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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
December 14, 1995
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Date of Report (Date of Earliest Event Reported):
Cyprus Amax Minerals Company
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(Exact name of registrant as specified in its charter)
Delaware 1-10040 36-2684040
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(State of Incorporation) Commission (IRS Identification No.)
File Number
9100 East Mineral Circle, Englewood, Colorado 80112
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(Address of principal executive offices) (Zip Code)
(303) 643-5000
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Registrant's telephone Number, including area code
Not applicable
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Former Name or Former Address, if Changed Since Last Report
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ITEM 5. OTHER EVENTS.
On February 23, 1989, the Board of Directors of Cyprus Amax Minerals
Company (the "Company") declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of common stock, without par value
(the "Common Shares"), of the Company. The dividend was paid on March 6, 1989
(the "Record Date") to the stockholders of record on that date. Each Right
entitles the registered holder to purchase from the Company two-thirds of one
one-hundredth of a share of Series A Junior Participating Preferred Stock, par
value $1.00 per share (the "Preferred Shares"), of the Company at a price of
$93.33 (the "Purchase Price"), subject to adjustment. The description and terms
of the Rights are set forth in a Rights Agreement dated as of February 23, 1989,
as amended as of September 21, 1989, as of January 22, 1990, as of May 24, 1993
and as of December 14, 1995 (the "Rights Agreement"), between the Company and
Society National Bank, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") have acquired beneficial ownership of 10% or more of the outstanding
shares of Common Shares or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time as any Person
becomes an Acquiring Person) following the commencement of, or announcement of
an intention to make, a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of 10% or more of
such outstanding Common Shares (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Share certificates outstanding as of the Rights Record Date, by such
Common Share certificate with a copy of the Summary of Rights attached thereto.
The Rights Agreement provides that, until the Distribution Date, the Rights
will be transferred with and only with Common Shares. Until the Distribution
Date (or earlier redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date, upon transfer or new issuance of
shares of Common Shares, will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares, outstanding as of the Record Date, even without such notation or
a copy of the Summary of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common
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Shares as of the close of business on the Distribution Date and such separate
Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on February 28, 1999 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed by the
Company in each case, as described below.
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warranties to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price, less than
the then current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-hundredths of
Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1 per share but will be entitled to an aggregate
dividend of 150 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment of $100 per share but will be entitled to an
aggregate payment of 150 times the payment made per Common Share. Each
Preferred Share will have 150 votes, voting together with the Common Shares.
Finally, in the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, each Preferred Share will be entitled to receive
150 times the amount received per Common Share. These rights are protected by
customary antidilution provisions.
Because of the nature of the Preferred Shares' dividend, liquidation and
voting rights, the value of the two-thirds of one one-hundredth interest in a
Preferred Share
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purchasable upon exercise of each Right should approximate the value of one
Common Share.
In the event that the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold, proper provision will be made so that each holder of a Right
will thereafter have the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction will have a market
value of two times the exercise price of the Right; provided, however, that the
foregoing shall not apply to (and no adjustments to any of the Rights shall
result from and the Rights will not become exercisable or unredeemable as a
result of) the execution, delivery and performance of, or the consummation of
any of the transactions contemplated by, the Agreement and Plan of
Reorganization and Merger, dated as of May 24, 1993, between AMAX Inc., a New
York corporation ("Amax"), and the Company (the "Merger Agreement") or the
Agreement and Plan of Distribution, dated as of May 24, 1993, by and between
Amax and Alumax Inc., a Delaware corporation (the "Distribution Agreement"),
including without limitation the merger of Amax with and into the Company (the
"Merger"). In the event that any person becomes an Acquiring Person, each
holder of a Right, other than Rights beneficially owned by the Acquiring Person
(which will thereafter be void), will thereafter have the right to receive upon
exercise that number of Common Shares having a market value of two times the
exercise price of the Right.
At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 10% or more of the outstanding
Common Shares and prior to the acquisition by such person or group of 50% or
more of the outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which have
become void), in whole or in part, at an exchange ratio of one Common Share, or
two-thirds of one one-hundredth of a Preferred Share (or of a share of a class
or series of the Company's preferred stock having equivalent rights, preferences
and privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
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At any time prior to the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 10% or more of the outstanding
Common Shares, the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.0067 per Right (the "Redemption Price").
The redemption of the Rights may be made effective at such time on such basis
and with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights; provided, however,
that from and after such time as any person or group of affiliated or associated
persons becomes an Acquiring Person no such amendment may adversely affect the
interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that acquires 10% or more of the
Common Shares without the prior approval of the Company's Board of Directors.
