<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-1
[Mark One]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
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 $11 1/16 as of March 18, 1999, was approximately $986,402,000.
Number of shares of common stock outstanding as of March 18, 1999, was
90,453,579.
DOCUMENTS INCORPORATED BY REFERENCE
1998 Annual Report to Shareholders (Parts I, II, and IV).
Proxy Statement for the 1999 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 1998 Annual Report and
incorporated by reference:
<TABLE>
<CAPTION>
Pages in 1998
Annual Report
------------
<S> <C>
Report of Independent Accountants..................................... 31
Consolidated Statement of Operations for each of the three years in
the period ended December 31, 1998................................... 32
Consolidated Balance Sheet at December 31, 1998 and 1997.............. 33
Consolidated Statement of Cash Flows for each of the three years
in the period ended December 31, 1998................................ 34
Consolidated Statement of Shareholders' Equity for each of the three
years in the period ended December 31, 1998.......................... 35
Notes to Consolidated Financial Statements............................ 36-53
2. Financial Statement Schedule:
Pages in This
Form 10-K
-------------
Report of Independent Accountants on Financial Statement
Schedule 32
For the three years in the period ended December 31, 1998:
Schedule II - Valuation and Qualifying Accounts and
Reserves 33
</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 1998 Annual Report or notes thereto. Separate financial statements of 50
percent or less owned companies accounted for by the equity method have been
omitted because the registrant's proportionate share of the income from
continuing operations before income taxes is less than 20 percent of the
respective consolidated amount, and the investment in and advances to each
company is less than 20 percent of consolidated total assets.
2
<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) Restated Certificate of Incorporation, incorporated by reference
from Exhibit 3(a) to the Annual Report on Form 10-K for the period
ended December 31, 1997.
(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) Rights Agreement between Cyprus Amax Minerals Company and the Bank
of New York, dated as of February 28, 1999, which includes the form
of Right Certificate as Exhibit A and the Summary of Rights to
Purchase Shares as Exhibit B, incorporated by reference to Form 8-A
filed February 24, 1999.
(b) Form of Indenture between Cyprus Minerals Company and United States
Trust Company, as Trustee (including form of the Notes), relating
to the 101/8% Notes due 2002, incorporated by reference from
Exhibit 4(a) to the Registration Statement on Form S-3, File No.
33-33869.
(c) 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 6/8%
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.
(d) 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.
(e) 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.
3
<PAGE>
(f) 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) Stock Purchase and Sale Agreement, dated May 28, 1998, between
Cyprus Amax Coal Company and AEI Holding Company, Inc.
(b) Management Incentive Program of Cyprus Amax Minerals Company, as
amended through the date of signing of this Annual Report on Form
10-K, incorporated by reference to Exhibit 10(b) to the Annual
Report on Form 10-K for the period ended December 31, 1997, and
Exhibit 10(b) to the Annual Report on Form 10-K for the period
ended December 31, 1998.
(c) Stock Plan for Non-Employee Directors of Cyprus Amax Minerals
Company, as amended and restated through the date of signing of
this 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, the additional amendments incorporated by
reference from Exhibit 10(a) to the Annual Report on Form 10-K for
the period ended December 31, 1996, and Exhibit 10(c) to the Annual
Report on Form 10-K for the period ended December 31, 1998.
(d) Contracts regarding employment between Cyprus Minerals Company (now
Cyprus Amax 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, and Exhibit 10(d) to the Annual Report on Form 10-K for the
period ended December 31, 1998.
(e) 1993 Key Executive Long-term Incentive Plan between Cyprus Amax
Minerals Company and certain executive officers, as amended through
the date of signing of this Annual Report on Form 10-K,
incorporated by reference from Exhibit 10(d) to the Annual Report
on Form 10-K for the period ended December 31, 1995, and Exhibit
10(e) to the Annual Report on From 10-K for the period ended
December 31, 1998.
4
<PAGE>
(f) Deferred Compensation Plan for Non-Employee Directors of Cyprus
Amax Minerals Company, as amended through the date of signing of
this 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, 1994, and Exhibit 10(f) to the Annual Report on
Form 10-K for the period ended December 31, 1998.
(g) Excess Defined Contribution Plan, as amended and 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, and Exhibit
10(g) to the Annual Report on Form 10-K for the period ended
December 31, 1998.
(h) Deferred Compensation Plan for Selected Employees of Cyprus Amax
Minerals Company, as amended through the date of signing of this
Annual Report on Form 10-K, incorporated by reference from Exhibit
10(i) to the Annual Report on Form 10-K for the period ended
December 31, 1994 and Exhibit 10(h) to the Annual Report on Form
10-K for the period ended December 31, 1998.
(i) Stock Purchase and Sale Agreement, dated April 25, 1998, by and
among Cyprus Amax Minerals Company, Cyprus Foote Mineral Company,
Cyprus Specialty Metals Company, and Foote Acquisition Corporation,
incorporated by reference to Form 8-K filed October 28, 1998.
(j) Supplemental Agreement, dated October 13, 1998, to Stock Purchase
and Sale Agreement, dated April 25, 1998, by and among Cyprus Amax
Minerals Company, Cyprus Foote Mineral Company, Cyprus Specialty
Metals Company, and Foote Acquisition Corporation, incorporated by
reference to Form 8-K filed October 28, 1998.
(k) Tax Sharing and Indemnification Agreement, dated October 13, 1998,
by and between Cyprus Amax Minerals Company, Cyprus Specialty
Metals Company, Cyprus Foote Mineral Company, and Foote Acquisition
Corporation, incorporated by reference to Form 8-K filed October
28, 1998.
(l) Cyprus Amax Minerals Company Supplemental Executive Retirement
Plan, incorporated by reference to Exhibit 10(a) to the Annual
Report on Form 10-K for the period ended December 31, 1997.
(m) Merger Agreement, dated February 9, 1998, by and among Kinross Gold
Corporation, Kinross Merger Corporation, and Amax Gold, Inc.,
incorporated by reference to Exhibit 10.25 to Amax Gold Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1997.
(n) 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 by reference to Amendment No. 17 to
Statement on Schedule 13D with respect to the common stock of Amax
Gold Inc.
5
<PAGE>
(o) Investor Agreement, dated as of February 9, 1998, by and between
Kinross Gold Corporation and Cyprus Amax Minerals Company,
incorporated by reference to Amendment No. 17 to Statement on
Schedule 13D with respect to the common stock of Amax Gold Inc.
(p) Annual Incentive Plan for Executive Officers and Designated
Management, incorporated by reference from Exhibit 10(b) to the
Annual Report on Form 10-K for the period ended December 31, 1996.
(q) 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.
(r) 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.
(s) 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, 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.
(t) 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.
