<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Amax Gold Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
02312010
- --------------------------------------------------------------------------------
(CUSIP Number)
Philip C. Wolf
Senior Vice President,
General Counsel and Secretary
Cyprus Amax Minerals Company
9100 East Mineral Circle
Englewood, Colorado 80112
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 3, 1994
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box [ ].
Check the following box if a fee if being paid with the statement [ ].
Page 1 of 19 pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 02312010
1. NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cyprus Amax Minerals Company 36-2684040
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
00; WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------- 7. SOLE VOTING POWER
15,099,213 See Item 5.
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 31,313,709 See Item 5.
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 15,099,213 See Item 5.
PERSON WITH
10. SHARED DISPOSITIVE POWER
- ---------------- 31,313,709 See Item 5.
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,412,922
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 49.7%. Based upon 78,221,295 shares of Common
Stock outstanding at July 22, 1994, as reported in the
Issuer's Form 10-Q for the quarter ended June 30, 1994 and
giving effect to the issuance of 15,099,213 shares of Common
Stock as described in Item 4.
14. TYPE OF REPORTING PERSON
CO
Page 2 of 19 pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 02312010
1. NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Amax Energy Inc. 36-2684040
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------- 7. SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 31,313,709 See Item 5.
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH
10. SHARED DISPOSITIVE POWER
- ---------------- 31,313,709 See Item 5.
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 31,313,709
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 40.0%. Based upon 78,221,295 shares of
Common Stock outstanding at July 22, 1994, as reported
in the Issuer's Form 10-Q for the quarter ended
June 30, 1994.
14. TYPE OF REPORTING PERSON
CO
Page 3 of 19 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 02312010
1. NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Amax Coal Industries, Inc. 36-2684040
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------- 7. SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 31,313,709 See Item 5.
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH
10. SHARED DISPOSITIVE POWER
31,313,709 See Item 5.
- ----------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
31,313,709
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 40.0%. Based upon 78,221,295 shares of
Common Stock outstanding at July 22, 1994, as reported
in the Issuer's Form 10-Q for the quarter ended
June 30, 1994.
14. TYPE OF REPORTING PERSON
CO
Page 4 of 19 pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 02312010
1. NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Amax Coal Company 36-2684040
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------- 7. SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 31,313,709 See Item 5.
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH
10. SHARED DISPOSITIVE POWER
31,313,709 See Item 5.
- ----------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 31,313,709
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 40.0%. Based upon 78,221,295 shares of
Common Stock outstanding at July 22, 1994, as reported
in the Issuer's Form 10-Q for the quarter ended
June 30, 1994.
14. TYPE OF REPORTING PERSON
CO
Page 5 of 19 pages
<PAGE>
The undersigned hereby amends the following items, exhibits or other
portions of its Schedule 13D as set forth below:
Item 2. Identity and Background.
-----------------------
Item 2 is amended by the addition of the following:
(a) An amended Schedule I is attached.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Item 3 is amended by the addition of the following:
The information set forth in Item 4 is hereby incorporated herein by
reference.
Item 4. Purpose of the Transaction.
--------------------------
Item 4 is amended by the addition to the second paragraph thereof of the
following sentences following the third sentence thereof:
In addition, Cyprus Amax is aware that the Issuer engages in discussions
from time to time with other companies about the possibility of a business
combination involving the Issuer. Cyprus Amax expects to continue to participate
with the Issuer in these discussions as they occur.
Item 4 is further amended by the addition of the following:
Cyprus Amax and the Issuer entered into an agreement dated as of April 15,
1994 with respect to the $100 million line of credit (the "DOCLOC Agreement").
At a Special Meeting of Stockholders held on July 26, 1994 (the "Special
Meeting"), the stockholders of the Issuer approved the $100 million double
convertible line of credit to be provided by Cyprus Amax under the DOCLOC
Agreement. Outstanding indebtedness under the DOCLOC Agreement may be repaid by
the Issuer issuing a like amount of its $2.25 Series A Convertible Preferred
Stock, which may be converted by Cyprus Amax into a maximum of 12,099,213 shares
of the Issuer's Common Stock at $8.265 per share, a 20% premium over the average
closing price per share of the Common Stock for the ten-day period prior to the
signing of the commitment letter with respect to the line of credit. Cyprus Amax
also has the right to replace from time to time all or a portion of the DOCLOC
Agreement and any outstanding indebtedness and/or preferred stock with the
purchase of up to 12,099,213 shares of Common Stock at a purchase price of
$8.265 per share.
