================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------
CYPRUS AMAX MINERALS COMPANY
AND
CYPRUS AMAX FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
Cyprus Amax Minerals Company - Cyprus Amax Minerals Company -
Delaware 36-2684040
Cyprus Amax Finance Corporation - Cyprus Amax Finance Corporation -
Delaware 84-1272742
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2600 North Central Avenue
Phoenix, AZ 85004-3089
(602) 234-8100
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
----------
S. David Colton
Senior Vice President and General Counsel
2600 North Central Avenue, Phoenix, AZ 85004-3089
(602) 234-8100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Michael W. Blair, Esq.
Debevoise & Plimpton
875 Third Avenue
New York, NY 10022
(212) 909-6000
================================================================================
<PAGE>
Approximate date of commencement of the proposed sale to the public: From
time to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<PAGE>
EXPLANATORY NOTE
Certain debt and equity securities of Cyprus Amax Minerals Company and
Cyprus Amax Finance Corporation (the "Registrants") with an aggregate offering
price not to exceed $500,000,000 were registered under the Securities Act of
1933, as amended, by the filing of a Registration Statement on Form S-3 (File
No. 33-54097) (the "Registration Statement"). The Registration Statement was
declared effective on July 12, 1994. On May 10, 1995, pursuant to the
Registration Statement, Cyprus Amax Minerals Company offered and sold an
aggregate principal amount of $250,000,000 of its 7 3/8% promissory notes due
May 15, 2007. No other offers or sales have been made pursuant to the
Registration Statement.
Phelps Dodge Corporation completed its acquisition of Cyprus Amax Minerals
Company and its wholly owned subsidiary Cyprus Amax Finance Corporation on
December 3, 1999. On that date, Cyprus Amax Minerals Company filed a Form 15
with the Securities and Exchange Commission (the "Commission") to terminate the
registration of Cyprus Amax Minerals Company under the Securities Exchange Act
of 1934, as amended, and its obligation to file reports thereunder. On December
14, 1999, the New York Stock Exchange filed a notification on Form 25 with the
Commission of its intention to delist and deregister Cyprus Amax Minerals
Company on December 29, 1999. Consequently, the Registrants are no longer
eligible to use the Registration Statement.
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 2 to the Registration statement is filed
to deregister the remaining securities, which have an aggregate offering price
of $250,000,000, registered under the Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of Cyprus
Amax Minerals Company and Cyprus Amax Finance Corporation certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in Phoenix, Arizona on the 26th day of July, 2000.
CYPRUS AMAX MINERAL CORPORATION
By: /s/ Gregory W. Stevens
-------------------------------
Gregory W. Stevens
Vice President and Treasurer
CYPRUS AMAX FINANCE CORPORATION
By: /s/ Gregory W. Stevens
-------------------------------
Gregory W. Stevens
Vice President and Treasurer
