SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________to ___________ THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES 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 - -------------------------------------------------- ----------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (303) 643-5500 ---------------- THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES FINANCIAL STATEMENTS DECEMBER 31, 1997 AND 1996 REPORT OF INDEPENDENT ACCOUNTANTS June 8, 1998 To The Participants and Administrator of the Thrift Plan for Employees of Amax Gold Inc. and Its Subsidiaries In our opinion, the accompanying statements of net assets available for benefits with Fund Information and the related statement of changes in net assets available for benefits with Fund Information present fairly, in all material respects, the net assets available for benefits of the Thrift Plan for Employees of Amax Gold Inc. and Its Subsidiaries (the "Plan") at December 31, 1997 and 1996, and the changes in its net assets available for benefits for the year ended December 31, 1997, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedules I and II is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by the Employee Retirement Income Security Act of 1974. The Fund Information in the statements of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and the changes in net assets available for benefits of each fund. Schedules I and II and the Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. PRICE WATERHOUSE LLP Denver, Colorado THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION DECEMBER 31, 1996 FUND INFORMATION ----------------------------------------------------------------------------------------------- Common Partici- Prime Equity Stock pant Reserve Index International Total Fund Loans Fund Fund Stock Fund ---------------- ----------------- ----------- ----------- ---------------- -------------- ASSETS Cash and equivalents $ 427 $ - $ 427 $ - $ - $ - Investments: Amax Gold Inc. common stock 1,727,170 1,727,170 - - - - Mutual funds 11,744,772 - - 55,828 2,478,242 518,963 Participant loans 502,460 - 502,460 - - - Receivables: Interest 3,381 218 - 123 525 105 Participant contributions and loan repayments 85,449 1,527 (14,739) 3,886 16,340 8,125 Employer contributions 58,571 58,571 - - - - ----------- ----------------- ---------- ----------- ---------------- -------------- Total assets 14,122,230 1,787,486 488,148 59,837 2,495,107 527,193 ----------- ----------------- ---------- ----------- ---------------- -------------- LIABILITIES - - - - - - ----------- ----------------- ---------- ----------- ---------------- -------------- Net assets available for benefits $14,122,230 $1,787,486 $488,148 $59,837 $2,495,107 $527,193 =========== ================= ========== =========== ================ ============== FUND INFORMATION ----------------------------------------------------------------------------------------------- Spectrum Stable Equity New Science & Spectrum Income Value Income Horizons Technology Growth Fund Fund Fund Fund Fund Fund ------------- ---------------- ------------- ---------------- ------------- -------------- ASSETS Cash and equivalents $ - $ - $ - $ - $ - $ - Investments: Amax Gold Inc. common stock - - - - - - Mutual funds 816,710 4,913,643 322,738 2,369,179 190,897 78,572 Participant loans - - - - - - Receivables: Interest 307 1,291 84 588 139 1 Participant contributions and loan repayments 6,928 27,551 7,247 22,947 3,732 1,905 Employer contributions - - - - - - ------------- ---------------- ------------- ---------------- ------------- -------------- Total assets 823,945 4,942,485 330,069 2,392,714 194,768 80,478 ------------- ---------------- ------------- ---------------- ------------- -------------- LIABILITIES - - - - - - ------------- ---------------- ------------- ---------------- ------------- -------------- Net assets available for benefits $823,945 $4,942,485 $330,069 $2,392,714 $194,768 $80,478 ============= ================ ============= ================ ============= ============== The accompanying notes are an integral part of these statements. THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION DECEMBER 31, 1997 FUND INFORMATION --------------------------------------------------------------------------------------------- Common Partici- Prime Equity Stock pant Reserve Index International Total Fund Loans Fund Fund Stock Fund -------------- ----------------- ---------- ----------- ----------------- -------------- ASSETS