UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 16 )
AMAX GOLD INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
02312010
(CUSIP Number)
Philip C. Wolf
Senior Vice President,
General Counsel and Secretary
Cyprus Amax Minerals Company
9100 East Mineral Circle
Englewood, Colorado 80112
(303) 643-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
JUNE 23, 1997
(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 12 pages
<PAGE>
CUSIP No. 02312010 SCHEDULE 13D Page 2 of 12 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 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 33,669,617 See Item 5.
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
46,688,709 See Item 5.
9 SOLE DISPOSITIVE POWER
33,669,617 See Item 5.
10 SHARED DISPOSITIVE POWER
46,688,709 See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,358,326 See Items 4 and 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 63.0%, based upon 114,765,445 shares of Common Stock
outstanding at June 30, 1997 and giving effect to the issuance of
12,099,213 shares and 751,458 shares of Common Stock as described in
Item 5.
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP No. 02312010 SCHEDULE 13D Page 3 of 12 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 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING
PERSON
WITH
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 27.3%, based upon 114,765,445 shares of Common Stock
outstanding at June 30, 1997.
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP No. 02312010 SCHEDULE 13D Page 4 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cyprus Gold Company 84-1066296
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 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
15,375,000 See Item 5.
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
15,375,000 See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,375,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 13.4%, based upon 114,765,445 shares of Common Stock
outstanding at June 30, 1997.
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP No. 02312010 SCHEDULE 13D Page 5 of 12 Pages
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.
Item 4 is amended further by the addition of the following:
On June 23, 1997, Cyprus Gold Company, an indirect wholly owned subsidiary
of Cyprus Amax, acquired 3,585,526 shares of Common Stock of the Issuer in
connection with the sale of Cyprus Magadan Gold Corporation to the Issuer and
the payment of the second and last installment of the purchase price. The
second payment was triggered by the achievement of commercial production at
the Kubaka mine. The number of shares issued by the Issuer for the purchase
totals 15,375,000, and was reduced in connection with the settlement of a
purported shareholder derivative lawsuit related to the acquisition.
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 27.3% of the outstanding shares of Common
Stock of the Issuer (based on 114,765,445 shares of Common Stock outstanding as
of June 30, 1997).
(a) Cyprus Amax beneficially owns 80,358,326 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 63.0% 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 114,765,445 shares of
Common Stock outstanding as of June 30, 1997).
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 27.3%
of the outstanding shares of Common Stock of the Issuer (based on 114,765,445
shares of Common Stock outstanding as of June 30, 1997).
<PAGE>
The penultimate paragraph added by Amendment No. 14 to Schedule 13D to
Item 5 is amended and restated in its entirety as follows:
(a) Cyprus Gold Company is an indirect wholly owned subsidiary of Cyprus
Amax. As a result, each of them beneficially owns the 15,375,000 shares of
Common Stock of the Issuer held of record by Cyprus Gold Company, representing
approximately 13.4% of the outstanding shares of Common Stock of the Issuer
(based on 114,765,445 shares of Common Stock outstanding as of June 30, 1997).
Item 5 is further amended by the addition of the following:
(a)(c) To the best knowledge of the reporting persons, there have been no
other transactions in the Common Stock during the past 60 days by Cyprus
Amax, Amax Energy Inc., Cyprus Gold Company or the persons listed on Schedule I
hereto, except as set forth below:
<TABLE>
<CAPTION>
NAME DATE SHARES ACQUIRED PRICE PER SHARE TRANSACTION
<S> <C> <C> <C> <S>
ALLEN BORN 6/18/97 163 $6.125 Phantom Stock acquired through the
Issuer's Non-Employee Director
Deferred Compensation Plan
6/30/97 612 $6.125 Phantom Stock acquired through the
Issuer's Non-Employee Director
Deferred Compensation Plan
GERALD J. MALYS 6/18/97 163 $6.125 Phantom Stock acquired through the
Issuer's Non-Employee Director
Deferred Compensation Plan
6/30/97 612 $6.125 Phantom Stock acquired through the
Issuer's Non-Employee Director
Deferred Compensation Plan
</TABLE>
Page 6 of 12 pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned hereby certify that the information as set forth in this Amendment
is true, complete and correct.
