<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, 1996
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 $24 1/2 as of March 18, 1997, was approximately $2,264,600,000.
Number of shares of common stock outstanding as of March 18, 1997, was
93,323,929.
DOCUMENTS INCORPORATED BY REFERENCE
1996 Annual Report to Shareholders (Parts I, II and IV)
Proxy Statement for the 1997 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 the 1996 Annual Report and
incorporated by reference:
<TABLE>
<CAPTION>
PAGES IN THE
1996 ANNUAL REPORT
------------------
<S> <C>
Report of Independent Accountants......................................... 21
Consolidated Statement of Operations for each of the three years in
the period ended December 31, 1996................................... 32
Consolidated Balance Sheet at December 31, 1996 and 1995.................. 33
Consolidated Statement of Cash Flows for each of the three years
in the period ended December 31, 1996................................ 34
Consolidated Statement of Shareholders' Equity for each of the three
years in the period ended December 31, 1996.......................... 35
Notes to Consolidated Financial Statements................................ 36-51
2. Financial Statement Schedules:
PAGES IN THIS
FORM 10-K
-------------
Report of Independent Accountants on Financial Statement
Schedules............................................................ 38
For the three years in the period ended December 31, 1996:
Schedule II - Valuation and Qualifying Accounts and
Reserves............................................................. 39
</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 1996 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; Exhibit 8 to the Report on Form 8-K dated December 14,
1995; and Exhibit 9 to the Report on Form 8-A/A dated March 6,
1997.
(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 Stock Plan for Non-Employee Directors of
Cyprus Amax Minerals Company, as amended through the date of
signing of the Annual Report on Form 10-K, incorporated by
reference to Exhibit 28 to the Report on Form 10-Q for the quarter
ended September 30, 1992, and including the additional amendments
filed with this report.
(b) Annual Incentive Plan for Executive Officers and Designated
Management.
3
<PAGE>
EXHIBIT
NUMBER DOCUMENT
------- --------
10 (c) Amended and Restated Employment Agreement between Cyprus Amax
Minerals Company and Milton H. Ward, incorporated by reference
from Exhibit 10(a) to the Annual Report on Form 10-K for the
period ended December 31, 1995.
(d) 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 Exhibit 10(b) to the Annual Report on Form 10-K for the period
ended December 31, 1995.
(e) 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, Exhibit 10(c) to the Annual Report on Form 10-K
for the period ended December 31, 1995.
(f) 1993 Key Executive Long-term Incentive Plan between Cyprus
Minerals Company and certain executive officers, incorporated by
reference from Exhibit 10(d) to the Annual Report on Form 10-K for
the period ended December 31, 1995.
(g) 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.
(h) 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.
(i) 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.
4
<PAGE>
EXHIBIT
NUMBER DOCUMENT
------- --------
10 (j) 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.
(k) 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.
(l) 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.
(m) 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.
(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) 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.
(p) 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.
13 1996 Annual Report to Shareholders.
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:
No report on Form 8-K was filed during the last quarter of the period
covered by this Report on Form 10-K.
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 27, 1997
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, 1996 AND 1995
--------------------------
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
June 13, 1997
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, 1996 and 1995, and
the changes in net assets available for benefits for the year ended December 31,
1996, 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 performed 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 statement 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 plan benefits and 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 audit
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
<PAGE>
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
---------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
--------------------------------------------------------------------
DECEMBER 31, 1996
-----------------
<TABLE>
<CAPTION>
FUND INFORMATION
------------------------------------------------------------------------------
LEVERAGED COMMON PRIME
ESOP STOCK PARTICIPANT RESERVE
TOTAL FUND FUND LOANS FUND
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Assets
- ------
Investments
Common Stock
Cyprus Amax Minerals $131,765,410 $85,514,966 $46,250,444 $ -- $ --
Amoco Corporation 4,138,136 -- 4,138,136 -- --
Mutual Funds 195,964,535 -- -- -- 25,326,872
Participant Loans 11,112,379 -- -- 11,112,379 --
Receivables
Employer contributions 1,221,509 1,221,509 -- -- --
Participant contributions
and loan repayments 1,535,426 -- 199,752 (333,552) 353,791
Cash and cash equivalents 47,330 -- 47,330 -- --
----------- ---------- ---------- ---------- ----------
Total assets 345,784,725 86,736,475 50,635,662 10,778,827 25,680,663
----------- ---------- ---------- ---------- ----------
Liabilities
- -----------
Interest payable 1,287,813 1,287,813 -- -- --
Excess contributions
refundable to
participants 117,669 -- 10,858 -- 9,222
Minimum required
distributions payable to
participants 6,845 -- 999 -- --
Long-term debt 79,250,039 79,250,039 -- -- --
---------- ---------- --------- -------- --------
Total liabilities 80,662,366 80,537,852 11,857 -- 9,222
---------- ---------- --------- -------- --------
Net assets available for
benefits $265,122,359 $ 6,198,623 $50,623,805 $ 10,778,827 $25,671,441
============ =========== =========== ============ ===========
FUND INFORMATION
------------------------------------------------------------------------------------------------------
EQUITY INTERNATIONAL STABLE NEW SCIENCE & EQUITY SPECTRUM
INDEX STOCK SPECTRUM VALUE HORIZONS TECHNOLOGY INCOME GROWTH
FUND FUND INCOME FUND FUND FUND FUND FUND FUND
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
- ------
Investments
Common Stock
Cyprus Amax Minerals $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ --
Amoco Corporation -- -- -- -- -- -- -- --
Mutual Funds 44,720,906 12,672,794 14,769,477 44,818,044 27,287,432 5,989,259 18,099,009 2,280,742
Participant Loans -- -- -- -- -- -- -- --
Receivables
Employer contributions -- -- -- -- -- -- -- --
Participant contributions
and loan repayments 237,452 121,521 146,828 261,686 281,794 87,555 146,898 31,701
Cash and cash equivalents -- -- -- -- -- -- -- --
----------- ---------- ---------- ---------- ---------- --------- ---------- ---------
Total assets 44,958,358 12,794,315 14,916,305 45,079,730 27,569,226 6,076,814 18,245,907 2,312,443
----------- ---------- ---------- ---------- ---------- --------- ---------- ---------
Liabilities
- -----------
Interest payable -- -- -- -- -- -- -- --
