================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM 10-K/A-1
[MARK ONE]
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 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 1-10040
-----------------------
CYPRUS AMAX MINERALS COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 36-2684040
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9100 EAST MINERAL CIRCLE
ENGLEWOOD, COLORADO 80112
(Address of principal (Zip Code)
executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 303-643-5000
----------------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
COMMON STOCK, WITHOUT PAR VALUE NEW YORK STOCK EXCHANGE
PREFERRED SHARE PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
9 7/8% NOTES DUE JUNE 13, 2001 NEW YORK STOCK EXCHANGE
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 _______.
------
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
Aggregate market value of voting stock held by non-affiliates, based on a
closing price of $16 7/8 as of March 24, 1998, was approximately $1,563,500,000.
Number of shares of common stock outstanding as of March 24, 1998, was
93,606,833.
DOCUMENTS INCORPORATED BY REFERENCE
1997 Annual Report to Shareholders (Parts I, II, and IV).
Proxy Statement for the 1998 Annual Meeting to be filed within 120 days after
the fiscal year (Part III).
================================================================================
PART IV
=======
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following financial statements are filed as part of this Report:
1. Financial Statements included in the 1997 Annual Report and
incorporated by reference:
Pages in 1997
Annual Report
-------------
Report of Independent Accountants..................................... 17
Consolidated Statement of Operations for each of the three years in
the period ended December 31, 1997................................... 29
Consolidated Balance Sheet at December 31, 1997 and 1996.............. 30
Consolidated Statement of Cash Flows for each of the three years
in the period ended December 31, 1997................................ 31
Consolidated Statement of Shareholders' Equity for each of the three
years in the period ended December 31, 1997.......................... 32
Notes to Consolidated Financial Statements............................ 33-49
2. Financial Statement Schedule:
Pages in This
Form 10-k
-------------
Report of Independent Accountants on Financial Statement
Schedule............................................................. 38
For the three years in the period ended December 31, 1997:
Schedule II - Valuation and Qualifying Accounts and
Reserves............................................................. 39
Schedules not included in this Form 10-K have been omitted because they are
not applicable or the required information is shown in the financial statements
in the 1997 Annual Report or notes thereto. Separate financial statements of 50
percent or less owned companies accounted for by the equity method have been
omitted because the registrant's proportionate share of the income from
continuing operations before income taxes is less than 20 percent of the
respective consolidated amount, and the investment in and advances to each
company is less than 20 percent of consolidated total assets.
2
3. The following exhibits are filed with this Annual Report on Form 10-K.
The exhibit numbers correspond to the numbers assigned in Item 601 of
Regulation S-K.
EXHIBIT
NUMBER DOCUMENT
------ --------
2 Agreement and Plan of Reorganization and Merger between Cyprus Minerals
Company and AMAX Inc., incorporated by reference from Exhibit 1 to the
Report on Form 8-K dated May 27, 1993.
3 (a) Restated Certificate of Incorporation.
(b) By-Laws, as amended through the date of signing of this Annual
Report on Form 10-K, incorporated by reference from Exhibit 3(b) to
the Annual Report on Form 10-K for the period ended December 31,
1991, and from Exhibit 3.2 to the Report on Form 8-K dated November
30, 1993.
4 (a) Form of Indenture between Cyprus Minerals Company and United States
Trust Company, as Trustee (including form of the Notes), relating
to the 10 1/8% Notes due 2002, incorporated by reference from
Exhibit 4(a) to the Registration Statement on Form S-3,
File No. 33-33869.
(b) Form of Indenture between Cyprus Minerals Company and Ameritrust
Texas National Association, as Trustee (including form of the
Debentures), relating to the 8 3/8% Debentures due 2023 and 6 5/8%
Notes due 2005, incorporated by reference from Exhibit 4.1 to the
Report on Form 8-K dated January 28, 1993, and Exhibit 4.2 to the
Report on Form 8-K dated October 21, 1993.
(c) Form of Indenture between Cyprus Amax Minerals Company and the
First Bank of Chicago, as Trustee (including form of the Notes),
relating to the 7 3/8% Notes due 2007 incorporated by reference
from the Registration Statement on Form S-3, File 33-54097.
(d) Rights Agreement between The Chase Manhattan Bank, N.A. and Cyprus
Minerals Company, dated February 23, 1989, as amended through the
date of signing of this Annual Report on Form 10-K, incorporated by
reference from Exhibit 2 to the Report on Form 8-K dated January
29, 1990; Exhibit 4 to the Report on Form 8-K dated January 29,
1990; Exhibit 1 to the Report on Form 8-K dated June 29, 1993;
Exhibit 8 to the Report on Form 8-K dated December 14, 1995;
Exhibit 9 to the Report on Form 8-A/A dated March 6, 1997; and
Exhibit 10 to the Report on Form 8-K dated April 8, 1997.
3
EXHIBIT
NUMBER DOCUMENT
------ --------
(e) Certificate of Adjustment dated as of January 22, 1990,
incorporated by reference from Exhibit 3 to the Report on Form 8-K
dated January 29, 1990.
(f) Certificate of Designations of Series A Junior Participating
Preferred Stock, incorporated by reference from Exhibit 3(a) to the
Annual Report on Form 10-K for the period ended December 31, 1988,
and from Exhibit 7 to the Report on Form 8-A/A dated June 29, 1993.
(g) Certain instruments with respect to long-term debt of the
Registrant have not been filed as Exhibits to this Report since the
total amount of securities authorized under any such instrument
does not exceed 10% of the total assets of the Registrant and its
subsidiaries on a consolidated basis. The Registrant agrees to
furnish a copy of each such instrument to the Securities and
Exchange Commission upon request.
10 Material Contracts (except for director and executive contracts and
compensatory plans and arrangements, includes only those contracts
filed with this Annual Report on Form 10-K and does not include other
contracts which previously have been filed by the registrant and which
either remain to be performed in whole or in part at or after the
filing of this Annual Report on Form 10-K, or were entered into not
more than two years before the date of this Annual Report on Form 10-
K).
(a) Cyprus Amax Minerals Company Supplemental Executive Retirement
Plan.
(b) Management Incentive Program of Cyprus Amax Minerals Company.
(c) Merger Agreement, dated February 9, 1998, by and among Kinross Gold
Corporation, Kinross Merger Corporation, and Amax Gold, Inc.,
incorporated by reference to Exhibit 10.25 to Amax Gold Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1997.
(d) Stockholder Agreement, dated as of February 9, 1998, by and among
Kinross Gold Corporation, Kinross Merger Corporation, Cyprus Amax
Minerals Company, Amax Energy Inc., Cyprus Gold Company, and Amax
Gold Inc., incorporated by reference to Amendment No. 17 to
Statement on Schedule 13D with respect to the common stock of Amax
Gold Inc.
(e) Investor Agreement, dated as of February 9, 1998, by and between
Kinross Gold Corporation and Cyprus Amax Minerals Company,
incorporated by reference to Amendment No. 17 to Statement on
Schedule 13D with respect to the common stock of Amax Gold Inc.
4
EXHIBIT
NUMBER DOCUMENT
------ --------
(f) Amended and Restated Stock Plan for Non-Employee Directors of
Cyprus Amax Minerals Company, as amended through the date of
signing of the Annual Report on Form 10-K, incorporated by
reference to Exhibit 28 to the Report on Form 10-Q for the quarter
ended September 30, 1992, and including the additional amendments
incorporated by reference from Exhibit 10(a) to the Annual Report
on Form 10-K for the period ended December 31, 1996.
(g) Annual Incentive Plan for Executive Officers and Designated
Management, incorporated by reference from Exhibit 10(b) to the
Annual Report on Form 10-K for the period ended December 31, 1996.
(h) Amended and Restated Employment Agreement between Cyprus Amax
Minerals Company and Milton H. Ward, incorporated by reference from
Exhibit 10(a) to the Annual Report on Form 10-K for the period
ended December 31, 1995.
(i) Cyprus Amax Minerals Company Executive Officer Separation Policy,
as amended through the date of signing of the Annual Report on Form
10-K; incorporated by reference from Exhibit 10(m) to the Annual
Report on Form 10-K for the period ended December 31, 1993, and
Exhibit 10(b) to the Annual Report on Form 10-K for the period
ended December 31, 1995.
(j) Contracts regarding employment between Cyprus Minerals Company and
certain executive officers, incorporated by reference from Exhibit
10(i) to the Annual Report on Form 10-K for the period ended
December 31, 1993, and Exhibit 10(c) to the Annual Report on Form
10-K for the period ended December 31, 1995.
