SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1995
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 1-9620
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
---------------
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
--- ---
Common Stock Outstanding, $0.01 par value, as of August 2, 1995 - 87,940,116
shares
Total Pages - 15
Exhibit Index Located on Page 13
1
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMAX GOLD INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except per share amounts)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
------------------- -------------------
1995 1994 1995 1994
------- ------- -------- --------
Revenues $26,700 $27,900 $ 49,400 $ 51,700
------- ------- -------- --------
Costs and operating expenses:
Costs of sales 20,600 19,600 40,300 40,200
Depreciation and depletion 5,300 7,500 10,700 13,400
General and administrative 1,900 1,600 3,600 3,300
------- ------- -------- --------
Total costs and operating expenses 27,800 28,700 54,600 56,900
------- ------- -------- --------
Gross operating loss (1,100) (800) (5,200) (5,200)
Exploration expense (1,500) (1,100) (2,200) (1,400)
------- ------- -------- --------
Loss from operations (2,600) (1,900) (7,400) (6,600)
Interest expense (2,200) (2,200) (4,100) (4,600)
Interest income and other 300 600 1,000 1,000
------- ------- -------- --------
Loss before income taxes and cumulative
effect of accounting change (4,500) (3,500) (10,500) (10,200)
Income tax benefit - - - 1,500
------- ------- -------- --------
Loss before cumulative effect of
accounting change (4,500) (3,500) (10,500) (8,700)
Cumulative effect of accounting change,
net of income tax provision of $2,000 - - - 7,500
------- ------- -------- --------
Net loss (4,500) (3,500) (10,500) (1,200)
Preferred stock dividends (1,700) - (3,400) -
------- ------- -------- --------
Loss attributable to common shares $(6,200) $(3,500) $(13,900) $ (1,200)
======= ======= ======== ========
Per common share:
Loss before cumulative
effect of accounting change $ (.08) $ (.05) $ (.17) $ (.12)
Cumulative effect of
accounting change - - - .09
------- ------- -------- --------
Net loss $ (.08) $ (.05) $ (.17) $ (.03)
======= ======= ======== ========
Weighted average common
shares outstanding 81,312 78,208 81,297 78,197
======= ======= ======== ========
The accompanying notes are an integral part of these statements.
2
AMAX GOLD INC.
CONSOLIDATED BALANCE SHEET
(Dollars in thousands except share and per share amounts)
(Unaudited)
June 30, December 31,
1995 1994
-------- ------------
ASSETS
Cash and equivalents $ 27,500 $ 36,700
Inventories 27,500 28,600
Receivables 11,200 2,900
Other 7,400 4,500
-------- --------
Current assets 73,600 72,700
Property, plant and equipment, net 367,600 313,300
Other 26,800 17,200
-------- --------
Total assets $468,000 $403,200
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable, trade $ 11,000 $ 4,000
Accounts payable, affiliates 300 600
Accrued and other current liabilities 14,700 15,100
Reclamation reserve, current portion 2,000 2,000
Current maturities of gold and currency financings 27,100 23,900
-------- --------
Current liabilities 55,100 45,600
Long-term portion of gold and currency financings 151,000 83,200
Reclamation reserve, noncurrent portion 12,000 11,100
Deferred income taxes 10,000 10,000
Other 7,900 7,800
-------- --------
Total liabilities 236,000 157,700
Commitments and contingencies - -
Shareholders' equity:
Preferred stock, par value $1.00 per share, authorized
10,000,000 shares, of which 2,000,000 shares have been
designated as Series A Convertible Preferred Stock, no
shares issued and outstanding, 1,840,000 shares have
been designated as Series B Convertible Preferred Stock,
issued and outstanding 1,840,000 shares and 1,600,000
shares have been designated as Series C Convertible
Preferred Stock, no shares issued and outstanding 1,800 1,800
Common stock, par value $.01 per share, authorized
200,000,000 shares, issued and outstanding 81,330,974
shares in 1995 and 81,267,708 shares in 1994 800 800
Paid-in capital 258,800 258,400
Accumulated deficit (29,400) (15,500)
Common stock in treasury, at cost (1,991 shares) - -
-------- --------
Total shareholders' equity 232,000 245,500
-------- --------
Total liabilities and shareholders' equity $468,000 $403,200
======== ========
The accompanying notes are an integral part of these statements.