(u) 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.
11 Statement re computation of per share earnings.
13 1998 Annual Report to Shareholders.
21 Subsidiaries of the Registrant.
6
<PAGE>
23 Consent of PricewaterhouseCoopers LLP.
27 Financial Data Schedule.
99 Financial Statements comprising the Annual Report of the Cyprus Amax
Minerals Company Savings Plan and Trust and Thrift Plan for Bargaining
Unit Employees.*
- ------------
* Filed herewith in accordance with Rule 15d-21.
(b) The following 8-Ks were filed during the last quarter of the period
covered by this Report on Form 10-K:
A Form 8-K was filed during the quarter ended December 31, 1998 in
regards to the sale of Cyprus Amax's Foote lithium subsidiary to an
affiliate of Chemetall GmbH.
7
<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: July 14, 1999
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.
/s/ Philip C. Wolf
-------------------
Philip C. Wolf, Chairman
/s/ Chris L. Crowl
-------------------
Chris L. Crowl, Member
/s/ Farokh S. Hakimi
---------------------
Farokh S. Hakimi, Member
8
<PAGE>
EXHIBIT 99
CYPRUS AMAX MINERALS COMPANY
----------------------------
SAVINGS PLAN AND TRUST
----------------------
FINANCIAL STATEMENTS
---------------------
DECEMBER 31, 1998 AND 1997
--------------------------
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
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
and the related statement of changes in net assets available for benefits
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, 1998 and 1997, and the changes in net assets available for benefits
for the year ended December 31, 1998, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets
Held for Investments, Loans or Fixed-Income Obligations in Default and
Reportable Transactions are presented for the purpose of additional analysis and
are not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The fund information in the statements of net assets available for
benefits and the statement of changes in net assets available for benefits is
presented for purposes of additional analysis rather than to present the net
assets available for plan benefits and changes in net assets available for
benefits of each fund. These supplemental schedules and fund information are
the responsibility of the Plan's management. The supplemental schedules and
fund information have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial statements taken as
a whole.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
July 13, 1999
<PAGE>
<TABLE>
<CAPTION>
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
---------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
--------------------------------------------------------------------
DECEMBER 31, 1998
-----------------
- -----------------------------------------------------------------------------------------------------------------------------------
FUND INFORMATION
------------------------------------------------------------------------
Total Leveraged Common Prime Equity
ESOP Stock Participant Reserve Index
Fund Fund Loans Fund Fund
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets
- ------
Investments
Common Stock
Cyprus Amax Minerals $ 36,335,450 $12,415,349 $23,920,101 $ - $ - $ -
Amoco Corporation 4,654,501 - 4,654,501 - - -
Mutual Funds 237,126,935 - - - 26,912,306 71,284,886
Participant Loans 11,462,443 - - 11,462,443 - -
Receivables
Employer contributions 1,279,099 - 1,279,099 - - -
Participant contributions
and loan repayments 1,275,204 - 151,638 (316,066) 281,646 251,081
Cash and cash equivalents - - - - - -
---------------------------------------------------------------------------------------
Total assets $292,133,632 $12,415,349 $30,005,339 11,146,377 27,193,952 71,535,967
---------------------------------------------------------------------------------------
Liabilities
- -----------
Interest payable - - - - - -
Excess contributions
refundable to - - - - - -
participants
Minimum required
distributions payable to
participants 15,783 - 195 - 10,172 -
Long-term debt - - - - - -
Total liabilities 15,783 - 195 - 10,172 -
Net assets available for
benefits $292,117,849 $12,415,349 $30,005,144 $11,146,377 $27,183,780 $71,535,967
=======================================================================================
FUND INFORMATION
-------------------------------------------------------------------------------------------------------
International Stable New Science & Equity Spectrum
Stock Spectrum Income Value Horizons Technology Income Growth
Fund Fund Fund Fund Fund Fund Fund
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
- ------
Investments
Common Stock
Cyprus Amax Minerals $ - $ - $ - $ - $ - $ - $ -
Amoco Corporation - - - - - - -
Mutual Funds 11,561,215 17,603,413 43,182,743 25,232,289 10,580,863 25,667,274 5,101,946
Participant Loans - - - - - - -
Receivables
Employer contributions - - - - - - -
Participant contribution
and loan repayments 86,865 116,841 191,181 198,746 114,248 154,573 44,451
Cash and cash equivalents - - - - - - -
Total assets 11,648,080 17,720,254 43,373,924 25,431,035 10,695,111 25,821,847 5,146,397
-----------------------------------------------------------------------------------------------------
Liabilities
- -----------
Interest payable - - - - - - -
Excess contributions
refundable to - - - - - - -
participants
Minimum required
distributions payable to
participants - - 5,416 - - - -
Long-term debt - - - - - - -
-----------------------------------------------------------------------------------------------------
Total liabilities - - 5,416 - - - -
-----------------------------------------------------------------------------------------------------
Net assets available for
benefits $11,648,080 $17,720,254 $43,368,508 $25,431,035 $10,695,111 $25,821,847 $5,146,397
=====================================================================================================
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, 1997
-----------------
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
FUND INFORMATION
- -----------------------------------------------------------------------------------------------------------------------------------
Leveraged Common Prime Equity International
Total ESOP Stock Participant Reserve Index Stock
Fund Fund Loans Fund Fund Fund
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
- ------
Investments
Common Stock
Cyprus Amax Minerals $ 84,286,826 $ 54,406,736 $29,880,090 $ - $ - $ - $ -
Amoco Corporation 4,111,029 - 4,111,029 - - - -
Mutual Funds 220,534,911 - - - 25,706,535 59,339,172 11,823,726
Participant Loans 12,313,176 - - 12,313,176 - -
Receivables
Employer contributions 1,150,358 1,150,358 - - - - -
Participant contributions
and loan repayments 1,579,973 - 184,061 (322,519) 343,149 276,851 114,396
Cash and cash equivalents 3,495 - 3,495 - - - -
-----------------------------------------------------------------------------------------------------
Total assets 323,979,768 55,557,094 34,178,675 11,990,657 26,049,684 59,616,023 11,938,122
------------------------------------------------------------------------------------------------------
Liabilities
- -----------
Interest payable 1,218,514 1,218,514 - - - - -
Excess contributions
refundable to participants 110,906 - 10,038 - 5,718 24,461 10,352
Minimum required
distributions payable to
participants 2,114 - 581 - - 1,059 -
Long-term debt 74,985,503 74,985,503 - - - - -
------------------------------------------------------------------------------------------------------
Total liabilities 76,317,037 76,204,017 10,619 - 5,718 25,520 10,352
------------------------------------------------------------------------------------------------------
