<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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)
February 16, 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 19 pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 02312010
1. NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cyprus Amax Minerals Company 36-2684040
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
00; WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------- 7. SOLE VOTING POWER
15,099,213 See Item 5.
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 31,313,709 See Item 5.
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 15,099,213 See Item 5.
PERSON WITH
10. SHARED DISPOSITIVE POWER
- ---------------- 31,313,709 See Item 5.
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,412,922
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 49.7%. Based upon 81,242,970 shares of Common
Stock outstanding at November 11, 1994, as reported in the
Issuer's Form 10-Q for the quarter ended September 30, 1994 and
giving effect to the issuance of 12,099,213 shares of Common
Stock as described in Item 4.
14. TYPE OF REPORTING PERSON
CO
Page 2 of 19 pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 02312010
1. NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Amax Energy Inc. 36-2684040
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------- 7. SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 31,313,709 See Item 5.
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH
10. SHARED DISPOSITIVE POWER
- ---------------- 31,313,709 See Item 5.
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 31,313,709
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 38.5%. Based upon 81,242,970 shares of
Common Stock outstanding at November 11, 1994, as reported
in the Issuer's Form 10-Q for the quarter ended
September 30, 1994.
14. TYPE OF REPORTING PERSON
CO
Page 3 of 19 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 02312010
1. NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 81,242,970 shares of
Common Stock outstanding at November 11, 1994, as reported
in the Issuer's Form 10-Q for the quarter ended
September 30, 1994.
14. TYPE OF REPORTING PERSON
CO
Page 4 of 19 pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 02312010
1. NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Amax Coal Company 36-2684040
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------- 7. SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 31,313,709 See Item 5.
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH
10. SHARED DISPOSITIVE POWER
31,313,709 See Item 5.
- ----------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 31,313,709
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 38.5%. Based upon 81,242,970 shares of
Common Stock outstanding at November 11, 1994, as reported
in the Issuer's Form 10-Q for the quarter ended
September 30, 1994.
14. TYPE OF REPORTING PERSON
CO
Page 5 of 19 pages
<PAGE>
The undersigned hereby amends the following items, exhibits or other
portions of its Schedule 13D as set forth below:
Item 2. Identity and Background.
-----------------------
The fourth paragraph of Item 2 is amended and restated in its entirety as
follows:
Cyprus Amax is a diversified mining company engaged in the exploration for
and extraction, processing and marketing of mineral resources. Cyprus Amax
operates in the following principal industry segments: copper, coal, and other
minerals (including lithium). Cyprus Amax is among the world's largest producers
of copper, molybdenum and lithium, and is a significant domestic producer of
coal.
Item 2 is further amended by the addition of the following:
(a), (b), (c), (d) and (e) On April 25, 1994, Amax Coal Industries, Inc.
was merged with and into Cyprus Amax Coal Company, a Delaware corporation. Each
statement made in Item 2 with respect to Amax Coal Industries, Inc. is true with
respect to Cyprus Amax Coal Company.
(a) An amended Schedule I is attached.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Item 3 is amended by the addition of the following:
The information set forth in Item 4 is hereby incorporated herein by
reference.
Item 4. Purpose of the Transaction.
--------------------------
Item 4 is amended by the addition of the following:
Cyprus Amax and the Issuer have entered into a gold exploration joint
venture agreement, a services agreement and a non-competition agreement limiting
the extent to which they may compete with each other.
On February 16, 1995, Cyprus Amax signed a commitment letter to make
available to Amax Gold a $80 million revolving line of credit. The outstanding
indebtedness under the line of credit may be repaid by Amax Gold with the
issuance of an Amax Gold convertible preferred stock, which in turn can be
converted into Amax Gold common stock at $5.362 per share which represents a 15%
premium to the average closing price of the ten days immediately prior to
February 16, 1995, the date of the commitment letter. Both companies will have
conversion rights that will enable either party to convert the line of credit
into Amax Gold common stock. Under the agreement, Cyprus Amax will hold the
right to convert at a price of $5.362 per share and Amax Gold will hold a right
to convert at a price of $4.196 per share.
