SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
OR
[_] 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 (IRS Employers Identification No.)
incorporation or organization)
9100 EAST MINERAL CIRCLE, ENGLEWOOD, COLORADO 80155
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 643-5500
--------------------
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 ___
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Common Stock Outstanding, $0.01 par value, as of November 14, 1996 - 99,289,905
shares
Total Pages - 76
Exhibit Index Located on Page 12
1
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMAX GOLD INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(in millions except per share amounts)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
- ---------------------------------------------------------------------------------------------
1996 1995 1996 1995
- ---------------------------------------------------------------------------------------------
Revenues $23.4 $ 23.7 $ 74.6 $ 73.1
- ---------------------------------------------------------------------------------------------
Costs and operating expenses:
Costs of sales 14.9 17.8 50.1 58.1
Depreciation and depletion 6.6 5.6 19.4 16.3
General and administrative 1.4 1.9 6.4 5.7
Exploration expense 0.9 1.3 2.3 3.5
- ---------------------------------------------------------------------------------------------
Total costs and operating expenses 23.8 26.6 78.2 83.6
- ---------------------------------------------------------------------------------------------
Loss from operations (0.4) (2.9) (3.6) (10.5)
Interest expense (7.5) (3.9) (20.0) (9.0)
Capitalized interest 6.5 1.8 16.7 2.8
Interest income 0.4 1.0 1.3 3.1
Other (0.7) (0.9) (2.1) (1.8)
- ---------------------------------------------------------------------------------------------
Loss before income taxes (1.7) (4.9) (7.7) (15.4)
Income tax benefit - - - -
- ---------------------------------------------------------------------------------------------
Net loss (1.7) (4.9) (7.7) (15.4)
Preferred stock dividends (1.7) (1.7) (5.1) (5.1)
- ---------------------------------------------------------------------------------------------
Loss attributable to common shares $(3.4) $(6.6) $(12.8) $(20.5)
=============================================================================================
Loss per common share $(.03) $(.08) $ (.13) $ (.25)
=============================================================================================
Weighted average common
shares outstanding 96.5 86.7 96.5 83.1
=============================================================================================
The accompanying notes are an integral part of these statements.
2
AMAX GOLD INC.
CONSOLIDATED BALANCE SHEET
(Dollars in millions except share and per share amounts)
September 30,
1996 December 31,
(Unaudited) 1995
- -------------------------------------------------------------------------------------------------------
ASSETS
Cash and equivalents $ 4.0 $ 25.6
Inventories 32.5 26.6
Receivables 3.1 2.7
Other 17.2 10.3
- -------------------------------------------------------------------------------------------------------
Current assets 56.8 65.2
Property, plant and equipment, net 662.2 510.5
Other 34.9 35.4
- -------------------------------------------------------------------------------------------------------
Total assets $753.9 $611.1
=======================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Cyprus Amax demand loan $ 75.0 $ -
Current maturities of long-term debt 25.4 7.3
Accounts payable, trade 16.8 14.5
Accrued and other current liabilities 28.0 16.2
Reclamation reserve, current portion 5.0 4.8
- -------------------------------------------------------------------------------------------------------
Current liabilities 150.2 42.8
Long-term debt 291.5 238.2
Note payable to Cyprus Amax - 5.0
Reclamation reserve, noncurrent portion 11.1 11.1
Deferred income taxes 10.0 10.0
Other 7.0 7.7
- -------------------------------------------------------------------------------------------------------
Total liabilities 469.8 314.8
Commitments and contingencies - -
Shareholders' equity:
Preferred stock, par value $1.00 per share, authorized
10,000,000 shares, of which 2,000,000 shares have been
designated as Series A Convertible Preferred Stock, no
shares issued and outstanding; and 1,840,000 shares have
been designated as $3.75 Series B Convertible Preferred Stock,
issued and outstanding 1,840,000 shares 1.8 1.8
Common stock, par value $.01 per share, authorized
200,000,000 shares, issued and outstanding 96,509,959
shares in 1996 and 96,427,838 shares in 1995 1.0 1.0
Paid-in capital 340.4 339.8
Accumulated deficit (59.1) (46.3)
- -------------------------------------------------------------------------------------------------------
Total shareholders' equity 284.1 296.3
- -------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $753.9 $611.1
=======================================================================================================
The accompanying notes are an integral part of these statements.