3
AMAX GOLD INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Six Months Ended
June 30,
--------------------
1995 1994
--------- ---------
Cash Flows from Operating Activities
Net loss $(10,500) $ (1,200)
Adjustments to reconcile net loss to
cash provided by operating activities:
Depreciation and depletion 10,700 13,400
Increase in reclamation reserves 900 1,200
Cumulative effect of accounting change - (7,500)
Decrease in deferred income taxes - (900)
Other 800 (900)
Decrease (increase) in working capital items (5,900) 2,500
-------- --------
Net cash provided (used) by operating activities (4,000) 6,600
-------- --------
Investing Activities
Capital expenditures (61,500) (8,500)
Loan to joint venture partner (10,000) -
Proceeds from repayment of loans 1,200 -
Other - (1,000)
-------- --------
Net cash used by investing activities (70,300) (9,500)
-------- --------
Financing Activities
Proceeds from financings 82,800 61,700
Repayments of financings (11,800) (57,600)
Deferred financing costs (2,500) (1,600)
Cash dividends paid (3,400) -
Other - (300)
-------- --------
Net cash provided by financing activities 65,100 2,200
-------- --------
Net decrease in cash and equivalents (9,200) (700)
Cash and equivalents at January 1 36,700 7,500
-------- --------
Cash and equivalents at June 30 $ 27,500 $ 6,800
======== ========
The accompanying notes are an integral part of these statements.
4
AMAX GOLD INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. FINANCIAL STATEMENT ADJUSTMENTS AND FOOTNOTE DISCLOSURES
The accompanying financial statements are unaudited; however, in the opinion of
management, all adjustments (consisting only of normal recurring adjustments)
necessary for a fair presentation have been made. These financial statements
should be read in conjunction with the financial statements and related notes
included in the annual report on Form 10-K for Amax Gold Inc. (the "Company")
for the year ended December 31, 1994 on file with the Securities and Exchange
Commission.
As discussed in Notes 1 and 5 to the Company's 1994 financial statements, the
Company changed its method of accounting for the costs of ore loaded on heap
leach pads, to record such costs as work-in-process inventory. Previously the
Company had expensed these costs as incurred. Accordingly, all of the 1994
periods were restated to reflect the adoption of this policy as of January 1,
1994 and the Company recognized a $7.5 million benefit (net of an income tax
provision of $2.0 million) relating to the cumulative effect of the accounting
change for periods prior to 1994.
2. RESTRICTED CASH AND EQUIVALENTS
The proceeds received from the gold loan described in Note 4 and an equity
contribution made by the Company to Compania Minera Maricunga, the joint venture
company developing the Refugio project, are restricted for development of the
Refugio project. At June 30, 1995, the Company's cash and equivalents included
$14.6 million which is restricted.
3. INVENTORIES
Inventories consist of the following (in millions):
June 30, December 31,
1995 1994
-------- ------------
Precious metals refined and in-process $21.1 $21.8
Materials and supplies 6.4 6.8
----- -----
$27.5 $28.6
===== =====
4. GOLD AND CURRENCY FINANCINGS
The following table summarizes the Company's outstanding debt at June 30, 1995
(in millions):
Current Noncurrent Total
------- ---------- ------
Gold loans $ - $ 42.5 $ 42.5
Gold leases - 23.8 23.8
Currency borrowings 27.1 44.7 71.8
Borrowings from Cyprus Amax - 40.0 40.0
----- ------ ------
$27.1 $151.0 $178.1
===== ====== ======
In February 1995, Compania Minera Maricunga borrowed $85 million denominated in
gold under the Refugio financing arrangement with a group of banks. The
Company's 50 percent share is 111,842 ounces at $380 per ounce. The Company has
entered into various hedging transactions
5
to generate additional revenues associated with these borrowed ounces. Such
additional revenues, $5 per ounce at June 30,1995, will be recognized as loan
repayments are made.