Excess contributions
refundable to
participants 19,224 10,809 6,424 19,724 22,373 4,780 11,513 2,742
Minimum required
distributions payable to
participants -- -- 174 5,672 -- -- -- --
Long-term debt -- -- -- -- -- -- -- --
----------- ---------- ---------- ---------- ---------- --------- ---------- ---------
Total liabilities 19,224 10,809 6,598 25,396 22,373 4,780 11,513 2,742
----------- ---------- ---------- ---------- ---------- --------- ---------- ---------
Net assets available for
benefits $44,939,134 $12,783,506 $14,909,707 $45,054,334 $27,546,853 $6,072,034 $18,234,394 $2,309,701
========== ========== ========== ========== ========== ========= ========== =========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<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
TOTAL FUND FUND LOANS FUND
-------------------------------------------------------------------------------
<S> <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
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
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
---------------------------------------------------------------------------
Liabilities
- -----------
Interest payable 1,346,892 1,346,892 -- -- --
Excess contributions
refundable to
participants 514,249 -- 52,702 -- 27,769
Long-term debt 82,885,651 82,885,651 -- -- --
---------------------------------------------------------------------------
Total liabilities 84,746,792 84,232,543 52,702 -- 27,769
---------------------------------------------------------------------------
Net assets available for
benefits $269,134,304 $14,729,518 $61,036,462 $ 10,395,441 $25,995,085
============================================================================
</TABLE>
<TABLE>
<CAPTION>
FUND INFORMATION
--------------------------------------------------------------------------------------
CAPITAL INTERNATIONAL STABLE
NEW AMERICA APPRECIATION EQUITY INDEX STOCK SPECTRUM VALUE
GROWTH FUND FUND FUND FUND INCOME FUND FUND
--------------------------------------------------------------------------------------
<S> <C> <C> <C>
Assets
- ------
Investments
Common Stock
Cyprus Amax Minerals $ -- $ -- $ -- $ -- $ -- $ --
Amoco Corporation -- -- -- -- -- --
Mutual Funds 22,165,260 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 288,449 183,060 299,391 157,897 200,398 348,688
Cash and cash equivalents -- -- -- -- -- --
------------------------------------------------------------------------------------------
Total assets 22,453,709 16,277,547 40,987,841 10,404,543 15,809,390 51,478,546
------------------------------------------------------------------------------------------
Liabilities
- -----------
Interest payable -- -- -- -- -- --
Excess contributions
refundable to
participants 109,494 53,242 105,128 43,193 37,391 85,330
Long-term debt -- -- -- -- -- --
------------------------------------------------------------------------------------------
Total liabilities 109,494 53,242 105,128 43,193 37,391 85,330
------------------------------------------------------------------------------------------
Net assets available for
benefits $ 22,344,215 $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.
<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, 1996
----------------------------
<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> <C>
Investment Income
Interest and dividends $ 15,895,877 $ 2,959,190 $ 1,788,578 $ -- $ 1,223,866 $ 5
Net realized gain/(loss)
on investments 15,795,115 206,774 939,830 -- -- 8,277,211
Net change in unrealized
appreciation/depreciation in
fair value of investments (18,244,328) (9,928,496) (5,362,033) -- -- (4,571,873)
Employer contributions 8,593,176 8,593,176 -- -- -- --
Participant contributions
and loan repayments 20,037,714 -- 2,726,811 (4,653,489) 4,514,043 793,652
Deposits to suspense 1,681 -- -- -- 1,681 --
Transfers to other plans (13,854) (11,648) (1,939) -- (267) --
Transfers between Plan
funds and loans -- (17,052) (2,995,897) 5,536,495 (1,470,629) (24,261,828)
Employee withdrawals (38,186,521) (2,442,034) (7,508,007) (499,620) (4,592,338) (2,581,382)
Interest expense (7,890,805) (7,890,805) -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) (4,011,945) (8,530,895) (10,412,657) 383,386 (323,644) (22,344,215)
Net assets available for
benefits:
Beginning of year 269,134,304 14,729,518 61,036,462 10,395,441 25,995,085 22,344,215
- ------------------------------------------------------------------------------------------------------------------------------------
End of year $ 265,122,359 $ 6,198,623 $ 50,623,805 $ 10,778,827 $ 25,671,441 $ --
====================================================================================================================================
CAPITAL EQUITY INTERNATIONAL STABLE NEW SCIENCE &
APPRECIATION INDEX STOCK SPECTRUM VALUE HORIZONS TECHNOLOGY
FUND FUND FUND INCOME FUND FUND FUND FUND
-------------------------------------------------------------------------------------------------
Investment Income
Interest and dividends $ (866) $ 1,606,791 $ 338,934 $ 1,132,269 $2,830,555 $ 2,491,535 $ 646,191
Net realized gain/(loss)
on investments 3,109,901 2,695,040 369,644 197,124 -- (39,833) (5,048)
Net change in unrealized
appreciation/depreciation in
fair value of investments (1,576,636) 4,419,188 995,809 (275,089) -- (2,193,030) (401,956)
Employer contributions -- -- -- -- -- -- --
Participant contributions
and loan repayments 496,447 3,317,420 1,656,334 2,102,737 3,638,285 2,785,077 793,834
Deposits to suspense -- -- -- -- -- -- --
Transfers to other plans -- -- -- -- -- -- --
Transfers between Plan
funds and loans (16,965,761) (1,312,495) (7,558) (2,136,593) (4,242,926) 25,046,742 5,177,615
Employee withdrawals (1,287,390) (6,669,523) (931,007) (1,882,740) (8,564,796) (543,638) (138,602)
Interest expense -- -- -- -- -- -- --
- ---------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) (16,224,305) 4,056,421 2,422,156 (862,292) (6,338,882) 27,546,853 6,072,034
Net assets available for
benefits:
Beginning of year 16,224,305 40,882,713 10,361,350 15,771,999 51,393,216 -- --
- ---------------------------------------------------------------------------------------------------------------------------------
End of year $ -- $ 44,939,134 $ 12,783,506 $ 14,909,707 $45,054,334 $27,546,853 $6,072,034
=================================================================================================================================
EQUITY SPECTRUM
INCOME GROWTH
FUND FUND
- ----------------------------------------------------------------
Investment Income
Interest and dividends $720,725 $158,104
Net realized gain/(loss)
on investments 34,356 10,116
Net change in unrealized
appreciation/depreciation in
fair value of investments 606,940 42,848
Employer contributions -- --
Participant contributions
and loan repayments 1,580,924 285,639
Deposits to suspense -- --
Transfers to other plans -- --
Transfers between Plan
funds and loans 15,656,734 1,993,153
Employee withdrawals (365,285) (180,159)
Interest expense -- --
- ----------------------------------------------------------------
Net increase (decrease) 18,234,394 2,309,701
Net assets available for
benefits:
Beginning of year -- --
- ----------------------------------------------------------------
End of year $18,234,394 $2,309,701
================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<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
- -------
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").