Cash and equivalents $ 15,000 $ - $ 15,000 $ - $ - $ - Investments: Amax Gold Inc. common stock 924,695 924,695 - - - - Mutual funds 12,685,187 - - 76,816 3,158,392 512,446 Participant loans 412,892 - 412,892 - - - Receivables: Interest 2,162 209 - 196 282 83 Participant contributions and loan repayments 96,685 11,321 (13,958) 5,632 16,275 8,801 Employer contributions 45,797 45,797 - - - - ----------- ----------------- --------- ----------- ----------------- -------------- Total assets 14,182,418 982,022 413,934 82,644 3,174,949 521,330 ----------- ----------------- --------- ----------- ----------------- -------------- LIABILITIES - - - - - - Excess contributions refundable to participants 10,712 90 - 338 906 651 ----------- ----------------- --------- ----------- ----------------- -------------- Net assets available for benefits $14,171,706 $981,932 $413,934 $82,306 $3,174,043 $520,679 =========== ================= ========= =========== ================= ============== FUND INFORMATION -------------------------------------------------------------------------------------------------- Spectrum Stable Equity New Science & Spectrum Income Value Income Horizons Technology Growth Fund Fund Fund Fund Fund Fund ------------- ----------------- -------------- ----------------- ------------- -------------- ASSETS Cash and equivalents $ - $ - $ - $ - $ - $ - Investments: Amax Gold Inc. common stock - - - - - - Mutual funds 900,304 4,758,224 794,564 2,066,989 184,551 232,901 Participant loans - - - - - - Receivables: Interest 242 754 107 192 75 22 Participant contributions and loan repayments 8,126 21,989 9,940 15,029 7,998 5,532 Employer contributions - - - - - - ------------- ----------------- -------------- ----------------- ------------- -------------- Total assets 908,672 4,780,967 804,611 2,082,210 192,624 238,455 ------------- ----------------- -------------- ----------------- ------------- -------------- LIABILITIES - - - - - - Excess contributions refundable to participants 378 4,949 641 2,430 287 42 ------------- ----------------- -------------- ----------------- ------------- -------------- Net assets available for benefits $908,294 $4,776,018 $803,970 $2,079,780 $192,337 $238,413 ============= ================= ============== ================= ============= ============== The accompanying notes are an integral part of these statements. The accompanying notes are an integral part of these statements. THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION YEAR ENDED DECEMBER 31, 1997 FUND INFORMATION ------------------------------------------------------------------------------------------------- Common Partici- Prime Equity Spectrum Stock pant Reserve Index International Income Total Fund Loans Fund Fund Stock Fund Fund ------------ -------------- --------------- --------- ----------- -------------- ---------- Investment Income: Interest and dividends $ 624,864 $ - $ - $ 3,792 $ 73,161 $ 27,118 $ 64,673 Net realized gain (loss) on investments 130,395 (46,314) - - 215,954 11,425 7,527 Net change in unrealized appreciation/depreciation in fair value of investments (530,721) (1,320,504) - - 548,738 (26,778) 26,497 Employer contributions 612,188 612,188 - - - - - Participant contributions and loan repayments 1,341,161 146,782 (194,688) 65,760 242,237 113,056 102,946 Transfers between Plan funds and loans - 121,906 209,423 (28,316) 6,840 (81,773) 14,456 Employee withdrawals (2,128,411) (319,612) (88,949) (18,767) (407,994) (49,562) (131,750) ----------- ----------- -------------- -------- ---------- -------- --------- Net increase (decrease) 49,476 (805,554) (74,214) 22,469 678,936 (6,514) 84,349 Net assets available for benefits: Beginning of year 14,122,230 1,787,486 488,148 59,837 2,495,107 527,193 823,945 ----------- ----------- -------------- -------- ---------- -------- --------- End of year $14,171,706 $ 981,932 $ 413,934 $ 82,306 $3,174,043 $520,679 $ 908,294 =========== =========== ============== ======== ========== ======== ========= FUND INFORMATION ------------------------------------------------------------- Stable Equity New Science & Spectrum Value Income Horizons Technology Growth Fund Fund Fund Fund Fund ------------ --------- ----------- ----------- ---------- Investment Income: Interest and dividends $ 287,101 $ 76,863 $ 51,012 $ 17,543 $ 23,601 Net realized gain (loss) on investments - 6,368 (58,682) (11,143) 5,260 Net change in unrealized appreciation/depreciation in fair