<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM 10-K/A-1
[Mark One]
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number 1-10040
---------------
CYPRUS AMAX MINERALS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 36-2684040
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9100 East Mineral Circle
Englewood, Colorado 80112
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: 303-643-5000
-----------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
Common Stock, without par value New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
9 7/8% Notes due June 13, 2001 New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
------ -------
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Aggregate market value of voting stock held by non-affiliates, based
on a closing price of $28 5/8 as of March 27, 1996, was approximately
$2,641,400,000.
Number of shares of common stock outstanding as of March 27, 1996, was
93,061,185.
DOCUMENTS INCORPORATED BY REFERENCE
Proxy Statement for the 1996 Annual
Meeting to be filed within 120 days after the fiscal year (Part III).
================================================================================
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following financial statements are filed as part of this Report:
1. Financial Statements included in this Form 10-K and incorporated by
reference:
<TABLE>
<CAPTION>
Pages in This
Form 10-K
-------------
<S> <C>
Report of Independent Accountants.................................. 43
Consolidated Statement of Operations for each of the three years in
the period ended December 31, 1995.............................. 44
Consolidated Balance Sheet at December 31, 1995 and 1994........... 45
Consolidated Statement of Cash Flows for each of the three years in
the period ended December 31, 1995.............................. 46
Consolidated Statement of Shareholders' Equity for each of the three
years in the period ended December 31, 1995..................... 47
Notes to Consolidated Financial Statements......................... 48-72
2. Financial Statement Schedules:
Pages in this
Form 10-K
-------------
Report of Independent Accountants on Financial Statement
Schedules...................................................... 85
For the three years in the period ended December 31, 1995:
Schedule VIII - Valuation and Qualifying Accounts and
Reserves....................................................... 86
</TABLE>
Schedules not included in this Form 10-K have been omitted because they are
not applicable or the required information is shown in the financial statements
in the 1995 Annual Report or notes thereto. Separate financial statements of 50
percent or less owned companies accounted for by the equity method have been
omitted since, if considered in the aggregate, they would not constitute a
significant subsidiary.
1
<PAGE>
3. The following exhibits are filed with this Annual Report on Form 10-K.
The exhibit numbers correspond to the numbers assigned in Item 601 of
Regulation S-K.
Exhibit
Number Document
------ --------
2 Agreement and Plan of Reorganization and Merger between Cyprus
Minerals Company and AMAX Inc., incorporated by reference from Exhibit
1 to the Report on Form 8-K dated May 27, 1993.
3 (a) Certificate of Incorporation, as amended through the date of
signing of this Annual Report on Form 10-K, incorporated by
reference from Exhibit 3(a) to the Annual Report on Form 10-K for
the period ended December 31, 1989, and from Exhibit 3.1 to the
Report on Form 8-K dated November 30, 1993.
(b) By-Laws, as amended through the date of signing of this Annual
Report on Form 10-K, incorporated by reference from Exhibit 3(b)
to the Annual Report on Form 10-K for the period ended December
31, 1991, and from Exhibit 3.2 to the Report on Form 8-K dated
November 30, 1993.
4 (a) Form of Indenture between Cyprus Minerals Company and United
States Trust Company, as Trustee (including form of the Notes),
relating to the 10 1/8% Notes due 2002, incorporated by reference
from Exhibit 4(a) to the Registration Statement on Form S-3, File
No. 33-33869.
(b) Form of Indenture between Cyprus Minerals Company and Ameritrust
Texas National Association, as Trustee (including form of the
Debentures), relating to the 8 3/8% Debentures due 2023 and
6 5/8% Notes due 2005, incorporated by reference from Exhibit 4.1
to the Report on Form 8-K dated January 28, 1993, and Exhibit 4.2
to the Report on Form 8-K dated October 21, 1993.
(c) Form of Indenture between Cyprus Amax Minerals Company and the
First Bank of Chicago, as Trustee (including form of the Notes),
relating to the 7 3/8% Notes due 2007 incorporated by reference
from the Registration Statement on Form S-3, File 33-54097.
2
<PAGE>
Exhibit
Number Document
------ --------
4 (d) Rights Agreement between The Chase Manhattan Bank, N.A. and
Cyprus Minerals Company, dated February 23, 1989, as amended
through the date of signing of this Annual Report on Form 10-K,
incorporated by reference from Exhibit 2 to the Report on Form 8-
K dated January 29, 1990; Exhibit 4 to the Report on Form 8-K
dated January 29, 1990; Exhibit 1 to the Report on Form 8-K dated
June 29, 1993; and from Exhibit 8 to the Report on Form 8-K dated
December 14, 1995.
(e) Certificate of Adjustment dated as of January 22, 1990,
incorporated by reference from Exhibit 3 to the Report on Form 8-
K dated January 29, 1990.
(f) Certificate of Designations of Series A Junior Participating
Preferred Stock, incorporated by reference from Exhibit 3(a) to
the Annual Report on Form 10-K for the period ended December 31,
1988, and from Exhibit 7 to the Report on Form 8-A/A dated June
29, 1993.
(g) Certain instruments with respect to long-term debt of the
Registrant have not been filed as Exhibits to this Report since
the total amount of securities authorized under any such
instrument does not exceed 10% of the total assets of the
Registrant and its subsidiaries on a consolidated basis. The
Registrant agrees to furnish a copy of each such instrument to
the Securities and Exchange Commission upon request.
10 Material Contracts (except for director and executive contracts and
compensatory plans and arrangements, includes only those contracts
filed with this Annual Report on Form 10-K and does not include other
contracts which previously have been filed by the registrant and which
either remain to be performed in whole or in part at or after the
filing of this Annual Report on Form 10-K, or were entered into not
more than two years before the date of this Annual Report on
Form 10-K).
(a) Amended and Restated Employment Agreement between Cyprus Amax
Minerals Company and Milton H. Ward.
(b) Cyprus Amax Minerals Company Executive Officer Separation Policy,
as amended through the date of signing of the Annual Report on
Form 10-K, incorporated by reference from Exhibit 10(m) to the
Annual Report on Form 10-K for the period ended December 31, 1993,
and including the additional amendments filed with this report.
3
<PAGE>
Exhibit
Number Document
------ --------
10 (c) Contracts regarding employment between Cyprus Minerals Company and
certain executive officers, incorporated by reference from Exhibit
10(i) to the Annual Report on Form 10-K for the period ended
December 31, 1993, and including the Clarifying Addendum filed
with this report.
(d) 1993 Key Executive Long-term Incentive Plan between Cyprus
Minerals Company and certain executive officers.
(e) Deferred Compensation Plan for Selected Employees of Cyprus Amax
Minerals Company, incorporated by reference from Exhibit 10(i) to
the Annual Report on Form 10-K for the period ended December 31,
1994.
(f) Deferred Compensation Plan for Non-Employee Directors of Cyprus
Amax Minerals Company, incorporated by reference from Exhibit
10(c) to the Annual Report on Form 10-K for the period ended
December 31, 1994.
(g) Full Retirement Benefit Plan for Certain Salaried Employees, as
amended through the date of signing of the Annual Report on Form
10-K, incorporated by reference from Exhibit 10(c) to the Annual
Report on Form 10-K for the period ended December 31, 1988;
Exhibit 10(c) to the Annual Report on Form 10-K for the period
ended December 31, 1989; Exhibit 10(b) to the Annual Report on
Form 10-K for the period ended December 31, 1990; and Exhibit
10(b) to the Annual report on Form 10-K for the period ended
December 31, 1992; and Exhibit 10(d) to the Annual Report on Form
10-K for the period ended December 31, 1994.
(h) Restorative retirement plans, as amended through the date of
signing of the Annual Report on Form 10-K, incorporated by
reference from Exhibit 10(c) to the Annual Report on Form 10-K for
the period ended December 31, 1986; Exhibit 10(c) to the Annual
Report on Form 10-K for the period ended December 31, 1989;
Exhibit 10(b) to the Annual Report on Form 10-K for the period
ended December 31, 1990; and Exhibit 10(a) to the Annual Report on
Form 10-K for the period ended December 31, 1992; and Exhibit
10(e) to the Annual Report on Form 10-K for the period ended
December 31, 1994.
(i) Excess Defined Contribution Plan, as restated through the date of
signing of this Annual Report on Form 10-K, incorporated by
reference from Exhibit 10(f) to the Annual Report on Form 10-K for
the period ended December 31, 1994.
4
<PAGE>
Exhibit
Number Document
------ --------
10 (j) Stock Purchase Agreement dated March 1, 1994, between Amax Coal
Company and Union Pacific Resources Company, incorporated by
reference from Exhibit 7(c-2) to the Report on Form 8-K dated
March 31, 1994.
(k) Amended and Restated 1988 Stock Option Plan of Cyprus Amax
Minerals Company, incorporated by reference to Exhibit 99 to the
Registration Statement on Form S-8 dated November 12, 1993.
(l) Change of Control Employment Agreements between Cyprus Amax
Minerals Company and certain executive officers, incorporated by
reference from Exhibit 10(j) to the Annual Report on Form 10-K for
the period ended December 31, 1993.
(m) 1994 Management Incentive Program of Cyprus Amax Minerals Company
and its Participating Subsidiaries, incorporated by reference from
Exhibit 10(l) to the Annual Report on Form 10-K for the period
ended December 31, 1993.
