<PAGE>
- - --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-1
[MARK ONE]
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 1-10040
----------
CYPRUS AMAX MINERALS COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 36-2684040
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9100 EAST MINERAL CIRCLE
ENGLEWOOD, COLORADO 80112
(Address of principal (Zip Code)
executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 303-643-5000
----------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
COMMON STOCK, WITHOUT PAR VALUE NEW YORK STOCK EXCHANGE
PREFERRED SHARE PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
9 7/8% NOTES DUE JUNE 13, 2001 NEW YORK STOCK EXCHANGE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
------ -------
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
Aggregate market value of voting stock held by non-affiliates, based on a
closing price of $27 7/8 as of March 24, 1995, was approximately $2,569,618,000.
Number of shares of common stock outstanding as of March 24, 1995, was
92,653,081.
DOCUMENTS INCORPORATED BY REFERENCE
1994 Annual Report to Shareholders (Parts I, II and IV). Proxy Statement for
the 1995 Annual Meeting to be filed within 120 days after the fiscal year
(Part III).
- - --------------------------------------------------------------------------------
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following financial statements are filed as part of this Report:
1. Financial Statements included in the 1994 Annual Report and
incorporated by reference:
<TABLE>
<CAPTION>
PAGES IN 1994
ANNUAL REPORT
-------------
<S> <C>
Report of Independent Accountants..................................... 23
Consolidated Statement of Operations for each of the three years in
the period ended December 31, 1994.................................. 34
Consolidated Balance Sheet at December 31, 1994 and 1993.............. 35
Consolidated Statement of Cash Flows for each of the three years
in the period ended December 31, 1994............................... 36
Consolidated Statement of Shareholders' Equity for each of the three
years in the period ended December 31, 1994......................... 37
Notes to Consolidated Financial Statements............................ 38-51
2. Financial Statement Schedules:
PAGES IN THIS
FORM 10-K
-------------
Report of Independent Accountants on Financial Statement
Schedules........................................................... 30
For the three years in the period ended December 31, 1994:
Schedule VIII -- Valuation and Qualifying Accounts and
Reserves............................................................ 31
</TABLE>
With the exception of the aforementioned financial statements and schedule,
and the information incorporated in Items 1 and 2 and Items 5 through 8, the
1994 Annual Report is not deemed to be filed as part of this Annual Report on
Form 10-K. Schedules not included in this Form 10-K have been omitted because
they are not applicable or the required information is shown in the financial
statements in the 1994 Annual Report or notes thereto. Separate financial
statements of 50 percent or less owned companies accounted for by the equity
method have been omitted since, if considered in the aggregate, they would not
constitute a significant subsidiary.
1
<PAGE>
3. The following exhibits are filed with this Annual Report on Form 10-K.
The exhibit numbers correspond to the numbers assigned in Item 601 of
Regulation S-K.
EXHIBIT
NUMBER DOCUMENT
------- --------
2 Agreement and Plan of Reorganization and Merger between Cyprus
Minerals Company and AMAX Inc., incorporated by reference from
Exhibit 1 to the Report on Form 8-K dated May 27, 1993.
3 (a) Certificate of Incorporation, as amended through the date of
signing of this Annual Report on Form 10-K, incorporated by
reference from Exhibit 3(a) to the Annual Report on Form 10-K
for the period ended December 31, 1989, and from Exhibit 3.1 to
the Report on Form 8-K dated November 30, 1993.
(b) By-Laws, as amended through the date of signing of this Annual
Report on Form 10-K, incorporated by reference from Exhibit 3(b)
to the Annual Report on Form 10-K for the period ended December
31, 1991, and from Exhibit 3.2 to the Report on Form 8-K dated
November 30, 1993.
4 (a) Form of Indenture between Cyprus Minerals Company and United
States Trust Company, as Trustee (including form of the Notes),
relating to the 10 1/8 % Notes due 2002, incorporated by
reference from Exhibit 4(a) to the Registration Statement on Form
S-3, File No. 33-33869.
(b) Form of Indenture between Cyprus Minerals Company and Ameritrust
Texas National Association, as Trustee (including form of the
Debentures), relating to the 8 3/8% Debentures due 2023 and
6 5/8% Notes due 2005, incorporated by reference from Exhibit 4.1
to the Report on Form 8-K dated January 28, 1993, and Exhibit 4.2
to the Report on Form 8-K dated October 21, 1993.
(c) Rights Agreement between The Chase Manhattan Bank, N.A. and
Cyprus Minerals Company, dated February 23, 1989, as amended
through the date of signing of this Annual Report on Form 10-K,
incorporated by reference from Exhibit 2 to the Report on Form
8-K dated January 29, 1990; Exhibit 4 to the Report on Form 8-K
dated January 29, 1990; and from Exhibit 1 to the Report on Form
8-K dated June 29, 1993.
2
<PAGE>
EXHIBIT
NUMBER DOCUMENT
------- --------
4 (d) Certificate of Adjustment dated as of January 22, 1990,
incorporated by reference from Exhibit 3 to the Report on Form
8-K dated January 29, 1990.
(e) Certificate of Designations of Series A Junior Participating
Preferred Stock, incorporated by reference from Exhibit 3(a) to
the Annual Report on Form 10-K for the period ended December 31,
1988, and from Exhibit 7 to the Report on Form 8-A/A dated June
29, 1993.
(f) Certain instruments with respect to long-term debt of the
Registrant have not been filed as Exhibits to this Report since
the total amount of securities authorized under any such
instrument does not exceed 10% of the total assets of the
Registrant and its subsidiaries on a consolidated basis. The
Registrant agrees to furnish a copy of each such instrument to
the Securities and Exchange Commission upon request.
10 Material Contracts (except for director and executive contracts and
compensatory plans and arrangements, includes only those contracts
filed with this Annual Report on Form 10-K and does not include
other contracts which previously have been filed by the registrant
and which either remain to be performed in whole or in part at or
after the filing of this Annual Report on Form 10-K, or were entered
into not more than two years before the date of this Annual Report
on Form 10-K).
(a) Cyprus Amax Minerals Company 1995 Bonus Incentive Program.
(b) Deferred Compensation Plan for Selected Employees of Cyprus Amax
Minerals Company.
(c) Deferred Compensation Plan for Non-Employee Directors of Cyprus
Amax Minerals Company.
3
<PAGE>
EXHIBIT
NUMBER DOCUMENT
------- --------
10 (d) Full Retirement Benefit Plan for Certain Salaried Employees, as
amended through the date of signing of the Annual Report on Form
10-K, incorporated by reference from Exhibit 10(c) to the Annual
Report on Form 10-K for the period ended December 31, 1988;
Exhibit 10(c) to the Annual Report on Form 10-K for the period
ended December 31, 1989; Exhibit 10(b) to the Annual Report on
Form 10-K for the period ended December 31, 1990; and Exhibit
10(b) to the Annual report on Form 10-K for the period ended
December 31, 1992; and including the additional amendments filed
with this Report.
(e) Restorative retirement plans, as amended through the date of
signing of the Annual Report on Form 10-K, incorporated by
reference from Exhibit 10(c) to the Annual Report on Form 10-K
for the period ended December 31, 1986; Exhibit 10(c) to the
Annual Report on Form 10-K for the period ended December 31,
1989; Exhibit 10(b) to the Annual Report on Form 10-K for the
period ended December 31, 1990; and Exhibit 10(a) to the Annual
Report on Form 10-K for the period ended December 31, 1992; and
including the additional amendments filed with this Report.
(f) Excess Defined Contribution Plan, as restated through the date
of signing of this Annual Report on Form 10-K.
(g) Stock Purchase Agreement dated March 1, 1994, between Amax Coal
Company and Union Pacific Resources Company, incorporated by
reference from Exhibit 7(c-2) to the Report on Form 8-K dated
March 31, 1994.
(h) Amended and Restated 1988 Stock Option Plan of Cyprus Amax
Minerals Company, incorporated by reference to Exhibit 99 to the
Registration Statement on Form S-8 dated November 12, 1993.
(i) Contracts regarding employment between Cyprus Minerals Company
and certain executive officers, incorporated by reference from
Exhibit 10(i) to the Annual Report on Form 10-K for the period
ended December 31, 1993.
(j) Change of Control Employment Agreements between Cyprus Amax
Minerals Company and certain executive officers, incorporated by
reference from Exhibit 10(j) to the Annual Report on Form 10-K
for the period ended December 31, 1993.
4
<PAGE>
EXHIBIT
NUMBER DOCUMENT
------- --------
10 (k) 1994 Management Incentive Program of Cyprus Amax Minerals
Company and its Participating Subsidiaries, incorporated by
reference from Exhibit 10(l) to the Annual Report on Form 10-K
for the period ended December 31, 1993.
(l) Cyprus Amax Minerals Company Executive Officer Separation Policy,
incorporated by reference from Exhibit 10(m) to the Annual Report
on Form 10-K for the period ended December 31, 1993.
(m) Cyprus Amax Minerals Company 1994 Bonus Incentive Program,
incorporated by reference from Exhibit 10(k) to the Annual
Report on Form 10-K for the period ended December 31, 1993.
(n) Stock Plan for Non-Employee Directors of Cyprus Minerals
Company, incorporated by reference to Exhibit 28 to the Report
on Form 10-Q for the quarter ended September 30, 1992.
(o) Amended and Restated Management Incentive Program of Cyprus
Minerals Company and its Participating Subsidiaries,
incorporated by reference to Exhibit 28 to the Registration
Statement on Form S-8, File No. 33-53794.
(p) Cyprus Minerals Company Nonqualified Retirement Plan for
Non-Employee Directors, incorporated by reference from Exhibit
10(c) to the Annual Report on Form 10-K for the period ended
December 31, 1990.
11 Statement re computation of per share earnings.
13 1994 Annual Report to Shareholders.
21 Subsidiaries of the Registrant.
23 Consent of Price Waterhouse LLP.
27 Financial Data Schedule.
5
<PAGE>
EXHIBIT
NUMBER DOCUMENT
------- --------
99 Financial Statements comprising the Annual Report of the Cyprus Amax
Minerals Company Savings Plan and Trust, the Cyprus Amax Minerals
Company Thrift Plan for Salaried Employees, and the Cyprus Amax
Minerals Company Thrift Plan for Bargaining Unit Employees.*
(a) 1994 Annual Report for the Cyprus Amax Minerals Company Savings
Plan and Trust, the Cyprus Amax Minerals Company Thrift Plan for
Salaried Employees, and the Cyprus Amax Minerals Company Thrift
Plan for Bargaining Unit Employees.
(b) Summary Annual Report.
(c) Consent of Independent Accountants.
- - ------------
* Filed herewith in accordance with Rule 15d-21.
(b) The following Form 8-K's were filed during the last quarter of the
period covered by this Report on Form 10-K:
No Report on Form 8-K was filed during the last quarter of the period
covered by this Report on Form 10-K.
6
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
CYPRUS AMAX MINERALS COMPANY
(REGISTRANT)
By /s/ John Taraba
----------------------
JOHN TARABA
Vice President and Controller
DATE: JUNE 29, 1995
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
PLAN ADMINISTRATOR HAS DULY CAUSED THIS ANNUAL REPORT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
CYPRUS AMAX MINERALS COMPANY
SAVINGS PLAN & TRUST ADMINISTRATOR
By /s/ Philip C. Wolf
-------------------------
PHILIP C. WOLF, CHAIRMAN
By /s/ Gerard H. Peppard
--------------------------
GERARD H. PEPPARD, MEMBER
By /s/ Francis J. Kane
------------------------
FRANCIS J. KANE, MEMBER
7
<PAGE>
THE CYPRUS AMAX MINERALS COMPANY
--------------------------------
SAVINGS PLAN AND TRUST
----------------------
FINANCIAL STATEMENTS
--------------------
DECEMBER 31, 1994 AND 1993
--------------------------
8
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
June 28, 1995
To the Participants and Administrator of the
Cyprus Amax Minerals Company Savings Plan and Trust
In our opinion, the accompanying statements of net assets available for benefits
with Fund Information and the related statements of changes in net assets
available for benefits with Fund Information present fairly, in all material
respects, the financial status of the Cyprus Amax Minerals Company Savings Plan
and Trust (the "Plan") at December 31, 1994 and 1993, and the changes in its
financial status for each of the three years in the period ended December 31,
1994, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
The Fund Information in the statements of net assets available for benefits and
the statements of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the net assets available
for benefits and the changes in net assets available for benefits of each fund.
