<PAGE>   1


                                                    Registration No. 333-
      As filed with The Securities and Exchange Commission on July 15, 1998
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                           NEWMONT MINING CORPORATION
             (Exact name of Registrant as specified in its charter)

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


<TABLE>
<S>                                         <C>                       <C>
          DELAWARE                           1700 LINCOLN STREET                 13-1806811
(STATE OR OTHER JURISDICTION OF                DENVER, COLORADO       (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)                 (303) 863-7414
</TABLE>

    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

                              --------------------
                            TIMOTHY J. SCHMITT, ESQ.
                           NEWMONT MINING CORPORATION
                               1700 LINCOLN STREET
                             DENVER, COLORADO 80203
                                 (303) 863-7414
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                              --------------------
                                   Copies to:
                              MAUREEN BRUNDAGE, ESQ
                                WHITE & CASE LLP
                           1155 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10036
                                 (212) 819-8200
                              --------------------

       Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes effective.

       If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ] 

       If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X] 

       If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] 

       If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] 

       If delivery of the prospectus is expected to be made pursuant to Rule 
434, please check the following box.  [ ] 

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                                                    PROPOSED MAXIMUM       PROPOSED MAXIMUM
          TITLE OF EACH CLASS OF               AMOUNT TO BE          OFFERING PRICE       AGGREGATE OFFERING         AMOUNT OF
        SECURITIES TO BE REGISTERED            REGISTERED (1)         PER UNIT (2)           PRICE (1)(2)         REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                    <C>                <C>                       <C>     
  COMMON STOCK, PAR VALUE $1.60 PER
  SHARE (3) ................................    
  PREFERRED STOCK, PAR VALUE $5.00 PER
  SHARE (4) ................................   
  DEPOSITARY SHARES (5).....................    
  WARRANTS TO PURCHASE COMMON STOCK (6).....   
      TOTAL.................................  US$341,225,825              100%             US$341,225,825            US$100,662
==================================================================================================================================
</TABLE>

(1)  In United States dollars or the equivalent thereof in foreign currency or
     currency units.

(2)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457 under the Securities Act of 1933, as amended. The
     aggregate public offering price of the Common Stock, the Preferred Stock,
     the Depositary Shares and the Warrants registered hereby will not exceed
     $341,225,825.

(3)  Such indeterminate number of shares of Common Stock as may from time to
     time be issued at indeterminate prices, including Common Stock issuable
     upon conversion of Preferred Stock that is convertible and upon exercise of
     Warrants. Includes preferred stock purchase rights which, prior to the
     occurrence of certain events, will not be exercisable or evidenced
     separately from the Common Stock.

(4)  Such indeterminate number of shares of Preferred Stock as may be issued
     from time to time at indeterminate prices.

(5)  Such indeterminate number of Depositary Shares evidenced by Depositary
     Receipts as may be issued in the event the Registrant elects to offer
     fractional interests in shares of Preferred Stock registered hereunder. No
     separate consideration will be received for the Depositary Shares.

(6)  Warrants for the purchase of Common Stock may be offered and sold
     separately or together with other securities registered hereunder.

       Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
included in this Registration Statement also relates to $58,774,175 maximum
aggregate offering price of Common Stock, Preferred Stock, Depositary Shares and
Common Stock Warrants previously registered under the Registrant's Registration
Statement on Form S-3 (Registration No. 33-54249). This Registration Statement
constitutes Post-Effective Amendment No. 2 to the Registrant's Registration
Statement on Form S-3 (Registration No. 33-54249).

       THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================

<PAGE>   2




PROSPECTUS

                           NEWMONT MINING CORPORATION

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


                                  COMMON STOCK
                                 PREFERRED STOCK
                                DEPOSITARY SHARES
                              COMMON STOCK WARRANTS

                  Newmont Mining Corporation (the "Corporation") may from time
to time offer, together or separately, (i) shares of its common stock, par value
$1.60 per share ("Common Stock"), (ii) shares of its preferred stock, par value
$5.00 per share ("Preferred Stock"), which may be represented by depositary
shares (the "Depositary Shares") which will represent a fraction of a share of
Preferred Stock, and (iii) warrants to purchase Common Stock ("Warrants" and,
together with the Common Stock, the Preferred Stock and the Depositary Shares,
the "Securities"). The Securities offered pursuant to this Prospectus may be
issued in one or more series or issuances, at prices and on terms to be
determined at the time of sale and to be set forth in supplements to this
Prospectus. The Securities will be limited to $400,000,000 aggregate public
offering price. The Corporation may sell Securities to or through underwriters,
and also may sell Securities directly to other purchasers or through agents. See
"Plan of Distribution."

                  Certain specific terms of the particular Securities in respect
of which this Prospectus is being delivered (the "Offered Securities") are set
forth in the accompanying Prospectus Supplement (the "Prospectus Supplement"),
including, where applicable: the specific designation or title; aggregate
amount; in the case of Preferred Stock, any dividend, liquidation, voting,
conversion and other rights, terms for sinking or purchase fund payments and
terms for redemption; in the case of the Warrants, expiration date and terms of
exercise; the initial public offering price; the names of any underwriters or
agents; the amount to be purchased by underwriters or agents, if any, and the
compensation, if any, of such underwriters or agents; the net proceeds to the
Corporation; and the other terms in connection with the Offered Securities.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

                 The date of this Prospectus is _________, 1998.




<PAGE>   3



                              AVAILABLE INFORMATION

                  The Corporation is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549 and at the following regional
offices of the Commission: 7 World Trade Center, Suite 1300, New York, New York
10048; and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies
of such material can be obtained at prescribed rates by writing to the
Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C.
20549. The Corporation is an electronic filer with the Commission, which
maintains a web site containing reports, proxy statements and other information
at the following location: http://www.sec.gov. The shares of Common Stock are
listed on the New York Stock Exchange under the symbol "NEM" and on the Paris
Bourse, the Brussels Stock Exchange, the Swiss Stock Exchanges and the Lima
Stock Exchange. The periodic reports, proxy statements and other information
filed by the Corporation with the Commission may be inspected at the offices of
the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

                  This Prospectus constitutes part of a registration statement
(the "Registration Statement") filed by the Corporation with the Commission
under the Securities Act of 1933, as amended (the "Act"). This Prospectus omits
certain of the information contained in the Registration Statement, and
reference is hereby made to the Registration Statement and to the exhibits
thereto for further information with respect to the Corporation and the
Securities offered hereby. Any statements contained herein concerning the
provisions of any document are qualified in all respects by reference to the
copy of such document filed as an exhibit to the Registration Statement or
otherwise filed with the Commission.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  The Corporation hereby incorporates by reference in this
Prospectus the following documents which have been filed with the Commission:
(a) the Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 (including the portions of the Corporation's definitive Proxy
Statement dated March 30, 1998 relating to its 1998 Annual Meeting of
Stockholders incorporated therein by reference) and (b) the Corporation's
Quarterly Reports on Form 10-Q for the quarter ended March 31, 1998.