(k) 1993 Key Executive Long-term Incentive Plan between Cyprus Minerals
Company and certain executive officers, incorporated by reference
from Exhibit 10(d) to the Annual Report on Form 10-K for the period
ended December 31, 1995.
(l) Deferred Compensation Plan for Selected Employees of Cyprus Amax
Minerals Company, incorporated by reference from Exhibit 10(i) to
the Annual Report on Form 10-K for the period ended December 31,
1994.
5
EXHIBIT
NUMBER DOCUMENT
------ --------
(m) Deferred Compensation Plan for Non-Employee Directors of Cyprus
Amax Minerals Company, incorporated by reference from Exhibit 10(c)
to the Annual Report on Form 10-K for the period ended December 31,
1994.
(n) Full Retirement Benefit Plan for Certain Salaried Employees, as
amended through the date of signing of the Annual Report on
Form 10-K, incorporated by reference from Exhibit 10(c) to the
Annual Report on Form 10-K for the period ended December 31, 1988;
Exhibit 10(c) to the Annual Report on Form 10-K for the period
ended December 31, 1989; Exhibit 10(b) to the Annual Report on Form
10-K for the period ended December 31, 1990; and Exhibit 10(b) to
the Annual report on Form 10-K for the period ended December 31,
1992; and Exhibit 10(d) to the Annual Report on Form 10-K for the
period ended December 31, 1994.
(o) Excess Defined Contribution Plan, as restated through the date of
signing of this Annual Report on Form 10-K, incorporated by
reference from Exhibit 10(f) to the Annual Report on Form 10-K for
the period ended December 31, 1994.
(p) Amended and Restated 1988 Stock Option Plan of Cyprus Amax Minerals
Company, incorporated by reference to Exhibit 99 to the
Registration Statement on Form S-8 dated November 12, 1993.
(q) Change of Control Employment Agreements between Cyprus Amax
Minerals Company and certain executive officers, incorporated by
reference from Exhibit 10(j) to the Annual Report on Form 10-K for
the period ended December 31, 1993.
(r) Cyprus Minerals Company Nonqualified Retirement Plan for Non-
Employee Directors, incorporated by reference from Exhibit 10(c) to
the Annual Report on Form 10-K for the period ended December 31,
1990.
11 Statement re computation of per share earnings.
13 1997 Annual Report to Shareholders.
21 Subsidiaries of the Registrant.
23 Consent of Price Waterhouse LLP.
6
EXHIBIT
NUMBER DOCUMENT
------ --------
27 Financial Data Schedule.
99 Financial Statements comprising the Annual Report of the Cyprus Amax
Minerals Company Savings Plan and Trust.*
- ------------
* To be filed by amendment within 180 days of the plan's fiscal year end, in
accordance with Rule 15d-21.
(b) The following 8-Ks were filed during the last quarter of the period
covered by this Report on Form 10-K:
No report on Form 8-K was filed during the last quarter of the period
covered by this Report on Form 10-K.
7
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
CYPRUS AMAX MINERALS COMPANY
(REGISTRANT)
By /s/ John Taraba
------------------------------
JOHN TARABA
Vice President and Controller
DATE: JUNE 24, 1998
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE PLAN
ADMINISTRATOR HAS DULY CAUSED THIS ANNUAL REPORT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
CYPRUS AMAX MINERALS COMPANY
SAVINGS PLAN & TRUST ADMINISTRATOR
By /s/ Philip C. Wolf
------------------------------
PHILIP C. WOLF, CHAIRMAN
By /s/ Chris L. Crowl
------------------------------
CHRIS L. CROWL, MEMBER
By /s/ Farokh S. Hakimi
------------------------------
FAROKH S. HAKIMI, MEMBER
8
CYPRUS AMAX MINERALS COMPANY
----------------------------
THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
-----------------------------------------
FINANCIAL STATEMENTS
--------------------
DECEMBER 31, 1997 AND 1996
--------------------------
REPORT OF INDEPENDENT ACCOUNTANTS
June 24, 1998
To the Participants and Administrator of the
Cyprus Amax Minerals Company Thrift Plan for Bargaining Unit Employees
In our opinion, the accompanying statements of net assets available for benefits
with Fund Information and the related statements 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 Cyprus Amax Minerals
Company Thrift Plan for Bargaining Unit Employees ("the Plan") at December 31,
1997 and 1996, and the changes in 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, II, and III 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 statement 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 plan benefits and changes in net assets available for benefits of each fund.
Schedules I, II, and III and the Fund Information have been subjected to the
auditing procedures applied in the audit 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, CO
F-2
CYPRUS AMAX MINERALS COMPANY THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
----------------------------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
--------------------------------------------------------------------
DECEMBER 31, 1997
-----------------
- -----------------------------------------------------------------------------------------------------------
FUND INFORMATION
---------------------------------------------------------------------------
Common Prime Equity International
Total Stock Participant Reserve Index Stock
Fund Loans Fund Fund Fund
- -----------------------------------------------------------------------------------------------------------
Assets
- ------
Investments
Common Stock
Cyprus Amax Minerals $ 401,290 $401,290 $ - $ - $ - $ -
Company 2,512,008 - - 21,343 860,836 72,374
Mutual Funds 295,788 - 295,788 - - -
Participant Loans
Receivables
Employer contributions 6,867 6,867 - - - -
Participant contributions and
loan repayments 24,734 315 (8,443) 1,509 8,606 1,091
-------------------------------------------------------------------------
Net assets available for
benefits $3,240,687 $408,472 $ 287,345 $22,852 $869,442 $ 73,465
=========================================================================
- -----------------------------------------------------------------------------------------------------------
FUND INFORMATION
------------------------------------------------------------------------------------
Spectrum Stable New Science Equity Spectrum
Income Value Horizons & Technology Income Growth
Fund Fund Fund Fund Fund Fund
- -----------------------------------------------------------------------------------------------------------
Assets
- ------
Investments
Common Stock
Cyprus Amax Minerals $ - $ - $ - $ - $ - $ -
Company 13,519 961,397 169,964 94,178 292,200 26,197
Mutual Funds - - - - - -
Participant Loans
Receivables
Employer contributions - - - - - -
Participant contributions and
loan repayments 126 14,143 1,783 2,066 3,137 401
--------------------------------------------------------------
Net assets available for
benefits $13,645 $975,540 $171,747 $96,244 $295,337 $26,598
==============================================================
The accompanying notes are an integral part of these financial statements.
- --------------------------------------------------------------------------------
F-3
CYPRUS AMAX MINERALS COMPANY THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
----------------------------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
--------------------------------------------------------------------
DECEMBER 31, 1996
-----------------
- -------------------------------------------------------------------------------------------------------------------
FUND INFORMATION
------------------------------------------------------------------------------
Total Common Participant Prime Equity International Spectrum Stable
Stock Loans Reserve Index Stock Income Value
Fund Fund Fund Fund Fund Fund
- -------------------------------------------------------------------------------------------------------------------
Assets
- ------
Investments
Common Stock
Cyprus Amax Minerals $ 600,725 $600,725 $ - $ - $ - $ - $ - $ -
Mutual Funds 1,971,823 - - 11,220 539,242 59,980 11,373 1,021,396
Participant Loans 247,983 - 247,983 - - - - -
Receivables
Employer contributions 6,672 6,672 - - - - - -
Participant
contributions and
loan repayments 22,205 277 (18,443) 312 5,985 757 649 29,056
------------------------------------------------------------------------------------------
Net assets available for
benefits $2,849,408 $607,674 $229,540 $ $11,532 $545,227 $ 60,737 $ 12,022 $1,050,452
==========================================================================================
- --------------------------------------------------------------------
FUND INFORMATION
-----------------------------------------
New Science Equity Spectrum
Horizons & Technology Income Growth
Fund Fund Fund Fund
- --------------------------------------------------------------------
Assets
- ------
Investments
Common Stock
Cyprus Amax Minerals $ - $ - $ - $ -
Mutual Funds 130,372 51,469 128,106 18,665
Participant Loans - - - -
Receivables
Employer contributions - - - -
Participant
contributions and
loan repayments 1,628 575 1,226 183
-----------------------------------------
Net assets available for
benefits $132,000 $52,044 $129,332 $18,848
=========================================
The accompanying notes are an integral part of these financial statements.
