SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 31, 1994
--------------
CYPRUS AMAX MINERALS COMPANY
----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-10040 36-2684040
----------------------------------------------------------------
(State or other juris- (Commission I.R.S. Employer
diction of incorporation) File Number) (Identification No.)
9100 East Mineral Circle, P.O. Box 3299, Englewood, CO 80155
----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(303) 643-5000
----------------------------------------------------------------
(Registrant's telephone number, including area code)
Item 2. Disposition of Assets
- -----------------------------
On March 1, 1994, Cyprus Amax Minerals Company (the "Company") announced
agreements for the sale of its oil and gas unit, Amax Oil & Gas, Inc., to
Union Pacific Resources Company, a Subsidiary of Union Pacific Resources
Corporation, for approximately $819 million in cash. The assets of Amax Oil and
Gas, Inc. included producing petroleum properties (largely natural gas) and
processing facilities located primarily in the southwestern United States. The
transaction closed on March 31, 1994. Cyprus Amax Minerals Company issued a
press release, a copy of which is attached hereto as Exhibit 1, announcing the
closing.
Item 7. Financial Statements and Exhibits
- -----------------------------------------
(b) Pro Forma Financial Information
The majority of Amax Oil & Gas, Inc.'s assets were acquired in the
merger of Cyprus Minerals Company and AMAX Inc. on November 15, 1993.
The business combination was accounted for as a purchase, and
accordingly, the Company's consolidated 1993 financial statements
included only the results of the merged Amax businesses for the 47-day
period following the merger. In Cyprus Amax Minerals Company's
Consolidated Statement of Operations for the year ended December 31,
1993, oil and gas income before income taxes accounted for $3.0 million
of the consolidated total of $130.9 million, oil and gas net income
accounted for $2.3 million of consolidated net income of $100.2
million, and earnings per share accounted for $.04 of total earnings
per share of $1.85. At December 31, 1993, the majority of Amax Oil &
Gas, Inc.'s assets were in the Consolidated Balance Sheet caption
Properties, Net accounting for $797 million of the consolidated
Properties, Net of $4,334 million, and assets accounted for $830
million of total consolidated assets of $5,625 million.
This financial information should be read in conjunction with the
historical financial statements and accompanying notes of Cyprus Amax
Minerals Company and Subsidiaries.
(c) Exhibits
1. Press release, dated March 31, 1994, issued by Cyprus Amax Minerals
Company.
2. Stock Purchase Agreement, dated March 1, 1994, between Amax Coal
Company and Union Pacific Resources Company.
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 31, 1994 CYPRUS AMAX MINERALS COMPANY
By: /s/ John Taraba
--------------------------
Name: John Taraba
Vice President
and Controller
2
Exhibits
- --------
1. Press release, dated March 31, 1994, issued by Cyprus Amax Minerals
Company.
2. Stock Purchase Agreement, dated March 1, 1994 between Amax Coal
Company and Union Pacific Resources Company.
3