<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
CYPRUS Amax Minerals Company
(Name of Registrant as Specified In Its Charter)
CYPRUS Amax Minerals Company
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
(4) Proposed maximum aggregate value of transaction:
- --------
*Set forth the amount on which the filing is calculated and state how it was
determined.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
[LOGO OF CYPRUS AMAX MINERALS COMPANY APPEARS HERE]
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
AND PROXY STATEMENT FOR
CYPRUS AMAX MINERALS COMPANY
To be held on Wednesday,
May 4, 1994 at 10 a.m.
in the Summit Room of
Scanticon Denver
Inverness Business Park
200 Inverness Drive West
Englewood, Colorado 80112
<PAGE>
NOTICE OF MEETING
The Annual Meeting of Shareholders of Cyprus Amax Minerals Company will be
held in the Summit Room of Scanticon Denver in Inverness Business Park, 200
Inverness Drive West, Englewood, Colorado 80112 on May 4, 1994 at 10:00 in the
morning (Denver time) for the following purposes:
(1) electing four directors;
(2) approving Price Waterhouse to serve as independent accountants for
Cyprus Amax for the 1994 fiscal year; and
(3) transacting such other business as properly may come before the
meeting or any adjournment thereof.
The close of business on March 8, 1994 has been fixed as the record date for
the annual meeting. All holders of common stock of record at that time are
entitled to vote at the meeting.
It is important that your stock be represented at the meeting. Whether or not
you plan to attend, please sign, date, and return the enclosed proxy promptly
in order to be sure that your shares will be voted. You may revoke your proxy
at any time before it is voted at the meeting by submitting a written
revocation or a new proxy or by attending the meeting and voting in person.
Philip C. Wolf
Senior Vice President, General Counsel
and Corporate Secretary
March 18, 1994
<PAGE>
PROXY STATEMENT
Cyprus Amax Minerals Company
9100 East Mineral Circle
Englewood, Colorado 80112
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Cyprus Amax Minerals Company for the
Annual Meeting of Shareholders to be held on May 4, 1994. Only holders of
Cyprus Amax common stock of record at the close of business on March 8, 1994
will be entitled to vote at the meeting, each share of such stock being
entitled to one vote. On March 18, 1994 there were outstanding 91,989,750
shares of Cyprus Amax common stock. The proxy statement and enclosed form of
proxy are being mailed on or about March 24, 1994 to each shareholder entitled
to vote at the meeting. The Annual Report to shareholders for the year ended
December 31, 1993, which is not a part of this proxy statement, has been mailed
to shareholders commencing March 14, 1994.
The entire cost of the solicitation of proxies will be borne by Cyprus Amax.
In addition to solicitation by mail, officers and regular employees of Cyprus
Amax may solicit proxies by telephone, telegraph, or personal contact.
Additional solicitation of proxies of brokers, banks, nominees, and
institutional investors will be made by Georgeson & Company Inc. at a cost to
Cyprus Amax of approximately $8,000 plus out-of-pocket expenses.
RETIRING DIRECTOR
Calvin A. Campbell, Jr. has elected not to stand for re-election at this
annual meeting so that he can attend to other business commitments. Mr.
Campbell has been a director of Cyprus Amax virtually since its inception as a
public company. In that capacity he helped chart the course for Cyprus Amax
during its formative years and has contributed significantly to its success.
ELECTION OF DIRECTORS
Cyprus Amax's Certificate of Incorporation establishes a classified Board of
Directors with three classes of directors. At each annual meeting of
shareholders, the successors to the class of directors whose terms expire at
that meeting are elected to serve as directors for a three-year term. At this
annual meeting, four directors are nominated for election to hold office until
the annual meeting of shareholders in 1997 or until their successors are
elected and shall qualify.
The Board of Directors has nominated Milton H. Ward, James C. Huntington,
Jr., John Hoyt Stookey, and Billie B. Turner for election to the Board. Each
nominee is currently a director of Cyprus Amax and was recommended to the Board
by the Nominating Committee.
<PAGE>
Brief statements setting forth the principal occupations of and other
information concerning the nominees appear below.
Milton H. Ward: Chairman, President, and Chief
Executive Officer of Cyprus Amax since May 14, 1992;
Co-Chairman since November 15, 1993; age 61. His term
will expire at the annual meeting in 1994. Mr. Ward
served as Director, President, and Chief Operating
(Photo) Officer of Freeport-McMoRan Inc. from 1983 until 1992
and Chairman and Chief Executive Officer of Freeport
McMoRan Copper & Gold Inc. from 1984 until 1992. Mr.
Ward is Chairman, President, and Chief Executive
Officer of Amax Gold Inc. He is vice chairman and a
director of the American Mining Congress.
James C. Huntington, Jr.: Independent Businessman
since 1988; age 65. Mr. Huntington has been a director
(Photo) of Cyprus Amax since November 15, 1993 and his term
will expire at the annual meeting in 1994. Mr.
Huntington was Senior Vice President, Finance and
Administration of American Standard Inc. from 1987
through August 1988. He is a director of Alumax Inc.,
Dravo Corporation, and Aztec Mining Company Limited.
John Hoyt Stookey: Chairman of Quantum Chemical
Company, a subsidiary of Hanson P.L.C., since 1984;
age 64. Mr. Stookey has been a director of Cyprus Amax
since November 15, 1993 and his term will expire at
the annual meeting in 1994. Mr. Stookey was President
of Quantum Chemical Corporation from 1975 through
1993. As Chairman of Quantum Chemical Corporation, Mr.
Stookey served from 1989 to 1993 as an executive
(Photo) officer of Petrolane Incorporated, Petrolane Finance
Corp. and QJV Corp., affiliates of Quantum, which
companies were reorganized on July 15, 1993 under the
U.S. Bankruptcy Code. Mr. Stookey is a director of ACX
Technologies, Inc., Chesapeake Corporation, and the
United States Trust Company of New York.
2
<PAGE>
Billie B. Turner: Chairman of IMC Fertilizer Group,
Inc. since July 1987; age 63. He has been a director
of Cyprus Amax since October 22, 1992 and his term
(Photo) will expire at the annual meeting in 1994. Mr. Turner
has held a variety of executive offices within the IMC
organization since 1954. Mr. Turner is a director of
the American Mining Congress and IMC Fertilizer Group,
Inc.
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE ELECTION
OF MILTON H. WARD, JAMES C. HUNTINGTON, JR., JOHN HOYT STOOKEY, AND BILLIE B.
TURNER AS DIRECTORS OF CYPRUS AMAX. Shares represented by an executed proxy in
the form enclosed will, unless otherwise directed, be voted for the election
of Messrs. Ward, Huntington, Stookey, and Turner. Should any of these nominees
become unavailable for election for any reason presently unknown, the shares
so represented will be voted for the election of such other person or persons
as the Board of Directors may recommend. The proxies solicited by the Board,
however, cannot be voted for more than four nominees. The affirmative vote of
a majority of the shares represented at the meeting, either in person or by
proxy, is required to elect each director. Shares represented at the meeting
that either abstain from voting as to a nominee or are represented by a proxy
lacking authority to vote for the nominee will have the same effect in the
tabulation of votes as shares voted against the nominee.
OTHER DIRECTORS
Brief descriptions of the remaining members of the Board appear below.
Allen Born: Chairman and Chief Executive Officer of
Alumax Inc. since November 15, 1993; age 60. Mr. Born
has been a director and Co-Chairman of Cyprus Amax
since November 15, 1993 and his term will expire at
the annual meeting in 1996. Mr. Born was Chairman of
AMAX Inc. from June 1988 until November 15, 1993 and
(Photo) Chief Executive Officer of AMAX Inc. from January 1986
until November 15, 1993. He served as President and
Chief Operating Officer of AMAX Inc. from June 1985
through July 1991. Mr. Born is a director of Amax Gold
Inc., Aztec Mining Company Limited, Canada Tungsten
Inc., and the American Mining Congress, and is a
member of the Aluminum Association.
3
<PAGE>
Linda G. Alvarado: President and Chief Executive
Officer of Alvarado Construction Inc. since 1981; age
42. Ms. Alvarado has been a director of Cyprus Amax
(Photo) since December 14, 1989 and her term will expire at
the annual meeting in 1996. Ms. Alvarado is a director
of Lennox International, Norwest Colorado, Inc., Pena
Investment Advisors, Inc. and Pitney Bowes, Inc.
George S. Ansell: President of the Colorado School of
Mines since 1984; age 59. Dr. Ansell was elected to
Cyprus Amax' Board on December 3, 1987 and his term
(Photo) will expire at the annual meeting in 1996. From 1974
to 1984 Dr. Ansell served as Dean of the School of
Engineering of Rensselaer Polytechnic Institute. Dr.
Ansell is a director of Norwest Colorado, Inc. and
OEA, Inc.
William C. Bousquette: Executive Vice President and
Chief Financial Officer of Tandy Corporation since
January 1994; age 57. Mr. Bousquette has been a
director of Cyprus Amax since December 5, 1991 and his
term will expire at the annual meeting in 1995. Mr.
Bousquette was Chief Executive Officer of TE
(Photo) Electronics, a subsidiary of Tandy Corporation, from
January 1993 until January 1994. Mr. Bousquette was
Executive Vice President and Chief Financial Officer
of Tandy Corporation from November 1990 until January
1993 and Executive Vice President and Chief Financial
Officer of Emerson Electric Company from 1984 until
1990. Mr. Bousquette is a director of O'Sullivan
Industries.