- --------------------------------------------------------------------
F-4
CYPRUS AMAX MINERALS COMPANY THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
----------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
- -------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1997
----------------------------
- ------------------------------------------------------------------------------------------------
FUND INFORMATION
----------------------------------------------------------
Common Prime Equity Int'l Spectrum
Total Stock Participant Reserve Index Stock Income
Fund Loans Fund Fund Fund Fund
- ------------------------------------------------------------------------------------------------
Investment Income
Interest and dividends $146,697 $ 20,578 $ - $ 849 $ 17,400 $ 4,067 $ 1,092
Net realized gain/(loss)
on investments 17,981 (3,218) - - 21,298 626 278
Net change in unrealized
appreciation/(depreciation)
in fair value of
Investments (39,588) (204,474) - - 144,936 (3,691) 379
Employer contributions 82,200 82,200 - - - - -
Participant contributions
and loan repayments 283,292 4,696 (114,051) 9,765 88,304 11,428 3,616
Transfers between Plan
funds and loans - (87,223) 171,856 (889) 68,474 1,019 (2,108)
Forfeitures - (1,595) - 1,595 - - -
Employee withdrawals (99,303) (10,166) - - (16,197) (721) (1,634)
-----------------------------------------------------------------
Net increase (decrease) 391,279 (199,202) 57,805 11,320 324,215 12,728 1,623
Net assets available for
benefits:
Beginning of year 2,849,408 607,674 229,540 11,532 545,227 60,737 12,022
================================================================
End of year $3,240,687 $408,472 $287,345 $22,852 $869,442 $73,465 $13,645
================================================================
- ----------------------------------------------------------------------------------------------
FUND INFORMATION
--------------------------------------------------------------
Stable New Science & Equity Spectrum
Value Horizons Technology Income Growth
Fund Fund Fund Fund Fund
- --------------------------------------------------------------------------------------------------
Investment Income
Interest and dividends $ 60,597 $ 4,125 $ 8,945 $ 26,389 $ 2,655
Net realized gain/(loss)
on investments - (312) (2,204) 1,495 18
Net change in unrealized
appreciation/(depreciation)
in fair value of
Investments - 10,741 (11,721) 23,471 771
Employer contributions - - - - -
Participant contributions
and loan repayments 212,558 21,119 14,384 27,567 3,906
Transfers between Plan
funds and loans (285,241) 5,501 34,796 92,804 1,011
Forfeitures - - - - -
Employee withdrawals (62,826) (1,427) - (5,721) (611)
-------------------------------------------------------------
Net increase (decrease) (74,912) 39,747 44,200 166,005 7,750
Net assets available for
benefits:
Beginning of year 1,050,452 132,000 52,044 129,332 18,848
-------------------------------------------------------------
End of year $ 975,540 $171,747 $96,244 $295,337 $26,598
============================================================
The accompanying notes are an integral part of these financial statements.
- -----------------------------------------------------------------------------
F-5
CYPRUS AMAX MINERALS COMPANY
----------------------------
THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
-----------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1 - DESCRIPTION OF THE PLAN
- --------------------------------
The following description of the Cyprus Amax Minerals Company Thrift Plan for
Bargaining Unit Employees (the "Plan" or the "Bargaining Plan") provides only
general information. Refer to the Plan document for a more complete description
of the Plan's provisions.
General
- -------
The Plan was established by AMAX Inc. ("AMAX") in 1965 for the benefit of
certain collective bargaining unit hourly employees of AMAX, its divisions and
its participating subsidiaries, who have completed one year of service and have
attained the age of 18 ("Eligible Employees" or "Participants"). Cyprus
Minerals Company ("Cyprus") and AMAX merged in November 1993, forming Cyprus
Amax Minerals Company ("Cyprus Amax" or the "Company"). Following the merger
the name of the Bargaining Plan was changed to the Cyprus Amax Minerals Company
Thrift Plan for Bargaining Unit Employees. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974, as amended
("ERISA").
Administration
- --------------
The Plan is administered by the Cyprus Amax Minerals Company Benefits Committee
(the "Plan Administrator"), a committee appointed by Cyprus Amax's Board of
Directors. During 1997, Plan administrative expenses were paid by Cyprus Amax.
Enrollment
- ----------
Eligible Employees can enroll in the Plan during any month of the year.
Contributions
- -------------
Participants may contribute a basic amount of 1% to 6% of compensation to the
Plan. These basic contributions are made on an after-tax basis, a tax-deferred
basis, or a combination of the two. Participants making basic contributions of
6% of compensation may make unmatched supplemental contributions up to an
additional 10% of compensation. The Company contributes an amount to the Common
Stock Fund equal to 50% of each participant's basic contribution.
Participant rollover contributions are permitted provided all Plan and legal
requirements are satisfied.
Vesting
- -------
Participants are immediately vested in their employee contributions, the
earnings attributable to those contributions, and the earnings attributable to
employer contributions. Participants are vested with respect to employer
matching contributions to the Plan at a rate of 25% after two years of service,
50% after three years of service, 75% after four years of service, and 100%
after five years of service. Participants also become fully vested in employer
contributions upon their death, attainment of age 65, retirement, total and
permanent disability, permanent layoff, change in control, and/or Plan
termination.
F-6
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
-----------------------------
Forfeitures
- -----------
Participants who terminate employment before becoming fully vested forfeit the
non-vested portion of their Company match.
Loans
- -----
Participants may borrow from their Plan accounts. Loans are paid in the form of
cash and may not exceed a Participant's vested account balance within specified
legal limits. Loan interest rates are based on prime rate plus one percent as
determined on the first business day of the month preceding the month in which a
Participant's written loan request is received by the Plan Administrator. Loan
terms vary from a minimum of six months to a maximum of five years.
Loan repayments are made regularly through payroll deductions or, for
Participants not receiving a paycheck (e.g., on leave of absence), can be
delivered regularly to the Plan Administrator. A Participant may prepay a one-
time single sum of all of the outstanding loan balance.
Distributions
- -------------
Participants may withdraw all or a portion of vested contributions subject to
certain conditions as specified in the Plan document.
Participant 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.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
Basis of Accounting
- -------------------
The financial statements of the Plan are prepared on the accrual basis.
Valuation of Assets
- -------------------
Cyprus Amax stock is valued at fair market value based on the quoted market
price.
Participant loans are valued at principal amount, which approximates fair market
value.
The remaining investments are valued at net asset value based on quoted market
prices.
Transfers of assets into the Plan are made at fair market value. Assets
transferred out of the Plan are reported at market value with the difference
between cost and market reported as realized gains or losses.
F-7
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
-----------------------------
NOTE 3 - INVESTMENTS
- --------------------
Investment Options
- ------------------
Participants may elect to invest their contributions to the Plan in Cyprus Amax
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, New Horizons Fund, Science & Technology Fund, Equity
Income Fund, and Spectrum Growth Fund). All Company contributions are invested
in Cyprus Amax common stock.
As of December 31, 1997, the number of Participants who held assets in the
various investment options were as follows: 132 in Cyprus Amax common stock, 9
in the Prime Reserve Fund, 73 in the Equity Index Fund, 20 in the International
Stock Fund, 6 in the Spectrum Income Fund, 95 in the Stable Value Fund, 28 in
the New Horizons Fund, 22 in the Science & Technology Fund, 35 in the Equity
Income Fund, and 9 in the Spectrum Growth Fund.
Investments Held
- ----------------
Investments held by the trustee, T. Rowe Price, as of December 31, 1997 and
1996, consisted of the following:
Cost Fair Value
---------- ----------
December 31, 1997:
Cyprus Amax common stock held in
Common Stock Fund (26,100.181 shares)/(a)(b)/ $ 629,829 $401,290
Participant Loans 295,788 295,788
Prime Reserve Fund (21,343 units) 21,343 21,343
Equity Income Fund (11,208.289 units)/(b)/ 262,299 292,200
Spectrum Growth Fund (1,644.504 units) 25,869 26,197
Science & Technology Fund (3,454.820 units) 110,045 94,178
New Horizons Fund (7,294.575 units)/(b)/ 168,322 169,964
Equity Index Fund (32,632.157 units)/(b)/ 567,261 860,836
International Stock Fund (5,392.962 units) 70,946 72,374
Spectrum Income Fund (1,159.450 units) 12,923 13,519
Stable Value Fund (961,397 units)/(b)/ 961,397 961,397
---------- ==========
$3,126,022 $3,209,086
========== ==========
F-8
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
-----------------------------
Cost Fair Value
----------- ----------
December 31, 1996:
Cyprus Amax common stock held in
Common Stock Fund (25,562.779 shares)/(a)(b)/ $ 624,789 $ 600,725
Participant Loans 247,983 247,983
Prime Reserve Fund (11,220 units) 11,220 11,220
Equity Index Fund (26,511.373 units)/(b)/ 390,602 539,242
International Stock Fund (4,346.381 units) 54,862 59,980
Spectrum Income Fund (1,015.473 units) 11,157 11,373
Stable Value Fund (1,021,396 units)/(b)/ 1,021,396 1,021,396
New Horizons Fund (5,988.618 units)/(b)/ 139,471 130,372
Science & Technology Fund (1,732.391 units) 55,615 51,469
Equity Income Fund (5,683.505 units)/(b)/ 121,676 128,106
Spectrum Growth Fund (1,233.585 units) 19,108 18,665
---------- ----------
$2,697,879 $2,820,531
========== ==========
/(a)/ Investment pays dividends quarterly.