The Fund Information has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
Price Waterhouse LLP
Denver, Colorado
9
<PAGE>
THE CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
-------------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
--------------------------------------------------------------------
DECEMBER 31, 1994
-----------------
<TABLE>
<CAPTION>
FUND INFORMATION
---------------------------------------------------------------
New
Leveraged Common America
ESOP Stock Participant Prime Growth
Total Fund Fund Loans Reserve Fund Fund
----- --------- ------ ----------- ------------ -------
Assets
- - ------
<S> <C> <C> <C> <C> <C> <C>
Investments
Common Stock
Cyprus Amax Minerals $165,833,341 $100,763,503 $65,069,838 $ - $ - $ -
Amoco Corporation 3,868,007 - 3,868,007 - - -
Mutual Funds 163,786,893 - - - 25,056,190 14,557,276
Participant Loans 12,096,694 - - 12,096,694 - -
Receivables
Employer contributions 1,434,977 1,247,582 187,395 - - -
Participant
contributions and
loan repayments 1,950,927 - 317,342 (460,241) 486,815 284,252
Cash and cash equivalents 2,646 - 2,646 - - -
----------- ----------- ---------- ---------- ---------- ----------
Total assets 348,973,485 102,011,085 69,445,228 11,636,453 25,543,005 14,841,528
----------- ----------- ---------- ---------- ---------- ----------
Liabilities
- - -----------
Interest payable 1,014,431 1,014,431 - - - -
Minimum age distributions
payable to participants 16,556 210 1,480 - 343 46
Long-term debt 86,218,387 86,218,387 - - - -
----------- ----------- ---------- ---------- ---------- ----------
Total liabilities 87,249,374 87,233,028 1,480 - 343 46
----------- ----------- ---------- ---------- ---------- ----------
Net assets available for
benefits $261,724,111 $ 14,778,057 $69,443,748 $11,636,453 $25,542,662 $14,841,482
----------- ----------- ---------- ---------- ---------- ----------
<CAPTION>
FUND INFORMATION
--------------------------------------------------------------------
Capital Equity International Spectrum Stable
Appreciation Index Stock Income Value
Fund Fund Fund Fund Fund
------------ ------ ------------- --------- ------
Assets
- - ------
<S> <C> <C> <C> <C> <C>
Investments
Common Stock
Cyprus Amax Minerals $ - $ - $ - $ - $ -
Amoco Corporation - - - - -
Mutual Funds 12,560,913 31,398,954 10,088,182 13,626,603 56,498,775
Participant Loans - - - - -
Receivables
Employer contributions - - - - -
Participant contributions and
loan repayments 180,298 322,512 166,879 229,466 423,604
Cash and cash equivalents - - - - -
---------- ---------- ---------- ---------- ----------
Total assets 12,741,211 31,721,466 10,255,061 13,856,069 56,922,379
---------- ---------- ---------- ---------- ----------
Liabilities
- - -----------
Interest payable - - - - -
Minimum age distributions
payable to participants 161 9,730 40 534 4,012
Long-term debt - - - - -
---------- ---------- ---------- ---------- ----------
Total liabilities 161 9,730 40 534 4,012
---------- ---------- ---------- ---------- ----------
Net assets available for benefits $12,741,050 $31,711,736 $10,255,021 $13,855,535 $56,918,367
========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
10
<PAGE>
THE CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
-------------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
--------------------------------------------------------------------
DECEMBER 31, 1993
-----------------
<TABLE>
<CAPTION>
FUND INFORMATION
-----------------------------------------------------------------
New
Leveraged Common America
ESOP Stock Participant Prime Growth
Total Fund Fund Loans Reserve Fund Fund
----- --------- ------ ----------- ------------ -------
Assets
- - ------
<S> <C> <C> <C> <C> <C> <C>
Investments
Common Stock
Cyprus Amax Minerals $136,681,976 $104,558,602 $32,123,374 $ - $ - $ -
Amoco Corporation 4,301,541 - 4,301,541 - - -
Mutual Funds 72,774,767 - - - 29,678,308 6,083,451
Participant Loans 7,604,696 - - 7,604,696 - -
Receivables
Employer contributions 1,876,202 1,876,202 - - - -
Participant
contributions and
loan repayments 1,702,536 - 321,306 (319,933) 607,377 199,076
Cash and cash equivalents 102,061 - 102,061 - - -
----------- ----------- ---------- --------- ---------- ---------
Total assets 225,043,779 106,434,804 36,848,282 7,284,763 30,285,685 6,282,527
----------- ----------- ---------- --------- ---------- ---------
Liabilities
- - -----------
Interest payable 1,432,622 1,432,622 - - - -
Excess contributions
refundable to
participants 78,860 123 20,756 - 16,244 7,349
Long-term debt 88,161,282 88,161,282 - - - -
----------- ----------- ---------- --------- ---------- ---------
Total liabilities 89,672,764 89,594,027 20,756 - 16,244 7,349
----------- ----------- ---------- --------- ---------- ---------
Net assets available for
benefits $135,371,015 $ 16,840,777 $36,827,526 $7,284,763 $30,269,441 $6,275,178
=========== =========== ========== ========= ========== =========
<CAPTION>
FUND INFORMATION
-------------------------------------------------------------------
Capital Equity International Spectrum Stable
Appreciation Index Stock Income Value
Fund Fund Fund Fund Fund
------------ ------ ------------- --------- ------
Assets
- - ------
<S> <C> <C> <C> <C> <C>
Investments
Common Stock
Cyprus Amax Minerals $ - $ - $ - $ - $ -
Amoco Corporation - - - - -
Mutual Funds 11,588,378 7,215,862 6,032,475 7,788,694 4,387,599
Participant Loans - - - - -
Receivables
Employer contributions - - - - -
Participant contributions and
loan repayments 183,681 198,891 116,622 251,113 144,403
Cash and cash equivalents - - - - -
---------- --------- --------- --------- ---------
Total assets 11,772,059 7,414,753 6,149,097 8,039,807 4,532,002
---------- --------- --------- --------- ---------
Liabilities
- - -----------
Interest payable - - - - -
Excess contributions
refundable to participants 10,593 5,216 6,876 7,876 3,827
Long-term debt - - - - -
---------- --------- --------- --------- ---------
Total liabilities 10,593 5,216 6,876 7,876 3,827
---------- --------- --------- --------- ---------
Net assets available for benefits $11,761,466 $7,409,537 $6,142,221 $8,031,931 $4,528,175
========== ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
11
<PAGE>
THE CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
-------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
- - -------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1994
----------------------------
<TABLE>
<CAPTION>
FUND INFORMATION
----------------------------------------------------------------------
New
Leveraged Common Prime America
ESOP Stock Participant Reserve Growth
Total Fund Fund Loans Fund Fund
----- --------- ------ ----------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Investment Income
Interest and Dividends $ 9,057,580 $ 3,588,049 $ 1,343,415 $ - $ 1,029,140 $ 145,264
Net realized gain (loss)
on investments 3,748,816 857,316 2,483,244 - - (12,098)
Net change in unrealized
appreciation
(depreciation) in fair
value of investments (4,049,128) 320,435 (1,241,195) - - (680,221)
Employer contributions 6,881,798 6,646,159 235,639 - - -
Participant contributions
and loan repayments 16,260,567 - 3,072,347 (3,653,321) 4,688,636 2,144,910
Transfer from Cyprus Amax
Thrift Plan for Hourly
Rated Employees 15,406,983 - 3,979,656 1,527,044 - 626,508
Transfer from Cyprus Amax
Thrift Plan for Salaried
Employees 109,727,587 - 23,354,007 3,542,421 74,393 7,423,811
Transfer from Cyprus Amax
Minerals ESOP 7,930,689 - 7,930,689 - - -
Transfer to Northshore (7,006,768) - (2,161,690) (353,133) (1,444,791) (407,989)
Transfers between Plan funds
and loans - (18,137) (1,339,059) 4,138,375 (3,366,360) 33,379
Employee withdrawals
Balances of Participant
accounts withdrawn (23,103,287) (4,954,801) (5,040,831) (849,696) (5,707,797) (707,260)
Interest expense (8,501,741) (8,501,741) - - - -
----------- ---------- ---------- ---------- ---------- ----------
Net increase (decrease) 126,353,096 (2,062,720) 32,616,222 4,351,690 (4,726,779) 8,566,304
Net assets available for
benefits:
Beginning of year 135,371,015 16,840,777 36,827,526 7,284,763 30,269,441 6,275,178
----------- ---------- ---------- ---------- ---------- ----------
End of year $261,724,111 $14,778,057 $69,443,748 $11,636,453 $25,542,662 $14,841,482
=========== ========== ========== ========== ========== ==========
<CAPTION>
FUND INFORMATION
-----------------------------------------------------------------
Capital Equity International Spectrum Stable
Appreciation Index Stock Income Value
Fund Fund Fund Fund Fund
------------ ------ ------------- -------- ------
<S> <C> <C> <C> <C> <C>
Investment Income
Interest and Dividends $ 917,533 $ 366,071 $ 475,340 $ 602,427 $ 590,341
Net realized gain (loss)
on investments 264,497 68,000 256,482 (168,625) -
Net change in unrealized
appreciation
(depreciation) in fair
value of investments (744,048) (253,871) (851,586) (598,642) -
Employer contributions - - - - -
Participant contributions
and loan repayments 1,684,802 2,272,339 1,428,074 2,271,499 2,351,281
Transfer from Cyprus Amax
Thrift Plan for Hourly
Rated Employees - 2,372,978 - 203,188 6,697,609
Transfer from Cyprus Amax
Thrift Plan for Salaried
Employees 958,113 21,530,906 2,324,065 6,299,522 44,220,349
Transfer from Cyprus Amax
Minerals ESOP - - - - -
Transfer to Northshore (515,669) (458,509) (466,870) (794,664) (403,453)
Transfers between Plan funds
and loans (242,246) (488,648) 1,747,922 (969,810) 504,584
Employee withdrawals
Balances of Participant
accounts withdrawn (1,343,398) (1,107,067) (800,627) (1,021,291) (1,570,519)
Interest expense - - - - -
---------- ---------- ---------- ---------- ----------
Net increase (decrease) 979,584 24,302,199 4,112,800 5,823,604 52,390,192
Net assets available for
benefits:
Beginning of year 11,761,466 7,409,537 6,142,221 8,031,931 4,528,175
---------- ---------- ---------- ---------- ----------
End of year $12,741,050 $31,711,736 $10,255,021 $13,855,535 $56,918,367
========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
12
<PAGE>
THE CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
-------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
- - -------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1993
----------------------------
<TABLE>
<CAPTION>
FUND INFORMATION
---------------------------------------------------------------------
Leveraged Common Money CIGNA Fidelity
ESOP Stock Market GIC Magellan
Total Fund Fund Fund Fund Fund
----- --------- ------ ------ ----- --------
<S> <C> <C> <C> <C> <C> <C>
Investment Income
Interest and dividends $ 7,262,361 $ 3,283,198 $ 1,198,110 $ 2 $ - $ -
Net realized gain on
investments 1,988,663 269,138 1,257,486 - - -
Net change in unrealized
appreciation
(depreciation) in fair
value of investments (28,569,314) (23,599,367) (8,050,525) - - -
Employer contributions 7,150,790 7,150,790 - - - -
Participant contributions
and loan repayments 15,185,653 - 2,753,802 - - -
Transfers from (to)
successor trustee - - - (14,583,442) (26,088,187) (15,983,702)
Transfers between Plan
funds and loans - (62,895) 473,671 (694) (656) -
Employee withdrawals
Balances of Participant
accounts withdrawn (18,249,189) (2,335,134) (4,900,535) - - -
Interest expense (8,677,278) (8,677,278) - - - -
Administrative expenses (6,255) - (6,255) - - -
----------- ----------- ---------- ----------- ----------- -----------
Net increase (decrease) (23,914,569) (23,971,548) (7,274,246) (14,584,134) (26,088,843) (15,983,702)
Net assets available for
benefits:
Beginning of year 159,285,584 40,812,325 44,101,772 14,584,134 26,088,843 15,983,702
----------- ----------- ---------- ----------- ----------- -----------
End of year $135,371,015 $ 16,840,777 $36,827,526 $ - $ - $ -
=========== =========== ========== =========== =========== ===========
<CAPTION>
FUND INFORMATION
--------------------------------------------------------------------------------
New
Fidelity Prime America Capital Equity
Puritan Participant Reserve Growth Appreciation Index
Fund Loans Fund Fund Fund Fund
-------- ----------- ------- ------- ------------ ------
<S> <C> <C> <C> <C> <C> <C>
Investment Income
Interest and dividends $ - $ - $ 1,093,129 $ 236,849 $ 450,817 $ 172,470
Net realized gain on
investments - - - 38,717 206,511 70,191
Net change in unrealized
appreciation
(depreciation) in fair
value of investments - - - 493,450 993,520 365,591
Employer contributions - - - - - -
Participant contributions
and loan repayments - (2,920,759) 5,749,716 1,624,434 1,668,157 1,851,801
Transfers from (to)
successor trustee (9,852,618) - 40,671,629 3,196,740 10,389,407 5,911,571
Transfers between Plan
funds and loans - 4,568,264 (11,850,041) 1,072,498 (953,194) (371,725)
Employee withdrawals
Balances of Participant
accounts withdrawn - (697,714) (6,383,274) (468,641) (1,257,428) (670,331)
Interest expense - - - - - -
Administrative expenses - - - - - -
---------- ---------- ---------- --------- ---------- ---------
Net increase (decrease) (9,852,618) 949,791 29,281,159 6,194,047 11,497,790 7,329,568
Net assets available for
benefits:
Beginning of year 9,852,618 6,334,972 988,282 81,131 263,676 79,969
---------- ---------- ---------- --------- ---------- ---------
End of year $ - $ 7,284,763 $30,269,441 $6,275,178 $11,761,466 $7,409,537
========== ========== ========== ========= ========== =========
<CAPTION>
FUND INFORMATION
-------------------------------------
International Spectrum Stable
Stock Income Value
Fund Fund Fund
------------- -------- ------
<S> <C> <C> <C>
Investment Income
Interest and dividends $ 140,046 $ 513,105 $ 174,635
Net realized gain on
investments 98,080 48,540 -
Net change in unrealized
appreciation
(depreciation) in fair
value of investments 1,132,572 95,445 -
Employer contributions - - -
Participant contributions
and loan repayments 854,037 2,299,895 1,304,570
Transfers from (to)
successor trustee 2,397,555 3,941,047 -
Transfers between Plan
funds and loans 1,866,892 1,678,964 3,578,916
Employee withdrawals
Balances of Participant
accounts withdrawn (407,809) (598,377) (529,946)
Interest expense - - -
Administrative expenses - - -
--------- --------- ---------
Net increase (decrease) 6,081,373 7,978,619 4,528,175
Net assets available for
benefits:
Beginning of year 60,848 53,312 -
--------- --------- ---------
End of year $6,142,221 $8,031,931 $4,528,175
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
13
<PAGE>
THE CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
-------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
- - -------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1992
----------------------------
<TABLE>
<CAPTION>
FUND INFORMATION
-------------------------------------------------------------------
Money Fidelity
Leveraged Common Market CIGNA Magellan
Total ESOP Fund Stock Fund Fund GIC Fund Fund
----- --------- ---------- ------ -------- --------
<S> <C> <C> <C> <C> <C> <C>
Investment Income
Interest and dividends $ 10,966,954 $ 3,576,902 $ 1,533,146 $ 702,878 $ 2,336,021 $ 2,129,262
Net realized gain on
investments 6,117,269 551,127 4,348,345 - - 703,620
Net change in unrealized
appreciation
(depreciation)
in fair value of
investments 41,170,975 35,627,845 7,717,380 - - (1,840,294)
Employer contributions 7,951,969 7,951,969 - - - -
Participant contributions
and loan repayments 16,155,804 - 4,261,441 2,765,564 5,765,156 3,279,024
Transfers to Luzenac
America Inc. Savings Plan (5,939,418) (835,139) (5,007,386) - (159) -
Transfers between Plan
funds and loans - (5,564) (2,851,189) (4,588,034) (2,742,855) 1,292,670
Employee withdrawals and
forfeitures
Balances of Participant
accounts withdrawn and
forfeited (24,768,444) (1,825,872) (8,383,128) (4,537,769) (5,980,341) (2,437,541)
Add: Forfeitures
remaining in Plan 29,106 29,106 - - - -
----------- ---------- --------- --------- ---------- ----------
Amounts disbursed in
settlement of
withdrawals (24,739,338) (1,796,766) (8,383,128) (4,537,769) (5,980,341) (2,437,541)
----------- ---------- --------- --------- ---------- ----------
Interest expense (8,894,804) (8,894,804) - - - -
Administrative expenses (57,637) - (57,637) - - -
----------- ---------- --------- --------- ---------- ----------
Net increase (decrease) 42,731,774 36,175,570 1,560,972 (5,657,361) (622,178) 3,126,741
Net assets available for
benefits
Beginning of year 116,553,810 4,636,755 42,540,800 20,241,495 26,711,021 12,856,961
----------- ---------- ---------- ---------- ---------- ----------
End of year $159,285,584 $40,812,325 $44,101,772 $14,584,134 $26,088,843 $15,983,702
=========== ========== ========== ========== ========== ==========
<CAPTION>
FUND INFORMATION
------------------------------------------------
New
Prime America
Fidelity Participant Reserve Growth
Puritan Fund Loans Fund Fund
------------ ----------- ------- -------
<S> <C> <C> <C> <C>
Investment Income
Interest and dividends $ 688,745 $ - $ - $ -
Net realized gain on
investments 514,177 - - -
Net change in unrealized
appreciation
(depreciation)
in fair value of
investments (333,956) - - -
Employer contributions - - - -
Participant contributions
and loan repayments 1,130,557 (2,577,226) 992,352 81,131
Transfers to Luzenac
America Inc. Savings Plan - (96,734) - -
Transfers between Plan
funds and loans 3,951,272 4,943,700 - -
Employee withdrawals and
forfeitures
Balances of Participant
accounts withdrawn and
forfeited (1,058,965) (540,758) (4,070) -
Add: Forfeitures
remaining in Plan - - - -
--------- --------- ------- ------
Amounts disbursed in
settlement of
withdrawals (1,058,965) (540,758) (4,070) -
--------- --------- ------- ------
Interest expense - - - -
Administrative expenses - - - -
--------- --------- ------- ------
Net increase (decrease) 4,891,830 1,728,982 988,282 81,131
Net assets available for
benefits
Beginning of year 4,960,788 4,605,990 - -
--------- --------- ------- ------
End of year $ 9,852,618 $ 6,334,972 $988,282 $81,131
========= ========= ======= ======
<CAPTION>
FUND INFORMATION
----------------------------------------------
Capital Equity Spectrum
Appreciation Index International Income
Fund Fund Stock Fund Fund
------------ ------ ------------- --------
<S> <C> <C> <C> <C>
Investment Income $ - $ - $ - $ -
Interest and dividends
Net realized gain on
investments - - - -
Net change in unrealized
appreciation
(depreciation)
in fair value of
investments - - - -
Employer contributions - - - -
Participant contributions
and loan repayments 263,676 79,969 60,848 53,312
Transfers to Luzenac
America Inc. Savings Plan - - - -
Transfers between Plan
funds and loans - - - -
Employee withdrawals and
forfeitures
Balances of Participant
accounts withdrawn and
forfeited - - - -
Add: Forfeitures
remaining in Plan - - - -
------- ------ ------ ------
Amounts disbursed in
settlement of
withdrawals - - - -
------- ------ ------ ------
Interest expense - - - -
Administrative expenses - - - -
------- ------ ------ ------
Net increase (decrease) 263,676 79,969 60,848 53,312
Net assets available for
benefits
Beginning of year - - - -
------- ------ ------ ------
End of year $263,676 $79,969 $60,848 $53,312
======= ====== ====== ======
</TABLE>
The accompanying notes are an integral part of these financial statements.