In June 1995, the stockholders of the Company approved an agreement with Cyprus
Amax under which Cyprus Amax provided the Company with an $80 million line of
credit available until December 31, 2001, with certain equity features. As of
June 30, 1995, the Company has borrowed $35 million under this line of credit.
During July 1995, Cyprus Amax elected to convert the outstanding $35 million
plus interest into common stock of the Company at a price of $5.362 per share.
As a result of this conversion, 6.6 million additional common shares were issued
and Cyprus Amax record ownership in the Company increased to approximately 47
percent. As of August 14, 1995, an additional $30 million has been borrowed
under the remaining $45 million line of credit.
In June 1995, the shareholders of the Company also approved an extension to
December 31, 2001 from April 30, 1997 of a $100 million convertible line of
credit from Cyprus Amax. At June 30, 1995, $5 million was outstanding under the
$100 million line of credit, approximately $87 million was designated to support
certain credit arrangements and approximately $8 million was available and not
yet designated.
5. HEDGE CONTRACTS
As of June 30, 1995, the Company's outstanding hedge contracts are as follows:
Average
Gold Price
Ounces Per Ounce Period
------- --------- -------------------------
Forward sales contracts/(1)/ 279,166 $427 July 1995 - December 1995
Option contracts:
Purchased put options 726,500 $423 July 1995 - December 2001
Sold put options 66,300 $381 July 1995 - March 1996
Purchased call options 285,000 $417 July 1995 - December 1996
Sold call options 253,850 $430 July 1995 - December 1996
/(1)/Represents the net forward sales position which was made primarily on a
spot deferred forward basis which allows the Company to defer the delivery
of gold ounces to a later date at a renegotiated gold price.
The Company also has outstanding compound put options for 397,000 ounces of gold
at $435 per ounce and compound call options for 120,000 ounces of gold at $411
per ounce. If exercised, these options expire through December 2001.
The market value of the Company's forward contracts, put and call options and
compound options at June 30, 1995 was approximately $17.2 million. Future
market valuations for these contracts are dependent on gold market prices,
option volatility and interest rates, which can vary significantly. These
contracts will be utilized in the future to hedge against declines in gold
market prices for the Company's future gold production while maintaining
benefits in the event of higher gold market prices.
Interest rate hedge contracts entered into by the Company consist of interest
rate swap, option and cap agreements to reduce the impact of changes in interest
rates on its financing facilities. At June 30, 1995, the Company had interest
rate swap option agreements outstanding having a total principal amount of $80
million which will allow the Company to fix interest rates from 6.79 percent to
6.85 percent for the period through December 2000.
6
6. COMMITMENTS AND CONTINGENCIES
Reclamation, site restoration and closure costs are accrued on a units-of-
production basis using estimates based upon current federal, state and Chilean
laws and regulations governing the protection of the environment. At June 30,
1995, the Company had accrued $14 million for such costs. These laws and
regulations are continually changing and generally becoming more restrictive.
Any changes in these laws and regulations could impact future estimated
reclamation costs. Total reclamation costs for the Company at the end of the
current operating mine lives are estimated at approximately $18 million.
On June 5, 1995, Lassen Gold Mining, Inc. ("Lassen Gold"), a wholly-owned
subsidiary of the Company that owns the Hayden Hill Mine, received a Notice of
Violation of Waste Discharge Requirements and NPDES Permit, issued by the
California Regional Water Quality Control Board ("CRWQCB"). Several violations
were cited relating to water quality at Hayden Hill. On June 12, 1995, Lassen
Gold received a Clean-up and Abatement Order ("Order") issued by the CRWQCB
requiring the Company to bring Hayden Hill into full compliance with water
quality permits by October 15, 1995. A corrective action plan was submitted to
CRWQCB during June 1995 which the Company believes will remedy all water permit
violations addressed in the Order. The capital costs to be incurred to achieve
full compliance with the Order are estimated to be approximately $3.0 million.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth the Company's gold production, production costs,
ounces of gold sold and average realized prices for the periods indicated.
