<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year-ended December 31, 1997
[_] 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 1-9620
AMAX GOLD INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1199974
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9100 EAST MINERAL CIRCLE 80112
ENGLEWOOD, COLORADO (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (303) 643-5500
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<TABLE>
<CAPTION>
===================================================================================================
Title of each class Name of each exchange on which registered
- ---------------------------------------------------------------------------------------------------
<S> <C>
Common Stock, $0.01 par value (114,873,878 shares New York Stock Exchange, Inc.
outstanding at February 9, 1998) The Toronto Stock Exchange
$3.75 Series B Convertible Preferred Stock, $1.00 par New York Stock Exchange, Inc.
value (1,840,000 shares outstanding
at February 9, 1998)
===================================================================================================
</TABLE>
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 the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. X
-----
The aggregate market value of voting stock held by non-affiliates at the closing
price of $3 5/16 on February 9, 1998, was approximately $136,600,000.
<PAGE>
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
INFORMATION CONCERNING DIRECTOR NOMINEES
MILTON H. WARD, age 65, has been Chairman of the Board of Directors and Chief
Executive Officer of the Company since November 1993. Mr. Ward also served as
President of the Company from November 1993 to February 1995. Mr. Ward has been
Chairman, President and Chief Executive Officer of Cyprus Amax since May 1992.
Mr. Ward served as a Director, President and Chief Operating Officer of
Freeport-McMoRan Inc. from 1983 until 1992 and Chairman and Chief Executive
Officer of Freeport McMoRan Copper & Gold Inc. from 1984 until 1992. Mr. Ward
is a director of the National Mining Association and a member of the National
Academy of Engineering.
LELAND O. ERDAHL, age 69, has been a director of the Company since June 1997 and
Vice President and Chief Financial Officer of the Company since March 1997.
Since 1992, he has been an independent businessman and corporate director. Prior
to 1992, Mr. Erdahl served in executive positions with mining and high
technology companies, including service as President and Chief Executive Officer
of Ranchers Exploration and Development Corporation and President and Chief
Executive Officer of Stolar, Inc. Mr. Erdahl is a director of Hecla Mining
Company, Canyon Resources Corporation, Uranium Resources, Inc. and Original
Sixteen to One Mine, Inc. and serves as a trustee for John Hancock Mutual Funds.
RICHARD H. BLOCK, age 47, has been a director of the Company since July 1996.
Mr. Block has been President of IMC-Agrico Company since January 1996. Mr.
Block served as Executive Vice President and Chief Operating Officer of
Freeport-McMoRan Inc., Senior Vice President of Freeport McMoRan Copper & Gold
Inc. and Chairman of Rio Tinto Minera, S.A., a Spanish affiliate, from June 1994
to January 1996. He served as Senior Vice President of Freeport-McMoRan from
August 1993 to June 1994, and served as President of The Agrico Chemical Company
Division of Freeport-McMoRan from April 1990 to August 1993. He is a director
of the Potash and Phosphate Institute, The Florida Phosphate Council, and the
Phosphate Chemicals Export Association, and has served on the Boards of The
Fertilizer Institute and The Sulfur Institute and on the Council of the
International Fertilizer Industry Association.
ALLEN BORN, age 64, has been a director of the Company since May 1987. Mr. Born
has served as Chairman and Chief Executive Officer of Alumax Inc. since November
1993. He served as Chairman of AMAX Inc. from June 1988 to November 1993, as
Chief Executive Officer of AMAX Inc. from January 1986 to November 1993 and as
President and Chief Operating Officer of AMAX Inc. from June 1985 through July
1991. Mr. Born is a director of Cyprus Amax, AK Steel and the International
Primary Aluminium Institute and the Chairman of the Aluminum Association.
GERALD J. MALYS, age 53, has been a director of the Company since November 1993.
Mr. Malys has been Senior Vice President and Chief Financial Officer of Cyprus
Amax since August 1989. He served as Senior Vice President, Financial and
Information Services of Cyprus Amax from August 1988 to July 1989 and Vice
President and Corporate Controller of Cyprus Amax from 1985 to August 1988.
VERNON TAYLOR, JR., age 82, has been a director of the Company since May 1987.