14
<PAGE>
THE CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
-------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1 - DESCRIPTION OF THE PLAN
- - --------------------------------
The following description of the Cyprus Amax Minerals Company Savings Plan and
Trust (the "Plan" or the "Savings Plan") provides only general information.
Refer to the Plan document for a more complete description of the Plan's
provisions.
General
- - -------
Cyprus Minerals Company ("Cyprus") and AMAX Inc. merged in November 1993,
forming Cyprus Amax Minerals Company ("Cyprus Amax" or the "Company").
Following the merger the name of the Savings Plan was changed from the Cyprus
Minerals Company Savings Plan and Trust to the Cyprus Amax Minerals Company
Savings Plan and Trust.
The Plan is a defined contribution plan maintained by Cyprus Amax for Cyprus
Amax salaried and hourly non-represented employees ("Eligible Employees" or
"Participants"). The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
Plan Mergers
- - ------------
Effective April 1, 1994, the Cyprus Amax Minerals Company Thrift Plan for Hourly
Rated Employees (the "Hourly Plan") was merged into the Plan. Net assets with a
fair value of $15,406,983 were transferred from the Hourly Plan to the Savings
Plan.
The Cyprus Amax Minerals Company Amended and Restated Employee Stock Ownership
Plan ("ESOP") merged into the Plan effective December 1, 1994. The ESOP assets
in the amount of $7,930,689 were transferred into the Savings Plan on this date.
Effective December 31, 1994, the Cyprus Amax Minerals Company Thrift Plan for
Salaried Employees (the "Salaried Plan") was also merged into the Plan. The
fair value of the assets transferred into the Plan was $109,727,587.
Leveraged ESOP
- - --------------
On February 8, 1990, the Plan was amended to include the features of a leveraged
employee stock ownership plan ("Leveraged ESOP"). The Plan purchased 4,245,810
shares of Cyprus common stock from Cyprus in return for a 20-year $95 million
promissory note bearing an interest rate of 9.75%. The shares are held as
collateral under a pledge agreement and are released for allocation to
Participant accounts as principal and interest payments are made. Under the
amended Plan, shares released are used first to replace dividends earned on
allocated shares, and the remainder are allocated to Participants' accounts as
employer contributions (Note 8). Employer contributions to the Plan, along with
dividends earned on both the allocated and unallocated shares, are used to fund
the debt service on the note.
Administration
- - --------------
The Plan is administered by the Cyprus Amax Minerals Company Savings Plan
Administrator (the "Plan Administrator"), a committee of three Cyprus Amax
officers appointed by Cyprus Amax's Board of Directors. During 1994 and most of
1993, Plan administrative expenses were paid by Cyprus Amax. Prior to 1993,
Plan administrative expenses were paid either by the Plan or by Cyprus.
Administrative expenses paid by the Plan were generated from short-
15
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
term interest and were made from the payment account which was included in the
Common Stock Fund.
Enrollment
- - ----------
Eligible Employees can enroll in the Plan during any month of the year.
Contributions
- - -------------
Participants can make contributions of an amount up to sixteen percent of basic
compensation within legal limits. Cyprus Amax must contribute to the Plan
sufficient funds to meet any currently maturing debt obligations of the Plan;
however, the Company has stated its intention to continue to contribute an
amount equal to seventy-five percent of the first six percent of each
participant's contribution ("Matchable Contribution").
Participant rollover contributions are permitted at the discretion of the Plan
Administrator provided all legal requirements are satisfied.
Vesting
- - -------
Participants are immediately vested in their employee contributions, the
earnings attributable to those contributions, and the earnings attributable to
employer contributions. Effective January 1, 1993, all Participants are
immediately 100 percent vested in the employer contributions to the Plan.
Forfeitures
- - -----------
Effective January 1, 1993, due to immediate 100 percent vesting, there are no
longer forfeitures of employer contributions.
Loans
- - -----
Participants may borrow from their Plan accounts. Loans are paid in the form of
cash and may not exceed a Participant's vested account balance within specified
legal limits. Loan interest rates are based on prime rate plus one percent as
determined on the first business day of the month preceding the month in which a
Participant's written loan request is received by the Plan Administrator. Loan
terms generally vary from a minimum of six months to a maximum of five years
although certain loans grandfathered from the Hourly Plan and Salaried Plan may
have a maximum of fifteen years.
Loan repayments are made regularly through payroll deductions or, for
participants not receiving a paycheck (i.e., on leave of absence), can be
delivered regularly to the Plan Administrator. A Participant may prepay a one-
time single sum of all of the outstanding loan balance. Effective in November
1993, partial prepayments are no longer allowed.
Participant Tax Status
- - ----------------------
Participant contributions to the Plan may be deferred, at the election of the
Participant, for federal income tax purposes, subject to certain limitations.
Employer contributions and all earnings under the Plan are deferred for federal
income tax purposes. The amounts deferred under the Plan may become subject to
federal income tax when withdrawn. Participants may also choose to make after-
tax contributions to the Plan.
16
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- - ---------------------------------------------------
Basis of Accounting
- - -------------------
The accounting records of the Plan are maintained on the accrual basis.
Valuation of Assets
- - -------------------
Plan investments are valued at net asset value as determined by the Trustee,
based on the fair market value of the underlying investments.
Participant loans are valued at principal amount.
Transfers of assets into the Plan are shown at fair market value. Participant
cost is recorded as the cost of assets transferred into the Plan. Assets
transferred out of the Plan are reported at market value with the difference
between cost and market reported as realized gains or losses.
NOTE 3 - INVESTMENTS
- - --------------------
Investment Options
- - ------------------
Prior to January 1, 1993, participants could elect to invest their contributions
in combinations of Cyprus common stock, a money market fund (Shearson Lehman
Hutton Tempcash), two diversified equity funds (Fidelity Magellan and Fidelity
Puritan Funds) or a guaranteed investment contract with CIGNA (CIGNA's
Guaranteed Long-Term Account).
Effective January 1, 1993, T. Rowe Price became the provider of recordkeeping,
trustee and investment management services for the Plan. As of that date, seven
T. Rowe Price mutual funds replaced the Shearson Lehman Tempcash Fund, the
Fidelity Magellan and Puritan Funds and the guaranteed investment contract with
CIGNA. Participants may currently elect to invest their contributions to the
Plan in Cyprus Amax common stock or the following T. Rowe Price funds: a money
market fund (Prime Reserve Fund), a bond fund (Spectrum Income Fund), a
portfolio of guaranteed investment contracts, bank investment contracts and
structured investment contracts (a customized Stable Value Fund) and four equity
funds (Equity Index Fund, Capital Appreciation Fund, International Stock Fund
and New America Growth Fund).
As of December 31, 1994, the number of Participants investing in the various
investment options were as follows: 6,844 in Cyprus Amax common stock, 3,087 in
the Prime Reserve Fund, 2,366 in the Spectrum Income Fund, 2,620 in the Stable
Value Fund, 2,885 in the Equity Index Fund, 2,005 in the Capital Appreciation
Fund, 2,022 in the International Stock Fund, and 2,487 in the New America Growth
Fund.
Amoco Corporation common stock in the Common Stock Fund is held as an investment
but is not a current investment option. The Amoco Corporation common stock was
transferred from the Employee Savings Plan of Amoco Corporation and
Participating Companies in 1985 when Cyprus became an independent, publicly-
owned company and ceased to be a wholly-owned subsidiary of Amoco Corporation.
17
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
Investments Held Other than Contracts with Insurance Companies
- - --------------------------------------------------------------
Investments held by the trustee, T. Rowe Price, as of December 31, 1994 and
1993, consisted of the following:
<TABLE>
<CAPTION>
COST FAIR VALUE
------------ ------------
<S> <C> <C>
December 31, 1994:
Cyprus Amax Minerals Company common stock held in
Leveraged ESOP Fund/(a)/
Shares held under collateral pledge
(3,089,631 shares)/(c)/ $ 69,130,513 $ 80,716,610
Shares allocated (767,345.170 shares)/(c)/ 17,169,408 20,046,893
Cyprus Amax Minerals Company common stock held in
Common Stock Fund (2,490,711.519 shares)/(a)(c)/ 57,810,076 65,069,838
Prime Reserve Fund/(c)/ 25,056,190 25,056,190
Spectrum Income Fund (1,347,834.108 units)/(c)/ 14,129,799 13,626,603
Stable Value Fund/(c)/ 56,498,775 56,498,775
Equity Index Fund (2,398,697.800 units)/(c)/ 31,287,235 31,398,954
Capital Appreciation Fund (1,038,092.021 units) 12,311,441 12,560,913
International Stock Fund (891,182.111 units) 9,807,195 10,088,182
New America Growth Fund (572,670.165 units)/(c)/ 14,744,047 14,557,276
Amoco Corporation common stock
(65,420.840 shares)/(a)/ 1,646,189 3,868,007
------------ ------------
$309,590,868 $333,488,241
============ ============
December 31, 1993:
Cyprus Amax Minerals Company common stock held in
Leveraged ESOP Fund/(a)/
Shares held under collateral pledge
(3,335,902 shares)/(c)/ $ 74,640,827 $ 86,316,465
Shares allocated (705,010.151 shares)/(c)/ 15,774,561 18,242,137
Cyprus Amax Minerals Company common stock held in
Common Stock Fund (1,241,483.045 shares)/(a)(c)/ 27,907,085 32,123,374
Prime Reserve Fund/(c)/ 29,678,308 29,678,308
Spectrum Income Fund (701,052.528 units)/(c)/ 7,693,247 7,788,694
Stable Value Fund 4,387,599 4,387,599
Equity Index Fund (535,301.335 units)/(c)/ 6,850,270 7,215,862
Capital Appreciation Fund (915,353.685 units)/(c)/ 10,594,856 11,588,378
International Stock Fund (496,091.688 units) 4,899,902 6,032,475
New America Growth Fund (216,956.168 units) 5,590,000 6,083,451
Amoco Corporation common stock
(81,353.012 shares)/(a)/ 2,039,628 4,301,541
------------ ------------
$190,056,283 $213,758,284
============ ============
</TABLE>
/(a)/Investment pays dividends quarterly
/(b)/Interest-bearing investment
/(c)/Individual investments representing 5 percent or more of net assets
available for benefits as of December 31, 1994 and 1993
18
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
NOTE 4 - LONG-TERM DEBT
- - -----------------------
On February 8, 1990, the Plan borrowed $95 million from Cyprus to purchase
4,245,810 shares of Cyprus common stock. The loan is repaid in quarterly
installments, the minimum of which is outlined in a 20-year debt service
schedule attached to the promissory note. The loan may be repaid in whole or in
part at any time without penalty and is collateralized by the Cyprus Amax stock
held in the Leveraged ESOP Fund. As of December 31, 1994, the loan had been
prepaid in the amount of $6,678,316; in accordance with the promissory note, the
next scheduled maturity will occur in 2001. Shares are released for allocation
to Participants as the loan is repaid.
NOTE 5 - NET REALIZED GAINS (LOSSES) ON INVESTMENTS
- - ---------------------------------------------------
Net realized gains (losses) from investment transactions were as follows:
<TABLE>
<CAPTION>
FIDELITY FIDELITY
LEVERAGED COMMON MAGELLAN PURITAN
ESOP FUND STOCK FUND FUND FUND
---------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C>
1994 Proceeds $4,969,297 $10,156,309 $ - $ -
Cost 4,111,981 7,673,065 - -
---------- ----------- ----------- -----------
Net gain $ 857,316 $ 2,483,244 $ - $ -
========== =========== =========== ===========
1993 Proceeds $2,400,402 $ 7,462,096 $ - $ -
Cost 2,131,264 6,204,610 - -
---------- ----------- ----------- -----------
Net gain $ 269,138 $ 1,257,486 $ - $ -
========== =========== =========== ===========
1992 Proceeds $2,632,856 $17,486,883 $21,288,337 $12,094,357
Cost 2,081,729 13,138,538 20,584,717 11,580,180
---------- ----------- ----------- -----------
Net gain $ 551,127 $ 4,348,345 $ 703,620 $ 514,177
========== =========== =========== ===========
<CAPTION>
EQUITY CAPITAL INTERNATIONAL NEW AMERICA SPECTRUM
INDEX APPRECIATION STOCK GROWTH INCOME
FUND FUND FUND FUND FUND
---------- ------------ ------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
1994 Proceeds $1,000,834 $ 1,209,329 $ 1,178,164 $ 1,085,688 $1,663,269
Cost 932,834 944,832 921,682 1,097,786 1,831,894
---------- ----------- ----------- ----------- ----------
Net gain (loss) $ 68,000 $ 264,497 $ 256,482 $ (12,098) $ (168,625)
========== =========== =========== =========== ==========
1993 Proceeds $2,154,009 $ 3,067,416 $ 806,176 $ 1,096,606 $1,802,614
Cost 2,083,818 2,860,905 708,096 1,057,889 1,754,074
---------- ----------- ----------- ----------- ----------
Net gain $ 70,191 $ 206,511 $ 98,080 $ 38,717 $ 48,540
========== =========== =========== =========== ==========
</TABLE>
The cost of investments sold or transferred is determined on a Participant level
by the average cost method. Included in the Common Stock Fund are Cyprus Amax
common stock net realized gains of $2,065,952, $935,001, and $3,207,907 in 1994,
1993, and 1992, respectively.