/(b)/ Individual investments representing 5% or more of net assets available
for benefits as of December 31, 1997 or 1996.
NOTE 4 - NET REALIZED GAINS (LOSSES) ON INVESTMENTS
- ---------------------------------------------------
Net realized gains (losses) from investment transactions for the year ended
December 31, 1997 were as follows:
Common Equity International Spectrum New
Stock Index Stock Income Horizons
Fund Fund Fund Fund Fund
----------- --------- ------------- -------- ----------
1997 Proceeds $119,207 $77,361 $28,836 $6,072 $9,612
Cost 122,425 56,063 28,210 5,794 9,924
----------- --------- ----------- --------- ----------
Net gain/(loss) $ (3,218) $21,298 $ 626 $ 278 $ (312)
=========== ========= =========== ========= ==========
Science & Equity Spectrum
Technology Income Growth
Fund Fund Fund
---------- ---------- ----------
1997 Proceeds $16,594 $ 20,786 $ 5,154
Cost 18,798 19,291 5,136
---------- ---------- ----------
Net gain/(loss) $(2,204) $ 1,495 $ 18
========== ========== ==========
The cost of investments sold or transferred is determined on a Participant level
by the average cost method.
F-9
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
-----------------------------
NOTE 5 - UNREALIZED APPRECIATION/(DEPRECIATION) OF INVESTMENTS
- --------------------------------------------------------------
Net unrealized appreciation/(depreciation) of investments amounted to $83,064
and $122,652 at December 31, 1997 and 1996, respectively. The change in net
unrealized appreciation/(depreciation) resulted in a Plan loss of $39,588 in
1997.
NOTE 6 - TAX STATUS
- -------------------
Cyprus Amax received a favorable determination letter dated September 11, 1995,
from the Internal Revenue Service as to the qualified status of the Plan. Since
the Plan continues to fulfill the requirements of a qualified plan, the Plan is
not subject to tax. Accordingly, no provision for federal or state income taxes
has been provided.
NOTE 7 - PLAN AMENDMENTS
- ------------------------
Cyprus Amax amended its Plan document as of January 1, 1997 to comply with IRS
Regulations regarding the transfer of assets from the Amax Inc. sponsored money
purchase pension plan, which was subsequently terminated and merged into the
Bargaining Plan. The amendment states that distributions prior to an employee's
retirement, death, disability, or severance from employment are not available
with respect to assets transferred to the Savings Plan from the Amax Inc. money
purchase pension plan.
NOTE 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 the Plan had
$74,838 benefits payable due to timing of the distributions by the Trustee. As
of December 31, 1996 there were no benefits payable due to timing of the
distributions by the Trustee.
F-10
SCHEDULE I
CYPRUS AMAX MINERALS COMPANY
----------------------------
THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
-----------------------------------------
ASSETS HELD FOR INVESTMENT
--------------------------
DECEMBER 31, 1997
-----------------
Party In Description Historical Current
Interest Issuer of Investment Cost Value
-------- ------ ------------- ---- -----
Yes Cyprus Amax Cyprus Amax Minerals
Minerals Company common stock
Company No par value $629,829 $401,290
Yes T. Rowe Price Prime Reserve Fund 21,343 21,343
Yes T. Rowe Price Equity Index Fund 567,261 860,836
Yes T. Rowe Price International Stock Fund 70,946 72,374
Yes T. Rowe Price Spectrum Income Fund 12,923 13,519
Yes T. Rowe Price Stable Value Fund 961,397 961,397
Yes T. Rowe Price New Horizons Fund 168,322 169,964
Yes T. Rowe Price Science & Technology Fund 110,045 94,178
Yes T. Rowe Price Equity Income Fund 262,299 292,200
Yes T. Rowe Price Spectrum Growth Fund 25,869 26,197
Yes Participant Loans Interest rate:
6.0% - 11.5%, with maturity 295,788 295,788
dates through 2002
F-11
SCHEDULE II
CYPRUS AMAX MINERALS COMPANY THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
----------------------------------------------------------------------
LOANS OR FIXED-INCOME OBLIGATIONS IN DEFAULT
--------------------------------------------
DECEMBER 31, 1997
-----------------
Amount Received Unpaid
Original During Balance
Party in Identity and Address Amount Reporting Year at End Amount Overdue
-------------- --------------
Interest of Obligor of loan Principal Interest of Year Detailed Description of Loan Principal Interest
- ---------- ------------------- -------- ------------------ ------- ---------------------------- ------------------
NONE
F-12
SCHEDULE III
CYPRUS AMAX MINERALS COMPANY THRIFT PLAN FOR BARGAINING UNIT EMPLOYEES
----------------------------------------------------------------------
SCHEDULE OF REPORTABLE TRANSACTIONS (a)
---------------------------------------
YEAR ENDED DECEMBER 31, 1997
----------------------------
Current
Value of
Total Total Total Asset on Net Gain/
Party in Description of Number of Number Purchase Selling Cost of Transaction (Loss) on
Interest Issuer Assets Purchases of Sales Price Price Asset Date Sales
-------- ------ -------------- --------- -------- -------- ------- ------- ---------- -----------
Yes Cyprus Amax Minerals Common Stock 32 - $127,098 $ $127,098 $ 127,098 $ -
Company -
Yes Cyprus Amax Minerals Common Stock - 25 - 118,840 122,024 118,840 (3,184)
Company
Yes T. Rowe Price Stable Value Fund 28 - 275,897 - 275,897 275,897 -
Yes T. Rowe Price Stable Value Fund - 39 - 335,897 335,897 335,897 -
Yes T. Rowe Price New Horizons Fund 20 - 38,774 - 38,744 38,744 -
Yes T. Rowe Price New Horizons Fund - 8 - 9,612 9,924 9,612 (312)
International
Yes T. Rowe Price Stock Fund 24 - 44,294 - 44,294 44,294 -
International
Yes T. Rowe Price Stock Fund - 7 - 28,836 28,210 28,836 626
Yes T. Rowe Price Equity Index Fund 52 - 229,530 - 229,530 229,530 -
Yes T. Rowe Price Equity Index Fund - 12 - 74,169 53,663 74,169 20,506
Yes T. Rowe Price Equity Income Fund 45 - 159,914 - 159,914 159,914 -
Yes T. Rowe Price Equity Income Fund - 9 - 20,786 19,291 20,786 1,495
Yes T. Rowe Price Prime Reserve Fund 26 - 19,246 - 19,246 19,246 -
Yes T. Rowe Price Prime Reserve Fund - 3 - 9,123 9,123 9,123 -
Spectrum
Yes T. Rowe Price Income Fund 27 - 7,539 - 7,539 7,539 -
Spectrum
Yes T. Rowe Price Income Fund - 4 - 6,051 5,774 6,051 277
Spectrum
Yes T. Rowe Price Growth Fund 18 - 11,898 - 11,898 11,898 -
Spectrum
Yes T. Rowe Price Growth Fund - 6 - 5,154 5,136 5,154 18
Science
Yes T. Rowe Price & Technology Fund 33 - 73,228 - 73,228 73,228 -
Science
Yes T. Rowe Price & Technology Fund - 7 - 16,594 18,798 16,594 (2,204)
(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.
F-13
CYPRUS AMAX MINERALS COMPANY
----------------------------
SAVINGS PLAN AND TRUST
----------------------
FINANCIAL STATEMENTS
--------------------
DECEMBER 31, 1997 AND 1996
--------------------------
F-14
REPORT OF INDEPENDENT ACCOUNTANTS
June 24, 1998
To the Participants and Administrator of the
Cyprus Amax Minerals Company Savings Plan and Trust
In our opinion, the accompanying statements of net assets available for benefits
with Fund Information and the related statements 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 Cyprus Amax Minerals
Company Savings Plan and Trust ("the Plan") at December 31, 1997 and 1996, and
the changes in 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, II, and III 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 statement 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 plan benefits and changes in net assets available for benefits of each fund.