The new $80 million revolving credit is subject to approval by the
shareholders of Amax Gold. The potential conversion of the line of credit to
common stock would increase Cyprus Amax's beneficial ownership of Amax Gold's
outstanding shares to approximately 57% (which percentage would be lower if
conversion of the Issuer's Series B Convertible Preferred Stock, which is
convertible at a price of $8.25 per common share, and exercise of the Issuer's
outstanding options, were taken into account). Listing of the common stock which
may be issued in connection with the convertible line of credit is subject to
approval of the New York Stock Exchange and The Toronto Stock Exchange on which
the common stock of Amax Gold Inc. is listed.
Page 6 of 19 pages
<PAGE>
Item 5. Interest in Securities of the Issuer.
------------------------------------
Item 5 is amended by the addition of the following:
(a), (b), (d) After giving effect of dividend reinvestment programs, Amax
Coal Company holds 31,313,709 shares of Common Stock of the Issuer, representing
approximately 38.5% of the outstanding shares of Common Stock of the Issuer
(based on 81,242,970 shares of Common Stock outstanding as of November 11, 1994
as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994).
(a) Cyprus Amax beneficially owns 46,412,922 shares of Common Stock of the
Issuer (including the right to acquire 12,099,213 shares under the terms of the
DOCLOC Agreement), representing approximately 49.7% of the outstanding shares of
Common Stock of Issuer (after giving effect to the issuance of the
aforementioned 12,099,213 shares to Cyprus Amax and based on the 81,242,970
shares of Common Stock outstanding as of November 11, 1994 as reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30,
1994).
(a), (c) On January 1, 1995 and January 23, 1995, Gerald J. Malys and Allen
Born each acquired 417 and 195 shares of the Issuer, respectively, pursuant to
the Issuer's Directors Deferred Compensation Plan. To the best of the knowledge
of the reporting persons, there have been no other transactions in the Common
Stock during the past 60 days by Cyprus Amax, Amax Energy Inc., Cyprus Amax Coal
Industries, Inc., or Amax Coal Company, or the persons listed on Schedule I
hereto.
(b), (d) Cyprus Amax, Amax Energy Inc., Cyprus Amax Coal Company and Amax
Coal Company share power to vote and direct the vote, and share power to dispose
of or to direct the disposition of, the 31,313,709 shares of Common Stock that
each beneficially owns, and no other person will have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, such shares of Common Stock.
(b) (d) Cyprus Amax has the sole power to vote and direct the vote, and
sole power to dispose or direct the disposition of, the 15,099,212 shares of
Common Stock of which it is the record holder or has the right to acquire
pursuant to the DOCLOC Agreement.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
--------------------------------
(1) Merger Agreement (Incorporated by reference to Exhibits 2.1.1 to
Registration Statement No. 33-50391 filed by Cyprus on September 24, 1993).
Page 7 of 19 pages
<PAGE>
(2) Press Release dated February 15, 1994. (Incorporated by reference
to Exhibit 2 to Amendment No. 1 to this Schedule 13D filed by Cyprus Amax on
March 15, 1994).
(3) Press Release dated March 2, 1994. (Incorporated by reference to
Exhibit 3 to Amendment No. 1 to this Schedule 13D filed by Cyprus Amax on March
15, 1994).
(4) DOCLOC Agreement (incorporated by reference to Exhibit 10(d) to
the Form 10-Q of the Issuer for the quarter ended June 30, 1994).
(5) Stock Purchase Agreement (incorporated by reference to Exhibit
10(e) to the Form 10-Q of the Issuer for the quarter ended June 30, 1994).
(6) Press Release dated July 26, 1994 (incorporated by reference
to Exhibit 6 to Amendment No. 2 to this Schedule 13D filed by Cyprus Amax on
August 9, 1994).
(7) Press Release dated February 16, 1995.
Page 8 of 19 pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned hereby certify that the information as set forth in this
Amendment is true, complete and correct.
