Inside the London board room in which directors of a major British corporation were gathered Aug. 21, it sounded as if a violent plot was in the works.

"Go for knock-out blow ASAP. To get him out effectively," said the carefully written notes recounting the meeting. " ... Consistent in view that better to finish him sooner than later ... price for settling escalates with time."

The speakers were directors and advisers of Consolidated Gold Fields PLC, or CGF, a London-based corporation with South African ties that owned 26 percent of New York-based Newmont Mining Corp. They were discussing a takeover defense strategy prompted by corporate raider T. Boone Pickens Jr.'s advances toward Newmont earlier this year.

Between Aug. 21 and Sept. 18, the directors of CGF and Newmont held at least eight board meetings to discuss financial and legal strategies to repel Pickens.

Normally, board meetings are highly confidential proceedings. But notes of these meetings were made public as part of a legal battle in Delaware involving Pickens, Newmont and CGF.

The Delaware Supreme Court is in the midst of reviewing the notes as part of its analysis of the controversial takeover fight. Pickens wants the justices to invalidate the strategy employed by CGF and Newmont that appears to have defeated his bid.

Whatever the outcome of the Delaware legal battle, the meeting notes provide a glimpse inside the board room during a hotly contested takeover fight. What follows are excerpts from some of the meetings, along with key elements of the merger battle and a description of the typical Pickens' takeover attempt.

When Pickens announced on Aug. 13 that his investor group, Ivanhoe Partners, had acquired a 9.1 percent stake in Newmont Mining, he needed no introduction to Newmont or to its biggest shareholder, CGF. The oilman from Amarillo, given the code name "Hustler" by CGF, was a veteran of numerous hostile takeover fights in the 1980s. In just about every deal, the names were changed but the script was the same.

Pickens would announce he had purchased a major stake in a company and ask to meet with top management. Management often would decline to meet, hire Wall Street investment bankers and lawyers, and then try to figure out how to deal with the Texan. Pickens would announce a friendly offer for all the shares, which management would reject as "inadequate."

The rejection would be followed by a Pickens' offer directly to the target company's shareholders to buy some of the stock for cash, with an expectation that he would pay for the remainder later but not necessarily in cash. After the target company and its allies adopted defensive maneuvers that enriched shareholders, usually including Pickens, a court fight would ensue and Pickens would ultimately drop his takeover bid, losing the fight for control of the company but typically profiting on his stock holdings en route to defeat.

In line with this pattern, CGF announced on Aug. 19 that it had no interest in meeting with Pickens and affirmed its support of Newmont management. As the major stockholder in Newmont, a company with valuable gold reserves, CGF would play a leading role in shaping the takeover defense.

Gerald R. Parker, the chairman of Newmont and a CGF director, attended the CGF board meeting in London that day. At the meeting, Pickens, who had not yet made a takeover bid for Newmont but had declared his ownership of almost 10 percent, was the main topic of conversation.

"Must not take Pickens lightly, not to be overawed though ... not always been successful, seldom achieved grand prize {winning control of a company} ... short of cash ... by no means certain he can raise money he needs to buy 50 percent control of {Newmont}, not certain he cannot though ...

"CGF proceeded on basis of testing him -- press statement put out, carefully prepared ... to whether he wants profit he has of $20 million {by selling his stock} or go further with debt for total prize {winning control of Newmont} ... advice not to tango with him ... conducts his affairs in the press, their darling for shareholders rights."

CGF also indicated during this meeting that while the company would be happy to help Newmont in fighting Pickens, it did not want to commit "large sums." Later, it would become clear that CGF would have been better off financially, at least in the short run, if it had maintained this tight-fisted approach.

Little thought was given to bringing in other investors to help fight off Pickens. "Other party could collude with Pickens," was the view expressed by Newmont's chairman, Parker, according to the notes. And there was tension throughout over how much direction Newmont, and Parker, should take from CGF.

Newmont "management need to feel independent, not our lackies," the CGF notes said.

Parker indicated that Pickens might not be able to finance the multibillion-dollar takeover bid, even with Wall Street's help. His view apparently shaped the early strategy.

"Bankers doubt they can put together money needed for successful tender," Parker indicated, according to the notes. "Drexel not so active, Boesky out. Shearson Lehman might." Drexel Burnham Lambert and Shearson Lehman Bros. are major investment banking firms, and Ivan F. Boesky is the stock speculator who was the biggest Wall Street figure to be caught in the Securities and Exchange Commission insider trading investigation that is still under way.

At a Newmont board meeting on Sept. 1, the strategy in the notes is clear. Wishing to maintain its close ties with CGF and to repel Pickens, Newmont is interested in "consolidating the vote," a reference to encouraging its allies to buy Newmont shares. The reason: "Since he {Pickens} wd. {would} see he cd {could} not get 51 percent, he wd go away."