value of investments - 76,689 171,083 (11,848) 5,402 Employer contributions - - - - - Participant contributions and loan repayments 349,837 115,509 253,850 93,617 52,255 Transfers between Plan funds and loans (37,060) 246,395 (474,712) (53,218) 76,059 Employee withdrawals (766,345) (47,923) (255,485) (37,382) (4,642) ---------- -------- ---------- -------- -------- Net increase (decrease) (166,467) 473,901 (312,934) (2,431) 157,935 Net assets available for benefits: Beginning of year 4,942,485 330,069 2,392,714 194,768 80,478 ---------- -------- ---------- -------- -------- End of year $4,776,018 $803,970 $2,079,780 $192,337 $238,413 ========== ======== ========== ======== ======== The accompanying notes are an integral part of these statements. THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF THE PLAN The following description of the Thrift Plan for Employees of Amax Gold Inc. and Its Subsidiaries (the "Plan") provides only general information. Refer to the Plan document for a more complete description of the Plan's provisions. GENERAL The Plan is a defined contribution plan maintained by Amax Gold Inc. and Its Subsidiaries ("Amax Gold" or the "Company") for salaried employees ("Eligible Employees" or "Participants"). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). MERGER Effective June 1, 1998, Amax Gold merged with Kinross Gold Corporation of Toronto, Ontario, Canada. Amax Gold shareholders received .8004 shares of Kinross common stock for each share of Amax Gold common stock held at the merger date. All shares of Amax Gold common stock held in the Plan were converted into Kinross common stock. Various options are currently being considered relating to the Plan; however, no decisions have been made regarding the future of the Plan. ADMINISTRATION Prior to the merger, the Plan was administered by the Benefits Committee, comprised of five Amax Gold officers. During 1997, Plan administrative expenses were paid by Amax Gold. ENROLLMENT Eligible employees can enroll in the Plan at any time. CONTRIBUTIONS Participants may make contributions of up to 16 percent of basic compensation. In 1997, Amax Gold contributed an amount equal to 60 percent of the first eight percent of each Participant's contribution versus 75 percent of the first six percent in 1996, which is invested 100 percent in Amax Gold common stock. Participant rollover contributions are permitted at the discretion of the Committee provided all legal requirements are satisfied. VESTING Participants are immediately vested in their employee contributions and the earnings attributable to those contributions. All Participants are immediately 100 percent vested in the employer contributions to the Plan and the earnings attributable to those contributions. LOANS Participants may borrow from their Plan accounts. Loans are in the form of cash and may not exceed 50 percent of a Participant's vested account balance or $50,000, reduced by the Participant's highest loan balance in the preceding twelve months. Participants are charged a reasonable rate of interest on outstanding loans as determined by the Benefits Committee. In general, loan terms may not exceed five years. THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS Loan repayments are made through regular payroll deductions. A Participant may prepay all of the outstanding loan balance; however, partial prepayments are not allowed. DISTRIBUTIONS Participants may withdraw all or a portion of vested contributions subject to certain conditions as specified in the Plan document. PARTICIPANT'S TAX STATUS Participant contributions to the Plan may be deferred, at the election of the Participant, for federal income tax purposes, subject to certain limitations. Employer contributions and all earnings under the Plan are deferred for federal income tax purposes. The amounts deferred under the Plan may become subject to federal income tax when withdrawn. Participants may also choose to make after- tax contributions to the Plan. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The financial statements of the Plan are presented on the accrual basis. VALUATION OF ASSETS Amax Gold common stock is valued at fair market value based on the quoted market price. Investments in mutual funds are valued at net asset value as determined by the Trustee, based on the quoted market prices of the underlying investments. Participant loans are valued at principal amount, which approximates fair market value. Transfers of assets into the Plan are made at fair market value. The cost of investments sold or transferred is determined on a Participant level by the average cost method. Assets transferred out of the Plan are reported at market value with the difference between cost and market reported as realized gains or losses. 