3
AMAX GOLD INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in millions)
(Unaudited)
Nine Months Ended
September 30,
- --------------------------------------------------------------------------------
1996 1995
- --------------------------------------------------------------------------------
Cash Flows from Operating Activities
Net loss $ (7.7) $ (15.4)
Adjustments to reconcile net loss to
cash provided by operating activities:
Depreciation and depletion 19.4 16.3
Increase in reclamation reserves 0.2 1.7
Other 0.6 (1.0)
Increase in working capital items (0.3) (6.9)
- --------------------------------------------------------------------------------
Net cash provided (used) by operating activities 12.2 (5.3)
- --------------------------------------------------------------------------------
Investing Activities
Capital expenditures (150.3) (135.2)
Loan to joint venture partner (2.0) (10.0)
Proceeds from repayment of loans - 1.2
Capitalized interest (16.7) (2.8)
- --------------------------------------------------------------------------------
Net cash used by investing activities (169.0) (146.8)
- --------------------------------------------------------------------------------
Financing Activities
Issuance of common stock to Cyprus Amax - 80.8
Proceeds from financings 149.3 67.9
Repayments of financings (8.1) (13.2)
Deferred financing costs (0.9) (4.5)
Preferred stock dividends (5.1) (5.1)
- --------------------------------------------------------------------------------
Net cash provided by financing activities 135.2 125.9
- --------------------------------------------------------------------------------
Net decrease in cash and equivalents (21.6) (26.2)
Cash and equivalents at January 1 25.6 36.7
- --------------------------------------------------------------------------------
Cash and equivalents at September 30 $ 4.0 $ 10.5
================================================================================
The accompanying notes are an integral part of these statements.
4
AMAX GOLD INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying interim unaudited financial statements include all adjustments
which are, in the opinion of management, necessary for a fair presentation.
Results for any interim period are not necessarily indicative of the results
that may be achieved in future periods. The financial information as of this
interim date should be read in conjunction with the financial statements and
notes thereto contained in Amax Gold Inc.'s ("Amax Gold" or the "Company")
Annual Report on Form 10-K for the year ended December 31, 1995. The Company is
currently approximately 52.5 percent owned by Cyprus Amax Minerals Company
("Cyprus Amax").
2. INVENTORIES
Inventories consist of the following (in millions):
September 30, December 31,
1996 1995
- --------------------------------------------------------------------------------
Gold:
Finished goods $ 11.9 $ 10.0
Work-in-process 13.6 11.7
Materials and supplies 7.0 4.9
- --------------------------------------------------------------------------------
$ 32.5 $ 26.6
- --------------------------------------------------------------------------------
3. DEBT
During the third quarter, the Company borrowed $30 million under a demand loan
facility provided by Cyprus Amax in March 1996 in connection with the
restructuring of certain of the Company's financing arrangements. The Company
had borrowed $45 million under this facility during the second quarter of 1996
and borrowed an additional $30 million through November 14, 1996, for a total of
$105 million borrowed. The Company pays interest on funds borrowed under this
facility at LIBOR plus 2.25 percent. Amounts outstanding are payable to Cyprus
Amax on demand in cash or, at the election of Cyprus Amax, in shares of common
stock of the Company, valued at the average closing prices over the five days
before such election. During November 1996, the Company issued 444,171 shares as
repayment for $2,431,840 in interest owed to Cyprus Amax under the demand loan
facility through October 31, 1996.
In exchange for Cyprus Amax's guaranty of the Company's $250 million Fort Knox
financing in March 1996 and providing the demand loan facility, the Company paid
Cyprus Amax a financing and guaranty fee of $10 million by issuing 1,826,484
shares in November 1996. Additionally, interest rate differential payments of
1.75 percent on amounts outstanding under the Fort Knox financing are paid to
Cyprus Amax in exchange for the guaranty and 500,443 shares were issued in
November 1996 as repayment for $2,739,927 due through October 31, 1996. Cyprus
Amax's ownerhship increased by 2,771,098 shares to approximately 52.5 percent as
a result of these transactions.
5
In August 1996, the Company completed a sale leaseback of Fort Knox mobile
mining equipment for proceeds of $24.3 million, which were used primarily to
fund construction of the Fort Knox mine. Lease payments are due quarterly
beginning in November 1996 with maturity in 2004. Interest rates on the
equipment leases range from 7.7 percent to 8.7 percent with approximately 73
percent of the equipment at 8.4 percent, maturing in 2001.