NOTE 6 - UNREALIZED APPRECIATION OF INVESTMENTS
- - -----------------------------------------------
Net unrealized appreciation of investments amounted to $23,897,373 and
$23,702,001 at December 31, 1994 and 1993, respectively. The change in net
unrealized appreciation resulted in a Plan loss of $4,049,128 in 1994, a Plan
loss of $28,569,314 in 1993, and a Plan gain of $41,170,975 in 1992.
19
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
NOTE 7 - TRANSFER OF ASSETS TO OTHER PLANS
- - ------------------------------------------
On June 30, 1992, Cyprus sold its talc business to RTZ Corporation PLC. The
assets for employees who participated in the Plan as of June 30, 1992 and who
became employees of Luzenac America, Inc. were subsequently transferred to the
Luzenac America, Inc. Investment Savings Plan (the "Luzenac Plan"). The market
value of assets transferred to the Luzenac Plan during October and November 1992
totaled $5,939,418.
On September 30, 1994, Cyprus Amax sold its Northshore iron ore mine and
processing facilities to Cleveland-Cliffs Inc. Assets transferring out of the
Savings Plan as a result of this sale had a fair value of $7,006,768.
NOTE 8 - ALLOCATION OF CYPRUS AMAX STOCK HELD IN LEVERAGED ESOP FUND
- - --------------------------------------------------------------------
Shares of Cyprus Amax Minerals Company common stock allocated to participants
were 247,279 and 235,296 in 1994 and 1993, respectively. Dividend replacement
shares were allocated to all Participants who held allocated shares on the ex-
dividend date. The number of shares allocated as dividend replacement shares
was determined by the closing price of Cyprus Amax common stock on dividend
payment date and amounted to 23,463 in 1994 and 18,649 in 1993. Additional
shares allocated to Participants as employer contributions based upon their
proportion of Matchable Contributions for the appropriate quarters were 163,453
and 162,056 in 1994 and 1993, respectively. A portion of the shares allocated
for 1994 (38,372 shares) was released by the employer contribution made on
January 19, 1995, which is reflected as a receivable at December 31, 1994. The
portion of shares allocated for 1993 which was reflected as a receivable at
December 31, 1993, was 45,842 shares.
All shares were allocated to participants at their original cost to the Plan of
$22.375 per share.
NOTE 9 - TAX STATUS
- - -------------------
Cyprus Amax has received a favorable determination letter from the Internal
Revenue Service as to the qualified status of the employee stock ownership
feature of the Plan. A new determination letter has been requested for
continued qualification of the Plan regarding compliance with the Tax Reform Act
of 1986. The Company is of the opinion that the Plan continues to fulfill the
requirements of a qualified plan and that the trust which forms a part of the
Plan is not subject to tax. Accordingly, no provision for federal or state
income taxes has been provided.
NOTE 10 - SUBSEQUENT EVENTS
- - --------------------------
On May 5, 1995, Cyprus Amax entered into an agreement with Amax Gold Inc.
("AGI"). This agreement, which has an effective date of March 1, 1994, states
that both the Savings Plan and the Thrift Plan for Employees of Amax Gold Inc.
and Its Subsidiaries will recognize the service of an employee transferred from
the other company for purposes of eligibility, vesting, and entitlement to share
in Company contributions.
20
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
NOTE 11 - DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500
- - ---------------------------------------------------------------
Gains (losses) on the sale of investments as reported in the statements of
changes in net assets available for benefits have been determined on a
participant level using the average cost method. For purposes of the Department
of Labor's Form 5500, gains (losses) on such sales have been calculated based
upon the market value at the beginning of the Plan year in accordance with the
requirements of the Form 5500.
In addition, in accordance with guidance issued by the American Institute of
Certified Public Accountants, in 1992 the Plan changed its method of accounting
for distributions such that all amounts elected to be withdrawn and distributed
from the Plan by participants are no longer reported as a liability in the
statement of net assets available for benefits. However, such amounts must be
included on the Form 5500. Due to timing of the distributions by the trustee,
there were no benefits payable to Participants at December 31, 1994 or 1993.
21
<PAGE>
SUMMARY ANNUAL REPORT
FOR
CYPRUS AMAX MINERALS COMPANY
SAVINGS PLAN AND TRUST
This is a summary of the annual report for:
The Cyprus Amax Minerals Company Savings Plan and Trust (the Plan).
Plan Sponsor: Cyprus Amax Minerals Company
Employer ID Number: 36-2684040
Plan Number: 002
For the period covering: January 1 - December 31, 1994
The annual report has been filed with the Internal Revenue Service, as required
under the Employee Retirement Income Security Act of 1974 (ERISA).
BASIC FINANCIAL STATEMENT
- - -------------------------
Benefits under the Plan are provided by a trust with T. Rowe Price serving as
trustee.
Plan expenses were $31,605,028. These expenses included $23,103,287 in benefits
paid to participants and beneficiaries and $8,501,741 in other expenses. A
total of 7,066 persons were participants in or beneficiaries of the Plan at the
end of the Plan year.
The value of Plan assets, after subtracting liabilities of the Plan, was
$261,724,111 as of the end of the Plan year, compared to $135,371,015 as of the
beginning of the Plan year. During the period of January 1 to December 31,
1994, the Plan experienced an increase in its net assets of $126,353,096. This
increase includes unrealized appreciation in the value of the Plan's assets;
that is, the difference between the value of the Plan's assets at the end of the
year and the value of the assets at the beginning of the year, or the cost of
assets acquired during the year.
The Plan had total income of $157,958,124 including employer contributions of
$6,881,798, employee contributions of $16,260,567, gains of $3,748,816 from the
sale of assets, a loss of $4,049,128 due to the change in unrealized
depreciation, other earnings from investment of $9,057,580, transfers from other
plans of $133,065,259 and a transfer to another plan of $7,006,768.
YOUR RIGHTS TO ADDITIONAL INFORMATION
-------------------------------------
You have a right to receive a copy of the full annual report, or any part
thereof, on request. The items below are included in the report:
1. An independent accountant's report;
2. Assets held for investment;
3. Loans or other obligations in default and;
4. Transactions in excess of 5 percent of plan assets
22
<PAGE>
Summary Annual Report for
Cyprus Amax Minerals Company
Savings Plan and Trust
Page 2
To obtain a copy of the full annual report, or any part thereof, write or call
the office of the Savings Plan Administrator, 9100 East Mineral Circle,
Englewood, Colorado 80112, telephone (303) 643-5259. The charge to cover copying
costs will be $1.50 for the full annual report, or $.25 per page for any part
thereof.
You also have the right to receive from the Plan Administrator, on request and
at no charge, a statement of the assets and liabilities of the Plan and
accompanying notes, or a statement of income and expenses of the Plan and
accompanying notes, or both. If you request a copy of the full annual report
from the Plan Administrator, these two statements and accompanying notes will be
included as part of the report. The charge to cover copying costs given above
does not include a charge for the copying of these portions of the report
because these portions are furnished without charge.
You also have the legally protected right to examine the annual report at the
main office of the Plan, 9100 East Mineral Circle, Englewood, Colorado 80112,
and at the U.S. Department of Labor in Washington, D.C., or to obtain a copy
from the U.S. Department of Labor upon payment of copying costs. Requests to the
Department should be addressed to: Secretary of Labor, Room N-5644, U.S.
Department of Labor Building, 200 Constitution Avenue, N.W., Washington, D.C.
20210.
Cyprus Amax Minerals Company
Plan Sponsor
EIN: 36-2684040
23
<PAGE>
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statements on Form S-8 (No. 33-1600, 33-
22939 and 33-53792) of the Cyprus Amax Minerals Company Savings Plan and Trust
of our report dated June 28, 1995, appearing on page 9 of this Amendment Number
1 to the Annual Report on Form 10-K of Cyprus Amax Minerals Company for the year
ended December 31, 1994.
PRICE WATERHOUSE LLP
Denver, Colorado
June 28, 1995
24
<PAGE>
THE CYPRUS AMAX MINERALS COMPANY
--------------------------------
THRIFT PLAN FOR SALARIED EMPLOYEES
----------------------------------
FINANCIAL STATEMENTS
--------------------
DECEMBER 31, 1994 AND 1993
--------------------------
25
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
June 28, 1995
To the Participants and Administrator of the
Cyprus Amax Minerals Company Thrift Plan for Salaried Employees
In our opinion, the accompanying statement of net assets available for benefits
with Fund Information and the related statement of changes in net assets
available for benefits with Fund Information present fairly, in all material
respects, the financial status of the Cyprus Amax Minerals Company Thrift Plan
for Salaried Employees (the "Plan") at December 31, 1994 and the changes in its
financial status for the year ended December 31, 1994, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audit. We conducted our
audit of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for the opinion expressed above.
The Fund Information in the statement of net assets available for benefits and
the statement of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the net assets available
for benefits and the changes in net assets available for benefits of each fund.
The Fund Information has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements.
Price Waterhouse LLP
Denver, Colorado
26
<PAGE>
[Letterhead of Coopers & Lybrand]
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Board of Directors of
Cyprus Amax Minerals Company:
We were engaged to audit the financial statements of the Cyprus Amax Minerals
Company Thrift Plan for Salaried Employees (the "Plan") as of December 31, 1993
and for the two years then ended. These financial statements are the
responsibility of the Plan's management.
As permitted by 29 CFS 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, the Plan Administrator instructed us not to perform, and
we did not perform, any auditing procedures with respect to the information,
which was certified by United States Trust Company of New York, the Trustee of
the Plan, except for comparing such information with the related information
included in the 1993 and 1992 financial statements. We have been informed by the
Plan Administrator that the Trustee holds the Plan's investment assets and
executes investment transactions. The Plan Administrator has obtained a
certification from the Trustee as of and for the years ended December 31, 1993
and 1992 that the information provided to the Plan Administrator by the Trustee
is complete and accurate.
Because of the significance of the information that we did not audit, we are
unable to, and do not, express an opinion on the accompanying financial
statements taken as a whole. The form and content of the information included
in the financial statements, other than that derived from the information
certified by the Trustee, have been audited by us in accordance with generally
accepted auditing standards and, in our opinion, are presented in compliance
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974.
/s/ Coopers & Lybrand L.L.P.
Denver, Colorado
September 12, 1994
27
<PAGE>
THE CYPRUS AMAX MINERALS COMPANY THRIFT PLAN FOR SALARIED EMPLOYEES
-------------------------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
--------------------------------------------------------------------
DECEMBER 31, 1994
-----------------
<TABLE>
<CAPTION>
FUND INFORMATION
-------------------------------------------------------
Amax
Gold
Common Common Guaranteed
Stock Balanced ESOP Stock Income Participant
Total Fund Fund Fund Fund Fund Loan Fund
----- ------ -------- ---- ------ ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
- - ------
Investments
Common Stock $ - $ - $ - $ - $ - $ - $ -
Mutual Funds - - - - - - -
GIC - - - - - - -
Participant
Loans - - - - - - -
Receivables - - - - - - -
Cash and cash
equivalents - - - - - - -
--- --- --- --- --- --- ---
Total assets - - - - - - -
--- --- --- --- --- --- ---
Liabilities
- - -----------
Total
liabilities - - - - - - -
--- --- --- --- --- --- ---
Net assets
available
for benefits $ - $ - $ - $ - $ - $ - $ -
=== === === === === === ===
<CAPTION>
FUND INFORMATION
----------------------------------------------------------------------
New
Stable Prime America Capital Spectrum Equity International
Value Reserve Growth Appreciation Income Index Stock
Fund Fund Fund Fund Fund Fund Fund
------ ------- ------- ------------ -------- ------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
- - ------
Investments
Common Stock $ - $ - $ - $ - $ - $ - $ -
Mutual Funds - - - - - - -
GIC - - - - - - -
Participant
Loans - - - - - - -
Receivables - - - - - - -
Cash and cash
equivalents - - - - - - -
--- --- --- --- --- --- ---
Total assets - - - - - - -
--- --- --- --- --- --- ---
Liabilities
- - -----------
Total
liabilities - - - - - - -
--- --- --- --- --- --- ---
Net assets
available
for benefits $ - $ - $ - $ - $ - $ - $ -
=== === === === === === ===
</TABLE>
The accompanying notes are an integral part of these financial statements.