                  All documents filed by the Corporation pursuant to Section
13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Prospectus and
prior to the termination of the offering of the Securities offered hereby shall
be deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document all or a portion of which is incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

                  THE CORPORATION WILL PROVIDE WITHOUT CHARGE TO EACH PERSON,
INCLUDING BENEFICIAL OWNERS, TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN
DELIVERED, ON THE REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE
DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED IN THIS
PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH
EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS).
REQUEST FOR SUCH COPIES SHOULD BE DIRECTED TO THE OFFICE OF THE SECRETARY,
NEWMONT MINING CORPORATION, 1700 LINCOLN STREET, DENVER, COLORADO 80203,
TELEPHONE: (303) 863-7414.

                                      -2-

<PAGE>   4

                                 THE CORPORATION

                  The Corporation was incorporated in 1921 under the laws of
Delaware. Its principal asset is approximately 94% of the outstanding shares of
common stock of Newmont Gold Company ("Newmont Gold"). Newmont Gold is engaged,
directly or through its subsidiaries and affiliates, in the production of gold,
the development of gold properties, the exploration for gold and the acquisition
of gold properties worldwide. Newmont Gold produces gold from operations in
Nevada and California, as well as in Peru, Indonesia and the Central Asian
Republic of Uzbekistan.

                  Since the Corporation's only principal asset is its interest
in Newmont Gold, the rights of the Corporation to participate in any
distribution of assets of Newmont Gold upon its liquidation or reorganization or
otherwise (and thus the ability of holders of the Securities to benefit from
such distribution) are subject to the prior claims of creditors of Newmont Gold,
except to the extent that the Corporation may itself be a creditor with
recognized claims against Newmont Gold. Claims on Newmont Gold by creditors may
include claims of holders of indebtedness and claims of creditors in the
ordinary course of business. Such claims may increase or decrease, and
additional claims may be incurred in the future.

                  The Corporation maintains its principal executive offices at 
1700 Lincoln Street, Denver, Colorado 80203 (telephone: 303-863-7414).


                              RATIO OF EARNINGS TO
              COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

                  The Corporation's ratio of earnings to combined fixed charges
and preferred stock dividends for each of the periods indicated below were as
follows:

<TABLE>
<CAPTION>

 Three Months
    Ended
March 31, 1998               Year Ended December 31,
--------------     --------------------------------------------
                   1997      1996       1995     1994      1993
                   ----      ----       ----     ----      ----
<S>                <C>       <C>        <C>      <C>       <C>
      3.1          2.3       1.7        3.0      2.3       3.3
</TABLE>

                  In computing the ratios set forth above, "earnings" consists
of income from continuing operations before provision for income taxes and
extraordinary items with adjustments for interest expense (excluding capitalized
interest), the amortization of previously capitalized interest, minority
interests of subsidiaries with fixed charges and undistributed income of less
than fifty percent owned affiliates. "Fixed charges" consists of interest
expense (including amortization of debt issuance expense), capitalized interest
and one-third of rental expense (which the Corporation believes is a reasonable
approximation of the interest factor of such rental expense). Preferred stock
dividend requirements were computed by increasing preferred stock dividends by
an amount representing the pre-tax earnings which would be required to cover
such preferred stock dividend requirements. The Corporation guarantees certain
third party debt which had total interest obligations of $0.3 million, $1.2
million, $1.2 million, $1.4 million, $1.0 million and $0.8 million for the three
months ended March 31, 1998 and the years ended December 31, 1997, 1996, 1995,
1994 and 1993, respectively. The Corporation has not been required to pay any of
these amounts, nor does it expect to have to pay any amounts; therefore, such
amounts have not been included in the ratio of earnings to fixed charges and the
ratio of earnings to combined fixed charges.

                                      -3-

<PAGE>   5

                                 USE OF PROCEEDS

                  Unless otherwise set forth in the Prospectus Supplement, the
net proceeds to the Corporation from the sale of the Offered Securities will be
used to purchase securities from Newmont Gold having comparable terms and
provisions as the relevant Offered Securities. The net proceeds to Newmont Gold
from the sale to the Corporation of such comparable securities will be used by
Newmont Gold for general corporate purposes, unless otherwise set forth in the
Prospectus Supplement.


                          DESCRIPTION OF CAPITAL STOCK

                  The authorized capital of the Corporation consists of
5,000,000 shares of Preferred Stock, par value $5.00 per share, issuable in
series, of which 500,000 shares of Series A Junior Participating Preferred
Stock, par value $5.00 per share (the "Junior Preferred Shares"), were reserved
for issuance as of July 10, 1998, and 250,000,000 shares of Common Stock, par
value $1.60 per share, of which 156,512,263 were issued and outstanding as of
July 10, 1998. Holders of the Corporation's capital stock have no preemptive or
subscription rights to purchase any securities of the Corporation. All
outstanding shares of capital stock of the Corporation are fully paid and
nonassessable.


                           DESCRIPTION OF COMMON STOCK

                  The statements set forth below are summaries of certain
provisions relating to the Common Stock of the Corporation. These summaries
contain all material provisions, but are subject to, and are qualified in their
entirety by, the provisions of the Corporation's Restated Certificate of
Incorporation, as amended by an Amendment thereto, copies of which are filed as
exhibits to the Registration Statement. See "Available Information."

DIVIDEND RIGHTS

                  Subject to the prior rights as to dividends of any Preferred
Stock which may be outstanding from time to time, the Common Stock is entitled
to such dividends out of assets legally available therefor at such times and in
such amounts as may be declared from time to time by the Board of Directors.

VOTING RIGHTS

                  Subject to the voting rights, if any, of any Preferred Stock
which may be outstanding from time to time, all voting rights are vested in the
holders of shares of Common Stock. Each outstanding share of Common Stock is
entitled to one vote on all matters submitted to a vote of the stockholders of
the Corporation. There is no cumulative voting. The Board of Directors of the
Corporation is expressly authorized to adopt, amend or repeal the By-Laws of the
Corporation in any manner not inconsistent with the laws of the State of
Delaware or the Corporation's Restated Certificate of Incorporation, subject to
the power of the stockholders of the Corporation to adopt, amend or repeal the
By-Laws of the Corporation or to limit or restrict the power of the Board of
Directors of the Corporation to adopt, amend or repeal the By-Laws of the
Corporation, and the Corporation may in its By-Laws confer powers and
authorities upon the Board of Directors of the Corporation in addition to those
conferred upon it by statute.