CYPRUS AMAX MINERALS COMPANY
By: /s/Dale E. Huffman
----------------------------------
Name: Dale E. Huffman
Title: Assistant Secretary
AMAX ENERGY INC.
By: /s/Dale E. Huffman
----------------------------------
Name: Dale E. Huffman
Title: Assistant Secretary
Dated: July 2, 1997 CYPRUS GOLD COMPANY
By: /s/Dale E. Huffman
----------------------------------
Name: Dale E. Huffman
Title: Assistant Secretary
Page 7 of 12 pages
<PAGE>
SCHEDULE I
NAME, PRINCIPAL OCCUPATION AND CITIZENSHIP OF EACH
DIRECTOR AND OFFICER OF CYPRUS AMAX MINERALS COMPANY
Name and
Business Address Principal Occupation Citizenship/1/
- ---------------- -------------------- --------------
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.
3424 Peachtree Road, NE, Suite 2100
Atlanta, Georgia 30326
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 Independent Businessman
3086 Purchase Street
Purchase, New York 10577
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
526 Las Fuentes Drive
Montecito, California 93108
- ---------------------
1/ Except as otherwise noted, each of the persons included in this Schedule is
a U.S. citizen.
Page 8 of 12 pages
<PAGE>
Name and
Business Address Principal Occupation Citizenship/1/
- ---------------- -------------------- --------------
Rockwell A. Schnabel Chairman
Trident Capital, L.P.
11100 Santa Monica Boulevard
Suite 2020
Los Angeles, California 90025
James A. Todd, Jr. Independent Businessman
2005 Garden Place
Birmingham, Alabama 35223
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
ABC, Inc.
77 West 66th Street
16th Floor
New York, New York 10023
Theodore M. Solso President and Chief Operating Officer
Cummins Engine Company, Inc.
500 Jackson Street
Columbus, 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
Page 9 of 12 pages
<PAGE>
Name and
Business Address Principal Occupation Citizenship/1/
- ---------------- -------------------- --------------
Jeffrey G. Clevenger Senior Vice President, Copper
1501 W. Fountainhead Pkwy., Suite 290
Tempe, Arizona 85282
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 of Tax
9100 East Mineral Circle
Englewood, Colorado 80112-3299
Robin J. Hickson Vice President, Engineering and
1501 W. Fountainhead Pkwy., Development
Suite 290
Tempe, Arizona 85282
Dale E. Huffman Assistant Secretary
9100 East Mineral Circle
Englewood, Colorado 80112-3299
Page 10 of 12 pages
<PAGE>
NAME, PRINCIPAL OCCUPATION AND CITIZENSHIP OF
EACH DIRECTOR AND OFFICER OF AMAX ENERGY INC.
Name and
Business Address Principal Occupation Citizenship/1/
- ---------------- -------------------- --------------
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 of 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 East Mineral Circle
Englewood, Colorado 80112-3299
- -------------------
1/ Except as otherwise noted, each of the persons included in this Schedule is
a U.S. citizen.
Page 11 of 12 pages
<PAGE>
NAME, PRINCIPAL OCCUPATION AND CITIZENSHIP OF
EACH DIRECTOR AND OFFICER OF CYPRUS GOLD COMPANY
Name and
Business Address Principal Occupation Citizenship/1/
- ---------------- -------------------- --------------
Milton H. Ward Chairman of the Board,
9100 East Mineral Circle Chief Executive Officer and President
Englewood, Colorado 80112-3299 of Cyprus Amax Minerals Company
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
David L. Mueller Vice President and Controller of
9100 East Mineral Circle Amax Gold, Inc.
Englewood, Colorado 80112-3299
Farokh S. Hakimi Director, Finance and Assistant
9100 East Mineral Circle Treasurer of Cyprus Amax Minerals
Englewood, Colorado 80112-3299 Company
J. David Flemming Director of 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 East Mineral Circle
Englewood, Colorado 80112-3299
- ---------------
1/ Except as otherwise noted, each of the persons included in this Schedule is
a U.S. citizen.
Page 12 of 12 pages