Cyprus Amax and the Issuer entered into an agreement dated as of April 15,
1994 with respect to Cyprus Amax's purchase of 3 million shares of Common Stock
(the "Stock Purchase Agreement"). At the Special Meeting, stockholders of the
Issuer also approved the Stock Purchase Agreement which provides for the sale to
Page 6 of 19 pages
<PAGE>
Cyprus Amax of 3,000,000 shares of Common Stock at a purchase price of $6.888
per share, with the proceeds of the sale being used to retire approximately
$20.7 million of the $26.0 million owed to Cyprus Amax as of June 30, 1994 under
a demand promissory note.
The final approvals of the DOCLOC Agreement and the Stock Purchase
Agreement were received from the New York Stock Exchange on August 5, 1994.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Item 5 is amended by the addition of the following:
(a), (b), (d) After giving effect of dividend reinvestment programs, Amax
Coal Company holds 31,313,709 shares of Common Stock of the Issuer, representing
approximately 40.0% of the outstanding shares of Common Stock of the Issuer
(based on 78,221,295 shares of Common Stock outstanding as of July 22, 1994 as
reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1994).
(a) Cyprus Amax beneficially owns 46,412,922 shares of Common Stock of
the Issuer (including the right to acquire 12,099,213 shares under the terms of
the DOCLOC Agreement and the acquisition of 3,000,000 shares under the Stock
Purchase Agreement), representing approximately 49.7% of the outstanding shares
of Common Stock of Issuer (after giving effect to the issuance of the
aforementioned 15,099,213 shares to Cyprus Amax and based on the 78,221,295
shares of Common Stock outstanding as of July 22, 1994 as reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994).
(a), (c) To the best of the knowledge of the reporting persons, there have
been no other transactions in the Common Stock during the past 60 days by Cyprus
Amax, Amax Energy Inc., Cyprus Amax Coal Industries, Inc., or Amax Coal Company,
or the persons listed on Schedule I hereto.
(b) (d) Cyprus Amax has the sole power to vote and direct the vote, and
sole power to dispose or direct the disposition of, the 15,099,212 shares of
Common Stock of which it is the record holder or has the right to acquire
pursuant to the DOCLOC Agreement and the Stock Purchase Agreement.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
--------------------------------
(1) Merger Agreement (Incorporated by reference to Exhibits 2.1.1 to
Registration Statement No. 33-50391 filed by Cyprus on September 24, 1993).
Page 7 of 19 pages
<PAGE>
(2) Press Release dated February 15, 1994. (Incorporated by reference
to Exhibit 2 to Amendment No. 1 to this Schedule 13D filed by Cyprus Amax on
March 15, 1994).
(3) Press Release dated March 2, 1994. (Incorporated by reference to
Exhibit 3 to Amendment No. 1 to this Schedule 13D filed by Cyprus Amax on March
15, 1994).
(4) DOCLOC Agreement (incorporated by reference to Exhibit 10(d) to
the Form 10-Q of the Issuer for the quarter ended June 30, 1994).
(5) Stock Purchase Agreement (incorporated by reference to Exhibit
10(e) to the Form 10-Q of the Issuer for the quarter ended June 30, 1994).
(6) Press Release dated July 26, 1994.
Page 8 of 19 pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned hereby certify that the information as set forth in this
Amendment is true, complete and correct.
CYPRUS AMAX MINERALS COMPANY
By: /s/ Philip C. Wolf
-------------------------------
Name: Philip C. Wolf
Title: Senior Vice President, General
Counsel and Secretary
AMAX ENERGY INC.
By: /s/ Philip C. Wolf
-------------------------------
Name: Philip C. Wolf
Title: Senior Vice President, General
Counsel and Secretary
CYPRUS AMAX COAL INDUSTRIES, INC.
By: /s/ Philip C. Wolf
-------------------------------
Name: Philip C. Wolf
Title: Senior Vice President, General
Counsel and Secretary
AMAX COAL COMPANY
By: /s/ Philip C. Wolf
-------------------------------
Name: Philip C. Wolf
Title: Senior Vice President, General
Counsel and Secretary
Dated: August 9, 1994
Page 9 of 19 pages
<PAGE>
SCHEDULE I
Name, Principal Occupation and Citizenship of Each
Director and Officer of Cyprus Amax
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation Citizenship/1/
- ---------------- -------------------- --------------
<S> <C> <C>
Milton H. Ward Co-Chairman of the Board,
9100 East Mineral Circle Chief Executive Officer
Englewood, Colorado 80112 and President
Allen Born Co-Chairman of the Board
Alumax Inc.