LIQUIDATION RIGHTS

                  Subject to the prior rights of creditors and the holders of
any Preferred Stock which may be outstanding from time to time, the shares of
Common Stock are entitled, in the event of voluntary or involuntary 

                                      -4-

<PAGE>   6

liquidation, dissolution or winding up, to share pro rata in the distribution of
all remaining assets, which are legally available for distribution, after
payment of all debts and other liabilities.

REDEMPTION

                  The shares of Common Stock are neither redeemable nor
convertible.

ANTI-TAKEOVER PROVISIONS

         APPROVAL OF CERTAIN MERGERS, CONSOLIDATIONS, SALES AND LEASES

                  Article NINTH of the Corporation's Restated Certificate of
Incorporation (the "Certificate of Incorporation") provides that, with certain
exceptions noted below, the affirmative vote of the holders of four-fifths of
all classes of stock of the Corporation entitled to vote in elections of
directors (considered as one class) shall be required (a) for the adoption of
any agreement for the merger or consolidation of the Corporation with or into
any other corporation, or (b) to authorize any sale or lease of all or any
substantial part of the assets of the Corporation to, or any sale or lease to
the Corporation or any subsidiary thereof in exchange for securities of the
Corporation of any assets (except assets having an aggregate fair market value
of less than $10 million) of, any other corporation, person or other entity if,
in either case, as of the record date for determination of stockholders entitled
to notice thereof or to vote thereon or consent thereto such other corporation,
person or entity is the beneficial owner, directly or indirectly, of more than
10% of all outstanding shares of stock of the Corporation entitled to vote in
elections of directors (a "10% Holder") considered for the purposes of Article
NINTH as one class. Such affirmative vote or consent shall be in addition to the
vote or consent of the holders of the stock of the Corporation otherwise
required by law or any agreement between the Corporation and any national
securities exchange.

                  For the purposes of Article NINTH, any corporation, person or
entity shall be deemed to be the beneficial owner of any shares of stock of the
Corporation (i) which it has the right to acquire pursuant to any agreement, or
upon exercise of conversion rights, warrants or options, or otherwise, or (ii)
which are beneficially owned, directly or indirectly (including shares deemed
owned through application of clause (i) above) by any other corporation, person
or entity, with which it or its affiliates or associates (as defined in the
Certificate of Incorporation) have any agreement, arrangement or understanding
for the purpose of acquiring, holding, voting or disposing of stock of the
Corporation, or which is its affiliate or associate.

                  Article NINTH does not apply to any transaction with any other
corporation, person or entity (i) if the Board of Directors of the Corporation
has approved a memorandum of understanding with such other corporation, person
or entity with respect to such transaction prior to the time that such other
corporation, person or entity shall have become a 10% Holder or (ii) in case of
a corporation, if the Corporation and its subsidiaries own a majority of the
outstanding shares of all classes of stock entitled to vote in elections of
directors. Article NINTH can be altered or repealed only upon the affirmative
vote of the record holders of four-fifths of all classes of stock of the
Corporation entitled to vote in elections of directors, considered as one class.

                  Article NINTH might be characterized as an anti-takeover
provision since it may render more difficult certain possible takeover proposals
to acquire control of the Corporation and may make removal of management of the
Corporation more difficult.

         APPROVAL OF STOCKHOLDER RIGHTS PLAN

                  Each outstanding share of Common Stock carries with it one
preferred share purchase right (each a "Right"). The terms of the Rights are set
forth in a Rights Agreement, dated as of August 30, 1990, as amended (the
"Rights Agreement"), between the Corporation and The Chase Manhattan Bank, as
successor 

                                      -5-

<PAGE>   7

Rights Agent. The following is a summary of the terms of the Rights Agreement.
This summary contains all material provisions, but is subject to, and is
qualified in its entirety by reference to, the provisions of the Rights
Agreement. A copy of the Rights Agreement and the amendments thereto are filed
as exhibits to the Registration Statement. See "Available Information."

                  Following the Distribution Date referred to below and except
as described below, each Right entitles the registered holder to purchase from
the Corporation one five-hundredth of a share (a "Preferred Share Fraction") of
the Junior Preferred Shares, at a purchase price of $150 per Preferred Share
Fraction, subject to adjustment (the "Purchase Price"). Unless earlier redeemed
by the Corporation or expired as a result of the occurrence of a transaction
described in Section 13(d) of the Rights Agreement, the Rights will expire at
the close of business on September 11, 2000 (the "Final Expiration Date").

                  Ownership of the Rights is evidenced by the Common Stock
certificates representing shares then outstanding, and no separate certificates
representing the Rights have been distributed. The Rights will separate from the
Common Stock and a Distribution Date under the Rights Agreement (the
"Distribution Date") will occur upon the earlier of (i) the close of business on
the tenth day after the date of a public announcement that a person (other than
any Exempt Person (as defined in the Rights Agreement)) or group of affiliated
or associated persons (an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of 15% or more of the outstanding Common
Stock (the "Stock Acquisition Date"), or (ii) the close of business on the tenth
business day after the date of the commencement of a tender offer or exchange
offer that would result in a person or entity beneficially owning 15% or more of
the outstanding Common Stock. Until a Distribution Date, (i) the Rights will be
evidenced by the Common Stock certificates and will be transferred with and only
with such Common Stock certificates and (ii) the transfer of any outstanding
Common Stock certificates will also constitute a transfer of the Rights
associated therewith.

                  Except in the circumstances described below, after the
Distribution Date each Right will be exercisable into a Preferred Share
Fraction. Each Preferred Share Fraction carries voting and dividend rights that
are intended to produce the equivalent of one share of Common Stock, which
rights are subject to adjustment in the event of stock dividends, subdivisions
and combinations with respect to the Common Stock. In lieu of issuing
certificates for fractions of Junior Preferred Shares (other than fractions
which are integral multiples of one five-hundredth of a share), the Corporation
may pay cash in accordance with the Rights Agreement.

                  If a person becomes an Acquiring Person other than pursuant to
certain Board approved tender or exchange offers, each holder of a Right, at any
time following the Distribution Date, has the right to receive, upon exercise,
Common Stock (or, in certain circumstances, cash, property or other securities
of the Corporation) having a value equal to two times the Purchase Price of the
Right. In lieu of requiring payment of the Purchase Price upon exercise of the
Right following any such event, the Corporation may provide that each Right be
exchanged for one share of Common Stock (or cash, property or other securities,
as the case may be). Following the occurrence of the event set forth in the
first sentence of this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person will be null and void.