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 1996, Plan administrative expenses were paid by Cyprus Amax.
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.
-1-
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
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 predecessor plans 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.
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.
-2-
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
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
- ------------------
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 New Horizons Fund, the Science & Technology Fund, the Equity
Income Fund, and the Spectrum Growth Fund. On October 1, 1996, the balances
remaining in the Capital Appreciation Fund and the New America Growth Fund were
transferred to the Equity Income Fund and the New Horizons Fund, respectively.
Currently, 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 six equity funds
(Equity Index Fund, International Stock Fund, New Horizons Fund, Science &
Technology Fund, Equity Income Fund, and Spectrum Growth Fund).
As of December 31, 1996, the number of Participants who held assets in the
various investment options were as follows: 5,166 in Cyprus Amax common stock,
2,697 in the Prime Reserve Fund, 2,679 in the Equity Index Fund, 1,971 in the
International Stock Fund, 2,061 in the Spectrum Income Fund, 2,104 in the Stable
Value Fund, 2,692 in the New Horizons Fund, 739 in the Science & Technology
Fund, 2,025 in the Equity Income Fund, and 330 in the Spectrum 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.
-3-
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
Investments Held
- ----------------
Investments held by the trustee, T. Rowe Price, as of December 31, 1996 and
1995, consisted of the following:
<TABLE>
<CAPTION>
December 31, 1996: Cost Fair Value
------------ ------------
<S> <C> <C>
Cyprus Amax Minerals Company common stock:
Leveraged ESOP Fund/(a)/
Shares held under collateral pledge
(2,589,446 shares)/(b)/ $ 57,938,874 $ 60,851,981
Shares allocated (1,049,507 shares)/(b)/ 23,482,385 24,662,985
Common Stock Fund (1,968,104.019 shares)/(a)(b)/ 46,264,674 46,250,444
Amoco Corporation common stock
(51,325.722 shares)/(a)/ 1,282,387 4,138,136
Participant Loans 11,112,379 11,112,379
Prime Reserve Fund (25,326,872 units)/(b)/ 25,326,872 25,326,872
Equity Index Fund (2,198,667.929 units)/(b)/ 31,568,675 44,720,906
International Stock Fund (918,318.374 units) 10,753,818 12,672,794
Spectrum Income Fund (1,318,703.315 units) 14,099,034 14,769,477
Stable Value Fund (44,818,044 units)/(b)/ 44,818,044 44,818,044
New Horizons Fund (1,253,441.969 units)/(b)/ 29,480,461 27,287,432
Science & Technology Fund (201,590.686 units) 6,391,216 5,989,259
Equity Income Fund (802,972.901 units) 17,492,069 18,099,009
Spectrum Growth Fund (150,743.043 units) 2,237,894 2,280,742
------------ ------------
$322,248,782 $342,980,460
============ ============
December 31, 1995:
Cyprus Amax Minerals Company common stock:
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
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>
/(a)/Investment pays dividends quarterly.
/(b)/Individual investments representing 5 percent or more of net assets
available for benefits as of December 31, 1996 or 1995.
-4-
<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, 1996, the loan had been
prepaid in the amount of $12,832,176 in accordance with the promissory note, the
next scheduled maturity will occur in 2002. 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>
LEVERAGED COMMON NEW AMERICA CAPITAL
ESOP FUND STOCK FUND GROWTH FUND APPRECIATION FUND
---------- ----------- ----------- -----------------
<S> <C> <C> <C> <C>
1996 Proceeds $2,465,279 $10,878,789 $28,023,562 $18,405,044
Cost 2,258,505 9,938,959 19,746,351 15,295,142
---------- ----------- ----------- -----------------
Net gain $ 206,774 $ 939,830 $ 8,277,211 $ 3,109,902
========== =========== =========== =================
EQUITY INTERNATIONAL SPECTRUM NEW
INDEX FUND STOCK FUND INCOME FUND HORIZONS FUND
---------- ----------- ----------- -----------------
1996 Proceeds $7,286,966 $ 1,845,487 $ 2,312,038 $ 2,024,786
Cost 4,591,926 1,475,843 2,114,914 2,064,619
---------- ----------- ----------- -----------------
Net gain (loss) $2,695,040 $ 369,644 $ 197,124 $ (39,833)
========== =========== =========== =================
SCIENCE & EQUITY SPECTRUM
TECHNOLOGY FUND INCOME FUND GROWTH FUND
---------- ----------- -----------
1996 Proceeds $ 894,803 $ 893,838 $ 408,393
Cost 899,851 859,482 398,277
---------- ----------- -----------
Net gain (loss) $ (5,048) $ 34,356 $ 10,116
========== =========== ===========
</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 $613,954 in 1996.