Schedules I, II, and III and the Fund Information have been subjected to the
auditing procedures applied in the audit 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, CO
F-15
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
---------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
--------------------------------------------------------------------
DECEMBER 31, 1997
FUND INFORMATION
-------------------------------------------------------------------------------------
Total Leveraged Common Prime Equity
ESOP Stock Participant Reserve Index
Fund Fund Loans Fund Fund
- -------------------------------------------------------------------------------------------------------------------------------
Assets
- ------
Investments
Common Stock
Cyprus Amax Minerals $ 84,286,826 $ 54,406,736 $29,880,090 $ - $ - $ -
Amoco Corporation 4,111,029 - 4,111,029 - 25,706,535 -
Mutual Funds 220,534,911 - - - - 59,339,172
Participant Loans 12,313,176 - - 12,313,176 -
Receivables
Employer contributions 1,150,358 1,150,358 - - - -
Participant contributions
and loan repayments 1,579,973 - 184,061 (322,519) 343,149 276,851
Cash and cash equivalents 3,495 - 3,495 - - -
---------------------------------------------------------------------------------------------------
Total assets 323,979,768 55,557,094 34,178,675 11,990,657 26,049,684 59,616,023
---------------------------------------------------------------------------------------------------
Liabilities
- -----------
Interest payable 1,218,514 1,218,514 - - - -
Excess contributions
refundable to participants 110,906 - 10,038 - 5,718 24,461
Minimum required
distributions payable to
participants 2,114 - 581 - - 1,059
Long-term debt 74,985,503 74,985,503 - - - -
---------------------------------------------------------------------------------------------------
Total liabilities 76,317,037 76,204,017 10,619 - 5,718 25,520
Net assets available for ---------------------------------------------------------------------------------------------------
benefits $247,662,731 $(20,646,923) $34,168,056 $11,990,657 $26,043,966 $59,590,503
===================================================================================================
- --------------------------------------------------------------------------------------------------------------------------------
FUND INFORMATION
--------------------------------------------------------------------------------------------------------
International Stable New Science & Equity Spectrum
Stock Spectrum Value Horizons Technology Income Growth
Fund Income Fund Fund Fund Fund Fund Fund
- --------------------------------------------------------------------------------------------------------------------------------
Assets
- ------
Investments
Common Stock
Cyprus Amax Minerals $ - $ - $ - $ - $ - $ - $ -
Amoco Corporation - - - - - - -
Mutual Funds 11,823,726 16,908,636 42,164,699 27,344,084 7,304,082 25,376,633 4,567,344
Participant Loans - - - - - - -
Receivables
Employer contributions - - - - - - -
Participant contributions
and loan repayments 114,396 146,045 235,317 255,666 115,564 182,333 49,110
Cash and cash equivalents - - - - - - -
--------------------------------------------------------------------------------------------------------
Total assets 11,938,122 17,054,681 42,400,016 27,599,750 7,419,646 25,558,966 4,616,454
--------------------------------------------------------------------------------------------------------
Liabilities
- -----------
Interest payable - - - - - - -
Excess contributions
refundable to participants 10,352 7,812 9,063 16,960 4,863 16,707 4,932
Minimum required
distributions payable
participants - 255 219 - - - -
Long-term debt - - - - - - -
--------------------------------------------------------------------------------------------------------
Total liabilities 10,352 8,067 9,282 16,960 4,863 16,707 4,932
Net assets available for--------------------------------------------------------------------------------------------------------
benefits $11,927,770 $17,046,614 $42,390,734 $27,582,790 $7,414,783 $25,542,259 $4,611,522
========================================================================================================
The accompanying notes are an integral part of these financial statements.
- --------------------------------------------------------------------------------
F-16
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
---------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
--------------------------------------------------------------------
DECEMBER 31, 1996
-----------------
- ------------------------------------------------------------------------------------------------------------------------------------
FUND INFORMATION
------------------------------------------------------------------------------------------
Leveraged Common Prime Equit International
ESOP Stock Participant Reserve Index Stock Spectrum
Total Fund Fund Loans Fund Fund Fund Income Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Assets
- ------
Investments
Common Stock
Cyprus Amax Minerals $131,765,410 $85,514,966 $46,250,444 $ - $ - $ - $ - $ -
Amoco Corporation 4,138,136 - 4,138,136 - 25,326,872 - - -
Mutual Funds 195,964,535 - - - - 44,720,906 12,672,794 14,769,477
Participant Loans 11,112,379 - - 11,112,379 - - -
Receivables
Employer contributions 1,221,509 1,221,509 - - - - - -
Participant contributions
and loan repayments 1,535,426 - 199,752 (333,552) 353,791 237,452 121,521 146,828
Cash and cash equivalents 47,330 - 47,330 - - - - -
-------------------------------------------------------------------------------------------------------
Total assets 345,784,725 86,736,475 50,635,662 10,778,827 25,680,663 44,958,358 12,794,315 14,916,305
-------------------------------------------------------------------------------------------------------
Stable New Science & Equity Spectrum
Value Horizons Technology Income Growth
Fund Fund Fund Fund Fund
-----------------------------------------------------------------
Assets
- ------
Investments
Common Stock
Cyprus Amax Minerals $ - $ - $ - $ - $ -
Amoco Corporation - - - - -
Mutual Funds 44,818,044 27,287,432 5,989,259 18,099,009 2,280,742
Participant Loans - - - - -
Receivables
Employer contributions - - - - -
Participant contributions
and loan repayments 261,686 281,794 87,555 146,898 31,701
Cash and cash equivalents - - - - -
--------------------------------------------------------------
Total assets 45,079,730 27,569,226 6,076,814 18,245,907 2,312,443
--------------------------------------------------------------
Leveraged Common Prime Equit International
ESOP Stock Participant Reserve Index Stock Spectrum
Total Fund Fund Loans Fund Fund Fund Income Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Liabilities
- -----------
Interest payable 1,287,813 1,287,813 - - - - - -
Excess contributions
refundable to participants 117,669 - 10,858 - 9,222 19,224 10,809 6,424
Minimum required
distributions payable to
participants 6,845 - 999 - - - - 174
Long-term debt 79,250,039 79,250,039 - - - - - -
--------------------------------------------------------------------------------------------------------
Total liabilities 80,662,366 80,537,852 11,857 - 9,222 19,224 10,809 6,598
--------------------------------------------------------------------------------------------------------
Net assets available for
benefits $265,122,359 $6,198,623 $50,623,805 $10,778,827 $25,671,441 $44,939,134 $12,783,506 $14,909,707
========================================================================================================
Stable New Science & Equity Spectrum
Value Horizons Technology Income Growth
Fund Fund Fund Fund Fund
-----------------------------------------------------------------
Liabilities
- -----------
Interest payable - - - - -
Excess contributions
refundable to participants 19,724 22,373 4,780 11,513 2,742
Minimum required
distributions payable to
participants 5,672 - - - -
Long-term debt - - - - -
----------------------------------------------------------------
Total liabilities 25,396 22,373 4,780 11,513 2,742
----------------------------------------------------------------
Net assets available for
benefits $45,054,334 $27,546,853 $6,072,034 $18,234,394 $2,309,701
================================================================
The accompanying notes are an integral part of these financial statements.
