<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to _________.
KINAM GOLD INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 1-9620 06-1199974
-------- ------ ----------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
185 SOUTH STATE ST., SUITE 820
SALT LAKE CITY, UTAH 84111
------------------------------------------------------------
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (801) 363-9152
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
------------------- REGISTERED
------------------------------
$3.75 Series B Convertible Preferred New York Stock Exchange, Inc.
Stock, $1.00 par value (1,840,000 shares
outstanding at March 31, 1999).
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 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
amendment to this Form 10-K. [ ]
The aggregate market value of voting stock held by non-affiliates (consisting
solely of Series B Convertible Preferred Shares), at the closing price of
$35.125 on March 31, 1999 was approximately $64.6 million.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's information statement to be distributed in
connection with the registrant's annual meeting of shareholders to be held
during 1999, to be filed with the Commission, are incorporated by reference as
specified.
================================================================================
<PAGE> 2
The registrant's Annual Report on Form 10-K (the "Annual Report") is
hereby amended for the purpose of refiling the Consent of Independent
Accountants delivered by each of PricewaterhouseCoopers and
PricewaterhouseCoopers LLP in connection with the Annual Report and attached
hereto as Exhibits 23.2 and 23.3, respectively.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has duly caused this Amendment No.1 on Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly authorized, on April
____, 1999.
KINAM GOLD INC.
By: /s/ Brian W. Penny
-------------------------------------------
Brian W. Penny, Treasurer and Director
<PAGE> 1
EXHIBIT 23.2
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 Kinam Gold Inc. (formerly
Amax Gold Inc.) of our report dated February 28, 1999 relating to the financial
statements of Omolon Gold Mining Company, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers
Moscow, Russia
April 15, 1999
<PAGE> 1
EXHIBIT 23.3
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 Kinam Gold Inc. (formerly
Amax Gold Inc.) of our report dated February 9, 1998 relating to the financial
statements as of December 31,1997 and for the years ended December 31, 1997 and
1996, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Denver, Colorado
April 15, 1999
