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, 1998
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 Identification No.)
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 May 8, 1998 - 114,933,311
shares
Total Pages - 31
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,
- --------------------------------------------------------------------------------
1998 1997
- --------------------------------------------------------------------------------
Revenues $ 62.7 $ 38.4
Costs and operating expenses:
Cost of sales 40.5 25.2
Depreciation and depletion 19.6 11.4
General and administrative 0.4 1.9
Exploration 1.1 0.8
- --------------------------------------------------------------------------------
Total costs and operating expenses 61.6 39.3
- --------------------------------------------------------------------------------
Income (loss) from operations 1.1 (0.9)
Interest expense (10.8) (9.4)
Capitalized interest - 4.2
Interest income 0.3 0.3
Other 6.4 (0.3)
- --------------------------------------------------------------------------------
Loss before income taxes and cumulative
effect of accounting change (3.0) (6.1)
Income tax expense - -
- --------------------------------------------------------------------------------
Loss before cumulative effect of
accounting change (3.0) (6.1)
Cumulative effect of accounting change - 4.5
- --------------------------------------------------------------------------------
Net loss (3.0) (1.6)
Preferred stock dividends (1.7) (1.7)
- --------------------------------------------------------------------------------
Loss attributable to common shares $ (4.7) $(3.3)
================================================================================
Per common share:
Loss before cumulative effect of
accounting change $ (.04) $(.08)
Cumulative effect of accounting change - .05
- --------------------------------------------------------------------------------
Net basic and diluted loss $ (.04) $(.03)
================================================================================
Weighted average common shares outstanding 114.9 99.3
================================================================================
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,
1998 December 31,
(Unaudited) 1997
- ------------------------------------------------------------------------------------------
ASSETS
Cash and equivalents $ 9.1 $ 16.0
Restricted cash 3.5 3.5
Inventories 67.3 57.1
Receivables 29.6 32.9
Other 19.5 20.2
- ------------------------------------------------------------------------------------------
Current assets 129.0 129.7
Property, plant and equipment, net 710.9 723.3
Other 16.8 17.6
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Total assets $ 856.7 $ 870.6
==========================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Cyprus Amax demand loan $ 73.3 $ 73.3
Current maturities of long-term debt 81.4 81.4
Accrued and other current liabilities 49.8 39.1
Accounts payable, trade 15.5 24.2
Reclamation reserve, current portion 7.6 8.0
- ------------------------------------------------------------------------------------------
Current liabilities 227.6 226.0
Long-term debt 331.1 345.7
Reclamation reserve, non-current portion 18.8 13.8
Other 9.3 11.3
- ------------------------------------------------------------------------------------------
Total liabilities 586.8 596.8
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 114,917,375
shares in 1998 and 114,850,103 shares in 1997 1.1 1.1
Paid-in capital 408.9 408.6
Accumulated deficit (135.5) (130.8)
Unearned equity - financing costs (6.4) (6.9)
- ------------------------------------------------------------------------------------------
Total shareholders' equity 269.9 273.8
- ------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $ 856.7 $ 870.6
==========================================================================================
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,
- --------------------------------------------------------------------------------
1998 1997
- --------------------------------------------------------------------------------
Cash Flows from Operating Activities:
Net loss $ (3.0) $ (1.6)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and depletion 19.6 11.4
Cumulative effect of accounting change - (4.5)
Increase (decrease) in reclamation reserve 4.6 (0.4)
Increase (decrease) in working capital items (8.2) 6.8
- --------------------------------------------------------------------------------
Net cash provided by operating activities 13.0 11.7
- --------------------------------------------------------------------------------
Cash Flows from Investing Activities:
Capital expenditures (3.5) (5.9)
Capitalized interest - (4.2)
- --------------------------------------------------------------------------------
Net cash used in investing activities (3.5) (10.1)
- --------------------------------------------------------------------------------
Cash Flows from Financing Activities:
Proceeds from financings - 12.3
Repayments of financings (14.6) (0.7)
Deferred financing costs (0.1) (0.8)
Preferred dividends paid (1.7) (1.7)
- --------------------------------------------------------------------------------
Net cash provided by (used in) financing activities (16.4) 9.1
- --------------------------------------------------------------------------------
Net increase (decrease) in cash and equivalents (6.9) 10.7
Cash and equivalents at January 1 16.0 11.1
- --------------------------------------------------------------------------------
Cash and equivalents at March 31 $ 9.1 $ 21.8
================================================================================
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
that 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, 1997. The Company is
currently approximately 58.8 percent owned by Cyprus Amax Minerals Company
(Cyprus Amax).