4. HEDGE CONTRACTS
Forward sales contracts, generally on a spot deferred basis, put and call option
contracts and compound options are entered into from time to time to protect the
Company from the effect of price changes on precious metals sales. As of
September 30, 1996, the Company's outstanding hedge contracts were as follows:
Average
Gold Realized Price
Ounces Per Ounce Period
- -----------------------------------------------------------------------------------------------------
Forward sales contracts/(1)/ 341,230 $439 October 1996 - March 1997
Option contracts:
Purchased put options 676,500 $417 October 1996 - December 2001
Sold put options 191,900 $388 October 1996 - September 1999
Purchased call options 150,000 $391 October 1996 - December 1997
Sold call options 198,450 $447 October 1996 - December 1997
(1) Represents the net forward sales position made generally on a spot deferred
basis, which allows deferral of the delivery of gold ounces to a later date
at a renegotiated gold price.
The fair market value of the Company's forward contracts and put and call
options at September 30, 1996, was approximately $26.3 million. Future market
valuations for contracts are dependent on gold market prices, option volatility
and interest rates, which can vary significantly. Contracts will be utilized to
hedge against declines in gold market prices for the Company's future gold
production while maintaining benefits in the event of higher gold market prices.
As a requirement of the Fort Knox financing, the Company entered into interest
rate swap agreements to reduce the impact of changes in interest rates. At
September 30, 1996, the Company had interest rate swaps and swap option sales
contracts that if exercised between October 1996 and April 1998 would obligate
the Company to pay a fixed rate of 5.95 percent over an average term of 1.6
years on a principal amount of $200 million. Swap options expiring between
January 1997 and February 1997 were sold to offset $30 million of swap contracts
that if exercised would reduce the Company's obligation to paying a fixed rate
of 5.96 percent on a principal amount of $170 million. The Company also
purchased swaps and swap options with the right to pay 6.97 percent over an
average term of 1.9 years on a principal amount of $160 million. The fair
market value of the Company's interest rate swap options at September 30, 1996,
was approximately $1.1 million.
6
5. KUBAKA ACQUISITION
In October 1996 the Company finalized an amended agreement to acquire from
Cyprus Amax its indirect 50 percent interest in the Kubaka project, subject to
approval by the Company's stockholders. The Kubaka project, located in far
eastern Russia, is expected to start up in 1997 at an estimated total capital
cost of $228 million. The purchase price is payable in shares of the Company's
common stock with approximately 11.8 million shares payable at closing and 4.2
million paid upon commencement of commercial production, valued at $5.9375 per
share, the average closing price for the ten trading days preceding the initial
public announcement of the acquisition in October 1995.
As of September 30, 1996, the Kubaka project has been funded through $80 million
of equity contributions from the partners, on a pro rata basis to their
ownership interests, and project financing of $100 million provided by the
European Bank for Reconstruction and Development and the U.S. Overseas Private
Investment Corporation. Funding to complete the Kubaka project is expected to
be provided through $6 million of additional equity contributions from the
partners, $30 million of additional project financing from the existing lenders
and $14 million of subordinated debt from a bank licensed to do business in
Russia.
6. COMMITMENTS AND CONTINGENCIES
Reclamation, site restoration and closure costs are accrued on a units-of-
production basis using estimates based upon current federal, state and Chilean
laws and regulations governing the protection of the environment. These laws
and regulations are continually changing and generally becoming more
restrictive. Any changes in these laws and regulations could impact future
estimated reclamation costs. Total reclamation costs for the Company at the end
of current operating mine lives are estimated to be approximately $24 million.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth the Company's gold production, production costs,
ounces of gold sold and average realized prices for the periods indicated.
