As filed with the Securities and Exchange Commission on April 16, 2002
Registration No. 333-50516
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 5 ON FORM S-3 TO FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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NEWMONT MINING CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware 1700 Lincoln Street 84-1611629
(State or other Denver, Colorado 80203 (I.R.S. Employer
jurisdiction of (303) 863-7414 Identification No.)
incorporation or (Address of principal
organization) executive offices)
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Britt D. Banks, Esq.
Newmont Mining Corporation
1700 Lincoln Street
Denver, Colorado 80203
(303) 863-7414
(Name, address and telephone number,
including area code, of agent for service)
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Copies to:
Maureen Brundage, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200
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This constitutes Post-Effective Amendment No. 5 to Registration Statement No.
333-50516. This statement is made pursuant to Rule 414(d) of the Securities Act
of 1933, as amended.
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On February 15, 2002, Delta Acquisitionco Corp., at the time a direct
wholly owned subsidiary of Delta Holdco Corp. ("Holdco") and an indirect wholly
owned subsidiary of Newmont Mining Corporation ("Old Newmont"), was merged into
Old Newmont (the "Reorganization"), with Old Newmont being the surviving
corporation. As a result of the Reorganization, Old Newmont became a wholly
owned subsidiary of Holdco. In connection with the Reorganization, Holdco
changed its name to "Newmont Mining Corporation" and Old Newmont changed its
name to "Newmont USA Limited". Pursuant to the Reorganization, shares of Old
Newmont common stock were exchanged for shares of common stock of Holdco.
Pursuant to Rule 414(d) under the Securities Act of 1933, as amended
(the "Securities Act"), Holdco hereby expressly adopts as its own, for all
purposes of the Securities Act and the Securities Exchange Act of 1934, as
amended, the Registration Statement on Form S-3 (No. 333-50516) previously filed
by Old Newmont. Accordingly, the securities to be issued under that Registration
Statement shall be securities of Holdco.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Post-Effective Amendment No. 5 on Form S-3
to Form S-4 and has duly caused this Post-Effective Amendment No. 5 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Denver, State of Colorado, on the 16th day of April, 2002.
NEWMONT MINING CORPORATION
By /s/Britt D. Banks
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Name: Britt D. Banks
Title: Vice President, General Counsel
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 5 has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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Glen A. Barton Director April 16, 2002
*
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Vincent A. Calarco Director April 16, 2002
*
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Ronald C. Cambre Director April 16, 2002
*
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James T. Curry, Jr. Director April 16, 2002
*
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Joseph P. Flannery Director April 16, 2002
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Leo I. Higdon, Jr. Director April 16, 2002
*
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M. Craig Haase Director April 16, 2002
*
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Michael S. Hamson Director April 16, 2002
*
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Pierre Lassonde Director April 16, 2002
*
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Robert J. Miller Director April 16, 2002
* Chairman of the Board
---------------------- and Chief Executive
Wayne W. Murdy Officer
(Principal Executive
Officer) April 16, 2002
*
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Robin A. Plumbridge Director April 16, 2002
*
----------------------
John B. Prescott Director April 16, 2002
*
----------------------
Moeen A. Qureshi Director April 16, 2002
*
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Michael K. Reilly Director April 16, 2002
*
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Seymour Schulich Director April 16, 2002
*
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James V. Taranik Director April 16, 2002
/s/Bruce D. Hansen Senior Vice President
---------------------- and Chief Financial
Bruce D. Hansen Officer
(Principal Financial
Officer) April 16, 2002
/s/Linda K. Wheeler Vice President and
---------------------- Controller
Linda K. Wheeler (Principal Accounting
Officer) April 16, 2002
*By /s/Britt D. Banks
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Britt D. Banks,
as Attorney-in-fact