Net assets available for
benefits $247,662,731 $(20,646,923) $34,168,056 $11,990,657 $26,043,966 $59,590,503 $11,927,770
======================================================================================================
- -----------------------------------------------------------------------------------------------------------------------------------
FUND INFORMATION
- -----------------------------------------------------------------------------------------------------------------------------------
Spectrum New Science & Equity Spectrum
Income Stable Horizon Technology Income Growth
Fund Value Fund Fund Fund Fund
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets
- ------
Investments
Common Stock
Cyprus Amax Minerals $ - $ - $ - $ - $ - $ -
Amoco Corporation - - - - - -
Mutual Funds 16,908,636 42,164,699 27,344,084 7,304,082 25,376,633 4,567,344
Participant Loans - - - - - -
Receivables
Employer contributions - - - - - -
Participant contributions
and loan repayments 146,045 235,317 255,666 115,564 182,333 49,110
Cash and cash equivalents - - - - - -
-----------------------------------------------------------------------------------------------------
Total assets 17,054,681 42,400,016 27,599,750 7,419,646 25,558,966 4,616,454
------------------------------------------------------------------------------------------------------
Liabilities
- -----------
Interest payable - - - - - -
Excess contributions
refundable to participants 7,812 9,063 16,960 4,863 16,707 4,932
Minimum required
distributions payable to
participants 255 219 - - - -
Long-term debt - - - - - -
------------------------------------------------------------------------------------------------------
Total liabilities 8,067 9,282 16,960 4,863 16,707 4,932
------------------------------------------------------------------------------------------------------
Net assets available for
benefits $17,046,614 $42,390,734 $27,582,790 $ 7,414,783 $25,542,259 $ 4,611,522
======================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
- --------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
---------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
-------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1998
----------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
FUND INFORMATION
------------------------------------------------------------------------------
Total Leveraged Common Participant Prime Equity
ESOP Stock Loans Reserve Index
Fund Fund Fund Fund
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment Income
Interest and dividends $ 14,654,086 $ 2,106,655 $ 1,781,247 $ - $ 1,337,155 $ 939,715
Net realized gain/(loss) on
investments 3,248,318 (1,218,343) (1,766,246) - - 4,709,048
Net change in unrealized
appreciation/(depreciation)
in fair value of investments 14,715,175 9,031,255 (8,196,211) - - 10,642,183
Employer contributions 8,196,879 5,628,700 2,568,179 - - -
Participant contributions
and loan repayments 19,171,537 - 2,503,584 (5,085,379) 4,027,035 3,765,284
Deposits to suspense - - - - - -
Transfers to other plans (267) (267) - - - -
Transfers between Plan
funds and loans - (18,507) 2,256,710 4,986,849 419,288 (1,788,764)
Employee withdrawals (34,977,545) (1,914,156) (3,310,175) (745,750) (4,643,664) (6,322,002)
Interest expense (4,181,013) (4,181,013) - - - -
Dissolution of KSOP 23,627,948 23,627,948 - - - -
--------------------------------------------------------------------------------------------
Net increase (decrease) 44,455,118 33,062,272 (4,162,912) (844,280) 1,139,814 11,945,464
Net assets available for
benefits:
Beginning of year 247,662,731 (20,646,923) 34,168,056 11,990,657 26,043,966 59,590,503
--------------------------------------------------------------------------------------------
End of year $292,117,849 $ 12,415,349 $30,005,144 $11,146,377 $27,183,780 $71,535,967
============================================================================================
FUND INFORMATION
----------------------------------------------------------------------------------------------
International Spectrum Stable New Science & Equity Spectrum
Stock Income Fund Value Horizons Technology Income Growth
Fund Fund Fund Fund Fund Fund
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income
Interest and dividends $ 431,393 $ 1,347,670 $ 2,653,109 $ 1,338,178 $271,038 $ 2,001,584 $446,342
Net realized gain/(loss) on
investments 523,715 183,307 - (56,606) 71,414 783,955 18,074
Net change in unrealized
appreciation/(depreciation)
in fair value of investments 814,769 (423,525) - 286,999 2,949,042 (504,738) 115,401
Employer contributions - - - - - - -
Participant contributions
and loan repayments 1,373,211 1,768,522 2,883,659 3,115,451 1,602,241 2,546,069 671,860
Deposits to suspense - - - - - - -
Transfers to other plans - - - - - - -
Transfers between Plan
funds and loans (2,213,390) 255,239 1,600,166 (3,565,969) (742,730) (1,218,688) 29,796
Employee withdrawals (1,209,388) (2,457,573) (6,159,160) (3,269,808) (870,677) (3,328,594) (746,598)
Interest expense - - - - - - -
Dissolution of KSOP - - - - - - -
---------------------------------------------------------------------------------------------
Net increase (decrease) (279,690) 673,640 977,774 (2,151,755) 3,280,328 279,588 534,875
Net assets available for
benefits:
Beginning of year 11,927,770 17,046,614 42,390,734 27,582,790 7,414,783 25,542,259 4,611,522
---------------------------------------------------------------------------------------------
End of year $11,648,080 $17,720,254 $43,368,508 $25,431,035 $10,695,111 $25,821,847 $5,146,397
=============================================================================================
</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 ("Cyprus Amax")
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
- --------------
In August 1998, the Board of Directors approved the elimination of the Leveraged
ESOP of the Company's existing savings plan and the adoption of a replacement
employer matching contribution. Beginning in the third quarter of 1998, Cyprus
Amax contributed Cyprus Amax Common Stock to the plan at 50 percent of the first
6 percent of base pay contributed by each participant. Prior to the third
quarter 1998, the Leveraged ESOP feature was used by the Savings Plan.
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 Amax common stock from Cyprus Amax in return for a 20-year $95
million promissory note bearing an interest rate of 9.75 percent. The shares
were held as collateral under a pledge agreement and were released for
allocation to Participant accounts as principal and interest payments were made.
Under the amended Plan, shares released were used first to replace dividends
earned on allocated shares, and the remainder were allocated to Participants'
accounts as employer contributions (Note 8) prior to the third quarter of 1998.
Employer contributions to the Plan, along with dividends earned on both the
allocated and unallocated shares, were used to fund the debt service on the
note.
When the Leveraged ESOP was dissolved as of July 1, 1998, Cyprus Amax purchased
the suspense shares (2,150,815), and the Savings Plan used the proceeds to repay
the loan to Cyprus Amax.
At December 31, 1998 the Leveraged ESOP Fund contains an ending net assets
available for benefits balance that represents all shares released and allocated
to participants.
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 1998, Plan administrative expenses were paid by Cyprus Amax.
-1-
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
Enrollment
- ----------
Eligible Employees can enroll in the Plan during any month of the year.
