<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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
(303) 643-5000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 28, 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 if being paid with the statement [ ].
Page 1 of 16 pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 02312010
1. NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cyprus Amax Minerals Company 36-2684040
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
00; WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------- 7. SOLE VOTING POWER
30,019,019 See Item 5.
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 31,313,709 See Item 5.
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 30,019,019 See Item 5.
PERSON WITH
10. SHARED DISPOSITIVE POWER
- ---------------- 31,313,709 See Item 5.
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,332,728
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 57%. Based upon 81,295,607 shares of Common
Stock outstanding at May 5, 1995 as reported in the
Issuer's Form 10-Q for the quarter ended March 31, 1995 and
giving effect to the issuance of 12,099,213 shares and
14,919,806 shares of Common Stock as described in Item 4.
14. TYPE OF REPORTING PERSON
CO
Page 2 of 16 pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 02312010
1. NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Amax Energy Inc. 36-2684040
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------- 7. SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 31,313,709 See Item 5.
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH
10. SHARED DISPOSITIVE POWER
- ---------------- 31,313,709 See Item 5.
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 31,313,709
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 38.5%. Based upon 81,295,607 shares of
Common Stock outstanding at May 5, 1995 as reported
in the Issuer's Form 10-Q for the quarter ended
March 31, 1995.
14. TYPE OF REPORTING PERSON
CO
Page 3 of 16 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 02312010
1. NAME OF REPORTING PERSON
SS 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
- ---------------- 7. SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 31,313,709 See Item 5.
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH
10. SHARED DISPOSITIVE POWER
31,313,709 See Item 5.
- ----------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
31,313,709
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 38.5%. Based upon 81,295,607 shares of
Common Stock outstanding at May 5, 1995, as reported
in the Issuer's Form 10-Q for the quarter ended
March 31, 1995.
14. TYPE OF REPORTING PERSON
CO
Page 4 of 16 pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 02312010
1. NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Amax Coal Company 36-2684040
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------- 7. SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 31,313,709 See Item 5.
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH
10. SHARED DISPOSITIVE POWER
31,313,709 See Item 5.
- ----------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 31,313,709
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 38.5%. Based upon 81,295,607 shares of
Common Stock outstanding at May 5, 1995, as reported
in the Issuer's Form 10-Q for the quarter ended
March 31, 1995.
14. TYPE OF REPORTING PERSON
CO
Page 5 of 16 pages
<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.
--------------------------
The second paragraph added by Amendment No. 4 to Schedule 13-D to Item 4
is amended and restated in its entirety as follows:
The Common Stock which may be issued in connection with the $80 million
convertible line of credit was accepted for listing on the New York Stock
Exchange on June 8, 1995.
Item 4 is further amended by the addition of the following:
On June 28, 1995, the Issuer gave written notification of its intent to
repay $35,000,000 (the entire principal balance outstanding as of that date)
borrowed from Cyprus Amax under the DOCLOC II Agreement and that repayment would
be made by the Issuer issuing 700,000 shares of its Series C Preferred Stock.
The Issuer simultaneously notified Cyprus Amax of its intent to redeem all of
the Series C Preferred Stock so issued with shares of its Common Stock. This
repayment and redemption by the Issuer effectively will raise Cyprus Amax's
direct and indirect record ownership of shares of Common Stock of the Issuer
from approximately 42.2% to approximately 46.0% (based on 81,295,607 shares of
Common Stock outstanding as of May 5, 1995 as reported in the Issuer's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1995).
Additionally, Cyprus Amax also has been notified verbally by the Issuer
that the Issuer intends, in the near future, to repay borrowings under the
DOCLOC Agreement and additional borrowings under the DOCLOC II Agreement with
the issuance of preferred stock and to redeem the shares of preferred stock so
issued with shares of Common Stock of the Issuer. Notwithstanding the intent or
the actions of the Issuer, in the event Cyprus Amax deems market conditions and
other factors to be favorable, Cyprus Amax would exercise its options to
purchase shares of Common Stock of the Issuer and/or convert shares of preferred
stock under the DOCLOC Agreement and the DOCLOC II Agreement. If Cyprus Amax or
the Issuer exercises these options in full, Cyprus Amax will own 61,332,728
shares of Common Stock of the Issuer, representing approximately 57% of the
outstanding shares of Common Stock of the Issuer (based on 81,295,607 shares of
Common Stock outstanding as of May 5, 1995 as reported in the Issuer's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1995).