Three Months Ended Nine Months Ended
September 30, September 30,
- -----------------------------------------------------------------------------------------------------------------------
1996 1995 1996 1995
=======================================================================================================================
GOLD PRODUCTION (OUNCES)
Guanaco 22,456 18,024 64,695 55,462
Hayden Hill 30,116 23,289 77,547 59,906
Sleeper 6,678 20,180 38,199 61,176
Wind Mountain - 1,242 - 4,296
- -----------------------------------------------------------------------------------------------------------------------
TOTAL GOLD PRODUCTION 59,250 62,735 180,441 180,840
=======================================================================================================================
CASH OPERATING COSTS ($ PER OUNCE OF GOLD PRODUCED)/(1)/
Guanaco 302 342 316 336
Hayden Hill 164 215 225 258
Sleeper 319 335 241 336
Wind Mountain - 191 - 187
- -----------------------------------------------------------------------------------------------------------------------
AVERAGE CASH OPERATING COSTS 234 290 261 307
=======================================================================================================================
TOTAL CASH COSTS ($ PER OUNCE OF GOLD PRODUCED)/(1)/
Guanaco 316 355 329 349
Hayden Hill 175 223 234 269
Sleeper 333 341 247 343
Wind Mountain - 201 - 209
- -----------------------------------------------------------------------------------------------------------------------
AVERAGE TOTAL CASH COSTS 246 298 271 317
=======================================================================================================================
TOTAL PRODUCTION COSTS ($ PER OUNCE OF GOLD PRODUCED)/(1)/
Guanaco $ 475 $ 504 $ 488 $ 497
Hayden Hill 291 322 349 371
Sleeper 399 400 333 403
Wind Mountain - 216 - 221
- -----------------------------------------------------------------------------------------------------------------------
AVERAGE TOTAL PRODUCTION COSTS $ 373 $ 397 $ 395 $ 417
=======================================================================================================================
OUNCES OF GOLD SOLD 56,790 58,485 181,133 180,301
AVERAGE PRICE PER OUNCE SOLD $ 412 $ 405 $ 412 $ 406
=======================================================================================================================
(1) Effective January 1, 1996, the Company adopted the Gold Production Cost
Standard developed by the Gold Institute in order to facilitate comparisons
among companies in the gold industry. Cash production costs reported in
prior periods have been restated as cash operating costs and total cash
costs in accordance with the new standard. Cash operating costs calculated
under the new standard include all operating costs (including overhead) at
the mine sites, but exclude royalties, production taxes and reclamation.
Total cash costs include royalties and production taxes, but exclude
reclamation. Total production costs remain unchanged and include
reclamation and depreciation, depletion and amortization.
8
RESULTS OF OPERATIONS
Amax Gold Inc. reported a third quarter 1996 net loss of $1.7 million, or $.03
per share, on revenue of $23.4 million, compared with a 1995 third quarter net
loss of $4.9 million, or $.08 per share, on revenue of $23.7 million. For the
third quarter of 1996, the Company's operating loss was $0.4 million versus a
$2.9 million loss from operations during the 1995 third quarter. For the first
nine months of 1996, the Company reported a net loss of $7.7 million, or $.13
per share, compared with a net loss of $15.4 million, or $.25 per share, for the
1995 period. Improved 1996 third quarter and year-to-date results were primarily
due to lower costs and exploration expenses.
Amax Gold's average realized price for the third quarter and first nine months
of 1996 was $412 per ounce compared with $405 per ounce for the 1995 third
quarter and $406 per ounce for the first nine months of 1995. This compares with
the average COMEX gold price of $385 per ounce for both the 1996 and 1995 third
quarters. Lower third quarter gold sales of 56,790 ounces, compared with 58,485
ounces for the 1995 third quarter, primarily resulted from the completion of
operating activities at the Company's Sleeper mine.
Third quarter 1996 gold production totaled 59,250 ounces, which is 6 percent
lower than third quarter 1995 production of 62,735 ounces. The decline in gold
production resulted from the completion of production at the Sleeper mine in
September 1996 and the absence of production at Wind Mountain, partially offset
by increased production at Hayden Hill and Guanaco. Hayden Hill set a quarterly
production record by producing 30,116 ounces in the 1996 third quarter, a 29
percent increase over the 1995 third quarter. Significant factors in achieving
the production record include improved crusher throughput and higher grades.
Guanaco's third quarter 1996 production increased by 25 percent from the third
quarter of 1995 due to a substantial increase in crusher throughput and slightly
higher metallurgical recovery rates. The improved production over the prior year
is a trend that is expected to continue through the fourth quarter at both
Hayden Hill and Guanaco.
The Company's cost of sales declined for the third straight quarter, reflecting
sales of low cost Sleeper inventory and lower average cash costs. Consolidated
cash costs were reduced to $246 per ounce for the third quarter of 1996 from
$298 per ounce in the third quarter of 1995 as all three operating mines
achieved lower cash costs compared to the 1995 third quarter. Hayden Hill's
third quarter 1996 cash costs decreased $48 per ounce or 22 percent from the
1995 third quarter primarily due to higher production discussed above as well as
a $0.4 million insurance refund received in the third quarter. At Guanaco, a
$39 per ounce improvement over the prior year's quarter reflects lower mining
costs. Although third quarter 1996 Sleeper production was 67 percent lower than
the 1995 third quarter due to completion of operations, cash costs were slightly
lower than the 1995 quarter as a result of significant spending reductions.