4
<PAGE>
Calvin A. Campbell, Jr.: President and Chief Executive
Officer of Goodman Equipment Corporation since 1971;
age 59. He has been a director of Cyprus Amax since
October 23, 1985 and his term will expire at the
annual meeting in 1994. Mr. Campbell was Chairman of
(Photo) Cyprus Amax from May 1991 until May 1992, and
President and Chief Executive Officer from February
until May 1992. Mr. Campbell is a director of Bulley &
Andrews, Champion Parts, Inc., Eastman Chemical
Company, and the American Mining Congress.
Thomas V. Falkie: President of Berwind Natural
Resources Corporation since 1977; age 59. Dr. Falkie
was elected to Cyprus Amax's Board effective July 1,
1988 and his term will expire at the annual meeting in
(Photo) 1995. He was Director of the United States Bureau of
Mines from 1974 to 1977 and head of the Mineral
Engineering Department of Pennsylvania State
University from 1969 to 1974. Dr. Falkie is a director
of the National Coal Association and a member of the
National Academy of Engineering.
Ann Maynard Gray: President of Diversified Publishing
Group, Capital Cities/ABC, Inc. since April 1991; age
48. Ms. Gray has been a director of Cyprus Amax since
November 15, 1993 and her term will expire at the
annual meeting in 1995. For more than five years prior
(Photo) to 1991, Ms. Gray held various senior financial and
managerial positions within the Capital Cities/ABC
organization. Ms. Gray is a director of American
Business Press and Trustee of Neuberger & Berman
Income Funds, Income Trust, and Income Managers Trust.
Michael A. Morphy: Retired Chairman and Chief
Executive Officer of California Portland Cement
Company; age 61. Mr. Morphy was elected to Cyprus
Amax's Board on July 1, 1985 and his term will expire
(Photo) at the annual meeting in 1996. He has served as
President of MorMarketing since 1985 and he was Vice
Chairman of CalMat Co. in 1984 and 1985. Mr. Morphy is
a director of Santa Fe Energy Resources, Inc. and
Santa Fe Pacific Corporation.
5
<PAGE>
Ambassador Rockwell A. Schnabel: Partner Trident
Capital L.P. and former Deputy Secretary of the United
States Department of Commerce; age 57. Mr. Schnabel
was elected to Cyprus Amax's Board on February 11,
1993 and his term will expire at the annual meeting in
1996. Mr. Schnabel served as Deputy Commerce Secretary
in 1991 and 1992; Acting Secretary of Commerce from
(Photo) December 1991 to March 1992; and Under Secretary of
Commerce in 1989 and 1990. Prior to that he served as
the United States Ambassador to the Republic of
Finland from 1986 to 1989. Mr. Schnabel was with
Bateman Eichler Hill Richards, Inc. (investment
bankers--member NYSE) from 1965 to 1983, serving as
its President from 1980 to 1982. Mr. Schnabel is a
director of Amax Gold Inc.
Theodore M. Solso: Executive Vice President,
Operations of Cummins Engine Company, Inc. since 1992;
age 47. Mr. Solso has been a director of Cyprus Amax
since November 15, 1993 and his term will expire at
(Photo) the annual meeting in 1995. Mr. Solso held various
positions with Cummins Engine Company, Inc. from 1971
through 1992. Mr. Solso is a director of Cummins
Engine Foundation, Irwin Financial, and The Heritage
Fund.
James A. Todd, Jr.: Chairman and Chief Executive
Officer of Birmingham Steel Corporation; age 65. He
has been a director of Cyprus Amax since October 22,
1992 and his term will expire at the annual meeting in
(Photo) 1995. Mr. Todd has been Chairman of Birmingham Steel
Corporation since 1991 and Chief Executive Officer
since 1984, and was President from 1984 to 1991. Mr.
Todd is a director of the American Mining Congress.
6
<PAGE>
APPROVAL OF THE APPOINTMENT OF PRICE WATERHOUSE AS INDEPENDENT ACCOUNTANTS
The Board of Directors, pursuant to the recommendation of the Audit
Committee, unanimously recommends the appointment of Price Waterhouse to serve
as independent accountants for Cyprus Amax for the 1994 fiscal year. Price
Waterhouse has served as Cyprus Amax's independent accountants since 1985.
Representatives of Price Waterhouse will attend the annual meeting, will have
an opportunity to make a statement if they desire, and will be available to
respond to appropriate comments.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPOINTMENT OF
PRICE WATERHOUSE TO SERVE AS INDEPENDENT ACCOUNTANTS FOR CYPRUS AMAX FOR THE
1994 FISCAL YEAR.
7
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows, as of March 18, 1994, the beneficial ownership of
Cyprus Amax common stock held by each director, certain executive officers, and
all directors and officers as a group:
<TABLE>
<CAPTION>
NUMBER OF PERCENT
NAME OF BENEFICIAL OWNER SHARES OF CLASS
------------------------ --------- --------
<S> <C> <C>
Milton H. Ward 687,615(1) *
Allen Born 97,572(1) *
Linda G. Alvarado 2,000 *
George S. Ansell 1,375 *
William C. Bousquette 1,000 *
Calvin A. Campbell, Jr. 14,000 *
Thomas V. Falkie 4,500 *
Ann Maynard Gray 150 *
James C. Huntington, Jr. 2,000 *
Michael A. Morphy 21,013 *
Rockwell A. Schnabel 5,500 *
Theodore M. Solso 500 *
John Hoyt Stookey 500 *
James A. Todd, Jr. 2,500 *
Billie B. Turner 1,500 *
Gerald J. Malys 163,660(1) *
Jeffrey G. Clevenger 89,339(1) *
Donald P. Brown 94,354(1) *
Philip C. Wolf 142,774(1) *
All directors and officers as a group 1,544,763(1) 1.6%
</TABLE>
- --------
* Amount of class is less than one percent
(1) The total shares shown for all directors and officers as a group include
812,200 shares which certain members of the group have rights to acquire
within 60 days through the exercise of stock options issued under the
Cyprus Amax Management Incentive Program; 28,208 shares in the Employee
Savings Plan; and 2,178 shares in the Employee Stock Ownership Plan
("ESOP"). These shares include the following for Messrs. Ward, Malys,
Clevenger, Brown, and Wolf: (i) stock options issued under the Management
Incentive Program of 450,000 shares, 78,000 shares, 30,000 shares, 41,000
shares, and 75,750 shares for each named executive, respectively; (ii)
stock held in the Employee Savings Plan of 1,295 shares, 3,182 shares, 795
shares, 7,440 shares and 7,231 shares for each named executive,
respectively; and (iii) stock held in the ESOP of 0 shares, 369 shares, 0
shares, 371 shares, and 376 shares for each named executive. The total
shares shown for all directors and officers as a group also includes 75,461
shares which Mr. Born has the right to acquire within 60 days through the
exercise of stock options originally issued under the AMAX Inc. 1988
Amended and Restated Stock Plan and 1,463 shares of Cyprus Amax common
stock held in the AMAX Thrift Plan for Salaried Employees.
8
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table shows, as of March 18, 1994, Cyprus Amax common stock
held by the only person known to Cyprus Amax to have beneficial ownership of
more than five percent of its common stock:
<TABLE>
<CAPTION>
NUMBER OF PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OF CLASS
------------------------------------ --------- --------
<S> <C> <C>
T. Rowe Price Associates, Inc.
as Trustee of the Employee Savings Plan............... 5,217,844* 5.7%
10090 Red Run Boulevard
Owings Mills, MD 21117
T. Rowe Price Associates, Inc., for other funds and in- Less
dividual accounts..................................... 311,156 than 1%
</TABLE>
- --------
* As to all of these shares, the Trustee has shared voting power and shared
investment power. In light of rights given to the participants under the
Employee Savings Plan, the participants may be beneficial owners of some or
all of the 1,932,382 shares (two percent of the class) held by the Trustee
that have been allocated to the participants' accounts.
DIRECTOR COMPENSATION AND BUSINESS RELATIONSHIPS
Director compensation. Directors who are not employees of Cyprus Amax receive
an annual retainer of $25,000, a $1,000 fee for attendance at Board meetings,
and a $750 fee for attendance at committee meetings and at other meetings at
which their attendance is requested by Cyprus Amax. In addition, for meetings
which each of them chairs, the chairman of the Nominating Committee receives an
additional $250, the chairman of the Employee Funds Investment Committee
receives an additional $500, and the chairman of the Audit and Compensation and
Benefits Committees each receive an additional $5,000 per year or $500 per
meeting, whichever is greater. All directors are reimbursed for expenses
incurred in attending Board and committee meetings.
In May 1992 the shareholders approved the Stock Plan for Non-Employee
Directors. Under this plan as subsequently amended by the Board of Directors,
on July 1 of each year each director who is not on that date an employee of
Cyprus Amax is granted 500 shares of Cyprus Amax common stock, until a maximum
of 35,000 shares in the aggregate have been granted. As of March 18, 1994, a
total of 7,500 shares had been granted to nine directors.
In February 1991 the Board of Directors adopted a retirement policy for the
directors, establishing a retirement age of 70 for non-employee directors and
65 for employee directors. The policy provides that no individual shall be
nominated, appointed, or elected to serve as a director for any period which
would commence after such individual attains retirement age. Any director who
reaches retirement age while serving a term as director may continue to serve
until the first annual meeting following the attainment of retirement age.
9
<PAGE>
Effective 1990 Cyprus Amax adopted a nonqualified retirement plan for non-
employee directors. The annual benefit payable upon retirement is the amount of
the annual retainer which the eligible director received or would have received
during the calendar year in which that director ceases to serve as a director.
The benefits are payable for the life of the eligible director after the later
of retirement from the Board or attainment of age 65.