- ------------------------------------------------------------------------------------------------------------------------------------
F-17
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
---------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
-------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1997
----------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
FUND INFORMATION
------------------------------------------------------------------------------------------------
Leveraged Common Prime Equity International
ESOP Stock Participant Reserve Index Stock
Total Fund Fund Loans Fund Fund Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Investment Income
Interest and dividends $16,046,810 $2,883,650 $1,680,572 $ - $1,279,053 $1,316,973 $628,689
Net realized gain/(loss) on
investments 3,647,195 25,650 (28,682) - - 2,926,864 507,534
Net change in unrealized
appreciation/(depreciation)
in fair value of investments (29,290,909) (28,851,814) (14,758,724) - - 10,493,398 (835,588)
Employer contributions 8,909,033 8,909,033 - - - - -
Participant contributions
and loan repayments 20,474,235 - 2,529,083 (4,730,742) 4,309,289 3,575,559 1,646,527
Deposits to suspense - - - - - - -
Transfers to other plans (587,272) (66,018) (70,244) (17,931) (63,196) (103,745) (20,725)
Transfers between Plan
funds and loans - (12,593) (951,564) 6,362,574 (2,219,194) 1,173,762 (1,484,487)
Employee withdrawals (29,156,236) (2,230,970) (4,856,190) (402,071) (2,933,427) (4,731,442) (1,297,686)
Interest expense (7,502,484) (7,502,484) - - - - -
----------------------------------------------------------------------------------------------
Net increase (decrease) (17,459,628) (26,845,546) (16,455,749) 1,211,830 372,525 14,651,369 (855,736)
Net assets available for
benefits:
Beginning of year 265,122,359 6,198,623 50,623,805 10,778,827 25,671,441 44,939,134 12,783,506
----------------------------------------------------------------------------------------------
End of year $247,662,731 $(20,646,923) $34,168,056 $11,990,65 $26,043,966 $59,590,503 $11,927,770
==============================================================================================
Stable New Science & Equity Spectrum
Spectrum Value Horizons Technology Income Growth
Income Fund Fund Fund Fund Fund Fund
---------------------------------------------------------------------------------
Investment Income
Interest and dividends $1,188,993 $2,733,936 $666,155 $708,443 $2,497,755 $462,591
Net realized gain/(loss) on
investments 141,819 - (375,708) (34,770) 406,913 77,575
Net change in unrealized
appreciation/(depreciation)
in fair value of investments 488,055 - 2,166,183 (607,070) 2,622,390 (7,739)
Employer contributions - - - - - -
Participant contributions
and loan repayments 1,959,759 3,322,167 3,554,289 1,428,933 2,242,760 636,611
Deposits to suspense - - - - - -
Transfers to other plans (70,130) (290) (64,394) (40,930) (49,012) (20,657)
Transfers between Plan
funds and loans (361,039) (2,226,284) (3,647,880) 534,923 1,476,987 1,354,795
Employee withdrawals (1,210,550) (6,493,129) (2,262,708) (646,780) (1,889,928) (201,355)
Interest expense - - - - - -
--------------------------------------------------------------------------------
Net increase (decrease) 2,136,907 (2,663,600) 35,937 1,342,749 7,307,865 2,301,821
Net assets available for
benefits:
Beginning of year 14,909,707 45,054,334 27,546,853 6,072,034 18,234,394 2,309,701
---------------------------------------------------------------------------------
End of year $17,046,614 $42,390,734 $27,582,790 $7,414,783 $25,542,258 $4,611,522
=================================================================================
The accompanying notes are an integral part of these financial statements.
F-18
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
---------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1 - DESCRIPTION OF THE PLAN
- --------------------------------
The following description of the Cyprus Amax Minerals Company ("Cyprus Amax")
Savings Plan and Trust (the "Plan" or the "Savings 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 Cyprus Amax for Cyprus
Amax salaried and hourly non-represented employees ("Eligible Employees" or
"Participants"). The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").
Leveraged ESOP
- --------------
On February 8, 1990, the Plan was amended to include the features of a leveraged
employee stock ownership plan ("Leveraged ESOP"). The Plan purchased 4,245,810
shares of Cyprus common stock from Cyprus in return for a 20-year $95 million
promissory note bearing an interest rate of 9.75 percent. The shares are held
as collateral under a pledge agreement and are released for allocation to
Participant accounts as principal and interest payments are made. Under the
amended Plan, shares released are used first to replace dividends earned on
allocated shares, and the remainder are allocated to Participants' accounts as
employer contributions (Note 8). Employer contributions to the Plan, along with
dividends earned on both the allocated and unallocated shares, are used to fund
the debt service on the note.
Administration
- --------------
The Plan is administered by the Cyprus Amax Minerals Company Benefits Committee
(the "Plan Administrator"), a committee appointed by Cyprus Amax's Board of
Directors. During 1997, Plan administrative expenses were paid by Cyprus Amax.
Enrollment
- ----------
Eligible Employees can enroll in the Plan during any month of the year.
Contributions
- -------------
Participants can make contributions of an amount up to sixteen percent of basic
pre-tax and/or after-tax compensation subject to applicable legal limits. Cyprus
Amax must contribute to the Plan sufficient funds to meet any currently maturing
debt obligations of the Plan; however, the Company has stated its intention to
continue to contribute an amount equal to seventy-five percent of the first six
percent of each Participant's contribution ("Matchable Contribution").
Participant rollover contributions are permitted provided all Plan and legal
requirements are satisfied.
F-19
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
Vesting
- -------
Participants are immediately vested in their employee and employer contributions
and the earnings attributable to those contributions.
Loans
- -----
Participants may borrow from their Plan accounts. Loans are paid in the form of
cash and may not exceed a Participant's vested account balance within specified
legal limits. Loan interest rates are based on prime rate plus one percent as
determined on the first business day of the month preceding the month in which a
Participant's written loan request is received by the Plan Administrator. Loan
terms generally vary from a minimum of six months to a maximum of five years
although certain loans grandfathered from predecessor plans may have a maximum
of fifteen years.
Loan repayments are made regularly through payroll deductions or, for
Participants not receiving a paycheck (e.g., on leave of absence), can be
delivered regularly to the Plan Administrator. A Participant may prepay a one-
time single sum of all of the outstanding loan balance.
Distributions
- -------------
Participants may withdraw all or a portion of vested contributions subject to
certain conditions as specified in the Plan document.
Participant 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.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
Basis of Accounting
- -------------------
The financial statements of the Plan are prepared on the accrual basis.
Valuation of Assets
- -------------------
Cyprus Amax and Amoco stock are valued at fair market value based on the quoted
market price.
Participant loans are valued at principal amount, which approximates fair market
value.
The remaining investments are valued at net asset value based on quoted market
prices.
F-20
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
Transfers of assets into the Plan are made at fair market value. Participant
cost is recorded as the cost of assets transferred into the Plan. Assets
transferred out of the Plan are reported at market value with the difference
between cost and market reported as realized gains or losses.
NOTE 3 - INVESTMENTS
- --------------------
Investment Options
- ------------------
Participants may elect to invest their contributions to the Plan in Cyprus Amax
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 (a customized Stable Value Fund) and six equity funds (Equity Index
Fund, International Stock Fund, New Horizons Fund, Science & Technology Fund,
Equity Income Fund, and Spectrum Growth Fund). All employer contributions are
invested in Cyprus Amax Common Stock.
As of December 31, 1997, the number of Participants who held assets in the
various investment options were as follows: 4,653 in Cyprus Amax common stock,
2,541 in the Prime Reserve Fund, 2,772 in the Equity Index Fund, 1,951 in the
International Stock Fund, 1,942 in the Spectrum Income Fund, 1,947 in the Stable
Value Fund, 2,642 in the New Horizons Fund, 1,121 in the Science & Technology
Fund, 2,180 in the Equity Income Fund, and 584 in the Spectrum Growth Fund.
Amoco Corporation common stock in the Common Stock Fund is held as an investment
but is not a current investment option. The Amoco Corporation common stock was
transferred from the Employee Savings Plan of Amoco Corporation and
participating companies in 1985 when Cyprus became an independent, publicly-
owned company and ceased to be a wholly-owned subsidiary of Amoco Corporation.
F-21
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
Investments Held
- ----------------
Investments held by the trustee, T. Rowe Price, as of December 31, 1997 and
1996, consisted of the following:
December 31, 1997: Cost Fair Value
------------ ------------
Cyprus Amax Minerals Company common stock:
Leveraged ESOP Fund/(a)/
Shares held under collateral pledge
(2,340,291 shares)/(b)/ $ 52,364,030 $ 35,981,974
Shares allocated (1,208,920 shares)/(b)/ 26,800,813 18,424,762
Common Stock Fund (1,943,420.470 shares)/(a)//(b)/ 44,704,681 29,880,090
Amoco Corporation common stock
(48,294.015 shares) 1,203,641 4,111,029
Participant Loans 12,313,176 12,313,176
Prime Reserve Fund (25,706,534.920 units)/(b)/ 25,706,535 25,706,535
New Horizons Fund (1,173,565.844 units)/(b)/ 27,370,929 27,344,084
Science and Technology Fund (267,941.73 units) 8,313,109 7,304,082
Equity Index Fund (2,249,400.017 units)/(b)/ 35,693,544 59,339,172
International Stock Fund (881,052.607 units) 10,740,338 11,823,726
Equity Income Fund (973,403.661 units)/(b)/ 22,147,303 25,376,633
Stable Value Fund (42,164.699 units)/(b)/ 42,164,699 42,164,699
Spectrum Income Fund (1,450,140.280 units)/(b)/ 15,750,137 16,908,636
Spectrum Growth Fund (286,713.352 units) 4,532,237 4,567,344
------------ ------------
$329,805,172 $321,245,942
============ ============
December 31, 1996:
Cyprus Amax Minerals Company common stock:
Leveraged ESOP Fund/(a)/
Shares held under collateral pledge
(2,589,446 shares)/(b)/ $ 57,938,874 $ 60,851,981
Shares allocated (1,049,507 shares)/(b)/ 23,482,385 24,662,985
Common Stock Fund (1,968,104.019 shares)/(a)//(b)/ 46,264,674 46,250,444
Amoco Corporation common stock
(51,325.722 shares)/(a)/ 1,282,387 4,138,136
Participant Loans 11,112,379 11,112,379
Prime Reserve Fund (25,326,872 units)/(b)/ 25,326,872 25,326,872
Equity Index Fund (2,198,667.929 units)/(b)/ 31,568,675 44,720,906
International Stock Fund (918,318.374 units) 10,753,818 12,672,794
Spectrum Income Fund (1,318,703.315 units) 14,099,034 14,769,477
Stable Value Fund (44,818,044 units)/(b)/ 44,818,044 44,818,044
New Horizons Fund (1,253,441.969 units)(b) 29,480,461 27,287,432
Science & Technology Fund (201,590.686 units) 6,391,216 5,989,259
Equity Income Fund (802,972.901 units) 17,492,069 18,099,009
Spectrum Growth Fund (150,743.043 units) 2,237,894 2,280,742
------------ ------------
$322,248,782 $342,980,460
============ ============
/(a)/ Investment pays dividends quarterly.