The Refugio mine in Chile continues its start-up phase and is expected to
achieve commercial production in the fourth quarter of 1996 following resolution
of mechanical problems with the secondary and tertiary crushers. The fill
underlying the fine ore storage bin has been stabilized and placement of ore on
the pad, leaching and gold production continue. As of September 30, 1996,
approximately 5 million tons of crushed ore have been placed on the leach pads
at Refugio.
The increase in depreciation and depletion during the quarter of $1.0 million,
or approximately 18 percent, was attributed to the mix of production from the
Company's operating mines and higher depreciation rates at Guanaco and Sleeper.
The rate at Guanaco increased in 1996 due to a revised mine plan which lowered
estimated future production, while at Sleeper, the increase resulted from higher
than anticipated capital spending in 1995.
9
Lower third quarter 1996 general and administrative expenses of $1.4 million
compared with $1.9 million for the 1995 third quarter. The 26 percent reduction
was attributed to a second quarter 1996 corporate reorganization as well as
other corporate cost savings strategies.
Exploration expenses of $0.9 million for the third quarter of 1996 were $0.4
million or 31 percent lower than the 1995 third quarter due to the absence of
costs associated with the Robertson and Cerro Quema projects, which were
relinquished by the Company early in 1996 and late in 1995, respectively.
Interest expense increased to $7.5 million in the third quarter of 1996 compared
with $3.9 million for the 1995 third quarter, primarily due to higher average
debt balances. Capitalized interest of $6.5 million for the 1996 third quarter
nearly tripled from the third quarter of 1995 due to an increase in capital
spending, the delay in start-up at Refugio and a higher weighted average
interest rate. Interest income of $0.4 million in the third quarter was $0.6
million lower than the 1995 third quarter due to reduced funds available for
investment.
LIQUIDITY AND CAPITAL RESOURCES
Amax Gold's operating cash flow improved to $12.2 million for the first nine
months of 1996 compared with $5.3 million used by operations in 1995. The major
reason for the improved cash flow was lower cash costs at the Company's
operating mines. The amount due under the Cyprus Amax demand loan facility was
classified as a current liability.
Capital spending, excluding capitalized interest, was $150.3 million for the
first nine months of 1996. At Fort Knox, capital spending excluding capitalized
interest was approximately $142 million for the first nine months of 1996 while
at Refugio capital spending totaled nearly $7 million. Amax Gold expects full
year 1996 capital spending excluding Kubaka to be over $200 million. The
purchase of Kubaka from Cyprus Amax, expected to occur late in the fourth
quarter of 1996, will be funded through the issuance of the Company's common
shares.
During the first quarter of 1996, in connection with restructuring the Fort Knox
financing, Cyprus Amax made available to Amax Gold a $250 million demand loan
facility. The Company borrowed $30 million under the demand loan facility during
the third quarter of 1996, increasing the total borrowed through September 30,
1996, to $75 million. Through November 14, 1996, an additional $30 million has
been borrowed. In August 1996, the Company completed a sale-leaseback of Fort
Knox mobile mine equipment for proceeds of $24.3 million, which were used
primarily to fund construction of the Fort Knox mine.
Cash flows from operations for the remainder of 1996 are expected to be
sufficient to fund operating, administrative and exploration expenditures and
interest payments on outstanding debt. The Company anticipates borrowing
additional funds under the Cyprus Amax demand loan facility in order to fund
capital expenditures, the Fort Knox working capital build-up, scheduled debt
repayments and for general corporate purposes. Amax Gold continues to consider
additional financing alternatives.
Amax Gold paid regular dividends of $2.1825 on the $3.75 Series B Convertible
Preferred Stock during the first nine months of 1996. At September 30, 1996
approximately 96.5 million shares of the Company's Common Stock were
outstanding.
