SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-A/A
AMENDMENT NO. 2
(to Registration Statement on Form 8-A
dated February 24, 1999)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Cyprus Amax Minerals Company
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(Exact name of registrant as specified in its charter)
Delaware 36-2684040
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(State or other jurisdiction of incorporation) (I.R.S. Employer
Identification No.)
9100 East Mineral Circle, Englewood, Colorado 80112
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class is to be registered
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Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
Item 1. Description of Securities.
In connection with its approval of the Agreement and Plan of
Merger (the "Merger Agreement"), dated as of September 30, 1999, among Phelps
Dodge Corporation ("Parent"), CAV Corporation ("Sub"), and Cyprus Amax Minerals
Company (the "Corporation"), on September 30, 1999, the Board of Directors of
the Corporation amended the shareholder rights plan set forth in the Rights
Agreement (the "Rights Agreement"), dated as of February 28, 1999, between the
Corporation and The Bank of New York, as Rights Agent (the "Rights Agent"). This
Amendment No. 2 to the Rights Agreement (the "Amendment") amends the Rights
Agreement to provide (1) that neither Parent, Sub, nor any other Person, shall
be deemed to be an Acquiring Person by virtue of the Merger Agreement, or as a
result of the consummation of the exchange offer or any of the other
transactions contemplated by the Merger Agreement; (2) that the Rights shall
expire immediately prior to the completion of the merger of Company and Sub as
contemplated by the Merger Agreement; and (3) that the transactions contemplated
by the Merger Agreement will not give any holder of Rights any particular
rights, remedies, or claims not previously held.
The Amendment is attached hereto as an exhibit to this Form 8-A/A
and is incorporated herein by reference. The foregoing description is qualified
in its entirety by reference to the full text of the Amendment and of the Rights
Agreement. All capitalized terms not defined herein shall have the meaning
ascribed to them in the Rights Agreement.
Item 2. Exhibits.
1. Rights Agreement, dated as of February 28, 1999, between Cyprus
Amax Minerals Company and The Bank of New York, which includes the form of Right
Certificate as Exhibit A and the Summary of Rights to Purchase Preferred Shares
as Exhibit B (incorporated by reference to Exhibit 4 of Cyprus Amax Minerals
Company's Form 8-A, filed with the Securities and Exchange Commission on
February 24, 1999).
2. Amendment No. 2 to the Rights Agreement, dated as of September 30,
1999, between Cyprus Amax Minerals Company and The Bank of New York, as Rights
Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
CYPRUS AMAX MINERALS COMPANY
By: /s/ Philip C. Wolf
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Philip C. Wolf
Senior Vice President
Dated: October 4, 1999
EXHIBIT LIST
1. Rights Agreement, dated as of February 28, 1999, between Cyprus Amax
Minerals Company and The Bank of New York, which includes the form
of Right Certificate as Exhibit A and the Summary of Rights to
Purchase Preferred Shares as Exhibit B (incorporated by reference to
Exhibit 4 of Cyprus Amax Minerals Company's Form 8-A, filed with the
Securities and Exchange Commission on February 24, 1999).
2. Amendment No. 2 to the Rights Agreement, dated as of September 30,
1999, between Cyprus Amax Minerals Company and The Bank of New York, as
Rights Agent.