<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7 )
---------
Amax Gold Inc.
- ---------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- ---------------------------------------------------------------------------
(Title of Class of Securities)
02312010
--------------------------------------------------------
(CUSIP Number)
Philip C. Wolf
Senior Vice President,
General Counsel and Secretary
Cyprus Amax Minerals Company
9100 East Mineral Circle
Englewood, Colorado 80112
Denver, CO 80112
(303) 643-5000
- --------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 29, 1995
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ].
Page 1 of 24 pages<PAGE>
CUSIP No. 02312010 Page 2 of 24 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cyprus Amax Minerals Company 36-2684040
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00; WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
30,898,519 See Item 5.
8 SHARED VOTING POWER
31,313,709 See Item 5.
9 SOLE DISPOSITIVE POWER
30,898,519 See Item 5.
10 SHARED DISPOSITIVE POWER
31,313,709 See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,212,228
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 56.6%, based upon 87,950,062 shares of Common Stock
outstanding at September 21, 1995 and giving effect to the
issuance of 12,099,213 shares, 8,318,673 shares and 879,500
shares of Common Stock as described in Item 4.
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP No. 02312010 Page 3 of 24 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Amax Energy Inc. 36-2684040
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
31,313,709 See Item 5.
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
31,313,709 See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,313,709
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 35.6%, based upon 87,950,062 shares of Common Stock
outstanding at September 21, 1995.
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP No. 02312010 Page 4 of 24 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cyprus Amax Coal Company 36-3081314
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
31,313,709 See Item 5.
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
31,313,709 See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,313,709
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 35.6%, based upon 87,950,062 shares of Common Stock
outstanding at September 21, 1995.
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP No. 02312010 Page 5 of 24 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Amax Coal Company 36-2684040
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
31,313,709 See Item 5.
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
31,313,709 See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,313,709
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 35.6%, based upon 87,950,062 shares of Common Stock
outstanding at September 21, 1995.
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
The undersigned hereby amends the following items, exhibits
or other portions of its Schedule 13D as set forth below:
ITEM 4. PURPOSE OF THE TRANSACTION.
--------------------------
Item 4 is further amended by the addition of the following:
Cyprus Amax gave written notification to the Issuer that as
of September 29, 1995, it would exercise its option to purchase the
remaining 8,318,673 shares of the 14,919,806 shares of the Issuer's
Common Stock issuable pursuant to Section 6.01 of the DOCLOC II
Agreement at a price of $5.362 per share. The issuance of the
8,318,673 shares of Common Stock to Cyprus Amax increased Cyprus
Amax's direct and indirect record ownership of shares of Common Stock
of the Issuer from approximately 46.5% to approximately 51.1% (based
on 87,950,062 shares of Common Stock outstanding as of September 21,
1995) but did not change Cyprus Amax's beneficial ownership.
Additionally, Cyprus Amax and the Issuer entered into an
Agreement Regarding Stock Issuance, dated September 29, 1995 (the
"Stock Issuance Agreement"), whereby the Issuer may fund its
obligations to Cyprus Amax with respect to existing and future
transactions through the issuance of up to 879,500 shares of Common
Stock. Of such 879,500 shares of Common Stock, the Issuer issued
128,042 shares to Cyprus Amax on September 29, 1995 pursuant to the
Stock Issuance Agreement as payment for $835,473 due Cyprus Amax under
the DOCLOC II Agreement. As a result of the issuance of the 128,042
shares of Common Stock, Cyprus Amax's direct and indirect record
ownership of shares of Common Stock increased from approximately 51.1%
to approximately 51.2% and Cyprus beneficial ownership increased from
approximately 56.6% to approximately 57.0%.
As a result of these transactions, approximately $45.4
million of principal and interest under the DOCLOC II Agreement is
deemed repaid, and the commitment under the DOCLOC II Agreement is
reduced to zero.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
The first, second and fifth paragraphs added by Amendment
No. 5 to Schedule 13D to Item 5 are amended and restated in their
entirety as follows:
(a), (b), (d) After giving effect to dividend reinvestment
programs, Amax Coal Company holds 31,313,709 shares of Common Stock of
the Issuer, representing approximately 36.5% of the outstanding shares
of Common Stock of the Issuer (based on 87,950,062 shares of Common
Stock outstanding as of September 21, 1995).