(n) Cyprus Amax Minerals Company 1995 Bonus Incentive Program,
incorporated by reference from Exhibit 10(a) to the Annual Report
on Form 10-K for the period ended December 31, 1994.
(o) Stock Plan for Non-Employee Directors of Cyprus Minerals Company,
incorporated by reference to Exhibit 28 to the Report on Form 10-Q
for the quarter ended September 30, 1992.
(p) Amended and Restated Management Incentive Program of Cyprus
Minerals Company and its Participating Subsidiaries, incorporated
by reference to Exhibit 28 to the Registration Statement on
Form S-8, File No. 33-53794.
(q) Cyprus Minerals Company Nonqualified Retirement Plan for Non-
Employee Directors, incorporated by reference from Exhibit 10(c)
to the Annual Report on Form 10-K for the period ended December
31, 1990.
11 Statement re computation of per share earnings.
21 Subsidiaries of the Registrant.
5
<PAGE>
Exhibit
Number Document
------ --------
23 Consent of Price Waterhouse LLP.
27 Financial Data Schedule.
99 Financial Statements comprising the Annual Report of the Cyprus Amax
Minerals Company Savings Plan and Trust, and the Cyprus Amax Minerals
Company Thrift Plan for Bargaining Unit Employees.*
- ------------
* Filed herewith in accordance with Rule 15d-21.
(b) The following 8-Ks were filed during the last quarter of the period
covered by this Report on Form 10-K:
A current report on Form 8-K dated December 14, 1995, reporting the fourth
amendment to the Rights Agreement between Cyprus Amax Minerals Company and
Society National Bank, as Rights Agent.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
Cyprus Amax Minerals Company
(Registrant)
By /s/ John Taraba
-----------------------------
John Taraba
Vice President and Controller
Date: June 26, 1996
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Plan Administrator has duly caused this annual report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Cyprus Amax Minerals Company
Savings Plan & Trust Administrator
By /s/ Philip C. Wolf
-----------------------------
Philip C. Wolf, Chairman
By /s/ Chris L. Crowl
------------------------------
Chris L. Crowl, Member
By /s/ Francis J. Kane
-------------------------------
Francis J. Kane, Member
7
<PAGE>
CYPRUS AMAX MINERALS COMPANY
----------------------------
SAVINGS PLAN AND TRUST
----------------------
FINANCIAL STATEMENTS
--------------------
DECEMBER 31, 1995 AND 1994
--------------------------
8
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
June 14, 1996
To the Participants and Administrator of the
Cyprus Amax Minerals Company Savings Plan and Trust
In our opinion, the accompanying statements of net assets available for benefits
with Fund Information and the related statements of changes in net assets
available for benefits with Fund Information present fairly, in all material
respects, the net assets available for benefits of the Cyprus Amax Minerals
Company Savings Plan and Trust (the "Plan") at December 31, 1995 and 1994, and
the changes in net assets available for benefits for each of the three years in
the period ended December 31, 1995, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
The Fund Information in the statements of net assets available for benefits and
the statements of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the net assets available
for benefits and the changes in net assets available for benefits of each fund.
The Fund Information has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
Price Waterhouse LLP
Denver, Colorado
9
<PAGE>
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
---------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
--------------------------------------------------------------------
DECEMBER 31, 1995
-----------------
<TABLE>
<CAPTION>
FUND INFORMATION
--------------------------------------------------------------------------------------------
Leveraged Common Prime
ESOP Stock Participant Reserve New America
Total Fund Fund Loans Fund Growth Fund
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets
- ------
Investments
Common Stock
Cyprus Amax Minerals $154,318,915 $97,707,422 $56,611,493 $ - $ - $ -
Amoco Corporation 4,184,158 - 4,184,158 - - -
Mutual Funds 181,477,456 - - - 25,543,763 22,165,260
Participant Loans 10,897,794 - - 10,897,794 - -
Receivables
Employer contributions 1,254,639 1,254,639 - - - -
Participant
contributions and
loan repayments 1,726,652 - 272,031 (502,353) 479,091 288,449
Cash and cash equivalents 21,482 - 21,482 - - -
----------------------------------------------------------------------------------------------
Total assets 353,881,096 98,962,061 61,089,164 10,395,441 26,022,854 22,453,709
----------------------------------------------------------------------------------------------
Liabilities
- -----------
Interest payable 1,346,892 1,346,892 - - - -
Excess contributions
refundable 514,249 - 52,702 - 27,769 109,494
to participants
Long-term debt 82,885,651 82,885,651 - - - -
----------------------------------------------------------------------------------------------
Total liabilities 84,746,792 84,232,543 52,702 - 27,769 109,494
----------------------------------------------------------------------------------------------
Net assets available for
benefits $269,134,304 $14,729,518 $61,036,462 $10,395,441 $25,995,085 $22,344,215
==============================================================================================
FUND INFORMATION
---------------------------------------------------------------------------
Capital Equity International Stable
Appreciation Index Stock Spectrum Value
Fund Fund Fund Income Fund Fund
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Assets
- ------
Investments
Common Stock
Cyprus Amax Minerals $ - $ - $ - $ - $ -
Amoco Corporation - - - - -
Mutual Funds 16,094,487 40,688,450 10,246,646 15,608,992 51,129,858
Participant Loans - - - - -
Receivables
Employer contributions - - - - -
Participant
contributions and
loan repayments 183,060 299,391 157,897 200,398 348,688
Cash and cash equivalents - - - - -
---------------------------------------------------------------------------
Total assets 16,277,547 40,987,841 10,404,543 15,809,390 51,478,546
---------------------------------------------------------------------------
Liabilities
- -----------
Interest payable - - - - -
Excess contributions
refundable
to participants 53,242 105,128 43,193 37,391 85,330
Long-term debt - - - - -
---------------------------------------------------------------------------
Total liabilities 53,242 105,128 43,193 37,391 85,330
---------------------------------------------------------------------------
Net assets available for
benefits $16,224,305 $40,882,713 $10,361,350 $15,771,999 $51,393,216
===========================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
10
<PAGE>
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
---------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
--------------------------------------------------------------------
DECEMBER 31, 1994
-----------------
<TABLE>
<CAPTION>
FUND INFORMATION
--------------------------------------------------------------------------------
Leveraged Common Prime
ESOP Stock Participant Reserve New America
Total Fund Fund Loans Fund Growth Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets
- ------
Investments
Common Stock
Cyprus Amax Minerals $165,833,341 $100,763,503 $65,069,838 $ - $ - $ -
Amoco Corporation 3,868,007 - 3,868,007 - - -
Mutual Funds 163,786,893 - - - 25,056,190 14,557,276
Participant Loans 12,096,694 - - 12,096,694 - -
Receivables
Employer contributions 1,434,977 1,247,582 187,395 - - -
Participant
contributions and
loan repayments 1,950,927 - 317,342 (460,241) 486,815 284,252
Cash and cash equivalents 2,646 - 2,646 - - -
-----------------------------------------------------------------------------------------------
Total assets 348,973,485 102,011,085 69,445,228 11,636,453 25,543,005 14,841,528
-----------------------------------------------------------------------------------------------
Liabilities
- -----------
Interest payable 1,014,431 1,014,431 - - - -
Minimum age distributions
payable to participants 16,556 210 1,480 - 343 46
Long-term debt 86,218,387 86,218,387 - - - -
-----------------------------------------------------------------------------------------------
Total liabilities 87,249,374 87,233,028 1,480 - 343 46
-----------------------------------------------------------------------------------------------
Net assets available for
benefits $261,724,111 $ 14,778,057 $69,443,748 $11,636,453 $25,542,662 $14,841,482
===============================================================================================
Capital Equity International Stable
Appreciation Index Stock Spectrum Value
Fund Fund Fund Income Fund Fund
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Assets
- ------
Investments
Common Stock
Cyprus Amax Minerals $ - $ - $ - $ - $ -
Amoco Corporation - - - - -
Mutual Funds 12,560,913 31,398,954 10,088,182 13,626,603 56,498,775
Participant Loans - - - - -
Receivables
Employer contributions - - - - -
Participant
contributions and
loan repayments 180,298 322,512 166,879 229,466 423,604
Cash and cash equivalents - - - - -
------------------------------------------------------------------------------
Total assets 12,741,211 31,721,466 10,255,061 13,856,069 56,922,379
------------------------------------------------------------------------------
Liabilities
- -----------
Interest payable - - - - -
Minimum age distributions
payable to participants 161 9,730 40 534 4,012
Long-term debt - - - - -
------------------------------------------------------------------------------
Total liabilities 161 9,730 40 534 4,012
------------------------------------------------------------------------------
Net assets available for
benefits $12,741,050 $31,711,736 $10,255,021 $13,855,535 $56,918,367
==============================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
11
<PAGE>
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
---------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
- -------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1995
----------------------------
<TABLE>
<CAPTION>
FUND INFORMATION
--------------------------------------------------------------------------------
New
Leveraged Common Prime America
Total ESOP Stock Participant Reserve Growth
Fund Fund Loans Fund Fund
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment Income
Interest and dividends $ 14,994,792 $ 3,044,758 $ 2,028,541 $ - $ 1,359,733 $ 1,051,260
Net realized gain on
investments 5,867,965 604,882 2,728,086 - - 705,831
Net change in unrealized
appreciation/depreciation
in fair value of
investments 15,082,276 (437,737) (1,278,026) - - 4,758,644
Employer contributions 8,195,235 8,195,235 - - - -