CYPRUS AMAX MINERALS COMPANY
By: /s/ JOHN TARABA
-------------------------------
Name: John Taraba
Title: Vice President
and Controller
AMAX ENERGY INC.
By: /s/ JOHN TARABA
-------------------------------
Name: John Taraba
Title: Vice President
and Controller
CYPRUS AMAX COAL COMPANY
By: /s/ FRANK J. WOOD
-------------------------------
Name: Frank J. Wood
Title: Vice President
and Controller
AMAX COAL COMPANY
By: /s/ FRANK J. WOOD
-------------------------------
Name: Frank J. Wood
Title: Vice President
and Controller
Dated: February 17, 1995
Page 9 of 19 pages
<PAGE>
SCHEDULE I
Name, Principal Occupation and Citizenship of Each
Director and Officer of Cyprus Amax
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation Citizenship/1/
- ---------------- -------------------- --------------
<S> <C> <C>
Milton H. Ward Co-Chairman of the Board,
9100 East Mineral Circle Chief Executive Officer
Englewood, Colorado 80112 and President
Allen Born Co-Chairman of the Board
Alumax Inc.
5655 Peachtree Parkway
Norcross, Georgia 30092-2812
Linda G. Alvarado President and Chief
Alvarado Construction Inc. Executive Officer
1266 Santa Fe Drive
P.O. Box 4366
Denver, Colorado 80204
George S. Ansell President
Colorado School of Mines
1500 Illinois Avenue
Golden, Colorado 80401
William C. Bousquette 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 10 of 19 pages
<PAGE>
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation Citizenship
- ---------------- -------------------- -----------
<S> <C> <C>
Billie B. Turner Chairman
IMC Fertilizer Group, Inc.
2100 Sanders Road
Northbrook, Illinois 60062
Ann Maynard Gray President
Diversified Publishing Group
Capital Cities/ABC, Inc.
77 West 66th Street
16th Floor
New York, New York 10023
James C. Huntington, Jr. Independent Businessman
613 Twin Pine Road
Pittsburgh, Pennsylvania 15215
Theodore M. Solso Executive Vice President
Cummins Engine Company, Inc. --Operations
500 Jackson Street
Columbia, Indiana 47201
John Hoyt Stookey Chairman
Quantum Chemical Company
410 Park Avenue
New York, New York 10022
Gerald J. Malys Senior Vice President and
9100 East Mineral Circle Chief Financial Officer
Englewood, Colorado 80112-3299
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 11 of 19 pages
<PAGE>
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation Citizenship
- ---------------- -------------------- -----------
<S> <C> <C>
Farokh S. Hakimi Director, Finance
9100 East Mineral Circle
Englewood, Colorado 80112-3299
J. David Flemming Director of Tax
9100 East Mineral Circle
Englewood, Colorado 80112-3299
Robin J. Hickson Vice President,
1501 W. Fountainhead Pkwy., Engineering and
Suite 290 Development
Tempe, AZ 85282
Kathleen J. Gormley Attorney
9100 East Mineral Circle
Englewood, CO 80112-3299
</TABLE>
Page 12 of 19 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 Attorney, 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 19 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 14 of 19 pages
<PAGE>
Name, Principal Occupation and Citizenship of Each
Director and Officer of Amax Coal Company
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation Citizenship/1/
- --------------------------------- --------------------------- --------------
<S> <C> <C>
Gerald J. Malys Senior Vice President and
9100 East Mineral Circle Chief Financial Officer of
Englewood, Colorado 80112-3299 Cyprus Amax Minerals
Company
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 15 of 19 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 Attorney, Cyprus Amax
9100 East Mineral Circle Minerals Company
Englewood, Colorado 80112-3299
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 16 of 19 pages
<PAGE>
Name, Principal Occupation and Citizenship of
Each Director and Officer of Amax Energy Inc.