Page 6 of 24 pages<PAGE>
(a) Cyprus Amax beneficially owns 62,212,228 shares of
Common Stock of the Issuer (including the right to acquire 12,099,213
shares under the terms of the DOCLOC Agreement and the remaining
751,458 shares of the 879,500 shares under the Stock Issuance
Agreement), representing approximately 57% of the outstanding shares
of Common Stock of Issuer (after giving effect to the issuance of the
aforementioned 12,099,213 shares and 879,500 shares to Cyprus Amax and
based on the 87,950,062 shares of Common Stock outstanding as of
September 21, 1995).
(b), (d) Cyprus Amax has the sole power to vote and direct
the vote, and sole power to dispose or direct the disposition of, an
aggregate of 30,898,519 shares, including the 12,099,213 shares of
Common Stock which it has the right to acquire pursuant to the DOCLOC
Agreement and the 751,458 shares of Common Stock which it has the
right to acquire pursuant to the Stock Issuance Agreement.
Item 5 is further amended by the addition of the following:
(a), (c) On September 22, 1995, Gerald J. Malys, Allen
Born, and Rockwell A. Schnabel each acquired 160 shares of Common
Stock of the Issuer pursuant to the Issuer's Directors Deferred
Compensation Plan. The fair market value of the Common Stock on
September 22, 1995 was $6.25. On September 29, 1995, Messrs. Malys,
Born, and Schnabel each acquired 416.67 shares of Common Stock of the
Issuer pursuant to the Issuer's Directors Stock Plan. The fair market
value of the Common Stock on September 29, 1995 was $6.00 per share.
To the best of the knowledge of the reporting persons, there have been
no other transactions in the Common Stock during the past 60 days by
Cyprus Amax, Amax Energy Inc., Cyprus Amax Coal Industries, Inc., or
Amax Coal Company, or the persons listed on Schedule I hereto.
Page 7 of 24 pages<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned hereby certify that the information as set
forth in this Amendment is true, complete and correct.
CYPRUS AMAX MINERALS COMPANY
By: /s/ DALE E. HUFFMAN
--------------------------------
Name: Dale E. Huffman
Title: Assistant Secretary
AMAX ENERGY INC.
By: /s/ DALE E. HUFFMAN
--------------------------------
Name: Dale E. Huffman
Title: Assistant Secretary
CYPRUS AMAX COAL COMPANY
By: /s/ DALE E. HUFFMAN
--------------------------------
Name: Dale E. Huffman
Title: Assistant Secretary
AMAX COAL COMPANY
By: /s/ DALE E. HUFFMAN
--------------------------------
Name: Dale E. Huffman
Title: Assistant Secretary
Dated: October 5, 1995
Page 8 of 24 pages<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
(10) Press Release dated September 29, 1995.
(11) Agreement Regarding Stock Issuance, dated September 29,
1995, between Cyprus Amax and Issuer.
Page 9 of 24 pages<PAGE>
SCHEDULE I
NAME, PRINCIPAL OCCUPATION AND CITIZENSHIP OF EACH
DIRECTOR AND OFFICER OF CYPRUS AMAX MINERALS COMPANY
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation Citizenship/1/
- ---------------- -------------------- --------------
<S> <C> <C>
Milton H. Ward Co-Chairman of the Board,
9100 East Mineral Circle Chief Executive Officer
Englewood, Colorado 80112 and President
Allen Born Co-Chairman of the Board
Alumax Inc.
5655 Peachtree Parkway
Norcross, Georgia 30092-2812
Linda G. Alvarado President and Chief Executive Officer
Alvarado Construction Inc.
1266 Santa Fe Drive
P.O. Box 4366
Denver, Colorado 80204
George S. Ansell President
Colorado School of Mines
1500 Illinois Avenue
Golden, Colorado 80401
William C. Bousquette Senior Vice President and Chief
Texaco Inc. Financial Officer
2000 Westchester Avenue
White Plains, New York 10650
Thomas V. Falkie President
Berwind Natural Resources Company
1500 Market Street
3000 Centre Square West
Philadelphia, Pennsylvania 19102
Michael A. Morphy Independent Businessman
MorMarketing
115 W. California Blvd. #403
Pasadena, California 91105
</TABLE>
____________________
/1/ Except as otherwise noted, each of the persons included in this
Schedule is a U.S. citizen.