NOTE 6 - UNREALIZED APPRECIATION OF INVESTMENTS
- -----------------------------------------------
Net unrealized appreciation of investments amounted to $20,731,678 and
$38,978,715 at December 31, 1996 and 1995, respectively. The change in net
unrealized appreciation resulted in a Plan loss of $18,244,328 in 1996.
-5-
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
NOTE 7 - TRANSFER OF ASSETS TO OTHER PLANS
- ------------------------------------------
During 1996, $11,648 was transferred to the CSM Industries Savings Plan. This
amount represents KSOP shares allocated to former Cyprus Cleveland and Coldwater
employees as fourth quarter 1995 company match.
During 1996, $2,206 was transferred to the Cleveland-Cliffs Savings Plan. This
amount represents former Cyprus Northshore participants whose balances in the
Savings Plan consisted of balances transferred in from the former Cyprus ESOP
Plan that were not previously transferred to the Cleveland-Cliffs Savings Plan.
NOTE 8 - ALLOCATION OF CYPRUS AMAX STOCK HELD IN LEVERAGED ESOP FUND
- --------------------------------------------------------------------
Shares of Cyprus Amax Minerals Company common stock allocated to participants
were 248,526 and 252,672 for 1996 and 1995, 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 31,200 in 1996 and 23,421 in 1995. Additional
shares allocated to Participants as employer contributions based upon their
proportion of Matchable Contributions for the appropriate quarters were 185,411
and 186,341 in 1996 and 1995, respectively. A portion of the shares allocated
for 1996 (47,850 shares) was released by the employer contribution made on
January 14, 1997, which is reflected as a receivable at December 31, 1996. The
portion of shares allocated for 1995 which was reflected as a receivable at
December 31, 1995, was 46,390 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.
Cyprus Amax restated its Plan document as of January 1, 1995, to reflect the
merger of the Cyprus Amax Minerals Company Thrift Plan for Salaried Employees
into the Plan as of December 31, 1994, and to make certain changes required by
the Internal Revenue Service for its favorable determination letter.
-6-
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
NOTE 11 - DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500
- ----------------------------------------------------------------
Gains (losses) on the sale of investments as reported in the statement of
changes in net assets available for benefits with fund information 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.
In addition, in accordance with guidance issued by the American Institute of
Certified Public Accountants, the Plan does not recognize as a liability amounts
elected to be withdrawn but not yet distributed as of year end. However, such
amounts must be included on the Form 5500. As of December 31, 1996 and 1995
there were no benefits payable due to timing of the distributions by the
Trustee.
-7-
<PAGE>
SCHEDULE I
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
---------------------------------------------------
ASSETS HELD FOR INVESTMENT
--------------------------
DECEMBER 31, 1996
-----------------
<TABLE>
<CAPTION>
PARTY IN DESCRIPTION HISTORICAL CURRENT
INTEREST ISSUER OF INVESTMENT COST VALUE
- ---------- ----------------- ---------------------- ------------ ------------
<S> <C> <C> <C> <C>
Yes Cyprus Amax Cyprus Amax Minerals
Minerals Company Company common stock
No par value $127,685,933 $131,765,410
No Amoco Corporation Amoco Corporation
common stock
No par value 1,282,387 4,138,136
Yes Participant Loans Interest rate
6.0% - 11.5% 11,112,379 11,112,379
Yes T. Rowe Price Prime Reserve Fund 25,326,872 25,326,872
Yes T. Rowe Price Equity Index Fund 31,568,675 44,720,906
Yes T. Rowe Price International Stock
Fund 10,753,818 12,672,794
Yes T. Rowe Price Spectrum Income
Fund 14,099,034 14,769,477
Yes T. Rowe Price Stable Value
Fund 44,818,044 44,818,044
Yes T. Rowe Price New Horizons
Fund 29,480,461 27,287,432
Yes T. Rowe Price Science &
Technology Fund 6,391,216 5,989,259
Yes T. Rowe Price Equity Income
Fund 17,492,069 18,099,009
Yes T. Rowe Price Spectrum
Growth Fund 2,237,894 2,280,742
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST SCHEDULE II
---------------------------------------------------
LOANS OR FIXED-INCOME OBLIGATIONS IN DEFAULT
--------------------------------------------
DECEMBER 31, 1996
-----------------
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 (a) Principal Interest
- -------- ------------------- -------- --------- --------- -------- -------------------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Yes Jack L. Gales (c) $ 6,000 $ - $ - $ 2,569 PROMISSORY NOTE $ 2,569 $ 180
76 Wadestown Pike Dated: September 1992
Burton, WV 26562 Maturity: September 1997
Interest Rate: 7.0%
Yes Kent Rish (c) $ 7,700 $ - $ - $ 2,575 PROMISSORY NOTE $ 2,575 $ 193
2108 Outer South Main Dated: April 1991
Princeton, IN 47670 Maturity: May 1996
Interest Rate: 9.75%
Yes Kent Rish (c) $14,500 $ - $ - $ 7,684 PROMISSORY NOTE $ 7,684 $ 741
2108 Outer South Main Dated: April 1992
Princeton, IN 47670 Maturity: May 1997
Interest Rate: 7.5%
Yes Kent Rish (c) $ 7,900 $ - $ - $ 838 PROMISSORY NOTE $ 838 $ 23
2108 Outer South Main Dated: April 1990
Princeton, IN 47670 Maturity: May 1997
Interest Rate: 11.0%
Yes Kent Rish (c) $16,800 $ - $ - $13,133 PROMISSORY NOTE $13,133 $1,837
2108 Outer South Main Dated: September 1993
Princeton, IN 47670 Maturity: October 1998
Interest Rate: 7.5%
