SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 5
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) 0R (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 of incorporation or organization) (IRS 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
to be so registered which 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)
The undersigned registrant hereby amends Items 1 and 2 of its registration
statement on Form 8-A (the "Registration Statement") to read in their entirety
as set forth below:
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On February 23, 1989, the Board of Directors of Cyprus Amax Minerals
Company (the "Company") declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of common stock, without par value
(the "Common Shares"), of the Company. The dividend was paid on March 6, 1989
(the "Record Date") to the stockholders of record on that date. Each Right
entitles the registered holder to purchase from the Company two-thirds of one
one-hundredth of a share of Series A Junior Participating Preferred Stock, par
value $1.00 per share (the "Preferred Shares"), of the Company at a price of
$93.33 (the "Purchase Price"), subject to adjustment. The description and terms
of the Rights are set forth in a Rights Agreement dated as of February 23, 1989,
as amended as of September 21, 1989, as of January 22, 1990, as of May 24, 1993,
as of December 14, 1995, and as of March 4, 1997 (the "Rights Agreement"),
between the Company and The Bank of New York, as Rights Agent (the "Rights
Agent"). On March 4, 1997, the Rights Agreement was amended to substitute The
Bank of New York as successor Rights Agent.
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") have acquired beneficial ownership of 10% or more of the
outstanding shares of Common Shares or (ii) 10 business days (or such later date
as may be determined by action of the Board of Directors prior to such time as
any Person becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 10% or more of such outstanding Common Shares (the earlier of such
dates being called the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Common Share certificates outstanding as of the Rights
Record Date, by such Common Share certificate with a copy of the Summary of
Rights attached thereto.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date, upon transfer or new
issuance of shares of Common Shares, will contain a notation incorporating the
Rights Agreement by reference. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the surrender for transfer of any
certificates for Common Shares, outstanding as of the Record Date, even without
such notation or a copy of the Summary of Rights being attached thereto, will
also constitute the transfer of the Rights associated with the Common Shares
represented by such
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certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on February 28, 1999 (the "Final Expiration Date"), unless
the Final Expiration Date is extended or unless the Rights are earlier redeemed
by the Company in each case, as described below.
The Purchase Price payable, and the number of Preferred Shares or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warranties to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price, less than
the then current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-hundredths
of Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1 per share but will be entitled to an aggregate
dividend of 150 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment of $100 per share but will be entitled to an
aggregate payment of 150 times the payment made per Common Share. Each
Preferred Share will have 150 votes, voting together with the Common Shares.
Finally, in the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, each Preferred Share will be entitled to receive
150 times the amount received per Common Share. These rights are protected by
customary antidilution provisions.
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Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights, the value of the two-thirds of one one-hundredth interest in
a Preferred Share purchasable upon exercise of each Right should approximate the
value of one Common Share.
In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power are sold, proper provision will be made so that each holder of a
Right will thereafter have the right to receive, upon the exercise thereof at
the then current exercise price of the Right, that number of shares of common
stock of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right; provided, however,
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that the foregoing shall not apply to (and no adjustments to any of the Rights
shall result from and the Rights will not become exercisable or unredeemable as
a result of) the execution, delivery and performance of, or the consummation of
any of the transactions contemplated by, the Agreement and Plan of
Reorganization and Merger, dated as of May 24, 1993, between AMAX Inc., a New
York corporation ("Amax"), and the Company (the "Merger Agreement") or the
Agreement and Plan of Distribution, dated as of May 24, 1993, by and between
Amax and Alumax Inc., a Delaware corporation (the "Distribution Agreement"),
including without limitation the merger of Amax with and into the Company (the
"Merger"). In the event that any person becomes an Acquiring Person, each
holder of a Right, other than Rights beneficially owned by the Acquiring Person
(which will thereafter be void), will thereafter have the right to receive upon
exercise that number of Common Shares having a market value of two times the
exercise price of the Right.
At any time after the acquisition by a person or group of affiliated
or associated persons of beneficial ownership of 10% or more of the outstanding
Common Shares and prior to the acquisition by such person or group of 50% or
more of the outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which have
become void), in whole or in part, at an exchange ratio of one Common Share, or
two-thirds of one one-hundredth of a Preferred Share (or of a share of a class
or series of the Company's preferred stock having equivalent rights, preferences
and privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on
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the market price of the Preferred Shares on the last trading day prior to the
date of exercise.
At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 10% or more of the
outstanding Common Shares, the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $.0067 per Right (the
"Redemption Price"). The redemption of the Rights may be made effective at such
time on such basis and with such conditions as the Board of Directors in its
sole discretion may establish. Immediately upon any redemption of the Rights,
the right to exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of
the Company without the consent of the holders of the Rights; provided, however,
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that from and after such time as any person or group of affiliated or associated
persons becomes an Acquiring Person no such amendment may adversely affect the
interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that acquires 10% or more of the
Common Shares without the prior approval of the Company's Board of Directors.