Mr. Taylor has served as President and Director of Westhoma Oil Company and
Peerless, Inc. since 1966. He served as a director of Cyprus Amax from July
1985 to May 1993.
RUSSELL L. WOOD, age 70, has been a director of the Company since May 1987. Mr.
Wood has been a mining consultant and independent businessman since May 1989.
He served as President and Chief Executive Officer of Asamera Minerals Inc. from
May 1990 to February 1992 and as President of Copper Range Company from 1985 to
1989. He is a trustee of the Western Museum of Mining and Industry in Colorado
Springs.
INFORMATION CONCERNING EXECUTIVE OFFICERS
For information concerning executive officers, see "Items 1 and 2. Business and
Properties - Executive Officers.".
1
<PAGE>
COMPLIANCE WITH EXCHANGE ACT SECTION 16(a)
The Company's officers and directors and persons who are beneficial owners of
more than 10 percent of the Common Stock ("10 percent beneficial owners") are
required to file reports of their holdings and transactions in the Common Stock
with the Securities and Exchange Commission and to furnish the Company with
copies of such reports. Based primarily upon its review of the copies it has
received and upon written representations it has obtained from some of these
persons, the Company believes that during the fiscal year ended December 31,
1997, the Company's officers, directors and 10 percent beneficial owners have
complied with all such filing requirements.
COMPENSATION OF DIRECTORS
For their services, all directors (except Messrs. Ward and Erdahl) receive an
annual retainer of $15,000, and a $1,000 fee for attendance at meetings of the
Board of Directors. Members of committees of the Board of Directors (except
Messrs. Ward and Erdahl) are compensated at the rate of $600 per committee
meeting attended, while committee chairmen receive $1,000 per meeting attended.
As an officer of the Company, Mr. Ward is eligible to participate in the Amax
Gold Inc. 1992 Stock Option Plan (the "Stock Option Plan") and the Amax Gold
Inc. Key Executive Long-Term Incentive Plan (the "Long-Term Incentive Plan").
Under the Stock Grant Plan for Nonemployee Directors, on the day following the
annual meeting of stockholders in each year, each director who is not then an
officer or employee of the Company or any of its subsidiaries will be granted
1,500 shares of Common Stock, until a maximum of 100,000 shares in the aggregate
have been granted. As of January 30, 1998, a total of 30,000 shares had been
granted to five directors.
The Company has a Deferred Compensation Plan for Directors (the "Deferred
Compensation Plan"), under which any director who is not an employee of the
Company may elect to defer all or a portion of his director's fees. Amounts
deferred under the Deferred Compensation Plan are credited to a participant's
account in the form of a right to receive shares of the Common Stock at the
closing market price on the Composite Tape of the New York Stock Exchange on the
date such participant would have received such compensation had a deferral
election not then been in effect. Distributions are made to participants upon
or following termination of service as a director. Messrs. Born, Malys and Wood
elected to participate in the Deferred Compensation Plan during 1997.
2
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------- ------------------------------
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING ALL OTHER
FISCAL SALARY BONUS COMP. AWARDS OPTIONS/ COMPEN-
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($)(A) SARS (#)(B) SATION ($)(C)
- ----------------------------- ------ -------- -------- --------- -------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Milton H. Ward(D) 1997 309,590 - - - 100,000 -
Chairman and 1996 292,000 - - - - -
Chief Executive Officer 1995 267,707 - - - 75,000 -
S. Scott Shellhaas(E) 1997 255,000 100,000 - 153,125 38,000 7,680
President and Chief 1996 165,000 100,000 50,565(F) - 50,000 6,187
Operating Officer
Leland O. Erdahl(G) 1997 206,250 - - - - -
Vice President and
Chief Financial Officer
Mark A. Lettes 1997 165,000 10,000 - 50,000 12,000 7,680
Vice President, Trading 1996 160,000 20,000 - - - 6,337
1995 145,000 23,500 - 55,825 18,750 5,850
Deborah J. Friedman 1997 160,000 9,000 - 50,000 12,000 7,680
Vice President, General 1996 154,500 25,000 - - - 6,300
Counsel and Secretary 1995 150,000 20,050 - 50,750 14,500 6,377
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(A) Awards of restricted stock under the Long-Term Incentive Plan for 1997 were
made in fiscal year 1998. Awards for 1996 were made in January 1997. The
aggregate restricted stock holdings of the named executives on December 31,
1997, totaled 67,400 shares with a fair market value of $155,694 based on
the closing price of $2.31 per share of Common Stock on December 31, 1997.
