SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR THE FISCAL YEAR END DECEMBER 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from __________to ___________
THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES
Commission file number 1-9620
AMAX GOLD INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1199974
------------------------------- ----------------------------------
(State or other jurisdiction of (IRS Employers Identification No.)
incorporation or organization)
9100 EAST MINERAL CIRCLE, ENGLEWOOD, COLORADO 80155
--------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 643-5500
--------------
THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES
FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
REPORT OF INDEPENDENT ACCOUNTANTS
June 28, 1995
To The Participants and Administrator of the
Thrift Plan for Employees of
Amax Gold Inc. and Its Subsidiaries
In our opinion, the accompanying statements of net assets available for benefits
with Fund Information and the related statements of changes in net assets
available for benefits with Fund Information present fairly, in all material
respects, the financial status of the Thrift Plan for Employees of Amax Gold
Inc. and Its Subsidiaries (the "Plan") at December 31, 1994 and 1993, and the
changes in its financial status for the year ended December 31, 1994, and the
period ended December 31, 1993, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Plan's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I and II is presented for purposes of additional analysis and is not a
required part of the basic financial statements, but is supplemental information
required by the Department of Labor's Rules & Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. The Fund
Information in the statements of net assets available for benefits and the
statements of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the net assets available
for benefits and the changes in net assets available for benefits of each fund.
The supplemental schedules and Fund Information have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
PRICE WATERHOUSE LLP
Denver, Colorado
THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1994
New
Common Partici- Stable Prime America Capital Equity
Stock pant Value Reserve Growth Apprecia- Index International
Total Fund Loans Fund Fund Fund tion Fund Fund Stock Fund
----------- -------- -------- ---------- -------- ---------- --------- ---------- -------------
ASSETS
Investments:
Amax Gold Inc.
common stock $ 732,100 $732,100 $ - $ - $ - $ - $ - $ - $ -
Mutual funds 9,461,284 - - 5,419,610 8,201 1,176,666 90,154 1,704,275 230,262
Participant loans 863,446 - 863,446 - - - - - -
Receivables:
Interest 4,098 486 - 2,004 - 405 29 798 98
Participant
contributions and
loan repayments 102,731 4,055 - 50,218 501 13,211 1,567 18,347 4,982
Employer contributions 43,429 43,429 - - - - - - -
----------- -------- -------- ---------- -------- ---------- --------- ---------- ------------
Total assets 11,207,088 780,070 863,446 5,471,832 8,702 1,190,282 91,750 1,723,420 235,342
----------- -------- -------- ---------- -------- ---------- --------- ---------- ------------
LIABILITIES - - - - - - - - -
----------- -------- -------- ---------- -------- ---------- --------- ---------- ------------
Net assets available
for benefits $11,207,088 $780,070 $863,446 $5,471,832 $8,702 $1,190,282 $91,750 $1,723,420 $235,342
=========== ======== ======== ========== ======== ========== ========= ========== ============
Spectrum
Income
Fund
----------
ASSETS
Investments:
Amax Gold Inc.
common stock $ -
Mutual funds 832,116
Participant loans -
Receivables:
Interest 278
Participant
contributions and
loan repayments 9,850
Employer contributions -
--------
Total assets 842,244
--------
LIABILITIES -
--------
Net assets available
for benefits $842,244
========
The accompanying notes are an integral part of these statements.
THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993
ASSETS
Receivables:
Assets from the Amax Plan (Notes 1 and 2) $11,912,027
Participant contributions and loan repayments 143,386
Employer contributions 50,135
-----------
Total assets 12,105,548
-----------
LIABILITIES -
----------
Net assets available for benefits $12,105,548
==========
The accompanying notes are an integral part of these statements.
THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1994
New
Common Partici- Stable Prime America Capital
Stock pant Value Reserve Growth Apprecia-
Total Fund Loans Fund Fund Fund tion Fund
----------- ---------- --------- ----------- ---------- ----------- ---------
Investment Income:
Interest and
dividends $ 481,022 $ - $ - $ 239,261 $ 103 $ 24,151 $ 7,135
Net realized gain
(loss) on
investments (78,039) 67,915 - - - (9,595) 29
Net unrealized
appreciation
(depreciation)
in fair value of
investments (285,903) (194,034) - - - (54,968) (4,066)
Employer contributions 536,307 536,307 - - - - -
Participant
contributions and
loan repayments 1,140,255 77,726 (496,648) 654,295 1,978 162,507 8,116
Transfers between
trustees - - - 5,897,168 - 1,428,274 -
Transfers between
Plan funds and loans - 113,058 467,634 (255,402) 6,621 (284,651) 80,787
Employee withdrawals (2,692,102) (257,726) (149,608) (1,063,490) - (75,436) (251)
---------- -------- -------- --------- --------- ---------- ---------
Net increase
(decrease) (898,460) 343,246 (178,622) 5,471,832 8,702 1,190,282 91,750
Net assets available
for benefits:
Beginning of year 12,105,548 436,824 1,042,068 - - - -
---------- --------- --------- --------- --------- ---------- ---------
End of year $11,207,088 $ 780,070 $ 863,446 $5,471,832 $ 8,702 $1,190,282 $ 91,750
========== ========= ========= ========= ========= ========== =========
Equity Interna- Spectrum Guaranteed
Index tional Income Fidelity Income
Fund Stock Fund Fund Balanced Fund
----------- ---------- --------- ----------- -----------
Investment Income:
Interest and
dividends $ 51,565 $ 14,143 $ 49,223 $ - $ 95,441
Net realized gain
(loss) on
investments 7,472 579 (1,458) (142,981) -
Net unrealized
appreciation
(depreciation)
in fair value of
investments 17,982 (16,051) (34,766) - -
Employer contributions - - - - -
Participant
contributions and
loan repayments 217,796 30,896 126,507 169,108 187,974
Transfers between
trustees 1,756,045 - 845,302 (4,029,621) (5,897,168)
Transfers between
Plan funds and loans (178,616) 206,025 (30,377) 162,980 (288,059)
Employee withdrawals (148,824) (250) (112,187) (252,677) (631,653)
---------- -------- -------- --------- ---------
Net increase
(decrease) 1,723,420 235,342 842,244 (4,093,191) (6,533,465)
Net assets available
for benefits:
Beginning of year - - - 4,093,191 6,533,465
---------- --------- --------- --------- ---------
End of year $ 1,723,420 $ 235,342 $ 842,244 $ - $ -
========== ======== ========= ========= =========
The accompanying notes are an integral part of these statements.
THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
Period from November 15, 1993 (Plan Inception) Through December 31, 1993
Transfer from the Amax Plan $11,835,048
Participant contributions and loan repayments 312,393
Employer contributions 100,700
Net change in investment income and change
in unrealized appreciation/depreciation 70,976
Withdrawals (213,569)
-----------
Increase in net assets 12,105,548
Net assets available for benefits - Plan inception -
-----------
End of period $12,105,548
The accompanying notes are an integral part of these statements.
THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
The following description of the Thrift Plan for Employees of Amax Gold Inc. and
its Subsidiaries (the "Plan") provides only general information. Refer to the
Plan agreement for a more complete description of the Plan's provisions. Cyprus
Minerals Company ("Cyprus") and Amax Inc. merged on November 15, 1993, forming
Cyprus Amax Minerals Company ("Cyprus Amax"). Prior to the merger, Amax Gold
Inc. ("Amax Gold" or the "Company") participated in the Amax Inc. Thrift Plan
for Salaried Employees (the "Amax Plan"). Effective November 15, 1993, the Amax
Plan was divided into two separate plans covering the employees of Amax Gold and
the former Amax Inc. Based on balances attributable to the Amax Gold employees
at the date of the merger, $11,835,048 was allocated to the Plan from the Amax
Plan, which amount, net of investment income and Plan activity for the period
from November 15, 1993, was received by the trustee in April 1994.
GENERAL
The Plan is a defined contribution plan maintained by the Company for salaried
employees ("Eligible Employees" or "Participants"). The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
ADMINISTRATION
The Plan is administered by the Thrift Plan Committee, which is comprised of
five Amax Gold officers appointed by the Company's Board of Directors. Internal
costs of Amax Gold to administer the Plan are paid by the Company. Other Plan
administrative expenses are paid either by the Plan or by the Company.
Administrative expenses paid by the Company during 1994 were $11,018. There
were no administrative expenses paid by the Plan during 1994.
ENROLLMENT
Eligible employees can enroll in the Plan at any time.
CONTRIBUTIONS
Effective April 1, 1994, participants can make contributions of up to 16 percent
of basic compensation. Amax Gold contributes an amount equal to 75 percent of
the first six percent of each Participant's contribution, which is invested 100
percent in Amax Gold common stock.
Participant rollover contributions are permitted at the discretion of the
Committee provided all legal requirements are satisfied.
VESTING
Effective April 1, 1994, all Participants are 100 percent vested in the employer
contributions to the Plan and the earnings thereon. Prior to April 1, 1994,
other than exceptions for which the Plan document specifically provided,
Participants became vested in the Company contribution and related earnings as
follows:
Years of Service Vested
---------------- ------
Less than 2 0%
2 but less than 3 25%
3 but less than 4 50%
4 but less than 5 75%
5 or more 100%
THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
FORFEITURES
Prior to the change in vesting on April 1, 1994, forfeitures of employer
contributions were used to reduce future employer contributions.
LOANS
Participants may borrow from their Plan accounts. Loans are paid in the form of
cash and may not exceed 50 percent of a Participant's vested account balance or
$50,000, reduced by the Participant's highest loan balance in the preceding
twelve months. Participants are charged a reasonable rate of interest on
outstanding loans as determined by the Thrift Plan Committee. In general, loan
terms may not exceed five years.