Certain business relationships. Under a consulting agreement in effect from
November 1993 through November 1996, Mr. Born will receive payment at the rate
of $300,000 per year from Cyprus Amax. Under that agreement Mr. Born agrees to
serve as Co-Chairman of the Cyprus Amax Board and Chairman of its Executive
Committee for two years from November 15, 1993 and thereafter to serve for the
balance of his current term as Vice Chairman of the Cyprus Amax Board. Mr. Born
also agrees to serve as a consultant to Cyprus Amax by rendering services as
requested. Such services may include review, advice, and counsel on
organizational and operational matters, investment proposals, investor and
shareholder relations matters and other specific matters as requested. Mr. Born
is expected to spend such time as reasonably is required to perform the
services requested of him.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held twelve meetings in 1993.
The Executive Committee, which met three times in 1993, has as its members
Allen Born (Chairman), Linda G. Alvarado, George S. Ansell, Calvin A. Campbell,
Jr., Thomas V. Falkie, Billie B. Turner, and Milton H. Ward. The committee has
and may exercise all of the powers of the Board when the Board is not in
session but may not take any action which legally may be taken only by the
Board.
The Audit Committee, which met three times in 1993, has as its members
William C. Bousquette (Chairman), Linda G. Alvarado, Rockwell A. Schnabel,
Theodore M. Solso, and James A. Todd, Jr., none of whom is an officer or
employee of Cyprus Amax. The committee reviews audit examinations and annual
financial reports and statements, as well as internal controls and results of
internal auditing activities. It reviews in advance the engagement or discharge
of independent accountants, the scope of their work, and the fees for all
services provided.
The Compensation and Benefits Committee, which met eight times in 1993, has
as its members Thomas V. Falkie (Chairman), George S. Ansell, Calvin A.
Campbell, Jr., Ann Maynard Gray, James C. Huntington, Jr., Michael A. Morphy,
and Billie B. Turner. The committee oversees benefit plans and annual
performance and merit increase budgets. The committee also administers the
Amended and Restated Management Incentive Program, which includes the Stock
Option Plan and the Restricted Stock Plan, and the Key Executive Long-Term
Incentive Program, and approves bonus pools and officer bonuses granted
pursuant to the Bonus Incentive Program.
10
<PAGE>
The Employee Funds Investment Committee, which met two times in 1993, has as
its members Michael A. Morphy (Chairman), Linda G. Alvarado, George S. Ansell,
William C. Bousquette, Calvin A. Campbell, Jr., and John Hoyt Stookey. The
committee reviews the investment and performance of benefit plan trust funds
and the selection and performance of benefit plan trust fund managers and
oversees the funding arrangements and investment performances of salaried and
hourly pension plans.
The Nominating Committee, which met one time in 1993, has as its members
Milton H. Ward (Chairman), Allen Born, William C. Bousquette, Thomas V. Falkie,
Michael A. Morphy, Rockwell A. Schnabel, and James A. Todd. The committee
reviews and makes recommendations concerning the qualifications of individuals
for election to the Board and recommends appointments to all Board committees.
The committee also reviews the performance of Board members and reviews and
approves the acceptance of directorships and trusteeships offered to senior
officers of Cyprus Amax or its subsidiaries by other corporations, banks, or
educational institutions.
The Nominating Committee does not consider individuals nominated by
shareholders for election to the Board. However, under the By-Laws, nominations
for the election of directors may be made by any shareholder entitled to vote
in the election of directors generally, but only if written notice of such
shareholder's intent to make such nominations has been received by the
Secretary of Cyprus Amax at 9100 East Mineral Circle, Englewood, Colorado 80112
not later than (i) with respect to an election to be held at an annual meeting
of shareholders, 90 days prior to the anniversary date of the immediately
preceding annual meeting, and (ii) with respect to an election to be held at a
special meeting of shareholders for the election of directors, the close of
business on the tenth day following the date on which notice of such meeting is
first given to shareholders. Each such notice shall set forth: (a) the name and
address of the shareholder who intends to make the nomination and of the person
or persons to be nominated; (b) a representation that the shareholder is a
holder of record of stock of Cyprus Amax entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate the person
or persons specified in the notice; (c) the number of shares of Cyprus Amax
owned of record and beneficially by the shareholder; (d) a description of all
arrangements or understandings between the shareholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder; (e) such other
information regarding each nominee proposed by such shareholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission; and (f) the consent of each nominee
to serve as a director of Cyprus Amax. The presiding officer of the meeting may
refuse to acknowledge the nomination of any person not made in compliance with
the foregoing procedure.
11
<PAGE>
CUMULATIVE SHAREHOLDER RETURN
The following graph shows a five-year comparison of cumulative total
shareholder returns for Cyprus Amax common stock, the S & P 500 Index, and the
stocks for peer companies (weighting the returns of these peer companies based
on stock market capitalization as of the beginning of the period). The peer
companies selected by Cyprus Amax for this Proxy Statement were Asarco, Inc.;
Ashland Coal Company; Cleveland Cliffs, Inc.; Cominco Ltd. ("Cominco");
Freeport-McMoRan, Inc.; Magma Copper Company; Noranda Inc. ("Noranda"); and
Phelps Dodge Corporation (the "New Peer Group"). For the 1993 Proxy Statement,
the peer group of companies included AMAX Inc. ("Amax") and the Pittston
Company ("Pittston") and excluded Cominco and Noranda. Amax and Pittston have
been replaced by Cominco and Noranda, as Amax is no longer a publicly-traded
company and the Pittston stock was split into two separately traded stocks. The
following graph also reflects performance of the old peer group excluding Amax
and Pittston (the "Old Peer Group"). Noranda is traded on the Toronto Stock
Exchange in Canadian currency which was translated into U.S. dollars on a
quarterly basis. Cumulative total shareholder return (on an assumed initial
investment of $100 at December 31, 1988), as determined at the end of each
year, reflects the change in stock price, assuming reinvestment of dividends.
<TABLE>
[GRAPH APPEARS HERE]
COMPARISON OF FIVE-YEAR CUMULATIVE RETURN
AMONG CYPRUS, OLD PEER GROUP INDEX, NEW PEER GROUP INDEX AND S&P 500 INDEX
<CAPTION>
Measurement period OLD NEW
(Fiscal year Covered) CYPRUS PEER PEER S&P 500
<S> <C> <C> <C> <C>
Measurement PT -
12/31/88 $ 100.0 $ 100.0 $ 100.0 $ 100.0
FYE 12/31/89 $ 125.0 $ 118.8 $ 114.5 $ 131.4
FYE 12/31/90 $ 90.5 $ 128.9 $ 110.2 $ 127.2
FYE 12/31/91 $ 115.8 $ 159.0 $ 133.3 $ 166.1
FYE 12/31/92 $ 163.9 $ 182.5 $ 150.8 $ 178.6
FYE 12/31/93 $ 138.3 $ 198.6 $ 165.5 $ 196.4
</TABLE>
12
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE ON ANNUAL COMPENSATION
The executive compensation program administered by the Compensation and
Benefits Committee of the Board of Directors ("Committee") consists of annual
compensation (Base Salary and the Bonus Incentive Program) and long-term
incentive plans (The Amended and Restated Management Incentive Program and the
Key Executive Long-Term Incentive Plan). The plans link compensation received
by participants to shareholder return, corporate earnings, business unit
performance and individual performance.
The Committee's compensation decisions applicable to Cyprus Amax Minerals
Company's ("Company") Senior Executives were viewed in the context of not only
the overall compensation strategy developed by the Committee in 1993, but also
of the events that took place during the year, the most significant of which
was the merger between Cyprus Minerals Company and AMAX Inc.
In establishing pay target levels for Senior Executives, the Compensation
Committee periodically reviews data on market compensation practices prepared
by independent outside consultants. The pay strategy developed in 1993 for the
key executive group provides for total cash compensation (salary and bonus)
targeted at competitive market medians, with total compensation (including
stock options, restricted stock and performance-vested restricted stock with
deferred cash incentive awards) designed to provide above average rewards for
superior performance. The target pay strategy is described below:
. Base salaries are targeted at 90 percent of the competitive market
median, or approximately the 40th percentile, with variations occurring
due to individual performance.
. Annual cash compensation (salary plus bonus) is targeted at the
competitive market median, or approximately the 50th percentile.
. Total compensation (salary plus annual bonus and long-term incentives)
is targeted at 130 percent of the competitive market median, or
approximately the 75th percentile.
In assessing the performance and determining the compensation of the CEO as
well as reviewing and approving the CEO's recommendations for the compensation
of other Senior Executives, the Committee considered that 1993 was a
particularly significant year for the Company. Through the successful merger
with AMAX Inc., the acquisition of other coal investments in the United States
and Australia, various international joint ventures, as well as divestitures of
certain other properties, the Company has, as a strategic objective, further
grown and concentrated on its "core" businesses. As a result, the Company is
now among the nation's top coal producers. The Committee recognized that this
balancing of assets, particularly by enlarging its coal business, was key in
light of the Company's historical reliance on copper. Additionally, cost-
cutting measures are expected to result in significant savings. For example,
the merger is expected to reduce general and administrative expenses of the
combined businesses
13
<PAGE>
by approximately $120 million and implementation of operating synergies will
further benefit the Company.
BASE SALARY
The Committee reviewed the competitive market data provided by outside
compensation consultants and, consistent with the pay strategy, implemented
less than market salary increases. The Executives named in the Summary
Compensation Table ("Named Executives"), excluding the CEO, received average
base salary increases, excluding increases for promotions, of 2.9 percent,
ranging from a low of 2.4 percent to a high of 4.9 percent.
