<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11 )
---------
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)
September 17, 1996
--------------------------------------------------------
(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 10 Pages
<PAGE>
CUSIP No. 02312010 Page 2 of 10 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 See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 56.9%, based upon 96,509,959 shares of Common Stock
outstanding at September 30, 1996 and giving effect to the
issuance of 12,099,213 shares and 751,458 shares of Common Stock
as described in Item 4.
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP No. 02312010 Page 3 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Amax Energy Inc. 06-1324916
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 32.5%, based upon 96,509,959 shares of Common Stock
outstanding at September 30, 1996.
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.
--------------------------
The last paragraph in Item 4 is amended and restated in its
entirety to read as follows:
As part of the renegotiations by the Issuer of its $250
million Fort Knox loan agreement, Cyprus Amax agreed to guarantee the
loan until economic completion, and the Issuer has agreed not to make
additional draws under its $100 million line of credit (the DOCLOC I
Agreement) with Cyprus Amax without the prior consent of Cyprus Amax.
In addition, Cyprus Amax has agreed to provide the Issuer with an
additional demand loan facility to fund additional costs at the Fort
Knox Project and for general corporate purposes, with such funding to
be provided at the discretion of Cyprus Amax (the "Demand Loan
Facility"). Cyprus Amax has informed the Issuer it intends to make
this additional financing available. The Issuer will pay Cyprus Amax
the interest differential under the Fort Knox loan agreement resulting
from Cyprus Amax' guarantee (the "Interest Differential") and a fee of
2.5% based upon the total financings and guarantees made available
(the "Financing and Guaranty Fee"). The Issuer has agreed to
reimburse Cyprus Amax for any payments it makes under the guaranty;
any such reimbursement obligation will be payable to Cyprus Amax on
demand and will bear interest at LIBOR plus 3.25 percent. All fees,
interest and repayments of advances from Cyprus Amax may be paid by
the Issuer at the election of Cyprus Amax in cash or in shares of the
Issuer's Common Stock valued at the average closing price per share
for the five day period prior to such election.
Item 4 is further amended by the addition of the following
paragraph:
The number of shares of Common Stock beneficially owned by
Cyprus Amax pursuant to the Fort Knox financing arrangement described
above cannot be determined until such time as Cyprus Amax elects to
receive payment of fees, interest and amounts borrowed and will depend
on the average closing price per share for the five-day period prior
to such election. As of September 30, 1996, obligations due Cyprus
Amax from the Issuer under the financing arrangement included $75
million under the Demand Loan Facility, approximately $2,363,191 in
Interest Differential payments and the Financing and Guaranty Fee of
$10 million. Had Cyprus Amax elected on September 30, 1996 to receive
payment for such obligations, the Issuer would have been required to
issue 14,997,973 shares of Common Stock, based on an average closing
price per share for the five-day period prior to September 30, 1996 of
$5.825.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
The first and second paragraphs added by Amendment No. 5 to
Schedule 13D to Item 5 are amended and restated in their entirety as
follows:
(a), (b), (d) Amax Energy Inc. holds 31,313,709 shares of
Common Stock of the Issuer, representing approximately 32.5% of the
outstanding shares of Common Stock of the Issuer (based on 96,509,959
shares of Common Stock outstanding as of September 30, 1996).
Page 4 of 10 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 I Agreement and 751,458 shares
under the Stock Issuance Agreement), representing approximately 56.9%
of the outstanding shares of Common Stock of Issuer (after giving
effect to the issuance of the aforementioned 12,099,213 shares and
751,458 shares to Cyprus Amax and based on the 96,509,959 shares of
Common Stock outstanding as of September 30, 1996).
The second paragraph of Item 5 of the original Schedule 13D
is amended and restated in its entirety as follows:
(a) Amax Energy Inc. is a wholly owned subsidiary of Cyprus
Amax. As a result, each of them beneficially owns the 31,313,709
shares of Common Stock of the Issuer held of record by Amax Energy
Inc., representing approximately 32.5% of the outstanding shares of
Common Stock of the Issuer (based on 96,509,959 shares of Common Stock
outstanding as of September 30, 1996).
Item 5 is further amended by the addition of the following:
(a), (c) On August 21, 1996, Allen Born, Gerald J. Malys
and Rockwell A. Schnabel each acquired 153.8 shares of phantom stock
of the Issuer, each at $6.50 per share, through the Issuer's Non-
Employee Director Deferred Compensation Plan. On September 30, 1996,
Allen Born, Gerald J. Malys and Rockwell A. Schnabel each acquired
666.7 shares of phantom stock of the Issuer, each at $5.625 per share,
through the Issuer's Non-Employee Director 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., or the persons listed on Schedule I
hereto.
Page 5 of 10 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: DALE E. HUFFMAN
-----------------------------------
Name: Dale E. Huffman
Title: Assistant Secretary
AMAX ENERGY INC.
By: DALE E. HUFFMAN
-----------------------------------
Name: Dale E. Huffman
Title: Assistant Secretary
Dated: October 4, 1996
Page 6 of 10 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> <S> <S>
Milton H. Ward Chairman of the Board,
9100 East Mineral Circle Chief Executive Officer
Englewood, Colorado 80112 and President
Allen Born Chairman and Chief Executive Officer
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 and Chief Executive Officer
Berwind Natural Resources Corporation
1500 Market Street
3000 Centre Square West
Philadelphia, Pennsylvania 19102
Michael A. Morphy Independent Businessman
1336 Plaza de Sonadores
Montecito, CA 93108
</TABLE>
____________________
/1/ Except as otherwise noted, each of the persons included in this
Schedule is a U.S. citizen.
Page 7 of 10 pages<PAGE>
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation Citizenship
- ---------------- -------------------- -----------
<S> <S> <S>
Rockwell A. Schnabel Chairman
Trident Capital, L.P.
11100 Santa Monica Boulevard
Suite 2020
Los Angeles, California 90025
James A. Todd, Jr. Retired Chairman and Chief Executive
1250 Stonegate Liberty Park Officer of Birmingham Steel Corporation
Birmingham, Alabama 35242
Billie B. Turner Retired Chairman, President and Chief
IMC Global Executive Officer
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 President and Chief Operating Officer
Cummins Engine Company, Inc.
500 Jackson Street
Columbia, Indiana 47201
John Hoyt Stookey Chairman
Suburban Propane Partners
c/o Landmark Volunteers
749A Main Street
Box 455, Route 7
Sheffield, Massachusetts 01257
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 East Mineral Circle
Englewood, Colorado 80112-3299
Jeffrey G. Clevenger Senior Vice President, Copper
1501 W. Fountainhead Pkwy., Suite 290
Tempe, Arizona 85282
</TABLE>
Page 8 of 10 pages<PAGE>
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation Citizenship
- ---------------- -------------------- -----------
<S> <S> <S>
David H. Watkins Senior Vice President, Exploration
9100 East Mineral Circle
Englewood, Colorado 80112-3299
Philip C. Wolf Senior Vice President, General
9100 East 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 and Assistant
9100 East Mineral Circle Treasurer
Englewood, Colorado 80112-3299
J. David Flemming Director, Tax
9100 East Mineral Circle
Englewood, Colorado 80112-3299
Robin J. Hickson Vice President, Engineering and
1501 W. Fountainhead Pkwy, Suite 290 Development
Tempe, Arizona 85282
Dale E. Huffman Assistant Secretary
9100 E. Mineral Circle
Englewood, Colorado 80112-3299
</TABLE>
Page 9 of 10 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> <S> <S>
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, 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 10 of 10 pages
