SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from __________ to __________
Commission file number 1-82
CYPRUS AMAX MINERALS COMPANY
SAVINGS PLAN AND TRUST
PHELPS DODGE CORPORATION
2600 NORTH CENTRAL AVENUE
PHOENIX, ARIZONA 85004-3089
<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, 1999 and 1998, and the changes in net assets available for benefits
for the year ended December 31, 1999, in conformity with accounting principles
generally accepted in the United States. 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 auditing standards generally
accepted in the United States, 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 investment purposes at end of year and of 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. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules 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
July 12, 2000
Phoenix, Arizona
<PAGE>
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
1999 1998
------------ ------------
ASSETS
Investments (Note 3) $233,946,698 $289,579,329
Receivables:
Employer contributions 781,640 1,279,099
Participant contributions and loan repayments 889,004 1,275,204
Pending sales 348,143 --
------------ ------------
Total assets 235,965,485 292,133,632
------------ ------------
LIABILITIES
Minimum required distributions payable to
participants -- 15,783
------------ ------------
Total liabilities -- 15,783
------------ ------------
Net assets available for benefits $235,965,485 $292,117,849
============ ============
The accompanying notes are an integral part of these financial statements.
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<PAGE>
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
Additions to net assets attributable to:
Investment income:
Interest and dividends $ 13,467,228
Net appreciation in fair value of investments (Note 3) 56,934,488
-------------
70,401,716
Employer contributions 4,020,856
Participant contributions and loan repayments 13,734,158
-------------
Total additions 88,156,730
Decrease in net assets attributable to:
Benefits paid to participants 29,598,352
-------------
Net increase in net assets, prior to transfer 58,558,378
Net transfers (Note 1) (114,710,742)
-------------
Net decrease (56,152,364)
Net assets available for benefits, at beginning of year 292,117,849
-------------
Net assets available for benefits, at end of year $ 235,965,485
=============
The accompanying notes are an integral part of these financial statements.
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<PAGE>
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
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 Phelps Dodge
Corporation ("Phelps Dodge") for salaried and hourly nonrepresented
employees ("Eligible Employees" or "Participants") of the former Cyprus
Amax entities. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").
Phelps Dodge became the sponsor of the Plan on October 16, 1999, following
its acquisition of Cyprus Amax.
LEVERAGED ESOP
On February 8, 1990, the Plan was amended to include the features of a
leveraged employee stock ownership plan ("Leveraged ESOP"). The Plan
purchased 4,245,810 shares of Cyprus 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 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.
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. When the Leveraged ESOP was dissolved, 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
contained an ending net assets available for benefits balance that
represented all shares released and allocated to Participants.
As a result of the acquisition of Cyprus Amax by Phelps Dodge, all shares
of Cyprus Amax stock held on October 16, 1999 were converted on November 5
and December 3, 1999 into Phelps Dodge common stock. On the November 5,
1999 conversion date, participants had the option of converting each share
of Cyprus Amax stock into .35 shares of Phelps Dodge common stock or
receiving $13.488782 in cash per share of Cyprus Amax stock plus .1201522
shares of Phelps Dodge common stock. If the latter option was selected the
cash portion was deposited into the Prime Reserve Fund. On the December 3,
1999 conversion date, participants received .35 shares of Phelps Dodge
common stock for each share of Cyprus Amax stock. In conjunction with this
transaction, the Leveraged ESOP Fund was liquidated. All Phelps Dodge
common stock is held in the common stock fund.
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<PAGE>
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN (CONTINUED)
Prior to the discontinuance of the Leveraged ESOP, shares of Cyprus Amax
Minerals Company common stock allocated to Participants were 141,987 for
1998. 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 prior to discontinuance was
determined by the closing price of Cyprus Amax common stock on the dividend
payment date and amounted to 49,550 in 1998. Additional shares allocated to
Participants as employer contributions based upon their proportion of
Matchable Contributions for the appropriate quarters were 92,274 in 1998.
All shares were allocated to Participants at their original cost to the
Plan of $22.375 per share.
ADMINISTRATION
The Plan is administered by the Cyprus Amax Minerals Corporation Benefits
Committee (the "Plan Administrator"), a committee appointed by Phelps
Dodge's Board of Directors consisting of three Phelps Dodge officers. Prior
to October 16, 1999, the Plan was administered by the Cyprus Amax Minerals
Company Benefits Committee composed of Cyprus Amax officers. T. Rowe Price
Retirement Plan Services, Inc. serves as the Plan's recordkeeper and T.
Rowe Price Trust Company serves as trustee. During 1999, Plan
administrative expenses were paid by Cyprus Amax and Phelps Dodge.
ELIGIBILITY
Employees are eligible to enroll in the Plan on the first day of the first
month following date of employment.
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 and made 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 percent
of Participant's pre-tax and after-tax contributions, up to the first 6
percent of their base pay contributed to the Plan. Such employer matching
contribution was used to purchase shares of Cyprus Amax common stock, with
the shares of stock then allocated to Participants' accounts. In
conjunction with the purchase of Cyprus Amax by Phelps Dodge, employer
contributions are used to purchase Phelps Dodge common stock.