Such holdings include $56,595 (24,500 shares) for Mr. Shellhaas; $53,592
(23,200 shares) for Mr. Lettes; and $45,507 (19,700 shares) for Ms.
Friedman. Amounts shown in the table reflect the fair market value of the
stock on the date of the award. The actual value an executive may realize
will depend upon the amount of the stock in respect of which restrictions
lapse and the value realized, which may be greater or less than this amount.
Dividends, to the extent declared by the Board of Directors, will be paid on
the restricted stock.
(B) These amounts represent options to purchase shares of Common Stock awarded
under the Stock Option Plan.
(C) The 1997 amounts shown include employer contributions to the Thrift Plan for
Employees of Amax Gold Inc. and Its Subsidiaries (the "Thrift Plan") in the
following amounts: $7,680 for Mr. Shellhaas; $7,680 for Mr. Lettes; and
$7,680 for Ms. Friedman.
(D) Amounts shown represent payments made by the Company to Cyprus Amax in
respect of a portion of Mr. Ward's base salary and benefits attributable to
his service as an officer of the Company.
(E) Mr. Shellhaas was elected an executive officer of the Company in April 1996.
The 1996 amounts represent compensation for April through December 1996.
(F) This amount represents moving expenses paid in 1996.
(G) Mr. Erdahl was elected in March 1997 by the Company as Vice President and
Chief Financial Officer. The 1997 amount represents compensation for March
through December 1997.
3
<PAGE>
Option/SAR Grants in the Last Fiscal Year
The following table sets forth certain information concerning stock options
granted to the chief executive officer and each of the four other most highly
compensated executive officers of the Company (the "Named Executives") during
1997. THE POTENTIAL REALIZABLE VALUE AT ASSUMED ANNUAL RATES OF STOCK PRICE
APPRECIATION FOR THE TERM OF THE OPTIONS SHOWN BELOW ARE PRESENTED PURSUANT TO
RULES OF THE SECURITIES AND EXCHANGE COMMISSION. THE COMPANY IS NOT AWARE OF ANY
MODEL OR FORMULA WHICH WILL DETERMINE WITH REASONABLE ACCURACY A PRESENT VALUE
FOR STOCK OPTIONS BASED ON FUTURE UNKNOWN FACTORS. THE ACTUAL AMOUNT, IF ANY,
REALIZED UPON THE EXERCISE OF STOCK OPTIONS WILL DEPEND UPON THE MARKET PRICE OF
THE COMMON STOCK RELATIVE TO THE EXERCISE PRICE PER SHARE OF COMMON STOCK OF THE
STOCK OPTION AT THE TIME THE STOCK OPTION IS EXERCISED. THERE IS NO ASSURANCE
THAT THE POTENTIAL REALIZABLE VALUES OF STOCK OPTIONS REFLECTED IN THIS TABLE
ACTUALLY WILL BE REALIZED.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------- POTENTIAL REALIZABLE
NUMBER OF % OF TOTAL VALUE AT ASSUMED
SECURITIES OPTIONS/SARS ANNUAL RATES OF
UNDERLYING GRANTED TO STOCK PRICE
OPTIONS/SARS EMPLOYEES EXERCISE OR APPRECIATION FOR
GRANTED IN FISCAL BASE PRICE EXPIRATION OPTION TERM
-------------------
NAME (#)(A) YEAR(B) ($/SHARE)(C) DATE 5%($) 10%($)
- ---- ------ ---- ------------ ---- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Milton H. Ward 100,000 30.1 6.25 1/2/07 393,059 996,089
S. Scott Shellhaas 38,000 11.4 6.25 1/2/07 149,362 378,514
Mark A. Lettes 12,000 3.6 6.25 1/2/07 47,167 119,531
Deborah J. Friedman 12,000 3.6 6.25 1/2/07 47,167 119,531
- -------------------------
</TABLE>
(A) All options are granted with an alternative settlement method under which,
in the Company's discretion, the option holder may exercise the option as if
it were a stock appreciation right.