BONUS INCENTIVE PROGRAM
The Bonus Incentive Program is based on specific financial performance
objectives established at the beginning of the year for Cyprus Amax as a whole
and its business units, individual performance, and discretionary factors as
determined by the Committee. For 1993, a net income target of $116 million was
established. The Company achieved $100 million in net income which included the
sale by Cyprus Amax of its LTV Corporation bankruptcy claims and significant
costs associated with the merger. The Committee used its discretion to
recognize the significant accomplishment achieved with the AMAX Inc. merger as
well as the other developments which took place during 1993. For the Named
Executives, excluding the CEO, the award opportunity ranges were from 12.5
percent of base salary to 100 percent of base salary. These Named Executives
were awarded bonuses ranging from 47 percent to 80 percent of base salary.
LONG-TERM INCENTIVE PROGRAMS
The Long-Term Incentive Programs have two components: (1) stock options which
are awarded under the Amended and Restated Management Incentive Program, and
(2) restricted stock and deferred cash incentive awards which are awarded under
the Key Executive Long-Term Incentive Plan.
1. Amended and Restated Management Incentive Program: Granting of stock
options and restricted stock under the Amended and Restated Management
Incentive Program is designed to link the interests of key employees
(136 participants in 1993) with those of the shareholders. Stock options
are granted with an exercise price equal to the fair market value of the
Common Stock on the date of grant and vest at the end of two years.
Granting of stock options promotes the creation of shareholder value
since the benefit cannot be realized unless stock price appreciation
occurs. The Named Executives, excluding the CEO, were granted stock
options ranging from 26,000 shares to 40,000
14
<PAGE>
shares, based on recommendations of the CEO and the Committee's
assessment of individual as well as business unit performance. Grants of
restricted stock have been awarded to a limited number of employees upon
employment as an important long-term retention device. The shares cannot
be transferred until they vest with vesting occurring in four equal
annual installments.
2. Key Executive Long-Term Incentive Plan: The Key Executive Long-Term
Incentive Plan provides for awards of restricted stock. The restriction
period is ten years from the date following the grant but restrictions
may lapse on an accelerated basis at the end of the third, fourth,
fifth, or sixth calendar years if total shareholder return exceeds the
median performance of certain peer mining companies (which for 1994 are
the companies defined on page 12 as the New Peer Group, plus Pittston
Minerals Company). In this event, Executives will also receive a
deferred cash incentive award equal to the value of the shares for
which restrictions have lapsed valued at the stock price on the day the
stock was awarded multiplied by the applicable tax rate in effect when
the shares vested. The awards made in 1993 were based on an assessment
of the competitive market data as provided by outside compensation
consultants, recommendations of the CEO and the Committe's assessment
of individual as well as business unit performance. The Named
Executives, excluding the CEO, received awards ranging from 5,250 to
7,500 shares of restricted stock.
The merger between Cyprus and AMAX Inc., represented a Change of Control as
defined in the Amended and Restated Management Incentive Program and Key
Executive Long-Term Incentive Plan. As a result, all stock options, stock
appreciation rights and restricted stock shares previously granted became fully
vested and exercisable. Participants in the Key Executive Long-Term Incentive
Plan also received a deferred cash incentive award as a result of the merger.
Cyprus Amax Executives who remained with Cyprus Amax following the merger,
agreed to surrender their Change of Control rights under employment agreements
and supplemental agreements in exchange for certain stock based awards and
modified alternative severance arrangements, as described in more detail
elsewhere in this proxy statement. As previously approved by shareholders,
following the merger, the Named Executives received a combination of restricted
stock awards and stock option grants with an estimated aggregate value
approximately equal to the amount (other than the Special Supplemental
Executive Retirement Plan amount) which would have been payable under such
agreements upon termination of employment.
COMPENSATION OF CO-CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
Milton H. Ward was hired in May 1992 as Chairman, President and Chief
Executive Officer. Since that time, the strategic direction of the Company has
significantly changed under the leadership of Mr. Ward. The successful merger
with AMAX Inc. along with other key acquisitions,
15
<PAGE>
international joint ventures, and divestitures, are focusing the Company's
direction on becoming a leading world-class copper, coal and gold mining
organization.
In determining the basis of Mr. Ward's bonus and long-term incentive
compensation for 1993, the Committee assessed overall performance taking into
consideration the merger with AMAX Inc., which increased the asset size of the
Company from $1.9 billion to $5.6 billion, other acquisition and divestiture
activities that occurred during 1993, as well as the overall financial
performance of the Company for the year. As a result, Mr. Ward was awarded the
maximum bonus allowed under the terms of the Bonus Incentive Program, 200
percent, ($1,500,000) of his base salary. In addition, in February 1993, he was
awarded 150,000 stock options under the Amended and Restated Management
Incentive Program, and 20,000 shares of restricted stock under the Key
Executive Long-Term Incentive Plan. Mr. Ward's base salary of $750,000 was not
adjusted in 1993.
COMMITTEE POLICY REGARDING COMPLIANCE WITH SECTION 162(M) OF THE INTERNAL
REVENUE CODE
The 1993 Omnibus Budget Reconciliation Act ("OBRA") became law in August 1993
for compensation earned in 1994 and later. Under the new law, income tax
deductions of publicly-traded companies may be limited to the extent total
compensation (including base salary, annual bonus, restricted stock awards,
stock option exercises and non-qualified benefits) for certain Executive
Officers exceeds $1 million in any one year. Under OBRA the deduction limit
does not apply to payments which qualify as "performance based". To qualify as
"performance based", compensation payments must be made from a plan that is
administered by a committee of outside directors based on achieving performance
goals. In addition, the material terms of the plan must be disclosed to and
approved by shareholders, and the Committee must certify that the performance
goals were achieved before payments can be awarded.
When final regulations are issued, the Committee intends to design the
Company's compensation programs to conform with the OBRA legislation and
related regulations so that total compensation paid to any employee generally
will not exceed $1 million in any one year, except for compensation payments in
excess of $1 million which qualify as "performance based". However, the Company
may pay compensation which is not deductible in limited circumstances when the
Committee so determines.
Thomas V. Falkie, Chairman
George S. Ansell
Calvin A. Campbell, Jr.
Ann Maynard Gray
James C. Huntington, Jr.
Michael A. Morphy
Billie B. Turner
16
<PAGE>
EXECUTIVE COMPENSATION
The following tables set forth information for the years indicated
concerning the compensation of the Chairman, President and Chief Executive
Officer and each of the four other executive officers as of December 31, 1993
who were the most highly compensated during 1993.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
-------------------------------------------- -------------------
RESTRICTED
OTHER ANNUAL STOCK OPTIONS/ ALL OTHER
NAME AND COMPEN- AWARD(S) SARS COMPEN-
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) SATION ($)(1) ($) (2) (#) (3) SATION ($)(4)
------------------ ---- ---------- ----------- ------------- ---------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Milton H. Ward 1993 $ 747,413 $ 1,500,000 $531,079 $4,032,806 514,588 $15,280
Chairman, President, and 1992 480,069 522,000(5) 628,888(6) 495,000 300,000 12,945
Chief Executive Officer 1991 N/A N/A N/A N/A N/A N/A
Gerald J. Malys 1993 247,604 200,000 199,155 1,657,740 78,176 7,190
Senior Vice President 1992 248,371 75,000 N/A 0 13,000 7,949
and Chief Financial Of-
ficer 1991 197,509 46,520 N/A 53,125 12,000 6,834
Jeffrey G. Clevenger 1993 226,907 150,000 450,280(7) 1,046,708 53,600 6,921
Senior Vice President, 1992 76,658 35,000 253,905(7) N/A N/A N/A
Copper 1991 N/A N/A N/A N/A N/A N/A
Donald P. Brown 1993 212,725 100,000 139,408 1,172,146 57,044 2,855
Senior Vice President,
Coal 1992 212,150 53,000 N/A 0 11,000 6,790
1991 161,518 34,890 N/A 53,125 12,000 5,588
Philip C. Wolf 1993 208,509 105,000 139,408 1,114,189 51,456 6,361
Senior Vice President,
General 1992 212,150 48,000 N/A 0 11,000 6,790
Counsel and Secretary 1991 170,563 48,020 N/A 42,500 11,000 5,903
</TABLE>
- --------
(1) Represents a deferred cash award for restricted stock that vested on
November 12, 1993 as a result of the Change of Control resulting from the
merger with AMAX Inc. The value of the deferred cash award amount is based
on the fair market value of the restricted stock on the date of the
restricted stock award, multiplied by the applicable tax rate in effect
when the shares vested.
(2) Awards were made under the Key Executive Long-Term Incentive Plan in
February 1993. Also included for 1993 are amounts reflecting restricted
stock awarded to Named Executives in exchange for cancellation of their
rights under employment agreements and supplemental agreements as a result
of the merger with AMAX Inc. in November 1993. See "Employment Contracts."
Amounts shown in the table reflect the fair market value (as defined) of
the stock on the date of the award. As of the end of fiscal 1993, the
aggregate restricted stock holdings of the Named Executives was 329,764
shares with a fair market value of $8,532,644, based on the closing price
of Cyprus Amax common stock of $25.875 per share on December 31, 1993.
Such holdings include $3,786,030 (146,320 shares) for Mr. Ward; $1,585,724
(61,284 shares) for Mr. Malys; $980,249 (37,884 shares) for Mr. Clevenger;
$1,123,389 (43,416 shares) for Mr. Brown; and $1,057,252 (40,860 shares)
for Mr. Wolf. Restrictions lapse for 25% of the shares on each anniversary
of the grant for each award, subject to continued employment and other
conditions. Regular dividends are paid on this restricted stock.
