, par value
$1.60 per share. The dividend is payable on February 15, 2002 to the
stockholders of record on February 15, 2002.
Our Board has adopted this Rights Agreement to protect stockholders from
coercive or otherwise unfair takeover tactics. In general terms, it works by
imposing a significant penalty upon any person or group which acquires 15% or
more of our outstanding common stock without the approval of our Board. The
Rights Agreement should not interfere with any merger or other business
combination approved by our Board.
For those interested in the specific terms of the Rights Agreement, dated
as of February 13, 2002 between our Company and Mellon Investor Services LLC, as
the Rights Agent, we provide the following summary description. Please note,
however, that this description is only a summary, and is not complete, and
should be read together with the entire Rights Agreement, which is incorporated
herein by reference and has been filed as Exhibit 4.1 to this Form 8-A.
THE RIGHTS. Our Board authorized the issuance of a Right with respect to each
share of common stock outstanding on February 15, 2002. The Rights will
initially trade with, and will be inseparable from, the shares of common stock.
The Rights are evidenced only by certificates that represent shares of common
stock. New Rights will accompany any new shares of common stock we issue after
February 15, 2002 until the Distribution Date described below.
EXERCISE PRICE. Each Right will allow its holder to purchase from our Company
one one-thousandth of a share of Series A Junior Participating Preferred Stock
("Preferred Share") for $100, once the Rights become exercisable. This portion
of a Preferred Share will give the stockholder approximately the same dividend,
voting, and liquidation rights as would one share of common stock. Prior to
exercise, the Right does not give its holder any dividend, voting, or
liquidation rights.
EXERCISABILITY. The Rights will not be exercisable until:
o 10 days after the public announcement that a person or group
has become an "Acquiring Person" by obtaining beneficial
ownership of 15% or more of our outstanding common stock,
or, if earlier,
o 10 business days (or a later date determined by our Board
before any person or group becomes an Acquiring Person)
after a person or group begins a tender or exchange offer
which, if completed, would result in that person or group
becoming an Acquiring Person.
We refer to the date when the Rights become exercisable as the
"Distribution Date." Until that date, the common stock certificates will also
evidence the Rights, and any transfer of shares of common stock will constitute
a transfer of Rights. After that date, the Rights will separate from the common
stock and be evidenced by book-entry credits or by Rights certificates
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that we will mail to all eligible holders of common stock. Any Rights held by an
Acquiring Person are void and may not be exercised.
Our Board may reduce the threshold at which a person or group becomes an
Acquiring Person from 15% to not less than 10% of the outstanding common stock.
CONSEQUENCES OF A PERSON OR GROUP BECOMING AN ACQUIRING PERSON.
o FLIP IN. If a person or group becomes an Acquiring Person, all holders
of Rights except the Acquiring Person may, for $100, purchase shares
of our common stock with a market value of $200, based on the market
price of the common stock prior to such acquisition.
o FLIP OVER. If our Company is later acquired in a merger or similar
transaction after the Rights Distribution Date, all holders of Rights
except the Acquiring Person may, for $100, purchase shares of the
acquiring corporation with a market value of $200 based on the market
price of the acquiring corporation's stock, prior to such merger.
PREFERRED SHARE PROVISIONS.
Each one one-thousandth of a Preferred Share, if issued:
o will not be redeemable.
o will entitle holders to quarterly dividend payments of $0.001 per
share, or an amount equal to the dividend paid on one share of common
stock, whichever is greater.
o will entitle holders upon liquidation either to receive $1 per share
or an amount equal to the payment made on one share of common stock,
whichever is greater.
o will have the same voting power as one share of common stock.
o if shares of our common stock are exchanged via merger, consolidation,
or a similar transaction, will entitle holders to a per share payment
equal to the payment made on one share of common stock.
The value of one one-thousandth interest in a Preferred Share should approximate
the value of one share of common stock.
EXPIRATION. The Rights will expire on February 13, 2012.
REDEMPTION. Our Board may redeem the Rights for $0.001 per Right at any time
before any person or group becomes an Acquiring Person. If our Board redeems any
Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only
right of the holders of Rights will be to receive the redemption price of $0.001
per Right. The redemption price will be adjusted, if we have a stock split or
stock dividends of our common stock.
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EXCHANGE. After a person or group becomes an Acquiring Person, but before an
Acquiring Person owns 50% or more of our outstanding common stock, our Board may
extinguish the Rights by exchanging one share of common stock or an equivalent
security for each Right, other than Rights held by the Acquiring Person.
ANTI-DILUTION PROVISIONS. Our Board may adjust the purchase price of the
Preferred Shares, the number of Preferred Shares issuable and the number of
outstanding Rights to prevent dilution that may occur from a stock dividend, a
stock split, a reclassification of the Preferred Shares or common stock. No
adjustments to the Exercise Price of less than 1% will be made.
AMENDMENTS. The terms of the Rights Agreement may be amended by our Board
without the consent of the holders of the Rights. However, our Board may not
amend the Rights Agreement to lower the threshold at which a person or group
becomes an Acquiring Person to below 10% of our outstanding common stock. In
addition, the Board may not cause a person or group to become an Acquiring
Person by lowering this threshold below the percentage interest that such person
or group already owns. After a person or group becomes an Acquiring Person, our
Board may not amend the agreement in a way that adversely affects holders of the
Rights.
ITEM 2. EXHIBITS.
3.1 Certificate of Designations of Series A Junior Participating Preferred
Stock of Registrant.*
4.1 Rights Agreement, dated as of February 13, 2002, between the
Registrant and Mellon Investor Services LLC (which includes the form of
Certificate of Designations of Series A Junior Preferred Stock of the
Company as Exhibit A, the form of Right Certificate as Exhibit B and the
Summary of Rights to Purchase Preferred Shares as Exhibit C).*
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*Filed herewith.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: February 15, 2002
NEWMONT MINING CORPORATION
(formerly known as Delta Holdco Corp.)
By /s/ Britt D. Banks
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Britt D. Banks
Vice President, General Counsel
and Secretary
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EXHIBIT INDEX.
3.1 Certificate of Designations of Series A Junior Participating Preferred
Stock of Registrant.*
4.1 Rights Agreement, dated as of February 13, 2002, between the
Registrant and Mellon Investor Services LLC (which includes the form of
Certificate of Designations of Series A Junior Preferred Stock of the
Company as Exhibit A, the form of Right Certificate as Exhibit B and the
Summary of Rights to Purchase Preferred Shares as Exhibit C).*
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*Filed herewith.
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