2. MERGER AGREEMENT
On February 9, 1998, the Company announced that it had entered into a merger
agreement with Kinross Gold Corporation (Kinross) providing for a combination of
their businesses. In the merger, each share of the Company's common stock will
be converted into 0.8004 of a share of Kinross common stock. Cyprus Amax has
agreed to contribute $135 million of cash and indebtedness to Kinross at the
effective time of the merger in exchange for approximately 35 million shares of
Kinross common stock.
3. CHANGE IN ACCOUNTING POLICIES
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 was a $4.5 million reduction of the net loss as of January 1, 1997.
This accounting change was made in order to better match current costs with
revenues and to conform with prevailing gold industry practice.
4. INVENTORIES
Inventories consist of the following (in millions):
March 31, December 31,
1998 1997
- --------------------------------------------------------------------------------
Gold:
Finished goods $ 27.2 $23.3
Work-in-process 2.9 3.6
Materials and supplies 37.2 30.2
- --------------------------------------------------------------------------------
$ 67.3 $ 57.1
================================================================================
5. LONG-TERM DEBT
The Company did not borrow any additional amounts during the first quarter of
1998 under the Cyprus Amax demand loan facility. During April 1998, an
additional $5 million was borrowed for a total of $78.3 million outstanding
under this facility as of May 8, 1998. The Company pays interest on amounts
outstanding at LIBOR plus 2.25 percent. Any outstanding amount at the effective
date of the Kinross merger will be transferred to Kinross in exchange for
Kinross common shares. See Note 2 for further discussion.
5
6. HEDGE CONTRACTS
Forward sales contracts, generally on a spot deferred basis, put 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. During the
first quarter of 1998, the Company's realized price was $338 per ounce on
185,452 ounces of gold compared with an average spot price of $294 per ounce.
As of March 31, 1998, the Company's outstanding hedge contracts were as follows:
Average
Realized Price
Gold Ounces Per Ounce Period
- --------------------------------------------------------------------------------
Forward sales/(1)/ 521,350 $362 Apr. 1998 - Mar. 2002
Purchased put options 295,100 $357 Apr. 1998 - Dec. 2000
/(1)/ Primarily on a spot deferred forward basis, which allows for deferral of
the delivery of gold ounces to a later date at a renegotiated gold price.
The market value of the Company's hedge contracts at March 31, 1998, was
approximately $45.0 million. Market valuations are dependent on gold prices,
option volatility and interest rates, which can vary significantly. Forward
sales contracts and purchased put options will be utilized to hedge against
declines in gold prices for the Company's future gold production while
maintaining benefits in the event of higher gold prices.
As of March 31, 1998, the Company's outstanding commodity derivative contracts,
which are marked to market, are as follows:
Average
Realized Price
Gold Ounces Per Ounce Period
- -----------------------------------------------------------------------------------------------
Forward purchases 760,253 $312 Apr. 1998 - Mar. 1999
Purchased put options 463,700 $341 Apr. 1998 - Dec. 1998
Purchased compound put options 138,000 $322 Dec. 1998 - Dec. 2000
Sold put options 442,892 $299 Apr. 1998 - Dec. 1999
Purchased compound call options 38,000 $285 Dec. 1998
Sold call options 74,100 $317 Apr. 1998 - Aug. 1998
The decline in the mark to market gain on the Company's commodity derivative
contract from $5.0 million at December 31, 1997, to $4.0 million at March 31,
1998, has been reflected in the consolidated statement of operations.
As a requirement of the Fort Knox financing, the Company entered into interest
rate swaps and swap option agreements to reduce the impact of changes in
interest rates. At March 31, 1998, the Company had interest rate swaps and swap
option sales contracts that if exercised between April 1998 and June 1998 would
obligate the Company to pay a fixed rate of 6.0 percent over an average term of
0.5 years on a principal amount of $165 million. The Company also purchased
swap options with the right to pay 6.7 percent over an average term of 1.5 years
on a principal amount of $70 million. In connection with the Kinross merger,
the Fort Knox financing is expected to be repaid. The market value of the
Company's interest rate swap options at March 31, 1998, was not significant.
6
7. 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
applicable foreign 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 $49.5 million.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
PRODUCTION RESULTS
The following table sets forth the Company's ounces of gold production,
production costs, ounces of gold sold and average realized prices for the three
months ended March 31, 1998 and 1997.