17
<PAGE>
(3) Included are amounts reflecting stock option grants awarded to the Named
Executives in exchange for cancellation of their rights under employment
agreements and supplemental agreements as a result of the merger with AMAX
Inc. in November 1993. Refer to "Employment Contracts" and "Option/SAR
Grants in Last Fiscal Year" for additional information.
(4) The amounts shown are the employer contributions to the Employee Savings
Plan.
(5) Restated from 1992 to include an $81,000 bonus awarded by the Committee to
Mr. Ward during 1993 for 1992 performance.
(6) Reflects compensation intended in part to replace benefits forfeited by
Mr. Ward when he left his previous employment and includes $247,500 as the
value of 10,000 unrestricted shares granted to Mr. Ward upon his
employment, and $381,388 as payments related to the sale of Mr. Ward's
former residence in New Orleans and his estimated tax liability arising
from such payments.
(7) Mr. Clevenger joined Cyprus Amax in August 1992. The amounts shown reflect
compensation intended to replace benefits forfeited by Mr. Clevenger when
he left his previous employment and includes $310,872 as the value of
stock options that would have vested in 1993 and $253,905 as the value of
stock options that would have vested in 1992. It was agreed that Mr.
Clevenger would receive such benefits for years 1992, 1993, and 1994.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
GRANT DATE
INDIVIDUAL GRANTS VALUE
- -------------------------------------------------------------------------------------- ------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE GRANT DATE
OPTIONS/SARS EMPLOYEES OR BASE PRICE PRESENT
NAME GRANTED (#) IN FISCAL YEAR ($ PER SHARE)(1) EXPIRATION DATE(1) VALUE ($)(2)
---- ------------ -------------- ---------------- ------------------ ------------
<S> <C> <C> <C> <C> <C>
Milton H. Ward 150,000(3) 13.65% $35.75 February 11, 2003 $1,876,875
364,588(4) 33.17% 26.00 January 3, 2004 3,317,751
Gerald J. Malys 40,000(3) 3.64% 35.75 February 11, 2003 500,500
38,176(4) 3.47% 26.00 January 3, 2004 347,402
Jeffrey G. Clevenger 30,000(3) 2.73% 35.75 February 11, 2003 375,375
23,600(4) 2.15% 26.00 January 3, 2004 214,760
Donald P. Brown 30,000(3) 2.73% 35.75 February 11, 2003 375,375
27,044(4) 2.46% 26.00 January 3, 2004 246,100
Philip C. Wolf 26,000(3) 2.37% 35.75 February 11, 2003 325,325
25,456(4) 2.32% 26.00 January 3, 2004 231,650
</TABLE>
- --------
(1) The exercise price for each grant is equal to 100 percent of the fair
market value of Cyprus Amax common stock on the grant date. All options
have a term of ten years.
(2) The value is calculated using the Black-Scholes option pricing model. The
actual value, if any, an Executive may realize will depend upon the amount
by which the market price of Cyprus Amax common stock exceeds the exercise
price when the options are exercised. The actual value, therefore, may be
greater or less than the value shown in the table.
18
<PAGE>
(3) Reflects stock options granted by the Committee in February 1993. As a
result of the Change of Control resulting from the merger with AMAX Inc.,
these options became exercisable on November 12, 1993.
(4) Reflects stock option grants awarded to the Named Executives in exchange
for cancellation of their rights under employment agreements and
supplemental agreements as a result of the merger with AMAX Inc. in
November 1993. See "Employment Contracts." These options will vest 25% per
year beginning November 14, 1994.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FISCAL AT FISCAL
YEAR-END(#) YEAR-END($)
SHARES
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED($) UNEXERCISABLE(#) UNEXERCISABLE(#)(1)
---- ------------ ----------- ---------------- -------------------
<S> <C> <C> <C> <C>
Milton H. Ward.......... 0 0 450,000/364,588 $431,250/68,360
Gerald J. Malys......... 0 0 78,000/38,176 63,688/7,158
Jeffrey G. Clevenger.... 0 0 30,000/23,600 0/4,425
Donald P. Brown......... 0 0 61,000/27,044 50,500/5,071
Philip C. Wolf.......... 0 0 75,750/25,456 133,547/4,773
</TABLE>
- --------
(1) Amounts shown in this column represent the market value of the underlying
Cyprus Amax stock at year-end minus the exercise price. The actual value,
if any, an Executive may realize will depend upon the amount by which the
market price of Cyprus Amax common stock exceeds the exercise price when
the options are exercised. The actual value, therefore, may be greater or
less than the value shown in the table.
Employment Contracts. In 1994, Cyprus Amax entered into an employment
contract with Mr. Ward. The contract, which will expire on August 1, 1997,
establishes a base salary and target cash bonus and provides that Mr. Ward is
eligible to participate in employee benefit programs. Mr. Ward covenants to
fulfill his assigned duties and to avoid activities adverse to Cyprus Amax's
interests both during and after the contract term. Cyprus Amax retains the
right to terminate the employment upon 30 days' notice. If employment is
terminated other than due to breach of covenant (or retirement or resignation
in certain circumstances), Mr. Ward would be entitled to a lump sum payment
equal to salary and bonus for the remainder of the contract period plus the
actuarial equivalent of supplemental retirement benefits and welfare benefits
for retirees. If
19
<PAGE>
permitted by applicable laws and plan provisions, Mr. Ward could be entitled to
receive the value of any previously awarded restricted shares and a three-year
period to exercise previously granted stock options.
In November 1993, Cyprus Amax entered into agreements (the "Agreements") with
Gerald J. Malys, Jeffrey G. Clevenger, Donald P. Brown, Philip C. Wolf and two
other executive officers. Pursuant to the Agreements, each executive was
granted options and restricted stock with a fair market value equal to the
severance and other benefits that they would have received under their prior
employment arrangements in the event of a termination of employment. The
restricted stock and stock options vest ratably over a four-year period with
accelerated vesting in the event of an involuntary termination without Cause, a
termination by the executive for Good Reason or by reason of death, Retirement
or Disability, or in the event of a Change of Control (as such terms are
defined in the Agreements). Upon an involuntary termination without Cause, or a
termination by the executive for Good Reason or by reason of death, or
Disability, the executive will be entitled to a cash payment equal to the
actuarial equivalent of the excess of a full retirement benefit and the
retirement benefit to which he is actually entitled and will be eligible for
retiree welfare benefits. The executives will also receive an additional
payment to make them whole for any excise tax imposed by Section 4999 of the
Internal Revenue Code imposed upon the foregoing payments.
The amounts paid to Cyprus Amax's executive officers under employment
contracts are included in the Summary Compensation table above.
Cyprus Amax has also entered into Change of Control employment agreements
with Milton H. Ward, Gerald J. Malys, Jeffrey G. Clevenger, Donald P. Brown,
Philip C. Wolf and one other executive officer (the "Employment Agreements").
The Employment Agreements become effective upon a Change of Control (as defined
therein). If the executive is terminated other than for Cause or if the
executive terminates employment under enumerated circumstances which constitute
Good Reason (as such terms are defined in the Employment Agreements) or for any
reason during the 30-day period following the first anniversary of the Change
of Control, the executive will become entitled to a specific severance payment
equal to three times the employee's yearly salary and bonus. The Employment
Agreements provide that if any payment made pursuant to the Employment
Agreements or otherwise would subject the executive to an excise tax under
Section 4999 of the Internal Revenue Code, the executive would receive an
additional payment so that after receipt of the payment the executive would be
in the same after-tax position as that in which he would have been had such
payments not been subject to such excise tax.
In February of 1994, Cyprus Amax adopted the Executive Officer Separation
Policy ("the Policy"). The individuals currently covered under this policy are
Gerald J. Malys, Jeffrey G. Clevenger, Donald P. Brown, Philip C. Wolf, and
four other executive officers ("Participants"). Separation benefits are payable
to the Participants if employment is terminated in circumstances
20
<PAGE>
as described in the Policy. The separation benefits payable to Participants
shall be equal to one year of the Participant's base salary plus the
Participant's target annual bonus. The Participant shall also be eligible for a
prorata bonus for the year of termination at the discretion of the Compensation
and Benefits Committee. The Participant shall be entitled to outplacement
services provided by a firm of Participant's choice at a cost to Cyprus Amax of
up to 15 percent of the Participant's then current base salary plus annual
bonus. Commencing upon termination, the Participant also shall be entitled to
receive medical benefits (excluding dental) and life insurance for one (1) year
following date of termination. The Policy provides that anyone who is a
participant in another agreement or arrangement which, upon termination, will
provide benefits similar to those under the Policy, shall not be entitled to
those benefits under the Policy.
RETIREMENT PLANS
The Retirement Plan for Salaried Employees of Cyprus Amax Minerals Company
(the "Retirement Plan") covers executive officers and most other salaried
employees. The amount of annuity a retiring employee will receive on a single-
life basis is determined under the formula set forth below. Upon retirement, a
married employee receives a reduced annuity payment that continues after death
to cover the surviving spouse, unless the employee and the spouse elect one of
the alternate options of equivalent actuarial value.
If an employee retires on the normal retirement date (the later of age 65 or
the fifth anniversary of the date participation commenced) the annual benefit
payable from the Retirement Plan will be the sum of: (i) 1.7 percent of average
annual earnings (base salary plus bonus) received by the employee for service
during each year after 1993, plus (ii) 1.7 percent of the employee's average
annual earnings from 1989 through 1993 multiplied by the employee's pre-1994
years of service recognized by Cyprus Amax for retirement plan benefit accrual
purposes, less (iii) 1.1 percent of the Social Security offset multiplied by
the total years of service as of December 31, 1993, not to exceed 35 years
recognized for Cyprus Amax plan purposes.