                  In the event that, at any time following the Stock Acquisition
Date, (i) the Corporation is acquired in a merger or other business combination
transaction in which the Corporation is not the surviving corporation (other
than pursuant to certain Board approved tender or exchange offers), or (ii) the
Corporation is the surviving corporation of a consolidation or merger in
connection with which all or part of the outstanding Common Stock is changed
into or exchanged for stock or other securities of another corporation or cash
or any other property, or (iii) 50% or more of the Corporation's assets or
earning power is sold or transferred, each holder of a Right (except Rights that
previously have been voided as set forth above) has the right to receive, upon
exercise, common stock of the acquiring company having a value equal to two
times the Purchase Price of the Right.

                                      -6-

<PAGE>   8

                  The Purchase Price payable, and the number of Preferred Share
Fractions or other securities or property issuable, upon exercise of the Rights
is subject to adjustment to prevent dilution as a result of certain events
described in the Rights Agreement.

                  Until a Right is exercised, the holder thereof, as such, has
no rights as a stockholder of the Corporation. At any time until the earlier of
(i) the Stock Acquisition Date and (ii) the Final Expiration Date (but in
certain circumstances only with the concurrence of Continuing Directors (as
defined in the Rights Agreement)), the Corporation has the option to redeem the
Rights in whole, but not in part, at a price of $0.01 per Right, subject to
adjustment.

                  Prior to the Distribution Date, the Corporation may supplement
or amend the Rights Agreement without the approval of any holders of Common
Stock. From and after the Distribution Date, the Corporation may supplement or
amend the Rights Agreement without the approval of any holders of Rights under
limited circumstances. No supplement or amendment may be made that changes the
Redemption Price (as defined in the Rights Agreement), the Final Expiration
Date, the Purchase Price or the number of Preferred Share Fractions for which a
Right is exercisable.

                  The Rights have certain anti-takeover effects. The Rights may
cause substantial dilution to a person or group that attempts to acquire the
Corporation without conditioning the offer on the Rights being redeemed or a
substantial number of Rights being acquired. The Rights should not interfere
with any merger or other business combination approved by the Board of Directors
of the Corporation because the Rights are either redeemable or are not
exercisable or do not go into effect under such circumstances.


                         DESCRIPTION OF PREFERRED STOCK

                  The statements set forth below are summaries of certain
provisions relating to the Preferred Stock of the Corporation. These summaries
contain all material provisions, but are subject to, and are qualified in their
entirety by, the provisions of the Certificate of Incorporation (which is filed
as an exhibit to the Registration Statement) and the Certificate of Designations
for Junior Preferred Shares described below. A form of the Certificate of
Designations for the Junior Preferred Shares is an exhibit to the Rights
Agreement. The Rights Agreement and the amendments thereto are filed as exhibits
to the Registration Statement. See "Available Information."

GENERAL

                  The Certificate of Incorporation authorizes the issuance of
5,000,000 shares of Preferred Stock, par value $5.00 per share, issuable in
series. The Board of Directors has the power to fix various terms with respect
to each series of Preferred Stock, including voting powers, designations,
preferences, the relative participating and optional or other rights,
qualifications, limitations and restrictions as set forth in resolutions
providing for the issue thereof adopted by the Board of Directors of the
Corporation or a duly authorized committee thereof. The Junior Preferred Shares
that may be issued in connection with the Corporation's Stockholder Rights Plan
(see "Description of Common Stock--Anti-Takeover Provisions--Stockholder Rights
Plan" and "Description of Preferred Stock--Junior Preferred Shares") is the only
series of Preferred Stock that the Board of Directors of the Corporation
currently has authorized for issuance by the Corporation.

JUNIOR PREFERRED SHARES

                  General.  A total of 500,000 shares of Junior Preferred 
Shares have been reserved for issuance upon exercise of the Rights.  See 
"Description of Common Stock--Anti-Takeover Provisions--Stockholder Rights 
Plan."

                                      -7-

<PAGE>   9

                  Dividend Rights. Each Junior Preferred Share has a
preferential quarterly dividend payable on the first day of January, April, July
and October of each year (or such other quarterly payment date as shall be
specified by the Board of Directors of the Corporation) in an amount equal to
500 times the dividend (other than a stock dividend) declared on each share of
Common Stock, but in no event less than $1.00.

                  Voting Rights. Each Junior Preferred Share will have 500
votes, subject to adjustment as provided in the Certificate of Designations for
the Junior Preferred Shares, on all matters submitted to a vote of the
stockholders of the Corporation and, except as provided in the Certificate of
Designations for the Junior Preferred Shares, the Certificate of Incorporation
or by law, the holders of Junior Preferred Shares shall vote together as one
class.

                  Liquidation Rights. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, the
holders of Junior Preferred Shares will receive a preferred liquidation payment
per share equal to the greater of $500 per share (plus accrued dividends to the
date of distribution, whether or not earned or declared) or an amount per share
equal to 500 times the aggregate payment made per each share of Common Stock, in
each case subject to adjustment as provided in the Certificate of Designations
for the Junior Preferred Shares.

                  Effect of Mergers, Consolidations, Sales and Leases. In the
event of any merger, consolidation, combination or other transaction in which
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, each Junior Preferred Share will be
similarly exchanged or changed in an amount per share equal to 500 times the
aggregate amount and type of consideration received per share of Common Stock,
subject to adjustment as provided in the Certificate of Designations for the
Junior Preferred Shares.

                  Ranking of Junior Preferred Shares. The Junior Preferred
Shares rank junior to all other series of the Corporation's Preferred Stock as
to the payment of dividends and the distribution of assets, unless the terms of
any such series shall provide otherwise.


                        DESCRIPTION OF DEPOSITARY SHARES

GENERAL

                  The Corporation may, at its option, elect to offer fractional
interests in shares of the Preferred Stock by means of the issuance of
Depositary Shares. The shares of any series of Preferred Stock underlying the
Depositary Shares will be deposited under a separate Deposit Agreement (the
"Deposit Agreement") between the Corporation and a bank or trust company
selected by the Corporation (the "Depositary"). The Prospectus Supplement
relating to a series of Depositary Shares will set forth the name and address of
the Depositary. The following statements are a summary of the provisions of the
Deposit Agreement and the depositary receipts (the "Depositary Receipts") which
evidence the Depositary Shares. The form of Deposit Agreement and form of
Depositary Receipts are filed as exhibits to the Registration Statement. See
"Available Information." This summary contains all material provisions, but is
subject to, and is qualified in its entirety by, the provisions of the Deposit
Agreement and the Depositary Receipts.

                  Subject to the terms of the Deposit Agreement, each owner of a
Depositary Share will be entitled proportionately to all the rights, preferences
and privileges of the Preferred Stock underlying such Depositary Share
(including dividend, voting, conversion, redemption and liquidation rights), and
subject to all of the limitations of the underlying Preferred Stock, contained
in the Corporation's Restated Certificate of Incorporation and the Certificate
of Designation for such Preferred Stock.