Page 10 of 24 pages<PAGE>
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation Citizenship
- ---------------- -------------------- -----------
<S> <C> <C>
Rockwell A. Schnabel Independent Businessman
Trident Capital, L.P.
355 S. Grand Avenue
Suite 4295
Los Angeles, California 90071
James A. Todd, Jr. Chairman and Chief Executive Officer
Birmingham Steel Corporation
1000 Urban Center Parkway
Suite 300
Birmingham, Alabama 35242
Billie B. Turner Chairman
IMC Fertilizer Group, Inc.
2100 Sanders Road
Northbrook, Illinois 60062
Ann Maynard Gray President
Diversified Publishing Group
Capital Cities/ABC, Inc.
77 West 66th Street
16th Floor
New York, New York 10023
James C. Huntington, Jr. Independent Businessman
613 Twin Pine Road
Pittsburgh, Pennsylvania 15215
Theodore M. Solso Executive Vice President -- Operations
Cummins Engine Company, Inc.
500 Jackson Street
Columbia, Indiana 47201
John Hoyt Stookey Chairman
Quantum Chemical Company
410 Park Avenue
New York, New York 10022
Gerald J. Malys Senior Vice President and Chief
9100 East Mineral Circle Financial Officer
Englewood, Colorado 80112-3299
Garold R. Spindler Senior Vice President, Coal
9100 E. Mineral Circle
Englewood, Colorado 80112-3299
Jeffrey G. Clevenger Senior Vice President, Copper
1501 W. Fountainhead Pkwy., Suite 290
Tempe, Arizona 85282
</TABLE>
Page 11 of 24 pages<PAGE>
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation Citizenship
- ---------------- -------------------- -----------
<S> <C> <C>
David H. Watkins Senior Vice President, Exploration
9100 E. Mineral Circle
Englewood, Colorado 80112-3299
Philip C. Wolf Senior Vice President, General
9100 E. Mineral Circle Counsel and Secretary
Englewood, Colorado 80112-3299
Francis J. Kane Vice President, Investor Relations and
9100 East Mineral Circle Treasurer
Englewood, Colorado 80112-3299
John Taraba Vice President and Controller
9100 East Mineral Circle
Englewood, Colorado 80112-3299
Farokh S. Hakimi Director, Finance
9100 East Mineral Circle
Englewood, Colorado 80112-3299
J. David Flemming Director of Tax
9100 East Mineral Circle
Englewood, Colorado 80112-3299
Robin J. Hickson Vice President, Engineering and
1501 W. Fountainhead Pkwy. Development
Suite 290
Tempe, Arizona 85282
Dale E. Huffman Assistant Secretary
9100 E. Mineral Circle
Englewood, Colorado 80112-3299
</TABLE>
Page 12 of 18<PAGE>
NAME, PRINCIPAL OCCUPATION AND CITIZENSHIP OF EACH
DIRECTOR AND OFFICER OF CYPRUS AMAX COAL COMPANY
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation Citizenship/1/
- ---------------- -------------------- --------------
<S> <C> <C>
Gerald J. Malys Senior Vice President and Chief
9100 East Mineral Circle Financial Officer of Cyprus Amax
Englewood, Colorado 80112-3299 Minerals Company
Garold R. Spindler Senior Vice President, Coal of Cyprus
9100 East Mineral Circle Amax Minerals Company
Englewood, Colorado 80112-3299
W. Mark Hart Senior Vice President, Eastern
9100 East Mineral Circle Operations
Englewood, Colorado 80112-3299
Philip C. Wolf Senior Vice President, General
9100 East Mineral Circle Counsel and Secretary of Cyprus
Englewood, Colorado 80112-3299 Amax Minerals Company
Randall J. Scott Senior Vice President, Western
9100 East Mineral Circle Operations
Englewood, Colorado 80112-3299
Nicholas P. Moros Senior Vice President, Sales and
9100 East Mineral Circle Marketing
Englewood, Colorado 80112-3299
Chris L. Crowl Vice President
9100 East Mineral Circle
Englewood, Colorado 80112-3299
Francis J. Kane Vice President, Investor Relations
9100 East Mineral Circle and Treasurer of Cyprus Amax Minerals
Englewood, Colorado 80112-3299 Company
Frank J. Wood Vice President and Controller
9100 East Mineral Circle
Englewood, Colorado 80112-3299
Farokh S. Hakimi Director, Finance of Cyprus Amax
9100 East Mineral Circle Minerals Company
Englewood, Colorado 80112-3299
</TABLE>
____________________
/1/ Except as otherwise noted, each of the persons included in this
Schedule is a U.S. citizen.