The estimated annual benefits payable upon retirement at normal retirement
age are $197,124 for Milton H. Ward; $176,767 for Gerald J. Malys; $134,978 for
Jeffrey G. Clevenger; $170,297 for Donald P. Brown; and $162,158 for Philip C.
Wolf. The foregoing estimates are based on 1993 covered pay and do not reflect
the impact of future salary increases.
The five-year period 1989 through 1993 currently used in the benefit formula
described above may be rolled forward by Cyprus Amax's Board of Directors. The
table below provides information on retirement benefits (subject to reduction
by a percentage of Social Security benefits), assuming that the formula is
applied to average annual remuneration during the five years prior to
retirement:
21
<PAGE>
<TABLE>
<CAPTION>
ASSUMED
FIVE YEAR
AVERAGE YEARS OF BENEFIT SERVICE
ANNUAL ----------------------------------------------------------------
EARNINGS 5 YEARS 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
--------- ------- -------- -------- -------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 375,000 31,875 63,750 95,625 127,500 159,375 191,250 223,125
$ 475,000 40,375 80,750 121,125 161,500 201,875 242,250 282,625
$ 675,000 57,375 114,750 172,125 229,500 286,875 344,250 401,625
$1,075,000 91,375 182,750 274,125 365,500 456,875 548,250 639,625
$1,475,000 125,375 250,750 376,125 501,500 626,875 752,250 877,625
$1,875,000 159,375 318,750 478,125 637,500 796,875 956,250 1,115,625
$2,275,000 193,375 386,750 580,125 773,500 966,875 1,160,250 1,353,625
$2,675,000 277,375 454,750 682,125 909,500 1,136,875 1,364,250 1,591,625
</TABLE>
The amounts above are payable upon retirement between ages 62 and 65. The
later of age 65 or the fifth anniversary of the date participation commenced is
normal retirement age. For retirement below age 62, the annual annuity amounts
are reduced as provided in the Retirement Plan. At year-end 1993, the following
executive officers had accumulated the years of benefit service stated
(excluding additional years under the unfunded nonqualified plan described
below): Milton H. Ward, 1 year; Gerald J. Malys, 8 years; Jeffrey G. Clevenger,
1 year; Donald P. Brown, 17 years; Philip C. Wolf, 13 years. The Employee
Retirement Income Security Act of 1974, as amended by the Tax Equity and Fiscal
Responsibility Act of 1982 and the Tax Reform Act of 1986, limits the benefits
payable from any funded retirement plan that qualifies for federal tax
exemption. The estimated annual benefits payable upon retirement, including
amounts set forth in the table above, which exceed such limits are payable from
Cyprus Amax's unfunded nonqualified retirement plans which were adopted in
1986.
In 1988 Cyprus Amax adopted an unfunded nonqualified retirement plan to
provide additional retirement benefits for certain executives designated by the
Compensation and Benefits Committee. If an eligible executive continues to work
until retirement age, he or she will receive additional retirement benefits
that will, when combined with the retirement benefits actually available under
the Retirement Plan, equal the benefits he or she would receive under the
Retirement Plan for the lesser of 30 years of service credit or twice the
service actually credited under the Retirement Plan. Under the terms of this
plan, Milton H. Ward and Gerald J. Malys would be credited with an additional
five years of service at retirement and Jeffrey G. Clevenger would be credited
with an additional eight years of service at retirement. The remaining
executive officers are not eligible for additional years credited at
retirement. This plan provides for immediate vesting and distribution of
accrued benefits in the event of Change of Control, as defined in the plan.
COMPENSATIVE COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Gerald J. Malys, Cyprus Amax's Senior Vice President and Chief Financial
Officer has been a director of Amax Gold Inc. since November 15, 1993 and has
served on the compensation committee of the Board of Directors of Amax Gold
Inc. since December 8, 1993. Milton H. Ward is
22
<PAGE>
the Co-Chairman of the Board, President and Chief Executive Officer of Cyprus
Amax and Chairman, President and Chief Executive Officer of Amax Gold Inc.
SHAREHOLDER PROPOSAL DATE
Shareholders may submit proposals on matters appropriate for shareholder
action consistent with applicable law and the Company's By-Laws. Proposals
which shareholders intend to present at the 1995 Annual Meeting of Shareholders
must be received by the Corporate Secretary of Cyprus Amax by November 18, 1994
to be considered for inclusion in Cyprus Amax's proxy statement and form of
proxy relating to the 1995 Annual Meeting.
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before the
meeting. However, if any other matters properly do come before the meeting, the
persons named in the accompanying proxy will vote thereon in accordance with
their best judgment.
By order of the Board of Directors,
Philip C. Wolf
Senior Vice President, General Counsel
and Corporate Secretary
March 18, 1994
CYPRUS AMAX'S ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION (WITHOUT EXHIBITS) MAY BE OBTAINED AT NO CHARGE BY ANY
SHAREHOLDER ENTITLED TO VOTE AT THE MEETING WHO WRITES TO: SECRETARY, CYPRUS
AMAX MINERALS COMPANY, 9100 EAST MINERAL CIRCLE, ENGLEWOOD, COLORADO 80112.
EXHIBITS TO THE FORM 10-K ARE ALSO AVAILABLE AT A COST OF TWENTY-FIVE CENTS PER
PAGE.
23
<PAGE>
[LOGO]
Printed on Recycled Paper
<PAGE>
CYPRUS AMAX MINERALS COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P
The undersigned hereby appoints Milton H. Ward, Philip C. Wolf, and
Kathleen J. Gormley, and each or any of them, the proxies and agents of the
R undersigned, with full power of substitution, to represent and vote in
accordance with the instructions on the reverse side all the shares of the
common stock of Cyprus Amax Minerals Company held of record by the
O undersigned at the close of business on March 8, 1994 at the Annual Meeting
of the Shareholders of Cyprus Amax Minerals Company to be held in the
Summit Room of Scanticon Denver in Inverness Business Park, 200 Inverness
X Drive West, Englewood, Colorado 80112 on May 4, 1994 at 10:00 a.m. (Denver
time) or at any adjournments thereof.
Y THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED FOR ITEMS 1 AND 2.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
ELECTION OF DIRECTORS. Nominees:
Milton H. Ward, James C. Huntington, Jr., John Hoyt Stookey, and Billie B.
Turner
INSTRUCTIONS: To withhold authority to vote for one or more nominees, write
the name of each nominee for whom authority is withheld in the space
provided on the reverse side. UNLESS AUTHORITY TO VOTE FOR ALL NOMINEES IS
WITHHELD, A VOTE FOR THE ELECTION OF DIRECTORS WILL BE DEEMED TO CONFER
AUTHORITY TO VOTE FOR ANY NOMINEE WHOSE NAME IS NOT WRITTEN IN THE SPACE
PROVIDED ON THE REVERSE SIDE AND FOR ANOTHER NOMINEE IF ANY OF THE NAMED
NOMINEES IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE.
SEE REVERSE
SIDE
<PAGE>
[X] PLEASE MARK YOUR SHARES IN YOUR NAME REINVESTMENT SHARES
VOTES AS IN THIS
EXAMPLE.
1. Election of FOR WITHHELD
Directors. [ ] [ ]
(see reverse)
For, except vote withheld from the following nominee(s):
- --------------------------------------------------
FOR AGAINST ABSTAIN
2. Approval of Independent [ ] [ ] [ ]
Accountants for 1994.
3. OTHER MATTERS. In their discretion, the proxies are authorized to vote upon
other matters not known to the Board of Directors on March 18, 1994 that
may come before the meeting and upon matters incident to the conduct of the
meeting.
SIGNATURE(S) _________ DATE ______
SIGNATURE(S) _________ DATE ______
NOTE: Please complete and return this card so that it is received by Society
National Bank not later than April 22, 1994.
<PAGE>
CYPRUS AMAX MINERALS COMPANY
TO CYPRUS EMPLOYEE STOCK OWNERSHIP PLAN PARTICIPANTS:
P
Participants in the Employee Stock Ownership Plan maintained by Cyprus Amax
Minerals Company and its subsidiaries may instruct the Trustee of the Plan
R to vote their Cyprus shares in the Plan (including a pro rata portion of
any shares for which the Trustee does not receive timely direction) at
Cyprus shareholder meetings. You have received with this card a copy of
O Cyprus' Notice of Annual Meeting of Shareholders and Proxy Statement.
Cyprus' Annual Meeting of Shareholders will be held in Englewood, Colorado
on May 4, 1994.
X
If you wish to instruct the Trustee to vote your Plan shares, you should
fill in and sign this voting form and mail it to reach Society National
Y Bank which serves as the tabulating agent for the Trustee, before April 22,
1994. A postage-paid return envelope is enclosed. If you do not instruct
the Trustee, or if this form properly completed fails to reach Society
National Bank by April 22, the Trustee will vote your shares in the same
proportion as those shares for which the Trustee receives proper and timely
participant direction.
PLAN ADMINISTRATOR
March 18, 1994
VOTING INSTRUCTIONS TO TRUSTEE OF STOCK OWNERSHIP PLAN
To: Boston Safe Deposit and Trust Company as Trustee under the Employee
Stock Ownership Plan of Cyprus Amax Minerals Company
I hereby direct that at the Annual Meeting of Shareholders of Cyprus Amax
Minerals Company to be held in Englewood, Colorado on May 4, 1994, or at
any adjournments or postponements thereof, the shares of Cyprus Amax
Minerals Company stock credited to my account (including a pro rata portion
of any shares for which the Trustee does not receive timely direction) and
entitled to vote at said meeting shall be voted as directed on the reverse
side. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
SEE
REVERSE
SIDE
<PAGE>
[X] PLEASE MARK YOUR SHARES IN YOUR NAME
VOTES AS IN THIS
EXAMPLE.