(B) The percentage calculation is based on a total of 332,200 options granted in
fiscal year 1997. Stock options for 1996 and 1997 were granted in January
1997 and 1998, respectively.
(C) The exercise price for each grant is equal to 100% of the fair market value
of Common Stock on the grant date. All options vest two years after the date
of grant and have a term of ten years, subject to earlier termination in
certain events related to termination of employment.
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values
The following table sets forth information concerning exercises of stock options
by the chief executive officer of the Company and the Named Executives and stock
options which remain unexercised at December 31, 1997. THE ACTUAL AMOUNT, IF
ANY, REALIZED UPON EXERCISE OF A STOCK OPTION WILL DEPEND UPON THE MARKET PRICE
OF THE COMMON STOCK RELATIVE TO THE EXERCISE PRICE OF THE STOCK OPTION AT THE
TIME THE STOCK OPTION IS EXERCISED.
4
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FY-END AT FY-END
(#) ($)
----------------- --------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ---- --------------- ------------ ----------------- --------------
<S> <C> <C> <C> <C>
Milton H. Ward 0 0 115,000/100,000 0/0
S. Scott Shellhaas 0 0 0/88,000 0/0
Mark A. Lettes 2,000 3,125 89,750/12,000 0/0
Deborah J. Friedman 0 0 34,000/12,000 0/0
- -----------------
</TABLE>
Pension and Benefits
The Retirement Plan for Salaried Employees of the Company (the "Retirement
Plan") covers executive officers (except Mr. Ward, who participates in the
Cyprus Amax Retirement Plan for Salaried Employees, and Mr. Erdahl) and most
other salaried employees. The amount of annuity a retiring employee will
receive on a single-life basis is determined under the formula set forth below.
Upon retirement, a married employee receives a reduced annuity payment that
continues after death to cover the surviving spouse, unless the employee and the
spouse elect one of the alternate options of equivalent actuarial value. The
benefit payable on the employee's normal retirement date is equal to: (i) 1.7
percent of annual earnings (base salary plus bonus) received by the employee
during each year after 1997, plus (ii) 1.7 percent of the employee's average
annual earnings for the years 1993 through 1997 multiplied by the employee's
service prior to 1998, minus (iii) 1.1 percent of the employee's Social Security
offset multiplied by the employee's service prior to 1998, not to exceed 35
years. In addition, this benefit will be at least as great as the benefit under
the Retirement Plan for Employees of Amax Gold Inc. as of June 30, 1994, plus
the benefit determined under the preceding sentence for service beginning July
1, 1994. In those cases where the amounts payable under the Retirement Plan
exceed the annual pension limitations imposed by the Internal Revenue Code of
1986, as amended (the "Code"), such excess will be paid from the Company's
Excess Benefit Plan (the "Excess Plan"). Benefits payable under the Retirement
Plan also are subject to reduction to the extent that participants receive
payments pursuant to other Company-sponsored pension or retirement plans that
have been suspended, discontinued or otherwise terminated. The amounts shown in
the table below reflect the aggregate of payments under both the Retirement Plan
and the Excess Plan.
The estimated annual benefits payable upon retirement at normal retirement age
are $152,184 for S. Scott Shellhaas; $99,873 for Mark A. Lettes; and $71,708 for
Deborah J. Friedman. The foregoing estimates are calculated by using salary and
bonus amounts actually received for the years from 1993 to 1997 and estimating
base salary and bonus for future years to be equal to 1997 base salary and bonus
amounts.
