MAGMA <MGCPV> STOCK TRANSFERABILITY LIMITED
Newmont Mining Corp <NEM> said Magma
Copper Co's certificate of incorporation and by-laws have been
restated to limit the transferability of the company's stock.
    In an information statement on its decision to distribute
Magma stock as a dividend, Newmont said the changes "will
impede any change of control of Magma."
    It said this has been done by authorizing two closses of
common stock -- 60 mln class A shares with one vote each and
38.1 mln class B shares with four votes each. In the dividend
of one Magma share for each Newmont share outstanding announced
Tuesday, Class B shares are being distributed.
    Newmont is distributing 30,458,100 Magma shares, or 80 pct
of the Class B common, to its shareholders.
    It said this stock will be transferable as Class B stock
until one entity acquires over 10 pct of the shares.
    Any shares over 10 pct of those outstanding will
automatically be changed by the transfer agent to Class A
stock, Newmont said.
    The company said there are two exceptions under the bylaws
-- the 15 pct of Magma's stock it is retaining and the 21 pct
which will be held by <Consolidated Gold Fields PLC> as a
result of its ownership of that portion of Newmont.
    However, Newmont Secretary Roger Adams said, any additional
Magma shares acquired by Newmont or Consolidated will
automatically become Class A shares.
    None of the authorized Class A shares is being distributed
at this point, Newmont said.
    The company also said five pct of Magma's stock is being
held in trust for members of Magma's management.
    Newmont said Magma's restated certificate of incorporation
also limits change in control of the company by dividing the
board into three classes serving staggered terms.
    Newmont said the new Magma rules also provide that
shareholder action can be taken only at shareholder meetings,
prohibiting shareholder action by written consent, and include
"fair price" provisions limiting combinations with any holder
of more than 10 pct of Magma's voting power.
 Reuter