The Rights should not interfere with any merger or other business combination
approved by the Board of Directors prior to the time that a person or group has
acquired beneficial ownership of 10% or more of the Common Shares since the
Rights may be redeemed by the Board of Directors at the Redemption Price until
such time.
In connection with the Merger, the Company increased the number of
shares constituting the Preferred Shares from 500,000 to 1,500,000.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated
March 3, 1989, as amended. A copy of Amendment No. 5 to the Rights Agreement is
attached as Exhibit 9 hereto. The foregoing description of the Rights does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement as amended, which is hereby incorporated herein by reference.
ITEM 2. EXHIBITS.
1. Rights Agreement, dated as of February 23, 1989 and amended as of
September 21, 1989, between Cyprus Minerals Company
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and Chase Manhattan Bank, N.A., as Rights Agent (previously filed as Exhibit 1
to Form 8-A, dated March 3, 1989).
2. Form of press release dated February 23, 1989 (previously filed as
Exhibit 2 to Form 8-A, dated March 3, 1989).
3. Amendment Agreement, dated as of September 21, 1989, between
Cyprus Minerals Company, The Chase Manhattan Bank, N.A., as Co-Rights Agent, and
Ameritrust Company National Association, as Co-Rights Agent (previously filed as
Exhibit 4 to Form 8, dated January 29, 1990).
4. Amendment No. 2 to Rights Agreement, dated as of January 22, 1990,
between Cyprus Minerals Company and Ameritrust Company National Association, as
Rights Agent (previously filed as Exhibit 2 to Form 8, dated January 29, 1990).
5. Certificate of Adjustment dated as of January 22, 1990 (previously
filed as Exhibit 3 to Form 8, dated January 29, 1990).
6. Amendment No. 3 to the Rights Agreement, dated as of May 24, 1993,
between Cyprus Minerals Company and Society National Bank, as Rights Agent
(previously filed as Exhibit 6 to Form 8-A/A, dated June 29, 1993).
7. Certificate of Increase of Series A Junior Participating Preferred
Stock of Cyprus Minerals Company dated June 25, 1993 (previously filed as
Exhibit 7 to Form 8-A/A, dated June 29, 1993).
8. Amendment No. 4 to the Rights Agreement, dated as of December 14,
1995, between Cyprus Amax Minerals Company and Society National Bank, as Rights
Agent (previously filed as Exhibit 8 to Form 8-A/A, dated December 20, 1995).
9. Amendment No. 5 to the Rights Agreement, dated as of March 4,
1997, among Cyprus Amax Minerals Company, KeyBank, N.A. (formerly known as
Society National Bank), and The Bank of New York, as successor Rights Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
CYPRUS AMAX MINERALS COMPANY
Date: March 6, 1997
By: /s/ Philip C. Wolf
______________________________________
Name: Philip C. Wolf
Title: Senior Vice President,
General Counsel and Secretary
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EXHIBIT LIST
Page No.
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1. Rights Agreement, dated as of February 23, 1989
and amended as of September 21, 1989, between
Cyprus Minerals Company and Chase Manhattan Bank,
N.A., as Rights Agent (previously filed as Exhibit
1 to Form 8-A, dated March 3, 1989).
2. Form of press release dated February 23, 1989
(previously filed as Exhibit 2 to Form 8-A, dated
March 3, 1989).
3. Amendment Agreement, dated as of September 21,
1989, between Cyprus Minerals Company, The Chase
Manhattan Bank, N.A., as Co-Rights Agent, and
Ameritrust Company National Association, as Co-
Rights Agent (previously filed as Exhibit 4 to
Form 8, dated January 29, 1990).
4. Amendment No. 2 to Rights Agreement, dated as of
January 22, 1990, between Cyprus Minerals Company
and Ameritrust Company National Association, as
Rights Agent (previously filed as Exhibit 2 to
Form 8, dated January 29, 1990).
5. Certificate of Adjustment dated as of January 22,
1990 (previously filed as Exhibit 3 to Form 8,
dated January 29, 1990).
6. Amendment No. 3 to the Rights Agreement, dated as
of May 24, 1993 between Cyprus Minerals Company
and Society National Bank, as Rights Agent
(previously filed as Exhibit 6 to Form 8-A/A,
dated June 29, 1993).
7. Certificate of Increase of Series A Junior
Participating Preferred Stock of Cyprus Minerals
Company dated June 25, 1993 (previously filed as
Exhibit 7 to Form 8-A/A, dated June 29, 1993).
8. Amendment No. 4 to the Rights Agreement, dated as
of December 14, 1995, between Cyprus Amax Minerals
Company and Society National Bank, as Rights Agent
(previously filed as Exhibit 8 to Form 8-A/A, dated
December 20, 1995).
9. Amendment No. 5 to the Rights Agreement, dated as of
March 4, 1997, among Cyprus Amax Minerals Company,
KeyBank, N.A. (formerly known as Society National Bank),
and The Bank of New York, as successor Rights Agent.
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