28
<PAGE>
THE CYPRUS AMAX MINERALS COMPANY THRIFT PLAN FOR SALARIED EMPLOYEES
-------------------------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
--------------------------------------------------------------------
DECEMBER 31, 1993
-----------------
<TABLE>
<CAPTION>
FUND INFORMATION
-----------------------------------------------------------------------
Amax Gold Guaranteed Participant
Common Balanced ESOP Income Loan
Total Stock Fund Fund Fund Fund Fund
----- ---------- ----------- ---- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Assets
- - ------
Investments
Common Stock
Cyprus Amax Minerals $ 35,309,801 $ - $ - $35,309,801 $ - $ -
Amax Gold 208,093 208,093 - - - -
Mutual funds 82,212,273 251,097 56,675,327 439,461 24,846,388 -
Guaranteed investment
contracts 46,870,853 - - - 46,870,853 -
Participant loans 9,647,833 - - - - 9,647,833
Receivables
Investments sold 53,717 - 53,717 - - -
Participant contributions and
loan repayments 2,016,877 1,593 1,510,950 141,857 1,630,237 (1,267,760)
------------ -------- ----------- ----------- ----------- -----------
Total assets 176,319,447 460,783 58,239,994 35,891,119 73,347,478 8,380,073
------------ -------- ----------- ----------- ----------- -----------
Liabilities
- - -----------
Payable to Amax Gold
Thrift Plan 11,912,027 379,446 4,036,689 - 6,453,824 1,042,068
------------ -------- ----------- ----------- ----------- -----------
Total liabilities 11,912,027 379,446 4,036,689 - 6,453,824 1,042,068
------------ -------- ----------- ----------- ----------- -----------
Net assets available for benefits $164,407,420 $ 81,337 $54,203,305 $35,891,119 $66,893,654 $ 7,338,005
============ ======== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
29
<PAGE>
THE CYPRUS AMAX MINERALS COMPANY THRIFT PLAN FOR SALARIED EMPLOYEES
-------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
- - -------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1994
----------------------------
<TABLE>
<CAPTION>
FUND INFORMATION
----------------------------------------------------------------------
Common Amax Gold
Stock Balanced ESOP Common Stock
Total Fund Fund Fund Fund
-------------- ------------ -------------- -------------- ------------
<S> <C> <C> <C> <C> <C>
Investment Income
Interest and dividends $ 4,136,277 $ 680,225 $ (693,089) $ 275,738 $ 2,200
Net realized gain (loss)
on investments 5,556,616 4,529,024 119,771 688,968 (11,233)
Net change in unrealized
depreciation in fair
value of investments (5,710,675) - (1,777,902) (3,324,581) (12,047)
Employer contributions 556,080 556,080 - - -
Participant contributions
and loan repayments 4,382,464 440,207 736,607 144,002 -
Transfers from predecessor
(to successor) trustee - 22,879,781 (40,002,775) (22,879,781) -
Transfer to Cyprus Amax
Savings Plan (109,727,588) (23,354,004) - - -
Transfers between Plan
funds and loans - 84,363 1,173,046 (488,011) (60,257)
Employee withdrawals
Balances of Participant
accounts withdrawn (63,600,594) (5,815,676) (13,758,963) (10,307,454) -
------------- ------------ ------------ ------------ --------
Net decrease (164,407,420) - (54,203,305) (35,891,119) (81,337)
Net assets available for
benefits
Beginning of year 164,407,420 - 54,203,305 35,891,119 81,337
------------- ------------ ------------ ------------ --------
End of year $ - $ - $ - $ - $ -
============= ============ ============ ============ ========
<CAPTION>
FUND INFORMATION
--------------------------------------------------------------------------------------------------
New
Guaranteed Participant Stable Prime America Capital
Income Loan Value Reserve Growth Appreciation
Fund Fund Fund Fund Fund Fund
------------ ------------ ------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Investment Income
Interest and dividends $ 349,511 $ - $ 2,087,030 $ 2,269 $ 152,287 $ 75,828
Net realized gain (loss)
on investments 788,817 - - - (364,231) (57,461)
Net change in unrealized
depreciation in fair
value of investments (596,145) - - - - -
Employer contributions - - - - - -
Participant contributions
and loan repayments 449,098 (2,225,501) 2,224,316 81,000 647,781 71,745
Transfers from predecessor
(to successor) trustee (53,828,951) - 53,828,951 - 8,545,646 -
Transfer to Cyprus Amax
Savings Plan - (3,542,427) (44,220,349) (74,393) (7,423,811) (958,113)
Transfers between Plan
funds and loans (945,495) 773,482 (2,549,504) 72,601 (83,085) 907,485
Employee withdrawals
Balances of Participant
accounts withdrawn (13,110,489) (2,343,559) (11,370,444) (81,477) (1,474,587) (39,484)
------------ ----------- ------------ ------- ----------- --------
Net decrease (66,893,654) (7,338,005) - - - -
Net assets available for
benefits
Beginning of year 66,893,654 7,338,005 - - - -
------------ ----------- ------------ ------- ----------- --------
End of year $ - $ - $ - $ - $ - $ -
============ =========== ============ ======= =========== ========
<CAPTION>
FUND INFORMATION
---------------------------------------------
Spectrum Equity International
Income Index Stock
Fund Fund Fund
-------- ------ -------------
<S> <C> <C> <C>
Investment Income
Interest and dividends $ 395,059 $ 666,708 $ 142,511
Net realized gain (loss)
on investments (287,191) 344,201 (194,049)
Net change in unrealized
depreciation in fair
value of investments - - -
Employer contributions - - -
Participant contributions
and loan repayments 387,847 1,305,026 120,336
Transfers from predecessor
(to successor) trustee 7,141,087 24,316,042 -
Transfer to Cyprus Amax
Savings Plan (6,299,521) (21,530,905) (2,324,065)
Transfers between Plan
funds and loans (295,950) (1,176,543) 2,587,868
Employee withdrawals
Balances of Participant
accounts withdrawn (1,041,331) (3,924,529) (332,601)
----------- ------------ ------------
Net decrease - - -
Net assets available for
benefits
Beginning of year - - -
----------- ------------ ------------
End of year $ - $ - $ -
=========== ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
30
<PAGE>
THE CYPRUS AMAX MINERALS COMPANY THRIFT PLAN FOR SALARIED EMPLOYEES
-------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
- - -------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1993
----------------------------
<TABLE>
<CAPTION>
FUND INFORMATION
-------------------------------------------------------------------------------
Amax Gold Diversified
Common Stock Fixed Income Equity
Total Fund Balanced Fund Security Fund Fund ESOP Fund
------------ --------- ----------- ------------ ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Investment Income
Interest and Dividends $ 10,828,825 $ 56,842 $ 2,230,083 $ 205,990 $ 96,543 $ 3,077,728
Net realized gain on
investments 17,863,506 86,551 747,487 901,900 11,507,548 4,600,099
Net change in unrealized
appreciation
(depreciation)
in fair value of
investments (5,572,090) (25,215) 1,777,902 (557,563) (13,361,084) 5,997,725
Employer contributions 433,874 433,874 - - - -
Participant contributions
and loan repayments 8,687,203 179,390 4,320,490 258,298 1,115,024 1,003,495
Transfers to Amax Gold
Thrift Plan (11,835,048) (506,955) (2,836,463) - - (1,983,017)
Transfers between Plan
funds and loans - (65,451) 53,043,851 (11,322,461) (44,604,212) (1,347,382)
Employee withdrawals
Balances of Participant
accounts withdrawn (23,818,978) (77,699) (5,079,449) (154,863) (460,983) (4,411,913)
Management fees (4,763) - (596) - - -
Administrative expenses 10,513 - - - 10,513 -
------------ --------- ----------- ------------ ------------ -----------
Net increase (decrease) (3,406,958) 81,337 54,203,305 (10,668,699) (45,696,651) 6,936,735
Net assets available for
benefits
Beginning of year 167,814,378 - - 10,668,699 45,696,651 28,954,384
------------ --------- ----------- ------------ ------------ -----------
End of year $164,407,420 $ 81,337 $54,203,305 $ - $ - $35,891,119
============ ========= =========== ============ ============ ===========
<CAPTION>
FUND INFORMATION
--------------------------------------------
Guaranteed Money Market Participant
Income Fund Fund Loan Fund
------------ --------------- -----------
<S> <C> <C> <C>
Investment Income
Interest and Dividends $ 4,367,686 $ 19,972 $ 773,981
Net realized gain on
investments 19,921 - -
Net change in unrealized
appreciation
(depreciation)
in fair value of
investments 596,145 - -
Employer contributions - - -
Participant contributions
and loan repayments 7,007,526 104,138 (5,301,158)
Transfers to Amax Gold
Thrift Plan (5,439,252) - (1,069,361)
Transfers between Plan
funds and loans 3,338,301 (2,454,246) 3,411,600
Employee withdrawals
Balances of Participant
accounts withdrawn (13,574,956) (59,115) -
Management fees (4,167) - -
Administrative expenses - - -
------------ ----------- -----------
Net increase (decrease) (3,688,796) (2,389,251) (2,184,938)
Net assets available for
benefits
Beginning of year 70,582,450 2,389,251 9,522,943
------------ ----------- -----------
End of year $ 66,893,654 $ - $ 7,338,005
============ =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
31
<PAGE>
THE CYPRUS AMAX MINERALS COMPANY THRIFT PLAN FOR SALARIED EMPLOYEES
-------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
- - -------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1992
----------------------------
<TABLE>
<CAPTION>
FUND INFORMATION
-------------------------------------------------------------------------------------
Fixed Income Diversified Guaranteed Money Participant
Security Equity ESOP Income Market Loan
Total Fund Fund Fund Fund Fund Fund
------------ ------------- ----------- ----------- ------------ --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income
Interest and Dividends $ 8,903,764 $ 787,359 $ 295,636 $ 1,405,253 $ 5,678,299 $ 91,175 $ 646,042
Net realized gain (loss)
on investments 2,232,250 169,217 2,481,590 (418,557) - - -
Net change in unrealized
appreciation
(depreciation) in fair
value of investments (4,425,841) (239,691) 1,444,260 (5,630,410) - - -
Participant contributions
and loan repayments 9,340,416 1,019,268 4,259,538 959,867 6,270,851 461,506 (3,630,614)
Transfers between Plan
funds and loans - (670,463) (147,436) (907,662) (2,935,717) (619,423) 5,280,701
Employee withdrawals
Balances of Participant
accounts withdrawn (18,788,929) (1,034,182) (3,618,408) (2,841,913) (10,080,215) (674,446) (539,765)
Administrative expenses 3,306 - 3,306 - - - -
------------ ----------- ----------- ----------- ------------ ---------- -----------
Net increase (decrease) (2,735,034) 31,508 4,718,486 (7,433,422) (1,066,782) (741,188) 1,756,364
Net assets available for
benefits
Beginning of year 170,549,412 10,637,191 40,978,165 36,387,806 71,649,232 3,130,439 7,766,579
------------ ----------- ----------- ----------- ------------ ---------- -----------
End of year $167,814,378 $10,668,699 $45,696,651 $28,954,384 $ 70,582,450 $2,389,251 $ 9,522,943
============ =========== =========== =========== ============ ========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
32
<PAGE>
THE CYPRUS AMAX MINERALS COMPANY THRIFT PLAN FOR SALARIED EMPLOYEES
-------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1 - DESCRIPTION OF THE PLAN
- - --------------------------------
The following description of the Cyprus Amax Minerals Company Thrift Plan for
Salaried Employees (the "Plan" or the "Salaried Plan") provides only general
information. Refer to the Plan document for a more complete description of the
Plan's provisions.
General
- - -------
The Plan was adopted by the Board of Directors of the former AMAX Inc. (AMAX)
and approved by its shareholders for the benefit of salaried employees of AMAX,
its divisions and participating subsidiaries ("Eligible Employees" or
"Participants"). Cyprus Minerals Company ("Cyprus") and AMAX merged in November
1993, forming Cyprus Amax Minerals Company ("Cyprus Amax" or the "Company").
Following the merger the name of the Plan was changed to the Cyprus Amax
Minerals Company Thrift Plan for Salaried Employees. Effective November 15,
1993, the Plan was split into two separate plans covering the employees of Amax
Gold Inc. and the salaried employees of the former AMAX. The assets and
liabilities associated with Amax Gold Inc. were subsequently transferred to the
Thrift Plan for Employees of Amax Gold Inc. and its Subsidiaries.
Effective December 31, 1994, net assets of the Salaried Plan in the amount of
$109,727,588 were merged (hereinafter referred to as the "Plan Merger") into the
Cyprus Amax Minerals Company Savings Plan and Trust (the "Cyprus Amax Savings
Plan"). The Plan was subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
Employee Stock Ownership Feature
- - --------------------------------
The Plan contained an Employee Stock Ownership feature (the "AMAX ESOP"),
covering substantially all salaried employees of the former AMAX entities. In
1987, AMAX terminated its defined benefit pension plan and contributed $30
million of excess assets to the AMAX ESOP. The AMAX ESOP subsequently purchased
1,420,118 shares of AMAX Common Stock at a price per share of $21.125 for
allocation to participants' accounts over a period of eight years. A minimum
number of shares was established for monthly allocation in order to meet the
eight-year time frame for allocation. The AMAX stock held in the AMAX ESOP at
merger date was exchanged for Cyprus Amax, Alumax, and Amax Gold common stock in
accordance with the merger agreement. The Alumax and Amax Gold stock was
subsequently exchanged for Cyprus Amax stock. Upon completion of the stock
exchanges, 147,112 shares of Cyprus Amax stock remained to be allocated. The
minimum number of shares to be allocated monthly was adjusted to reflect an
equivalent number of Cyprus Amax shares. The monthly allocation was equivalent
to the greater of the minimum number or a specified percentage of each plan
participant's contribution until the final AMAX ESOP shares were allocated with
the September 1994 Company contribution.
At December 31, 1993, there were 118,972 unallocated shares of Cyprus Amax
common stock with a fair value of $3,078,400 in the AMAX ESOP.
33
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
Administration
- - --------------
The Plan was administered by the Cyprus Amax Minerals Company Savings Plan
Administrator (the "Plan Administrator"), a committee of three Cyprus Amax
officers appointed by Cyprus Amax's Board of Directors. During 1994, Plan
administrative expenses were paid by Cyprus Amax.
Enrollment
- - ----------
Eligible Employees could enroll in the Plan during any month of the year.
Contributions
- - -------------
The Plan receives contributions from Participants and Cyprus Amax, its divisions
and its participating subsidiaries. Participants may contribute a basic amount
of 1 percent to 6 percent of compensation to the Plan. These basic contributions
are made on an after-tax basis, a tax-deferred basis, or a combination of the
two. Participants making contributions of 6 percent of compensation may make
unmatched supplemental contributions up to an additional 10 percent of
compensation. Cyprus Amax was to allocate to Participants the minimum number of
ESOP shares required to be allocated each month by the ESOP feature of the Plan.
The final ESOP shares were allocated with the September 1994 Company
contribution.
For the October through December 1994 Company contributions, the Company
contributed Cyprus Amax Common Stock to the Salaried Plan with a market value
equal to seventy-five percent of the first six percent of each participant's
contribution ("Matchable Contribution").
Participant rollover contributions were permitted at the discretion of the Plan
Administrator provided all legal requirements were satisfied.
Vesting
- - -------
Participants were immediately vested in their employee contributions, the
earnings attributable to those contributions, and the earnings attributable to
employer contributions. Effective November 15, 1993, all Participants were
immediately 100 percent vested in the employer contributions to the Plan.
Forfeitures
- - -----------
Effective November 15, 1993, due to immediate 100 percent vesting, there were
no longer forfeitures of employer contributions.
Loans
- - -----
Participants were allowed to borrow from their Plan accounts. Loans were paid in
the form of cash and could not exceed a Participant's vested account balance
within specified legal limits. Loan interest rates were based on prime rate plus
one percent as determined on the first business day of the month preceding the
month in which a Participant's written loan request was received by the Plan
Administrator. Loan terms varied from a minimum of six months to a maximum of
five years.
Loan repayments could be made regularly through payroll deductions or, for
Participants not receiving a paycheck (i.e. on leave of absence), delivered
regularly to the Plan Administrator.
34
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
A Participant was allowed to prepay a one-time single sum of all of the
outstanding loan balance. Partial prepayments were not allowed.