Three Months Ended Six Months Ended
June 30, June 30,
------------------- --------------------
1995 1994/(3)/ 1995 1994/(3)/
------- ---------- -------- ----------
GUANACO MINE:
Ounces of gold produced 17,335 15,293 37,439 30,885
Average cost per ounce produced:
Cash production cost/(1)/ $ 379 $ 395 $ 346 $ 370
Depreciation and depletion 149 146 148 146
------- ---------- -------- ----------
Total production cost $ 528 $ 541 $ 494 $ 516
------- ---------- -------- ----------
HAYDEN HILL MINE:
Ounces of gold produced 18,775 21,543 36,617 33,350
Average cost per ounce produced:
Cash production cost/(1)/ $ 312 $ 366 $ 315 $ 409
Depreciation and depletion 87 105 87 105
------- ---------- -------- ----------
Total production cost $ 399 $ 471 $ 402 $ 514
------- ---------- -------- ----------
SLEEPER MINE:
Ounces of gold produced 23,700 32,471 40,996 58,401
Average cost per ounce produced:
Cash production cost/(1)/ $ 317 $ 207 $ 355 $ 250
Depreciation and depletion 50 92 50 92
------- ---------- -------- ----------
Total production cost $ 367 $ 299 $ 405 $ 342
------- ---------- -------- ----------
WIND MOUNTAIN MINE:
Ounces of gold produced 1,802 3,317 3,054 6,591
Average cost per ounce produced:
Cash production cost/(1)/ $ 178 $ 130 $ 223 $ 159
Depreciation and depletion - - - -
------- ---------- -------- ----------
Total production cost $ 178 $ 130 $ 223 $ 159
------- ---------- -------- ----------
TOTAL:
Ounces of gold produced 61,612 72,624 118,106 129,227
Average cost per ounce produced:/(2)/
Cash production cost/(1)/ $ 329 $ 290 $ 336 $ 315
Depreciation and depletion/(2)/ 88 103 91 104
------- ---------- -------- ----------
Total production cost $ 417 $ 393 $ 427 $ 419
======= ========== ======== ==========
Ounces of gold sold 65,823 69,342 121,815 128,750
Average price per ounce sold $ 406 $ 402 $ 406 $ 402
======= ========== ======== ==========
/(1)/ Cash production costs include all operating costs at the mine sites,
including overhead, and, where applicable, Nevada net proceeds tax,
royalties and credits for silver by-products.
/(2)/ Average costs weighted by ounces of gold produced at each mine.
/(3)/ Restated for a fourth quarter 1994 change in the method of accounting for
heap leach inventory, retroactive to January 1, 1994.
8
RESULTS OF OPERATIONS
The Company recognized a net loss of $4.5 million before dividends of $1.7
million on preferred stock for the second quarter of 1995 compared to a net loss
of $3.5 million during the second quarter of 1994. For the first six months of
1995, the Company recognized a net loss of $10.5 million before dividends of
$3.4 million on preferred stock, compared to a net loss of $1.2 million for the
first six months of 1994. The first six months of 1994 include after tax income
of $7.5 million relating to the cumulative effect of a change in accounting for
leach pad inventory. The first six months of 1994 also include an income tax
benefit of $1.5 million which resulted from the drawdown of deferred federal tax
liabilities, which were fully utilized in 1994. Results in 1995 do not
include any tax benefit because the Company is not assured of utilizing tax
loss carryforwards in future periods.
Revenues for the second quarter and the first six months of 1995 decreased by 4
percent compared to each of the same periods for 1994. The decrease during the
1995 periods is the result of lower sales volumes somewhat offset by higher
realized gold prices. The lower sales volume is primarily the result of lower
production at Sleeper which is nearing the end of its mine life.
The Company realized an average selling price of $406 per ounce for both the
second quarter and first six months of 1995, compared to $402 per ounce during
each of the same periods during 1994. Average realized prices include hedging
benefits from closing forward sales contracts and gold options at prices above
market. The average COMEX gold price for the first six months of 1995 was $384
per ounce compared to $383 per ounce for the first six months of 1994.