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.
- 5 -
<PAGE>
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN (CONTINUED)
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. The Plan was
amended effective January 1, 1998 which allowed Participants affected by
sales of Cyprus Amax subsidiaries who did not request a 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.
DISTRIBUTIONS
Participants may withdraw all or a portion of vested contributions subject
to certain conditions as specified in the Plan document.
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.
TRANSFER OF PLAN ASSETS
In connection with the 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.
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. This transfer, of $114,990,985, which is
included in "Net transfers" of $114,710,742 on the accompanying statement
of changes in net assets available for benefits, was completed on August 6,
1999.
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 accounting
principles generally accepted in the United States 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, such as those regarding fair value. Actual results could
differ from those estimates.
- 6 -
<PAGE>
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
VALUATION OF ASSETS AND INCOME RECOGNITION
Phelps Dodge common stock, BP Amoco Corporation common stock and the former
Cyprus Amax common stock are valued at fair market value based on the
quoted market price.
Participant loans are valued at cost, which approximates fair market value.
The remaining investments are valued at the net asset value of shares held
by the Plan at year end.
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.
Purchases and sales of securities are recorded on a trade-date basis.
Dividends are recorded on the ex-dividend date.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
RECLASSIFICATIONS
Certain reclassifications have been made to the prior year financial
statements to conform to the current year presentation.
3. INVESTMENTS
INVESTMENT OPTIONS
On December 22, 1999, the Plan was amended to permit the Plan to hold
Phelps Dodge common stock. Participants may elect to invest their
contributions to the Plan in Phelps Dodge common stock or a variety of T.
Rowe Price funds. Prior to December 22, 1999 all employer contributions
were invested in Phelps Dodge common stock or the former Cyprus Amax common
stock. Effective December 22, 1999, employer contributions are invested
using the same investment allocation percentages used by each individual
for his/her employee contributions. Shares of Phelps Dodge and formerly
Cyprus Amax common stock purchased by employer contributions may not be
transferred or sold until properly withdrawn in accordance with Plan
provisions. Upon distribution, these shares are unrestricted and may be
freely traded.
BP Amoco Corporation common stock is held as an investment but is not a
current investment option. The BP Amoco Corporation common stock was
transferred from the Employee Savings Plan of the former Amoco Corporation
and participating companies in 1985 when Cyprus became an independent,
publicly-owned company and ceased to be a wholly-owned subsidiary of the
former Amoco Corporation.
- 7 -
<PAGE>
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
3. INVESTMENTS (CONTINUED)
The following presents investments that represent 5 percent or more of the
Plan's net assets at fair value.
DECEMBER 31,
--------------------------
1999 1998
----------- -----------
Common Stock Fund
Phelps Dodge Corporation common stock,
623,706 and 0 shares, respectively $42,022,181* $ --
Cyprus Amax Minerals Company common stock,
0 and 2,392,010.136 shares,rrespectively -- 23,920,101
Leveraged ESOP
Leveraged ESOP Fund, Cyprus Amax Minerals
Company common stock, 0 and 1,241,535
shares, respectively -- 12,415,349*
T. Rowe Price
Stable Value Fund, 27,487,701.95 and
43,182,742.34 shares, respectively 27,487,702 43,182,743
Spectrum Income Fund, 931,785.463 and
1,530,731.536 shares, respectively 9,979,422 17,603,413
New Horizons Fund, 632,187.635 and
1,081,074.924 shares, respectively 17,404,126 25,232,289
Equity Income Fund, 627,330.905 and
975,200.405 shares, respectively 15,564,080 25,667,274
Prime Reserve Fund, 28,934,964 and
26,912,306 shares, respectively 28,934,964 26,912,306
Equity Index Fund, 1,306,776.581 and
2,135,556.799 shares, respectively 51,696,093 71,284,886
Science and Technology Fund, 299,839.211
and 280,883.013 shares, respectively 19,102,756 10,580,863
* Nonparticipant - directed
- 8 -
<PAGE>
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
3. INVESTMENTS (CONTINUED)
During 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
in value by $56,934,488 as follows:
Mutual funds $20,577,292
Common stock 36,357,196
-----------
$56,934,488
===========
4. NONPARTICIPANT - DIRECTED INVESTMENTS
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant - directed investments
is as follows:
DECEMBER 31,
--------------------------------
1999 1998
------------ -----------
Net assets:
Common stock:
Phelps Dodge $ 42,022,181 $ --
Cyprus Amax -- 36,335,450
BP Amoco 2,341,278 4,654,501
------------ -----------
$ 44,363,459 $40,989,951
============ ===========
Changes in net assets:
Contributions $ 5,761,653
Dividends 1,204,268
Net appreciation 36,357,196
Benefits paid to participants (4,481,595)
Transfers to participant -
directed investments (35,468,014)
------------
$ 3,373,508
============
5. 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.