Participant Tax Status
- - ----------------------
Participant contributions to the Plan could be deferred, at the election of the
Participant, for federal income tax purposes, subject to certain limitations.
Employer contributions and all earnings under the Plan were deferred for federal
income tax purposes. The amounts deferred under the Plan became subject to
federal income tax when withdrawn. Participants also had the option to make
after-tax contributions to the Plan.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- - ---------------------------------------------------
Basis of Accounting
- - -------------------
The accounting records of the Plan were maintained on the accrual basis.
Valuation of Assets
- - -------------------
Plan investments other than the guaranteed investment contracts were valued at
net asset value as determined by the Trustee, based on the fair market value of
the underlying investments.
The guaranteed investment contracts were valued at contract value as estimated
by the insurer. Contract value represented contributions made under the contract
plus interest at the contract rate, less funds withdrawn.
Participant loans were valued at principal amount at December 31, 1993.
Transfers of assets into the Plan are shown at fair market or contract value.
Assets transferred out of the Plan were reported at market value with the
difference between cost and market reported as realized gains or losses.
NOTE 3 - INVESTMENTS
- - --------------------
Investment Options
- - ------------------
Prior to April 1, 1994, participants could elect to invest their contributions
in the following funds: a Stock Fund consisting mainly of units of participation
in short-term investment funds, a portfolio of guaranteed insurance contracts
and group annuity contracts (the Guaranteed Income Fund), a bond fund (the
Fidelity Institutional Trust U.S. Bond Index Fund), a growth fund (the Fidelity
Mt. Vernon Street Trust Growth Fund), or a diversified equity fund (the Fidelity
U.S. Equity Index Fund).
Effective April 1, 1994, the Plan's sponsor, Cyprus Amax, elected to change the
Plan's trustee and recordkeeper from U.S. Trust and Buck Consultants,
respectively, to T. Rowe Price. The Plan assets invested with Fidelity were
liquidated and transferred to T. Rowe Price, where they were invested in similar
T. Rowe Price funds. Beginning in April 1994, Participants could elect to invest
their contributions to the Plan in Cyprus Amax common stock or the following T.
Rowe Price funds: a money market fund (Prime Reserve Fund), a bond fund
(Spectrum Income Fund), a portfolio of guaranteed investment contracts, bank
investment contracts and
35
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
structured investment contracts (Stable Value Fund) and four equity funds
(Equity Index Fund, Capital Appreciation Fund, International Stock Fund and New
America Growth Fund). All Company contributions were invested in Cyprus Amax
Common Stock in the form of AMAX ESOP shares until they were completely
allocated with the September 1994 Company contribution. A portion of the
September 1994 and all of the October through December 1994 Company
contributions were made in Cyprus Amax treasury shares. Income from investments
was reinvested in qualified securities in each fund.
When the funds were transferred from U.S. Trust to T. Rowe Price, the former
AMAX ESOP was combined with the Cyprus Amax Common Stock Fund. Amounts allocated
under the AMAX ESOP from April through September 1994 are included in the Cyprus
Amax Common Stock Fund information.
Investments Held Other than Contracts with Insurance Companies
- - --------------------------------------------------------------
Due to the merger of the Salaried Plan with the Cyprus Amax Savings Plan, there
were no investments held in the Salaried Plan at December 31, 1994.
Investments held by U.S. Trust, the former trustee, at December 31, 1993,
consisted of the following:
<TABLE>
<CAPTION>
COST FAIR VALUE
-------------- ----------------
<S> <C> <C>
December 31, 1993:
Units of participation in United States
Trust Co. Pooled Trust Short-Term
Fixed Income Fund $ 1,259,115 $ 1,259,115
Common Stock:
Cyprus Amax (1,364,630 shares)/(a)/ 37,121,404 35,309,801
Amax Gold (30,268 shares) 234,577 208,093
IDS Trust Collective Income Fund
(280,658.589 units)/(a)/ 9,879,637 9,874,972
Fidelity Institutional Trust
U.S. Bond Index Portfolio (971,941.652
units)/(a)/ 10,821,878 10,691,358
Fidelity U.S. Equity Index (3,073,137.102
units)/(a)/ 34,078,756 36,324,481
Fidelity Mt. Vernon Street
Trust Growth Fund (332,398.088 units)/(a)/ 9,996,791 9,659,488
Frank Russells Pooled GIC Fund (934,764.989
units)/(a)/ 13,802,049 14,402,859
------------ ------------
$117,194,207 $117,730,167
============ ============
</TABLE>
/(a)/Individual investments representing 5 percent or more of net assets
available for benefits as of December 31, 1993.
36
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
NOTE 4 - NET REALIZED GAINS (LOSSES) ON INVESTMENTS
- - ---------------------------------------------------
Net realized gains (losses) from investment transactions were as follows:
<TABLE>
<CAPTION>
Fixed
Amax Gold Income
Common Balanced Guaranteed Common Former AMAX Security Diversified
Stock Fund Fund Income Fund Stock Fund ESOP Fund Equity Fund
----------- ----------- ----------- ---------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
1994 Proceeds $29,423,046 $62,264,523 $87,411,867 $ 618,543 $12,358,779 $ - $ -
Cost 24,894,022 62,144,752 86,623,050 629,776 11,669,811 - -
----------- ----------- ----------- ---------- ----------- ----------- ------------
Net gain (loss) $ 4,529,024 $ 119,771 $ 788,817 $ (11,233) $ 688,968 $ - $ -
=========== =========== =========== ========== =========== =========== ============
1993 Proceeds $ - $21,323,184 $65,715,524 $3,908,182 $32,846,968 $49,300,112 $100,651,140
Cost - 20,575,697 65,695,603 3,821,631 28,246,869 48,398,212 89,143,592
----------- ----------- ----------- ---------- ----------- ----------- ------------
Net gain $ - $ 747,487 $ 19,921 $ 86,551 $ 4,600,099 $ 901,900 $ 11,507,548
=========== =========== =========== ========== =========== =========== ============
1992 Proceeds $ - $ - $ - $ - $ 6,479,345 $ 9,840,747 $ 44,157,716
Cost - - - - 6,897,902 9,671,530 41,676,126
----------- ----------- ----------- ---------- ----------- ----------- ------------
Net gain (loss) $ - $ - $ - $ - $ ( 418,557) $ 169,217 $ 2,481,590
=========== =========== =========== ========== =========== =========== ============
</TABLE>
<TABLE>
Capital International
Equity Appreciation Stock New America Spectrum
Index Fund Fund Fund Growth Fund Income Fund
----------- ----------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C>
1994 Proceeds $27,154,105 $ 1,073,037 $2,755,193 $10,020,036 $ 7,795,425
Cost 26,809,904 1,130,498 2,949,242 10,384,267 8,082,616
----------- ----------- ---------- ----------- ------------
Net gain (loss) $ 344,201 $ ( 57,461) $ (194,049) $ ( 364,231) $ (287,191)
=========== =========== ========== =========== ============
</TABLE>
The Common Stock Fund and the Former AMAX ESOP contain Cyprus Amax common stock
net realized gains.
NOTE 5 - UNREALIZED APPRECIATION OF INVESTMENTS
- - -----------------------------------------------
Net unrealized appreciation of investments amounted to $535,960 at December 31,
1993. The change in net unrealized appreciation resulted in Plan losses of
$5,698,628, $5,572,090, and $4,425,841 in 1994, 1993 and 1992, respectively.
NOTE 6 - TAX STATUS
- - -------------------
Cyprus Amax received a favorable determination letter dated August 25, 1989,
from the Internal Revenue Service as to the qualified status of the employee
stock ownership feature of the Plan. The Company is of the opinion that the
Plan continued to fulfill the requirements of a qualified plan through the Plan
Merger. Accordingly, no provision for federal or state income taxes has been
provided.
NOTE 7 - MERGER
- - ---------------
On November 15, 1993, AMAX merged with and into Cyprus, with Cyprus being the
surviving corporation, and was renamed Cyprus Amax Minerals Company. In the
merger, each share of common stock of AMAX was converted into one-half share of
common stock of Cyprus Amax, resulting in the issuance of 44,351,093 shares,
valued at $1,005 million. Alumax, a wholly owned subsidiary of AMAX, spun-off
from its parent corporation on November 15, 1993. AMAX distributed to its
common shareholders one-half share of common stock of Alumax per
37
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
share of AMAX common stock. Additional terms of the merger included a decrease
in the ownership of Amax Gold Inc. ("Amax Gold" or "AGI"), a majority owned
subsidiary of AMAX, by the surviving company. Cyprus Amax stockholders also
received a pro rata dividend, representing 21.8 million shares of AGI common
stock. The dividend represented approximately 28 percent of Amax Gold's stock.
As a result, Cyprus Amax retained 31.3 million shares of Amax Gold or
approximately 40 percent. The AMAX stock held in the Plan at the merger date was
exchanged for Cyprus Amax, Alumax, and Amax Gold stock in accordance with the
merger agreement. The Alumax and Amax Gold stock was subsequently traded for
Cyprus Amax stock.
NOTE 8 - PLAN AMENDMENTS
- - ------------------------
On May 24, 1993, AMAX amended the Plan to provide that (i) the transactions
contemplated by the merger will not constitute a "Change in Control," (ii)
effective as of the consummation of the merger participants will be fully vested
in their accrued benefits, and (iii) effective as of the consummation of the
merger, at no time prior to the allocation of all shares of stock held in ESOP
portion of the Plan to participants who are employed by AMAX and its
subsidiaries immediately prior to the consummation of the merger, shall (A) the
Plan be merged or consolidated with any other plan, (B) the assets and
liabilities of the Plan be transferred to any other plan without the consent of
the affected participant(s), (C) the assets and liabilities of any other plan
amended to add a new class of participants as eligible to participate in the
Plan.
On December 17, 1993, the Plan was further amended to provide that (i) all
participants shall be fully vested in their company account at all times
effective November 15, 1993, (ii) effective January 1, 1994, multiple
participant loans are not permitted, except for outstanding loans as of December
31, 1993, which were grandfathered, (iii) two members of the Thrift Plan
Committee (subsequent to the merger - the Savings Plan Administrator) shall
constitute a quorum for transacting business, and (iv) the responsibilities of
the Portfolio Committee have been delegated to the Savings Plan Administrator.
Effective April 1, 1994, the Plan was amended to provide that: (i) participants
may make contributions up to a maximum of 16 percent of their base pay; (ii)
certain provisions be grandfathered (i.e., distribution options for March 31,
1994 account balances and multiple loans outstanding as of December 31, 1993);
(iii) participants may make two in-service withdrawals per year of both matched
and unmatched after-tax contributions, one withdrawal per year of rollover
contributions and one withdrawal per year of Company contributions; and (iv)
investment fund options available for employee contributions include seven T.
Rowe Price mutual funds and Company common stock.
NOTE 9 - DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500
- - ---------------------------------------------------------------
Gains (losses) on the sale of investments as reported in the statements of
changes in net assets available for benefits have been determined using the
average cost method. For purposes of the schedule of transactions or series of
transactions in excess of five percent of the current value of Plan assets,
gains (losses) on such sales have been calculated based upon the market value at
the beginning of the Plan year in accordance with the requirements of the
Department of Labor's Form 5500.
38
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
In addition, in accordance with guidance issued by the American Institute of
Certified Public Accountants, in 1992 the Plan changed its method of accounting
for distributions such that all amounts elected to be withdrawn and distributed
from the Plan by participants are no longer reported as a liability in the
statement of net assets available for benefits. However, such amounts must be
included on the Form 5500. Benefits payable to participants at December 31,
1993, were $181,261.
39
<PAGE>
SUMMARY ANNUAL REPORT
FOR
CYPRUS AMAX MINERALS COMPANY
THRIFT PLAN FOR SALARIED EMPLOYEES
This is a summary of the annual report for:
The Cyprus Amax Minerals Company Thrift Plan for Salaried Employees (the
Plan).
Plan Sponsor: Cyprus Amax Minerals Company
Employer ID Number: 36-2684040
Plan Number: 002
For the period covering: January 1 - December 31, 1994
The annual report has been filed with the Internal Revenue Service, as required
under the Employee Retirement Income Security Act of 1974 (ERISA).
BASIC FINANCIAL STATEMENT
- - -------------------------
Benefits under the Plan are provided by a trust with T. Rowe Price serving as
trustee.
Plan expenses were $63,600,594. These expenses related to benefits paid to
participants and beneficiaries. There were no participants in or beneficiaries
of the Plan at the end of the Plan year due to the Plan merger.
There were no Plan assets as of the end of the Plan year, compared to
$164,407,420 as of the beginning of the Plan year due to the merger with the
Cyprus Amax Minerals Company Savings Plan and Trust. The decrease in Plan
assets includes unrealized depreciation in the value of the Plan's assets; that
is, the difference between the value of the Plan's assets at the end of the year
and the value of the assets at the beginning of the year, or the cost of assets
acquired during the year.
The Plan had a total loss of $100,806,826 including employer contributions of
$556,080, employee contributions of $4,382,464, gains of $5,556,616 from the
sale of assets, a loss of $5,710,675 due to the change in unrealized
appreciation, other earnings from investment of $4,136,277 and a transfer to
another plan of $109,727,588.
40
<PAGE>
Summary Annual Report for
CYPRUS AMAX MINERALS COMPANY
Thrift Plan for Salaried Employees
Page 2
YOUR RIGHTS TO ADDITIONAL INFORMATION
-------------------------------------
You have a right to receive a copy of the full annual report, or any part
thereof, on request. The items below are included in the report:
1. An independent accountant's report;
2. Transactions in excess of 5 percent of plan assets.
To obtain a copy of the full annual report, or any part thereof, write or call
the office of the Savings Plan Administrator, 9100 East Mineral Circle,
Englewood, Colorado 80112, telephone (303) 643-5259. The charge to cover copying
costs will be $1.50 for the full annual report, or $.25 per page for any part
thereof.
You also have the right to receive from the Plan Administrator, on request and
at no charge, a statement of the assets and liabilities of the Plan and
accompanying notes, or a statement of income and expenses of the Plan and
accompanying notes, or both. If you request a copy of the full annual report
from the Plan Administrator, these two statements and accompanying notes will be
included as part of the report. The charge to cover copying costs given above
does not include a charge for the copying of these portions of the report
because these portions are furnished without charge.
You also have the legally protected right to examine the annual report at the
main office of the Plan, 9100 East Mineral Circle, Englewood, Colorado 80112,
and at the U.S. Department of Labor in Washington, D.C., or to obtain a copy
from the U.S. Department of Labor upon payment of copying costs. Requests to the
Department should be addressed to: Secretary of Labor, Room N-5644, U.S.
Department of Labor Building, 200 Constitution Avenue, N.W., Washington, D.C.
20210.
