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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 1, 1998
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CYPRUS AMAX MINERALS COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 1-10040 36-2684040
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(State or other juris- (Commission I.R.S. Employer
diction of incorporation) File Number) (Identification No.)
9100 East Mineral Circle, Englewood, CO 80112
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(Address of principal executive offices) (Zip Code)
(303) 643-5000
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(Registrant's telephone number, including area code)
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Item 2. Disposition of Assets
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On June 1, 1998 (the "Effective Time"), pursuant to a Merger Agreement, dated as
of February 9, 1998, as amended, by and among Kinross Gold Corporation, a
corporation organized pursuant to the laws of the Province of Ontario, Canada
("Kinross"), Amax Gold Inc., a Delaware corporation ("Amax Gold"), and Kinross
Merger Corporation ("Kinross Sub"), a wholly owned subsidiary of Kinross (the
"Merger Agreement"), Kinross Sub merged (the "Merger") with and into Amax Gold.
Amax Gold survived the merger and became a subsidiary of Kinross. At the
Effective Time, each share of common stock, par value $0.01 per share (the "Amax
Gold Common Stock"), of Amax Gold (other than Amax Gold Common Stock held by
Amax Gold, Kinross or Kinross Sub) was automatically converted into 0.8004 share
of common stock of Kinross ("Kinross Common Stock"). In the Merger, 67,507,655
shares of common stock of Amax Gold held by Cyprus Amax and certain of its
subsidiaries (representing approximately 58.8% of the then outstanding shares of
Amax Gold Common Stock) were converted into 54,033,126 shares of Kinross Common
Stock.
Also, in connection therewith, Cyprus Amax contributed $135 million in the
aggregate of Amax Gold indebtedness (approximately $90.3 million) and cash
(approximately $44.7 million) in exchange in the aggregate for 34,997,247 shares
of Kinross Common Stock and approximately 10 million Kinross warrants (the
"Warrants"). The Warrants have a three-year term and are exerciseable at a per
share price equal to 150% of the Warrant Price (as defined therein). As a
result, excluding the Warrants, Cyprus Amax and its affiliates own approximately
89,030,373 shares of Kinross Common Stock (representing approximately 31% of the
outstanding shares of Kinross Common Stock).
Cyprus Amax and its affiliates also entered into certain other agreements in
connection therewith. These agreements include a Stockholder Agreement, dated
as of February 9, 1998, as amended, by and among Kinross, Kinross Sub, Cyprus
Amax and certain subsidiaries of Cyprus Amax (the "Stockholder Agreement"), and
an Investor Agreement, dated as of February 9, 1998, as amended, by and among
Kinross, Cyprus Amax and certain subsidiaries of Cyprus Amax (the "Investor
Agreement").
On June 1, 1998, pursuant to the Stockholder Agreement, Kinross applied the
proceeds from the Equity Financing and the Recapitalization (each as defined in
the Stockholder Agreement), in addition to cash on hand, to repay certain
indebtedness of Amax Gold that was guaranteed by Cyprus Amax. In addition,
Kinross agreed to cause itself and its affiliates to be substituted for, and to
defend, indemnify and hold harmless Cyprus Amax and its affiliates in respect of
any and all indebtedness or other obligations of Cyprus Amax under any of the
Cyprus guarantees that will remain in effect after the Effective Time. Kinross
also agreed to defend, indemnify and hold harmless Cyprus Amax and its
affiliates against liabilities relating to, arising out of, or in connection
with, Amax Gold generally. In addition, with certain limited exceptions, on
June 1, 1998, all intercompany agreements between Cyprus Amax and Kinross were
terminated. The Investor Agreement governs certain aspects of Cyprus Amax's
investment in Kinross after June 1, 1998.
Copies of the Merger Agreement, the Stockholder Agreement, the Investor
Agreement and the Warrant are attached as Exhibits hereto and the foregoing is
qualified in its entirety by reference thereto.
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Item 7. Financial Statements and Exhibits
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(c) Exhibits
1. Merger Agreement, dated February 9, 1998, by and among Kinross Gold
Corporation, Kinross Merger Corporation and Amax Gold Inc.,
incorporated herein by reference to Exhibit 10.25 to Amax Gold Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1997 filed
with the Securities Exchange Commission (the "Commission") on February
11, 1998.
2. Amendment No. 1, dated as of April 20, 1998, to Merger Agreement, dated
February 9, 1998, by and among Kinross Gold Corporation, Kinross Merger
Corporation and Amax Gold Inc., incorporated herein by reference to
Exhibit 3 to the Kinross Gold Corporation Schedule 13D filed by Cyprus
Amax Minerals Company with the Commission on June 10, 1998.
