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 MARCH 31, 1997
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 incorporation or (IRS Employers
organization) Identification No.)
9100 East Mineral Circle, Englewood, Colorado 80155
- ------------------------------------------------- ----------------------
(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
--- ----
Common Stock Outstanding, $0.01 par value, as of May 14, 1997 - 99,364,999
shares
Total Pages - 15
Exhibit Index Located on Page 13
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
March 31,
- -----------------------------------------------------------------
1997 1996/(1)/
- -----------------------------------------------------------------
Revenues $38.4 $25.6
Costs and operating expenses:
Cost of sales 25.2 20.7
Depreciation and depletion 11.4 6.1
General and administrative 1.9 2.7
Exploration 0.8 0.6
- -----------------------------------------------------------------
Total costs and operating expenses 39.3 30.1
- -----------------------------------------------------------------
Loss from operations (0.9) (4.5)
Interest expense (9.4) (5.6)
Capitalized interest 4.2 4.6
Interest income 0.3 0.5
Other (0.3) (0.5)
- -----------------------------------------------------------------
Loss before income taxes and cumulative
effect of accounting change (6.1) (5.5)
Income tax benefit - -
- -----------------------------------------------------------------
Loss before cumulative effect of
accounting change (6.1) (5.5)
Cumulative effect of accounting change 4.5 -
- -----------------------------------------------------------------
Net loss (1.6) (5.5)
Preferred stock dividends (1.7) (1.7)
- -----------------------------------------------------------------
Loss attributable to common shares $(3.3) $ (7.2)
=================================================================
Per common share:
Loss before cumulative effect of
accounting change $(.08) $ (.07)
Cumulative effect of accounting change .05 -
- -----------------------------------------------------------------
Net loss $(.03) $ (.07)
=================================================================
Weighted average common shares outstanding 99.3 96.4
=================================================================
/(1)/ The 1996 amounts have been restated to reflect the change from the LIFO
inventory method to a three-month rolling average cost method.
The accompanying notes are an integral part of these financial statements.
2
AMAX GOLD INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Dollars in millions except par value of stock)
March 31,
1997 December 31,
(Unaudited) 1996/(1)/
- -------------------------------------------------------------------------------------
ASSETS
Cash and equivalents $ 21.8 $ 11.1
Inventories 33.3 28.5
Receivables 8.2 3.2
Other 16.3 17.9
- -------------------------------------------------------------------------------------
Current assets 79.6 60.7
Property, plant and equipment, net 661.0 667.1
Other 31.5 34.4
- -------------------------------------------------------------------------------------
Total assets $772.1 $ 762.2
=====================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Cyprus Amax demand loan $142.3 $ 130.0
Current maturities of long-term debt 53.2 39.3
Accounts payable, trade 11.0 14.7
Accrued and other current liabilities 29.0 23.8
Reclamation reserve, current portion 3.9 4.5
- -------------------------------------------------------------------------------------
Current liabilities 239.4 212.3
Long-term debt 258.0 272.6
Reclamation reserve, non-current portion 11.4 11.2
Other 6.5 6.7
- -------------------------------------------------------------------------------------
Total liabilities 515.3 502.8
Commitments and contingencies - -
Shareholders' equity:
Preferred stock, par value $1.00 per share, authorized
10,000,000 shares, 2,000,000 shares designated as
$2.25 Series A Convertible Preferred Stock,
no shares issued and outstanding; and 1,840,000 shares
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 99,344,878
shares in 1997 and 99,308,979 shares in 1996 1.0 1.0
Paid-in capital 355.9 355.7
Accumulated deficit (93.8) (90.5)
Unearned equity - financing costs (8.1) (8.6)
- -------------------------------------------------------------------------------------
Total shareholders' equity 256.8 259.4
- -------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $772.1 $ 762.2
=====================================================================================
/(1)/ The 1996 amounts have been restated to reflect the change from the LIFO
inventory method to a three-month rolling average cost method.
The accompanying notes are an integral part of these financial statements.