Cyprus Amax Minerals Company
Plan Sponsor
EIN: 36-2684040
41
<PAGE>
CYPRUS AMAX MINERALS COMPANY THRIFT PLAN FOR SALARIED EMPLOYEES
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statements on Form S-8 (No. 33-1600, 33-
22939 and 33-53792) of the Cyprus Amax Minerals Company Thrift Plan for Salaried
Employees of our report dated June 28, 1995, appearing on page 26 of this
Amendment Number 1 to the Annual Report on Form 10-K of Cyprus Amax Minerals
Company for the year ended December 31, 1994.
PRICE WATERHOUSE LLP
Denver, Colorado
June 28, 1995
42
<PAGE>
THE CYPRUS AMAX MINERALS COMPANY
--------------------------------
THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
-----------------------------------------
FINANCIAL STATEMENTS
--------------------
DECEMBER 31, 1994 AND 1993
--------------------------
43
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
June 28, 1995
To the Participants and Administrator of the
Cyprus Amax Minerals Company Thrift Plan for Bargaining Unit Employees
In our opinion, the accompanying statement of net assets available for benefits
with Fund Information and the related statement of changes in net assets
available for benefits with Fund Information present fairly, in all material
respects, the financial status of the Cyprus Amax Minerals Company Thrift Plan
for Bargaining Unit Employees (the "Plan") at December 31, 1994, and the changes
in its financial status for the year ended December 31, 1994, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audit. We conducted our audit
of these statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.
The Fund Information in the statement of net assets available for benefits and
the statement of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the net assets available
for benefits and the changes in net assets available for benefits of each fund.
The Fund Information has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements.
Price Waterhouse LLP
Denver, Colorado
44
<PAGE>
[Letterhead of Coopers & Lybrand]
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Board of Directors of
Cyprus Amax Minerals Company:
We were engaged to audit the financial statements of the Cyprus Amax Minerals
Company Thrift Plan for Bargaining Unit Employees (the "Plan") as of December
31, 1993 and for the two years then ended. These financial statements are the
responsibility of the Plan's management.
As permitted by 20 CFR 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, the Plan Administrator instructed us not to perform, and
we did not perform, any auditing procedures with respect to the information,
which was certified by United States Trust Company of New York, the Trustee of
the Plan, except for comparing such information with the related information
included in the 1993 and 1992 financial statements. We have been informed by the
Plan Administrator that the Trustee holds the Plan's investment assets and
executes investment transactions. The Plan Administrator has obtained
certifications from the Trustee as of and for the years ended December 31, 1993
and 1992 that the information provided to the Plan Administrator by the Trustee
is complete and accurate.
Because of the significance of the information that we did not audit, we are
unable to, and do not, express an opinion on the accompanying 1993 and 1992
financial statements taken as a whole. The form and content of the information
included in the 1993 and 1992 financial statements, other than that derived from
the information certified by the Trustee, have been audited by us in accordance
with generally accepted auditing standards and, in our opinion, are presented in
compliance with the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974.
/s/ Coopers & Lybrand L.L.P.
Denver, Colorado
September 12, 1994
45
<PAGE>
THE CYPRUS AMAX MINERALS COMPANY THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
--------------------------------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
--------------------------------------------------------------------
DECEMBER 31, 1994
-----------------
<TABLE>
<CAPTION>
FUND INFORMATION
-------------------------------------------
Cyprus
Amax New
Common Prime America
Stock Participant Reserve Growth
Total Fund Loans Fund Fund
----- ------ ----------- ------- -------
Assets
- - ------
<S> <C> <C> <C> <C> <C>
Investments
Common Stock
Cyprus Amax Minerals $ 517,865 $517,865 $ - $ - $ -
Mutual Funds 1,370,622 - - 480 36,758
Participant Loans 139,051 - 139,051 - -
Receivables
Employer contributions 7,504 7,504 - - -
Participant
contributions and
loan repayments 28,568 1,012 - 69 869
---------- -------- -------- ---- -------
Net assets available for
benefits $2,063,610 $526,381 $139,051 $549 $37,627
========== ======== ======== ==== =======
<CAPTION>
FUND INFORMATION
--------------------------------------------------------------
T. Rowe
Capital Price International Spectrum Stable
Appreciation Equity Stock Income Value
Fund Index Fund Fund Fund Fund
------------ ---------- ------------- -------- ------
Assets
- - ------
<S> <C> <C> <C> <C> <C>
Investments
Common Stock
Cyprus Amax Minerals $ - $ - $ - $ - $ -
Mutual Funds 37,963 284,248 35,615 11,344 964,214
Participant Loans - - - - -
Receivables
Employer contributions - - - - -
Participant
contributions and
loan repayments 918 4,115 461 197 20,927
------- -------- ------- ------- --------
Net assets available for
benefits $38,881 $288,363 $36,076 $11,541 $985,141
======= ======== ======= ======= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
46
<PAGE>
THE CYPRUS AMAX MINERALS COMPANY THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
--------------------------------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
--------------------------------------------------------------------
DECEMBER 31, 1993
-----------------
<TABLE>
<CAPTION>
FUND INFORMATION
------------------------------------------------------
Cyprus Amax Guaranteed
Common Stock Income Balanced Participant
Total Fund Fund Fund Loans
----- ------------ ---------- -------- -----------
Assets
- - ------
<S> <C> <C> <C> <C> <C>
Investments
Common Stock
Cyprus Amax Minerals $ 502,286 $502,286 $ - $ - $ -
Mutual Funds 527,766 19,218 123,255 385,293 -
Guaranteed insurance contracts 907,383 - 907,383 - -
Participant Loans 165,878 - - - 165,878
Receivables
Employer contributions 7,382 7,382 - - -
Participant contributions and loan repayments 30,567 153 22,490 6,288 1,636
--------- ------- --------- ------- -------
Net assets available for benefits $2,141,262 $529,039 $1,053,128 $391,581 $167,514
========= ======= ========= ======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
47
<PAGE>
THE CYPRUS AMAX MINERALS COMPANY THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
--------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
- - -------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1994
----------------------------
<TABLE>
<CAPTION>
FUND INFORMATION
------------------------------------------------------------------------
Cyprus
Amax
Common Guaranteed Prime
Stock Income Balanced Participant Reserve
Total Fund Fund Fund Loans Fund
----- ------ ---------- -------- ----------- -------
<S> <C> <C> <C> <C> <C> <C>
Investment Income
Interest and dividends $ 77,978 $ 16,763 $ 9,276 $ (2,343) $ - $ 6
Net realized gain (loss)
on investments 22,297 8,847 79 13,061 - -
Net change in unrealized
appreciation
(depreciation) in fair (28,699) (1,384) (78) (23,896) - -
value of investments
Employer contributions 75,120 75,120 - - - -
Participant contributions
and loan repayments 227,877 15,812 34,102 5,692 (72,235) 543
Transfers from prior (to
successor) trustee - - (921,245) (273,127) - -
Transfers between Plan
funds and loans - 1,057 (3,350) 419 67,895 -
Employee withdrawals
Balances of Participant
accounts withdrawn (452,225) (118,873) (171,912) (111,387) (24,123) -
--------- -------- ---------- -------- ------- ---
Net increase (decrease) (77,652) (2,658) (1,053,128) (391,581) (28,463) 549
Net assets available for
benefits:
Beginning of year 2,141,262 529,039 1,053,128 391,581 167,514 -
--------- -------- ---------- -------- ------- ---
End of year $2,063,610 $ 526,381 $ - $ - $139,051 $549
========= ======== ========== ======== ======= ===
<CAPTION>
FUND INFORMATION
----------------------------------------------------------------------------
T. Rowe
New Price
America Capital Equity International Spectrum Stable
Growth Appreciation Index Stock Income Value
Fund Fund Fund Fund Fund Fund
------- ------------ ------- ------------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
Investment Income
Interest and dividends $ 753 $ 3,005 $ 8,443 $ 1,319 $ 647 $ 40,109
Net realized gain (loss)
on investments (373) (22) 798 (93) - -
Net change in unrealized
appreciation
(depreciation) in fair
value of investments (1,571) (2,070) 2,447 (1,677) (470) -
Employer contributions - - - - - -
Participant contributions and
loan repayments 6,335 6,050 36,848 3,101 1,609 190,020
Transfers from prior (to
successor) trustee 25,873 - 238,495 - 8,758 921,246
Transfers between Plan funds
and loans 6,610 31,918 1,332 33,426 997 (140,304)
Employee withdrawals
Balances of Participant
accounts withdrawn - - - - - (25,930)
------ ------ ------- ------ ------ -------
Net increase (decrease) 37,627 38,881 288,363 36,076 11,541 985,141
Net assets available for
benefits:
Beginning of year - - - - - -
------ ------ ------- ------ ------ -------
End of year $37,627 $38,881 $288,363 $36,076 $11,541 $985,141
====== ====== ======= ====== ====== =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
48
<PAGE>
THE CYPRUS AMAX MINERALS COMPANY THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
--------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
- - -------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1993
----------------------------
<TABLE>
<CAPTION>
FUND INFORMATION
-------------------------------------------------------------------
Cyprus Amax Guaranteed
Common Income Balanced Fidelity Equity Participant
Total Stock Fund Fund Fund Index Fund Loans
----- ----------- ---------- -------- --------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Investment Income
Interest and dividends $ 121,725 $ 40,033 $ 66,309 $ 4,720 $ - $ 10,663
Net realized gain on investments 120,040 45,520 - 2,086 72,434 -
Net change in unrealized appreciation
(depreciation) in fair value of
investments 52,194 93,194 - 23,896 (64,896) -
Employer contributions 80,028 80,028 - - - -
Participant contributions and loan
repayments 287,507 74,848 221,733 37,522 13,229 (59,825)
Transfers between Plan funds and loans - (50,831) (53,651) 332,815 (314,533) 86,200
Employee withdrawals
Balances of Participant accounts
withdrawn (271,849) (128,706) (124,199) (9,458) (9,486) -
Administrative expenses (8,573) (8,573) - - - -
--------- ------- --------- ------- -------- -------
Net increase (decrease) 381,072 145,513 110,192 391,581 (303,252) 37,038
Net assets available for benefits
Beginning of year 1,760,190 383,526 942,936 - 303,252 130,476
--------- ------- --------- ------- -------- -------
End of year $2,141,262 $ 529,039 $1,053,128 $391,581 $ - $167,514
========= ======= ========= ======= ======== =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
49
<PAGE>
THE CYPRUS AMAX MINERALS COMPANY THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
--------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
- - -------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1992
----------------------------
<TABLE>
<CAPTION>
FUND INFORMATION
------------------------------------------------------
Amax, Inc. Guaranteed
Common Income Fidelity Equity Participant
Total Stock Fund Fund Index Fund Loans
----- ---------- ---------- --------------- -----------
<S> <C> <C> <C> <C> <C>
Investment Income
Interest and dividends $ 97,799 $ 18,317 $ 72,630 $ 195 $ 6,657
Net realized gain (loss) on investments (30,341) (34,887) - 4,546 -
Net change in unrealized appreciation
(depreciation) in fair value of
investments (34,279) (50,423) - 16,144 -
Employer contributions 113,551 113,551 - - -
Participant contributions and loan
repayments 294,585 2,548 284,522 51,018 (43,503)
Transfers between Plan funds and loans - (13,535) (70,196) (7,869) 91,600
Employee withdrawals
Balances of Participant accounts
withdrawn (393,222) (108,984) (231,581) (52,657) -
--------- ------- -------- ------- -------
Net increase (decrease) 48,093 (73,413) 55,375 11,377 54,754
Net assets available for benefits
Beginning of year 1,712,097 456,939 887,561 291,875 75,722
--------- ------- -------- ------- -------
End of year $1,760,190 $ 383,526 $ 942,936 $303,252 $130,476
========= ======= ======== ======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
50
<PAGE>
THE CYPRUS AMAX MINERALS COMPANY
--------------------------------
THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
-----------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1 - DESCRIPTION OF THE PLAN
- - --------------------------------
The following description of the Cyprus Amax Minerals Company Thrift Plan for
Bargaining Unit Employees (the "Plan" or the "Bargaining Plan") provides only
general information. Refer to the Plan document for a more complete description
of the Plan's provisions.
General
- - -------
The Plan was established by AMAX Inc. ("AMAX") in 1965 for the benefit of
certain collective bargaining unit hourly employees of AMAX, its divisions and
its participating subsidiaries, who have completed one year of service and have
attained the age of 18 ("Eligible Employees" or "Participants"). Cyprus
Minerals Company ("Cyprus") and AMAX merged in November 1993, forming Cyprus
Amax Minerals Company ("Cyprus Amax" or the "Company"). Following the merger
the name of the Bargaining Plan was changed to the Cyprus Amax Minerals Company
Thrift Plan for Bargaining Unit Employees. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
Administration
- - --------------
The Plan is administered by the Cyprus Amax Minerals Company Savings Plan
Administrator (the "Plan Administrator"), a committee of three Cyprus Amax
officers appointed by Cyprus Amax's Board of Directors. During 1994, Plan
administrative expenses were paid by Cyprus Amax.
Enrollment
- - ----------
Eligible Employees can enroll in the Plan during any month of the year.
Contributions
- - -------------
The Plan receives contributions from participants and Cyprus Amax, its divisions
and its participating subsidiaries. Participants may contribute a basic amount
of 1% to 6% of compensation to the Plan. These basic contributions are made on
an after-tax basis, a tax-deferred basis, or a combination of the two.
Participants making contributions of 6% of compensation may make unmatched
supplemental contributions up to an additional 10% of compensation. Cyprus
Amax, its divisions and its participating subsidiaries contribute an amount to
the Common Stock Fund equal to 50% of each participant's basic contribution.
Participant rollover contributions are permitted at the discretion of the Plan
Administrator provided all legal requirements are satisfied.
Vesting
- - -------
Participants are immediately vested in their employee contributions, the
earnings attributable to those contributions, and the earnings attributable to
employer contributions. Participants are vested with respect to employer
matching contributions to the Plan at a rate of 25% after two years of service,
50% after three years of service, 75% after four years of service, and 100%
after five years of service. Participants also become fully vested in employer
51
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
contributions upon their death, attainment of age 65, total and permanent
disability, permanent layoff, and/or Plan termination.
Forfeitures
- - -----------
Participants who terminate employment before becoming fully vested forfeit the
non-vested portion of their Company match. These forfeitures are used to reduce
the contributions required to be made by the Company in accordance with the
Plan.
Loans
- - -----
Participants may borrow from their Plan accounts. Loans are paid in the form of
cash and may not exceed a Participant's vested account balance within specified
legal limits. Loan interest rates are based on prime rate plus one percent as
determined on the first business day of the month preceding the month in which a
Participant's written loan request is received by the Plan Administrator. Loan
terms vary from a minimum of six months to a maximum of five years.
Loan repayments are made regularly through payroll deductions or, for
Participants not receiving a paycheck (i.e. on leave of absence), can be
delivered regularly to the Plan Administrator. A Participant may prepay a one-
time single sum of all of the outstanding loan balance. Partial prepayments are
not allowed.
