<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year end December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from __________to ___________
THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES
Commission file number 1-9620
AMAX GOLD INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1199974
- -------------------------------------- ---------------------------------------
(State or other jurisdiction of (IRS Employers Identification No.)
incorporation or organization)
9100 East Mineral Circle, Englewood, Colorado 80155
- ---------------------------------------------------- ------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 643-5500
------------------------
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To The Participants and Administrator of the
Thrift Plan for Employees of
Amax Gold Inc. and Its Subsidiaries
In our opinion, the accompanying statements of net assets available for benefits
with Fund Information and the related statement of changes in net assets
available for benefits with Fund Information present fairly, in all material
respects, the net assets available for benefits of the Thrift Plan for Employees
of Amax Gold Inc. and Its Subsidiaries (the "Plan") at December 31, 1995 and
1994, and the changes in its net assets available for benefits for the year
ended December 31, 1995, 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 performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I and II is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is supplemental information
required by the Department of Labor's Rules & 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 benefits and the changes in net assets available for benefits of each fund.
Schedules I and II and the 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.
PRICE WATERHOUSE LLP
Denver, Colorado
June 26, 1996
<PAGE>
THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1995
<TABLE>
<CAPTION>
Common Partici- Prime New America Capital Equity
Stock pant Reserve Growth Apprecia- Index International
Total Fund Loans Fund Fund tion Fund Fund Stock Fund
------------ ---------- -------- -------- ---------- --------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments:
Amax Gold Inc.
common stock $ 1,511,615 $1,511,615 $ - $ - $ - $ - $ - $ -
Mutual funds 10,760,774 - - 12,811 1,779,471 243,545 2,081,718 353,490
Participant loans 646,077 - 646,077 - - - - -
Receivables:
Interest 3,515 272 - - 291 80 386 93
Participant
contributions and
loan repayments 104,501 2,320 (17,997) 15,121 17,988 4,638 19,879 5,977
Employer contributions 51,093 51,093 - - - - - -
---------- --------- ------- ------ --------- ------- --------- -------
Total assets 13,077,575 1,565,300 628,080 27,932 1,797,750 248,263 2,101,983 359,560
---------- --------- ------- ------ --------- ------- --------- -------
LIABILITIES - - - - - - - -
---------- --------- ------- ------ --------- ------- --------- -------
Net assets available
for benefits $13,077,575 $1,565,300 $628,080 $27,932 $1,797,750 $248,263 $2,101,983 $359,560
========== ========= ======= ====== ========= ======= ========= =======
Spectrum Stable
Income Value
Fund Fund
-------- ----------
<S> <C> <C>
ASSETS
Investments:
Amax Gold Inc.
common stock $ - $ -
Mutual funds 853,553 5,436,186
Participant loans - -
Receivables:
Interest 241 2,152
Participant
contributions and
loan repayments 8,744 47,831
Employer contributions - -
------- ---------
Total assets 862,538 5,486,169
------- ---------
LIABILITIES - -
------- ---------
Net assets available
for benefits $862,538 $5,486,169
======= =========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1994
<TABLE>
<CAPTION>
Common Partici- Prime New America Capital Equity
Stock pant Reserve Growth Apprecia- Index International
Total Fund Loans Fund Fund tion Fund Fund Stock Fund
----------- -------- -------- -------- ----------- ---------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments:
Amax Gold Inc.
common stock $ 732,100 $732,100 $ - $ - $ - $ - $ - $ -
Mutual funds 9,461,284 - - 8,201 1,176,666 90,154 1,704,275 230,262
Participant loans 863,446 - 863,446 - - - - -
Receivables:
Interest 4,098 486 - - 405 29 798 98
Participant
contributions and
loan repayments 102,731 4,055 - 501 13,211 1,567 18,347 4,982
Employer contributions 43,429 43,429 - - - - - -
---------- ------- ------- ------- ---------- ------- --------- -------
Total assets 11,207,088 780,070 863,446 8,702 1,190,282 91,750 1,723,420 235,342
---------- ------- ------- ------- --------- ------- --------- -------
LIABILITIES - - - - - - - -
---------- ------- ------- ------- --------- ------- --------- -------
Net assets available
for benefits $11,207,088 $780,070 $863,446 $ 8,702 $1,190,282 $ 91,750 $1,723,420 $235,342
========== ======= ======= ======= ========= ======= ========= =======
Spectrum Stable
Income Value
Fund Fund
--------- ----------
<S> <C> <C>
ASSETS
Investments:
Amax Gold Inc.