                                      -8-

<PAGE>   10

                  The Depositary Shares will be evidenced by Depositary Receipts
issued pursuant to the Deposit Agreement, each of which will represent the
fractional interest in a share of a particular series of the Preferred Stock
described in the Prospectus Supplement.

DIVIDENDS

                  The Depositary will distribute all cash dividends or other
cash distributions received in respect of the Preferred Stock to the record
holders of Depositary Receipts relating to such Preferred Stock in proportion to
the numbers of such Depositary Shares owned by such holders on the relevant
record date. The Depositary shall distribute only such amount, however, as can
be distributed without attributing to any holder of Depositary Shares a fraction
of one cent, and any balance not so distributed shall be added to and treated as
part of the next sum received by the Depositary for distribution to holders of
Depositary Shares.

REDEMPTION OF DEPOSITARY SHARES

                  If a series of the Preferred Stock underlying the Depositary
Shares is subject to redemption, the Depositary Shares will be redeemed from the
proceeds received by the Depositary resulting from the redemption, in whole or
in part, of such series of the Preferred Stock held by the Depositary. The
redemption price per Depositary Share will be equal to the applicable fraction
of the redemption price per share payable with respect to such series of the
Preferred Stock. If less than all the Depositary Shares are to be redeemed, the
Depositary Shares to be redeemed will be selected by lot by the Board of
Directors.

VOTING

                  Upon receipt of notice of any meeting at which the holders of
the Preferred Stock are entitled to vote, the Depositary will mail the
information contained in such notice of meeting to the record holders of the
Depositary Receipts evidencing Depositary Shares relating to such Preferred
Stock. Each record holder of such Depositary Receipts on the record date (which
will be the same date as the record date for the Preferred Stock) will be
entitled to instruct the Depositary as to the exercise of the voting rights
pertaining to the number of shares of Preferred Stock (or fraction thereof)
represented by the Depositary Shares evidenced by such Depositary Receipts. The
Depositary will endeavor, insofar as practicable, to vote the number of shares
of Preferred Stock (or fraction thereof) represented by such Depositary Shares
in accordance with such instructions, and the Corporation will agree to take all
action which may be deemed necessary by the Depositary in order to enable the
Depositary to do so. The Depositary will not vote the Preferred Stock to the
extent that it does not receive specific instructions from the holders of the
Depositary Receipts evidencing Depositary Shares representing such Preferred
Stock.

WITHDRAWAL OF PREFERRED STOCK; CONVERSION RIGHTS

                  Unless otherwise provided in the Prospectus Supplement
relating to a series of Depositary Shares, the owner of the Depositary Shares
evidenced thereby will not be entitled to delivery of any Preferred Stock
represented by such Depositary Shares.

                  If the shares of Preferred Stock underlying a series of
Depositary Shares are convertible into Common Stock as provided in the
Prospectus Supplement relating to such Depositary Shares, each record holder of
Depositary Shares has the right, at his or her option, to surrender Depositary
Receipts representing one or more whole shares of such Preferred Stock with
written instructions to the Depositary to convert a number of underlying whole
shares of Preferred Stock which such Depositary Shares represent into shares of
the Corporation's Common Stock at any time. No fractional shares of Common Stock
will be issued upon conversion, and in lieu thereof an amount will be paid in
cash by the Corporation equal to the market value of the fractional interest.

                                      -9-

<PAGE>   11

AMENDMENT OF FORM OF DEPOSITARY RECEIPTS AND OF DEPOSIT AGREEMENT

                  The form of Depositary Receipt evidencing the Depositary
Shares and any provision of the Deposit Agreement may at any time be amended by
agreement between the Corporation and the Depositary; provided, however, that
any amendment which materially and adversely alters the rights of the existing
holders of Depositary Shares will not be effective unless such amendment has
been approved by holders of at least a majority of the Depositary Shares then
outstanding.

CHARGES OF DEPOSITARY

                  The Corporation will pay all fees, charges and expenses of the
Depositary, except for taxes (including transfer taxes, if any), governmental
charges and such other charges as are expressly provided in the Deposit
Agreement. Holders of Depositary Shares will pay all other transfer and other
taxes and governmental charges, and, in addition, such other charges as are
expressly provided in the Deposit Agreement to be for their accounts.

MISCELLANEOUS

                  The Corporation, or at the option of the Corporation, the
Depositary, will forward to the holders of Depositary Shares all reports and
communications from the Corporation which the Corporation may be required to
furnish to the holders of the underlying Preferred Stock.

                  Neither the Depositary nor the Corporation will be liable if
it is prevented or delayed by law or any circumstance beyond its control in
performing its obligations under the Deposit Agreement. The obligations of the
Corporation and the Depositary under the Deposit Agreement will be limited to
performance in good faith of their duties thereunder and they will not be
obligated to prosecute or defend any legal proceeding in respect of any
Depositary Shares or Preferred Stock unless satisfactory indemnity is furnished.
They may rely upon written advice of counsel or accountants, or information
provided by persons presenting Preferred Stock for deposit, holders of
Depositary Shares or other persons believed to be competent and on documents
believed to be genuine.

RESIGNATION AND REMOVAL OF DEPOSITARY; TERMINATION OF THE DEPOSIT AGREEMENT

                  The Depositary may resign at any time by delivering to the
Corporation notice of its election to do so, and the Corporation may at any time
remove the Depositary, any such resignation or removal to take effect upon the
appointment of a successor Depositary and its acceptance of such appointment.
Such successor Depositary will be appointed by the Corporation within 60 days
after delivery of the notice of resignation or removal. The Deposit Agreement
may be terminated at the direction of the Corporation or by the Depositary only
after (i) all outstanding Depositary Shares have been redeemed or (ii) there
shall have been made a final distribution with respect to the Preferred Stock
underlying such Depositary Shares in connection with any liquidation,
dissolution or winding up of the Corporation and such distribution shall have
been distributed to the record holders of the Depositary Receipts, or otherwise
provided for. Upon termination of the Deposit Agreement, the Depositary will
discontinue the transfer of Depositary Receipts, will suspend the distribution
of dividends to the holders thereof, and will not give any further notices
(other than notice of such termination) or perform any further acts under the
Deposit Agreement. Upon request of the Corporation, the Depositary shall deliver
all books, records, certificates evidencing Preferred Stock, Depositary Receipts
and other documents respecting the subject matter of the Deposit Agreement to
the Corporation.

