_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential for Use of the Commission Only (as permitted by Rule 14c-
5(d)(2)
[ ] Definitive Information Statement
AMAX GOLD INC.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
______________________________________________________________________________
AMAX GOLD INC.
185 SOUTH STATE STREET, SUITE 820
SALT LAKE CITY, UTAH 84111
____________________________
INFORMATION STATEMENT
____________________________
This Information Statement is being furnished by Amax Gold Inc., a Delaware
corporation (the "Company"), to the holders of the Company's $3.75 Series B
Convertible Preferred Stock (the "Preferred Stock"), in connection with a
proposal to amend the Certificate of Incorporation of the Company (the
"Certificate of Incorporation") to change the name of the Company to "Kinam Gold
Inc."
On August ___, 1998, a written consent (the "Consent") was delivered to the
Company with respect to 92,213,928 shares of the Company's Common Stock, par
value $0.01 (the "Common Stock"), held beneficially by Kinross Gold U.S.A., Inc.
("Kinross U.S.A."), a wholly-owned subsidiary of Kinross Gold Corporation
("Kinross"), in favor of the adoption of an amendment to the Certificate of
Incorporation for the purpose of changing the name of the Company to "Kinam Gold
Inc." (the "Charter Amendment"). The full text of the Charter Amendment is set
forth in Appendix A hereto. Pursuant to Section 228 of the Delaware General
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Corporation Law (the "DGCL"), approval of the Charter Amendment by nonunanimous
written consent of the shareholders of the Company is permitted if a written
consent, setting forth the action proposed to be taken, is delivered to the
Company by the holders of outstanding voting shares having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted, provided that prompt notice of the action taken is given to all other
stockholders entitled to vote on the action. This Information Statement, which
is being sent to all record holders of the Preferred Stock as of August [10],
1998 (the "Preferred Holders"), is intended to serve as such notice required
under Section 228 of the DGCL. For purposes of determining the number of votes
eligible to be cast on the proposal to adopt the Charter Amendment, the
Certificate of Incorporation provides that the holders of the Common Stock and
the holders of the Preferred Stock are eligible to vote as a single class, with
the Preferred Holders having 1.4 votes for each share of Preferred Stock held on
August [10], 1998 (the "Record Date"). The shares of Common Stock held by
Kinross U.S.A. and represented by the Consent constitute 100% of the outstanding
shares of the Common Stock and, after giving effect to the voting rights of the
Preferred Holders, approximately 97.3% of the votes eligible to be cast with
respect to the proposal to adopt the Charter Amendment. Accordingly, the
delivery of the Consent constitutes sufficient action to adopt the Charter
Amendment and no additional approval by the Preferred Holders is required or
requested with respect thereto.
Pursuant to the rules and regulations promulgated by the United States
Securities and Exchange Commission (the "SEC") under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), an information statement must be sent
to the holders of voting shares who do not sign the written consent at least 20
business days prior to the effective date of the action. This Information
Statement is provided to the Preferred Holders in compliance with the
requirements of the Exchange Act.
The effective time of the Charter Amendment (the "Effective Time") will be
the date and time of the filing of the Charter Amendment with the Secretary of
State of Delaware, which is presently anticipated to occur 20 business days
after this Information Statement is first mailed to the Preferred Holders.
The Preferred Stock is traded on The New York Stock Exchange (the "NSYE")
under the symbol "AUPrB."
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY.
OTHER THAN DULY AUTHORIZED OFFICERS OF THE COMPANY, NO PERSON IS
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN
THOSE CONTAINED OR INCORPORATED BY REFERENCE HEREIN AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THE DELIVERY OF THIS INFORMATION STATEMENT SHALL NOT
UNDER ANY CIRCUMSTANCE CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF, OR THAT THE INFORMATION
CONTAINED OR INCORPORATED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.
_____________________
THIS INFORMATION STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OF THE COMPANY.
_____________________
The date of this Information Statement is August ___, 1998
TABLE OF CONTENTS
Page
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AVAILABLE INFORMATION..................................................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................... 2
GENERAL................................................................... 3
BACKGROUND................................................................ 3
CHARTER AMENDMENT......................................................... 4
RECORD DATE............................................................... 4
VOTE REQUIRED............................................................. 4
ADDITIONAL INFORMATION.................................................... 4
EXHIBITS TO INFORMATION STATEMENT
- - ---------------------------------
Exhibit A Amendment to Certificate of Incorporation
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange
Act and, in accordance therewith, files reports and other information with the
SEC. Reports, proxy and information statements and other information filed by
the Company with the SEC may be inspected without charge at, and copies thereof
may be obtained at prescribed rates from, the public reference facilities of the
SEC's principal office at 450 Fifth Street, N.W., Washington, D.C. 20549 and at
the SEC's regional offices at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 7 World Trade Center, Suite 1300, New York, New York 10048.