Page 6 of 16 pages
<PAGE>
Item 5 is further amended by the addition of the following:
(a), (c) On June 30, 1995, Gerald J. Malys, Allen Born, and Rockwell A.
Schnabel each acquired 454.55 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 June 30, 1995 was $5.50. 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 16 pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned hereby certify that the information as set forth in this
Amendment is true, complete and correct.
CYPRUS AMAX MINERALS COMPANY
By: /s/ PHILIP C. WOLF
------------------------------------
Name: Philip C. Wolf
Title: Senior Vice President,
General Counsel and Secretary
AMAX ENERGY INC.
By: /s/ PHILIP C. WOLF
------------------------------------
Name: Philip C. Wolf
Title: Senior Vice President,
General Counsel and Secretary
CYPRUS AMAX COAL COMPANY
By: /s/ PHILIP C. WOLF
------------------------------------
Name: Philip C. Wolf
Title: Senior Vice President,
General Counsel and Secretary
AMAX COAL COMPANY
By: /s/ PHILIP C. WOLF
------------------------------------
Name: Philip C. Wolf
Title: Senior Vice President,
General Counsel and Secretary
Dated: July 6, 1995
Page 8 of 16 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
Alvarado Construction Inc. Executive Officer
1266 Santa Fe Drive
P.O. Box 4366
Denver, Colorado 80204
George S. Ansell President
Colorado School of Mines
1500 Illinois Avenue
Golden, Colorado 80401
William C. Bousquette Senior Vice President
Texaco Inc. and Chief Financial Officer
2000 Westchester Avenue
White Plains, NY 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
Rockwell A. Schnabel Independent Businessman
Trident Capital, L.P.
355 S. Grand Avenue
Suite 4295
Los Angeles, California 90071
James A. Todd, Jr. Chairman and Chief
Birmingham Steel Corporation Executive Officer
1000 Urban Center Parkway
Suite 300
Birmingham, Alabama 35242
</TABLE>
- -----------------------
/1/ Except as otherwise noted, each of the persons included in this Schedule is
- --- a U.S. citizen.
Page 9 of 16 pages
<PAGE>
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation Citizenship
- ---------------- -------------------- -----------
<S> <C> <C>
Billie B. Turner Chairman
IMC Fertilizer Group, Inc.
2100 Sanders Road
Northbrook, Illinois 60062
Ann Maynard Gray President
Diversified Publishing Group
Capital Cities/ABC, Inc.
77 West 66th Street
16th Floor
New York, New York 10023
James C. Huntington, Jr. Independent Businessman
613 Twin Pine Road
Pittsburgh, Pennsylvania 15215
Theodore M. Solso Executive Vice President
Cummins Engine Company, Inc. --Operations
500 Jackson Street
Columbia, Indiana 47201
John Hoyt Stookey Chairman
Quantum Chemical Company
410 Park Avenue
New York, New York 10022
Gerald J. Malys Senior Vice President and
9100 East Mineral Circle Chief Financial Officer
Englewood, Colorado 80112-3299
Garold R. Spindler Senior Vice President, Coal
9100 E. Mineral Circle
Englewood, Colorado 80112-3299
Jeffrey G. Clevenger Senior Vice President,
1501 W. Fountainhead Pkwy., Copper
Suite 290
Tempe, Arizona 85282
David H. Watkins Senior Vice President,
9100 E. Mineral Circle Exploration
Englewood, Colorado 80112-3299
Philip C. Wolf Senior Vice President,
9100 E. Mineral Circle General Counsel and
Englewood, Colorado 80112-3299 Secretary
Francis J. Kane Vice President, Investor
9100 East Mineral Circle Relations and Treasurer
Englewood, Colorado 80112-3299
Gerard H. Peppard Vice President, Human
9100 East Mineral Circle Resources
Englewood, Colorado 80112-3299
John Taraba Vice President and
9100 East Mineral Circle Controller
Englewood, Colorado 80112-3299