Yes Clarence Martin (c) $20,000 $ - $ - $11,261 PROMISSORY NOTE $11,261 $1,161
802 Tretter Park Drive Dated: June 1992
Ft. Branch, IN 47648 Maturity: July 1997
Interest Rate: 7.5%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
---------------------------------------------------
LOANS OR FIXED-INCOME OBLIGATIONS IN DEFAULT
--------------------------------------------
DECEMBER 31, 1996
-----------------
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 (a) Principal Interest
- -------- ------------------- ------- --------- --------- -------- -------------------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Yes John Denny (c) $11,500 $1,162 $352 $10,338 PROMISSORY NOTE $10,338 $1,347
12 Redbud Dated: April 1994
Harrisburg, IL 62946 Maturity: April 1998
Interest Rate: 7.0%
Yes Stephen Kirk (b) $ 2,300 $ 373 $ 18 $ 21 PROMISSORY NOTE $ 21 $ -
6579 Poppy Street Dated: June 1991
Arvada, CO 80007 Maturity: July 1996
Interest Rate: 9.75%
Yes Timothy Todd (c) $ 2,900 $ 476 $ 41 $ 328 PROMISSORY NOTE $ 328 $ 7
P. O. Box 863 Dated: December 1991
Nortonville, KY 42442 Maturity: January 1997
Interest Rate: 9.5%
Yes Timothy Todd (c) $ 6,700 $ 937 $191 $ 3,144 PROMISSORY NOTE $ 3,144 $ 239
P. O. Box 863 Dated: September 1993
Nortonville, KY 42442 Maturity: October 1998
Interest Rate: 7.0%
Yes Jimmie Chockley (c) $ 5,000 $ - $ - $ 2,723 PROMISSORY NOTE $ 2,723 $ 263
P. O. Box 1357 Dated: February 1992
Beaver, OK 73932 Maturity: March 1996
Interest Rate: 9.0%
Yes Charles D. Nowell (c) $ 6,000 $1,036 $ 86 $ 933 PROMISSORY NOTE $ 933 $ 24
P. O. Box 1383 Dated: April 1992
Claypool, AZ 85532 Maturity: April 1997
Interest Rate: 7.5%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST SCHEDULE II
---------------------------------------------------
LOANS OR FIXED-INCOME OBLIGATIONS IN DEFAULT
--------------------------------------------
DECEMBER 31, 1996
-----------------
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 (a) Principal Interest
- -------- ------------------- -------- ---------- --------- -------- -------------------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Yes Jimmy Moore (c) $10,000 $ - $ - $ 8,582 PROMISSORY NOTE $ 8,582 $ 1,437
P. O. Box 639 Dated: August 1992
Ozona, TX 76943 Maturity: September 1997
Interest Rate: 7.5%
Yes Thomas Lien (b) $ 4,900 $ 30 $ 425 $ 403 PROMISSORY NOTE $ 403 $ 10
501 S. Clarion Dr. Dated: August 1986
Gillette, WY 82718 Maturity: September 1996
Interest Rate: 7.0%
Yes Mark Ilmberger (b) $ 8,000 $1,142 $ 40 $ 51 PROMISSORY NOTE $ 51 $ -
504 Avenue C Dated: May 1991
Ft. Madison, IA 52627 Maturity: June 1996
Interest Rate: 9.75%
Yes James Bulter (b) $ 5,500 $1,033 $ 31 $ 27 PROMISSORY NOTE $ 27 $ -
5 Sharman Place Dated: June 1992
Fort Madison, IA 52627 Maturity: July 996
Interest Rate: 7.5%
Yes Rance A. Bishop (b) $ 7,000 $1,179 $ 71 $ 59 PROMISSORY NOTE $ 59 $ -
Box 13 Dated: July 1991
Gillette, WY 82717 Maturity: August 1996
Interest Rate: 9.5%
Yes Duane D. Dahlin (c) $ 9,600 $ - $ - $ 1,141 PROMISSORY NOTE $ 1,141 $ 32
Box 1234 Dated: May 1990
Bagdad, AZ 86321 Maturity: May 1995
Interest Rate: 11.0%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST SCHEDULE II
---------------------------------------------------
LOANS OR FIXED-INCOME OBLIGATIONS IN DEFAULT
--------------------------------------------
DECEMBER 31, 1996
-----------------
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 (a) Principal Interest
- -------- ------------------- ------- --------- --------- -------- -------------------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Yes John E. Sharp (c) $ 7,200 $ - $ - $ 84 PROMISSORY NOTE $ 84 $ -
109 Overland Trail Dated: February 1989
Gillette, WY 82716 Maturity: March 1993
Interest Rate: 6.0%
Yes Samuel Rodriguez (c) $ 3,900 $ - $ - $ 1,165 PROMISSORY NOTE $ 1,165 $ 29
2608 S. Quitman Dated: September 1992
Denver, CO 80219 Maturity: October 1994
Interest Rate: 7.5%
Yes Joe J. Laguna, Jr.(c)$ 1,500 $ - $ - $ 555 PROMISSORY NOTE $ 555 $ 21
P. O. Box 8 Dated: August 1993
Miami, FL 85539 Maturity: September 1996
Interest Rate: 7.0%
Yes Joe A. Garza, III(c) $ 1,770 $ - $ - $ 1,031 PROMISSORY NOTE $ 1,031 $ 20
10385 Foothills Dr. Dated: May 1993
Casa Grande, AZ 85222 Maturity: April 1994
Interest Rate: 7.0%
Yes Richard H. Archuleta (c) $ 1,400 $ 165 $ 4 $ 279 PROMISSORY NOTE $ 279 $ 3
RT 2, Box 926 Dated: November 1994
Globe, AZ 85501 Maturity: December 1995
Interest Rate: 8.75%
Yes Victor T. Renteria(c)$ 5,000 $ 793 $243 $ 4,207 PROMISSORY NOTE $ 4,207 $ 533
3729 W. Raintree Dr. Dated: December 1995
Tucson, AZ 85741 Maturity: January 1999
Interest Rate: 9.75%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
---------------------------------------------------
LOANS OR FIXED-INCOME OBLIGATIONS IN DEFAULT
--------------------------------------------
DECEMBER 31, 1996
-----------------
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 (a) Principal Interest
- -------- ------------------- ------- --------- --------- -------- -------------------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Yes Charles Kenner (c) $ 4,500 $ 36 $ 18 $ 3,053 PROMISSORY NOTE $ 3,053 $ 253
P. O. Box 114 Dated: April 1993
Empire, CO 80438 Maturity: May 1997
Interest Rate: 7.0%
Yes Jim Archuleta (c) $ 1,000 $ - $ - $ 674 PROMISSORY NOTE $ 674 $ 18
7619 So. Holland Way Dated: October 1993
Littleton, CO 80123 Maturity: November 1994
Interest Rate: 7.0%
</TABLE>
(a) All participant loans are limited to 50% of the value of the participant's
account. The remaining balance in the participant's account serves as
collateral on the loan.