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<PAGE>
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
6. 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, those transactions qualify as party-in-interest.
Phelps Dodge, as Plan sponsor, is also a party-in-interest. Investments
include shares of Phelps Dodge common stock. Purchases of $36,491,027 and
sales of $875,327 were made during 1999. Prior to October 16, 1999, Cyprus
Amax was Plan sponsor and was therefore a party-in-interest. Investments
included shares of Cyprus Amax common stock. Purchases of $8,206,442 and
sales of $73,101,660 were made during 1999. The market value of the Phelps
Dodge common stock was $67.375 per share as of December 31, 1999. The
market value of the Cyprus Amax common stock was $10.00 per share as of
December 31, 1998.
7. PLAN TERMINATION
Although it has not expressed any intent to do so, Phelps Dodge has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA.
8. 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 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.
9. SUBSEQUENT EVENTS
Effective January 1, 2001, American Century, Inc. will become trustee of
the Plan assets. As a result all T. Rowe Price funds will be liquidated and
transferred to the American Century, Inc. fund options at the Participants'
direction.
- 10 -
<PAGE>
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
DECEMBER 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PARTY IN IDENTITY OF ISSUE, BORROWER CURRENT
INTEREST LESSOR, OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE
-------- ------------------------ ------------------------- ---- -----
<S> <C> <C> <C> <C>
Yes Phelps Dodge Corporation Phelps Dodge Corporation
common stock
No par value $35,764,896 $ 42,022,181
No BP Amoco Corporation BPAmoco Corporation
common stock
No par value 364,345 2,341,278
Yes T. Rowe Price Prime Reserve Fund 28,934,964 28,934,964
Yes T. Rowe Price Equity Index Fund 24,779,009 51,696,093
Yes T. Rowe Price International Stock Fund 6,660,402 9,489,296
Yes T. Rowe Price Spectrum Income Fund 10,268,086 9,979,422
Yes T. Rowe Price Stable Value Fund 27,487,702 27,487,702
Yes T. Rowe Price New Horizons Fund 14,808,194 17,404,126
Yes T. Rowe Price Science & Technology Fund 13,495,440 19,102,756
Yes T. Rowe Price Equity Income Fund 14,980,675 15,564,080
Yes T. Rowe Price Spectrum Growth Fund 2,546,671 2,776,965
Yes Participant loans Interest rate
6% - 11.5%, with maturity
dates through 2009 7,147,836
------------
$233,946,698
============
</TABLE>
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<PAGE>
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
SCHEDULE OF REPORTABLE TRANSACTIONS (A)
FOR THE YEAR ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Number of Number of Purchase Selling Lease
Issuer Description of Assets Purchases Sales Price Price Rental
------ --------------------- --------- ----- ----- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Single Transactions
-------------------
T. Rowe Price Phelps Dodge Common Stock 1 $ 19,382,781
1 16,341,952
Cyprus Amax Common Stock 1 $ 18,533,157
1 15,326,979
Stable Value Fund 1 17,439,639
Equity Index Fund 1 26,573,921
Series of Transactions
----------------------
T. Rowe Price Phelps Dodge Common Stock 19 36,491,027
9 875,327
Cyprus Amax Common Stock 64 3,268,426
160 43,245,251
Cyprus Amax Common Stock KSOP 10 4,938,016
179 29,856,409
Current
Value of
Expense Asset on Net Gain
Incurred with Cost of Transaction or (Loss)
Issuer Description of Assets Transaction Asset Date on Sales
------ --------------------- ----------- ----- ---- --------
Single Transactions
-------------------
T. Rowe Price Phelps Dodge Common Stock $ 19,382,781 $ 19,382,781
16,341,952 16,341,952
Cyprus Amax Common Stock 18,533,157 18,533,157 $ --
15,326,979 15,326,979 --
Stable Value Fund 17,439,639 17,439,639 --
Equity Index Fund 14,552,570 26,573,921 12,021,351
Series of Transactions
----------------------
T. Rowe Price Phelps Dodge Common Stock 36,491,027 36,491,027
736,198 875,327 139,129
Cyprus Amax Common Stock 3,268,426 3,268,426
49,281,867 43,245,251 (6,036,616)
Cyprus Amax Common Stock KSOP 4,938,016 4,938,016
34,303,085 29,856,409 (4,446,676)
</TABLE>
(a) Transactions or series or transactions in excess of 5 percent of the
current value of the Plan's assets as of January 1, 1999 as defined in
Section 2520.103-6 of the Department of Labor's Rules and Regulations for
Reporting and Disclosure under ERISA.
- 12 -
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the Committee has duly caused this Annual Report to be signed by the undersigned
hereunto duly authorized.
Cyprus Amax Minerals Company
Savings Plan and Trust
Date: July 13, 2000 By: /s/ David L. Pulatie
------------------------------------
David L. Pulatie, Chairman Benefits
Administration Committee