The SEC maintains a Web site (http://www.sec.gov) that contains such materials
that have been or will be filed by the Company.
The Preferred Stock is traded on the NYSE. Reports, proxy statements and
other information concerning the Company can be inspected at the offices of the
NYSE at 20 Broad Street, New York, New York 10005 U.S.A.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the SEC
pursuant to the Exchange Act (File No. 1-9620), are incorporated in this
Information Statement by reference and shall be deemed to be a part hereof for
purposes of the Exchange Act:
(a) the Company's Annual Report on Form 10-K for the year ended December
31, 1997, as amended by the Company's Annual Report on Form 10K/A as
filed with the SEC on March 11, 1998; and
(c) the descriptions of the Common Stock and the Preferred Stock contained
in the Company's Registration Statement on Form 8-B filed with the SEC
on June 21, 1995.
In addition, an Information Statement/Prospectus, which provides certain
information with respect to the recent business combination between the Company,
Kinross and Kinross Merger Corporation and constitutes part of a Registration
Statement on Form F-4 which has been filed by Kinross with the SEC pursuant to
the Securities Act of 1933, as amended (the "Securities Act"), is incorporated
in this Information Statement by reference and shall be deemed to be a part
hereof for purposes of the Exchange Act.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Information Statement
and prior to the Effective Time shall be deemed to be incorporated by reference
in this Information Statement and to be part hereof for purposes of the Exchange
Act from the date of the filing of such documents until the Effective Date. Any
statement contained in this Information Statement, in a supplement to this
Information Statement or in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Information Statement to the extent that a statement contained herein or in
any subsequently filed supplement to this Information Statement or in any
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Information Statement.
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH BENEFICIAL
OWNER OF THE PREFERRED STOCK TO WHOM A COPY OF THIS INFORMATION STATEMENT HAS
BEEN DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY
OR ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED
IN THIS INFORMATION STATEMENT BY REFERENCE, OTHER THAN EXHIBITS TO SUCH
DOCUMENTS (UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE IN
SUCH DOCUMENTS). THIS INFORMATION STATEMENT INCORPORATES DOCUMENTS BY REFERENCE
WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. WRITTEN OR TELEPHONE
REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO AMAX GOLD INC., 57TH FLOOR,
SCOTIA PLAZA, 40 KING STREET WEST, TORONTO, ONTARIO, CANADA M5H 3Y2, ATTENTION:
SECRETARY (TELEPHONE NUMBER (416) 365-5198).
AMAX GOLD INC.
185 SOUTH STATE STREET, SUITE 820
SALT LAKE CITY, UTAH 84111
____________________________
INFORMATION STATEMENT
____________________________
GENERAL
This Information Statement is being furnished by Amax Gold Inc., a Delaware
corporation (the "Company"), to the holders of the Company's $3.75 Series B
Convertible Preferred Stock (the "Preferred Stock"), in connection with a
proposal to amend the Certificate of Incorporation of the Company (the
"Certificate of Incorporation") to change the name of the Company to Kinam Gold
Inc. This Information Statement, which is being sent to all record holders of
the Preferred Stock as of August [10], 1997 (the "Preferred Holders"), is
intended to serve as notice of adoption of the Charter Amendment by nonunanimous
written consent, as contemplated by Section 228 of the Delaware General
Corporation Law (the "DGCL").
The principal executive offices of the Company are located at 185 South
State Street, Suite 820, Salt Lake City, Utah 84111, and the Company's telephone
number is (801) 363-9152.
BACKGROUND
On June 1, 1998, the Company, Kinross Gold Corporation ("Kinross") and
Kinross Merger Corporation, a newly-formed, wholly-owned subsidiary of Kinross
("Merger Corp."), effected a business combination whereby Merger Corp. was
merged with and into the Company and the Company became a subsidiary of Kinross
(the "Merger"). In connection with the consummation of the Merger, Kinross and
the Company prepared and filed with the SEC an Information Statement/Prospectus
(the "Merger Information Statement") which set forth the material terms and
conditions of the Merger and contained a copy of the Merger Agreement, dated
February 9, 1998, as amended April 20, 1998, among Kinross, Merger Corp. and the
Company. Subsequent to the consummation of the Merger, Kinross transferred to
Kinross Gold, U.S.A., Inc., a wholly-owned subsidiary of Kinross ("Kinross
U.S.A."), all of the shares of the Company's Common Stock, par value $0.01 (the
"Common Stock") and the Company became a subsidiary of Kinross, U.S.A.