5655 Peachtree Parkway
Norcross, Georgia 30092-2812
Linda G. Alvarado President and Chief
Alvarado Construction Inc. Executive Officer
1266 Santa Fe Drive
P.O. Box 4366
Denver, Colorado 80204
George S. Ansell President
Colorado School of Mines
1500 Illinois Avenue
Golden, Colorado 80401
William C. Bousquette Executive Vice President
Tandy Corporation and Chief Executive Officer
1900 One Tandy Center
Fort Worth, Texas 76102
Thomas V. Falkie President
Berwind Natural Resources Company
1500 Market Street
3000 Centre Square West
Philadelphia, Pennsylvania 19102
Michael A. Morphy Independent Businessman
MorMarketing
115 W. California Blvd. #403
Pasadena, California 91105
Rockwell A. Schnabel Independent Businessman
Trident Capital, L.P.
355 S. Grand Avenue
Suite 4295
Los Angeles, California 90071
James A. Todd, Jr. Chairman and Chief
Birmingham Steel Corporation Executive Officer
1000 Urban Center Parkway
Suite 300
Birmingham, Alabama 35242
</TABLE>
- -----------------------
/1/ Except as otherwise noted, each of the persons included in this Schedule is
- --- a U.S. citizen.
Page 10 of 19 pages
<PAGE>
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation Citizenship
- ---------------- -------------------- -----------
<S> <C> <C>
Billie B. Turner Chairman
IMC Fertilizer Group, Inc.
2100 Sanders Road
Northbrook, Illinois 60062
Ann Maynard Gray President
Diversified Publishing Group
Capital Cities/ABC, Inc.
77 West 66th Street
16th Floor
New York, New York 10023
James C. Huntington, Jr. Independent Businessman
613 Twin Pine Road
Pittsburgh, Pennsylvania 15215
Theodore M. Solso Executive Vice President
Cummins Engine Company, Inc. --Operations
500 Jackson Street
Columbia, Indiana 47201
John Hoyt Stookey Chairman
Quantum Chemical Company
410 Park Avenue
New York, New York 10022
Gerald J. Malys Senior Vice President and
9100 East Mineral Circle Chief Financial Officer
Englewood, Colorado 80112-3299
Donald P. Brown Senior Vice President, Coal
9100 E. Mineral Circle
Englewood, Colorado 80112-3299
Jeffrey G. Clevenger Senior Vice President,
1501 W. Fountainhead Pkwy., Copper
Suite 290
Tempe, Arizona 85282
David H. Watkins Senior Vice President,
9100 E. Mineral Circle Exploration
Englewood, Colorado 80112-3299
Philip C. Wolf Senior Vice President,
9100 E. Mineral Circle General Counsel and
Englewood, Colorado 80112-3299 Secretary
Francis J. Kane Vice President, Investor
9100 East Mineral Circle Relations and Treasurer
Englewood, Colorado 80112-3299
Gerard H. Peppard Vice President, Human
9100 East Mineral Circle Resources
Englewood, Colorado 80112-3299
John Taraba Vice President and
9100 East Mineral Circle Controller
Englewood, Colorado 80112-3299
</TABLE>
Page 11 of 19 pages
<PAGE>
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation Citizenship
- ---------------- -------------------- -----------
<S> <C> <C>
Farokh S. Hakimi Director, Finance
9100 East Mineral Circle
Englewood, Colorado 80112-3299
J. David Flemming Director of Tax
9100 East Mineral Circle
Englewood, Colorado 80112-3299
</TABLE>
Page 12 of 19 pages
<PAGE>
Name, Principal Occupation and Citizenship of Each
Director and Officer of Cyprus Amax Coal Industries, Inc.