10
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
With the exception of historical matters, the matters discussed in this report
are forward-looking statements that involve risks and uncertainties that could
cause actual results to differ materially from projected results. Such forward-
looking statements include statements regarding expected commencement dates of
mining or precious metals production operations, projected quantities of future
precious metals production, and anticipated production rates, costs and
expenditures as well as projected demand or supply for the products the Company
produces, which will affect both sales levels and prices realized by the
Company. Factors that could cause actual results to differ materially include,
among others: risks and uncertainties relating to general domestic and
international economic and political conditions, the cyclical and volatile price
of gold, the political and economic risks associated with foreign operations,
unanticipated ground and water conditions, unanticipated grade and geological
problems, metallurgical and other processing problems, availability of materials
and equipment, the timing of receipt of necessary governmental permits, the
occurrence of unusual weather or operating conditions, force majeure events,
lower than expected ore grades, the failure of equipment or processes to operate
in accordance with specifications or expectations, labor relations, accidents,
delays in anticipated start-up dates, environmental risks, the results of
financing efforts and financial market conditions and other risk factors
detailed in the Company's Securities and Exchange Commission filings. Many of
such factors are beyond the Company's ability to control or predict. Readers are
cautioned not to put undue reliance on forward-looking statements. The Company
disclaims any intent or obligation to update publicly these forward-looking
statements, whether as a result of new information, future events or otherwise.
11
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In October, 1996, a derivative action was filed in the Court of
Chancery of Delaware by a stockholder of the Company entilted Harry
-----
Lewis v.Milton H. Ward, et al., C.A. No. 15255-NC, against Cyprus
-----------------------------
Amax, the directors of the Company, and the Company as a nominal
defendant. The complaint alleges, among other things, that the
defendants engaged in self-dealing in connection with the Company's
entry in March 1996 into the demand loan facility provided by Cyprus
Amax, that Cyprus Amax controls the Company's Board of Directors and
management, that the terms of the transaction were not negotiated by
persons independent of Cyprus Amax, that the timing of the transaction
precluded the Company from seeking financing in the commercial or
public debt markets and prevented the Special Committee of the Board
of Directors of the Company which approved entry into the transaction
from seeking alternatives to the transaction. The complaint seeks,
among other things, a declaration that the demand loan facility is not
entirely fair to the Company and damages in an unspecified amount. The
Company believes that the complaint is without merit and intends to
defend the matter vigorously.
ITEM 2. CHANGES IN SECURITIES
Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The consent of the Company's stockholders was solicited in
connection with the approval of a financing arrangement with
Cyprus Amax, under which Cyprus Amax has guaranteed the Company's
$250 million secured Fort Knox financing until economic
completion of the Company's Fort Knox project and has provided
the Company with a $250 million demand loan facility in exchange
for which the Company will (i) pay Cyprus Amax a financing and
guaranty fee of $10 million, (ii) pay Cyprus Amax 1.75 percent on
amounts outstanding under the Fort Knox loan, (iii) reimburse
Cyprus Amax for any payments made or costs incurred under the
Cyprus Amax guaranty of the Company's Fort Knox financing, (iv)
make no additional borrowings under the Company's existing $100
million convertible line of credit with Cyprus Amax without the
prior consent of Cyprus Amax, and (v) grant Cyprus Amax a first
priority security interest in the collateral for the Fort Knox
loan, and if requested, security interests in certain additional
assets to the extent available.
Stockholder approval, including approval of the repayment, at the
election of Cyprus Amax, of all of the Company's obligations
under these financing arrangements in Common Stock valued at the
time of issue of the shares, was completed on September 19, 1996,
with 22,538,196 votes in favor (excluding Cyprus Amax's
49,361,557 votes in favor), 1,194,798 votes against, 1,763,453
votes abstaining and 16,793,824 broker non-votes.
12
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) The following Exhibits are being filed as part of this Quarterly
Report on Form 10-Q:
Exhibit Number Document
- -------------- --------
(10a) Amended and Restated
Agreement and Plan of
Merger and Reorganization,
dated as of October 9,
1996 among the Company,
Amax Russia Corporation,
Cyprus Amax, Cyprus Gold
Company and Cyprus Magadan
Gold Company.
(10b) Amendment Agreement dated
as of October 31, 1996,
amending the Credit Agreement
dated as of March 19, 1996,
between the Company
and Cyprus Amax.
(27) Financial Data Schedule
(B) No Current Report on Form 8-K was filed during the quarter ended
September 30, 1996.
13
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.
AMAX GOLD INC.
By /s/ David L. Mueller
-------------------------------------------
David L. Mueller
Vice President and Controller
(principal accounting officer)
Dated: November 14, 1996
14