Page 13 of 24 pages<PAGE>
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation Citizenship
- ---------------- -------------------- -----------
<S> <C> <C>
J. David Flemming Director of Tax of Cyprus Amax
9100 East Mineral Circle Minerals Company
Englewood, Colorado 80112-3299
Morris W. Kegley Attorney, Cyprus Amax Minerals
9100 E. Mineral Circle Company
Englewood, Colorado 80112-3299
Dale E. Huffman Attorney and Assistant Secretary,
9100 East Mineral Circle Cyprus Amax Minerals Company
Englewood, Colorado 80112-3299
Greg A. Walker Attorney, Cyprus Amax Minerals
9100 E. Mineral Circle Company
Englewood, Colorado 80112-3299
Richard D. Mills Senior Vice President, Development
9100 E. Mineral Circle
Englewood, Colorado 80112-3299
Peter J. Bethell Vice President, Allied Resources
9100 E. Mineral Circle
Englewood, Colorado 80112-3299
Vincent J. Calarco, Jr. Vice President, International Business
9100 E. Mineral Circle Development
Englewood, Colorado 80112-3299
Sue E. Chetlin Attorney, Cyprus Amax Minerals
9100 E. Mineral Circle Company
Englewood, Colorado 80112-3299
</TABLE>
Page 14 of 24 pages<PAGE>
NAME, PRINCIPAL OCCUPATION AND CITIZENSHIP OF EACH
DIRECTOR AND OFFICER OF AMAX COAL COMPANY
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation Citizenship/1/
- ---------------- -------------------- --------------
<S> <C> <C>
Gerald J. Malys Senior Vice President and Chief
9100 East Mineral Circle Financial Officer of Cyprus Amax
Englewood, Colorado 80112-3299 Minerals Company
Garold R. Spindler Senior Vice President, Coal of Cyprus
9100 East Mineral Circle Amax Minerals Company
Englewood, Colorado 80112-3299
W. Mark Hart Senior Vice President, Eastern
9100 East Mineral Circle Operations of Cyprus Amax Coal
Englewood, Colorado 80112-3299 Company
Philip C. Wolf Senior Vice President, General
9100 East Mineral Circle Counsel and Secretary of Cyprus
Englewood, Colorado 80112-3299 Amax Minerals Company
Nicholas P. Moros Senior Vice President, Sales and
9100 East Mineral Circle Marketing of Cyprus Amax Coal
Englewood, Colorado 80112-3299 Company
Donald J. Drabant Vice President, Eastern Sales and
400 Techne Center Drive, Suite 320 Marketing of Cyprus Amax Coal Sales
Milford, Ohio 45150 Corporation
Francis J. Kane Vice President, Investor Relations and
9100 East Mineral Circle Treasurer of Cyprus Amax Minerals
Englewood, Colorado 80112-3299 Company
Frank J. Wood Vice President and Controller of
9100 East Mineral Circle Cyprus Amax Coal Company
Englewood, Colorado 80112-3299
Farokh S. Hakimi Director, Finance of Cyprus Amax
9100 East Mineral Circle Minerals Company
Englewood, Colorado 80112-3299
J. David Flemming Director of Tax of Cyprus Amax
9100 East Mineral Circle Minerals Company
Englewood, Colorado 80112-3299
</TABLE>
____________________
/1/ Except as otherwise noted, each of the persons included in this
Schedule is a U.S. citizen.