3. INVESTMENTS INVESTMENT OPTIONS T. Rowe Price is the recordkeeper and Trustee of the Plan. Participants may elect to invest their contributions to the Plan in Amax Gold common stock or the following T. Rowe Price funds: a money market fund (Prime Reserve Fund); a bond fund (Spectrum Income Fund); a portfolio of guaranteed investment contracts, bank investment contracts and structured investment contracts (Stable Value Fund); and six equity funds (Equity Index Fund, International Stock Fund, Equity Income Fund, New Horizons Fund, Science and Technology Fund and Spectrum Growth Fund). THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS As of December 31, 1997, the number of Participants who held assets in the various investment options were as follows: 424 in Amax Gold common stock, 48 in the Prime Reserve Fund, 187 in the Equity Index Fund, 184 in the Stable Value Fund, 116 in the International Stock Fund, 140 in the Spectrum Income Fund, 102 in the Equity Income Fund, 200 in the New Horizons Fund, 91 in the Science and Technology Fund and 57 in the Spectrum Growth Fund. INVESTMENTS HELD Investments held by the Trustee as of December 31, 1997 and 1996, consisted of the following: Cost Fair Value ----------- ----------- December 31, 1997: Amax Gold Inc. common stock held in Common Stock Fund (399,868 shares)/(a)/ $ 2,253,824 $ 924,695 Participant loans 412,892 412,892 Prime Reserve Fund (76,816 units) 76,816 76,816 Equity Index Fund (119,727 units)/(a)/ 1,884,680 3,158,392 International Stock Fund (38,185 units) 490,856 512,446 Spectrum Income Fund (77,213 units)/(a)/ 836,203 900,304 Stable Value Fund (4,758,224 units)/(a)/ 4,758,224 4,758,224 Equity Income Fund (30,478 units) 712,346 794,564 New Horizons Fund (88,712 units)/(a)/ 2,054,951 2,066,989 Science and Technology Fund (6,770 units) 208,632 184,551 Spectrum Growth Fund (14,620 units) 226,364 232,901 ----------- ----------- $13,915,788 $14,022,774 =========== =========== December 31, 1996: Amax Gold Inc. common stock held in Common Stock Fund (270,929 shares)/(a)/ $ 1,735,807 $ 1,727,170 Participant loans 502,460 502,460 Prime Reserve Fund (55,828 units) 55,828 55,828 Equity Index Fund (121,841 units)/(a)/ 1,753,168 2,478,242 International Stock Fund (37,606 units) 470,300 518,963 Spectrum Income Fund (72,921 units)/(a)/ 779,079 816,710 Stable Value Fund (4,913,643 units)/(a)/ 4,913,643 4,913,643 Equity Income Fund (14,318 units) 316,912 322,738 New Horizons Fund (108,828 units)/(a)/ 2,527,229 2,369,179 Science and Technology Fund (6,425 units) 203,144 190,897 Spectrum Growth Fund (5,193 units) 77,443 78,572 ----------- ----------- $13,335,013 $13,974,402 =========== =========== /(a)/ Individual investments representing 5 percent or more of net assets available for benefits as of December 31, 1997 or 1996. 4. NET REALIZED GAINS (LOSSES) ON INVESTMENTS Net realized gains (losses) from investment transactions for the year ended December 31, 1997, were as follows: THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS Common Equity International Stock Fund Index Fund Stock Fund ------------ ------------ -------------- 1997 Proceeds $421,080 $658,852 $166,805 Cost 467,394 442,898 155,380 -------- -------- ------------- Net gain (loss) $(46,314) $215,954 $ 11,425 ======== ======== ============= Spectrum Equity New Income Fund Income Fund Horizons Fund ----------- ----------- ------------- 1997 Proceeds $160,561 $121,237 $878,755 Cost 153,034 114,869 937,437 -------- -------- ------------- Net gain (loss) $ 7,527 $ 6,368 $(58,682) ======== ======== ============= Science and Spectrum Technology Fund Growth Fund --------------- ----------- 1997 Proceeds $117,454 $ 52,848 Cost 128,597 47,589 -------- -------- Net gain (loss) $(11,143) $ 5,259 ======== ======== 5. UNREALIZED APPRECIATION/DEPRECIATION OF INVESTMENTS Net unrealized appreciation/depreciation of investments amounted to $108,668 and $639,389 at December 31, 1997 and 1996, respectively. The change in net unrealized appreciation/depreciation resulted in a Plan loss of $530,721 in 1997. 