Contributions
- -------------
Participants can make contributions of an amount up to sixteen percent of basic
pre-tax and/or after-tax compensation subject to applicable legal limits. Prior
to July 1, 1998, Cyprus Amax contributed to the Plan sufficient funds to meet
any currently maturing debt obligations of the Plan; however, the Company also
contributed an amount equal to seventy-five percent of the first six percent of
each Participant's contribution ("Matchable Contribution"). Effective July 1,
1998, Cyprus Amax began contributing an amount equal to fifty percent of the
first six percent of each participant's contribution (Note 10).
Participant rollover contributions are permitted provided all Plan and legal
requirements are satisfied.
Vesting
- -------
Participants are immediately vested in their employee and employer contributions
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.
-2-
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
NOTE 2 - Summary of Significant Accounting Policies
- ---------------------------------------------------
Basis of Accounting
- -------------------
The financial statements of the Plan are prepared on the accrual basis.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, and changes therein, and
disclosure of contingent assets and liabilities. Actual results could differ
from those estimates.
Valuation of Assets
- -------------------
Cyprus Amax and Amoco stock are valued at fair market value based on the quoted
market price.
Participant loans are valued at principal amount.
The remaining investments are valued at net asset value based on quoted market
prices.
Transfers of assets into the Plan are made 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
- ------------------
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 employer contributions are invested
in Cyprus Amax Common Stock.
As of December 31, 1998, the number of Participants who held assets in the
various investment options were as follows: 4,171 in Cyprus Amax Common Stock
Fund, 2,167 in the Prime Reserve Fund, 2,586 in the Equity Index Fund, 1,657 in
the International Stock Fund, 1,693 in the Spectrum Income Fund, 1,702 in the
Stable Value Fund, 2,253 in the New Horizons Fund, 1,232 in the Science &
Technology Fund, 1,951 in the Equity Income Fund, and 614 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, 1998 and
1997, consisted of the following:
<TABLE>
<CAPTION>
December 31, 1998: Cost Fair Value
------------ ------------
<S> <C> <C>
Cyprus Amax Minerals Company common stock:
Leveraged ESOP Fund(a)
Shares allocated (1,241,535 shares)(b) $ 28,142,201 $ 12,415,349
Common Stock Fund (2,392,010.136 shares)(a)(b) 47,709,755 23,920,101
BP Amoco Corporation common stock
(51,289.270 shares) 978,261 4,654,501
Participant Loans 11,462,443 11,462,443
Prime Reserve Fund (26,912,306.320 units)(b) 26,912,306 26,912,306
New Horizons Fund (1,081,074.924 units)(b) 24,972,135 25,232,289
Science and Technology Fund (280,883.013 units) 8,640,848 10,580,863
Equity Index Fund (2,135,556.799 units)(b) 36,997,075 71,284,886
International Stock Fund (771,261.828 units) 9,663,058 11,561,215
Equity Income Fund (975,200.405 units)(b) 22,942,682 25,667,274
Stable Value Fund (43,182,742.340 units)(b) 43,182,742 43,182,743
Spectrum Income Fund (1,530,731.536 units)(b) 16,868,439 17,603,413
Spectrum Growth Fund (310,148.667 units) 4,951,439 5,101,946
------------ ------------
$283,423,384 $289,579,329
============ ============
December 31, 1997:
Cyprus Amax Minerals Company common stock:
Leveraged ESOP Fund(a)
Shares held under collateral pledge
(2,340,291 shares)(b) $ 52,364,030 $ 35,981,974
Shares allocated (1,208,920 shares)(b) 26,800,813 18,424,762
Common Stock Fund (1,943,420.470 shares)(a)(b) 44,704,681 29,880,090
Amoco Corporation common stock
(48,294.015 shares)(a) 1,203,641 4,111,029
Participant Loans 12,313,176 12,313,176
Prime Reserve Fund (25,706,534.920 units)(b) 25,706,535 25,706,535
New Horizons Fund (1,173,565.844 units)(b) 27,370,929 27,344,084
Science & Technology Fund (267,941.73 units) 8,313,109 7,304,082
Equity Index Fund (2,249,400.017 units)(b) 35,693,544 59,339,172
International Stock Fund (881,052.607 units) 10,740,338 11,823,726
Equity Income Fund (973,403.661 units) 22,147,303 25,376,633
Stable Value Fund (42,164.699 units)(b) 42,164,699 42,164,699
Spectrum Income Fund (1,405,140.280 units) 15,750,137 16,908,636
Spectrum Growth Fund (286,713.352 units) 4,532,237 4,567,344
------------ ------------
$329,805,172 $321,245,942
============ ============
</TABLE>
(a) Investment pays dividends quarterly.
(b) Individual investments representing 5 percent or more of net assets
available for benefits as of December 31, 1998 or 1997.
-4-
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
NOTE 4 - Long-Term Debt
- -----------------------
On February 8, 1990, the Plan borrowed $95 million from Cyprus Amax to purchase
4,245,810 shares of Cyprus Amax Common Stock. When the Leveraged ESOP was
dissolved as of July 1, 1998, Cyprus Amax purchased the suspense shares and the
Plan used the proceeds to repay the loan to Cyprus Amax.
NOTE 5 - Net Realized Gains (Losses) on Investments
- ---------------------------------------------------
Net realized gains (losses) from investment transactions for the year ended
December 31, 1998 were as follows:
<TABLE>
<CAPTION>
Leveraged Common Equity Spectrum
ESOP Fund Stock Fund Income Fund Growth Fund
--------------- ------------------ ---------------- ----------------
<S> <C> <C> <C> <C>
1998 Proceeds $ 570,930 $ 4,184,930 $4,782,295 $3,408,980
Cost 1,789,273 5,951,176 3,998,340 3,225,673
--------------- ------------------ ---------------- ----------------
Net gain (loss) $ (1,218,343) $(1,766,246) $ 783,955 $ 183,307
=============== ================== ================ ================
Equity International Spectrum New
Index Fund Stock Fund Income Fund Horizons Fund
--------------- ------------------ ---------------- ----------------
<S> <C> <C> <C> <C>
1998 Proceeds $ 12,813,901 $ 3,576,111 $1,661,415 $6,890,146
Cost 8,104,853 3,052,396 1,643,341 6,946,752
--------------- ------------------ ---------------- ----------------
Net gain (loss) $ 4,709,048 $ 523,715 $ 18,074 $ (56,606)
=============== ================== ================ ================
Science &
Technology Fund
---------------
<S> <C>
1998 Proceeds $ 3,641,186
Cost 3,569,772
---------------
Net gain (loss) $ 71,414
===============
</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 losses of $2,374,970 in 1998.