</TABLE>
Page 10 of 16 pages
<PAGE>
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation Citizenship
- ---------------- -------------------- -----------
<S> <C> <C>
Farokh S. Hakimi Director, Finance
9100 East Mineral Circle
Englewood, Colorado 80112-3299
J. David Flemming Director of Tax
9100 East Mineral Circle
Englewood, Colorado 80112-3299
Robin J. Hickson Vice President,
1501 W. Fountainhead Pkwy., Engineering and
Suite 290 Development
Tempe, AZ 85282
Kathleen J. Gormley General Attorney
9100 East Mineral Circle and Assistant
Englewood, CO 80112-3299 Secretary, Cyprus
Amax Minerals Company
</TABLE>
Page 11 of 16 pages
<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
9100 East Mineral Circle Chief Financial Officer of
Englewood, Colorado 80112-3299 Cyprus Amax Minerals
Company
Garold R. Spindler Senior Vice President,Coal
9100 East Mineral Circle of Cyprus Amax Minerals
Englewood, Colorado 80112-3299 Company
Donald Hudson Senior Vice President,
9100 East Mineral Circle Development
Englewood, CO 80112-3299
W. Mark Hart Senior Vice President,
9100 East Mineral Circle Eastern Operations
Englewood, Colorado 80112-3299
Philip C. Wolf Senior Vice President,
9100 East Mineral Circle General Counsel and
Englewood, Colorado 80112-3299 Secretary of Cyprus Amax
Minerals Company
Randall J. Scott Senior Vice President,
9100 East Mineral Circle Western Operations
Englewood, Colorado 80112-3299
Nicholas P. Moros Senior Vice President,
9100 East Mineral Circle Sales and Marketing
Englewood, Colorado 80112-3299
Chris L. Crowl Vice President, Safety and
9100 East Mineral Circle Government Relations
Englewood, Colorado 80112-3299
Francis J. Kane Vice President, Investor
9100 East Mineral Circle Relations and Treasurer of
Englewood, Colorado 80112-3299 Cyprus Amax Minerals Company
Frank J. Wood Vice President and
9100 East Mineral Circle Controller
Englewood, Colorado 80112-3299
Farokh S. Hakimi Director, Finance of
9100 East Mineral Circle Cyprus Amax Minerals Company
Englewood, Colorado 80112-3299
J. David Flemming Director of Tax of Cyprus
9100 East Mineral Circle Amax Minerals Company
Englewood, Colorado 80112-3299
Kathleen J. Gormley General Attorney and
9100 East Mineral Circle Assistant Secretary, Cyprus
Englewood, Colorado 80112-3299 Amax Minerals Company
</TABLE>
- ---------------------
/1/ Except as otherwise noted, each of the persons included in this Schedule is
a U.S. citizen.
Page 12 of 16 pages
<PAGE>
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation Citizenship
- --------------------------------- --------------------------- -----------
<S> <C> <C>
Morris W. Kegley Attorney, Cyprus Amax
9100 E. Mineral Circle Minerals Company
Englewood, Colorado 80112-3299
Dale E. Huffman Attorney, Cyprus Amax
9100 East Mineral Circle Minerals Company
Englewood, Colorado 80112-3299
Greg A. Walker Attorney, Cyprus Amax
9100 E. Mineral Circle Minerals Company
Englewood, Colorado 80112-3299
</TABLE>
Page 13 of 16 pages
<PAGE>
Name, Principal Occupation and Citizenship of Each
Director and Officer of Amax Coal Company
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation Citizenship/1/
- --------------------------------- --------------------------- --------------
<S> <C> <C>
Gerald J. Malys Senior Vice President and
9100 East Mineral Circle Chief Financial Officer of
Englewood, Colorado 80112-3299 Cyprus Amax Minerals
Company
Garold R. Spindler Senior Vice President, Coal
9100 East Mineral Circle of Cyprus Amax Minerals
Englewood, Colorado 80112-3299 Company
W. Mark Hart Senior Vice President,
9100 East Mineral Circle Eastern Operations of