Page 15 of 24 pages<PAGE>
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation Citizenship
- ---------------- -------------------- -----------
<S> <C> <C>
Morris W. Kegley Attorney, Cyprus Amax Minerals
9100 E. Mineral Circle Company
Englewood, Colorado 80112-3299
Dale E. Huffman Attorney and Assistant Secretary,
9100 East Mineral Circle Cyprus Amax Minerals Company
Englewood, Colorado 80112-3299
Greg A. Walker Attorney, Cyprus Amax Minerals
9100 E. Mineral Circle Company
Englewood, Colorado 80112-3299
George E. Vajda Vice President
9100 East Mineral Circle
Englewood, Colorado 80112-3299
Author T. Palm Vice President and General Manager
9100 E. Mineral Circle
Englewood, Colorado 80112-3299
Jerry R. Kempf Vice President and General Manager
9100 E. Mineral Circle
Englewood, Colorado 80112-3299
George E. Vajda Vice President, Sales and
9100 E. Mineral Circle Marketing
Englewood, Colorado 80112-3299
Sue E. Chetlin Attorney, Cyprus Amax Minerals
9100 E. Mineral Circle Company
Englewood, Colorado 80112-3299
Sharon J. Fetherhuff Assistant Secretary
9100 E. Mineral Circle
Englewood, Colorado 80112-3299
</TABLE>
Page 16 of 24 pages<PAGE>
NAME, PRINCIPAL OCCUPATION AND CITIZENSHIP OF
EACH DIRECTOR AND OFFICER OF AMAX ENERGY INC.
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation Citizenship/1/
- ---------------- -------------------- --------------
<S> <C> <C>
Gerald J. Malys Senior Vice President and Chief
9100 East Mineral Circle Financial Officer of
Englewood, Colorado 80112-3299 Cyprus Amax Minerals Company
Philip C. Wolf Senior Vice President, General
9100 East Mineral Circle Counsel and Secretary of Cyprus
Englewood, Colorado 80112-3299 Amax Minerals Company
Francis J. Kane Vice President, Investor Relations and
9100 East Mineral Circle Treasurer of Cyprus Amax Minerals
Englewood, Colorado 80112-3299 Company
John Taraba Vice President and Controller of
9100 East Mineral Circle Cyprus Amax Minerals Company
Englewood, Colorado 80112-3299
J. David Flemming Director of Tax of Cyprus Amax
9100 East Mineral Circle Minerals Company
Englewood, Colorado 80112-3299
Dale E. Huffman Attorney and Assistant Secretary,
9100 East Mineral Circle Cyprus Amax Minerals Company
Englewood, Colorado 80112-3299
Sharon J Fetherhuff Assistant Secretary
9100 E. Mineral Circle
Englewood, Colorado 80112-3299
</TABLE>
____________________
/1/ Except as otherwise noted, each of the persons included in this
Schedule is a U.S. citizen.
Page 17 of 24 pages<PAGE>
EXHIBIT INDEX
Page
----
(10) Press Release dated September 29, 1995. 19
(11) Agreement Regarding Stock Issuance, dated September 29,
1995, between Cyprus Amax and the Issuer. 20
Page 18 of 24 pages
EXHIBIT 10
AMAX GOLD INC.
9100 East Mineral Circle
P.O. Box 6940
Englewood, Colorado 80155
USA
N E W S R E L E A S E
FOR RELEASE: September 29, 1995
CONTACT: Mark Lettes
(303) 643-5522
CYPRUS AMAX MINERALS COMPANY INCREASES OWNERSHIP
IN AMAX GOLD INC.
ENGLEWOOD, COLORADO: AMAX GOLD INC. (NYSE:AU;TSE:AXG) announced today
that as of September 29 it has borrowed the remaining $45 million
under the 1995 $80 million double convertible revolving credit
agreement (DOCLOC II) provided by Cyprus Amax Minerals Company (Cyprus
Amax). Amax Gold had borrowed $35 million under the DOCLOC II in June
of this year. The borrowing is for the continued development of the
Amax Gold's Fort Knox Project in Alaska.
Cyprus Amax has exercised its option under the DOCLOC II
agreement to convert the $45 million borrowing to common stock. This
increases Cyprus Amax's ownership of Amax Gold to approximately $51%.