NOTE 6 - Unrealized Appreciation/(Depreciation) of Investments
- --------------------------------------------------------------
Net unrealized appreciation/(depreciation) of investments amounted to $6,155,945
and $(8,559,230) at December 31, 1998 and 1997, respectively. The change in net
unrealized appreciation/(depreciation) resulted in a Plan gain of $14,715,175 in
1998.
-5-
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
NOTE 7 - Transfer of Assets to Other Plans
- ------------------------------------------
During 1998, $267 was transferred to the Equatorial Mining Company savings plan.
This amount represents balances held by former Cyprus Mineral Park employees.
NOTE 8 - Allocation of Cyprus Amax Stock Held in Leveraged ESOP Fund
- --------------------------------------------------------------------
Shares of Cyprus Amax Minerals Company common stock allocated to participants
were 141,987 and 248,794 for 1998 and 1997, 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 49,550 in 1998 and 38,824 in 1997. Additional
shares allocated to Participants as employer contributions based upon their
proportion of Matchable Contributions for the appropriate quarters were 92,274
and 188,093 in 1998 and 1997, respectively. A portion of the shares allocated
for 1997 (47,489 shares) was released by the employer contribution made on
January 13, 1998, which was reflected as a receivable at December 31, 1997.
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. The Plan
has been amended since receiving the determination letter. However, the Plan
administrator and the Plan's tax counsel believe that the Plan is currently
designed and being operated in compliance with the applicable requirements of
the Internal Revenue Code. Accordingly, no provision for federal or state
income taxes has been included in the Plan's financial statements. The Plan is
now within its remedial amendment period for recent changes in applicable law
(e.g., Small Business Job Protection Act of 1996, Taxpayer Relief Act of 1997,
Retirement Protection Act of 1994 (GATT), and the Uniformed Services Employment
and Reemployment Rights Act of 1994) and that it is anticipated that the Plan
will be further amended to the extent necessary to comply with such laws and
will be submitted on a timely basis to the IRS for a determination letter as to
the Plan's continued tax qualified status.
NOTE 10 - Plan Amendments
- -------------------------
Cyprus Amax amended and restated the Plan in its entirety effective as of
January 1, 1997, in order to (1) make Plan design changes with respect to its
participant loan program and participant-directed investments of Plan accounts,
(2) incorporate numerous amendments previously adopted with respect to the Plan,
and (3) reflect the applicable provisions of the Small Business Job Protection
Act of 1996, the Taxpayer Relief Act of 1997, and the Uniformed Services
Employment and Reemployment Rights Act of 1994.
As permitted under the Taxpayer Relief Act of 1997, Cyprus Amax amended the Plan
effective as of January 1, 1998, in order to increase the involuntary cash-out
amount from $3,500 to $5,000.
In connection with the then anticipated sale of several subsidiaries, Cyprus
Amax amended the Plan, effective as of January 1, 1998, in order to permit (1)
the distribution of accounts to participants who continue in employment with an
entity unrelated to Cyprus Amax following a sale of all or substantially all of
the assets of a trade of business or a sale of the stock of a subsidiary or
stock in accordance with Section 401(k) (10) of the [Code/Internal Revenue Code
of 1986, as amended] and (2) with respect to participants affected by such
subsidiary sales who did not request a
-6-
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
distribution of their Plan account balances, to continue to make monthly
installment payments of any outstanding plan loan they may have had at the time
of such sale, rather than have such loan become immediately due and payable in
full.
Effective as of July 1, 1998 (as stated in Note 1 regarding the Leveraged ESOP),
the Plan was amended to redesign the employer matching contribution feature and
make such other changes as necessary to reflect the actions by the Board of
Directors of Cyprus Amax to cancel the loan agreement pursuant to which the Plan
borrowed $95 million from Cyprus Amax and the related elimination of the
leveraged employee stock ownership component of the Plan. As a result, Cyprus
Amax began making a quarterly matching contribution to the Plan in cash, in an
amount equal to 50% of participant's pre-tax and after-tax contributions, up to
the first 6% of their base pay contributed to the Plan. Such employer matching
contribution will be used to purchase shares of Cyprus Amax common stock, which
shares of stock will then be allocated to participants' accounts.
In connection with the then impending sale by Cyprus Amax of all of the stock of
Cyprus Amax Coal Company (the "Coal Company") to RAG International Mining GmbH,
an unrelated third party ("RAG"), the Plan was amended, effective as of the
closing date of the stock sale transaction, to exclude the Coal Company and its
wholly-owned subsidiaries from participation in the Plan following the
consummation of the sale of the Coal Company to RAG.
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, 1998 the Plan had
$1,220,696 benefits payable due to timing of distributions by the Trustee. As of
December 31, 1997 there were $424,860 benefits payable due to timing of
distributions by the Trustee.
NOTE 12 - Subsequent Events
- ----------------------------
As indicated in Note 10, on June 30, 1999, Cyprus Amax sold all of the stock of
its subsidiary, the Coal Company, to RAG. As a part of the stock sale and
purchase transaction, Cyprus Amax and RAG agreed that the account balances of
the employees of the Coal Company would be transferred, in a trust-to-trust
transfer, to the 401(k) plan sponsored by RAG.