Englewood, Colorado 80112-3299 Cyprus Amax Coal Company
Philip C. Wolf Senior Vice President,
9100 East Mineral Circle General Counsel and
Englewood, Colorado 80112-3299 Secretary of Cyprus Amax
Minerals Company
Nicholas P. Moros Senior Vice President,
9100 East Mineral Circle Sales and Marketing of
Englewood, Colorado 80112-3299 Cyprus Amax Coal Company
Chris L. Crowl Vice President, Safety and
9100 East Mineral Circle Government Relations of
Englewood, Colorado 80112-3299 Cyprus Amax Coal Company
E. Wayne Parke Vice President, Midwest
One Riverfront Place Operations
20 Northwest First Street
Evansville, Indiana 47708
D. J. Drabant Vice President, Eastern
400 Techne Center Drive Sales and Marketing of
Suite 320 Cyprus Amax Coal Sales
Milford, Ohio 45150 Corporation
Francis J. Kane Vice President, Investor
9100 East Mineral Circle Relations and Treasurer of
Englewood, Colorado 80112-3299 Cyprus Amax Minerals
Company
Frank J. Wood Vice President and
9100 East Mineral Circle Controller of Cyprus Amax
Englewood, Colorado 80112-3299 Coal Company
</TABLE>
- -------------------------
/1/ Except as otherwise noted, each of the persons included in this Schedule is
a U.S. citizen.
Page 14 of 16 pages
<PAGE>
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation Citizenship
- --------------------------------- --------------------------- -----------
<S> <C> <C>
Farokh S. Hakimi Director, Finance of
9100 East Mineral Circle Cyprus Amax Minerals
Englewood, Colorado 80112-3299 Company
J. David Flemming Director of Tax of Cyprus
9100 East Mineral Circle Amax Minerals Company
Englewood, Colorado 80112-3299
Kathleen J. Gormley General Attorney and
9100 East Mineral Circle Assistant Secretary, Cyprus
Englewood, Colorado 80112-3299 Amax Minerals Company
Morris W. Kegley Attorney, Cyprus Amax
9100 E. Mineral Circle Minerals Company
Englewood, Colorado 80112-3299
Dale E. Huffman Attorney, Cyprus Amax
9100 East Mineral Circle Minerals Company
Englewood, Colorado 80112-3299
Greg A. Walker Attorney, Cyprus Amax
9100 E. Mineral Circle Minerals Company
Englewood, Colorado 80112-3299
George E. Vajda Vice President
9100 East Mineral Circle
Englewood, CO 80112-3299
</TABLE>
Page 15 of 16 pages
<PAGE>
Name, Principal Occupation and Citizenship of
Each Director and Officer of Amax Energy Inc.
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation Citizenship/1/
- --------------------------------- --------------------------- --------------
<S> <C> <C>
Gerald J. Malys Senior Vice President and
9100 East Mineral Circle Chief Financial Officer of
Englewood, Colorado 80112-3299 Cyprus Amax Minerals
Company
Philip C. Wolf Senior Vice President,
9100 East Mineral Circle General Counsel and
Englewood, Colorado 80112-3299 Secretary of Cyprus Amax
Minerals Company
Francis J. Kane Vice President, Investor
9100 East Mineral Circle Relations and Treasurer of
Englewood, Colorado 80112-3299 Cyprus Amax Minerals
Company
John Taraba Vice President and
9100 East Mineral Circle Controller of Cyprus Amax
Englewood, Colorado 80112-3299 Minerals Company
J. David Flemming Director of Tax of Cyprus
9100 East Mineral Circle Amax Minerals Company
Englewood, Colorado 80112-3299
Kathleen J. Gormley General Attorney and
9100 East Mineral Circle Assistant Secretary, Cyprus
Englewood, Colorado 80112-3299 Amax Minerals Company
Dale E. Huffman Attorney, Cyprus Amax
9100 East Mineral Circle Minerals Company
Englewood, CO 80112-3299
</TABLE>
- -----------------------
/1/ Except as otherwise noted, each of the persons included in this Schedule is
a U.S. citizen.
Page 16 of 16 pages