The Rights should not interfere with any merger or other business combination
approved by the Board of Directors prior to the time that a person or group has
acquired beneficial ownership of 10% or more of the Common Shares since the
Rights may be redeemed by the Board of Directors at the Redemption Price until
such time.
In connection with the Merger, the Company increased the number of shares
constituting the Preferred Shares from 500,000 to 1,500,000.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated
March 3, 1989, as amended by an Amendment to Application or Report on Form 8
dated January 29, 1990. A copy of Amendment No. 4 to the Rights Agreement is
attached as Exhibit 8 hereto. The foregoing description of the Rights does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement as amended, which is hereby incorporated herein by reference.
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ITEM 7. EXHIBITS.
1. Rights Agreement, dated as of February 23, 1989 and amended as of
September 21, 1989, between Cyprus Minerals Company and Chase Manhattan
Bank, N.A., as Rights Agent (previously filed as Exhibit 1 to Form 8-A,
dated March 3, 1989).
2. Form of press release dated February 23, 1989 (previously filed as
Exhibit 2 to Form 8-A, dated March 3, 1989).
3. Amendment Agreement, dated as of September 21, 1989, between
Cyprus Minerals Company, The Chase Manhattan Bank, N.A., as Co-Rights
Agent, and Ameritrust Company National Association, as Co-Rights Agent
(previously filed as Exhibit 4 to Form 8, dated January 29, 1990).
4. Amendment No. 2 to Rights Agreement, dated as of January 22, 1990,
between Cyprus Minerals Company and Ameritrust Company National
Association, as Rights Agent (previously filed as Exhibit 2 to Form 8,
dated January 29, 1990).
5. Certificate of Adjustment dated as of January 22, 1990 (previously
filed as Exhibit 3 to Form 8, dated January 29, 1990).
6. Amendment No. 3 to the Rights Agreement, dated as of May 24, 1993,
between Cyprus Minerals Company and Society National Bank, as Rights Agent
(previously filed as Exhibit 6 to Form 8-A/A, dated June 29, 1993).
7. Certificate of Increase of Series A Junior Participating Preferred
Stock of Cyprus Minerals Company dated June 25, 1993 (previously filed as
Exhibit 7 to Form 8-A/A, dated June 29, 1993).
8. Amendment No. 4 to the Rights Agreement, dated as of December 14,
1995, between Cyprus Amax Minerals Company and Society National Bank, as
Rights Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereto duly authorized.
CYPRUS AMAX MINERALS COMPANY
Date: December 20, 1995
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By: /s/ Philip C. Wolf
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Name: Philip C. Wolf
Title: Senior Vice President,
General Counsel and
Secretary
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EXHIBIT LIST
Page No.
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1. Rights Agreement, dated as of February 23, 1989 and amended
as of September 21, 1989, between Cyprus Minerals Company
and Chase Manhattan Bank, N.A., as Rights Agent (previously
filed as Exhibit 1 to Form 8-A, dated March 3, 1989).........
2. Form of press release dated February 23, 1989 (previously
filed as Exhibit 2 to Form 8-A, dated March 3, 1989).........
3. Amendment Agreement, dated as of September 21, 1989, between
Cyprus Minerals Company, The Chase Manhattan Bank, N.A., as
Co-Rights Agent, and Ameritrust Company National Association,
as Co-Rights Agent (previously filed as Exhibit 4 to Form 8,
dated January 29,1990).......................................
4. Amendment No. 2 to Rights Agreement, dated as of January 22,
1990, between Cyprus Minerals Company and Ameritrust Company
National Association, as Rights Agent (previously filed as
Exhibit 2 to Form 8, dated January 29, 1990).................
5. Certificate of Adjustment dated as of January 22, 1990
(previously filed as Exhibit 3 to Form 8, dated January 29,
1990)........................................................
6. Amendment No. 3 to the Rights Agreement, dated as of May 24,
1993, between Cyprus Minerals Company and Society National
Bank, as Rights Agent (previously filed as Exhibit 6 to Form
8-A/A, dated June 29, 1993)..................................
7. Certificate of Increase of Series A Junior Participating
Preferred Stock of Cyprus Minerals Company dated June 25,
1993 (previously filed as Exhibit 7 to Form 8-A/A, dated
June 29, 1993)...............................................
8. Amendment No. 4 to the Rights Agreement, dated as of
December 14, 1995, between Cyprus Amax Minerals Company and
Society National Bank, as Rights Agent.......................
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AMENDMENT NO. 4 TO RIGHTS AGREEMENT
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AMENDMENT, dated as of December 14, 1995, to the Rights Agreement between
Cyprus Amax Minerals Company, a Delaware corporation (the "Company"), and
Society National Bank (the "Rights Agent"), dated as of February 23, 1989, and
amended as of September 21, 1989, as of January 22, 1990 and as of May 24, 1993
(the "Rights Agreement").
