SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A [X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 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 (IRS Employer Identification No.) incorporation or organization) 9100 EAST MINERAL CIRCLE, ENGLEWOOD, COLORADO 80112 - ------------------------------------------- ----------------------------- (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 August 12, 1997 - 114,778,792 shares Total Pages - 286 Exhibit Index Located on Pages 2-3 1 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The purported stockholder derivative action titled Harbor Finance -------------- Partners V. Allen born, et al has been settled, pending approval of ----------------------------- the Court of Chancery of Delaware. In connection with the settlement, the number of shares of Common Stock issued by the Company in connection with the Kubaka transaction was reduced by approximately 600,000. 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 Not Applicable. ITEM 5. OTHER INFORMATION Not Applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K This Form 10-Q/A has been filed to amend Exhibits (10.2), (10.3), (10.6) and (10.7) to add language contained in the original agreements that was inadvertently omitted from the prior Form 10-Q filing. (a) Exhibits Exhibit Number Exhibit -------------- ------- (10.1) Loan Agreement, dated as of May 1, 1997, between Alaska Development Export Authority and Fairbanks Gold Mining, Inc.; Reimbursement Agreement, dated as of May 1, 1997, between Fairbanks Gold Mining, Inc. and Union Bank of Switzerland, New York Branch; Guaranty, dated May 22, 1997, of Cyprus Amax in favor of Union Bank of Switzerland, New York Branch; and Reimbursement Agreement, dated May 22, 1997, of the Company in favor of Cyprus Amax. (10.2) Finance Agreement, dated as of June 30, 1995, between Omolon and Overseas Private Investment Corporation ("OPIC"); First Amendment to Finance Agreement, dated as of April 22, 1996, between Omolon Gold Mining Company and OPIC, amending the Finance Agreement dated June 30, 1995 between Omolon and OPIC; and Second Amendment to Finance Agreement, dated as of January 28, 1997, between Omolon and OPIC, amending the Finance Agreement dated June 30, 1995 between Omolon and OPIC. 2 (10.3) Loan Agreement, dated as of June 30, 1995, between Omolon and European Bank for Reconstruction and Development ("EBRD"); Amendment Agreement to Loan Agreement, dated November 7, 1995, between Omolon and EBRD, amending the Loan Agreement dated June 30, 1995 between Omolon and EBRD; Second Amendment Agreement to Loan Agreement, dated April 22, 1996, between Omolon and EBRD, amending the Loan Agreement dated June 30, 1995 between Omolon and EBRD; and Third Amendment to Loan Agreement, dated November 20, 1996, between Omolon and EBRD, amending the Loan Agreement dated as of June 30, 1995 between Omolon and EBRD. (10.4) Support Agreement, dated as of August 30, 1995, among Omolon, Cyprus Amax, Cyprus Magadan Gold Corporation, EBRD and OPIC; and Amendment Agreement to Support Agreement, dated as of January 28, 1997 among Omolon, Cyprus Amax, Cyprus Magadan Gold Corporation and EBRD, amending the Support Agreement dated as of August 30, 1995 among the parties. (10.5) Guaranty Agreement, dated as of August 30, 1995, among Cyprus Amax, EBRD and OPIC; and Amendment Agreement to Cyprus Amax Guaranty, dated January 30, 1997, among Cyprus Amax, EBRD and OPIC, amending the Guaranty Agreement dated as of August 30, 1995 among the parties. (10.6) Loan Agreement, dated as of November 29, 1996, between Omolon and ABN Amro Bank (Moscow) Ltd.; and Guaranty and Indemnity Agreement, dated as of November 26, 1996, by Cyprus Amax in favor of ABN Amro Bank NV. (10.7) Agreement, dated April 8, 1997, between Omolon Gold Mining Company and ABN Amro Bank (Moscow) Ltd.; and Guaranty and Indemnity Agreements, dated as of April 1, 1997, by Cyprus Amax in favor of ABN Amro Bank N.V. (10.8) Third Amendment Agreement, dated as of March 24, 1997, among the Company, Fairbanks Gold Mining, Inc., Guanaco Mining Company, Inc., Lassen Gold Mining, Inc., Melba Creek Mining, Inc., Nevada Gold Mining, Inc. and a group of banks, amending the Term Loan Agreement dated October 31, 1995 among the parties. (27) Financial Data Schedule (b) Reports on Form 8-K - None 3 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 accounting officer) Dated: August 15, 1997 4