Participant contributions
and loan repayments 18,924,556 - 2,996,793 (4,943,779) 4,519,494 2,910,067
Transfer to CSM Industries (5,514,660) (173,775) (1,279,686) (166,548) (7,357) (404,747)
Transfers between Plan funds
and loans - (6,853) (2,420,906) 4,780,000 (1,018,494) 370,427
Employee withdrawals (41,907,309) (3,042,387) (11,182,088) (910,685) (4,400,953) (1,888,749)
Interest expense (8,232,662) (8,232,662) - - - -
------------------------------------------------------------------------------------------------
Net increase (decrease) 7,410,193 (48,539) (8,407,286) (1,241,012) 452,423 7,502,733
Net assets available for
benefits
Beginning of year 261,724,111 14,778,057 69,443,748 11,636,453 25,542,662 14,841,482
------------------------------------------------------------------------------------------------
End of year $269,134,304 $14,729,518 $ 61,036,462 $10,395,441 $25,995,085 $22,344,215
================================================================================================
Capital Equity International Spectrum Stable
Appreciation Index Stock Income Value
Fund Fund Fund Fund Fund
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment Income
Interest and dividends $ 1,249,307 $ 1,642,820 $ 304,209 $ 1,078,509 $ 3,235,655
Net realized gain on
investments 342,137 1,261,597 109,517 115,915 -
Net change in unrealized
appreciation/depreciation
in fair value of
investments 1,327,164 8,621,323 642,180 1,448,728 -
Employer contributions - - - - -
Participant contributions
and loan repayments 2,013,380 3,347,935 1,629,980 2,219,364 4,231,322
Transfer to CSM Industries (12,159) (1,317,543) (69,115) (344,417) (1,739,313)
Transfers between Plan funds
and loans 58,937 200,648 (1,678,660) (253,965) (31,134)
Employee withdrawals (1,495,511) (4,585,803) (831,782) (2,347,670) (11,221,681)
Interest expense - - - - -
---------------------------------------------------------------------------------
Net increase (decrease) 3,483,255 9,170,977 106,329 1,916,464 (5,525,151)
Net assets available for
benefits
Beginning of year 12,741,050 31,711,736 10,255,021 13,855,535 56,918,367
---------------------------------------------------------------------------------
End of year $16,224,305 $40,882,713 $10,361,350 $15,771,999 $ 51,393,216
=================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
12
<PAGE>
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
---------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
- -------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1994
----------------------------
<TABLE>
<CAPTION>
FUND INFORMATION
-------------------------------------------------------------------------------
New
Leveraged Common Prime America
ESOP Stock Participant Reserve Growth
Total Fund Fund Loans Fund Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment Income
Interest and dividends $ 9,057,580 $ 3,588,049 $ 1,343,415 $ - $ 1,029,140 $ 145,264
Net realized gain (loss) on
investments 3,748,816 857,316 2,483,244 - - (12,098)
Net change in unrealized
appreciation/depreciation
in fair value of
investments (4,049,128) 320,435 (1,241,195) - - (680,221)
Employer contributions 6,881,798 6,646,159 235,639 - - -
Participant contributions
and loan repayments 16,260,567 - 3,072,347 (3,653,321) 4,688,636 2,144,910
Transfer from Cyprus Amax
Thrift Plan for Hourly
Rated Employees 15,406,983 - 3,979,656 1,527,044 - 626,508
Transfer from Cyprus Amax
Thrift Plan for Salaried
Employees 109,727,587 - 23,354,007 3,542,421 74,393 7,423,811
Transfer from Cyprus Amax
Minerals ESOP 7,930,689 - 7,930,689 - - -
Transfer to Cleveland-Cliffs (7,006,768) - (2,161,690) (353,133) (1,444,791) (407,989)
Transfers between Plan funds
and loans - (18,137) (1,339,059) 4,138,375 (3,366,360) 33,379
Employee withdrawals (23,103,287) (4,954,801) (5,040,831) (849,696) (5,707,797) (707,260)
Interest expense (8,501,741) (8,501,741) - - - -
-----------------------------------------------------------------------------------------------
Net increase (decrease) 126,353,096 (2,062,720) 32,616,222 4,351,690 (4,726,779) 8,566,304
Net assets available for
benefits
Beginning of year 135,371,015 16,840,777 36,827,526 7,284,763 30,269,441 6,275,178
-----------------------------------------------------------------------------------------------
End of year $261,724,111 $14,778,057 $69,443,748 $11,636,453 $25,542,662 $14,841,482
===============================================================================================
</TABLE>
<TABLE>
<CAPTION>
Capital Equity International Spectrum Stable
Appreciation Index Stock Income Value
Fund Fund Fund Fund Fund
- ---------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C>
Investment Income
Interest and dividends $ 917,533 $ 366,071 $ 475,340 $ 602,427 $ 590,341
Net realized gain (loss) on
investments 264,497 68,000 256,482 (168,625) -
Net change in unrealized
appreciation/depreciation
in fair value of
investments (744,048) (253,871) (851,586) (598,642) -
Employer contributions - - - - -
Participant contributions and
loan repayments 1,684,802 2,272,339 1,428,074 2,271,499 2,351,281
Transfer from Cyprus Amax
Thrift Plan for Hourly
Rated Employees - 2,372,978 - 203,188 6,697,609
Transfer from Cyprus Amax
Thrift Plan for Salaried
Employees 958,113 21,530,906 2,324,065 6,299,522 44,220,349
Transfer from Cyprus Amax
Minerals ESOP - - - - -
Transfer to Cleveland-Cliffs (515,669) (458,509) (466,870) (794,664) (403,453)
Transfers between Plan funds
and loans (242,246) (488,648) 1,747,922 (969,810) 504,584
Employee withdrawals (1,343,398) (1,107,067) (800,627) (1,021,291) (1,570,519)
Interest expense - - - - -
------------------------------------------------------------------------------
Net increase (decrease) 979,584 24,302,199 4,112,800 5,823,604 52,390,192
Net assets available for
benefits
Beginning of year 11,761,466 7,409,537 6,142,221 8,031,931 4,528,175
------------------------------------------------------------------------------
End of year $12,741,050 $31,711,736 $10,255,021 $13,855,535 $56,918,367
==============================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
13
<PAGE>
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
---------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
- -------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1993
----------------------------
<TABLE>
<CAPTION>
FUND INFORMATION
------------------------------------------------------------------------------------------
Leveraged Common Money CIGNA Fidelity
ESOP Stock Market GIC Magellan
Total Fund Fund Fund Fund Fund
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment Income
Interest and dividends $ 7,262,361 $ 3,283,198 $ 1,198,110 $ 2 $ - $ -
Net realized gain on
investments 1,988,663 269,138 1,257,486 - - -
Net change in unrealized
appreciation/depreciation
in fair value of
investments (28,569,314) (23,599,367) (8,050,525) - - -
Employer contributions 7,150,790 7,150,790 - - - -
Participant contributions
and loan repayments 15,185,653 - 2,753,802 - - -
Transfers from (to)
successor trustee - - - (14,583,442) (26,088,187 (15,983,702)
Transfers between Plan funds
and loans - (62,895) 473,671 (694) (656) -
Employee withdrawals (18,249,189) (2,335,134) (4,900,535) - - -
Interest expense (8,677,278) (8,677,278) - - - -
Administrative expenses (6,255) - (6,255) - - -
--------------------------------------------------------------------------------------------------------
Net increase (decrease) (23,914,569) (23,971,548) (7,274,246) (14,584,134) (26,088,843) (15,983,702)
Net assets available for
benefits
Beginning of year 159,285,584 40,812,325 44,101,772 14,584,134 26,088,843 15,983,702
--------------------------------------------------------------------------------------------------------
End of year $135,371,015 $ 16,840,777 $36,827,526 $ - $ - $ -
========================================================================================================
New
Fidelity Prime America Capital Equity
Puritan Participant Reserve Growth Appreciation Index
Fund Loans Fund Fund Fund Fund
--------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C>
Investment Income
Interest and dividends $ - $ - $ 1,093,129 $ 236,849 $ 450,817 $ 172,470
Net realized gain on
investments - - - 38,717 206,511 70,191
Net change in unrealized
appreciation/depreciation
in fair value of
investments - - - 493,450 993,520 365,591
Employer contributions - - - - - -
Participant contributions
and loan repayments - (2,920,759) 5,749,716 1,624,434 1,668,157 1,851,801
Transfers from (to)
successor trustee (9,852,618) - 40,671,629 3,196,740 10,389,407 5,911,571
Transfers between Plan funds
and loans - 4,568,264 (11,850,041) 1,072,498 (953,194) (371,725)
Employee withdrawals - (697,714) (6,383,274) (468,641) (1,257,428) (670,331)
Interest expense - - - - - -
Administrative expenses - - - - - -
--------------------------------------------------------------------------------------------------------
Net increase (decrease) (9,852,618) 949,791 29,281,159 6,194,047 11,497,790 7,329,568
Net assets available for
benefits
Beginning of year 9,852,618 6,334,972 988,282 81,131 263,676 79,969
--------------------------------------------------------------------------------------------------------
End of year $ - $ 7,284,763 $30,269,441 $ 6,275,178 $ 11,761,466 $ 7,409,537
========================================================================================================
International Spectrum Stable
Stock Income Value
Fund Fund Fund
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Income
Interest and dividends $ 140,046 $ 513,105 $ 174,635
Net realized gain on
investments 98,080 48,540 -
Net change in unrealized
appreciation/depreciation
in fair value of
investments 1,132,572 95,445 -
Employer contributions - - -
Participant contributions
and loan repayments 854,037 2,299,895 1,304,370
Transfers from (to)
successor trustee 2,397,555 3,941,047 -
Transfers between Plan funds
and loans 1,866,892 1,678,964 3,578,916
Employee withdrawals (407,809) (598,377) (529,946)
Interest expense - - -
Administrative expenses - - -
----------------------------------------------
Net increase (decrease) 6,081,373 7,978,619 4,528,175
Net assets available for
benefits
Beginning of year 60,848 53,312 -
----------------------------------------------
End of year $ 6,142,221 $ 8,031,931 $ 4,528,175
==============================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
14
<PAGE>
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
---------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1 - Description of the Plan
- --------------------------------
The following description of the Cyprus Amax Minerals Company Savings Plan and
Trust (the "Plan" or the "Savings Plan") provides only general information.