/(b)/ Individual investments representing 5 percent or more of net assets
available for benefits as of December 31, 1997 or 1996.
F-22
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
NOTE 4 - LONG-TERM DEBT
- -----------------------
On February 8, 1990, the Plan borrowed $95 million from Cyprus to purchase
4,245,810 shares of Cyprus common stock. The loan is repaid in quarterly
installments, the minimum of which is outlined in a 20-year debt service
schedule attached to the promissory note. The loan may be repaid in whole or in
part at any time without penalty and is collateralized by the Cyprus Amax stock
held in the Leveraged ESOP Fund. As of December 31, 1997, the loan had been
prepaid in the amount of $16,689,469 in accordance with the promissory note, the
next scheduled maturity will occur in 2002. Shares are released for allocation
to Participants as the loan is repaid.
NOTE 5 - NET REALIZED GAINS (LOSSES) ON INVESTMENTS
- ---------------------------------------------------
Net realized gains (losses) from investment transactions for the year ended
December 31, 1997 were as follows:
LEVERAGED ESOP COMMON STOCK FUND EQUITY SPECTRUM GROWTH FUND
FUND INCOME FUND
------------------- -------------------- -------------------- ---------------------
1997 Proceeds $1,440,900 $7,731,912 $1,077,273 $ 232,224
Cost 1,415,250 7,760,594 670,360 154,649
------------------- -------------------- -------------------- ---------------------
Net gain (loss) $ 25,650 $ (28,682) $ 406,913 $ 77,575
=================== ==================== ==================== =====================
EQUITY International SPECTRUM New
INDEX FUND STOCK FUND INCOME FUND HORIZONS FUND
------------------- -------------------- -------------------- ---------------------
1997 Proceeds $7,526,731 $3,351,534 $1,847,911 $6,892,730
Cost 4,599,867 2,844,000 1,706,092 7,268,438
------------------- -------------------- -------------------- ---------------------
Net gain (loss) $2,926,864 $ 507,534 $ 141,819 $ (375,708)
=================== ==================== ==================== =====================
SCIENCE & TECHNOLOGY FUND
---------------------------
1997 Proceeds $2,138,923
Cost 2,173,693
-------------------
Net gain (loss) $ (34,770)
===================
The cost of investments sold or transferred is determined on a Participant level
by the average cost method. Included in the Common Stock Fund are Cyprus Amax
common stock net realized losses of $222,902 in 1997.
NOTE 6 - UNREALIZED APPRECIATION/(DEPRECIATION) OF INVESTMENTS
- --------------------------------------------------------------
Net unrealized appreciation/(depreciation) of investments amounted to
$(8,559,231) and $20,731,678 at December 31, 1997 and 1996, respectively. The
change in net unrealized appreciation/(depreciation) resulted in a Plan loss of
$29,290,909 in 1997.
F-23
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
NOTE 7 - TRANSFER OF ASSETS TO OTHER PLANS
- ------------------------------------------
During 1997, $587,272 was transferred to the Equatorial Mining Company savings
plan. This amount represents balances held by former Cyprus Mineral Park
employees.
NOTE 8 - ALLOCATION OF CYPRUS AMAX STOCK HELD IN LEVERAGED ESOP FUND
- --------------------------------------------------------------------
Shares of Cyprus Amax Minerals Company common stock allocated to participants
were 248,794 and 248,526 for 1997 and 1996, respectively. Dividend replacement
shares were allocated to all Participants who held allocated shares on the ex-
dividend date. The number of shares allocated as dividend replacement shares
was determined by the closing price of Cyprus Amax common stock on the dividend
payment date and amounted to 38,824 in 1997 and 31,200 in 1996. Additional
shares allocated to Participants as employer contributions based upon their
proportion of Matchable Contributions for the appropriate quarters were 188,093
and 185,411 in 1997 and 1996, respectively. A portion of the shares allocated
for 1997 (47,489 shares) was released by the employer contribution made on
January 13, 1998, which is reflected as a receivable at December 31, 1997. The
portion of shares allocated for 1996 which was reflected as a receivable at
December 31, 1996, was 47,850 shares.
All shares were allocated to Participants at their original cost to the Plan of
$22.375 per share.
NOTE 9 - TAX STATUS
- -------------------
Cyprus Amax received a favorable determination letter from the Internal Revenue
Service as to the qualified status of the Plan on October 12, 1995. Since the
Plan continues to fulfill the requirements of a qualified plan, 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.
NOTE 10 - PLAN AMENDMENTS
- -------------------------
Cyprus Amax amended its Plan document as of January 1, 1997 to comply with IRS
Regulations regarding the transfer of assets from the Amax Inc. sponsored money
purchase pension plan, which was subsequently terminated and merged into the
Savings Plan. The amendment states that distributions prior to an employee's
retirement, death, disability, or severance from employment are not available
with respect to assets transferred to the Savings Plan from the Amax Inc. money
purchase pension plan.
In addition, Cyprus Amax restated its Plan document as of January 1, 1997 to
change the timing of a loan default to 120 days. This change will permit the
loan default provision to better coordinate with the ability of a participant to
delay his distribution until the calendar quarter's KSOP contribution has been
allocated.
F-24
NOTES TO FINANCIAL STATEMENTS (Continued)
-----------------------------
NOTE 11 - 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 the Plan had
$424,860 benefits payable due to timing of distributions by the Trustee. As of
December 31, 1996 there were no benefits payable due to timing of distributions
by the Trustee.