3
AMAX GOLD INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in millions)
(Unaudited)
Three Months Ended
March 31,
- ---------------------------------------------------------------------------
1997 1996/(1)/
- ---------------------------------------------------------------------------
Cash Flows from Operating Activities:
Net loss $ (1.6) $ (5.5)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and depletion 11.4 6.1
Cumulative effect of accounting change (4.5) -
Increase (decrease) in reclamation reserve (0.4) 0.3
Increase (decrease) in working capital items 6.8 (1.4)
- ---------------------------------------------------------------------------
Net cash provided by (used in) operating activities 11.7 (0.5)
- ---------------------------------------------------------------------------
Cash Flows from Investing Activities:
Capital expenditures (5.9) (41.0)
Loan to joint venture partner - (2.0)
Capitalized interest (4.2) (4.6)
- ---------------------------------------------------------------------------
Net cash used in investing activities (10.1) (47.6)
- ---------------------------------------------------------------------------
Cash Flows from Financing Activities:
Proceeds from financings 12.3 50.0
Repayments of financings (0.7) (1.5)
Deferred financing costs (0.8) (0.3)
Preferred dividends paid (1.7) (1.7)
- ---------------------------------------------------------------------------
Net cash provided by financing activities 9.1 46.5
- ---------------------------------------------------------------------------
Net increase (decrease) in cash and equivalents 10.7 (1.6)
Cash and equivalents at January 1 11.1 25.6
- ---------------------------------------------------------------------------
Cash and equivalents at March 31 $ 21.8 $ 24.0
- ---------------------------------------------------------------------------
/(1)/ The 1996 amounts have been restated to reflect the change from the LIFO
inventory method to a three-month rolling average cost method.
The accompanying notes are an integral part of these financial statements.
4
AMAX GOLD INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(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, 1996. The Company is
currently approximately 52.5 percent owned by Cyprus Amax Minerals Company
("Cyprus Amax").
2. CHANGE IN ACCOUNTING POLICIES
During the first quarter of 1997 Amax Gold elected to change its method of
accounting for inventory from the last-in-first-out (LIFO) method to a three-
month rolling average method. In accordance with generally accepted accounting
principles when changing from the LIFO method, prior years' results have been
restated to reflect the effect of this change in policy. The effect of this
restatement on the first quarter of 1996 was to increase the previously reported
net loss by $2.0 million, or $.02 per share. Additionally, as of January 1,
1997, the Company changed its accounting policy to include depreciation and
depletion in inventory, which has the effect of recording depreciation and
depletion expense in the statement of operations as gold is sold rather than as
it is produced. The cumulative effect of this accounting change is a $4.5
million reduction of the net loss as of January 1, 1997. On a pro forma basis
this change would have reduced the 1996 first quarter net loss by $0.1 million.
Both accounting changes were made in order to better match current costs with
revenues and to conform with prevailing gold industry practice.
3. INVENTORIES
Inventories consist of the following (in millions):
March 31, December 31,
1997 1996
- -------------------------------------------------
Gold:
Finished goods $18.7 $16.7
Work-in-process 3.8 3.1
Materials and supplies 10.8 8.7
- -------------------------------------------------
$33.3 $28.5
=================================================
4. DEBT
The Company borrowed $12.3 million during the first quarter and an additional
$2.6 million through May 14, 1997, under a demand loan facility provided by
Cyprus Amax, for a total of $144.9 million borrowed under this facility. 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 price over the five days before such election.
5
5. 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 March
31, 1997, the Company's outstanding hedge contracts were as follows:
Average
Gold Realized Price
Ounces Per Ounce Period
- ------------------------------------------------------------------------------------
Forward sales contracts/(1)/ 181,700 $482 April 1997 - June 1997
Option contracts:
Purchased put options 688,000 $383 April 1997 - December 2000
Sold put options 133,900 $357 April 1997 - December 1997
Purchased call options 469,500 $408 June 1997 - December 1997
Sold call options 299,900 $398 April 1997 - 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 March 31, 1997, was approximately $28.4 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 $250 million Fort Knox loan from a group of banks, the
Company entered into interest rate swap agreements to reduce the impact of
changes in interest rates. At March 31, 1997, the Company had interest rate
swaps and swap option sales contracts that if exercised between April 1997 and
April 1998 would obligate the Company to pay a fixed rate of 5.88 percent over
an average term of 1.4 years on a principal amount of $170 million. The Company
also purchased swap options with the right to pay 6.82 percent over an average
term of 1.9 years on a principal amount of $150 million. The fair market value
of the Company's interest rate swap options at March 31, 1997, was approximately
$0.5 million. Due to the requirements placed on the Company as a condition for
the Fort Knox loan, the Company does not expect to close these contracts.