common stock $ - $ -
Mutual funds 832,116 5,419,610
Participant loans - -
Receivables:
Interest 278 2,004
Participant
contributions and
loan repayments 9,850 50,218
Employer contributions - -
-------- ---------
Total assets 842,244 5,471,832
------- ---------
LIABILITIES - -
------- ---------
Net assets available
for benefits $842,244 $5,471,832
======= =========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
Year Ended December 31, 1995
<TABLE>
<CAPTION>
New
Common Partici- Prime America Capital Equity Interna-
Stock pant Reserve Growth Apprecia- Index tional
Total Fund Loans Fund Fund tion Fund Fund Stock Fund
---------- ---------- -------- -------- --------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest and dividends $ 594,926 $ - $ - $ 467 $ 84,873 $ 18,436 $ 83,736 $ 10,276
Net realized gain (loss) on
investments 84,625 (22,040) - - 29,027 1,611 74,738 (3,430)
Net change in unrealized
appreciation/depreciation
in fair value of
investments 1,280,386 313,896 - - 423,202 12,618 424,961 21,280
Employer contributions 567,736 567,736 - - - - - -
Participant contributions
and loan repayments 1,341,989 52,643 (366,571) 33,836 209,767 49,013 287,592 67,798
Transfers between Plan funds
and loans - 70,893 288,232 (6,578) 31,888 79,049 (39,124) 53,401
Employee withdrawals (1,999,175) (197,898) (157,027) (8,495) (171,289) (4,214) (453,340) (25,107)
---------- -------- --------- ------- --------- -------- --------- ----------
Net increase (decrease) 1,870,487 785,230 (235,366) 19,230 607,468 156,513 378,563 124,218
Net assets available for
benefits:
Beginning of year 11,207,088 780,070 863,446 8,702 1,190,282 91,750 1,723,420 235,342
---------- --------- --------- ------- --------- -------- --------- ----------
End of year $13,077,575 $1,565,300 $ 628,080 $ 27,932 $1,797,750 $ 248,263 $2,101,983 $ 359,560
========== ========= ========== ======== ========= ========== ========= ==========
Spectrum Stable
Income Value
Fund Fund
---------- ---------
<S> <C> <C>
Investment Income:
Interest and dividends $ 61,154 $ 335,984
Net realized gain (loss) on
investments 4,719 -
Net change in unrealized
appreciation/depreciation
in fair value of
investments 84,429 -
Employer contributions - -
Participant contributions
and loan repayments 121,294 886,617
Transfers between Plan funds
and loans (66,081) (411,680)
Employee withdrawals (185,221) (796,584)
-------- ---------
Net increase (decrease) 20,294 14,337
Net assets available for
benefits:
Beginning of year 842,244 5,471,832
------- ---------
End of year $862,538 $5,486,169
======= =========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
The following description of the Thrift Plan for Employees of Amax Gold Inc.
and Its Subsidiaries (the "Plan") provides only general information. Refer to
the Plan document for a more complete description of the Plan's provisions.
Cyprus Minerals Company ("Cyprus") and Amax Inc. merged on November 15, 1993,
forming Cyprus Amax Minerals Company ("Cyprus Amax"). Prior to the merger, Amax
Gold Inc. ("Amax Gold" or the "Company") participated in the Amax Inc. Thrift
Plan for Salaried Employees (the "Amax Plan"). Effective November 15, 1993, the
Amax Plan was divided into two separate plans covering the employees of Amax
Gold and the former Amax Inc. Based on balances attributable to the Amax Gold
employees at the date of the merger, $11,835,048 was allocated to the Plan from
the Amax Plan, which amount, net of investment income and Plan activity for the
period from November 15, 1993, was received by the Trustee in April 1994.
General
The Plan is a defined contribution plan maintained by the Company for salaried
employees ("Eligible Employees" or "Participants"). The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
Administration
The Plan is administered by the Benefits Committee, which is comprised of five
Amax Gold officers. Internal costs to administer the Plan are paid by the
Company. Other Plan administrative expenses are paid either by the Plan or by
the Company. Administrative expenses paid by the Company during 1995 were
approximately $20,000. There were no administrative expenses paid by the Plan
during 1995.
Enrollment
Eligible employees can enroll in the Plan at any time.
Contributions
Effective April 1, 1994, participants can make contributions of up to
16 percent of basic compensation. Amax Gold contributes an amount equal to
75 percent of the first six percent of each Participant's contribution, which is
invested 100 percent in Amax Gold common stock.
Participant rollover contributions are permitted at the discretion of the
Committee provided all legal requirements are satisfied.
Vesting
Participants are immediately vested in their employee contributions and the
earnings attributable to those contributions. All Participants are immediately
100 percent vested in the employer contributions to the Plan and the earnings
attributable to those contributions.
Loans
Participants may borrow from their Plan accounts. Loans are in the form of
cash and may not exceed 50 percent of a Participant's vested account balance or
$50,000, reduced by the Participant's highest loan balance in the preceding
twelve months. Participants are charged a reasonable rate of interest on
outstanding loans as determined by the Benefits Committee. In general, loan
terms may not exceed five years.