-7-
<PAGE>
SCHEDULE I
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
---------------------------------------------------
ASSETS HELD FOR INVESTMENT
--------------------------
DECEMBER 31, 1998
-----------------
<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 $75,851,956 $36,335,450
No Amoco Corporation Amoco Corporation
common stock
No par value 978,261 4,654,501
Yes T. Rowe Price Prime Reserve Fund 26,912,306 26,912,306
Yes T. Rowe Price Equity Index Fund 36,997,075 71,284,886
Yes T. Rowe Price International Stock
Fund 9,663,058 11,561,215
Yes T. Rowe Price Spectrum Income
Fund 16,868,439 17,603,413
Yes T. Rowe Price Stable Value
Fund 43,182,742 43,182,743
Yes T. Rowe Price New Horizons
Fund 24,972,135 25,232,289
Yes T. Rowe Price Science &
Technology Fund 8,640,848 10,580,863
Yes T. Rowe Price Equity Income
Fund 22,942,682 25,667,274
Yes T. Rowe Price Spectrum
Growth Fund 4,951,439 5,101,946
Yes Participant Loans Interest rate
6% - 11%, with maturity
dates through 2009 11,462,443 11,462,443
</TABLE>
<PAGE>
Schedule II
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
---------------------------------------------------
LOANS OR FIXED-INCOME OBLIGATIONS IN DEFAULT
--------------------------------------------
DECEMBER 31, 1998
-----------------
<TABLE>
<CAPTION>
Amount Received Unpaid
Original During Reporting Year Balance
Party in Identity and Address Amount --------------------- at End
Interest of Obligor of Loan Principal Interest Year
--------- ------------------------ ----------- --------------------------- ---------------
<S> <C> <C> <C> <C> <C>
Yes Robert C. Jones III (a) $ 4,000.00 $ 326.94 $ 98.76 $ 3,826.35
3701 W. 68th Avenue
Apt. A-402
Westminster, CO 80030
Yes Thomas R. Romack (a) $10,000.00 $1,172.86 $609.59 $ 8,734.49
P.O. Box 29
Rockvale, CO 81244
Yes James A. Shubin (a) $30,000.00 $1,650.21 $962.58 $29,530.38
180 Hillside Terrace
Craig, CO 81625
Yes Linda J. Walker (a) $ 9,300.00 $2,104.26 $471.74 $ 7,255.59
Box 1127
Bagdad, AZ 86321
<CAPTION>
Amount Overdue
Party in Identity and Address ----------------------------------
Interest of Obligator Detailed Description of Loan (a) Principal Interest
-------------------- -------------------------------- ----------------------------------
<S> <C> <C> <C> <C>
Yes Robert C. Jones III (a) Promissory Note $ 3 ,679.81 $ 146.54
3701 W. 68th Avenue Dated: 12/10/97
Apt. A-402 Maturity: 1/24/03
Westminster, CO 80030 Interest Rate: 9.5%
Yes Thomas R. Romack (a) Promissory Note $ 8,431.64 $ 302.85
P.O. Box 29 Dated: 7/23/97
Rockvale, CO 81244 Maturity: 8/31/02
Interest Rate: 9.5%
Yes James A. Shubin (a) Promissory Note $28,349.79 $1,180.59
180 Hillside Terrace Dated: 2/12/98
Craig, CO 81625 Maturity: 3/14/03
Interest Rate: 9.5%
Yes Linda J. Walker (a) Promissory Note $ 6,941.24 $ 314.35
Box 1127 Dated: 9/10/97
Bagdad, AZ 86321 Maturity: 4/28/00
Interest Rate: 9.5%
</TABLE>
(a) After failure to cure non-payment, participant was notified of default
status on March 1, 1999.
<PAGE>
SCHEDULE III
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
SCHEDULE OF REPORTABLE TRANSACTIONS (a)
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Total Total
Party in Total Number Number of Purchase Selling Cost of
Interest Issuer Description of Assets of Purchases Sales Price Price Asset
-------- ------ ---------------------- ------------ ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Yes T. Rowe Price Stable Value Fund 103 - $10,400,912 $ - $10,400,912
Yes T. Rowe Price Stable Value Fund - 119 - 9,382,869 9,382,869
Yes T. Rowe Price Prime Reserve Fund 95 - 8,040,556 - 8,040,556
Yes T. Rowe Price Prime Reserve Fund - 136 - 6,838,996 6,838,996
Yes T. Rowe Price Equity Index Fund 97 - 7,322,594 - 7,322,594
Yes T. Rowe Price Equity Index Fund - 140 - 10,728,112 7,009,559
<CAPTION>
Current Value of
Asset on Net
Party in Transaction Gain/(Loss)
Interest Issuer Description of Assets Date on Sales
-------- ------ ---------------------- ---- --------
<S> <C> <C> <C> <C>
Yes T. Rowe Price Stable Value Fund $10,400,912 $ -
Yes T. Rowe Price Stable Value Fund 9,382,869 -
Yes T. Rowe Price Prime Reserve Fund 8,040,556 -
Yes T. Rowe Price Prime Reserve Fund 6,838,996 -
Yes T. Rowe Price Equity Index Fund 7,322,594 -
Yes T. Rowe Price Equity Index Fund 10,728,112 3,718,553
</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, 1998 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 (Nos. 33-1600, 33-22939 and 33-53792) of the Cyprus Amax
Minerals Company Savings Plan and Trust of our report dated July 13, 1999,
appearing on page 10 of this Amendment Number 1 to the Annual Report on Form 10-
K of Cyprus Amax Minerals Company for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Denver, Colorado
July 13, 1999
<PAGE>
CYPRUS AMAX MINERALS COMPANY
----------------------------
THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
-----------------------------------------
FINANCIAL STATEMENTS
--------------------
DECEMBER 31, 1998 AND 1997
--------------------------
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
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
and the related statement of changes in net assets available for benefits
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, 1998 and 1997, and the changes in net assets
available for benefits for the year ended December 31, 1998, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets
Held for Investments, Loans or Fixed-Income Obligations in Default and
Reportable Transactions are presented for the purpose of additional analysis and
are not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The fund information in the statements of net assets available for
benefits and the statement of changes in net assets available for benefits is
presented for purposes of additional analysis rather than to present the net
assets available for plan benefits and changes in net assets available for
benefits of each fund. These supplemental schedules and fund information are
the responsibility of the Plan's management. The supplemental schedules and
fund information have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial statements taken as
a whole.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
July 13, 1999
<PAGE>
CYPRUS AMAX MINERALS COMPANY THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
----------------------------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
--------------------------------------------------------------------
DECEMBER 31, 1998
-----------------
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
FUND INFORMATION
----------------------------------------------
Total Common Participant Prime Equity International
Stock Loans Reserve Fund Index Stock
Fund Fund
- --------------------------------------------------------------------------------------------------------------------------
Assets
- ------
Investments
<S> <C> <C> <C> <C> <C> <C>
Common Stock
Cyprus Amax Minerals Company $ 318,478 $318,478 $ - $ - $ - $ -
Mutual Funds 3,093,935 - - 28,432 1,233,446 99,175
Participant Loans 310,522 - 310,522 - - -
Receivables
Employer contributions 139 139 - - - -
Participant contributions and
loan repayments 28,862 270 (10,519) 1,199 12,849 1,151
-----------------------------------------------------------------------------------
Net assets available for
benefits $3,751,936 $318,887 $300,003 $29,631 $1,246,295 $100,326
===================================================================================
FUND INFORMATION
-----------------------------------------------------------------------------------------
Spectrum Stable New Science & Equity Spectrum
Income Value Horizons Technology Income Growth
Fund Fund Fund Fund Fund Fund
-----------------------------------------------------------------------------------------
Assets
- ------
Investments
<S> <C> <C> <C> <C> <C> <C>
Common Stock
Cyprus Amax Minerals Company $ - $ - $ - $ - $ - $ -
Mutual Funds 11,259 947,135 215,794 190,267 339,585 28,842
Participant Loans - - - - - -
Receivables
Employer contributions - - - - - -
Participant contributions and
loan repayments 195 14,190 2,228 3,035 3,902 362
----------------------------------------------------------------------------------------
Net assets available for
benefits $11,454 $961,325 $218,022 $193,302 $343,487 $29,204
========================================================================================
The accompanying notes are an integral part of these financial statements.