1. Election of FOR WITHHELD
Directors. [ ] [ ]
(see reverse)
For, except vote withheld from the following nominee(s):
- --------------------------------------------------
FOR AGAINST ABSTAIN
2. Approval of Independent [ ] [ ] [ ]
Accountants for 1994.
3. OTHER MATTERS. In their discretion, the Trustee is authorized to vote upon
other matters not known to the Board of Directors on March 18, 1994 that
may come before the meeting and upon matters incident to the conduct of the
meeting.
SIGNATURE(S) _________ DATE ______
NOTE: Please complete and return this card so that it is received by Society
National Bank not later than April 22, 1994.
<PAGE>
CYPRUS AMAX MINERALS COMPANY
TO CYPRUS AMAX EMPLOYEE SAVINGS PLAN PARTICIPANTS
P
Participants in the Employee Savings Plan maintained by Cyprus Amax
Minerals Company and its subsidiaries may instruct the Trustee of the Plan
R to vote their Cyprus shares in the Plan (including a pro rata portion of
all unallocated shares and shares for which the Trustee does not receive
timely direction) at Cyprus shareholder meetings. You have received with
O this card a copy of Cyprus' Notice of Annual Meeting of Shareholders and
Proxy Statement. Cyprus' Annual Meeting of Shareholders will be held in
Englewood, Colorado on May 4, 1994.
X
If you wish to instruct the Trustee to vote your Plan shares, you should
fill in and sign this voting form and mail it to reach Society National
Y Bank, which serves as the tabulating agent for the Trustee, before April,
22, 1994. A postage-paid return envelope is enclosed. If you do not
instruct the Trustee, or if this form properly completed fails to reach
Society National Bank by April 22, the Trustee will vote your shares in the
same proportion as those shares for which the Trustee receives proper and
timely participant direction.
PLAN ADMINISTRATOR
March 18, 1994
VOTING INSTRUCTIONS TO TRUSTEE OF SAVINGS PLAN
To: T. Rowe Price as Trustee under the Employee Savings Plan of Cyprus Amax
Minerals Company
As provided in the Savings Plan, I hereby direct that at the Annual Meeting
of Shareholders of Cyprus Amax Minerals Company to be held in Englewood,
Colorado on May 4, 1994, or at any adjournments or postponements thereof,
the shares of Cyprus Amax Minerals Company stock credited to my account
(including a pro rata portion of all unallocated shares and shares for
which the Trustee does not receive timely direction) are entitled to vote
at said meeting shall be voted as directed on the reverse side. THE BOARD
OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
SEE REVERSE
SIDE
<PAGE>
[X] PLEASE MARK YOUR SHARES IN YOUR NAME
VOTES AS IN THIS
EXAMPLE.
1. Election of FOR WITHHELD
Directors. [ ] [ ]
(see reverse)
For, except vote withheld from the following nominee(s):
__________________________________________________
2. Approval of Independent FOR AGAINST ABSTAIN
Accountants for 1994. [ ] [ ] [ ]
3. OTHER MATTERS. In their discretion, the proxies are authorized to vote upon
other matters not known to the Board of Directors on March 18, 1994 that
may come before the meeting and upon matters incident to the conduct of the
meeting.
SIGNATURE(S) _________ DATE ______
NOTE: Please complete and return this card so that it is received by Society
National Bank not later than April 22, 1994.
<PAGE>
CYPRUS AMAX MINERALS COMPANY
TO AMAX INC. THRIFT PLAN FOR SALARIED EMPLOYEES PARTICIPANTS:
P
Participants in the AMAX Inc. Thrift Plan for Salaried Employees maintained
by Cyprus Amax Minerals Company and its subsidiaries may instruct the
R Trustee of the Plan to vote their Cyprus shares in the Plan (including a
pro rata portion of any shares for which the Trustee does not receive
timely direction) at Cyprus shareholder meetings. You have received with
O this card a copy of Cyprus' Notice of Annual Meeting of Shareholders and
Proxy Statement. Cyprus' Annual Meeting of Shareholders will be held in
Englewood, Colorado on May 4, 1994.
X
If you wish to instruct the Trustee to vote your Plan shares, you should
fill in and sign this voting form and mail it to reach Society National
Y Bank, which serves as the tabulating agent for the Trustee, before April
22, 1994. A postage-paid return envelope is enclosed. If you do not
instruct the Trustee, or if this form properly completed fails to reach
Society National Bank by April 22, the Trustee will vote your shares in the
same proportion as those shares for which the Trustee receives proper and
timely participant direction.
PLAN ADMINISTRATOR
March 18, 1994
VOTING INSTRUCTIONS TO TRUSTEE OF THRIFT PLAN
To: T. Rowe Price as Trustee under the AMAX Inc. Thrift Plan for Salaried
Employees
As provided in the Thrift Plan, I hereby direct that at the Annual Meeting
of Shareholders of Cyprus Amax Minerals Company to be held in Englewood,
Colorado on May 4, 1994, or at any adjournments or postponements thereof,
the shares of Cyprus Amax Minerals Company stock credited to my account
(including a pro rata portion of any shares for which the Trustee does not
receive timely direction) and entitled to vote at said meeting shall be
voted as directed on the reverse side. THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR ITEMS 1 AND 2.
SEE REVERSE
SIDE
<PAGE>
[X] PLEASE MARK YOUR SHARES IN YOUR NAME
VOTES AS IN THIS
EXAMPLE.
1. Election of FOR WITHHELD
Directors. [ ] [ ]
(see reverse)
For, except vote withheld from the following nominee(s):
__________________________________________________
2. Approval of Independent FOR AGAINST ABSTAIN
Accountants for 1994. [ ] [ ] [ ]
3. OTHER MATTERS. In their discretion, the proxies are authorized to vote upon
other matters not known to the Board of Directors on March 18, 1994 that
may come before the meeting and upon matters incident to the conduct of the
meeting.
SIGNATURE(S) _________ DATE ______
NOTE: Please complete and return this card so that it is received by Society
National Bank not later than April 22, 1994.
<PAGE>
CYPRUS AMAX MINERALS COMPANY
TO AMAX INC. THRIFT PLAN FOR HOURLY RATED EMPLOYEES PARTICIPANTS:
P
Participants in the AMAX Inc. Thrift Plan for Hourly Rated Employees
maintained by Cyprus Amax Minerals Company and its subsidiaries may
R instruct the Trustee of the Plan to vote their Cyprus shares in the Plan
(including a pro rata portion of any shares for which the Trustee does not
receive timely direction) at Cyprus shareholder meetings. You have received
O with this card a copy of Cyprus' Notice of Annual Meeting of Shareholders
and Proxy Statement. Cyprus' Annual Meeting of Shareholders will be held in
Englewood, Colorado on May 4, 1994.
X
If you wish to instruct the Trustee to vote your Plan shares, you should
fill in and sign this voting form and mail it to reach Society National
Y Bank, which serves as the tabulating agent for the Trustee, before April
22, 1994. A postage-paid return envelope is enclosed. If you do not
instruct the Trustee, or if this form properly completed fails to reach
Society National Bank by April 22, the Trustee will vote your shares in the
same proportion as those shares for which the Trustee receives proper and
timely participant direction.
PLAN ADMINISTRATOR
March 18, 1994
VOTING INSTRUCTIONS TO TRUSTEE OF THRIFT PLAN
To: T. Rowe Price as Trustee under the AMAX Inc. Thrift Plan for Hourly
Rated Employees
As provided in the Thrift Plan, I hereby direct that at the Annual Meeting
of Shareholders of Cyprus Amax Minerals Company to be held in Englewood,
Colorado on May 4, 1994, or at any adjournments or postponements thereof,
the shares of Cyprus Amax Minerals Company stock credited to my account
(including a pro rata portion of any shares for which the Trustee does not
receive timely direction) and entitled to vote at said meeting shall be
voted as directed on the reverse side. THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR ITEMS 1 AND 2.
SEE REVERSE
SIDE
<PAGE>
[X] PLEASE MARK YOUR SHARES IN YOUR NAME
VOTES AS IN THIS
EXAMPLE.
1. Election of FOR WITHHELD
Directors. [ ] [ ]
(see reverse)
For, except vote withheld from the following nominee(s):
__________________________________________________
2. Approval of Independent FOR AGAINST ABSTAIN
Accountants for 1994. [ ] [ ] [ ]
3. OTHER MATTERS. In their discretion, the proxies are authorized to vote upon
other matters not known to the Board of Directors on March 18, 1994 that
may come before the meeting and upon matters incident to the conduct of the
meeting.
SIGNATURE(S) _________ DATE ______
NOTE: Please complete and return this card so that it is received by Society
National Bank not later than April 22, 1994.
<PAGE>
CYPRUS AMAX MINERALS COMPANY
TO AMAX INC. THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES PARTICIPANTS:
P
Participants in the AMAX Inc. Thrift Plan for Bargaining Unit Employees
maintained by Cyprus Amax Minerals Company and its subsidiaries may
R instruct the Trustee of the Plan to vote their Cyprus shares in the Plan
(including a pro rata portion of any shares for which the Trustee does not
receive timely direction) at Cyprus shareholder meetings. You have received
O with this card a copy of Cyprus' Notice of Annual Meeting of Shareholders
and Proxy Statement. Cyprus' Annual Meeting of Shareholders will be held in
Englewood, Colorado on May 4, 1994.