Participant Tax Status
- - ----------------------
Participant contributions to the Plan may be deferred, at the election of the
Participant, for federal income tax purposes, subject to certain limitations.
Employer contributions and all earnings under the Plan are deferred for federal
income tax purposes. The amounts deferred under the Plan may become subject to
federal income tax when withdrawn. Participants may also choose to make after-
tax contributions to the Plan.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- - ---------------------------------------------------
Basis of Accounting
- - -------------------
The accounting records of the Plan are maintained on the accrual basis.
Valuation of Assets
- - -------------------
Plan investments other than the guaranteed investment contracts are valued at
net asset value as determined by the trustee, based on the fair market value of
the underlying investments. At December 31, 1993, the guaranteed investment
contracts were valued at contract value as estimated by the insurer. Contract
value represented contributions made under the contract plus interest at the
contract rate, less funds withdrawn.
Participant loans are valued at principal amount.
Transfers of assets into the Plan are shown at fair market or contract value.
Assets transferred out of the Plan are reported at market value with the
difference between cost and market reported as realized gains or losses.
52
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
NOTE 3 - INVESTMENTS
- - --------------------
Investment Options
- - ------------------
Prior to April 1, 1994, participants could elect to invest their contributions
in combinations of the following funds: a portfolio of guaranteed investment
contracts and group annuity contracts (the Guaranteed Income Fund), a bond fund
(the Fidelity Institutional Trust U.S. Bond Index Fund), a growth fund (the
Fidelity Mt. Vernon Street Trust Growth Fund), or a diversified equity fund (the
Fidelity U.S. Equity Index Fund).
Effective April 1, 1994, the Plan's sponsor, Cyprus Amax, elected to change the
Plan's trustee and recordkeeper from U.S. Trust and Buck Consultants,
respectively, to T. Rowe Price. The Plan assets invested with Fidelity were
liquidated and transferred to T. Rowe Price, where they were invested in similar
T. Rowe Price funds. Beginning in April 1994, Participants could elect to
invest their contributions to the Plan in Cyprus Amax common stock or the
following T. Rowe Price funds: a money market fund (Prime Reserve Fund), a bond
fund (Spectrum Income Fund), a portfolio of guaranteed investment contracts,
bank investment contracts and structured investment contracts (Stable Value
Fund) and four equity funds (Equity Index Fund, Capital Appreciation Fund,
International Stock Fund and New America Growth Fund). All Company
contributions are invested in Cyprus Amax common stock.
As of December 31, 1994, the number of Participants investing in the various
investment options were as follows: 131 in Cyprus Amax common stock, 2 in the
Prime Reserve Fund, 3 in the Spectrum Income Fund, 119 in the Stable Value Fund,
57 in the Equity Index Fund, 10 in the Capital Appreciation Fund, 8 in the
International Stock Fund, and 11 in the New America Growth Fund.
Investments Held Other than Contracts with Insurance Companies
- - --------------------------------------------------------------
Investments held by the trustee, T. Rowe Price, as of December 31, 1994, and
U.S. Trust as of December 31, 1993, consisted of the following:
<TABLE>
<CAPTION>
COST FAIR VALUE
---------- ----------
<S> <C> <C>
December 31, 1994:
Cyprus Amax common stock held in
Common Stock Fund (19,822.609 shares)/(a)(b)/ $ 474,769 $ 517,865
Prime Reserve Fund 480 480
New America Growth Fund (1,446.080 units) 38,330 36,758
Capital Appreciation Fund (3,137.514 units) 40,034 37,963
Equity Index Fund (21,714.932 units) /(b)/ 281,801 284,248
International Stock Fund (496,091.688 units) 37,290 35,615
Spectrum Income Fund (1,122.132 units) 11,814 11,344
Stable Value Fund /(b)/ 964,214 964,214
---------- ----------
$1,848,732 $1,888,487
========== ==========
</TABLE>
53
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
<TABLE>
<CAPTION>
COST FAIR VALUE
---------- ----------
December 31, 1993:
<S> <C> <C>
Units of participation in
United States Trust Co.
Pooled Trust Short-Term
Fixed Income Fund $ 30,421 $ 30,421
Cyprus Amax common stock (19,412 shares)/(a)(b)/ 533,855 502,286
IDS Trust Collective Income Fund (3,184.673 units)/(b)/ 112,070 112,052
Fidelity Institutional Trust U.S. Bond Index (791.879 units) 8,845 8,711
Fidelity U.S. Equity Index (29,656.075 units)/(b)/ 326,069 350,535
Fidelity Mt. Vernon Street Trust Growth Fund
(896.321 units) 26,482 26,047
---------- ----------
$1,037,742 $1,030,052
========== ==========
</TABLE>
/(a)/Investment pays dividends quarterly
/(b)/Individual investments representing 5% or more of net assets available for
benefits as of December 31, 1994 and 1993.
NOTE 4 - NET REALIZED GAINS (LOSSES) ON INVESTMENTS
- - ---------------------------------------------------
Net realized gains (losses) from investment transactions were as follows:
<TABLE>
<CAPTION>
CYPRUS AMAX AMAX INC. GUARANTEED FIDELITY
COMMON COMMON INCOME BALANCED EQUITY
STOCK FUND STOCK FUND FUND FUND INDEX FUND
------------ ------------- ------------ -------------- ----------
<S> <C> <C> <C> <C> <C> <C>
1994 Proceeds $586,827 $ - $228,246 $384,679 $ -
Cost 577,980 - 228,167 371,618 -
-------- -------- -------- -------- ----------
Net gain $ 8,847 $ - $ 79 $ 13,061 $ -
======== ======== ======== ======== ==========
1993 Proceeds $542,533 $ - $689,942 $ 59,768 $626,688
Cost 497,013 - 689,942 57,682 554,254
-------- -------- -------- -------- ----------
Net gain $ 45,520 $ - $ - $ 2,086 $ 72,434
======== ======== ======== ======== ==========
1992 Proceeds $ - $203,950 $ - $ - $110,900
Cost - 238,837 - - 106,354
-------- -------- -------- -------- ----------
Net gain (loss) $ - $(34,887) $ - $ - $ 4,546
======== ======== ======== ======== ==========
<CAPTION>
T. ROWE
NEW AMERICA CAPITAL PRICE INTERNATIONAL
GROWTH APPRECIATION EQUITY INDEX STOCK
FUND FUND FUND FUND
----------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
1994 Proceeds $ 8,000 $ 1,380 $ 21,785 $ 1,311
Cost 8,373 1,402 20,987 1,404
-------- -------- -------- --------
Net gain (loss) $ (373) $ (22) $ 798 $ (93)
======== ======== ======== ========
</TABLE>
The Cyprus Amax Common Stock Fund contains net realized gains on the sale of
Cyprus Amax common stock.
54
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
NOTE 5 - UNREALIZED APPRECIATION/(DEPRECIATION) OF INVESTMENTS
- - --------------------------------------------------------------
Net unrealized appreciation/(depreciation) of investments amounted to $39,755
and ($7,690) at December 31, 1994 and 1993, respectively. The change in net
unrealized appreciation/(depreciation) resulted in a Plan loss of ($28,699) in
1994, a Plan gain of $52,194 in 1993, and a Plan loss of ($34,279) in 1992.
NOTE 6 - TAX STATUS
- - -------------------
Cyprus Amax received a favorable determination letter dated January 13, 1988,
from the Internal Revenue Service as to the qualified status of the Plan. A new
determination letter has been requested for continued qualification of the Plan
regarding compliance with the Tax Reform Act of 1986. The Company is of the
opinion that the Plan continues to fulfill the requirements of a qualified plan.
Accordingly, no provision for federal or state income taxes has been provided.
NOTE 7 - MERGER
- - ---------------
On November 15, 1993, AMAX merged with and into Cyprus with Cyprus being the
surviving corporation, and was renamed Cyprus Amax Minerals Company. In the
merger, each share of common stock of AMAX was converted into one-half share of
common stock of Cyprus Amax, resulting in the issuance of 44,351,093 shares,
valued at $1,005 million. Alumax, a wholly owned subsidiary of AMAX, spun-off
from its parent corporation on November 15, 1993. AMAX distributed to its
common shareholders one-half share of common stock of Alumax per share of AMAX
common stock. Additional terms of the merger included a decrease in the
ownership of Amax Gold Inc. ("Amax Gold" or "AGI"), a majority owned subsidiary
of AMAX, by the surviving company. Cyprus Amax stockholders also received a pro
rata dividend, representing 21.8 million shares of AGI common stock. The
dividend represented approximately 28% of Amax Gold's stock. As a result,
Cyprus Amax retained 31.3 million shares of Amax Gold or approximately 40%. The
AMAX stock held in the Plan at the merger date was exchanged for Cyprus Amax,
Alumax, and Amax Gold stock in accordance with the merger agreement. The Alumax
and Amax Gold stock was subsequently traded for Cyprus Amax stock.
NOTE 8 - PLAN AMENDMENTS
- - ------------------------
On December 17, 1993, the Plan was amended to provide that (i) two members of
the Thrift Plan Committee (subsequent to the merger - the Savings Plan
Administrator) shall constitute a quorum for transacting business, and (ii) the
responsibilities of the Portfolio Committee have been delegated to the Savings
Plan Administrator.
Effective April 1, 1994, the Plan was amended to provide that: (i) participants
may make contributions up to a maximum of 16% of their base pay; (ii) certain
provisions be grandfathered (i.e., distribution options for March 31, 1994
account balances and multiple loans outstanding as of December 31, 1993); (iii)
participants may make two in-service withdrawals per year of both matched and
unmatched after-tax contributions, one withdrawal per year of rollover
contributions and one withdrawal per year of Company contributions; and (iv)
investment fund options available for employee contributions include seven T.
Rowe Price mutual funds and Cyprus Amax common stock.
55
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
NOTE 9 - PLAN TERMINATION
- - -------------------------
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan, subject to the provisions of ERISA. If the Plan is terminated or matching
contributions are permanently discontinued, participants will become 100% vested
in their Cyprus Amax Minerals Company Common Stock Fund accounts. In the event
of termination, the net assets of the Plan will be allocated as prescribed by
ERISA and its related regulations, generally to provide the following benefits
in the order indicated:
a. Benefits attributable to participants contributions taking into
consideration those paid out before termination.
b. Vested company stock matching benefits.
NOTE 10 - DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500
- - ----------------------------------------------------------------
Gains (losses) on the sale of investments as reported in the statements of
changes in net assets available for benefits have been determined on a
participant level using the average cost method. For purposes of the Department
of Labor's Form 5500, gains (losses) on such sales have been calculated based
upon the market value at the beginning of the Plan year in accordance with the
requirements of the Form 5500.
In addition, in accordance with guidance issued by the American Institute of
Certified Public Accountants, in 1992 the Plan changed its method of accounting
for distributions so that all amounts elected to be withdrawn and distributed
from the Plan by participants are no longer reported as liabilities in the
statements of net assets available for benefits. However, such amounts are to
be included on the Form 5500. There were no benefits payable to Participants at
December 31, 1994. Benefits payable to Participants were $18,250 at December
31, 1993.
56
<PAGE>
SUMMARY ANNUAL REPORT
FOR
CYPRUS AMAX MINERALS COMPANY
THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
This is a summary of the annual report for:
The Cyprus Amax Minerals Company Thrift Plan for Bargaining Unit Employees
(the Plan).
Plan Sponsor: Cyprus Amax Minerals Company
Employer ID Number: 36-2684040
Plan Number: 002
For the period covering: January 1 - December 31, 1994
The annual report has been filed with the Internal Revenue Service, as required
under the Employee Retirement Income Security Act of 1974 (ERISA).
BASIC FINANCIAL STATEMENT
- - -------------------------
Benefits under the Plan are provided by a trust with T. Rowe Price serving as
trustee.
Plan expenses were $452,225. These expenses related to benefits paid to
participants and beneficiaries. A total of 136 persons were participants in or
beneficiaries of the Plan at the end of the Plan year.
The value of Plan assets, after subtracting liabilities of the Plan, was
$2,063,610 as of the end of the Plan year, compared to $2,141,262 as of the
beginning of the Plan year. During the period of January 1 to December 31,
1994, the Plan experienced a decrease in its net assets of $77,652. This
decrease includes unrealized depreciation in the value of the Plan's assets;
that is, the difference between the value of the Plan's assets at the end of the
year and the value of the assets at the beginning of the year, or the cost of
assets acquired during the year.
The Plan had total income of $374,573 including employer contributions of
$75,120, employee contributions of $227,877, gains of $22,297 from the sale of
assets, a loss of $28,699 due to the change in unrealized appreciation and other
earnings from investment of $77,978.
YOUR RIGHTS TO ADDITIONAL INFORMATION
-------------------------------------
You have a right to receive a copy of the full annual report, or any part
thereof, on request. The items below are included in the report:
1. An independent accountant's report;
2. Assets held for investment;
3. Loans or other obligations in default and;
4. Transactions in excess of 5 percent of plan assets
57
<PAGE>
Summary Annual Report for
Cyprus Amax Minerals Company
Thrift Plan for Bargaining Unit Employees
Page 2
To obtain a copy of the full annual report, or any part thereof, write or call
the office of the Savings Plan Administrator, 9100 East Mineral Circle,
Englewood, Colorado 80112, which is the Plan Administrator, telephone (303) 643-
5259. The charge to cover copying costs will be $1.50 for the full annual
report, or $.25 per page for any part thereof.
You also have the right to receive from the Plan Administrator, on request and
at no charge, a statement of the assets and liabilities of the Plan and
accompanying notes, or a statement of income and expenses of the Plan and
accompanying notes, or both. If you request a copy of the full annual report
from the Plan Administrator, these two statements and accompanying notes will be
included as part of the report. The charge to cover copying costs given above
does not include a charge for the copying of these portions of the report
because these portions are furnished without charge.
You also have the legally protected right to examine the annual report at the
main office of the Plan, 9100 East Mineral Circle, Englewood, Colorado 80112,
and at the U.S. Department of Labor in Washington, D.C., or to obtain a copy
from the U.S. Department of Labor upon payment of copying costs. Requests to the
Department should be addressed to: Secretary of Labor, Room N-5644, U.S.
Department of Labor Building, 200 Constitution Avenue, N.W., Washington, D.C.
20210.
Cyprus Amax Minerals Company
Plan Sponsor
EIN: 36-2684040
58
<PAGE>
CYPRUS AMAX MINERALS COMPANY THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on this Form S-8 of the Cyprus
Amax Minerals Company Thrift Plan for Bargaining Unit Employees of our report
dated June 28, 1995, appearing on page 44 of this Amendment Number 1 to the
Annual Report on Form 10-K of Cyprus Amax Minerals Company for the year ended
December 31, 1994.
PRICE WATERHOUSE LLP
Denver, Colorado
June 28, 1995
59