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation Citizenship/1/
- --------------------------------- --------------------------- --------------
<S> <C> <C>
Gerald J. Malys Senior Vice President and
9100 East Mineral Circle Chief Financial Officer of
Englewood, Colorado 80112-3299 Cyprus Amax Minerals
Company
Donald P. Brown Senior Vice President,Coal
9100 East Mineral Circle of Cyprus Amax Minerals
Englewood, Colorado 80112-3299 Company
Donald Hudson Senior Vice President,
9100 East Mineral Circle Eastern Operations of
Englewood, Colorado 80112-3299 Cyprus Amax Coal Company
Philip C. Wolf Senior Vice President,
9100 East Mineral Circle General Counsel and
Englewood, Colorado 80112-3299 Secretary of Cyprus Amax
Minerals Company
J. Mark Cook Senior Vice President,
9100 East Mineral Circle Western Operations of
Englewood, Colorado 80112-3299 Cyprus Amax Coal Company
Nicholas P. Moros Senior Vice President,
9100 East Mineral Circle Sales and Marketing of
Englewood, Colorado 80112-3299 Cyprus Amax Coal Company
Chris L. Crowl Vice President, Safety and
9100 East Mineral Circle Government Relations of
Englewood, Colorado 80112-3299 Cyprus Amax Coal Company
Francis J. Kane Vice President, Investor
9100 East Mineral Circle Relations and Treasurer
Englewood, Colorado 80112-3299
Frank J. Wood Vice President and
9100 East Mineral Circle Controller
Englewood, Colorado 80112-3299
Farokh S. Hakimi Director, Finance
9100 East Mineral Circle
Englewood, Colorado 80112-3299
J. David Flemming Director of Tax of Cyprus
9100 East Mineral Circle
Englewood, Colorado 80112-3299
Kathleen J. Gormley Attorney
9100 East Mineral Circle
Englewood, Colorado 80112-3299
</TABLE>
- ---------------------
/1/ Except as otherwise noted, each of the persons included in this Schedule is
a U.S. citizen.
Page 13 of 19 pages
<PAGE>
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation Citizenship
- --------------------------------- --------------------------- -----------
<S> <C> <C>
Morris W. Kegley Attorney
9100 E. Mineral Circle
Englewood, Colorado 80112-3299
Michael R. Peelish Attorney
9100 East Mineral Circle
Englewood, Colorado 80112-3299
Greg A. Walker Attorney
9100 E. Mineral Circle
Englewood, Colorado 80112-3299
</TABLE>
Page 14 of 19 pages
<PAGE>
Name, Principal Occupation and Citizenship of Each
Director and Officer of Amax Coal Company
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation Citizenship/1/
- --------------------------------- --------------------------- --------------
<S> <C> <C>
Gerald J. Malys Senior Vice President and
9100 East Mineral Circle Chief Financial Officer of
Englewood, Colorado 80112-3299 Cyprus Amax Minerals
Company
Donald P. Brown Senior Vice President, Coal
9100 East Mineral Circle of Cyprus Amax Minerals
Englewood, Colorado 80112-3299 Company
Donald Hudson Senior Vice President,
9100 East Mineral Circle Eastern Operations of
Englewood, Colorado 80112-3299 Cyprus Amax Coal Company
Philip C. Wolf Senior Vice President,
9100 East Mineral Circle General Counsel and
Englewood, Colorado 80112-3299 Secretary of Cyprus Amax
Minerals Company
Nicholas P. Moros Senior Vice President,
9100 East Mineral Circle Sales and Marketing of
Englewood, Colorado 80112-3299 Cyprus Amax Coal Company
Chris L. Crowl Vice President, Safety and
9100 East Mineral Circle Government Relations of
Englewood, Colorado 80112-3299 Cyprus Amax Coal Company
E. Wayne Parke Vice President, Midwest
One Riverfront Place Operations
20 Northwest First Street
Evansville, Indiana 47708
D. J. Drabant Vice President, Eastern
400 Techne Center Drive Sales and Marketing of
Suite 320 Cyprus Amax Coal Sales
Milford, Ohio 45150 Corporation
Francis J. Kane Vice President, Investor
9100 East Mineral Circle Relations and Treasurer of
Englewood, Colorado 80112-3299 Cyprus Amax Minerals
Company
Frank J. Wood Vice President and
9100 East Mineral Circle Controller of Cyprus Amax
Englewood, Colorado 80112-3299 Coal Company
Thomas A. McKeever President of Amax
200 Westlake Park Blvd. Energy, Inc.
Houston, Texas 77079
Wayne E. Gresham Vice President and
200 Westlake Park Blvd. Assistant Secretary of Amax
Houston, Texas 77079 Energy Inc.
</TABLE>
- -------------------------
/1/ Except as otherwise noted, each of the persons included in this Schedule is
a U.S. citizen.