Three Months Ended
March 31,
- -------------------------------------------------------------------------------------
1998 1997
- -------------------------------------------------------------------------------------
GOLD PRODUCTION (OUNCES)/(1)/
Fort Knox 87,232 29,224
Kubaka 60,417 -
Refugio 24,273 25,930
Hayden Hill 15,082 22,211
Guanaco 10,542 25,869
- -------------------------------------------------------------------------------------
Consolidated gold production 197,546 103,234
- -------------------------------------------------------------------------------------
CASH OPERATING COSTS ($ PER OUNCE OF GOLD PRODUCED)/(1)//(2)/
Fort Knox $ 189 $ 181
Kubaka 143 -
Refugio 290 248
Hayden Hill 108 236
Guanaco 132 251
- -------------------------------------------------------------------------------------
Consolidated average cash operating costs $ 178 $ 227
- -------------------------------------------------------------------------------------
TOTAL CASH COSTS ($ PER OUNCE OF GOLD PRODUCED)/(1)//(2)/
Fort Knox $ 189 $ 181
Kubaka 169 -
Refugio 304 265
Hayden Hill 121 245
Guanaco 152 263
- -------------------------------------------------------------------------------------
Consolidated total cash costs $ 190 $ 236
- -------------------------------------------------------------------------------------
TOTAL PRODUCTION COSTS ($ PER OUNCE OF GOLD PRODUCED)/(1)//(2)/
Fort Knox $ 340 $ 353
Kubaka 274 -
Refugio 415 360
Hayden Hill 330 340
Guanaco 152 397
- -------------------------------------------------------------------------------------
Consolidated total production costs $ 318 $ 363
=====================================================================================
Ounces of gold sold 185,452 99,078
Average realized price per ounce sold $ 338 $ 388
=====================================================================================
/(1)/ Commercial production commenced at Kubaka on June 1, 1997, and at Fort
Knox on March 1, 1997. Consolidated total cash costs exclude the impact of
the write-down of heap leach inventories at Guanaco in 1996. Mining at
Guanaco was completed during the second quarter of 1997, and mining at
Hayden Hill was completed in the fourth quarter of 1997, with residual
leaching at both mines continuing during 1998.
/(2)/ Cash operating costs at the mine sites include 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.
8
RESULTS OF OPERATIONS
Amax Gold Inc. reported a first quarter 1998 net loss of $3.0 million, or $.04
per share, on revenue of $62.7 million compared with a 1997 first quarter net
loss of $1.6 million, or $.03 per share on revenue of $38.4 million. The 1998
first quarter results included a $6.7 million gain on the sale of certain
Guanaco assets while the 1997 first quarter results included a $4.5 million
benefit for a first quarter inventory accounting change. Excluding the special
items, the 1998 first quarter net loss was $9.7 million, or $.08 per share,
compared with the 1997 first quarter net loss of $6.1 million, or $.08 per
share. Operating income improved to $1.1 million for the first quarter of 1998
compared with an operating loss of $0.9 million for the 1997 first quarter.
Significantly higher gold production of 197,546 ounces and lower cash costs of
$190 per ounce for the first quarter of 1998, substantially offset by lower gold
realizations, resulted in the improved operating income.
During February 1998, the Company announced that it had agreed to merge with
Kinross Gold Corporation. The combination of these two companies will result in
the fifth largest gold producer in North America with annual production of
approximately 1.2 million ounces. It is expected that the merger will be
completed during the second quarter.
Amax Gold's average realized price for the first quarter of 1998 was $338 per
ounce, compared with $388 per ounce for the 1997 first quarter and compared with
an average spot gold price of $294 per ounce for the first quarter of 1998.
Gold sales of 185,452 ounces in the first quarter of 1998 nearly doubled
compared with the first quarter of 1997 due to the commencement of commercial
production at Kubaka and a full quarter of production at Fort Knox, offset by
lower production at Hayden Hill and Guanaco as those mines transitioned into
residual heap leaching.
The Company's first quarter 1998 gold production increased more than 91 percent
to 197,546 ounces compared with 103,234 ounces in the 1997 first quarter.