The five-year period 1993 through 1997 currently used in the benefit formula
described above may be rolled forward by the Board of Directors. The table
below provides information on retirement benefits (subject to reduction by a
percentage of Social Security benefits), assuming that the formula is applied to
average annual remuneration during the five years prior to retirement:
5
<PAGE>
PENSION PLAN TABLE
<TABLE>
<CAPTION>
ESTIMATED ANNUAL PENSION FOR YEARS OF CREDITED SERVICE
FIVE YEAR -----------------------------------------------------------------
AVERAGE ANNUAL 5 10 15 20 25 30 35
EARNINGS YEARS YEARS YEARS YEARS YEARS YEARS YEARS
------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
150,000 12,750 25,500 38,250 51,000 63,750 76,500 89,250
200,000 17,000 34,000 51,000 68,000 85,000 102,000 119,000
250,000 21,250 42,500 63,750 85,000 106,250 127,500 148,750
300,000 25,500 51,000 76,500 102,000 127,500 153,000 178,500
350,000 29,750 59,500 89,250 119,000 148,750 178,500 108,250
</TABLE>
The amounts above are payable upon retirement between ages 62 and 65. For
retirement below age 62, the annual annuity amounts are reduced as provided in
the Retirement Plan. At December 31, 1997, the years of credited service under
the Retirement Plan for Mr. Shellhaas, Mr. Lettes, and Ms. Friedman were 16
years (including 14 years of credited service under the Cyprus Amax Retirement
Plan for Salaried Employees), 18 years, and three years, respectively. For
purposes of determining benefits under the Retirement Plan, covered compensation
for these individuals includes the amounts shown in the "Salary" and "Bonus"
columns of the Summary Compensation Table with certain minor adjustments.
Consulting Agreement
Pursuant to the terms of the Agreement, entered into as of March 24, 1997 (the
"Consulting Agreement"), between the Company and Mr. Erdahl, Mr. Erdahl agreed
to serve as the Company's Vice President and Chief Financial Officer. Mr.
Erdahl receives fees prorated at the rate of $25,000 per month for the periods
for which services are performed and is reimbursed for travel and related
expenses. If the Company is actively engaged in negotiations with another party
relating to a business combination during the term of the Consulting Agreement
and such discussions conclude in the closing of a business combination during
the term of the Consulting Agreement or six months thereafter, Mr. Erdahl will
receive (i) a cash bonus of $125,000 payable upon closing of such business
combination and (ii) an additional cash bonus payable upon closing equal to the
excess, if any, of (a) the closing price of Common Stock on the closing date and
(b) $6.875, the closing price of Common Stock on March 24, 1997, times 20,000.
The agreement may be terminated by the Company at any time for Cause (as defined
in the Agreement).
Key Employee Separation Plan
The Amax Gold Inc. and Subsidiaries Key Employee Separation Plan, effective
March 1997 (the "Separation Plan"), provides all executive officers (except
Messrs. Ward and Erdahl) and certain other salaried employees of the Company
with benefits in the event of a Change of Control (as defined in the Separation
Plan). The Separation Plan would provide benefits, based on salary grade
level, equal to between 52 weeks and 104 weeks of the employee's annual salary
and bonus (with the president of the Company receiving 156 weeks of pay). The
Separation Plan is effective for any qualifying events occurring prior to
December 31, 1999, and may be terminated at any time by 90 days' prior written
notification to eligible key employees.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee consists of Messrs. Block and Taylor, with Mr. Taylor
serving as Chairman. Mr. Ward is Chairman, President and Chief Executive
Officer of Cyprus Amax. Mr. Ward is compensated by Cyprus Amax, and the Company
reimburses Cyprus Amax for a portion of his base salary and benefits
attributable to his services as an officer of the Company. None of the present
or former members of the Company's Compensation Committee served on the Cyprus
Amax Compensation Committee, and no executive officers of the Company served on
the Cyprus Amax Compensation Committee.
6
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
As of January 30, 1998, the following table sets forth the amount of all equity
securities of the Company and Cyprus Amax that are beneficially owned by each
director of the Company, each of the executive officers named in the Summary
Compensation Table above, and all directors and executive officers of the
Company as a group. The table segregates shares held from those beneficially
owned through ownership of options to purchase shares of Common Stock. A person
is considered to "beneficially own" any shares (i) over which such person
exercises sole or shared voting or investment power or (ii) of which such person
has the right to acquire beneficial ownership at any time within 60 days (e.g.,
through the exercise of stock options). Unless otherwise indicated, each person
has sole voting and investment power with respect to the shares set forth
opposite his or her name.