Refer to the Plan document for a more complete description of the Plan's
provisions.
General
- -------
Cyprus Minerals Company ("Cyprus") and AMAX Inc. merged in November 1993,
forming Cyprus Amax Minerals Company ("Cyprus Amax" or the "Company").
Following the merger the name of the Savings Plan was changed from the Cyprus
Minerals Company Savings Plan and Trust to the Cyprus Amax Minerals Company
Savings Plan and Trust.
The Plan is a defined contribution plan maintained by Cyprus Amax for Cyprus
Amax salaried and hourly non-represented employees ("Eligible Employees" or
"Participants"). The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").
Plan Mergers
- ------------
Effective April 1, 1994, the Cyprus Amax Minerals Company Thrift Plan for Hourly
Rated Employees (the "Hourly Plan") was merged into the Plan. Net assets with a
fair value of $15,406,983 were transferred from the Hourly Plan to the Savings
Plan.
The Cyprus Amax Minerals Company Amended and Restated Employee Stock Ownership
Plan ("ESOP") merged into the Plan effective December 1, 1994, and the ESOP
assets with a fair value of $7,930,689 were transferred into the Savings Plan.
Effective December 31, 1994, the Cyprus Amax Minerals Company Thrift Plan for
Salaried Employees (the "Salaried Plan") was also merged into the Plan. The
fair value of the assets transferred into the Plan was $109,727,587.
Leveraged ESOP
- --------------
On February 8, 1990, the Plan was amended to include the features of a leveraged
employee stock ownership plan ("Leveraged ESOP"). The Plan purchased 4,245,810
shares of Cyprus common stock from Cyprus in return for a 20-year $95 million
promissory note bearing an interest rate of 9.75 percent. The shares are held
as collateral under a pledge agreement and are released for allocation to
Participant accounts as principal and interest payments are made. Under the
amended Plan, shares released are used first to replace dividends earned on
allocated shares, and the remainder are allocated to Participants' accounts as
employer contributions (Note 8). Employer contributions to the Plan, along with
dividends earned on both the allocated and unallocated shares, are used to fund
the debt service on the note.
Administration
- --------------
The Plan is administered by the Cyprus Amax Minerals Company Benefits Committee
(the "Plan Administrator"), a committee appointed by Cyprus Amax's Board of
Directors. During 1995, 1994 and most of 1993, Plan administrative expenses
were paid by Cyprus Amax.
15
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
Enrollment
- ----------
Eligible Employees can enroll in the Plan during any month of the year.
Contributions
- -------------
Participants can make contributions of an amount up to sixteen percent of basic
compensation subject to applicable legal limits. Cyprus Amax must contribute to
the Plan sufficient funds to meet any currently maturing debt obligations of the
Plan; however, the Company has stated its intention to continue to contribute an
amount equal to seventy-five percent of the first six percent of each
Participant's contribution ("Matchable Contribution").
Participant rollover contributions are permitted provided all Plan and legal
requirements are satisfied.
Vesting
- -------
Participants are immediately vested in their employee contributions and the
earnings attributable to those contributions. All Participants are immediately
100 percent vested in the employer contributions to the Plan and the earnings
attributable to those contributions.
Loans
- -----
Participants may borrow from their Plan accounts. Loans are paid in the form of
cash and may not exceed a Participant's vested account balance within specified
legal limits. Loan interest rates are based on prime rate plus one percent as
determined on the first business day of the month preceding the month in which a
Participant's written loan request is received by the Plan Administrator. Loan
terms generally vary from a minimum of six months to a maximum of five years
although certain loans grandfathered from the Hourly Plan and Salaried Plan may
have a maximum of fifteen years.
Loan repayments are made regularly through payroll deductions or, for
participants not receiving a paycheck (e.g., on leave of absence), can be
delivered regularly to the Plan Administrator. A Participant may prepay a one-
time single sum of all of the outstanding loan balance.
Distributions
- -------------
Participants may withdraw all or a portion of vested contributions subject to
certain conditions as specified in the Plan document.
Participant Tax Status
- ----------------------
Participant contributions to the Plan may be deferred, at the election of the
Participant, for federal income tax purposes, subject to certain limitations.
Employer contributions and all earnings under the Plan are deferred for federal
income tax purposes. The amounts deferred under the Plan may become subject to
federal income tax when withdrawn. Participants may also choose to make after-
tax contributions to the Plan.
16
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
NOTE 2 - Summary of Significant Accounting Policies
- ---------------------------------------------------
Basis of Accounting
- -------------------
The financial statements of the Plan are prepared on the accrual basis.
Valuation of Assets
- -------------------
Cyprus Amax and Amoco stock are valued at fair market value based on the quoted
market price on the balance sheet date.
Participant loans are valued at principal amount, which approximates fair market
value.
The remaining investments are valued at net asset value based on quoted market
prices.
Transfers of assets into the Plan are shown at fair market value. Participant
cost is recorded as the cost of assets transferred into the Plan. Assets
transferred out of the Plan are reported at market value with the difference
between cost and market reported as realized gains or losses.
NOTE 3 - Investments
- --------------------
Investment Options
- ------------------
Prior to January 1, 1993, Participants could elect to invest their contributions
in combinations of Cyprus common stock, a money market fund (Shearson Lehman
Hutton Tempcash), two diversified equity funds (Fidelity Magellan and Fidelity
Puritan Funds) or a guaranteed investment contract with CIGNA (CIGNA's
Guaranteed Long-Term Account).
Effective January 1, 1993, T. Rowe Price became the provider of recordkeeping,
trustee and investment management services for the Plan. As of that date, seven
T. Rowe Price mutual funds replaced the Shearson Lehman Tempcash Fund, the
Fidelity Magellan and Puritan Funds and the guaranteed investment contract with
CIGNA. Participants may elect to invest their contributions to the Plan in
Cyprus Amax common stock or the following T. Rowe Price funds: a money market
fund (Prime Reserve Fund), a bond fund (Spectrum Income Fund), a portfolio of
guaranteed investment contracts, bank investment contracts and structured
investment contracts (a customized Stable Value Fund) and four equity funds
(Equity Index Fund, Capital Appreciation Fund, International Stock Fund and New
America Growth Fund).
As of December 31, 1995, the number of Participants who held assets in the
various investment options were as follows: 5,700 in Cyprus Amax common stock,
2,914 in the Prime Reserve Fund, 2,221 in the Spectrum Income Fund, 2,294 in the
Stable Value Fund, 2,732 in the Equity Index Fund, 1,997 in the Capital
Appreciation Fund, 1,959 in the International Stock Fund, and 2,488 in the New
America Growth Fund.
Amoco Corporation common stock in the Common Stock Fund is held as an investment
but is not a current investment option. The Amoco Corporation common stock was
transferred from the Employee Savings Plan of Amoco Corporation and
Participating Companies in 1985 when Cyprus became an independent, publicly-
owned company and ceased to be a wholly-owned subsidiary of Amoco Corporation.