Commencement of commercial production at Kubaka and a full quarter of production
at Fort Knox were responsible for the increase. The 50 percent owned Kubaka
mine reported record production of 60,417 ounces for Amax Gold's account during
the first quarter of 1998 due to higher mill recovery and head grade. Fort
Knox's production of 87,232 ounces was lower than the previous quarter's due to
the effects of frozen ore in January, a liner change during February and lower
mill head grades in March. Fort Knox's production and grade have returned to
normal levels during the second quarter of 1998. Operations at Refugio in the
first quarter were affected by material handling problems, which were resolved,
but resulted in a slight decrease in production compared with the prior year's
quarter. The Company's 50 percent share of quarterly production was 24,273
ounces compared with 25,930 ounces for the 1997 first quarter. Due to
winterization of the plant and construction of an alternate access road, the
Refugio mine is also now better prepared to enter the winter months and is not
expected to experience the significant declines in production rates that
occurred during the unusually harsh winter of 1997. Mining was completed at
both Hayden Hill and Guanaco during 1997, which resulted in the decrease in
production at each mine. Production at Hayden Hill and Guanaco will continue
to decline during 1998 as residual leaching continues.
The Company's first quarter 1998 cost of sales increased nearly 61 percent to
$40.5 million compared with $25.2 million in the first quarter of 1997 as a
result of the increased production and sales. However, cost of sales did not
increase proportionately to the increased production and sales due to lower cash
costs. Consolidated total cash costs fell by more than 19 percent to $190 per
ounce for the first quarter of 1998 from $236 per ounce in the first quarter of
1997. Fort Knox's cash costs of $189 per ounce for the 1998 first quarter were
slightly higher than the first quarter of 1997 due to lower production levels,
which have returned to normal in the second quarter. As a result of higher
recovery and head grade, Kubaka's first
9
quarter 1998 cash costs of $169 per ounce were lower than any previous full
quarter. Refugio's cash costs for the 1998 first quarter were $304 per ounce,
primarily due to the operational difficulties previously discussed. Hayden Hill
and Guanaco's first quarter 1998 cash costs of $121 per ounce and $152 per
ounce, respectively, were significantly lower than 1997 first quarter cash costs
at each mine due to the absence of mining costs. Hayden Hill's full costs for
the first quarter of 1998 include a $209 per ounce charge for reclamation costs
reflecting an increase of the Company's current estimate of final closure costs.
First quarter 1998 depreciation and depletion increased to $19.6 million from
$11.4 million in the first quarter of 1997, primarily as a result of the
increase in production, partially offset by a slightly lower depreciation and
depletion rate resulting from the addition in December 1997 of approximately
450,000 contained ounces to the Fort Knox reserves.
General and administrative expenses of $0.4 million for the first quarter of
1998 are significantly lower than the 1997 first quarter expense of $1.9
million. The decrease is mainly attributed to crediting approximately $0.8
million to general and administrative expenses for the fee the Company earns
managing the Kubaka project.
The $0.3 million increase in exploration expense to $1.1 million for the first
quarter of 1998 resulted from the absence of a payment received during the first
quarter of 1997 relating to the sale of the Robertson project, located in
Nevada, which was discontinued during 1996.
Higher interest expense of $10.8 million for the first quarter of 1998 compared
with $9.4 million for the 1997 first quarter was primarily attributed to the
assumption of about $73 million of debt in connection with the Kubaka
acquisition, which carries substantially higher interest rates than the
Company's other debt. Due to the completion of the Company's construction
projects, no interest was capitalized during the 1998 first quarter compared
with $4.2 million capitalized during the 1997 first quarter.
During February 1998, Amax Gold entered into an agreement with Cyprus Amax to
sell a portion of the Company's foreign tax net operating losses. In connection
with this transaction, the Company recognized a $6.7 million gain, which has
been included in other income.
LIQUIDITY AND CAPITAL RESOURCES
Amax Gold's cash flow from operations for the first quarter of 1998 increased
slightly to $13.0 million compared with $11.7 million for the 1997 first quarter
due to lower consolidated cash costs coupled with higher production, partially
offset by lower realizations. Cash flow from operations during the first
quarter of 1998 was adversely affected by the build-up of materials and supplies
inventory at Kubaka, since the winter ice road used to supply the mine site is
only open from January through April.
Capital spending of $3.5 million for the 1998 first quarter was lower than the
$5.9 million spent during the 1997 first quarter since the Company's major
construction projects were completed during the first quarter of 1997.
Approximately $2.2 million was spent at Refugio during the 1998 first quarter to
address certain operational inefficiencies remaining from the construction of
the mine while the remaining $1.3 million was spent at Fort Knox, primarily on
certain deferred construction projects.