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CYPRUS AMAX MINERALS COMPANY THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
----------------------------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
--------------------------------------------------------------------
DECEMBER 31, 1997
-----------------
- ----------------------------------------------------------------------------------------------------------------------------------
FUND INFORMATION
------------------------------------------------------------
Prime Equity International Spectrum Stable
Common Participant Reserve Index Stock Income Value
Total Stock Loans Fund Fund Fund Fund Fund
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
------
Investments
Common Stock
Cyprus Amax Minerals Company $ 401,290 $401,290 $ - $ - $ - $ - $ - $ -
Mutual Funds 2,512,008 - - 21,343 860,836 72,374 13,519 961,397
Participant Loans 295,788 - 295,788 - - - - -
Receivables
Employer contributions 6,867 6,867 - - - - - -
Participant contributions
and loan repayments 24,734 315 (8,443) 1,509 8,606 1,091 126 14,143
----------------------------------------------------------------------------------------------
Net assets available for
benefits $3,240,687 $408,472 $287,345 $22,852 $869,442 $ 73,465 $ 13,645 $975,540
==============================================================================================
FUND INFORMATION
----------------------------------------------
New Science & Equity Spectrum
Horizons Technology Income Growth
Fund Fund Fund Fund
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
------
Investments
Common Stock
Cyprus Amax Minerals Company $ - $ - $ - $ -
Mutual Funds 169,964 94,178 292,200 26,197
Participant Loans - - - -
Receivables
Employer contributions - - - -
Participant contributions
and loan repayments 1,783 2,066 3,137 401
------------------------------------------------
Net assets available for
benefits $171,747 $96,244 $295,337 $26,598
================================================
The accompanying notes are an integral part of these financial statements.
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CYPRUS AMAX MINERALS COMPANY THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
----------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
-------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1998
----------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
FUND INFORMATION
-------------------------------------------------------
Common Prime Equity International Spectrum Stable
Total Stock Participant Reserve Index Stock Income Value
Loans Fund Fund Fund Fund Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income
Interest and dividends $ 143,345 $ 22,308 $ - $ 1,290 $ 15,348 $ 3,628 $ 868 $ 55,814
Net realized gain/(loss)
on investments 25,635 (20,561) - - 42,642 (50) 370 -
Net change in unrealized
appreciation/(depreciation)
in fair value of
Investments 115,557 (139,473) - - 197,423 9,048 (490) -
Employer contributions 77,667 77,667 - - - - - -
Participant contributions
and loan repayments 314,616 2,908 (114,872) 16,946 127,559 12,206 1,979 166,848
Transfers between Plan
funds and loans - (7,960) 134,615 (5,251) 23,500 3,437 515 (178,258)
Forfeitures - - - 820 - - (820) -
Employee withdrawals (165,571) (24,474) (7,085) (7,026) (29,619) (1,408) (4,613) (58,619)
-----------------------------------------------------------------------------------------
Net increase (decrease) 511,249 (89,585) 12,658 6,779 376,853 26,861 (2,191) (14,215)
Net assets available for
benefits:
Beginning of year 3,240,687 408,472 287,345 22,852 869,442 73,465 13,645 975,540
=========================================================================================
End of year $3,751,936 $318,887 $300,003 $29,631 $1,246,295 $100,326 $11,454 $961,325
=========================================================================================
FUND INFORMATION
-----------------------------------------------
New Science & Equity Spectrum
Horizons Technology Income Growth
Fund Fund Fund Fund
-----------------------------------------------
<S> <C> <C> <C> <C>
Investment Income
Interest and dividends $ 11,071 $ 4,854 $ 25,694 $ 2,470
Net realized gain/(loss)
on investments (258) (1,125) 4,046 571
Net change in unrealized
appreciation/(depreciation)
in fair value of
Investments 560 49,322 (1,322) 489
Employer contributions - - - -
Participant contributions
and loan repayments 22,435 31,326 42,922 4,359
Transfers between Plan
funds and loans 14,429 12,681 2,437 (145)
Forfeitures - - - -
Employee withdrawals (1,962) - (25,627) (5,138)
-----------------------------------------------
Net increase (decrease) 46,275 97,058 48,150 2,606
Net assets available for
benefits:
Beginning of year 171,747 96,244 295,337 26,598
-----------------------------------------------
End of year $218,022 $193,302 $343,487 $29,204
===============================================
The accompanying notes are an integral part of these financial statements.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<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 1998, 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 16% 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. The Company contributes an amount to the
Common Stock Fund equal to 50% of the fixed 6% of each participant's
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, retirement, total and
permanent disability, permanent layoff, change in control, and/or Plan
termination.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
Forfeitures
- -----------
Participants who terminate employment before becoming fully vested forfeit the
non-vested portion of their employer 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 the 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 repayment 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.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, and changes therein, and
disclosure of contingent assets and liabilities. Actual results could differ
from those estimates.
Valuation of Assets
- -------------------
Cyprus Amax stock is valued at fair market value based on the quoted market
price.
Participant loans are valued at principal amount.
The remaining investments are valued at net asset value based on quoted market
prices.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
Transfers of assets into the Plan are made 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.
NOTE 3 - Investments
- --------------------
Investment Options
- ------------------
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, 1998, the number of Participants who held assets in the
various investment options were as follows: 125 in Cyprus Amax common stock, 9
in the Prime Reserve Fund, 78 in the Equity Index Fund, 20 in the International
Stock Fund, 6 in the Spectrum Income Fund, 82 in the Stable Value Fund, 29 in
the New Horizons Fund, 27 in the Science & Technology Fund, 37 in the Equity
Income Fund, and 9 in the Spectrum Growth Fund.