Page 15 of 19 pages
<PAGE>
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation Citizenship
- --------------------------------- --------------------------- -----------
<S> <C> <C>
Farokh S. Hakimi Director, Finance
9100 East Mineral Circle
Englewood, Colorado 80112-3299
J. David Flemming Director of Tax of Cyprus
9100 East Mineral Circle Amax Minerals Company
Englewood, Colorado 80112-3299
Kathleen J. Gormley Attorney
9100 East Mineral Circle
Englewood, Colorado 80112-3299
Morris W. Kegley Attorney
9100 E. Mineral Circle
Englewood, Colorado 80112-3299
Michael R. Peelish Attorney
9100 East Mineral Circle
Englewood, Colorado 80112-3299
Greg A. Walker Attorney
9100 E. Mineral Circle
Englewood, Colorado 80112-3299
</TABLE>
Page 16 of 19 pages
<PAGE>
Name, Principal Occupation and Citizenship of
Each Director and Officer of Amax Energy Inc.
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation Citizenship/1/
- --------------------------------- --------------------------- --------------
<S> <C> <C>
Gerald J. Malys Senior Vice President and
9100 East Mineral Circle Chief Financial Officer of
Englewood, Colorado 80112-3299 Cyprus Amax Minerals
Company
Thomas A. McKeever President
200 Westlake Park Blvd.
Houston, Texas 77079
Philip C. Wolf Senior Vice President,
9100 East Mineral Circle General Counsel and
Englewood, Colorado 80112-3299 Secretary of Cyprus Amax
Minerals Company
William G. Hargett Vice President
200 Westlake Park Blvd.
Houston, Texas 77079
Francis J. Kane Vice President, Investor
9100 East Mineral Circle Relations and Treasurer of
Englewood, Colorado 80112-3299 Cyprus Amax Minerals
Company
John Taraba Vice President and
9100 East Mineral Circle Controller of Cyprus Amax
Englewood, Colorado 80112-3299 Minerals Company
Wayne E. Gresham Vice President and
200 Westlake Park Blvd. Assistant Secretary
Houston, Texas 77079
J. David Flemming Director of Tax of Cyprus
9100 East Mineral Circle Amax Minerals Company
Englewood, Colorado 80112-3299
Kathleen J. Gormley Attorney
9100 East Mineral Circle
Englewood, Colorado 80112-3299
</TABLE>
- -----------------------
/1/ Except as otherwise noted, each of the persons included in this Schedule is
a U.S. citizen.
Page 17 of 19 pages
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Page
----
<S> <C>
(1) Merger Agreement (Incorporated by reference to Exhibits 2.1.1 to
Registration Statement No. 33-50391 filed by Cyprus on September
24, 1993).
(2) Press Release dated February 15, 1994. (Incorporated by reference
to Exhibit 2 to Amendment No. 1 to this Schedule 13D filed by
Cyprus Amax on March 15, 1994).
(3) Press Release dated March 2, 1994. (Incorporated by reference to
Exhibit 3 to Amendment No. 1 to this Schedule 13D filed by Cyprus
Amax on March 15, 1994).
(4) DOCLOC Agreement (incorporated by reference to Appendix A to the
Proxy Statement of the Issuer dated June 30, 1994).
(5) Stock Purchase Agreement (incorporated by reference to Appendix B
to the Proxy Statement of the Issuer dated June 30, 1994).
(6) Press Release dated July 26, 1994. 19
</TABLE>
Page 18 of 19 pages
<PAGE>
[LETTERHEAD OF AMAX GOLD INC. APPEARS HERE]
NEWS RELEASE
FOR IMMEDIATE RELEASE: July 26, 1994
CONTACT: MARK LETTES
(303) 643-5522
AMAX GOLD INC. ANNOUNCES FINANCING APPROVALS AND PLANS
------------------------------------------------------
ENGLEWOOD, COLORADO: AMAX GOLD INC. (NYSE:AU;TSE:AXG) today announced that it
has received the approval of the required two-thirds of the non-Cyprus Amax
Minerals Company (Cyprus) stockholders for its Double Convertible Line of
Credit provided by Cyprus. Also approved was the purchase by Cyprus of 3
million shares of Amax Gold common stock to retire $20.7 million of
indebtedness owed by Amax Gold to Cyprus.
Amax Gold also announced its plans to offer $75 million of convertible
preferred stock through Salomon Brothers Inc. and Goldman Sachs & Co.,
primarily for the development of the Refugio and Fort Knox projects, retirement
of debt and general corporate purposes.
Amax Gold Inc. produces gold in the United States and Chile and explores
for gold in the United States, Chile, Panama and Canada and currently is 40%
owned by Cyprus Amax Minerals Company. Amax Gold is listed on the New York and
Toronto stock exchanges, and Amax Gold warrants trade on the American Stock
Exchange under the symbol AUWS and on the Toronto Stock Exchange under the
symbol AXGWT.
# # # #
Page 19 of 19 Pages