No additional funds were borrowed under the Cyprus Amax demand loan facility
during the first quarter of 1998. The Company borrowed $5 million under the
Cyprus Amax demand loan facility during April 1998, for a total outstanding
balance of $78.3 million as of May 8, 1998. Scheduled Fort Knox debt repayments
of approximately $14.6 million during the first quarter of 1998 were made
primarily with cash flows from
10
operations. With continued reductions in capital spending expected for the
remainder of 1998 and with the anticipated higher production and lower cash
costs, the Company expects to generate sufficient funds for general corporate
purposes, capital expenditures, working capital build-up and interest payments.
Assuming the price of gold remains at current levels, the Company does
anticipate borrowing additional amounts under the Cyprus Amax demand loan
facility for a portion of its 1998 debt service. In connection with the Kinross
merger, approximately $335 million of the Company's debt will be eliminated,
including the Cyprus Amax demand loan facility.
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 gold sales,
reserve additions, production improvements at Refugio and Fort Knox, projected
quantities of future gold production, estimated reserves and recovery rates,
anticipated production rates, costs and expenditures, prices realized by the
Company and expected to be realized, expected future cash flows, anticipated
financing needs, growth plans and sources of financing and repayment
alternatives and timing and results of the pending business combinations.
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,
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, 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
19 to 23 of the Company's Information Statement as filed with the Securities and
Exchange Commission on April 23, 1998, 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
On February 13, 1998, a purported class action was filed in the Court
of Chancery of Delaware by two Amax Gold Stockholders entitled Joseph
Ratzerdorfer, and Victoria Shaev, IRA v. Milton H. Ward, et al., C.A.
No. 16189-NC, against Cyprus Amax, the Company's Board, and the Company
as a nominal defendant. The complaint alleges, among other things,
that the defendants breached their fiduciary duties of loyalty and due
care in connection with Amax Gold's entry into the Kinross merger
agreement because: the terms of the Merger are unfair, inadequate, and
the product of self-dealing due to the differences between the
consideration to be received by Cyprus Amax and minority stockholders;
Cyprus Amax controls Amax Gold, the Amax Gold Board and Special
Committee have conflicts of interest arising from the fact that certain
of the directors own Cyprus Amax stock, serve on the boards of both
companies, and/or were nominated to Amax Gold's Board by directors who
suffer from conflicts of interest; defendants have failed to disclose
certain non-public information regarding the value of Amax Gold's
assets and Amax Gold's future earnings and profitability potential; and
the timing of the announcement of the Merger was designed to place an
artificial cap on the market price of the Company's shares to enable
Cyprus Amax to obtain the greatest consideration for its stake in Amax
Gold. The complaint seeks, among other things, an injunction
prohibiting the consummation of the Merger and, in the event the Merger
is consummated, an order rescinding the transaction and/or awarding
damages in an unspecified amount. Amax Gold believes that the
complaint is without merit and intends to defend the matter vigorously.
Piedmont Mining Company and Lancaster Mining Company Inc. have appealed
the April 1998 order of the South Carolina Circuit Court, denying their
motion for reconsideration of the dismissal of certain claims against
the Company and certain subsidiaries.
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
In connection with the Kinross merger, Cyprus Amax agreed to vote its
58.8% of the Company's shares in favor of, and granted Kinross a proxy
to vote the Company's shares held by Cyprus Amax and certain of its
affiliates in favor of, the merger. On March 11, 1998, Cyprus Amax
executed a written consent in favor of the merger. Pursuant to Section
228 of the Delaware General Corporate Law and the Certificate of
Incorporation of the Company, no additional approval by Amax Gold's
Stockholders is required.
ITEM 5. OTHER INFORMATION
Not Applicable.
12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) Exhibits
Exhibit Number Exhibit
-------------- -------
10.1 Resolution of the Board of Directors of Amax Gold Inc., dated
February 9, 1998 amending the following plans:
1. Deferred Compensation Plan for Members of the Board of
Directors of Amax Gold Inc.
2. Amax Gold Inc. 1992 Stock Option Plan
3. Amax Gold Inc. Key Executives Long-Term Incentive Plan
4. Amax Gold Inc. Separation Plan for Key Employees
10.2 Nominee Agreement dated February 9, 1998 between Cyprus
Amax Minerals Company and Amax Gold Inc.
10.3 Sponsor Agreement dated February 9, 1998 between Cyprus
Amax Minerals Company and Amax Gold Inc.
(27) Financial Data Schedule
(B) Reports on Form 8-K - None
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 8, 1998
14