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation Citizenship/1/
- --------------------------------- --------------------------- --------------
<S> <C> <C>
Gerald J. Malys Senior Vice President and
9100 East Mineral Circle Chief Financial Officer of
Englewood, Colorado 80112-3299 Cyprus Amax Minerals
Company
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 Attorney, Cyprus Amax
9100 East Mineral Circle Minerals Company
Englewood, Colorado 80112-3299
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 17 of 19 pages
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Page
----
<S> <C>
(1) Merger Agreement (Incorporated by reference to Exhibits 2.1.1 to
Registration Statement No. 33-50391 filed by Cyprus on September
24, 1993).
(2) Press Release dated February 15, 1994. (Incorporated by reference
to Exhibit 2 to Amendment No. 1 to this Schedule 13D filed by
Cyprus Amax on March 15, 1994).
(3) Press Release dated March 2, 1994. (Incorporated by reference to
Exhibit 3 to Amendment No. 1 to this Schedule 13D filed by Cyprus
Amax on March 15, 1994).
(4) DOCLOC Agreement (incorporated by reference to Appendix A to the
Proxy Statement of the Issuer dated June 30, 1994).
(5) Stock Purchase Agreement (incorporated by reference to Appendix B
to the Proxy Statement of the Issuer dated June 30, 1994).
(6) Press Release dated July 26, 1994 (incorporated by reference to Exhibit
6 to Amendment No. 2 to this Schedule 13D filed by Cyprus Amax on August
9, 1994).
(7) Press Release dated February 16, 1995. 19
</TABLE>
Page 18 of 19 pages
<PAGE>
[LETTERHEAD OF AMAX GOLD INC. APPEARS HERE]
NEWS RELEASE
FOR IMMEDIATE RELEASE: February 16, 1995
CONTACT: Mark A. Lettes
(303) 643-5522
AMAX GOLD ANNOUNCES FINANCING AGREEMENT
---------------------------------------
ENGLEWOOD, COLORADO: AMAX GOLD INC. (NYSE:AU;TSE:AXG) announced today the
signing of a commitment letter under which Cyprus Amax Minerals Company will
make available to Amax Gold $80 million in revolving credits. The outstanding
indebtedness under the line of credit may be repaid by Amax Gold with the
issuance of an Amax Gold convertible preferred stock, which, in turn, can be
converted by Cyprus Amax into Amax Gold common stock at $5.362 per share. This
represents a 15% premium to the average closing price of the 10 days immediately
prior to February 16, 1995, the date of the commitment letter. Each company will
have conversion rights that permit conversion of the line of credit into Amax
Gold common stock. Under the agreement, Cyprus Amax will hold the right to
convert at a price of $5.362 per share. Amax Gold will hold the right to convert
at a price of $4.196 per share.
The new $80 million financing agreement is in addition to a similar $100
million convertible line of credit extended by Cyprus Amax last year. This
agreement will enable Amax Gold to proceed with development of its Fort Knox
project in Alaska. This agreement also will eliminate the previously anticipated
need for an equity offering of $100 million by Amax Gold in mid-1995.
The potential conversion of these lines of credit to common stock would
increase Cyprus Amax's ownership of Amax Gold's outstanding shares on a fully-
diluted basis to approximately 51.4%. The new $80 million revolving credit is
subject to approval by the shareholders of Amax Gold. Listing of additional
convertible preferred shares and the common stock, into which it may be
converted, is subject to approval of the New York Stock Exchange and the Toronto
Stock Exchange, on which the common stock of Amax Gold is listed, as well as any
other applicable government agencies.
Amax Gold's President and Chief Operating Officer, Roger A. Kauffman, said,
"This agreement provides Amax Gold with the financial support it needs to pursue
confidently the development of Fort Knox. It eliminates the significant costs
which otherwise would be incurred with a larger underwritten equity offering and
should reduce the costs of Amax Gold's future debt financings."
Amax Gold Inc. produces and explores for gold in the United States and
Chile and is currently approximately 42% owned by Cyprus Amax Minerals Company.
Amax Gold is listed on the New York and Toronto Stock Exchanges, and Amax Gold
warrants trade on the American Stock Exchange under the symbol AUWT and on the
Toronto Stock Exchange under the symbol AXGWT.
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