SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-A/A
AMENDMENT NO. 2
(to Registration Statement on Form 8-A
dated February 24, 1999)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Cyprus Amax Minerals Company
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(Exact name of registrant as specified in its charter)
Delaware 36-2684040
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(State or other jurisdiction of incorporation) (I.R.S. Employer
Identification No.)
9100 East Mineral Circle, Englewood, Colorado 80112
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class is to be registered
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Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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Item 1. Description of Securities.
In connection with its approval of the Agreement and Plan of
Merger (the "Merger Agreement"), dated as of September 30, 1999, among Phelps
Dodge Corporation ("Parent"), CAV Corporation ("Sub"), and Cyprus Amax Minerals
Company (the "Corporation"), on September 30, 1999, the Board of Directors of
the Corporation amended the shareholder rights plan set forth in the Rights
Agreement (the "Rights Agreement"), dated as of February 28, 1999, between the
Corporation and The Bank of New York, as Rights Agent (the "Rights Agent"). This
Amendment No. 2 to the Rights Agreement (the "Amendment") amends the Rights
Agreement to provide (1) that neither Parent, Sub, nor any other Person, shall
be deemed to be an Acquiring Person by virtue of the Merger Agreement, or as a
result of the consummation of the exchange offer or any of the other
transactions contemplated by the Merger Agreement; (2) that the Rights shall
expire immediately prior to the completion of the merger of Company and Sub as
contemplated by the Merger Agreement; and (3) that the transactions contemplated
by the Merger Agreement will not give any holder of Rights any particular
rights, remedies, or claims not previously held.
The Amendment is attached hereto as an exhibit to this Form 8-A/A
and is incorporated herein by reference. The foregoing description is qualified
in its entirety by reference to the full text of the Amendment and of the Rights
Agreement. All capitalized terms not defined herein shall have the meaning
ascribed to them in the Rights Agreement.
Item 2. Exhibits.
1. Rights Agreement, dated as of February 28, 1999, between Cyprus
Amax Minerals Company and The Bank of New York, which includes the form of Right
Certificate as Exhibit A and the Summary of Rights to Purchase Preferred Shares
as Exhibit B (incorporated by reference to Exhibit 4 of Cyprus Amax Minerals
Company's Form 8-A, filed with the Securities and Exchange Commission on
February 24, 1999).
2. Amendment No. 2 to the Rights Agreement, dated as of September 30,
1999, between Cyprus Amax Minerals Company and The Bank of New York, as Rights
Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
CYPRUS AMAX MINERALS COMPANY
By: /s/ Philip C. Wolf
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Philip C. Wolf
Senior Vice President
Dated: October 4, 1999
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EXHIBIT LIST
1. Rights Agreement, dated as of February 28, 1999, between Cyprus Amax
Minerals Company and The Bank of New York, which includes the form
of Right Certificate as Exhibit A and the Summary of Rights to
Purchase Preferred Shares as Exhibit B (incorporated by reference to
Exhibit 4 of Cyprus Amax Minerals Company's Form 8-A, filed with the
Securities and Exchange Commission on February 24, 1999).
2. Amendment No. 2 to the Rights Agreement, dated as of September 30,
1999, between Cyprus Amax Minerals Company and The Bank of New York, as
Rights Agent.
Exhibit 2
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
AMENDMENT NO. 2, dated as of September 30, 1999, to the Rights
Agreement, (the "Amendment") dated as of February 28, 1999 by and between Cyprus
Amax Minerals Company (the "Company") and The Bank of New York (as Rights Agent)
(the "Rights Agreement").
WHEREAS, the Company and the Rights Agent have heretofore
executed and entered into the Rights Agreement; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the
Company may from time to time supplement or amend the Rights Agreement in
accordance with the provisions of Section 27 thereof; and
WHEREAS, the Company intends to enter into an Agreement and
Plan of Merger (as it may be amended or supplemented from time to time, the
"Merger Agreement"), dated as of September 30, 1999, among the Company, Phelps
Dodge Corporation, and CAV Corporation, as the same may be amended from time to
time (all capitalized terms used in this Amendment and not otherwise defined
herein shall have the meaning ascribed thereto in the Merger Agreement); and
WHEREAS, the Board of Directors has determined that the Cyprus
Offer, the Cyprus Merger and the other transactions contemplated by the Merger
Agreement are fair to and in the best interests of the Company and its
stockholders; and
WHEREAS, the Board of Directors has determined that it is in
the best interest of the Company and its stockholders to amend the Rights
Agreement to exempt the Merger Agreement and the transactions contemplated
thereby from the application of the Rights Agreement.
NOW, THEREFORE, the Company hereby amends the Rights Agreement
as follows:
1. The first sentence of Section 1(a) of the Rights Agreement
is hereby modified, amended and restated in its entirety as follows:
"'Acquiring Person' shall mean any Person who or which,
together with all Affiliates and Associates of such Person,
shall be the Beneficial Owner of 15% or more of the Common
Shares of the Company then outstanding, but shall not include
the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or of any Subsidiary of the
Company, or any entity holding Common Shares for or pursuant
to the terms of any such plan; provided, however, that,
notwithstanding the foregoing, neither Phelps Dodge
Corporation, a New York corporation ("Parent"), CAV
Acquisition Corp., a Delaware corporation ("Sub"), nor any
other Person, shall be deemed to be an Acquiring Person by
virtue of the Agreement and Plan of Merger (as it may be
amended or
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supplemented from time to time, the "Merger Agreement") to
be entered into as of September 30, 1999, among the Company,
Parent, and Sub, or as a result of the consummation of the
exchange offer or the other transactions contemplated
thereby."
2. Section 7(a) of the Rights Agreement is hereby modified,
amended and restated in its entirety as follows:
"The registered holder of any Right Certificate may exercise
the Rights evidenced thereby (except as otherwise provided
herein), in whole or in part, at any time after the
Distribution Date, upon surrender of the Right Certificate,
with the form of election to purchase on the reverse side
thereof duly executed, to the Rights Agent at the principal
office of the Rights Agent, together with payment of the
Purchase Price for each one one-hundredth of a Preferred Share
as to which the Rights are exercised, at or prior to the
earliest of (i) the Close of Business on March 1, 2009 (the
"Final Expiration Date"), (ii) the time at which the Rights
are redeemed as provided in Section 23 hereof (the "Redemption
Date"), (iii) the time at which such Rights are exchanged as
provided in Section 24 hereof, or (iv) the time immediately
prior to the merger of the Company and Sub contemplated by the
Merger Agreement."
3. Section 15 of the Rights Agreement is hereby modified and
amended to add the following sentence at the end thereof:
"Nothing in this Agreement shall be construed to give any
holder of Rights or any other Person any legal or equitable
rights, remedy or claim under this Agreement in connection
with any transactions contemplated by the Merger Agreement."
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IN WITNESS WHEREOF, this Amendment has been duly executed by
the Company and the Rights Agent as of the day and year first written above.
CYPRUS AMAX MINERALS COMPANY
By: /s/ Philip C. Wolf
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Name: Philip C. Wolf
Title: Senior Vice President
THE BANK OF NEW YORK (as Rights Agent)
By: /s/ Steven Myers
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Name: Steven Myers
Title: Assistant Treasurer
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