Amax Gold Inc. produces gold in the United States and Chile,
explores for gold primarily in North, Central and South America and
currently is 47% owned by Cyprus Amax. Amax Gold common stock is
listed on the New York Stock Exchange (AU) and the Toronto Stock
Exchange (AXG); the Series B Convertible Preferred Stock is listed on
the New York Stock Exchange (AUPrB); and Amax Gold warrants trade on
the American Stock Exchange (AUWS) and on the Toronto Stock Exchange
(AXGWT).
####
Page 19 of 24 pages
EXHIBIT 11
AGREEMENT REGARDING STOCK ISSUANCE
AGREEMENT made this 29th day of September, 1995 among AMAX
GOLD, INC., a Delaware corporation ("AGI"), and CYPRUS AMAX MINERALS
COMPANY, a Delaware corporation ("Cyprus"). AGI and Cyprus are
referred to herein as the "Parties."
WHEREAS, the Parties have entered into a number of
transactions, including, among others, transactions relating to
(i) borrowing of money by AGI from Cyprus; (ii) joint venture
exploration for gold prospects; (iii) provision of management and
other services; (iv) the granting to AGI of options to purchase
interests in Cyprus properties; (v) the transfer of allocation of
responsibility for employee benefits between Cyprus and AGI to
facilitate transfer of employees between the companies; (vi) put and
call agreements relating to AGI Common Stock; and (vii) sharing by AGI
of its net operating losses with Cyprus; and
WHEREAS, Cyprus is, as of the date hereof, the beneficial
owner of 40,914,842 shares of AGI Common Stock, representing 46.5%
thereof; and
WHEREAS, subject to the limitations set forth below, Cyprus
desires to continue to invest in AGI Common Stock, and AGI desires to
have the ability to fund its obligations to Cyprus with respect to
existing and future transactions through the issuance of up to 879,500
shares of AGI Common Stock (less than 1% of the shares of AGI Common
Stock outstanding on the date hereof); and
WHEREAS, the Parties desire to increase their flexibility
with respect to existing and future transactions by providing that,
upon mutual written agreement, amounts owing by AGI to Cyprus relating
to transactions between the Parties may be paid in shares of AGI
Common Stock.
NOW, THEREFORE, in consideration of the premises and of
mutual covenants and agreements, and subject to the terms and
conditions hereinafter set forth, the Parties agree as follows:
1. Agreement Regarding Stock Issuance.
----------------------------------
a. Upon Request of AGI. If, in connection with
-------------------
existing or future transactions between the Parties, AGI desires that
amounts owing by it to Cyprus are to be paid in shares of AGI Common
Stock rather than cash, it shall make such offer to Cyprus in writing
five business days prior to the date such payment is due, which
writing shall set forth (i) the obligation proposed to be satisfied in
shares of AGI Common Stock, (ii) the cash amount owing or proposed to
be paid, (iii) the number of shares of AGI Common Stock to be issued
and the method of calculation thereof, as provided in Paragraph 2
below, (iv) the date of the proposed issuance, (v) a statement that
the AGI Audit Committee has reviewed the proposed issuance and
determined that its terms are fair to and in the best interests of all
AGI stockholders, (vi) a statement that no approvals are required in
connection with such
Page 20 of 24 pages<PAGE>
issuance by Delaware General Corporation Law or the regulations of the
Securities and Exchange Commission, the New York Stock Exchange or
otherwise, or that such approvals have been obtained and (vii) a
statement that such issuance will not conflict with the terms of any
existing agreement to which AGI is a party, or that effective waivers
have been received with respect to any conflicts.
b. Upon Request of Cyprus. If in connection with an
----------------------
existing or future transaction between the Parties, Cyprus desires
that amounts owing to it by AGI be paid in shares of AGI Common Stock
rather than cash, it shall make such offer to AGI in writing five
business days prior to the date such payment is due, which writing
shall set forth (i) the obligation proposed to be paid in shares of
AGI Common Stock, (ii) the cash amount to be paid, (iii) the date the
payment is due, (iv) the number of shares of AGI Common Stock to be
issued and the method of calculation hereof, as provided in Paragraph
2 below, and (v) a statement affirming at the date of such notice, the
representations and warranties set forth in Paragraph 5.b. and 5.c.
c. Procedure by Cyprus in Response to AGI Request.