                                      -10-

<PAGE>   12


                             DESCRIPTION OF WARRANTS

                  The Corporation may issue Warrants, evidenced by warrant
certificates (the "Warrant Certificates") for the purchase of Common Stock.
Warrants may be issued together with or separately from, any Securities offered
by any Prospectus Supplement and, if issued together with Securities, may be
attached to or separate from such Securities. The Warrants are to be issued
under one or more separate Warrant Agreements (each a "Warrant Agreement") to be
entered into between the Corporation and a bank or trust company, as Warrant
Agent, all as set forth in the Prospectus Supplement relating to the particular
issue of Warrants. The Warrant Agent will act solely as an agent of the
Corporation in connection with the Warrants and will not assume any obligation
or relationship of agency or trust for or with any holders of Warrants or
beneficial owners of Warrants. The statements set forth below are summaries of
certain provisions of the Warrants and the Warrant Agreements and are subject to
the detailed provisions of the Warrant Agreement. These summaries contain all
material provisions, but are subject to, and are qualified in their entirety by,
all the provisions of the Warrants and the Warrant Agreement, copies of which
are filed as exhibits to the Registration Statement. See "Available
Information."

GENERAL

                  If Warrants are offered, reference is made to the Prospectus
Supplement which accompanies this Prospectus for a description of the specific
terms of the Warrants being offered thereby, including (i) the specific
designation and aggregate number of such Warrants, (ii) the offering price and
the currency or composite currencies for which Warrants may be purchased, (iii)
the aggregate amount of Common Stock purchasable upon exercise of the Warrants,
(iv) if applicable, the designation and terms of the Securities with which the
Warrants are issued, (v) if applicable, the date on and after which the Warrants
and the related Securities will be separately transferable, (vi) the amount of
Common Stock purchasable upon exercise of one Warrant and the price or the
manner of determining the price and currency or composite currencies or other
consideration (which may include Securities) for which such amount of Common
Stock may be purchased upon such exercise, (vii) the date on which the right to
exercise the Warrants shall commence and the date on which such right shall
expire (the "Expiration Date"), (viii) the terms of any mandatory or optional
redemption by the Corporation, (ix) certain Federal income tax consequences, (x)
whether the Warrant Certificates will be issued in registered or unregistered
form, and (xi) any other special terms pertaining to such Warrants. Unless
otherwise specified in the applicable Prospectus Supplement, the Warrants will
not be listed on any securities exchange.

                  Warrant Certificates may be exchanged for new Warrant
Certificates of different denominations, may (if in registered form) be
presented for registration of transfer and change and may be exercised at an
office or agency of the Warrant Agent maintained for that purpose. No service
charge will be made for any transfer or exchange of Warrant Certificates, but
the Corporation may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. Prior to the exercise
of their Warrants, holders of Warrants will not have any of the rights of
holders of the Common Stock purchasable upon such exercise, including the right
to receive payments, if any, on the Common Stock purchasable upon such exercise.

EXERCISE OF WARRANTS

                  Warrants may be exercised by delivery to the Warrant Agent of
payment as provided in the Prospectus Supplement of the applicable amount
required to purchase the Common Stock purchasable upon such exercise together
with certain information set forth on the reverse side of the Warrant
Certificate. Unless otherwise provided in the Prospectus Supplement, upon
receipt of such payment and the Warrant Certificate, a new Warrant Certificate
will be issued for the amount of unexercised Warrants.

                                      -11-

<PAGE>   13

                  The exercise price payable and the number of shares of Common
Stock purchasable upon the exercise of each Warrant will be subject to
adjustment in certain events, including the issuance of a stock dividend to
holders of Common Stock or a combination, subdivision or reclassification of
Common Stock. No adjustment in the exercise price payable and the number of
shares purchasable upon exercise of the Warrants will be required until
cumulative adjustments require an adjustment of at least 1% thereof. The
Corporation may, at its option, reduce the exercise price at any time. No
fractional shares will be issued upon exercise of Warrants, but the Corporation
will pay the cash value of any fractional shares otherwise issuable.
Notwithstanding the foregoing, in case of any consolidation, merger, or sale or
conveyance of the property of the Corporation as an entirety, the holder of each
outstanding Warrant shall have the right to the kind and amount of shares of
stock and other securities and property (including cash) receivable by a holder
of the number of shares of Common Stock into which such Warrants were
exercisable immediately prior thereto.

MODIFICATION OF WARRANT AGREEMENT

                  The Warrant Agreement contains a provision permitting the
Corporation and the Warrant Agent, without the consent of any Warrant Holder, to
supplement or amend the Warrant Agreement in order to cure any ambiguity, and to
correct or supplement any provision contained therein which may be defective or
inconsistent with any other provision or to make other provisions in regard to
matters or questions arising thereunder which the Corporation and the Warrant
Agent may deem necessary or desirable and which do not adversely affect the
interests of the Warrant Holders.

        FEDERAL TAX CONSIDERATIONS AS A REAL PROPERTY HOLDING CORPORATION

                  The Corporation believes that the Corporation would likely
constitute a United States real property holding corporation within the meaning
of the Internal Revenue Code of 1986, as amended (the "Code"). Under certain
provisions of the Code and Treasury Regulations thereunder, gain realized by a
non-United States person who would not ordinarily be subject to U.S. federal
income tax on gains would, under certain circumstances, be subject to tax (the
"special tax") on gain realized on the disposition (and possible withholding tax
on the proceeds from such disposition (the "withholding tax")) of Securities,
notwithstanding such non-United States person's lack of other connections with
the United States. However, because the Common Stock of the Corporation is
"regularly traded on an established securities market" (within the meaning of
Section 897(c)(3) of the Code), under the Code and Temporary Treasury
Regulations now in effect, the special tax and the withholding tax would apply
to the disposition by a non-U.S. person of an interest in a class of Securities
that is not regularly traded on an established securities market only if on the
date such interest was acquired by such person it had a fair market value
greater than the fair market value on that date of 5% of the regularly traded
class of Securities with the lowest fair market value. However, if such
non-regularly traded class of Securities is convertible into a regularly traded
class of Securities, the special tax and the withholding tax would apply to the
disposition of an interest in such non-regularly traded class of Securities only
if on the date such interest was acquired by such person it had a fair market
value greater than the fair market value on that date of 5% of the regularly
traded class of Securities into which it is convertible. The special tax (but,
except in certain circumstances, not the withholding tax) would likewise apply
to a disposition of an interest in a class of Securities that is regularly
traded on an established securities market by a non-U.S. person who beneficially
owns, directly or indirectly, more than 5% of such class of Securities at any
time during the five-year period immediately preceding the disposition of the
interest.

                  Certain United States federal tax consequences of an
investment in a class of Securities will, to the extent appropriate under the
circumstances, be described in the Prospectus Supplement relating thereto. Each
prospective holder of Securities is urged to consult its own tax advisors
regarding the United States federal tax consequences of an investment in such
Securities, as well as the tax consequences under the laws of any state, local
or other United States or non-United States taxing jurisdiction.

                                      -12-

<PAGE>   14

                              PLAN OF DISTRIBUTION

                  General. The Corporation may sell Offered Securities to or
through underwriters or dealers, and also may sell Offered Securities directly
to other purchasers or through agents.