(b) Final payment not deducted on paycheck. Payment will be deducted on payroll
check issued in July, 1997 to reduce balance to zero.
(c) A loan default notice will be sent to cure non-payment within 30 days. If
payment is not received, the loan balance will be treated as a Plan
distribution for income tax purposes.
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE III
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
---------------------------------------------------
SCHEDULE OF REPORTABLE TRANSACTIONS (a)
---------------------------------------
YEAR ENDED DECEMBER 31, 1996
----------------------------
CURRENT VALUE
Total Total TOTAL OF ASSET ON NET
Number of Number of PURCHASE SELLING COST OF TRANSACTION GAIN/(LOSS)
DESCRIPTION OF ASSETS Purchases Sales PRICE PRICE ASSET DATE ON SALES
- --------------------------------------- --------- --------- ----------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Cyprus Amax Common Stock 86 - $ 6,589,699 $ - $ 6,589,699 $ 6,589,699 $ -
Cyprus Amax Common Stock - 215 11,445,750 12,059,331 11,445,750 12,059,331 613,581
T. Rowe Price Stable Value Fund 67 - 7,381,151 - 7,381,151 7,381,151 -
T. Rowe Price Stable Value Fund - 146 13,692,965 13,692,965 13,692,965 13,692,965 -
T. Rowe Price Prime Reserve Fund 94 - 9,306,634 - 9,306,634 9,306,634 -
T. Rowe Price Prime Reserve Fund - 124 9,523,525 9,523,525 9,523,525 9,523,525 -
T. Rowe Price Equity Index Fund 111 - 6,571,417 - 6,571,417 6,571,417 -
T. Rowe Price Equity Index Fund - 104 7,184,178 9,653,158 7,184,178 9,653,158 2,468,980
T. Rowe Price New Horizons Fund 133 - 20,956,092 - 20,956,092 20,956,092 -
T. Rowe Price New Horizons Fund - 45 1,473,061 1,435,798 1,473,061 1,435,798 (37,263)
T. Rowe Price New America Growth Fund 47 - 2,099,073 - 2,099,073 2,099,073 -
T. Rowe Price New America Growth Fund - 123 9,807,843 17,969,664 9,807,843 17,969,664 8,161,821
</TABLE>
(a) Transactions or series of transactions in excess of 5 percent of the
current value of the Plan's assets as of January 1, 1996 as defined in
Section 2520.103-6 of the Department of Labor Rules and Regulations for
Reporting and Disclosure under ERISA.
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in 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 13,
1997, 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, 1996.
PRICE WATERHOUSE LLP
Denver, Colorado
June 27, 1997
<PAGE>
CYPRUS AMAX MINERALS COMPANY
----------------------------
THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
-----------------------------------------
FINANCIAL STATEMENTS
--------------------
DECEMBER 31, 1996 AND 1995
--------------------------
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
June 13, 1997
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,
1996 and 1995, and the changes in its net assets available for benefits for the
year ended December 31, 1996, 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 performed 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 statement 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 plan benefits and 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 audit
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
<PAGE>
CYPRUS AMAX MINERALS COMPANY THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
----------------------------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
--------------------------------------------------------------------
DECEMBER 31, 1996
-----------------
<TABLE>
<CAPTION>
FUND INFORMATION
---------------------------------------------------------------------
Common Prime Equity International
Stock Participant Reserve Index Stock
Total Fund Loans Fund Fund Fund
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets
- ------
Investments
Common Stock
Cyprus Amax Minerals $ 600,725 $600,725 $ - $ - $ - $ -
Mutual Funds 1,971,823 - - 11,220 539,242 59,980
Participant Loans 247,983 - 247,983 - - -
Receivables
Employer contributions 6,672 6,672 - - - -
Participant contributions and
loan repayments 22,205 277 (18,443) 312 5,985 757
--------------------------------------------------------------------------------------
Net assets available for
benefits $2,849,408 $607,674 $ 229,540 $11,532 $545,227 $60,737
======================================================================================
<CAPTION>
FUND INFORMATION
-------------------------------------------------------------------------------------
Spectrum Stable New Science & Equity Spectrum
Income Value Horizons Technology Income Growth
Fund Fund Fund Fund Fund Fund
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets
- ------
Investments
Common Stock
Cyprus Amax Minerals $ - $ - $ - $ - $ - $ -
Mutual Funds 11,373 1,021,396 130,372 51,469 128,106 18,665
Participant Loans - - - - - -
Receivables
Employer contributions - - - - - -
Participant contributions and
loan repayments 649 29,056 1,628 575 1,226 183
-------------------------------------------------------------------------------------
Net assets available for
benefits $12,022 $1,050,452 $132,000 $52,044 $129,332 $18,848
=====================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
- --------------------------------------------------------------------------
<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
Stock Participant Reserve Growth
Total Fund Loans Fund Fund
- ---------------------------------------------------------------------------------------------------------------
<S> <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
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
----------------------------------------------------------------------
Net assets available for benefits $2,493,651 $607,550 $181,869 $4,133 $65,356
======================================================================
<CAPTION>
FUND INFORMATION
---------------------------------------------------------------------------
Capital International Stable
Appreciation Equity Index Stock Spectrum Value
Fund Fund Fund Income Fund Fund
---------------------------------------------------------------------------
Assets
- ------
<S> <C> <C> <C> <C> <C>
Investments
Common Stock
Cyprus Amax Minerals $ - $ - $ - $ - $ -