6. KUBAKA ACQUISITION
In October 1996, the Company finalized an amended agreement to acquire from
Cyprus Amax its indirect 50 percent interest in the Kubaka goldmine, which was
approved by the Company's shareholders in December 1996. Kubaka, located in Far
East Russia, poured its first gold in February 1997, and is expected to be
completed 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. The Company expects the transaction to be completed
in mid-1997.
6
As of March 31, 1997, Kubaka has been funded through $86 million of equity
contributions from the partners, on a pro rata basis to their ownership
interests, project financing of $130 million provided by the European Bank for
Reconstruction and Development and the U.S. Overseas Private Investment
Corporation, 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 $31 million.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth the Company's ounces of gold production,
production costs, ounces of gold sold and average realized prices for the three
months ended March 31, 1997 and 1996.
Three Months Ended
March 31,
- -----------------------------------------------------------------------------------
1997 1996
===================================================================================
GOLD PRODUCTION (OUNCES)
Fort Knox 29,224 -
Refugio 25,930 -
Hayden Hill 22,211 21,028
Guanaco 25,869 18,919
Sleeper - 19,220
- -----------------------------------------------------------------------------------
Consolidated gold production 103,234 59,167
- -----------------------------------------------------------------------------------
CASH OPERATING COSTS ($ PER OUNCE OF GOLD PRODUCED)/(1)(2)/
Fort Knox $ 181 $ -
Refugio 248 -
Hayden Hill 236 292
Guanaco 251 352
Sleeper - 226
- -----------------------------------------------------------------------------------
Consolidated average cash operating costs $ 227 $ 290
- -----------------------------------------------------------------------------------
TOTAL CASH COSTS ($ PER OUNCE OF GOLD PRODUCED)/(1)(2)/
Fort Knox $ 181 $ -
Refugio 265 -
Hayden Hill 245 300
Guanaco 263 365
Sleeper - 230
- -----------------------------------------------------------------------------------
Consolidated total cash costs $ 236 $ 298
- -----------------------------------------------------------------------------------
TOTAL PRODUCTION COSTS ($ PER OUNCE OF GOLD PRODUCED)/(1)(2)/
Fort Knox $ 353 $ -
Refugio 360 -
Hayden Hill 340 411
Guanaco 397 524
Sleeper - 336
- -----------------------------------------------------------------------------------
Consolidated total production costs $ 363 $ 423
===================================================================================
Ounces of gold sold 99,078 62,273
Average realized price per ounce sold $ 388 $ 412
===================================================================================
/(1)/ Cash operating costs at the mine sites including overhead, net of credits
for silver by-products. Total cash costs include cash operating costs plus
royalties and applicable production taxes. Total production costs include
total cash costs plus reclamation and depreciation and depletion.
/(2)/ Commercial production commenced at Fort Knox on March 1, 1997 and at
Refugio on October 1, 1996. Consolidated total cash costs exclude the
impact of the write-down of heap leach inventories at Guanaco in 1996.
Mining at Guanaco is expected to be completed during the second quarter of
1997, with residual leaching continuing through mid-year 1998. Mining at
Sleeper was completed in September 1996.
8
RESULTS OF OPERATIONS
Amax Gold Inc. reported a first quarter 1997 net loss of $1.6 million, or $.03
per share, on revenue of $38.4 million compared with a restated 1996 net loss of
$5.5 million, or $.07 per share, on revenue of $25.6 million. Excluding the
$4.5 million cumulative effect of a first quarter inventory accounting change,
the Company's first quarter 1997 net loss was $6.1 million, or $.08 per share.
Higher interest expense resulting from higher debt balances incurred to complete
the Company's major capital projects was the main factor in the lower earnings.
See Note 2 for further discussion of the changes in accounting policies during
the 1997 first quarter.
The Company's operating loss was $0.9 million during the first quarter of 1997
compared with an operating loss of $4.5 million in the 1996 first quarter.