17
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
Investments Held
- ----------------
Investments held by the trustee, T. Rowe Price, as of December 31, 1995 and
1994, consisted of the following:
<TABLE>
<CAPTION>
Cost Fair Value
----------- -----------
<S> <C> <C>
December 31, 1995:
Cyprus Amax Minerals Company common stock held in
Leveraged ESOP Fund/(a)/
Shares held under collateral pledge
(2,836,500 shares)/(b)/ $63,466,707 $74,103,563
Shares allocated (903,496.997 shares)/(b)/ 20,215,805 23,603,859
Cyprus Amax Minerals Company common stock held in
Common Stock Fund (2,166,947.130 shares)/(a)(b)/ 51,120,361 56,611,493
Amoco Corporation common stock
(58,519.693 shares)/(a)/ 1,471,738 4,184,158
Participant Loans 10,897,794 10,897,794
Prime Reserve Fund (25,543,763 units)/(b)/ 25,543,763 25,543,763
New America Growth Fund (634,925.808 units)/(b)/ 17,593,386 22,165,260
Capital Appreciation Fund (1,177,358.215 units) 14,517,850 16,094,487
Equity Index Fund (2,364,232.984 units)/(b)/ 31,955,407 40,688,450
International Stock Fund (837,828.765 units) 9,323,479 10,246,646
Spectrum Income Fund (1,388,700.364 units) 14,663,460 15,608,992
Stable Value Fund (51,129,858 units)/(b)/ 51,129,858 51,129,858
------------ ------------
$311,899,608 $350,878,323
============ ============
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
December 31, 1994:
Cyprus Amax Minerals Company common stock held in
Leveraged ESOP Fund/(a)/
Shares held under collateral pledge
(3,089,631 shares)/(b)/ $ 69,130,513 $80,716,610
Shares allocated (767,345.170 shares)/(b)/ 17,169,408 20,046,893
Cyprus Amax Minerals Company common stock held in
Common Stock Fund (2,490,711.519 shares)/(a)(b)/ 57,810,076 65,069,838
Amoco Corporation common stock
(65,420.840 shares)/(a)/ 1,646,189 3,868,007
Participant Loans 12,096,694 12,096,694
Prime Reserve Fund (25,056,190 units)/(b)/ 25,056,190 25,056,190
New America Growth Fund (572,670.165 units)/(b)/ 14,744,047 14,557,276
Capital Appreciation Fund (1,038,092.021 units) 12,311,441 12,560,913
Equity Index Fund (2,398,697.800 units)/(b)/ 31,287,235 31,398,954
International Stock Fund (891,182.111 units) 9,807,195 10,088,182
Spectrum Income Fund (1,347,834.108 units)/(b)/ 14,129,799 13,626,603
Stable Value Fund (56,498,775 units)/(b)/ 56,498,775 56,498,775
------------ ------------
$321,687,562 $345,584,935
============ ============
</TABLE>
/(a)/Investment pays dividends quarterly.
/(b)/Individual investments representing 5 percent or more of net assets
available for benefits as of December 31, 1995 and 1994.
18
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
NOTE 4 - Long-Term Debt
- -----------------------
On February 8, 1990, the Plan borrowed $95 million from Cyprus to purchase
4,245,810 shares of Cyprus common stock. The loan is repaid in quarterly
installments, the minimum of which is outlined in a 20-year debt service
schedule attached to the promissory note. The loan may be repaid in whole or in
part at any time without penalty and is collateralized by the Cyprus Amax stock
held in the Leveraged ESOP Fund. As of December 31, 1995, the loan had been
prepaid in the amount of $9,603,808; in accordance with the promissory note, the
next scheduled maturity will occur in 2000. Shares are released for allocation
to Participants as the loan is repaid.
NOTE 5 - Net Realized Gains (Losses) on Investments
- ---------------------------------------------------
Net realized gains (losses) from investment transactions were as follows:
<TABLE>
<CAPTION>
Capital
Leveraged Common New America Appreciation
ESOP Fund Stock Fund Growth Fund Fund
---------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
1995 Proceeds $3,217,652 $16,083,037 $3,416,587 $3,268,137
Cost 2,612,770 13,354,951 2,710,756 2,926,000
---------- ----------- ---------- ------------
Net gain $ 604,882 $ 2,728,086 $ 705,831 $ 342,137
========== =========== ========== ============
1994 Proceeds $4,969,297 $10,156,309 $1,085,688 $1,209,329
Cost 4,111,981 7,673,065 1,097,786 944,832
---------- ----------- ---------- ------------
Net gain (loss) $ 857,316 $ 2,483,244 $ (12,098) $ 264,497
========== =========== ========== ============
1993 Proceeds $2,400,402 $ 7,462,096 $1,096,606 $3,067,416
Cost 2,131,264 6,204,610 1,057,889 2,860,905
---------- ----------- ---------- ------------
Net gain $ 269,138 $ 1,257,486 $ 38,717 $ 206,511
========== =========== ========== ============
</TABLE>
<TABLE>
<CAPTION>
Equity International Spectrum
Index Fund Stock Fund Income Fund
---------- ----------- -------------
<S> <C> <C> <C> <C>
1995 Proceeds $5,893,704 $ 3,923,476 $2,500,994
Cost 4,632,107 3,813,959 2,385,079
---------- ----------- ----------
Net gain $1,261,597 $ 109,517 $ 115,915
========== =========== ==========
1994 Proceeds $1,000,834 $ 1,178,164 $1,663,269
Cost 932,834 921,682 1,831,894
---------- ----------- ----------
Net gain (loss) $ 68,000 $ 256,482 $ (168,625)
========== =========== ==========
1993 Proceeds $2,154,009 $ 806,176 $1,802,614
Cost 2,083,818 708,096 1,754,074
---------- ----------- ----------
Net gain $ 70,191 $ 98,080 $ 48,540
========== =========== ==========
</TABLE>
The cost of investments sold or transferred is determined on a Participant level
by the average cost method. Included in the Common Stock Fund are Cyprus Amax
common stock net realized gains of $2,463,761, $2,065,952, and $935,001, in
1995, 1994, and 1993, respectively.
19
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
NOTE 6 - Unrealized Appreciation of Investments
- -----------------------------------------------
Net unrealized appreciation of investments amounted to $38,978,715 and
$23,897,373 at December 31, 1995 and 1994, respectively. The change in net
unrealized appreciation resulted in a Plan gain of $15,082,276 in 1995 and Plan
losses of $4,049,128 and $28,569,314 in 1994 and 1993, respectively.
NOTE 7 - Transfer of Assets to Other Plans
- ------------------------------------------
On October 31, 1995, Cyrus Amax sold its Cleveland and Coldwater operations to
CSM Industries, Inc. The fair value of assets transferred out of the Savings
Plan as a result of this sale was $5,514,660.
On September 30, 1994, Cyprus Amax sold its Northshore iron ore mine and
processing facilities to Cleveland-Cliffs Inc. Assets transferred out of the
Savings Plan as a result of this sale had a fair value of $7,006,768.
NOTE 8 - Allocation of Cyprus Amax Stock Held in Leveraged ESOP Fund
- --------------------------------------------------------------------
Shares of Cyprus Amax Minerals Company common stock allocated to participants
were 252,672 and 247,279 in 1995 and 1994, respectively. Dividend replacement
shares were allocated to all Participants who held allocated shares on the ex-
dividend date. The number of shares allocated as dividend replacement shares
was determined by the closing price of Cyprus Amax common stock on the dividend
payment date and amounted to 23,421 in 1995 and 23,463 in 1994. Additional
shares allocated to Participants as employer contributions based upon their
proportion of Matchable Contributions for the appropriate quarters were 186,341
and 163,453 in 1995 and 1994, respectively. A portion of the shares allocated
for 1995 (46,390 shares) was released by the employer contribution made on
January 18, 1996, which is reflected as a receivable at December 31, 1995. The
portion of shares allocated for 1994 which was reflected as a receivable at
December 31, 1994, was 38,372 shares.
All shares were allocated to Participants at their original cost to the Plan of
$22.375 per share.
NOTE 9 - Tax Status
- -------------------
Cyprus Amax received a favorable determination letter from the Internal Revenue
Service as to the qualified status of the Plan on October 12, 1995. Since the
Plan continues to fulfill the requirements of a qualified plan, the trust which
forms a part of the Plan is not subject to tax. Accordingly, no provision for
federal or state income taxes has been provided.
NOTE 10 - Plan Amendments
- -------------------------
On May 5, 1995, Cyprus Amax entered into an agreement with its affiliate, Amax
Gold Inc. ("AGI"). This agreement, which has an effective date of March 1,
1994, states that both the Savings Plan and the Thrift Plan for Employees of
Amax Gold Inc. and Its Subsidiaries will recognize the service of an employee
transferred from the other company for purposes of eligibility, vesting, and
entitlement to share in Company contributions.
20
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
Cyprus Amax restated its Plan document as of January 1, 1995, to reflect the
merger of the Salaried Plan into the Plan as of December 31, 1994, and to make
certain changes required by the Internal Revenue Service for its favorable
determination letter.
NOTE 11 - Subsequent Events
- ---------------------------
Effective April 1, 1996, the Capital Appreciation Fund and the New America
Growth Fund were eliminated as investment options under the Plan. As of that
date, the following new investment options became available to Participants
under the Plan: the Equity Income Fund, the New Horizons Fund, the Spectrum
Growth Fund, and the Science and Technology Fund. On October 1, 1996, the
balances remaining in the Capital Appreciation Fund and the New America Growth
Fund will be transferred to the Equity Income Fund and the New Horizons Fund,
respectively.
NOTE 12 - Differences Between Financial Statements and Form 5500
- ----------------------------------------------------------------
Gains (losses) on the sale of investments as reported in the statements of
changes in net assets available for benefits have been determined on a
participant level using the average cost method. For purposes of the Department
of Labor's Form 5500, gains (losses) on such sales have been calculated based
upon the market value at the beginning of the Plan year in accordance with the
requirements of the Form 5500.
21
<PAGE>
SUMMARY ANNUAL REPORT
for
Cyprus Amax Minerals Company
Savings Plan and Trust
This is a summary of the annual report for:
The Cyprus Amax Minerals Company Savings Plan and Trust (the Plan).
