AMAX GOLD INC
8-K, 1994-03-08
GOLD AND SILVER ORES
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<PAGE>
 
                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                              -----------------

                                  FORM 8-K

                               Current Report

                   Pursuant to Section 13 or 15(d) of the 
                       Securities Exchange Act of 1934

                      Date of Report:    March 7, 1994
                                      --------------------


                               Amax Gold Inc.
- --------------------------------------------------------------------------------
           (Exact name of Registrant as specified in its charter)


      Delaware                      1-9620                   061199974
- --------------------------------------------------------------------------------
(State or other jurisdiction     (Commission              (IRS Employer
    of incorporation)             File No.)             Identification No.)   


      9100 East Mineral Circle                                 80155
- --------------------------------------------------------------------------------
      (Address of principal executive offices)               (Zip Code)


      Registrant's Telephone Number,
      including area code                                (303) 643-5500 
- --------------------------------------------------------------------------------


<PAGE>
 
Item 4.  Changes in Registrant's Certifying Accountant.
         ---------------------------------------------

         (a)  Previous independent accountants

              (i)  On March 1, 1994, Registrant's Board of Directors decided 
                   to appoint Price Waterhouse as Registrant's independent
                   accountants for fiscal year 1994, subject to ratification
                   by the stockholders at the Annual Meeting of Stockholders
                   to be held May 5, 1994. Price Waterhouse replaces Coopers &
                   Lybrand who have been Registrant's independent accountants
                   since Registrant's inception in 1987. The change was made
                   to realize certain synergies between Registrant and its new
                   40% stockholder Cyprus Amax Minerals Company following the
                   merger of AMAX Inc. with and into Cyprus Minerals Company
                   on November 15, 1993. Price Waterhouse are the independent
                   accountants for Cyprus Amax.

             (ii)  The reports of Coopers & Lybrand on the financial 
                   statements for the past two fiscal years contained no
                   adverse opinion or disclaimer of opinion and were not
                   qualified or modified as to uncertainty, audit scope or
                   accounting principles.

            (iii)  The Registrant's Audit Committee participated in and 
                   approved the decision to change independent accountants.

             (iv)  In connection with its audits for the two most recent 
                   fiscal years and through March 1, 1994, there have been no
                   disagreements with Coopers & Lybrand on any matter of
                   accounting principles or practices, financial statement
                   disclosure, or auditing scope or procedure, which
                   disagreements if not resolved to the satisfaction of
                   Coopers & Lybrand would have caused them to make reference
                   thereto in their report on the financial statements for such
                   years.

              (v)  During the two most recent fiscal years and through March 
                   1, 1994, there have been no reportable events (as defined
                   in Regulation S-K Item 304(a)(l)(v)).

             (vi)  The Registrant has requested that Coopers & Lybrand furnish
                   it with a letter addressed to the SEC stating whether or
                   not it agrees with the above statements. A copy of such
                   letter, dated March 7, 1994 is filed as Exhibit 1 to this
                   Form 8-K.

         (b)  New independent accountants

              (i)  The Registrant engaged Price Waterhouse as its new 
                   independent accountants as of March 1, 1994. During the two
                   most recent fiscal years and through March 1, 1994, the
                   Registrant has not consulted with Price Waterhouse on
<PAGE>
 
                   items which (1) were or should have been subject to
                   Statement of Auditing Standards No. 50 or (2) concerned the
                   subject matter of a disagreement or reportable event with
                   the former auditor, (as described in Regulation S-K 
                   Item 304(a) (2)).
<TABLE> 
<CAPTION> 
                  Item 7. Financial Statements and Exhibits
                          ---------------------------------
                   (c) Exhibits -

                     No.      Category        Exhibit
                    ----      --------        -------------
                    <C>       <C>             <S> 
                     1           16           Letter from the Company's
                                              previous independent 
                                              accountants regarding their
                                              agreement with the statements
                                              made in this Form 8-K regarding 
                                              their Firm.   
</TABLE> 

                                  SIGNATURE
                                  ---------
 
      Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.
 
 
March 7, 1994
 
 
                                Amax Gold Inc.
 
                                By: /s/ Pamela L. Saxton
                                    ---------------------------
                                    Pamela L. Saxton
                                    Vice President & Controller
 
<PAGE>
 
[LETTERHEAD OF COOPERS & LYBRAND APPEARS HERE]
 
 
March 7, 1994
 
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
 
Gentlemen:
 
We have read the statements made by Amax Gold Inc. (copy attached), which we 
understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, 
as part of the Company's Form 8-K report for the month of March 1994.  We 
agree with the statements concerning our Firm in such Form 8-K.
 
Very truly yours,
 
 
/s/ COOPERS & LYBRAND
 
COOPERS & LYBRAND
 
 
Attachment
 
 




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