3. Stockholder Agreement, dated as of February 9, 1998, by and among
Kinross Gold Corporation, Kinross Merger Corporation, Cyprus Amax
Minerals Company, Amax Energy Inc., Cyprus Gold Company and Amax Gold
Inc., incorporated herein by reference to Exhibit 16 to Amendment 17 to
the Amax Gold Inc. Schedule 13D filed by Cyprus Amax Minerals Company
with the Commission on February 12, 1998.
4. Amendment No. 1, dated as of April 20, 1998, to Stockholder Agreement,
dated as of February 9, 1998, by and among Kinross Gold Corporation,
Kinross Merger Corporation, Cyprus Amax Minerals Company, Amax Energy
Inc., Cyprus Gold Company and Amax Gold Inc., incorporated herein by
reference to Exhibit 5 to the Kinross Gold Corporation Schedule 13D
filed by Cyprus Amax Minerals Company with the Commission on June 10,
1998.
5. Investor Agreement, dated as of February 9, 1998, by and between
Kinross Gold Corporation and Cyprus Amax Minerals Company, incorporated
herein by reference to Exhibit 17 to Amendment 17 to the Amax Gold Inc.
Schedule 13D filed by Cyprus Amax Minerals Company with the Commission
on February 12, 1998.
6. Amendment No. 1, dated as of April 20, 1998, to Investor Agreement,
dated as of February 9, 1998, by and between Kinross Gold Corporation
and Cyprus Amax Minerals Company, incorporated herein by reference to
Exhibit 7 to the Kinross Gold Corporation Schedule 13D filed by Cyprus
Amax Minerals Company with the Commission on June 10, 1998.
7. Share Purchase Warrant, dated as of June 1, 1998 between Kinross Gold
Corporation and Cyprus Amax Minerals Company, incorporated herein by
reference to Exhibit 8 to the Kinross Gold Corporation Schedule 13D
filed by Cyprus Amax Minerals Company with the Commission on June 10,
1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 15, 1998 CYPRUS AMAX MINERALS COMPANY
BY: /s/ JOHN TARABA
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NAME: JOHN TARABA
VICE PRESIDENT AND
CONTROLLER (PRINCIPAL
ACCOUNTING OFFICER)
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EXHIBITS
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1. Merger Agreement, dated February 9, 1998, by and among Kinross Gold
Corporation, Kinross Merger Corporation and Amax Gold Inc.,
incorporated herein by reference to Exhibit 10.25 to Amax Gold Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1997 filed
with the Securities Exchange Commission (the "Commission") on February
11, 1998.
2. Amendment No. 1, dated as of April 20, 1998, to Merger Agreement, dated
February 9, 1998, by and among Kinross Gold Corporation, Kinross Merger
Corporation and Amax Gold Inc., incorporated herein by reference to
Exhibit 3 to the Kinross Gold Corporation Schedule 13D filed by Cyprus
Amax Minerals Company with the Commission on June 10, 1998.
3. Stockholder Agreement, dated as of February 9, 1998, by and among
Kinross Gold Corporation, Kinross Merger Corporation, Cyprus Amax
Minerals Company, Amax Energy Inc., Cyprus Gold Company and Amax Gold
Inc., incorporated herein by reference to Exhibit 16 to Amendment 17 to
the Amax Gold Inc. Schedule 13D filed by Cyprus Amax Minerals Company
with the Commission on February 12, 1998.
4. Amendment No. 1, dated as of April 20, 1998, to Stockholder Agreement,
dated as of February 9, 1998, by and among Kinross Gold Corporation,
Kinross Merger Corporation, Cyprus Amax Minerals Company, Amax Energy
Inc., Cyprus Gold Company and Amax Gold Inc., incorporated herein by
reference to Exhibit 5 to the Kinross Gold Corporation Schedule 13D
filed by Cyprus Amax Minerals Company with the Commission on June 10,
1998.
5. Investor Agreement, dated as of February 9, 1998, by and between
Kinross Gold Corporation and Cyprus Amax Minerals Company, incorporated
herein by reference to Exhibit 17 to Amendment 17 to the Amax Gold Inc.
Schedule 13D filed by Cyprus Amax Minerals Company with the Commission
on February 12, 1998.
6. Amendment No. 1, dated as of April 20, 1998, to Investor Agreement,
dated as of February 9, 1998, by and between Kinross Gold Corporation
and Cyprus Amax Minerals Company, incorporated herein by reference to
Exhibit 7 to the Kinross Gold Corporation Schedule 13D filed by Cyprus
Amax Minerals Company with the Commission on June 10, 1998.
7. Share Purchase Warrant, dated as of June 1, 1998 between Kinross Gold
Corporation and Cyprus Amax Minerals Company, incorporated herein by
reference to Exhibit 8 to the Kinross Gold Corporation Schedule 13D
filed by Cyprus Amax Minerals Company with the Commission on June 10,
1998.
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