Plan Sponsor: Cyprus Amax Minerals Company
Employer ID Number: 36-2684040
Plan Number: 002
For the period covering: January 1 - December 31, 1995
The annual report has been filed with the Internal Revenue Service, as required
under the Employee Retirement Income Security Act of 1974 (ERISA).
Basic Financial Statement
- -------------------------
Benefits under the Plan are provided by a trust with T. Rowe Price serving as
trustee.
Plan expenses were $50,139,971. These expenses included $41,907,309 in benefits
paid to participants and beneficiaries and $8,232,662 in other expenses. A
total of 6,634 persons were participants in or beneficiaries of the Plan at the
end of the Plan year.
The value of Plan assets, after subtracting liabilities of the Plan, was
$269,134,304 as of the end of the Plan year, compared to $261,724,111 as of the
beginning of the Plan year. During the period of January 1 to December 31,
1995, the Plan experienced an increase in its net assets of $7,410,193. This
increase includes unrealized appreciation in the value of the Plan's assets;
that is, the difference between the value of the Plan's assets at the end of the
year and the value of the assets at the beginning of the year, or the cost of
assets acquired during the year.
The Plan had total income of $57,550,164 including employer contributions of
$8,195,235, employee contributions of $18,924,556, gains of $5,867,965 from the
sale of assets, a gain of $15,082,276 due to the change in unrealized
appreciation, other earnings from investment of $14,994,792, and a transfer to
another plan of $5,514,660.
22
<PAGE>
Summary Annual Report for
CYPRUS AMAX MINERALS COMPANY
Savings Plan and Trust
Page 2
YOUR RIGHTS TO ADDITIONAL INFORMATION
-------------------------------------
You have a right to receive a copy of the full annual report, or any part
thereof, on request. The items below are included in the report:
1. An independent accountant's report;
2. Assets held for investment;
3. Loans or other obligations in default and;
4. Transactions in excess of 5 percent of plan assets
To obtain a copy of the full annual report, or any part thereof, write or call
the office of the Savings Plan Administrator, 9100 East Mineral Circle,
Englewood, Colorado 80112, telephone (303) 643-5259. The charge to cover
copying costs will be $1.50 for the full annual report, or $.25 per page for any
part thereof.
You also have the right to receive from the Plan Administrator, on request and
at no charge, a statement of the assets and liabilities of the Plan and
accompanying notes, or a statement of income and expenses of the Plan and
accompanying notes, or both. If you request a copy of the full annual report
from the Plan Administrator, these two statements and accompanying notes will be
included as part of the report. The charge to cover copying costs given above
does not include a charge for the copying of these portions of the report
because these portions are furnished without charge.
You also have the legally protected right to examine the annual report at the
main office of the Plan, 9100 East Mineral Circle, Englewood, Colorado 80112,
and at the U.S. Department of Labor in Washington, D.C., or to obtain a copy
from the U.S. Department of Labor upon payment of copying costs. Requests to the
Department should be addressed to: Secretary of Labor, Room N-5644, U.S.
Department of Labor Building, 200 Constitution Avenue, N.W., Washington, D.C.
20210.
Cyprus Amax Minerals Company
Plan Sponsor
EIN: 36-2684040
23
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the the Registration
Statements on Form S-8 (No. 33-1600, 33-22939 and 33-53792) of the Cyprus Amax
Minerals Company Savings Plan and Trust of our report dated June 14, 1996,
appearing on page 9 of this Amendment Number 1 to the Annual Report on Form 10-
K of Cyprus Amax Minerals Company for the year ended December 31, 1995.
PRICE WATERHOUSE LLP
Denver, Colorado
June 26, 1996
24
<PAGE>
CYPRUS AMAX MINERALS COMPANY
----------------------------
THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
-----------------------------------------
FINANCIAL STATEMENTS
--------------------
DECEMBER 31, 1995 AND 1994
--------------------------
25
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
June 14, 1996
To the Participants and Administrator of the
Cyprus Amax Minerals Company Thrift Plan for Bargaining Unit Employees
In our opinion, the accompanying statements of net assets available for benefits
with Fund Information and the related statement of changes in net assets
available for benefits with Fund Information present fairly, in all material
respects, the net assets available for benefits of the Cyprus Amax Minerals
Company Thrift Plan for Bargaining Unit Employees (the "Plan") at December 31,
1995 and 1994, and the changes in its net assets available for benefits for the
year ended December 31, 1995, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Plan's
management; our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in Schedules I,
II, and III is presented for purposes of additional analysis and is not a
required part of the basic financial statements, but is additional information
required by ERISA. The Fund Information in the statements of net assets
available for benefits and the statement of changes in net assets available for
benefits is presented for purposes of additional analysis rather than to present
the net assets available for benefits and the changes in net assets available
for benefits of each fund. The supplemental schedules and Fund Information have
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements.
Price Waterhouse LLP
Denver, Colorado
26
<PAGE>
CYPRUS AMAX MINERALS COMPANY THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
----------------------------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
--------------------------------------------------------------------
DECEMBER 31, 1995
-----------------
<TABLE>
<CAPTION>
FUND INFORMATION
------------------------------------------------------------------------------
New
Common Prime America Capital Equity
Stock Participant Reserve Growth Appreciation Index
Total Fund Loans Fund Fund Fund Fund
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
- ------
Investments
Common Stock
Cyprus Amax Minerals $ 598,804 $598,804 $ - $ - $ - $ - $ -
Mutual Funds 1,672,471 - - 3,539 64,011 66,852 394,071
Participant Loans 189,241 - 189,241 - - - -
Receivables
Employer contributions 8,122 8,122 - - - - -
Participant contributions
and loan repayments 25,013 624 (7,372) 594 1,345 1,588 6,238
------------------------------------------------------------------------------------------
Net assets available for benefits $2,493,651 $607,550 $181,869 $4,133 $65,356 $68,440 $400,309
==========================================================================================
International Spectrum Stable
Stock Income Value
Fund Fund Fund
- --------------------------------------------------------------------------------
<C> <C> <C>
Assets
- ------
Investments
Common Stock
Cyprus Amax Minerals $ - $ - $ -
Mutual Funds 37,201 19,874 1,086,923
Participant Loans - - -
Receivables
Employer contributions - - -
Participant contributions and
loan repayments 1,437 231 20,328
-------------------------------------------
$38,638 $20,105 $1,107,251
===========================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
27
<PAGE>
CYPRUS AMAX MINERALS COMPANY THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
----------------------------------------------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
---------------------------------------------------------------------
DECEMBER 31, 1994
-----------------
<TABLE>
<CAPTION>
FUND INFORMATION
----------------------------------------------------------------------------
New
Common Prime America Capital Equity
Stock Participant Reserve Growth Appreciation Index
Total Fund Loans Fund Fund Fund Fund
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
- ------
Investments
Common Stock
Cyprus Amax Minerals $ 517,865 $517,865 $ - $ - $ - $ - $ -
Mutual Funds 1,370,622 - - 480 36,758 37,963 284,248
Participant Loans 139,051 - 139,051 - - - -
Receivables
Employer contributions 7,504 7,504 - - - - -
Participant contributions and
loan repayments 28,568 1,012 - 69 869 918 4,115
------------------------------------------------------------------------------------------
Net assets available for benefits $2,063,610 $526,381 $139,051 $549 $37,627 $38,881 $288,363
==========================================================================================
International Spectrum Stable
Stock Income Value
Fund Fund Fund
- -----------------------------------------------------------------------------
<C> <C> <C>
Assets
- ------
Investments
Common Stock
Cyprus Amax Minerals $ - - -
Mutual Funds 35,615 11,344 964,214
Participant Loans - - -
Receivables
Employer contributions - - -
Participant contributions and
loan repayments 461 197 20,927
-------------------------------------------
Net assets available for benefits $36,076 $11,541 $985,141
===========================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
28
<PAGE>
<TABLE>
<CAPTION>
CYPRUS AMAX MINERALS COMPANY THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
----------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
-------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1995
----------------------------
FUND INFORMATION
------------------------------------------------------------------------------
New
Common Prime America Capital Equity
Stock Participant Reserve Growth Appreciation Index
Total Fund Loan Fund Fund Fund Fund
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income
Interest and dividends $ 105,853 $ 16,814 $ - $ 82 $ 3,054 $ 5,229 $ 15,389
Net realized gains on
investments 14,192 5,200 - - 675 17 7,076
Net change in unrealized
appreciation/depreciation
in fair value of
investments 97,364 (7,498) - - 14,319 4,919 81,977
Employer contributions 80,345 80,345 - - - - -
Participant contributions
and loan repayments 247,839 9,026 (74,418) 3,502 11,887 14,011 53,408
Transfers between Plan funds
and loans - 3,420 120,946 - (2,206) 5,383 (33,981)
Employee withdrawals (115,552) (26, 138) (3,710) - - - (11,923)
-------------------------------------------------------------------------------------------
Net increase 430,041 81,169 42,818 3,584 27,729 29,559 111,946
Net assets available for
benefits:
Beginning of year 2,063,610 526,381 139,051 549 37,627 38,881 288,363
-------------------------------------------------------------------------------------------
End of year $2,493,651 $ 607,550 $181,869 $4,133 $65,356 $68,440 $400,309
============================================================================================
FUND INFORMATION
- --------------------------------------------------------------------------------------------------
International Spectrum Stable
Stock Income Value
Fund Fund Fund
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Income
Interest and dividends $ 1,120 $ 1,079 $ 63,086
Net realized gains on
investments 1,224 - -
Net change in unrealized
appreciation/depreciation
in fair value of
investments 2,106 1,541 -
Employer contributions - - -
Participant contributions
and loan repayments 12,375 2,297 215,751
Transfers between Plan funds
and loans (14,263) 3,647 (82,946)
Employee withdrawals - - (73,781)
-------------------------------------------------------------------
Net increase 2,562 8,564 122,110
Net assets available for
benefits:
Beginning of year 36,076 11,541 985,141
-------------------------------------------------------------------
End of year $38,638 $20,105 $1,107,251
===================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements
29
<PAGE>
CYPRUS AMAX MINERALS COMPANY
----------------------------
THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
-----------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1 - Description of the Plan
- --------------------------------
The following description of the Cyprus Amax Minerals Company Thrift Plan for
Bargaining Unit Employees (the "Plan" or the "Bargaining Plan") provides only
general information. Refer to the Plan document for a more complete description
of the Plan's provisions.