Investments Held
- ----------------
Investments held by the trustee, T. Rowe Price, as of December 31, 1998 and
1997, consisted of the following:
<TABLE>
<CAPTION>
Cost Fair Value
---------- ----------
<S> <C> <C>
December 31, 1998:
Cyprus Amax common stock held in
Common Stock Fund (31,847.760 shares)(a)(b) $ 686,488 $ 318,478
Participant Loans 310,522 310,522
Prime Reserve Fund (28,432 units) 28,432 28,432
Equity Income Fund (12,902.152 units)(b) 311,005 339,585
Spectrum Growth Fund (1,753.329 units) 28,026 28,842
Science & Technology Fund (5,050.895 units) 156,812 190,267
New Horizons Fund (9,245.672 units)(b) 213,592 215,794
Equity Index Fund (36,951.646 units)(b) 742,448 1,233,446
International Stock Fund (6,616.056 units) 88,700 99,175
Spectrum Income Fund (979.059 units) 11,155 11,259
Stable Value Fund (947,135 units)(b) 947,135 947,135
---------- ----------
$3,524,315 $3,722,935
========== ==========
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
<TABLE>
<CAPTION>
Cost Fair Value
---------- ----------
<S> <C> <C>
December 31, 1997:
Cyprus Amax common stock held in
Common Stock Fund (26,100.181 shares)(a)(b) $ 629,829 $401,290
Participant Loans 295,788 295,788
Prime Reserve Fund (21,343 units) 21,343 21,343
Equity Income Fund (11,208.289 units)(b) 262,299 292,200
Spectrum Growth Fund (1,644.504 units) 25,869 26,197
Science & Technology Fund (3,454.820 units) 110,045 94,178
New Horizons Fund (7,294.575 units)(b) 168,322 169,964
Equity Index Fund (32,632.157 units)(b) 567,261 860,836
International Stock Fund (5,392.962 units) 70,946 72,374
Spectrum Income Fund (1,159.450 units) 12,923 13,519
Stable Value Fund (961,397 units)(b) 961,397 961,397
---------- ----------
$3,126,022 $3,209,086
========== ==========
</TABLE>
(a) Investment pays dividends quarterly.
(b) Individual investments representing 5% or more of net assets available for
benefits as of December 31, 1998 or 1997.
NOTE 4 - Net Realized Gains (Losses) on Investments
- ---------------------------------------------------
Net realized gains (losses) from investment transactions for the year ended
December 31, 1998 were as follows:
<TABLE>
<CAPTION>
Common Equity International Spectrum
Stock Index Stock Income
Fund Fund Fund Fund
-------------- ---------------- ---------------- ------------
<S> <C> <C> <C> <C>
1998 Proceeds $ 35,787 $ 166,583 $ 3,882 $ 5,432
Cost 56,348 123,941 3,932 5,062
-------------- ---------------- ---------------- ------------
Net gain/(loss) $ (20,561) $ 42,642 $ (50) $ 370
============== ================ ================ ============
<CAPTION>
Science & Equity Spectrum New
Technology Income Growth Horizons
Fund Fund Fund Fund
-------------- ---------------- ---------------- ------------
<S> <C> <C> <C> <C>
1998 Proceeds $ 18,585 $ 76,682 $ 8,997 $ 5,389
Cost 19,710 72,636 8,426 5,647
-------------- ---------------- ---------------- ------------
Net gain/(loss) $ (1,125) $ 4,046 $ 571 $ (258)
============== ================ ================ ============
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
The cost of investments sold or transferred is determined on a Participant level
by the average cost method.
NOTE 5 - Unrealized Appreciation/(Depreciation) of Investments
- --------------------------------------------------------------
Net unrealized appreciation/(depreciation) of investments amounted to $198,620
and $83,064 at December 31, 1998 and 1997, respectively. The change in net
unrealized appreciation resulted in a Plan gain of $115,557 in 1998.
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. The
Plan has been amended since receiving the determination letter. However, the
Plan administrator and the Plan's tax counsel believe that the Plan is currently
designed and being operated in compliance with the applicable requirements of
the Internal Revenue Code. Accordingly, no provision for federal or state
income taxes has been included in the Plan's financial statements.
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, 1998 the Plan had
no benefits payable due to timing of the distributions by the Trustee. As of
December 31, 1997 the Plan had $74,838 benefits payable due to timing of the
distributions by the Trustee.
NOTE 8 - Subsequent Events
- --------------------------
Cyprus Amax will be liquidating its interest in Amax Metals Recovery in January
2000. The plan consists solely of the hourly Amax Metals Recovery employees.
Upon liquidation of the interest, the participants in the Plan will be allowed
to maintain their investments in the Plan and pay off any loans outstanding.
Cyprus Amax does not intend to terminate the plan at this time.
NOTE 9 - Transactions with Parties in Interest
- ----------------------------------------------
Certain Plan investments are shares of mutual funds managed by T. Rowe Price.
T. Rowe Price is the Plan trustee and recordkeeper as defined by the Plan.
Therefore, these transactions qualify as party-in-interest.
<PAGE>
SCHEDULE I
CYPRUS AMAX MINERALS COMPANY
----------------------------
THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
-----------------------------------------
ASSETS HELD FOR INVESTMENT
--------------------------
DECEMBER 31, 1998
-----------------
<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 $686,488 $ 318,478
Yes T. Rowe Price Prime Reserve Fund 28,432 28,432
Yes T. Rowe Price Equity Index Fund 742,448 1,233,446
Yes T. Rowe Price International Stock Fund 88,700 99,175
Yes T. Rowe Price Spectrum Income Fund 11,155 11,259
Yes T. Rowe Price Stable Value Fund 947,135 947,135
Yes T. Rowe Price New Horizons Fund 213,592 215,794
Yes T. Rowe Price Science & Technology Fund 156,812 190,267
Yes T. Rowe Price Equity Income Fund 311,005 339,585
Yes T. Rowe Price Spectrum Growth Fund 28,026 28,842
Yes Participant Loans Interest rate:
6.0% - 11.5%, with maturity 310,522 310,522
dates through 2002
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CYPRUS AMAX MINERALS COMPANY THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES SCHEDULE II
----------------------------------------------------------------------
LOANS OR FIXED-INCOME OBLIGATIONS IN DEFAULT
--------------------------------------------
DECEMBER 31, 1998
-----------------
Amount Received Unpaid
Party Original During Reporting Year Balance Amount Overdue
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> <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, 1998
----------------------------
Total
Party in Total Number Total Number Purchase Selling Cost of
Interest Issuer Description of Assets of Purchases of Sales Price Price Asset
- --------- ------- --------------------- ------------ ------------ -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Yes T. Rowe Price TRP Stable Value Fund 31 - $332,249 $ - $332,249
Yes T. Rowe Price TRP Stable Value Fund - 29 - 346,510 346,510
Yes T. Rowe Price Equity Index Fund 18 - 290,398 - 290,398
Yes T. Rowe Price Equity Index Fund - 34 - 157,854 118,384
Yes T. Rowe Price Equity Income Fund 13 - 118,450 - 118,450
Yes T. Rowe Price Equity Income Fund - 26 - 73,790 69,950
Current Value of
Asset on
Transaction Net Gain/(Loss)
Date on Sales
- ------------------ ---------------
<C> <C>
$332,249 $ -
346,510 -
290,398 -
157,854 39,470
118,450 -
73,790 3,840
</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, 1998 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 July 13, 1999, appearing
on page 26 of this Amendment Number 1 to the Annual Report on Form 10-K of
Cyprus Amax Minerals Company for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Denver, Colorado
July 13, 1999