Lower cash production costs and higher gold sales were the primary reasons for
the improved operating results. Additionally, Fort Knox commenced commercial
production at March 1, 1997, which also contributed to the improvement.
Amax Gold's average realized price for the first quarter of 1997 was $388 per
ounce, compared with $412 per ounce for the 1996 first quarter. These compare
with the 1997 and 1996 first quarter average gold spot prices of $351 per ounce
and $400 per ounce, respectively. Higher first quarter gold sales of 99,078
ounces, compared with 62,273 ounces for the 1996 first quarter, primarily
resulted from production at Fort Knox and Refugio, partially offset by the
absence of production from the Sleeper mine, which is now in reclamation.
Gold production rose nearly 75 percent to 103,234 ounces. Fort Knox and
Refugio, neither of which were in production in the first quarter of 1996, added
a total of 55,154 ounces of gold production. Production at both Guanaco and
Hayden Hill was higher than in the 1996 first quarter. Guanaco produced 25,869
ounces in the first quarter of 1997, a 37 percent increase over the 1996 first
quarter, primarily due to significantly higher grades. Hayden Hill's first
quarter production of 22,211 ounces was slightly higher than the first quarter
of 1996 primarily due to improved crusher throughput. Both Hayden Hill and
Guanaco are expected to complete mining during 1997 with residual leaching
continuing into 1998.
The Company's cost of sales increased compared with the prior year's quarter,
reflecting the substantial increase in sales, offset by lower average cash
costs. Consolidated total cash costs were reduced to $236 per ounce for the
first quarter of 1997 from $298 per ounce in the first quarter of 1996. Fort
Knox's cash costs of $181 per ounce were lower than anticipated as the mine
start-up was smooth and crusher and mill throughput exceeded expectations.
Refugio's cash costs were $265 per ounce, which is slightly higher than the
fourth quarter of 1996, Refugio's first quarter of production. The increase in
cash costs and lower gold production compared with the fourth quarter of 1996
primarily resulted from operational inefficiencies that are currently being
addressed. Guanaco's cash costs improved by nearly 28 percent to $263 per ounce
compared with the 1996 first quarter, due to the increase in production as well
as lower mining costs. Hayden Hill's first quarter 1997 cash costs were also
lower than the comparable 1996 quarter due to more efficient material handling.
Depreciation and depletion increased to $11.4 million during the first quarter
of 1997 primarily as a result of the addition of Fort Knox and Refugio
production, partially offset by a lower depreciation rate at Guanaco due to the
fourth quarter 1996 write-down.
First quarter 1997 general and administrative expenses of $1.9 million were $0.8
million lower than the 1996 first quarter. The decrease is primarily due to the
absence of severance accruals recorded in the first quarter of 1996 relating to
management changes as well as lower salaries and benefits, both resulting from a
second quarter 1996 corporate reorganization.
9
Higher debt balances necessary to complete construction of the Fort Knox mine
resulted in interest expense of $9.4 million for the first quarter of 1997, a 68
percent increase over the 1996 first quarter.
LIQUIDITY AND CAPITAL RESOURCES
Amax Gold's cash flow from operations improved to $11.7 million in the first
quarter of 1997 compared with cash used in operations of $0.5 million in the
first quarter of 1996. The increased cash flow was primarily attributed to the
addition of Fort Knox and Refugio gold sales coupled with lower total cash
costs.
Capital expenditures of $5.9 million were significantly reduced from the 1996
first quarter due to the completion of construction of the Fort Knox mine.
Capital spending, excluding capitalized interest, at Fort Knox totaled $5.4
million during the first quarter for a total project cost, excluding capitalized
interest, of about $345 million, approximately $25 million below the revised
capital cost estimates announced in April 1996. Capital spending for the
remainder of the year, excluding Kubaka, is expected to be approximately $15
million. See Note 6 for further discussion of the Kubaka acquisition.
Net financing activities generated $9.1 million during the first quarter of
1997. The Company borrowed $12.3 million under the Cyprus Amax demand loan
facility during the first quarter of 1997, increasing the total borrowed through
March 31, 1997, to $142.3 million. An additional $2.6 million was borrowed
through May 14, 1997. Amax Gold does not expect to borrow significant
additional amounts under the demand loan facility as the Company's major capital
projects are substantially complete. Cash flow from operations is expected to be
sufficient to fund the Company's remaining cash needs, including scheduled
third-party debt service. The Company is currently considering various options
to restructure its debt and capital, which could include accessing public debt
and equity markets.