6. TAX STATUS Amax Gold received a favorable determination letter dated September 10, 1996 from the Internal Revenue Service as to the qualified status of the Plan. Management of the Company is of the opinion that the Plan continues to fulfill the requirements of a qualified plan and that the trust which forms a part of the Plan is not subject to tax. Accordingly, no provision for federal or state income taxes has been provided. 7. PLAN AMENDMENTS During 1996, the Company amended the Plan document to make certain changes required by the Internal Revenue Service for its favorable determination letter. Effective January 1, 1997, the Plan was amended to increase the maximum amount of Participant's contributions which are matched from six percent to eight percent. The total Participant contribution allowed remains at 16 percent of basic compensation. In addition, effective January 1, 1997, the Plan was amended to decrease the Company contribution to 50 percent of the first eight percent of the Participant's contribution from 75 percent of the first six percent. The Company may, at its sole discretion, contribute additional amounts. THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS 8. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500 Gains (losses) on the sale of investments as reported in the statement of changes in net assets available for benefits with Fund Information have been determined on a participant level using the average cost method. For purposes of the Department of Labor's Form 5500, gains (losses) on such sales have been calculated based upon the market value at the beginning of the Plan year in accordance with the requirements of the Form 5500. In addition, in accordance with guidance issued by the American Institute of Certified Public Accountants, the Plan does not recognize as a liability amounts elected to be withdrawn but not yet distributed as of year end. However, such amounts must be included on the Form 5500. As of December 31, 1997 and 1996 there were no benefits payable due to timing of the distributions by the Trustee. Schedule I THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES ASSETS HELD FOR INVESTMENT DECEMBER 31, 1997 Party in Description Historical Current Interest Issuer of Investment Cost Value - -------- ------ ------------- ---------- ------- Yes Amax Gold Inc. Amax Gold Inc. $2,253,824 $ 924,695 Common Stock No par value (399,868 shares) Yes T. Rowe Price Prime Reserve Fund 76,816 76,816 (76,816 units) Yes T. Rowe Price Equity Index Fund 1,884,680 3,158,392 (119,729 units) Yes T. Rowe Price International Stock 490,856 512,446 Fund (38,185 units) Yes T. Rowe Price Spectrum Income 836,203 900,304 Fund (77,213 units) Yes T. Rowe Price Stable Value Fund 4,758,224 4,758,224 (4,758,224 units) Yes T. Rowe Price Equity Income Fund 712,346 794,564 (30,478 units) Yes T. Rowe Price New Horizons Fund 2,054,951 2,066,989 (88,712 units) Yes T. Rowe Price Science and Technology 208,632 184,551 Fund (6,770 units) Yes T. Rowe Price Spectrum Growth Fund 226,364 232,901 (14,620 units) Yes Participant Loans Interest rate 412,892 412,892 7.0% - 11.5% Schedule II THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES SCHEDULE OF REPORTABLE TRANSACTIONS/(A)/ YEAR ENDED DECEMBER 31, 1997 Current Value Total Total Total of Asset on Party in Description Number of Number Purchase Selling Cost of Transaction Net Gain (Loss) Interest Issuer of Assets Purchases Of Sales Price Price Asset Date on Sales - -------- ------------- ----------------- --------- -------- ---------- ---------- ----------- ----------- --------------- Yes Amax Gold Inc. Common Stock 44 - $ 970,660 $ - $ 970,660 $ 970,660 $ - Yes Amax Gold Inc. Common Stock - 65 - 406,329 452,617 406,329 (46,288) Yes T. Rowe Price Stable Value Fund 34 - 902,096 - 902,096 902,096 - Yes T. Rowe Price Stable Value Fund - 56 - 1,057,515 1,057,515 1,057,515 Yes T. Rowe Price New Horizons Fund 45 - 437,447 - 437,447 437,447 - Yes T. Rowe Price New Horizons Fund - 53 - 851,043 909,721 851,043 (58,678) Yes T. Rowe Price Equity Index Fund 43 - 507,192 - 507,192 507,192 - Yes T. Rowe Price Equity Index Fund - 37 - 591,635 385,538 591,635 206,097 /(a)/ Transactions or series of transactions in excess of 5 percent of the current value of the Plan's assets as of January 1, 1997 as defined in Section 2520.103-6 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA. 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. THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES By /s/ Shelley M. Riley ---------------------------- Shelley M. Riley Corporate Secretary Amax Gold Inc. Dated: June 29, 1998