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES NUMBER OF
OF THE OF THE SHARES OF
COMPANY COMMON COMPANY SERIES B CYPRUS AMAX
NAME OF BENEFICIAL OWNER STOCK(1)(2) PREFERRED STOCK COMMON STOCK(1)
- ------------------------ ----------- --------------- ---------------
<S> <C> <C> <C>
Milton H. Ward 135,000(3) - 1,246,581(4)
Richard H. Block 26,500 - -
Allen Born 29,064(5) - 23,648
Leland O. Erdahl - - -
Gerald J. Malys 21,565(5) - 286,499(4)(6)
Vernon Taylor, Jr. 147,380(7) 23,000(7) 20,094(8)
Russell L. Wood 20,442(5) - -
S. Scott Shellhaas 51,945 - 38,992(4)
Mark A. Lettes 126,694(3) - 100
Deborah J. Friedman 73,636(3) 400 23,752(4)
All directors and executive
officers as a group
(14 persons) 803,259(9) 23,400 1,668,513(10)
- ---------------------------
</TABLE>
(1) All amounts shown are less than one percent of the class, except for shares
of Cyprus Amax's Common Stock owned by Mr. Ward, which represent
approximately 1.3 percent of such class.
(2) Each share of $3.75 Series B Preferred Stock is convertible into 6.061
shares of Common Stock. Shares of Common Stock include shares obtainable
upon conversion of the Series B Preferred Stock. Also included in the table
above are shares of Common Stock held pursuant to the Thrift Plan and
shares of restricted stock granted under the Long-Term Incentive Plan.
(3) Includes shares subject to options exercisable within 60 days: 115,000
shares for Mr. Ward; 89,750 shares for Mr. Lettes; and 34,000 shares for
Ms. Friedman.
(4) Includes shares subject to options exercisable within 60 days: 814,588
shares for Mr. Ward; 180,176 shares for Mr. Malys; 23,000 shares for Mr.
Shellhaas; and 20,200 shares for Ms. Friedman.
(5) Includes shares held in the Deferred Compensation Plan for Members of the
Board of Directors: 12,926 shares for Mr. Born; 13,565 shares for Mr.
Malys; and 14,442 shares for Mr. Wood.
(6) The amount includes 20,000 shares held by Mrs. Malys.
(7) The amounts include 1,227 shares of Common Stock and 23,000 shares of $3.75
Series B Preferred Stock owned by trusts of which Mr. Taylor, as trustee,
has investment or voting power.
(8) The amount includes 12,344 shares of Cyprus Amax Common Stock obtainable
upon conversion of 6,000 shares of $4.00 Series A Convertible Preferred
Stock of Cyprus Amax.
(9) Includes 326,500 shares subject to options exercisable within 60 days.
(10) Includes 1,065,664 shares subject to options exercisable within 60 days.
7
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of January 30, 1998, the following is, to the knowledge of the Company, the
only person (including any "group" as that term is used in Section 13(d)(3) of
the Securities Exchange Act of 1934) who is a beneficial owner of more than five
percent of the Common Stock:
Name and address Amount and nature Percent
Title of Class of beneficial owner of beneficial ownership of Class
- -------------- ------------------- ----------------------- --------
Common Cyprus Amax 80,358,326(1) 62.92%
9100 East Mineral Circle
Englewood, Colorado 80112
______________________________
(1) This amount includes 12,850,671 shares of Common Stock that Cyprus Amax has
the right to acquire within 60 days, but does not include shares that may be
issued to Cyprus Amax in connection with the demand loan facility described
under the heading "Items 1 and 2. Business and Properties - Agreements with
Cyprus Amax."
On February 9, 1998, the Company announced that it entered into a merger
agreement with Kinross Gold Corporation providing for a combination of the
businesses. See Note 17 to the Financial Statements.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Items 1 and 2. Business and Properties - Agreements with Cyprus Amax."
8
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
AMAX GOLD INC.
Date: March 11, 1998 By /s/ Leland O. Erdahl
----------------------------------------
Leland O. Erdahl
Vice President and Chief Financial
Officer
9