----------------------------------------------
Cyprus shall notify AGI in writing within three business days of
receipt of the AGI request (and in any event within three days of the
date the payment is due or proposed to be made) whether it will accept
the shares of AGI Common Stock as full or partial payment for amounts
owing in respect of the specified obligation. Failure of Cyprus to
notify AGI within the time period set forth above that it is willing
to accept payment of the specified obligation in shares of AGI Common
Stock shall constitute a rejection of AGI's offer.
d. Procedure by AGI in Response to Cyprus Request.
----------------------------------------------
Upon receipt of the offer by Cyprus, AGI shall inform the members of
its Audit Committee of the requested issuance, and such Committee
shall determine if issuance of the AGI Common Stock on the terms set
forth in the Cyprus notice is fair to and in the best interests of all
AGI stockholders. If such determination is forthcoming, AGI shall
notify Cyprus in writing, within three business days of receipt of the
Cyprus request, whether AGI agrees to issue shares of AGI Common Stock
in lieu of payment of cash or other obligations owing to Cyprus.
Failure of AGI to notify Cyprus within the time period set forth above
that it is willing to satisfy such obligation through issuance of AGI
Common Stock, whether by reason of determination of the Audit
Committee or otherwise, shall constitute rejection of Cyprus' offer.
2. Determination of Offering Price. The AGI Common Stock
-------------------------------
to be issued hereunder shall be valued based on the 30-day average of
closing prices of the AGI Common Stock on the New York Stock Exchange
for the 30 trading days immediately preceding the notice delivered by
AGI or Cyprus.
3. Limit on Number of Shares of AGI Common Stock to be
---------------------------------------------------
Issued. The number of shares of AGI Common Stock to be issued
- ------
hereunder shall be limited to 879,500, which is less than 1% of the
number of shares of AGI Common Stock issued and outstanding at the
date hereof.
Page 21 of 24 pages<PAGE>
4. Representations and Warranties of AGI. AGI represents
-------------------------------------
and warrants that:
a. AGI is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.
This Agreement has been duly authorized, executed and delivered by AGI
and is a valid and binding obligation of AGI, enforceable against AGI
in accordance with its terms subject only to the approvals that may be
required by the New York Stock Exchange for the listing of the shares
of AGI Common Stock issuable hereunder.
b. When certificates evidencing the shares issuable
hereunder have been delivered in payment of the obligations specified
in the applicable notice as provided herein, such shares will be duly
authorized, validly issued, fully paid and nonassessable.
5. Purchase for Investment; Representations and Warranties
-------------------------------------------------------
of Cyprus. Cyprus represents and warrants that:
- ---------
a. This Agreement has been duly authorized, executed
and delivered by Cyprus and is a valid and binding obligation of
Cyprus, enforceable against Cyprus in accordance with its terms.
b. Cyprus acknowledges that the offering and sale of
the shares issuable hereunder are intended to be exempt from
registration under the Securities Act of 1933, as amended (the
"Securities Act"). In furtherance thereof, Cyprus represents and
warrants to AGI that: (i) Cyprus is an accredited investor within the
meaning of Regulation D promulgated under the Securities Act
("Regulation D") and, if there should be any change in such status
prior to any applicable date of issuance, Cyprus will immediately
inform AGI of such change; (ii) Cyprus is aware of the merits and
risks of an investment in the shares to be purchased pursuant hereto
by Cyprus and, due to its knowledge and experience in financial and
business matters, is capable of evaluating, and has evaluated, the
merits and risks of such investment; and (iii) Cyprus has been given
the opportunity to ask questions of, and receive answers from, AGI
concerning the terms and conditions of the offering of the shares to
be purchased by Cyprus hereunder and other matters pertaining to an
investment in the shares, and has been given the opportunity to obtain
such additional information necessary to evaluate the merits and risks
of an investment in such shares to the extent AGI possesses such
information or can acquire it without unreasonable effort or expense,
and has not been furnished any offering material in connection with
the offering and purchase of the shares issuable hereunder. Cyprus
has been advised that the shares issuable hereunder have not been
registered under the Securities Act, or any state securities or blue
sky laws and, therefore, cannot be resold unless they are registered
under such laws or unless an exemption from registration thereunder is
available. Cyprus will purchase any shares issued hereunder for its
own account for investment, and not with a view to, or for resale in
connection with, the distribution thereof, and has no present
intention of distributing or reselling any of the shares so
purchased. In making the foregoing representation, Cyprus is aware
that it must bear, and Cyprus is able to bear, the economic risk of
such investment for an indefinite period of time. Cyprus acknowledges
that AGI is entering into this
Page 22 of 24 pages<PAGE>
Agreement in reliance upon Cyprus' representations and warranties in
this Agreement, including, without limitation, those set forth in this
Paragraph 5.