General
- -------
The Plan was established by AMAX Inc. ("AMAX") in 1965 for the benefit of
certain collective bargaining unit hourly employees of AMAX, its divisions and
its participating subsidiaries, who have completed one year of service and have
attained the age of 18 ("Eligible Employees" or "Participants"). Cyprus
Minerals Company ("Cyprus") and AMAX merged in November 1993, forming Cyprus
Amax Minerals Company ("Cyprus Amax" or the "Company"). Following the merger
the name of the Bargaining Plan was changed to the Cyprus Amax Minerals Company
Thrift Plan for Bargaining Unit Employees. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974, as amended
("ERISA").
Administration
- --------------
The Plan is administered by the Cyprus Amax Minerals Company Benefits Committee
(the "Plan Administrator"), a committee appointed by Cyprus Amax's Board of
Directors. During 1995, Plan administrative expenses were paid by Cyprus Amax.
Enrollment
- ----------
Eligible Employees can enroll in the Plan during any month of the year.
Contributions
- -------------
Participants may contribute a basic amount of 1% to 6% of compensation to the
Plan. These basic contributions are made on an after-tax basis, a tax-deferred
basis, or a combination of the two. Participants making basic contributions of
6% of compensation may make unmatched supplemental contributions up to an
additional 10% of compensation. The Company contributes an amount to the Common
Stock Fund equal to 50% of each participant's basic contribution.
Participant rollover contributions are permitted provided all Plan and legal
requirements are satisfied.
Vesting
- -------
Participants are immediately vested in their employee contributions, the
earnings attributable to those contributions, and the earnings attributable to
employer contributions. Participants are vested with respect to employer
matching contributions to the Plan at a rate of 25% after two years of service,
50% after three years of service, 75% after four years of service, and 100%
after five years of service. Participants also become fully vested in employer
contributions upon their death, attainment of age 65, total and permanent
disability, permanent layoff, change in control, and/or Plan termination.
30
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
Forfeitures
- -----------
Participants who terminate employment before becoming fully vested forfeit the
non-vested portion of their Company match. These forfeitures are used to reduce
the contributions required to be made by the Company in accordance with the
Plan.
Loans
- -----
Participants may borrow from their Plan accounts. Loans are paid in the form of
cash and may not exceed a Participant's vested account balance within specified
legal limits. Loan interest rates are based on prime rate plus one percent as
determined on the first business day of the month preceding the month in which a
Participant's written loan request is received by the Plan Administrator. Loan
terms vary from a minimum of six months to a maximum of five years.
Loan repayments are made regularly through payroll deductions or, for
Participants not receiving a paycheck (e.g., on leave of absence), can be
delivered regularly to the Plan Administrator. A Participant may prepay a one-
time single sum of all of the outstanding loan balance.
Distributions
- -------------
Participants may withdraw all or a portion of vested contributions subject to
certain conditions as specified in the Plan document.
Participant Tax Status
- ----------------------
Participant contributions to the Plan may be deferred, at the election of the
Participant, for federal income tax purposes, subject to certain limitations.
Employer contributions and all earnings under the Plan are deferred for federal
income tax purposes. The amounts deferred under the Plan may become subject to
federal income tax when withdrawn. Participants may also choose to make after-
tax contributions to the Plan.
NOTE 2 - Summary of Significant Accounting Policies
- ---------------------------------------------------
Basis of Accounting
- -------------------
The financial statements of the Plan are prepared on the accrual basis.
Valuation of Assets
- -------------------
Cyprus Amax stock is valued at fair market value based on the quoted market
price on the balance sheet date.
Participant loans are valued at principal amount, which approximates fair market
value.
The remaining investments are valued at net asset value based on quoted market
prices.
Transfers of assets into the Plan are shown at fair market value. Assets
transferred out of the Plan are reported at market value with the difference
between cost and market reported as realized gains or losses.
31
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
----------------------------
NOTE 3 - Investments
- --------------------
Investment Options
- ------------------
Prior to April 1, 1994, Participants could elect to invest their contributions
in combinations of the following funds: a portfolio of guaranteed investment
contracts and group annuity contracts (the Guaranteed Income Fund), a bond fund
(the Fidelity Institutional Trust U.S. Bond Index Fund), a growth fund (the
Fidelity Mt. Vernon Street Trust Growth Fund), or a diversified equity fund (the
Fidelity U.S. Equity Index Fund).
Effective April 1, 1994, the Plan's sponsor, Cyprus Amax, elected to change the
Plan's trustee and recordkeeper from U.S. Trust and Buck Consultants,
respectively, to T. Rowe Price. The Plan assets invested with Fidelity were
liquidated and transferred to T. Rowe Price, where they were invested in similar
T. Rowe Price funds. Beginning in April 1994, Participants could elect to
invest their contributions to the Plan in Cyprus Amax common stock or the
following T. Rowe Price funds: a money market fund (Prime Reserve Fund), a bond
fund (Spectrum Income Fund), a portfolio of guaranteed investment contracts,
bank investment contracts and structured investment contracts (Stable Value
Fund), and four equity funds (Equity Index Fund, Capital Appreciation Fund,
International Stock Fund, and New America Growth Fund). All Company
contributions are invested in Cyprus Amax common stock.
As of December 31, 1995, the number of Participants who held assets in the
various investment options were as follows: 134 in Cyprus Amax common stock, 7
in the Prime Reserve Fund, 6 in the Spectrum Income Fund, 119 in the Stable
Value Fund, 59 in the Equity Index Fund, 17 in the Capital Appreciation Fund, 12
in the International Stock Fund, and 17 in the New America Growth Fund.
Investments Held
- ----------------
Investments held by the trustee, T. Rowe Price, as of December 31, 1995 and
1994, consisted of the following:
<TABLE>
<CAPTION>
Cost Fair Value
---------- ----------
<S> <C> <C>
December 31, 1995:
Cyprus Amax common stock held in
Common Stock Fund (22,920.723 shares)/(a)(b)/ $ 563,205 $ 598,804
Participant Loans 189,241 189,241
Prime Reserve Fund (3,539 units) 3,539 3,539
New America Growth Fund (1,833.603 units) 51,263 64,011
Capital Appreciation Fund (4,890.412 units) 64,003 66,852
Equity Index Fund (22,897.826 units)/(b)/ 309,647 394,071
International Stock Fund (3,041.753 units) 36,771 37,201
Spectrum Income Fund (1,768.152 units) 18,803 19,874
Stable Value Fund (1,086,923 units)/(b)/ 1,086,923 1,086,923
---------- ----------
$2,323,395 $2,460,516
========== ==========
</TABLE>
32
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
<TABLE>
<CAPTION>
Cost Fair Value
---------- ----------
<S> <C> <C>
December 31, 1994:
Cyprus Amax common stock held in
Common Stock Fund (19,822.609 shares)/(a)(b)/ $ 474,769 $ 517,865
Participant Loans 139,051 139,051
Prime Reserve Fund (480 units) 480 480
New America Growth Fund (1,446.080 units) 38,330 36,758
Capital Appreciation Fund (3,137.514 units) 40,033 37,963
Equity Index Fund (21,714.932 units) /(b)/ 281,800 284,248
International Stock Fund (3,146.082 units) 37,290 35,615
Spectrum Income Fund (1,122.132 units) 11,814 11,344
Stable Value Fund (964,214 units)/(b)/ 964,214 964,214
---------- ----------
$1,987,781 $2,027,538
========== ==========
</TABLE>
/(a)/Investment pays dividends quarterly.
/(b)/Individual investments representing 5% or more of net assets available for
benefits as of December 31, 1995 and 1994.
NOTE 4 - Net Realized Gains on Investments
- ------------------------------------------
Net realized gains from investment transactions were as follows:
<TABLE>
<CAPTION>
Common New America Capital
Stock Growth Appreciation
Fund Fund Fund
---------- ----------- ------------
<S> <C> <C> <C> <C>
1995 Proceeds $42,936 $ 6,399 $ 1,559
Cost 37,736 5,724 1,542
------- ------- ------------
Net gain $ 5,200 $ 675 $ 17
======= ======= ============
Equity International
Index Stock
Fund Fund
---------- --------------
1995 Proceeds $57,035 $16,803
Cost 49,959 15,579
------- -------
Net gain $ 7,076 $ 1,224
======= =======
</TABLE>
The cost of investments sold or transferred is determined on a Participant level
by the average cost method.