Among the obligations undertaken by Kinross in connection with the
consummation of the Merger, Kinross agreed to take all action necessary to
assure that the Company ceases to use the name "Amax" or any derivative or
similar name. In satisfaction of that obligation, on August ___, 1998, Kinross
U.S.A. delivered to the Company a written consent (the "Consent") with respect
to 92,213,928 shares of Common Stock held beneficially by Kinross U.S.A.,
representing 100% of the outstanding shares of Common Stock, in favor of the
adoption of an amendment to the Certificate of Incorporation for the purpose of
changing the name of the Company to "Kinam Gold Inc." (the "Charter Amendment").
The full text of the Charter Amendment is set forth in Appendix A hereto. Based
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upon its review of the Consent, the Certificate of Incorporation and the DGCL,
the Board of Directors of the Company (the "Board") has concluded that the
Consent represents sufficient voting shares of the Company to adopt the Charter
Amendment. See "Vote Required." Accordingly, the Board of Directors of the
Company has caused this Information Statement to be prepared and delivered to
the Preferred Holders for the purpose of providing notice of the adoption of the
Charter Amendment as required by Section 228 of the DGCL.
In addition, the rules and regulations promulgated by the United States
Securities and Exchange Commission (the "SEC") under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), require that an information statement
must be sent to the holders of voting shares who did not sign the Consent at
least 20 business days prior to the effective date of the action. This
Information Statement is provided to the Preferred Holders in compliance with
the requirements of the Exchange Act.
CHARTER AMENDMENT
Based upon its receipt and review of the Consent, the Board has unanimously
adopted a resolution approving the Charter Amendment. Upon the filing of the
Charter Amendment with the Secretary of State of the State of Delaware, Article
I of the Certificate of Incorporation will be amended to change the name of the
Company to "Kinam Gold Inc." All other existing provisions of the Certificate
of Amendment will be unaffected by the Charter Amendment. The Company presently
anticipates that the Charter Amendment will become effective 20 business days
after the Information Statement is first mailed to the Preferred Holders.
RECORD DATE
The Board has fixed the close of business on August [10], 1998 as the
record date (the "Record Date") for the determination of Preferred Holders
entitled to receive notice of the Consent. At the close of business on the
Record Date, there were 92,213,928 shares of Common Stock issued and
outstanding, all of which are held by Kinross U.S.A., and 1,840,000 shares of
Preferred Stock issued and outstanding, held by approximately 87 holders of
record.
VOTE REQUIRED
The Certificate of Incorporation and the DGCL provide that approval of the
Charter Amendment requires the affirmative vote or consent of the holders of a
majority of the voting shares permitted to vote on the Charter Amendment. For
purposes of determining the number of voting shares eligible to be voted on the
proposal to approve the Charter Amendment, the Certificate of Incorporation
provides that the holders of the Common Stock and the Preferred Holders are
eligible to vote as a single class, with the Preferred Holders having 1.4 votes
for each share of Preferred Stock held on the Record Date. The shares of Common
Stock held by Kinross U.S.A. and represented by the Consent constitute 100% of
the outstanding shares of the Common Stock and, after giving effect to the
voting rights of the Preferred Holders, calculated as described above,
approximately 97.3% of the votes eligible to be cast with respect to the
proposal to adopt the Charter Amendment. Accordingly, the delivery of the
Consent constitutes sufficient action to adopt the Charter Amendment and no
additional approval by the Preferred Holders is required or requested with
respect thereto.
ADDITIONAL INFORMATION
A copy of the Charter Amendment is attached to this Information Statement
as Appendix A and is incorporated herein by reference. This Information
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Statement does not contain all of the information set forth in the Merger
Information Statement and any schedules and exhibits thereto (including the
Merger Agreement), copies of which may be obtained from the Company. Requests
for such copies should be addressed to Amax Gold Inc. 57th Floor, Scotia Plaza,
40 King Street West, Toronto, Ontario, Canada M5H 3Y2.
BY ORDER OF THE BOARD OF DIRECTORS
APPENDIX A
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
AMAX GOLD INC.
(Change of Name to Kinam Gold Inc.)
Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, Amax Gold Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the corporation, by the unanimous
written consent of its members, filed with the minutes of the Board, adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of the corporation:
ARTICLE I of the Certificate of Incorporation of the corporation is
amended in its entirety so that, as amended, ARTICLE I shall be as follows:
ARTICLE I
The name of the corporation is Kinam Gold Inc. (hereinafter, the "Corporation").
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders of the corporation have adopted the foregoing amendment by
nonunanimous written consent in accordance with the provisions of Section 228 of
the General Corporation Law of the State of Delaware and written notice of such
consent has been delivered to the stockholders of the corporation as provided in
such Section 228.
THIRD: That the amendment was duly adopted in accordance with the
applicable provisions of Section 228 and 242 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, Amax Gold Inc. has caused this Certificate to be signed
by ________________________, its President, this ______ day of _______, 1998.
AMAX GOLD INC.
By: ---------------------------------------
, President
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