<PAGE>
THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
Loan repayments are made through regular payroll deductions. A Participant may
prepay all of the outstanding loan balance; however, partial prepayments are not
allowed.
Distributions
Participants may withdraw all or a portion of vested contributions subject to
certain conditions as specified in the Plan document.
Participant's 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. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are presented on the accrual basis.
Valuation of Assets
Plan investments are valued at net asset value as determined by the Trustee,
based on the quoted market prices of the underlying investments.
Participant loans are valued at principal amount, which approximates fair market
value.
Transfers of assets into the Plan are shown at fair market value. The cost of
investments sold or transferred is determined on a Participant level by the
average cost method. Assets transferred out of the Plan are reported at market
value with the difference between cost and market reported as realized gains or
losses.
3. INVESTMENTS
Investment Options
Effective April 1, 1994, T. Rowe Price became the recordkeeper and Trustee of
the Plan. Participants may elect to invest their contributions to the Plan in
Amax Gold 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 four equity funds (New America
Growth Fund, Capital Appreciation Fund, Equity Index Fund and International
Stock Fund).
As of December 31, 1995, the number of Participants who held assets in the
various investment options were as follows: 386 in Amax Gold common stock, 28
in the Prime Reserve Fund, 198 in the New America Growth Fund, 62 in the Capital
Appreciation Fund, 208 in the Equity Index Fund, 272 in the Stable Value Fund,
67 in the International Stock Fund and 168 in the Spectrum Income Fund.
<PAGE>
THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
Investments Held
Investments held by the Trustee as of December 31, 1995 and 1994, consisted of
the following:
<TABLE>
<CAPTION>
Cost Fair Value
----------- -----------
<S> <C> <C>
December 31, 1995:
Amax Gold Inc. common stock held in
Common Stock Fund (208,499 shares)/(a)/ $ 1,334,709 $ 1,511,615
Participant loans/(a)/ 646,077 646,077
Prime Reserve Fund (12,811 units) 12,811 12,811
New America Growth Fund (50,973 units)/(a)/ 1,411,237 1,779,471
Capital Appreciation Fund (17,816 units) 234,994 243,545
Equity Index Fund (120,960 units)/(a)/ 1,638,775 2,081,718
International Stock Fund (28,903 units) 348,260 353,490
Spectrum Income Fund (75,939 units)/(a)/ 803,890 853,553
Stable Value Fund (5,436,186 units)/(a)/ 5,436,186 5,436,186
---------- ----------
$11,866,939 $12,918,466
========== ==========
December 31, 1994:
Amax Gold Inc. common stock held in
Common Stock Fund (122,017 shares)/(a)/ $ 869,090 $ 732,100
Participant loans/(a)/ 863,446 863,446
Prime Reserve Fund (8,201 units) 8,201 8,201
New America Growth Fund (46,289 units)/(a)/ 1,231,635 1,176,666
Capital Appreciation Fund (7,451 units) 94,220 90,154
Equity Index Fund (130,197 units)/(a)/ 1,686,293 1,704,275
International Stock Fund (20,341 units) 246,312 230,262
Spectrum Income Fund (82,306 units)/(a)/ 866,882 832,116
Stable Value Fund (5,419,610 units)/(a)/ 5,419,610 5,419,610
---------- ----------
$11,285,689 $11,056,830
========== ==========
</TABLE>
/(a)/ Individual investments representing 5 percent or more of net assets
available for benefits as of December 31, 1995 and 1994.
4. NET REALIZED GAINS (LOSSES) ON INVESTMENTS
Net realized gains (losses) from investment transactions were as follows:
<TABLE>
<CAPTION>
Capital
Common New America Appreciation
Stock Fund Growth Fund Fund
---------- ----------- ------------
<S> <C> <C> <C>
1995 Proceeds $ 230,889 $ 244,107 $ 33,193
Cost 252,929 215,080 31,582
-------- -------- -------
Net gain (loss) $ (22,040) $ 29,027 $ 1,611
======== ======== =======
Equity International Spectrum
Index Fund Stock Fund Income Fund
---------- ------------- -----------
1995 Proceeds $ 131,019 $ 592,924 $ 254,826
Cost 134,449 518,186 250,107
-------- -------- --------
Net gain (loss) $ (3,430) $ 74,738 $ 4,719
======== ======== ========
</TABLE>
<PAGE>
THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
5. UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS
Net unrealized appreciation (depreciation) of investments amounted to
$1,051,527 and $(228,859) at December 31, 1995 and 1994, respectively. The
change in net unrealized appreciation/depreciation resulted in a Plan gain of
$1,280,386 in 1995.