X
If you wish to instruct the Trustee to vote your Plan shares, you should
fill in and sign this voting form and mail it to reach Society National
Y Bank, which serves as the tabulating agent for the Trustee, before April
22, 1994. A postage-paid return envelope is enclosed. If you do not
instruct the Trustee, or if this form properly completed fails to reach
Society National Bank by April 22, the Trustee will vote your shares in the
same proportion as those shares for which the Trustee receives proper and
timely participant direction.
PLAN ADMINISTRATOR
March 18, 1994
VOTING INSTRUCTIONS TO TRUSTEE OF THRIFT PLAN
To: T. Rowe Price as Trustee under the AMAX Inc. Thrift Plan for Bargaining
Unit Employees
As provided in the Thrift Plan, I hereby direct that at the Annual Meeting
of Shareholders of Cyprus Amax Minerals Company to be held in Englewood,
Colorado on May 4, 1994, or at any adjournments or postponements thereof,
the shares of Cyprus Amax Minerals Company stock credited to my account
(including a pro rata portion of any shares for which the Trustee does not
receive timely direction) and entitled to vote at said meeting shall be
voted as directed on the reverse side. THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR ITEMS 1 AND 2.
SEE REVERSE
SIDE
<PAGE>
[X] PLEASE MARK YOUR SHARES IN YOUR NAME
VOTES AS IN THIS
EXAMPLE.
1. Election of FOR WITHHELD
Directors. [ ] [ ]
(see reverse)
For, except vote withheld from the following nominee(s):
_________________________________________________
FOR AGAINST ABSTAIN
2. Approval of Independent [ ] [ ] [ ]
Accountants for 1994.
3. OTHER MATTERS. In their discretion, the proxies are authorized to vote upon
other matters not known to the Board of Directors on March 18, 1994 that
may come before the meeting and upon matters incident to the conduct of the
meeting.
SIGNATURE(S) _________ DATE ______
NOTE: Please complete and return this card so that it is received by Society
National Bank not later than April 22, 1994.
<PAGE>
CYPRUS AMAX MINERALS COMPANY
TO AMOCO EMPLOYEE SAVINGS PLAN PARTICIPANTS:
P
Participants in the Amoco Employee Savings Plan may instruct the Trustee
of the Plan to vote their Cyprus Amax Minerals Company ("Cyprus") shares
R in the Plan at Cyprus stockholder meetings. You have received with this
card a copy of Cyprus' Notice of Annual Meeting of Shareholders and Proxy
Statement. Cyprus' Annual Meeting of Shareholders will be held in
O Englewood, Colorado, on May 4, 1994.
If you wish to instruct the Trustee to vote your Plan shares, you should
X fill in and sign this voting form and mail it to reach the Trustee not
later than April 22, 1994. A postage-paid return envelope is enclosed. If
you do not instruct the Trustee, or if this form properly completed fails
Y to reach the Trustee by April 22, the Trustee may vote your shares in its
discretion.
PLAN ADMINISTRATOR
March 18, 1994
To: The State Street Bank and Trust Company as Trustee under the EMPLOYEE
SAVINGS PLAN OF AMOCO CORPORATION AND PARTICIPATING COMPANIES.
VOTING INSTRUCTIONS TO TRUSTEE OF SAVINGS PLAN
As provided in Subsection 8.03 of the above Plan, I hereby direct that at
the Annual Meeting of Shareholders of Cyprus Amax Minerals Company to be
held in Englewood, Colorado on May 4, 1994, or at any adjournments or
postponements thereof, the shares of Cyprus Amax Minerals Company stock
credited to my account and which I am entitled to vote at said meeting
shall be voted as directed on the reverse side. THE CYPRUS AMAX BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
ELECTION OF DIRECTORS. Nominees:
Milton H. Ward, James C. Huntington, Jr., John Hoyt Stookey, and Billie B.
Turner
INSTRUCTIONS: To withhold authority to vote for one or more nominees,
write the name of each nominee for whom authority is withheld in the space
provided on reverse side. UNLESS AUTHORITY TO VOTE FOR ALL NOMINEES IS
WITHHELD, THIS DIRECTION WILL BE DEEMED TO CONFER AUTHORITY TO VOTE FOR
ANY NOMINEE WHOSE NAME IS NOT WRITTEN IN THE SPACE PROVIDED ON THE REVERSE
SIDE AND FOR ANOTHER NOMINEE IF ANY OF THE NAMED NOMINEES IS UNABLE TO
SERVE OR FOR GOOD CAUSE WILL NOT SERVE.
SEE REVERSE
SIDE
<PAGE>
[X] PLEASE MARK YOUR 1529
VOTES AS IN THIS
EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND
2.
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
- --------------------------------------------------------------------------------
FOR WITHHELD
1. Election of [ ] [ ]
Directors.
(see reverse)
FOR AGAINST ABSTAIN
2. Approval of Indepen- [ ] [ ] [ ]
dent Accountants
for 1994.
3. OTHER MATTERS. In its discretion, the Trustee is authorized to vote upon
other matters not known to the Board of Directors on March 18, 1994 that may
come before the meeting and upon matters incident to the conduct of the
meeting.
For, except vote withheld from the following nominee(s):
__________________________________________________
- --------------------------------------------------------------------------------
SIGNATURE(S) ____________ DATE ______
The signer hereby revokes all proxies
NOTE: Please sign exactly heretofore given by the signer to vote at said
as name appears. Joint meeting or any adjournments thereof.
owners should each
sign. If signing as
attorney, executor,
administrator, agent,
trustee or guardian,
please give full title
as such.
<PAGE>
CYPRUS AMAX MINERALS COMPANY
TO LUZENAC AMERICA EMPLOYEE SAVINGS PLAN PARTICIPANTS:
Participants in the Luzenac America Employee Savings Plan may instruct the
Trustee of the Plan to vote their Cyprus Amax Minerals Company ("Cyprus")
shares in the Plan (including a pro rata portion of any shares for which the
Trustee does not receive timely direction) at Cyprus stockholder meetings. You
have received with this card a copy of Cyprus' Notice of Annual Meeting of
Shareholders and Proxy Statement. Cyprus' Annual Meeting of Shareholders will
be held in Englewood, Colorado on May 4, 1994.
If you wish to instruct the Trustee to vote your Plan shares, you should fill
in and sign this voting form and mail it to reach the Trustee before April 22,
1994. A postage-paid return envelope is enclosed. If you do not instruct the
Trustee, or if this form properly completed fails to reach the Trustee by
April 22, the Trustee will vote your shares in the same proportion as those
shares for which the Trustee receives proper and timely participant direction.
PLAN ADMINISTRATOR
March 18, 1994
- -- --
- -- --
________________________________
Signature of Participant
Dated: ___________________, 1994
PLEASE COMPLETE AND RETURN THIS CARD SO THAT IT IS RECEIVED BY
THE TRUSTEE NOT LATER THAN APRIL 22, 1994.
<PAGE>
VOTING INSTRUCTIONS TO TRUSTEE OF SAVINGS PLAN
To: First Interstate Bank as Trustee under the Luzenac America Employee
Savings Plan
As provided in the Savings Plan, I hereby direct that at the Annual Meeting of
Shareholders of Cyprus Amax Minerals Company to be held in Englewood, Colorado
on May 4, 1994, or at any adjournments or postponements thereof, the shares of
Cyprus Amax Minerals Company stock credited to my account (plus a pro rata
portion of the unallocated and undirected shares) and entitled to vote at said
meeting shall be voted as directed below. THE CYPRUS AMAX BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
1. ELECTION OF DIRECTORS. The election of Milton H. Ward, James C. Huntington,
Jr., John Hoyt Stookey, and Billie B. Turner as Directors, except as
indicated below.
FOR [_] WITHHOLD AUTHORITY [_]
INSTRUCTION: To withhold authority to vote for one or more nominees, write
the name of each nominee for whom authority is withheld in the space provided
below. UNLESS AUTHORITY TO VOTE FOR ALL NOMINEES IS WITHHELD, THIS PROXY WILL
BE DEEMED TO CONFER AUTHORITY TO VOTE FOR EVERY NOMINEE WHOSE NAME IS NOT
WRITTEN IN THE SPACE PROVIDED BELOW AND FOR ANOTHER NOMINEE IF ANY OF THE
NAMED NOMINEES IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE.
- -------------------------------------------------------------------------------
2. APPROVAL OF INDEPENDENT ACCOUNTANTS FOR 1994.FOR [_] AGAINST [_]ABSTAIN [_]
3. OTHER MATTERS. Pursuant to direction from the Cyprus Amax Minerals Company
Savings Plan Administrator, the Trustee is authorized to vote upon other
matters not known to the Board of Directors on March 18, 1994 that may come
before the meeting and upon matters incident to the conduct of the meeting.
(PLEASE SIGN CARD ON OTHER SIDE)
<PAGE>
GRAPHICS APPENDIX LIST
----------------------
EDGAR Version Typeset Version
- ------------- ---------------
Page 2 Photographs of Director Nominees:
Milton H. Ward, James C. Huntington, Jr.,
John Hoyt Stookey.
Page 3 Photograph of Director Nominee:
Billie B. Turner.
Photograph of Director: Allen Born.
Page 4 Photographs of Directors: Linda G.
Alvarado, George S. Ansell, William
C. Bousquette.
Page 5 Photographs of Directors: Calvin A. Campbell,
Jr., Thomas V. Falkie, Ann Maynard Gray,
Michael A. Murphy.
Page 6 Photographs of Directors; Ambassador Rockwell
A. Schnabel, Theodore M. Solso, James A Todd,
Jr.