The notes of the Newmont meeting show limited discussion of maximizing value for Newmont shareholders or whether shareholders would be best served through acceptance of Pickens' offer. There is more interest in holding discussions with CGF about increasing its 26 percent stake in Newmont to discourage Pickens from proceeding.

"Persuade CGF to get off their duffs and protect their position. ... Help CGF get off their duffs," the notes said.

One alternative studied at the meeting was to declare a large dividend to Newmont shareholders, which would add debt to the company's books and make a Pickens' debt-driven takeover bid more difficult to finance.

In London the next day, CGF's board was growing impatient with Newmont and its financial advisers, Goldman, Sachs & Co. and Kidder, Peabody & Co.

"Goldman's useless, Kidder trying," notes describing the meeting said. "{Newmont} is close to panic. ... Marked difference between experience of our, their advisers." CGF's financial adviser was First Boston Corp. merger specialist Joe Perella.

One of the necessary conditions for Newmont's board to reject Pickens $95-a-share takeover bid was an opinion from its financial advisers that the offer was inadequate because the value of the company was higher.

The CGF notes asked whether such an opinion could be obtained by persuasion. "GRP {Newmont Chairman Parker} persuading bankers to get value up?" the notes said. "Wish to deny it to board because of ritual way in which approaching things -- decisions have to be justified from commercial viewpoint."

While CGF owned 26 percent of Newmont, CGF itself was about 29 percent owned by Minorco, a Bermuda company controlled by South African investors, including wealthy diamond magnate Harry Oppenheimer. First Boston apparently advised CGF that it was better to keep Minorco and Oppenheimer out of any takeover defense plans.

"Inclusion of Minorco seen by our advisors as sort of mistake Pickens looking for -- he could present himself as battling against Oppenheim {er}."

"Would be boon to Pickens to involve SA {South Africa}" Perella indicated, according to the notes.

Oppenheimer has had some involvement with the Newmont affair, even from afar. At the Sept. 2 CGF board meeting, questions included, "Is Minorco ready to buy {Newmont stock} at $100?" and "Are CGF sellers {of Newmont stock} at $100-Harry {Oppenheimer} asked?"

Sources said these and other notes were not meant to be official corporate minutes and were preliminary notes from which corporate minutes would later be written.

At each of the CGF and Newmont meetings, a variety of defensive responses to Pickens was discussed. The Sept. 4 Newmont meeting seemed to sum up the fear of Pickens.

"Several dirs. {directors} believe Bd {board} has reas {reason} to be apprehensive of coercive move by P {Pickens} wh {which} cd {could} result in change of control at an inadequate price."

On Sept. 10, Newmont directors heard reports from Kidder and Goldman indicating the Pickens' $95 a share offer was "inadequate." One analysis indicated Newmont was worth $103 to $107 a share, which must have given directors some cause for concern when Pickens raised his offer to $105 a share five days later.

Meanwhile, in London, the CGF board was meeting once again to consider its options, including buying Pickens' holdings in Newmont. However, the directors feared Pickens would not sell out, even at a premium, unless something were offered to the other shareholders.

"He cannot agree to be total greenmailer -- affects his image," the notes said.

On Sept. 15, Pickens raised his offer to $105 a share and the pressure on Newmont and CGF to act increased. But a new Wall Street analysis indicated the company was now544698226more than Pickens bid, based on a revaluation of certain Newmont assets.

In a Newmont board meeting on Sept. 18, various options were considered, including payment of a large cash dividend financed with heavy borrowings, the distribution to stockholders of ownership of certain Newmont properties and an attempt to find a "white knight" friendly buyer.

In the end, the company opted to pay a $33 a share dividend to all shareholders, including Pickens. The move was designed to give all stockholders increased cash value and to diminish some of the company's borrowing power to frustrate Pickens. The Newmont dividend was announced on Sept. 21.

In a costly part of the defense strategy, CGF abandoned its initial plans not to put additional capital into Newmont.

CGF purchased about 15.5 million Newmont shares for more than $1 billion, which increased CGF's holdings to 49.9 percent through an aggressive one-day purchase known as a "street sweep."

Following the recent stock market collapse, CGF has a paper loss on its purchases of more than $500 million, sources said.

Meanwhile, Pickens, who once had a $200 million paper profit on his holdings in Newmont, saw it shrink to about $5 million.

Pickens is contesting the defensive actions taken by Newmont and CGF to defeat his offer and has asked the Delaware Supreme Court either to force CGF to sell its Newmont shares or to strip the shares of their voting rights.

Pickens has an offer to buy Newmont shares outstanding, but the viability and terms of that offer are likely to be dictated by the Delaware court decision.

Pickens claims the CGF purchases of the large block of Newmont shares violated securities laws and that directors of both companies breached their duties to maximize value for shareholders through defensive maneuvers.

Pickens still claims to be interested in obtaining control of Newmont, if the Delaware court rules in his favor.

"Give me relief and then let's talk about what we can do," said David Batchelder, a top Pickens' executive.