33
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------------------
NOTE 5 - Unrealized Appreciation of Investments
- -----------------------------------------------
Net unrealized appreciation of investments amounted to $137,121 and $39,757 at
December 31, 1995 and 1994, respectively. The change in net unrealized
appreciation resulted in a Plan gain of $97,364 in 1995.
NOTE 6 - Tax Status
- -------------------
Cyprus Amax received a favorable determination letter dated September 11, 1995,
from the Internal Revenue Service as to the qualified status of the Plan. Since
the Plan continues to fulfill the requirements of a qualified plan, the Plan is
not subject to tax. Accordingly, no provision for federal or state income taxes
has been provided.
NOTE 7 - Plan Amendments
- ------------------------
Effective April 1, 1994, the Plan was amended to provide that: (i) participants
may make contributions up to a maximum of 16% of their base pay; (ii) certain
provisions be grandfathered (e.g., distribution options for March 31, 1994,
account balances and multiple loans outstanding as of December 31, 1993); (iii)
participants may make two in-service withdrawals per year of both matched and
unmatched after-tax contributions, one withdrawal per year of rollover
contributions and one withdrawal per year of Company contributions; and (iv)
investment fund options available for employee contributions include seven T.
Rowe Price mutual funds and Cyprus Amax common stock.
NOTE 8 - Subsequent Events
- --------------------------
Effective April 1, 1996, the Capital Appreciation Fund and the New America
Growth Fund were eliminated as investment options under the Plan. As of that
date, the following new investment options became available to Participants
under the Plan: the Equity Income Fund, the New Horizons Fund, the Spectrum
Growth Fund, and the Science and Technology Fund. On October 1, 1996, the
balances remaining in the Capital Appreciation Fund and the New America Growth
Fund will be transferred to the Equity Income Fund and the New Horizons Fund,
respectively.
NOTE 9 - Differences Between Financial Statements and Form 5500
- ---------------------------------------------------------------
Gains (losses) on the sale of investments as reported in the statements of
changes in net assets available for benefits have been determined using the
average cost method. For purposes of the Department of Labor's Form 5500, gains
(losses) on such sales have been calculated based upon the market value at the
beginning of the Plan year in accordance with the requirements of the Form 5500.
34
<PAGE>
SCHEDULE I
CYPRUS AMAX MINERALS COMPANY
----------------------------
THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
-----------------------------------------
ASSETS HELD FOR INVESTMENT
--------------------------
DECEMBER 31, 1995
-----------------
<TABLE>
<CAPTION>
Party In Description Historical Current
Interest Issuer of Investment Cost Value
- -------- ------------ ------------- ---------- ----------
<S> <C> <C> <C> <C>
Yes Cyprus Amax Cyprus Amax $ 563,205 $ 598,804
Minerals Minerals
Company Company
common
stock
No par value
Yes Participant Interest 189,241 189,241
Loans rate:
6.0% - 11.5%
Yes T. Rowe Prime 3,539 3,539
Price Reserve Fund
Yes T. Rowe New America 51,263 64,011
Price Growth
Fund
Yes T. Rowe Capital 64,003 66,852
Price Appreciation
Fund
Yes T. Rowe Equity Index 309,647 394,071
Price Fund
Yes T. Rowe International 36,771 37,201
Price Stock Fund
Yes T. Rowe Spectrum 18,803 19,874
Price Income Fund
Yes T. Rowe Stable Value 1,086,923 1,086,923
Price Fund
</TABLE>
35
<PAGE>
<TABLE>
<CAPTION>
CYPRUS AMAX MINERALS COMPANY THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES SCHEDULE II
----------------------------------------------------------------------
LOANS OR FIXED-INCOME OBLIGATIONS IN DEFAULT
--------------------------------------------
DECEMBER 31, 1995
-----------------
Amount Received Unpaid
Original During Reporting Year Balance Amount Overdue
Party in Identity and Address Amount --------------------- at End Detailed Description --------------
Interest of Obligor of loan Principal Interest of Year of Loan Principal Interest
- -------- --------------------- ------- --------------------- --------- -------------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
NONE
</TABLE>
36
<PAGE>
SCHEDULE III
CYPRUS AMAX MINERALS COMPANY THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
----------------------------------------------------------------------
ITEM 27d - REPORTABLE TRANSACTIONS IN EXCESS OF
------------------------------------------------
5 PERCENT OF THE CURRENT VALUE OF PLAN ASSETS
---------------------------------------------
YEAR ENDED DECEMBER 31, 1995
----------------------------
<TABLE>
<CAPTION>
Current Value
Total of Asset on
Purchase Selling Cost of Transaction Net Gain
Description of Assets Price Price Asset Date on Sales
- --------------------------------- ---------- ---------- ---------- ------------------ -------------
<S> <C> <C> <C> <C> <C>
Cyprus Amax Common Stock $ 126,172 $ - $ 126,172 $ 126,172 $ -
Cyprus Amax Common Stock 37,736 42,937 37,736 42,937 5,201
T. Rowe Price Stable Value Fund 63,021 - 63,021 63,021 -
T. Rowe Price Stable Value Fund 1,027,236 1,027,236 1,027,236 1,027,236 -
T. Rowe Price Stable Value Fund 1,260,890 - 1,260,890 1,260,890 -
T. Rowe Price Stable Value Fund 173,967 173,967 173,967 173,967 -
T. Rowe Price Equity Index Fund 77,806 - 77,806 77,806 -
T. Rowe Price Equity Index Fund 49,959 57,035 49,959 57,035 7,076
</TABLE>
37
<PAGE>
SUMMARY ANNUAL REPORT
for
Cyprus Amax Minerals Company
Thrift Plan for Bargaining Unit Employees
This is a summary of the annual report for:
The Cyprus Amax Minerals Company Thrift Plan for Bargaining Unit Employees
(the Plan).
Plan Sponsor: Cyprus Amax Minerals Company
Employer ID Number: 36-2684040
Plan Number: 002
For the period covering: January 1 - December 31, 1995
The annual report has been filed with the Internal Revenue Service, as required
under the Employee Retirement Income Security Act of 1974 (ERISA).
Basic Financial Statement
- -------------------------
Benefits under the Plan are provided by a trust with T. Rowe Price serving as
trustee.
Plan expenses were $115,552. These expenses related to benefits paid to
participants and beneficiaries. A total of 135 persons were participants in or
beneficiaries of the Plan at the end of the Plan year.
The value of Plan assets, after subtracting liabilities of the Plan, was
$2,493,651 as of the end of the Plan year, compared to $2,063,610 as of the
beginning of the Plan year. During the period of January 1 to December 31,
1995, the Plan experienced an increase in its net assets of $430,041. This
increase includes unrealized appreciation in the value of the Plan's assets;
that is, the difference between the value of the Plan's assets at the end of the
year and the value of the assets at the beginning of the year, or the cost of
assets acquired during the year.
The Plan had total income of $545,593 including employer contributions of
$80,345, employee contributions of $247,839, gains of $14,192 from the sale of
assets, a gain of $97,364 due to the change in unrealized appreciation and other
earnings from investment of $105,853.
YOUR RIGHTS TO ADDITIONAL INFORMATION
-------------------------------------
You have a right to receive a copy of the full annual report, or any part
thereof, on request. The items below are included in the report:
1. An independent accountant's report;
2. Assets held for investment;
3. Loans or other obligations in default;
4. Transactions in excess of 5 percent of plan assets;
38
<PAGE>
Summary Annual Report for
CYPRUS AMAX MINERALS COMPANY
Thrift Plan for Bargaining Unit Employees
Page 2
To obtain a copy of the full annual report, or any part thereof, write or call
the office of the Savings Plan Administrator, 9100 East Mineral Circle,
Englewood, Colorado 80112, telephone (303) 643-5259. The charge to cover
copying costs will be $1.50 for the full annual report, or $.25 per page for any
part thereof.
You also have the right to receive from the Plan Administrator, on request and
at no charge, a statement of the assets and liabilities of the Plan and
accompanying notes, or a statement of income and expenses of the Plan and
accompanying notes, or both. If you request a copy of the full annual report
from the Plan Administrator, these two statements and accompanying notes will be
included as part of the report. The charge to cover copying costs given above
does not include a charge for the copying of these portions of the report
because these portions are furnished without charge.
You also have the legally protected right to examine the annual report at the
main office of the Plan, 9100 East Mineral Circle, Englewood, Colorado 80112,
and at the U.S. Department of Labor in Washington, D.C., or to obtain a copy
from the U.S. Department of Labor upon payment of copying costs. Requests to the
Department should be addressed to: Secretary of Labor, Room N-5644, U.S.
Department of Labor Building, 200 Constitution Avenue, N.W., Washington, D.C.
20210.
Cyprus Amax Minerals Company
Plan Sponsor
EIN: 36-2684040
39
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-61141) of the Cyprus Amax Minerals Company Thrift
Plan for Bargaining Unit Employees of our report dated June 14, 1996, appearing
on page 26 of this Amendment Number 1 to the Annual Report on Form 10-K of
Cyprus Amax Minerals Company for the year ended December 31, 1995.
PRICE WATERHOUSE
Denver, Colorado
June 26, 1996
40