Loan repayments are made regularly through payroll deductions. A Participant
may prepay all of the outstanding loan balance; however, partial prepayments are
not allowed.
PARTICIPANT'S TAX STATUS
Participant contributions to the Plan may be deferred, at the election of the
Participant, for federal income tax purposes, subject to certain limitations.
Employer contributions and all earnings under the Plan are deferred for federal
income tax purposes. The amounts deferred under the Plan may become subject to
federal income tax when withdrawn. Participants may also choose to make after-
tax contributions to the Plan.
PLAN AMENDMENT
Effective May 1, 1994, the Plan was amended so that the Plan will recognize the
service of an employee transferred from Cyprus Amax for purposes of eligibility,
vesting and entitlement to share in Company contributions.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are presented on the accrual basis.
VALUATION OF ASSETS
Plan investments are valued at net asset value as determined by the Trustee,
based on the fair market value of the underlying investments.
Participant loans are valued at principal amount.
Tranfers of assets into the Plan are shown at fair market or contract 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.
3. INVESTMENT OPTIONS
Effective April 1, 1994, T. Rowe Price became the recordkeeper and trustee of
the Plan. Participants may elect to invest their contributions to the Plan in
Amax Gold common stock or the following T. Rowe Price funds: a money market
fund (Prime Reserve Fund); a bond fund (Spectrum Income Fund); a portfolio of
guaranteed investment contracts, bank investment contracts and structured
investment contracts (Stable Value Fund); and four equity funds (Equity Index
Fund, Capital Appreciation Fund, International Stock Fund, and New American
Growth Fund).
THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
4. TAX STATUS
Amax Gold has requested an IRS determination letter as to the qualified status
of the Plan. As of June 28, 1995, an IRS determination letter has not been
received. Management of the Company is of the opinion that the Plan fulfills
the requirements of a qualified plan and that the trust which forms a part of
the Plan is not subject to tax. Accordingly, no provision for federal or state
income taxes has been provided.
5. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500
Gains (losses) on the sale of investments as reported in the statements of
changes in net assets available for benefits 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. Due to timing of the distributions
by the Trustee, there were no benefits payable to Participants at December 31,
1994 or 1993.
Financial
Statements Adjustments Form 5500
----------- ------------ ------------
STATEMENT OF NET ASSETS AVAILABLE
FOR BENEFITS
Investments $10,193,384 $ - $10,193,384
Participant loans 863,446 - 863,446
Receivables:
Interest 4,098 - 4,098
Participant contributions and
loan repayments 102,731 - 102,731
Employer contributions 43,429 - 43,429
Benefits payable to withdrawing
participants - (299,569) (299,569)
----------- ----------- -----------
Net assets available for benefits $11,207,088 $(299,569) $10,907,519
=========== =========== ===========
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
Withdrawals $ 2,692,102 $ 299,569 $ 2,991,671
=========== =========== ===========
Schedule I
THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES
ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1994
Party in Description Historical Current
Interest Issuer of Investment Cost Value
- ---------- ------------------- --------------------- ---------- ----------
Yes Amax Gold Inc. Amax Gold Inc. $ 869,090 $ 732,100
Common Stock
No par value
(122,017 shares)
Yes Participant Loans Interest rate 863,446 863,446
7.0% - 11.5%
Yes T. Rowe Price Stable Value Fund 5,419,610 5,419,610
Yes T. Rowe Price Prime Reserve Fund 8,201 8,201
Yes T. Rowe Price New America Growth 1,231,635 1,176,666
Fund (46,289 units)
Yes T. Rowe Price Capital Appreciation 94,220 90,154
Fund (7,451 units)
Yes T. Rowe Price Equity Index Fund 1,686,293 1,704,275
(130,197 units)
Yes T. Rowe Price International Stock 246,312 230,262
Fund (20,341 units)
Yes T. Rowe Price Spectrum Income 866,882 832,116
Fund (82,306 units)
Schedule II
THRIFT PLAN FOR EMPLOYEES OF AMAX GOLD INC. AND ITS SUBSIDIARIES
INVESTMENT THAT REPRESENT FIVE PERCENT OR MORE OF TOTAL NET ASSETS
DECEMBER 31, 1994
Party in Current
Interest Issuer Description of Investment Value
- ---------- ----------------- ---------------------------- ----------
Yes Amax Gold Inc. Amax Gold Inc. Common Stock $ 732,100
No par value
Yes T. Rowe Price Stable Value Fund 5,419,610
Yes T. Rowe Price Equity Index Fund 1,704,275
Yes T. Rowe Price New America Growth Fund 1,176,666
Yes T. Rowe Price Spectrum Income Fund 832,116
Yes Participant Loans Interest rate 863,446
7.0% - 11.5%
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THRIFT PLAN FOR EMPLOYEES OF
AMAX GOLD INC. AND ITS SUBSIDIARIES
By /s/ MARK A. LETTES
-----------------------------------
Mark A. Lettes
Vice President and
Chief Financial Officer
Amax Gold Inc.
Dated: June 28, 1995