Mutual Funds 66,852 394,071 37,201 19,874 1,086,923
Participant Loans - - - - -
Receivables
Employer contributions - - - - -
Participant contributions
and loan repayments 1,588 6,238 1,437 231 20,328
---------------------------------------------------------------------------
Net assets available for benefits $68,440 $400,309 $38,638 $20,105 $1,107,251
===========================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
- --------------------------------------------------------------------------
<PAGE>
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, 1996
----------------------------
<TABLE>
<CAPTION>
FUND INFORMATION
---------------------------------------------------------------------------------------
Common Prime Capital
Stock Participant Reserve New America Appreciation Equity Index
Total Fund Loans Fund Growth Fund Fund Fund
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income
Interest and dividends $ 127,458 $ 18,875 $ - $ 352 $ - $ - $ 18,592
Net realized gain/(loss)
on investments 52,398 1,789 - - 25,247 8,805 15,246
Net change in unrealized
appreciation/depreciation
in fair value of
Investments (14,469) (59,663) - - (12,749) (2,849) 64,216
Employer contributions 84,759 84,759 - - - - -
Participant contributions
and loan repayments 271,528 5,417 (100,029) 6,426 4,416 4,273 70,335
Transfers between Plan
funds and loans - (4,179) 147,700 (9) (82,270) (77,316) (17,145)
Forfeitures - (630) - 630 - - -
Employee withdrawals (165,917) (46,244) - - - (1,353) (6,326)
-------------------------------------------------------------------------------------------------------
Net increase (decrease) 355,757 124 47,671 7,399 (65,356) (68,440) 144,918
Net assets available for
benefits:
Beginning of year 2,493,651 607,550 181,869 4,133 65,356 68,440 400,309
-------------------------------------------------------------------------------------------------------
End of year $2,849,408 $607,674 $229,540 $11,532 $ - $ - $545,227
=======================================================================================================
<CAPTION>
FUND INFORMATION
------------------------------------------------------------------------------------------
International Spectrum Stable New Science & Equity Spectrum
Stock Income Value Horizons Technology Income Growth
Fund Fund Fund Fund Fund Fund Fund
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income
Interest and dividends $ 1,607 $ 1,139 $ 62,118 $ 11,901 $ 5,570 $ 6,007 $ 1,297
Net realized gain/(loss)
on investments 755 464 - 6 (12) 108 (10)
Net change in unrealized
appreciation/depreciation
in fair value of
Investments 4,689 (855) - (9,099) (4,146) 6,430 (443)
Employer contributions - - - - - - -
Participant contributions
and loan repayments 11,206 5,435 232,685 14,414 3,796 12,637 517
Transfers between Plan
funds and loans 3,842 (12,160) (243,621) 115,506 46,836 105,168 17,648
Forfeitures - - - - - - -
Employee withdrawals - (2,106) (107,981) (728) - (1,018) (161)
------------------------------------------------------------------------------------------
Net increase (decrease) 22,099 (8,083) (56,799) 132,000 52,044 129,332 18,848
Net assets available for
benefits:
Beginning of year 38,638 20,105 1,107,251 - - - -
------------------------------------------------------------------------------------------
End of year $60,737 $12,022 $1,050,452 $132,000 $52,044 $129,332 $18,848
==========================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
- --------------------------------------------------------------------------
<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 1996, 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.
-1-
<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.
-2-
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
NOTE 3 - Investments
- --------------------
Investment Options
- ------------------
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 New Horizons Fund, the Science & Technology Fund, the
Equity Income Fund, and the Spectrum Growth Fund. On October 1, 1996, the
balances remaining in the Capital Appreciation Fund and the New America Growth
Fund were transferred to the Equity Income Fund and the New Horizons Fund,
respectively.
Currently, 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 (Stable Value Fund), and six equity funds (Equity Index
Fund, International Stock Fund, New Horizons Fund, Science & Technology Fund,
Equity Income Fund, and Spectrum Growth Fund). All Company contributions are
invested in Cyprus Amax common stock.
As of December 31, 1996, the number of Participants who held assets in the
various investment options were as follows: 130 in Cyprus Amax common stock, 7
in the Prime Reserve Fund, 61 in the Equity Index Fund, 15 in the International
Stock Fund, 6 in the Spectrum Income Fund, 108 in the Stable Value Fund, 26 in
the New Horizons Fund, 9 in the Science & Technology Fund, 20 in the Equity
Income Fund, and 4 in the Spectrum Growth Fund.
Investments Held
- ----------------
Investments held by the trustee, T. Rowe Price, as of December 31, 1996 and
1995, consisted of the following:
<TABLE>
<CAPTION>
Cost Fair Value
----------- ----------
<S> <C> <C>
December 31, 1996:
Cyprus Amax common stock held in
Common Stock Fund (25,562.779 shares)/(a)(b)/ $ 624,789 $ 600,725
Participant Loans 247,983 247,983
Prime Reserve Fund (11,220 units) 11,220 11,220
Equity Index Fund (26,511.373 units)/(b)/ 390,602 539,242
International Stock Fund (4,346.381 units) 54,862 59,980
Spectrum Income Fund (1,015.473 units) 11,157 11,373
Stable Value Fund (1,021,396 units)/(b)/ 1,021,396 1,021,396
New Horizons Fund (5,988.618 units)/(b)/ 139,471 130,372
Science & Technology Fund (1,732.391 units) 55,615 51,469
Equity Income Fund (5,683.505 units)/(b)/ 121,676 128,106
Spectrum Growth Fund (1,233.585 units) 19,108 18,665
----------- ----------
$ 2,697,879 $2,820,531
=========== ==========
</TABLE>
-3-
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
<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>
/(a)/Investment pays dividends quarterly.
/(b)/Individual investments representing 5% or more of net assets available for
benefits as of December 31, 1996 or 1995.