                  The distribution of the Offered Securities may be effected
from time to time in one or more transactions at a fixed price or prices, which
may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices.

                  In connection with the sale of Offered Securities,
underwriters may receive compensation from the Corporation or from purchasers of
Offered Securities for whom they may act as agents in the form of discounts,
concessions or commissions. Underwriters may sell Offered Securities to or
through dealers and such dealers may receive compensation in the form of
discounts, concessions and commissions from the underwriters and commissions
from the purchasers for whom they may act as agents. Underwriters, dealers and
agents that participate in the distribution of Offered Securities may be deemed
to be underwriters, and any discounts or commissions received by them from the
Corporation and any profit on the resale of Offered Securities by them may be
deemed to be underwriting discounts and commissions under the Act. Any such
underwriter or agent will be identified, and any such compensation received from
the Corporation will be described, in the Prospectus Supplement.

                  Except for the Common Stock, the Offered Securities will be a
new issue of securities with no established trading market. Underwriters and
agents to whom such Offered Securities are sold by the Corporation for public
offering and sale may make a market in such Offered Securities, but such
underwriters and agents will not be obligated to do so and may discontinue any
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for such Offered Securities.

                  Under agreements which may be entered into by the Corporation,
underwriters, dealers and agents who participate in the distribution of Offered
Securities may be entitled to indemnification by the Corporation against certain
liabilities, including liabilities under the Act.


                             VALIDITY OF SECURITIES

                  The validity of the Offered Securities will be passed upon for
the Corporation by White & Case LLP, 1155 Avenue of the Americas, New York, New
York 10036.


                                     EXPERTS

                  The consolidated financial statements and schedules
incorporated in this Prospectus by reference have been so incorporated in
reliance on the reports of Arthur Andersen LLP and PricewaterhouseCoopers LLP,
independent accountants, given on the authority of such firms as experts in
auditing and accounting.

                                      -13-

<PAGE>   15



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*

<TABLE>

<S>                                                 <C>     
SEC filing fee...................................   $100,662
Accounting fees and expenses.....................      7,000
Legal fees and expenses .........................    200,000
Blue Sky expenses................................     20,000
Warrant Agent's fees.............................      2,000
Depositary's fees................................      2,000
Transfer Agent's fees............................      2,000
Printing and engraving expenses..................     25,000
Miscellaneous ...................................      5,000
                                                    --------
Total ...........................................   $363,662
                                                    ========
</TABLE>

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

*All estimates except for filing fee.

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 145 of the Delaware General Corporation Law authorizes
and empowers the Corporation to indemnify the directors, officers, employees and
agents of the Corporation against liabilities incurred in connection with, and
related expenses resulting from, any claim, action or suit brought against any
such person as a result of his or her relationship with the Corporation,
provided that such persons acted in good faith and in a manner such person
reasonably believed to be in, and not opposed to, the best interests of the
Corporation in connection with the acts or events on which such claim, action or
suit is based. The finding of either civil or criminal liability on the part of
such person in connection with such acts or events is not necessarily
determinative of the question of whether such person has met the required
standard of conduct and is, accordingly, entitled to be indemnified. The
foregoing statements are subject to the detailed provisions of Section 145 of
the General Corporation Law of the State of Delaware.

                  The By-Laws of the Corporation provide that each person who at
any time is or shall have been a director or officer of the Corporation, or is
or shall have been serving another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity at the request
of the Corporation, and his or her heirs, executors and administrators, shall be
indemnified by the Corporation in accordance with and to the full extent
permitted by the General Corporation Law of the State of Delaware. Section 6 of
the By-Laws of the Corporation facilitates enforcement of the right of directors
and owners to be indemnified by establishing such right as a contract right
pursuant to which the person entitled thereto may bring suit as if the
indemnification provisions of the By-Laws were set forth in a separate written
contract between the Corporation and the director or officer.

ITEM 16.  EXHIBITS.

<TABLE>
<CAPTION>

EXHIBIT
NUMBER                                   DESCRIPTION OF DOCUMENTS
-------                                  ------------------------

<S>      <C>      <C>                                                             
 1         -      Proposed form of Underwriting  Agreement  relating to the Common Stock,  the Preferred Stock, the
                  Depositary Shares and the Warrants.
</TABLE>

                                      II-1

<PAGE>   16

<TABLE>


<S>       <C>    <C>                                
 4.1       -      Restated  Certificate of  Incorporation  dated as of July 13, 1987.  Incorporated by reference to
                  Exhibit 3 to the Registrant's Form 10-K for the year ended December 31, 1987.

 4.2       -      Amendment to the Restated Certificate of Incorporation dated May 5, 1997.

 4.3       -      By-Laws as amended  through  November  1, 1993 and  adopted  November  1, 1993.  Incorporated  by
                  reference  to  Exhibit  3(b) to the  Registrant's  Annual  Report on Form 10-K for the year ended
                  December 31, 1993.

 4.4       -      Rights  Agreement  dated  August 30, 1990 (the "Rights  Agreement")  between the  Registrant  and
                  Manufacturers  Hanover Trust Corporation,  as Rights Agent.  Incorporated by reference to Exhibit
                  1 to the Registrant's Registration Statement on Form 8-A dated August 31, 1990.

 4.5       -      First  Amendment  dated November 27, 1990 to the Rights  Agreement.  Incorporated by reference to
                  Exhibit 2 to the Registrant's Form 8 dated December 7, 1990.

 4.6       -      Second  Amendment  dated December 7, 1990 to the Rights  Agreement.  Incorporated by reference to
                  Exhibit 3 to the Registrant's Form 8 dated December 7, 1990.

 4.7       -      Third  Amendment  dated February 26, 1992 to the Rights  Agreement.  Incorporated by reference to
                  Exhibit 4 to the Registrant's Form 8 dated March 17, 1992.

 4.8       -      Form of Deposit Agreement  (including form of Depositary  Receipt).  Incorporated by reference to
                  Exhibit 4.14 to the Registrant's Registration Statement on Form S-3 (No. 33-54249).

 4.9       -      Form of Warrant  Agreement  (including  form of  Warrant).  Incorporated  by reference to Exhibit
                  4.15 to the Registrant's Registration Statement on Form S-3 (No. 33-54249).

 5         -      Opinion of White & Case LLP.

12         -      Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.

23.1       -      Consent of Arthur Andersen LLP.

23.2       -      Consent of PricewaterhouseCoopers LLP.

23.3       -      Consent of White & Case LLP (included in Exhibit 5).

24         -      Power of Attorney of certain officers and directors.
</TABLE>

ITEM 17.  UNDERTAKINGS.