6. TAX STATUS
Amax Gold has requested an IRS determination letter as to the qualified status
of the Plan. As of June 1996, an IRS determination letter has not been
received. Management of the Company is of the opinion that the Plan fulfills
the requirements of a qualified plan and that the trust which forms a part of
the Plan is not subject to tax. Accordingly, no provision for federal or state
income taxes has been provided.
7. PLAN AMENDMENT
On May 5, 1995, the Company entered into an agreement with its affiliate,
Cyprus Amax. This agreement, which has an effective date of March 1, 1994,
states that both the Plan and the Cyprus Amax Minerals Company Savings Plan and
Trust will recognize the service of an employee transferred from the other
company for purposes of eligibility, vesting and entitlement to share in Company
contributions.
8. SUBSEQUENT EVENTS
Effective April 1, 1996, the Capital Appreciation Fund and the New America
Growth Fund were eliminated as investment options under the Plan. As of that
date, the following new investment options became available to Participants
under the Plan: the Equity Income Fund, the New Horizons Fund, the Spectrum
Growth Fund and the Science and Technology Fund. As of May 1, 1996 Participant
contributions directed to the Capital Appreciation Fund are invested in the
Equity Income Fund while Participant contributions directed to the New America
Growth Fund are invested in the New Horizons Fund. On November 1, 1996, the
balances remaining in the Capital Appreciation Fund and the New America Growth
Fund will be transferred to the Equity Income Fund and the New Horizons Fund,
respectively.
9. 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. The benefits payable as of December
31, 1994 were $299,569 while as of December 31, 1995 there were no benefits
payable due to timing of the distributions by the Trustee.
<PAGE>
Schedule I
THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES
ASSETS HELD FOR INVESTMENT
December 31, 1995
<TABLE>
<CAPTION>
Party in Description Historical Current
Interest Issuer of Investment Cost Value
- -------- ------ ------------- ---------- -------
<S> <C> <C> <C> <C>
Yes Amax Gold Inc. Amax Gold Inc. $1,334,709 $1,511,615
Common Stock
No par value
(208,499 shares)
Yes Participant Loans Interest rate 646,077 646,077
7.0% - 11.5%
Yes T. Rowe Price Prime Reserve Fund 12,811 12,811
(12,811 units)
Yes T. Rowe Price New America Growth
Fund (50,973 units) 1,411,237 1,779,471
Yes T. Rowe Price Capital Appreciation
Fund (17,816 units) 234,994 243,546
Yes T. Rowe Price Equity Index Fund 1,638,775 2,081,719
(120,960 units)
Yes T. Rowe Price International Stock 348,260 353,490
Fund (28,903 units)
Yes T. Rowe Price Spectrum Income 803,890 853,553
Fund (75,939 units)
Yes T. Rowe Price Stable Value Fund 5,436,186 5,436,186
(5,436,186 units)
</TABLE>
<PAGE>
Schedule II
THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES
TRANSACTIONS IN EXCESS OF 5 PERCENT OF THE CURRENT VALUE OF PLAN ASSETS
December 31, 1995
<TABLE>
<CAPTION>
Current Value
Total of Asset on Net
Purchase Selling Cost of Transaction Gain/(Loss)
Description of Assets Price Price Asset Date on Sales
- --------------------- --------- ---------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Amax Gold Common Stock $ 703,895 $ - $ 703,895 $ 703,895 $ -
Amax Gold Common Stock - 216,235 238,587 216,235 (22,352)
T. Rowe Price New America Growth 378,080 - 378,080 378,080 -
T. Rowe Price New America Growth - 227,506 201,383 227,506 26,123
T. Rowe Price Equity Index Fund 421,118 - 421,118 421,118 -
T. Rowe Price Equity Index Fund - 543,373 473,733 543,373 69,640
T. Rowe Price Stable Value Fund 1,154,007 - 1,154,007 1,154,007 -
T. Rowe Price Stable Value Fund - 1,137,431 1,137,431 1,137,431 -
</TABLE>
<PAGE>
SIGNATURES
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 thereunto duly authorized.
THRIFT PLAN FOR EMPLOYEES OF
AMAX GOLD INC. AND ITS SUBSIDIARIES
By /s/ David L. Mueller
------------------------------------------
David L. Mueller
Vice President and Controller
Amax Gold Inc.
Dated: June 26, 1996
<PAGE>
EXHIBIT 23
THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 33-53665 and 33-54553) of the Thrift Plan for
Employees of Amax Gold Inc. and Its Subsidiaries of our report dated
June 26, 1996, appearing on page 2 of this Form 11-K of Amax Gold Inc. for the
year ended December 31, 1995.
PRICE WATERHOUSE LLP
Denver, Colorado
June 26, 1996