NOTE 4 - Net Realized Gains (Losses) on Investments
- ---------------------------------------------------
Net realized gains from investment transactions were as follows:
<TABLE>
<CAPTION>
Common New America Capital Equity International
Stock Growth Appreciation Index Stock
Fund Fund Fund Fund Fund
-------- ----------- ------------ -------- -------------
<S> <C> <C> <C> <C> <C> <C>
1996 Proceeds $77,745 $103,107 $88,669 $69,931 $8,159
Cost 75,956 77,860 79,864 54,685 7,404
------- -------- ------- ------- ------
Net Gain $ 1,789 $ 25,247 $ 8,805 $15,246 $ 755
======= ======== ======= ======= ======
<CAPTION>
Spectrum New Science & Equity Spectrum
Income Horizons Technology Income Growth
Fund Fund Fund Fund Fund
-------- ----------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
1996 Proceeds $15,979 $11,613 $136 $10,427 $632
Cost 15,515 11,607 148 10,319 642
------- ------- ----- ------- ----
Net Gain (Loss) $ 464 $ 6 $(12) $ 108 $(10)
======= ======= ===== ======= =====
</TABLE>
The cost of investments sold or transferred is determined on a Participant level
by the average cost method.
-4-
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
NOTE 5 - Unrealized Appreciation of Investments
- -----------------------------------------------
Net unrealized appreciation of investments amounted to $122,652 and $137,121 at
December 31, 1996 and 1995, respectively. The change in net unrealized
appreciation resulted in a Plan loss of $14,469 in 1996.
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 - Differences Between Financial Statements and Form 5500
- ---------------------------------------------------------------
Gains (losses) on the sale of investments as reported in the statement of
changes in net assets available for benefits with fund information 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.
In addition, in accordance with guidance issued by the American Institute of
Certified Public Accountants, the Plan does not recognize as a liability amounts
elected to be withdrawn but not yet distributed as of year end. However, such
amounts must be included on the Form 5500. As of December 31, 1996 and 1995
there were no benefits payable due to timing of the distributions by the
Trustee.
-5-
<PAGE>
SCHEDULE I
CYPRUS AMAX MINERALS COMPANY
----------------------------
THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
-----------------------------------------
ASSETS HELD FOR INVESTMENT
--------------------------
DECEMBER 31, 1996
-----------------
<TABLE>
<CAPTION>
Party In Description Historical Current
Interest Issuer of Investment Cost Value
- -------- ------ ------------- ---- -----
<S> <C> <C> <C> <C>
Yes Cyprus Amax Cyprus Amax Minerals
Minerals Company common stock
Company No par value $ 624,789 $ 600,725
Yes Participant Loans Interest rate:
6.0% - 11.5% 247,983 247,983
Yes T. Rowe Price Prime Reserve Fund 11,220 11,220
Yes T. Rowe Price Equity Index Fund 390,602 539,242
Yes T. Rowe Price International Stock Fund 54,862 59,980
Yes T. Rowe Price Spectrum Income Fund 11,157 11,373
Yes T. Rowe Price Stable Value Fund 1,021,396 1,021,396
Yes T. Rowe Price New Horizons Fund 139,471 130,372
Yes T. Rowe Price Science & Technology Fund 55,615 51,469
Yes T. Rowe Price Equity Income Fund 121,676 128,106
Yes T. Rowe Price Spectrum Growth Fund 19,108 18,665
</TABLE>
<PAGE>
SCHEDULE II
CYPRUS AMAX MINERALS COMPANY THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
----------------------------------------------------------------------
LOANS OR FIXED-INCOME OBLIGATIONS IN DEFAULT
--------------------------------------------
DECEMBER 31, 1996
-----------------
<TABLE>
<CAPTION>
Amount Received Unpaid
Original During Reporting Year Balance Amount Overdue
Party in Identity and Address Amount --------------------- at End --------------
Interest of Obligor of loan Principal Interest of Year Detailed Description of Loan Principal Interest
- -------- --------------------- ------- --------------------- ------- ---------------------------- -------------------
<S> <C> <C> <C> <C> <C> <C>
NONE
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE III
CYPRUS AMAX MINERALS COMPANY THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
----------------------------------------------------------------------
SCHEDULE OF REPORTABLE TRANSACTIONS (a)
---------------------------------------
YEAR ENDED DECEMBER 31, 1996
----------------------------
CURRENT VALUE
TOTAL TOTAL OF ASSET ON
NUMBER OF TOTAL NUMBER PURCHASE SELLING COST OF TRANSACTION NET GAIN
DESCRIPTION OF ASSETS PURCHASES OF SALES PRICE PRICE ASSET DATE ON SALES
- --------------------------- ---------- ------------- --------- -------- ------------ ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Cyprus Amax Common Stock 34 - $137,540 $ - $137,540 $137,540 $ -
Cyprus Amax Common Stock - 16 75,956 77,745 75,956 77,745 1,789
T. Rowe Price Stable Value
Fund 26 - 304,062 - 304,062 304,062 -
T. Rowe Price Stable Value
Fund - 38 369,588 369,588 369,588 369,588 -
T. Rowe Price New Horizons
Fund 26 - 148,999 - 148,999 148,999 -
T. Rowe Price New Horizons
Fund - 3 9,526 9,534 9,526 9,534 8
T. Rowe Price New America
Growth Fund 9 - 26,597 - 26,597 26,597 -
T. Rowe Price New America
Growth Fund - 8 77,860 103,107 77,860 103,107 25,247
T. Rowe Price Equity Index
Fund 26 - 132,295 - 132,295 132,295 -
T. Rowe Price Equity Index
Fund - 12 51,525 66,587 51,525 66,587 15,062
T. Rowe Price Equity
Income Fund 21 - 131,666 - 131,666 131,666 -
T. Rowe Price Equity
Income Fund - 2 10,003 10,098 10,003 10,098 95
</TABLE>
(a) Transactions or series of transactions in excess of 5 percent of the
current value of the Plan's assets as of January 1, 1996 as defined in
Section 2520.103-6 of the Department of Labor Rules and Regulations for
Reporting and Disclosure under ERISA.
<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 13, 1997, appearing
on page 29 of this Amendment Number 1 to the Annual Report on Form 10-K of
Cyprus Amax Minerals Company for the year ended December 31, 1996.
PRICE WATERHOUSE, LLP
Denver, Colorado
June 27, 1997