Amax Gold paid regular dividends of $.9375 on the $3.75 Series B Convertible
Preferred Stock during the first quarter of 1997. At March 31, 1997,
approximately 99.3 million shares of the Company's common stock were
outstanding.
Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share,
was issued in February 1997. SFAS No. 128 replaces the presentation of primary
EPS with a presentation of basic EPS. It requires a reconciliation of the
numerator and denominator of the basis EPS computation to the numerator and
denominator of the diluted EPS computation. Basic EPS excludes dilution and is
computed by dividing income available to common stockholders by the weighted-
average number of common shares outstanding for the period. For the three
months ended March 31, 1997, basic earnings per share would be the same as
primary earnings per share presented.
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 dates for commencement
of mining,
10
gold production and commercial production, projected quantities of future gold
production, estimated reserves and recovery rates, anticipated production rates,
costs and expenditures, prices realized by the Company, expected future cash
flows, anticipated financing needs, growth plans and sources of financing and
repayment alternatives. 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, cost overruns, construction delays, 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 and approvals, 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. Refer to
the Risk Factors on pages 7 to 13 of Amendment No. 1 to the Company's
Registration Statement on Form S-3 (No. 333-22598) as filed with the Securities
and Exchange Commission on March 26, 1997, for a more detailed discussion of
risks. 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
Piedmont Mining Company and Kershaw Gold Company, Inc. have dismissed
their appeals pending in the United States Court of Appeals for the
Fourth Circuit of the $1.4 million environmental arbitration award in
favor of the Company, issued and paid in 1996 in respect of certain
environmental indemnity claims of the Company. The arbitration award is
now a final judgment.
Litigation filed by Kershaw against the Company alleging that the
Company tertiously interfered with performance by its subsidiaries
under certain agreements is still pending in the United States District
Court for the District of South Carolina, Rock Hill Division. The
motion of Piedmont and Kershaw for reconsideration of an order
dismissing all of their lawsuit against the Company except the claim
described above is still pending in South Carolina Circuit Court.
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 annual meeting of stockholders was held on May 6, 1997.
(B) See (c) below.
(C) Two proposals were submitted for approval, which were passed
with voting results as follows:
1) All six of the Company's directors were reelected to serve
until the annual meeting of stockholders in 1998, based on the
following tabulations:
(1) Allen Born: 91,664,313 affirmative votes, 309,245
withheld
(2) Gerald J. Malys: 91,751,155 affirmative votes, 222,403
withheld
(3) Richard H. Block: 91,752,471 affirmative votes, 221,087
withheld
(4) Vernon F. Taylor, Jr.: 91,724,955 affirmative votes,
248,603 withheld
(5) Milton Ward: 91,740,018 affirmative votes, 233,540
withheld; and
(6) Russell L. Wood: 91,751,209 affirmative votes, 222,349
withheld.
2) The selection of Price Waterhouse as independent accountants
for the current fiscal year was approved by a tabulation of
91,741,517 votes in favor, 176,189 votes against and 55,852
abstaining.
ITEM 5. OTHER INFORMATION
Not Applicable.
12
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
-------------- --------
(10)(a) Agreement dated March 24, 1997 between
the Company and Leland O. Erdahl
(b) Second Amendment to the Deferred
Compensation Plan for Members of the Board
of Directors of Amax Gold Inc.
(c) First Amendment to the Amax Gold Inc. 1992
Stock Option Plan
(d) First and Second Amendments to the Amax Gold
Inc. Key Employee Long-Term Incentive Plan
(18) Letter dated May 14, 1997, from the
Company's independent accountants to the
Amax Gold Inc. Board of Directors regarding
the preferability of the Company's newly
adopted accounting principles for
inventories.
(27) Financial Data Schedule
(B) No Current Report on Form 8-K was filed during the quarter
ended March 31, 1997.
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/ Leland O. Erdahl
----------------------------------
Leland O. Erdahl
Vice President and Chief Financial
Officer
(principal financial officer)
Dated: May 15, 1997
14