                  The undersigned Registrant hereby undertakes:

                  (1)      to file, during any period in which offers or sales 
         are being made, a post-effective amendment to this registration 
         statement:

                            (i)  to include any prospectus required by Section 
                  10(a)(3) of the Act;

                            (ii) to reflect in the prospectus any facts or
                  events arising after the effective date of the registration
                  statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in 

                                      II-2

<PAGE>   17

                   the registration statement. Notwithstanding the foregoing,
                   any increase or decrease in volume of securities offered (if
                   the total dollar value of securities offered would not
                   exceed that which was registered) and any deviation from the
                   low or high end of the estimated maximum offering range may
                   be reflected in the form of prospectus filed with the
                   Commission pursuant to Rule 424(b) if, in the aggregate, the
                   changes in volume and price represent no more than a 20%
                   change in the maximum aggregate offering price set forth in
                   the "Calculation of Registration Fee" table in the effective
                   registration statement; and

                             (iii) to include any material information with
                   respect to the plan of distribution not previously disclosed
                   in the registration statement or any material change to such
                   information in the registration statement;

         provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
         the information required to be included in a post-effective amendment
         by those paragraphs is contained in periodic reports filed with or
         furnished to the Commission by the Registrant pursuant to Section 13 or
         Section 15(d) of the 1934 Act that are incorporated by reference in the
         registration statement;

                  (2) that, for the purpose of determining any liability under
         the Act, each such post-effective amendment shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof;

                  (3) to remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering;

                  (4) that, for purposes of determining any liability under the
         Act, each filing of the Registrant's annual report pursuant to Section
         13(a) or 15(d) of the 1934 Act that is incorporated by reference in
         this registration statement shall be deemed to be a new registration
         statement relating to the securities offered therein, and the offering
         of such securities at that time shall be deemed to be the initial bona
         fide offering thereof; and

                  (5) that, for purposes of determining any liability under the
         Act, the information omitted from the form of prospectus filed as part
         of this registration statement in reliance upon Rule 430A and contained
         in a form of prospectus, filed by the Registrant pursuant to Rule
         424(b)(1) or (4) under the Act shall be deemed to be part of this
         registration statement as of the time it was declared effective.

                  Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
Corporation pursuant to the foregoing provisions, or otherwise, the Corporation
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Corporation of expenses incurred or paid by a director,
officer or controlling person of the Corporation in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Corporation will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

                                      II-3

<PAGE>   18



                                   SIGNATURES

                  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT
IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF DENVER, STATE OF COLORADO, ON THE 15TH DAY OF
JULY, 1998.

                                             NEWMONT MINING CORPORATION


                                             By  /s/ Timothy J. Schmitt
                                                 ------------------------------
                                                  Timothy J. Schmitt
                                                  Vice President, Secretary and
                                                  Assistant General Counsel

                  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>

SIGNATURE                               TITLE                                            DATE
---------                               -----                                            ----
<S>                                     <C>                                            <C>
                *
----------------------------            
   Ronald C. Cambre                     Chairman, President and Chief                   July 15, 1998
                                        Executive Officer and Director
                                        (Principal Executive Officer)

                *
----------------------------
  James T. Curry, Jr.                   Director                                        July 15, 1998

                *
----------------------------
  Joseph P. Flannery                    Director                                        July 15, 1998

                *
----------------------------
  Leo I. Higdon, Jr.                    Director                                        July 15, 1998

                *
----------------------------
   Thomas A. Holmes                     Director                                        July 15, 1998


                *
----------------------------
   George B. Munroe                     Director                                        July 15, 1998

                *
----------------------------
  Robin A. Plumbridge                   Director                                        July 15, 1998

                *
----------------------------
   Moeen A. Qureshi                     Director                                        July 15, 1998

                *
----------------------------
   Michael K. Reilly                    Director                                        July 15, 1998
</TABLE>



                                      II-4

<PAGE>   19

<TABLE>

<S>                                     <C>                                           <C>
                *
----------------------------
    Jean Head Sisco                     Director                                        July 15, 1998

                *
----------------------------
William I.M. Turner, Jr.                Director                                        July 15, 1998

                *
----------------------------
    Wayne W. Murdy                      Executive Vice President and Chief              July 15, 1998
                                        Financial Officer (Principal
                                        Financial Officer)

                *
----------------------------
Linda K. Wheeler                        Controller                                      July 15, 1998
                                        (Principal Accounting Officer)
</TABLE>


     *By  /s/ Timothy J. Schmitt
         -----------------------
         Timothy J. Schmitt as
         Attorney-in-fact


                                      II-5


<PAGE>   20



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

EXHIBIT
NUMBER
-------

<S>      <C>     <C>
  1       -       Proposed form of Underwriting Agreement relating to the Common Stock, the Preferred Stock, the
                  Depositary Shares and the Warrants.

  4.1     -       Restated Certificate of Incorporation dated as of July 13, 1987.  Incorporated by reference to
                  Exhibit 3 to the Registrant's Form 10-K for the year ended December 31, 1987.

  4.2     -       Amendment to the Restated Certificate of Incorporation dated May 5, 1997.

  4.3     -       By-Laws as amended through November 1, 1993 and adopted November 1, 1993. Incorporated by
                  reference to Exhibit 3(b) to the Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1993.

  4.4     -       Rights Agreement dated August 30, 1990 (the "Rights Agreement") between the Registrant and
                  Manufacturers Hanover Trust Company, as Rights Agent. Incorporated by reference to Exhibit 1 to
                  the Registrant's Registration Statement on Form 8-A dated August 31, 1990.

  4.5     -       First Amendment dated November 27, 1990 to the Rights Agreement.  Incorporated by reference to
                  Exhibit 2 to the Registrant's Form 8 dated December 7, 1990.

  4.6     -       Second Amendment dated December 7, 1990 to the Rights Agreement. Incorporated by reference to
                  Exhibit 3 to the Registrant's Form 8 dated December 7, 1990.

  4.7     -       Third Amendment dated February 26, 1992 to the Rights Agreement.  Incorporated by reference to
                  Exhibit 4 to the Registrant's Form 8 dated March 17, 1992.

  4.8     -       Form of Deposit Agreement (including form of Depositary Receipt). Incorporated by reference to 
                  Exhibit 4.14 to the Registrant's Registration Statement on Form S-3 (No. 33-54249).

  4.9     -       Form of Warrant Agreement (including form of Warrant).  Incorporated by reference to Exhibit
                  4.15 to the Registrant's Registration Statement on Form S-3 (No. 33-54249).

  5       -       Opinion of White & Case.

 12       -       Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.

 23.1     -       Consent of Arthur Andersen LLP.

 23.2     -       Consent of PricewaterhouseCoopers LLP.

 23.3     -       Consent of White & Case LLP (included in Exhibit 5).

 24       -       Power of Attorney of certain officers and directors.

</TABLE>