F-25
SCHEDULE I
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
---------------------------------------------------
ASSETS HELD FOR INVESTMENT
--------------------------
DECEMBER 31, 1997
-----------------
PARTY IN DESCRIPTION HISTORICAL CURRENT
INTEREST ISSUER OF INVESTMENT COST VALUE
- ---------- ----------------- ----------------------- ------------ ------------
Yes Cyprus Amax Cyprus Amax Minerals
Minerals Company Company common stock
No par value $123,869,524 $84,286,826
No Amoco Corporation Amoco Corporation
common stock
No par value 1,203,641 4,111,029
Yes T. Rowe Price Prime Reserve Fund 25,706,535 25,706,535
Yes T. Rowe Price Equity Index Fund 35,693,544 59,339,172
Yes T. Rowe Price International Stock
Fund 10,740,338 11,823,726
Yes T. Rowe Price Spectrum Income
Fund 15,750,137 16,908,636
Yes T. Rowe Price Stable Value
Fund 42,164,699 42,164,699
Yes T. Rowe Price New Horizons
Fund 27,370,929 27,344,084
Yes T. Rowe Price Science &
Technology Fund 8,313,109 7,304,082
Yes T. Rowe Price Equity Income
Fund 22,147,303 25,376,633
Yes T. Rowe Price Spectrum
Growth Fund 4,532,237 4,567,344
Yes Participant Loans Interest rate
6% - 11%, with maturity
dates through 2009 12,313,176 12,313,176
F-26
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
---------------------------------------------------
LOANS OR FIXED-INCOME OBLIGATIONS IN DEFAULT
--------------------------------------------
DECEMBER 31, 1997
-----------------
Amount Received
During Reporting Unpaid
Original Year Balance Detailed Amount Overdue
Party in Identity and Address Amount -------------------- at end Description of ----------------------
Interest of Obligor of Loan Principal Int. of Year Loan (a) Principal Interest
- -------- ---------- ------- -------------------- ------- -------------- ----------------------
Yes John Shanklin (a) $ 2,500 $ 0 $ 0 $ 2,500 PROMISSORY NOTE $ 2,251 $ 250
P.O. Box 642 Dated: 8/8/97
Empire, CO 80438 Maturity: 9/17/99
Interest Rate: 9.50%
Yes Timothy Huffman (a) $ 2,900 $ 51 $ 10 $ 2,849 PROMISSORY NOTE $ 2,578 $ 271
191 N. County Rd. 480E Dated: 5/22/97
Sutter, IL 62373 Maturity: 6/25/99
Interest Rate: 9.25%
Yes Charlotte Holvey (a) $ 3,101 $ 761 $187 $ 3,101 PROMISSORY NOTE $ 2,788 $ 313
2289 Burt Road Dated: 5/24/96
West Point, IA 52656 Maturity: 7/23/99
Interest Rate: 9.25%
Yes Carl Lynch (c) $ 7,000 $ 561 $ 14 $ 205 PROMISSORY NOTE $ 175 $ 30
611 Carey Dated: 4/30/92
Gillette, WY 82716 Maturity: 5/31/97
Interest Rate: 7.50%
Yes Douglas McCay (b) $ 5,000 $ 619 $204 $ 2,946 PROMISSORY NOTE $ 2,554 $ 392
P.O. Box 666 Dated: 2/23/95
Paonia, CO 81428 Maturity: 3/17/00
Interest Rate: 7.50%
Yes Ralph Gonzales (b) $ 1,500 $ 0 $ 0 $ 1,500 PROMISSORY NOTE $ 1,462 $ 38
HCR Box 844 Dated: 5/7/97
Sells, AZ 85634 Maturity: 12/26/97
Interest Rate: 9.25%
Yes Jose Almaraz (b) $ 5,000 $ 0 $ 0 $ 5,000 PROMISSORY NOTE $ 4,501 $ 499
3355 S. Burris Rd. Dated: 6/6/97
Casa Grande, AZ 85222 Maturity: 7/23/99
Interest Rate: 9.50%
F-27
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
---------------------------------------------------
LOANS OR FIXED-INCOME OBLIGATIONS IN DEFAULT
--------------------------------------------
DECEMBER 31, 1997
-----------------
Amount Received
During Reporting Unpaid
Original Year Balance Detailed Amount Overdue
Party in Identity and Address Amount -------------------- at end Description of ----------------------
Interest of Obligor of Loan Principal Interest of Year Loan (a) Principal Interest
- -------- ---------- ------- -------------------- ------- -------------- ----------------------
Yes Roy Russel (a) $ 2,850 $ 349 $150 $ 2,036 PROMISSORY NOTE $ 1,686 $ 350
P.O. Box 2184 Dated: 10/23/95
Globe, AZ 85502 Maturity: 11/24/00
Interest Rate: 9.75%
Yes Wayne Powel (a) $17,000 $1,453 $686 $13,646 PROMISSORY NOTE $11,005 $2,641
512 East 400 South Dated: 2/22/96
Price, UT 84501 Maturity: 3/16/01
Interest Rate: 9.50%
Yes Joel Lambert (b) $ 6,500 $1,050 $242 $ 3,133 PROMISSORY NOTE $ 2,848 $ 285
P.O. Box 67 Dated: 3/22/95
Claypool, AZ 85532 Maturity: 4/16/99
Interest Rate: 10.00%
(a) AFTER FAILURE TO CURE NON-PAYMENT, PARTICIPANT WAS NOTIFIED OF DEFAULT
STATUS ON JANUARY 28, 1998.
(b) AFTER FAILURE TO CURE NON-PAYMENT, PARTICIPANT WAS NOTIFIED OF DEFAULT
STATUS ON MAY 4, 1998.
(c) FINAL PAYMENT DEDUCTED IN JANUARY 1998 FOR PAYOFF IN FEBRUARY 1998.
F-28
SCHEDULE III
CYPRUS AMAX MINERALS COMPANY SAVINGS PLAN AND TRUST
---------------------------------------------------
SCHEDULE OF REPORTABLE TRANSACTIONS (a)
---------------------------------------
YEAR ENDED DECEMBER 31, 1997
----------------------------
Party in Description Total Number Total Number Purchase Selling Total Cost
Interest Issuer of Assets of Purchases of Sales Price Price of Asset
- ----------- ------ --------- ------------ ------------ --------- ------- -----------
Yes Cyprus Amax Minerals
Company Common Stock 102 - $11,931,242 $11,931,242
Yes Cyprus Amax Minerals
Company Common Stock - 165 - 9,951,256 9,964,328
Yes Amoco Corporation Common Stock 2 - 1,469 - 1,469
Yes Amoco Corporation Common Stock - 35 - 410,541 78,237
Yes T. Rowe Price Stable Value Fund 96 - 8,039,563 - 8,039,563
Yes T. Rowe Price Stable Value Fund - 116 - 10,692,907 10,692,907
Yes T. Rowe Price International
Stock Fund 77 - 3,091,115 - 3,091,115
Yes T. Rowe Price International
Stock Fund - 132 - 3,612,130 3,161,886
Yes T. Rowe Price New Horizons Fund 77 - 4,872,558 - 4,872,558
Yes T. Rowe Price New Horizons Fund - 132 - 6,606,382 6,951,232
Yes T. Rowe Price Prime Reserve Fund 90 - 6,856,042 - 6,856,042
Yes T. Rowe Price Prime Reserve Fund - 130 - 6,448,866 6,448,866
Yes T. Rowe Price Equity Index 500 Fund 138 - 8,810,017 - 8,810,017
Yes T. Rowe Price Equity Index 500 Fund - 89 - 7,612,012 5,056,276
Yes T. Rowe Price Science and Technology
Fund 133 - 4,231,394 - 4,231,394
Yes T. Rowe Price Science and Technology
Fund - 72 - 2,274,732 2,316,170
Yes T. Rowe Price Equity Income Fund 137 - 6,967,890 - 6,967,890
Yes T. Rowe Price Equity Income Fund - 70 - 2,719,569 2,390,277
Yes T. Rowe Price Spectrum Income Fund 88 - 4,224,623 - 4,224,623
Yes T. Rowe Price Spectrum Income Fund - 98 - 2,715,339 2,587,730
Yes T. Rowe Price Spectrum Growth Fund 111 - 2,784,022 - 2,784,022
Yes T. Rowe Price Spectrum Growth Fund - 58 - 567,257 499,029
Current Value of
Asset on Net
Party in Description Transaction Gain/(Loss)
Interest Issuer of Assets Date on Sales
- ----------- ------ --------- --------------- ----------
Yes Cyprus Amax Minerals
Company Common Stock $11,931,242 $ -
Yes Cyprus Amax Minerals
Company Common Stock 9,951,256 (13,072)
Yes Amoco Corporation Common Stock 1,469 -
Yes Amoco Corporation Common Stock 410,541 332,304
Yes T. Rowe Price Stable Value Fund 8,039,563 -
Yes T. Rowe Price Stable Value Fund 10,692,907 -
Yes T. Rowe Price International
Stock Fund 3,091,115 -
Yes T. Rowe Price International
Stock Fund 3,612,130 450,244
Yes T. Rowe Price New Horizons Fund 4,875,558 -
Yes T. Rowe Price New Horizons Fund 6,606,382 (344,850)
Yes T. Rowe Price Prime Reserve Fund 6,856,042 -
Yes T. Rowe Price Prime Reserve Fund 6,448,866 -
Yes T. Rowe Price Equity Index 500 Fund 8,810,017 -
Yes T. Rowe Price Equity Index 500 Fund 7,612,012 2,555,736
Yes T. Rowe Price Science and Technology
Fund 4,231,394 -
Yes T. Rowe Price Science and Technology
Fund 2,274,732 (41,438)
Yes T. Rowe Price Equity Income Fund 6,967,890 -
Yes T. Rowe Price Equity Income Fund 2,719,569 329,292
Yes T. Rowe Price Spectrum Income Fund 4,224,623 -
Yes T. Rowe Price Spectrum Income Fund 2,715,339 127,609
Yes T. Rowe Price Spectrum Growth Fund 2,784,022 -
Yes T. Rowe Price Spectrum Growth Fund 567,257 68,228
(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.
F-29