6. Registration Rights. Cyprus shall be entitled to
-------------------
include the shares of AGI Common Stock issued hereunder in a
registration statement filed by AGI upon the demand of Cyprus made
pursuant to any of (i) Section 7.06 of the Revolving Credit Agreement
dated as of April 15, 1994, (ii) Section 7.06 of the Revolving Credit
Agreement dated as of March 10, 1995 and (iii) Section 5 of the Stock
Purchase Agreement dated as of April 15, 1995, in each case between
the Company and Cyprus (collectively, the "Demand Registrations").
The number of shares issued hereunder to be included shall be
specified in the written request made pursuant to such Demand
Registration, but the shares issued hereunder shall not be included in
calculation of the minimum number of shares of AGI Common Stock
required to be included in any Demand Registration. Payment of
Registration Expenses (as defined in the Demand Registrations) shall
be paid by the party responsible for payment thereof pursuant to the
terms of the Demand Registration.
7. New York Stock Exchange Listing. AGI shall be
-------------------------------
responsible prior to issuance of any AGI Common Stock hereunder for
filing a listing application with the New York Stock Exchange and for
obtaining approval from the New York Stock Exchange of such issuance.
8. Survival; Successors and Assigns. All agreements,
--------------------------------
representations and warranties made herein shall survive the execution
and delivery of this Agreement, the delivery to Cyprus of the shares
issuable hereunder and, notwithstanding any investigation heretofore
or hereafter made by or on behalf of a party hereto, shall continue in
full force and effect. The rights and obligations of Cyprus under
this Agreement shall not be assignable by Cyprus without the prior
written consent of AGI. Nothing herein expressed or implied is
intended to confer upon any person, other than the Parties hereto or
their respective permitted assignees, successors, heirs and legal
representatives, any rights, remedies, obligations or liabilities
under or by reason of this Agreement.
9. Amendment and Modification. Subject to applicable law,
--------------------------
this Agreement may be amended, modified or supplemented only by
written agreement of AGI and Cyprus.
10. Waiver of Compliance; Consents. The failure of any of
------------------------------
the Parties to comply with any obligation, covenant, agreement or
condition herein may be waived by the Party entitled to the benefits
thereof only by a written instrument signed by the party granting such
waiver. Any such waiver or failure to insist upon strict compliance
with such obligation, covenant, agreement or condition shall not
operate as a waiver of, or estoppel with respect to, any subsequent or
other failure.
11. Notices. Any notice, request or other document to be
-------
given hereunder to any party shall be effective upon receipt and shall
be in writing and delivered personally or sent by telecopy or
certified mail, addressed to such address as shall from time to time
be
Page 23 of 24 pages<PAGE>
designated in writing to the other by AGI or Cyprus, or until an
address is so furnished, addressed to the address for notices set
forth on the signature pages hereof.
12. Construction. This Agreement shall be governed by, and
------------
construed in accordance with, the laws of the State of Colorado. The
section headings contained in this Agreement are for reference
purposes and shall not affect in any way the meaning or interpretation
of this Agreement.
13. Execution in Counterparts. This Agreement may be
-------------------------
executed in counterparts, each of which shall be an original, but all
of which together shall constitute one instrument.
IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement or caused it to be executed by their respective officers
thereunto duly authorized, as of the date first above written.
AMAX GOLD INC.
9100 East Mineral Drive
Englewood, Colorado 80112
By /s/ DEBORAH J. FRIEDMAN
--------------------------------------
Name:
Title:
CYPRUS AMAX MINERALS COMPANY
9100 East Mineral Drive
Englewood, Colorado 80112
By /s/ FRANK J. KANE
--------------------------------------
Name:
Title:
Page 24 of 24 pages