Pursuant to Section 27 of the Rights Agreement, the Company and the Rights
Agent may from time to time supplement or amend the Rights Agreement in
accordance with the provisions of said Section 27 subject to the terms and
conditions thereof. All acts and things necessary to make this Amendment a
valid agreement, enforceable according to its terms have been done and
performed, and the execution and delivery of this Amendment by the Company and
the Rights Agent have been in all respects duly authorized by the Company and
the Rights Agent.
In consideration of the foregoing and the mutual agreements set forth
herein, the parties hereto agree as follows:
1 . Section 1 (a) of the Rights Agreement is hereby amended by inserting
the following at end of such Section 1 (a):
Notwithstanding the foregoing, if the Board of Directors of the Company
determines in good faith that a Person who would otherwise be an Acquiring
Person, as defined pursuant to the foregoing provisions of this paragraph
(a), has become such inadvertently, and such Person divests as promptly as
practicable a sufficient number of Common Shares so that such Person would
no longer be an Acquiring Person," as defined pursuant to the foregoing
provisions of this paragraph (a), then such Person shall not be deemed to
be an "Acquiring Person" for any purposes of this Agreement.
2. Section 1 (i)" of the Rights Agreement is hereby amended to read in its
entirety as follows: "Intentionally deleted."
3. Section 23 of the Rights Agreement is hereby amended to read in its
entirety as follows:
Section 23. Redemption. (a) The Board of Directors of the Company
may, at its option, at any time prior to such time as any Person becomes an
Acquiring Person, redeem all but not less than all the then outstanding
Rights at a redemption price of $.0l per Right, appropriately adjusted to
reflect any stock split, stock dividend or similar transaction occurring
after February 23, 1989 (such redemption price being hereinafter referred
to as the "Redemption Price"). The redemption of the Rights by the Board of
Directors may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish.
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(b) Immediately upon the action of the Board of Directors of the
Company ordering the redemption of the Rights pursuant to paragraph (a) of
this Section 23, and without any further action and without any notice, the
right to exercise the Rights will terminate and the only right thereafter
of the holders of Rights shall be to receive the Redemption Price. The
Company shall promptly give public notice of any such redemption; provided,
however, that the failure to give, or any defect in, any such notice shall
not affect the validity of such redemption. Within 10 days after such
action of the Board of Directors ordering the redemption of the Rights, the
Company shall mail a notice of redemption to all the holders of the then
outstanding Rights at their last addresses as they appear upon the registry
books of the Rights Agent or, prior to the Distribution Date, on the
registry books of the transfer agent for the Common Shares. Any notice
which is mailed in the manner herein provided shall be deemed given,
whether or not the holder receives the notice. Each such notice of
redemption will state the method by which the payment of the Redemption
Price will be made. Neither the Company nor any of its Affiliates or
Associates may redeem, acquire or purchase for value any Rights at any time
in any manner other than that specifically set forth in this Section 23 or
in Section 24 hereof, and other than in connection with the purchase of
Common Shares prior to the Distribution Date.
4. This Amendment to the Rights Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware and for all
purposes shall be governed by and construed in accordance with the laws of such
State applicable to contracts to be made and performed entirely within such
State.
5. This Amendment to the Rights Agreement may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute one and the same instrument. Terms not defined herein
shall, unless the context otherwise requires, have the meanings assigned to such
terms in the Rights Agreement, as previously amended.
6. In all respects not inconsistent with the terms and provisions of this
Amendment to the Rights Agreement, the Rights Agreement is hereby ratified,
adopted, ap proved and confirmed. In executing and delivering this Amendment,
the Rights Agent shall be entitled to all the privileges and immunities afforded
to the Rights Agent under the terms and conditions of the Rights Agreement.
7. If any term, provision, covenant or restriction of this Amendment to
the Rights Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Amendment to the Rights
Agreement, and of the Rights Agreement, shall remain in full force and effect
and shall in no way be affected, impaired or invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the date and year first above written.
Attest: CYPRUS AMAX MINERALS COMPANY
By: /s/ Dale E. Huffman By: /s/ Philip C. Wolf
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Name: Dale E. Huffman Name: Philip C. Wolf
Title: Assistant Secretary Title: Senior Vice President
Attest: SOCIETY NATIONAL BANK
By: /s/ Ron Sorrentino By: /s/ Merryl K. Rapp
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Name: Ron Sorrentino Name: Merryl K. Rapp
Title: Senior Customer Title: Vice President
Service Representative
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