Cost of sales increased by 5 percent for the second quarter of 1995 compared to
the second quarter of 1994. For the first six months of 1995, cost of sales
were approximately the same as for the first six months of 1994. These results
occurred despite lower sales volumes which occurred during both of the 1995
periods compared to the corresponding 1994 periods. On a per ounce basis, cash
production costs were $329 for the second quarter and $336 for the first six
months of 1995. This compares to $290 for the second quarter of 1994 and $315
for the first six months of 1994.
Cash production costs per ounce were significantly higher for the second quarter
and the first six months of 1995 compared to the second quarter and first six
months of 1994. This increase was the result of significantly lower gold
production at Sleeper where production decreased by 27 percent for the second
quarter of 1995 compared to the second quarter of 1994, and by 30 percent for
the first six months of 1995 compared to the first six months of 1994. These
production decreases resulted from the processing of significantly lower mill
ore grades which decreased to .098 and .087 ounces per ton, respectively, for
the second quarter and first six months of 1995 compared to .131 ounces per ton
for the second quarter of 1994 and .115 ounces per ton for the first six months
of 1994. An additional factor contributing to reduced production at Sleeper in
1995 was lower gold recovery rates attributable to the lower grade mill ore
processed during 1995 compared to 1994. Fluctuations in ore grades and
resulting production are expected as Sleeper nears the end of its mine life.
The higher cash production costs per ounce at Sleeper were somewhat offset by
lower cash production costs per ounce at Guanaco and Hayden Hill. At Guanaco,
the reduction in cash production costs per ounce resulted from higher production
which increased by 2,042 ounces for the second quarter of 1995 compared to the
second quarter of 1994 and by 6,554 ounces for the first six months of 1995
compared to the first six months of 1994. These production increases are
primarily attributable to processing higher grade ore somewhat offset by lower
crusher throughput. The Company is currently evaluating alternatives for
improving crusher throughput. At Hayden Hill, the reduction of cash production
costs per ounce during the second quarter and first six months of 1995 compared
to the second quarter and first six months of 1994 was the result of the mining
and processing of significantly higher grade ores. Processing higher grade ore
is expected to continue through the remainder of 1995.
9
Depreciation and depletion decreased by $2.2 million during the second quarter
of 1995 compared to the second quarter of 1994. This decrease resulted from a
15 percent reduction in production during the second quarter of 1995 compared to
the second quarter of 1994 in addition to lower depletion rates at Sleeper and
Hayden Hill. The rate at Sleeper is lower during 1995 since the number of
ounces expected to be produced over the remaining life of the property has
increased. The Hayden Hill rate declined during 1995 because estimates of
capital expenditures required to produce the remaining ounces have decreased.
These reductions were somewhat offset by increased production from Guanaco which
has a higher depreciation rate. Depreciation and depletion decreased by $2.7
million during the first six months of 1995 compared to the first six months of
1994. This decrease is primarily attributable to the reasons discussed above.
General and administrative expenses were $0.3 million higher for the second
quarter and first six months of 1995 compared to the second quarter and first
six months of 1994. This increase resulted from higher third party costs
associated with proxy solicitation activities during 1995.
Exploration expense increased by $0.4 million and $0.8 million, respectively,
for the second quarter and first six months of 1995 compared to the second
quarter and first six months of 1994. The primary reasons for the increase
during the 1995 periods is increased exploration activity at the Cerro Quema
property in Panama, an advanced stage exploration project which the Company has
the option to purchase from Cyprus Amax upon completion of a feasibility study.
Interest expense was the same for the second quarter in 1995 compared to the
second quarter of 1994. Higher interest costs resulted from increased debt
offset by capitalized interest on the Fort Knox and Refugio projects which are
presently under construction. Interest expense for the first six months of 1995
was $0.5 million lower than the first six months of 1994, primarily the result
of interest capitalized on the Fort Knox and Refugio projects as well as the
slightly lower weighted average interest rate during the first six months of
1995 compared to the first six months of 1994, which is primarily the result of
a lower interest rate associated with the gold loan entered into during early
1995.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital was $18.5 million at June 30, 1995 compared to
$27.1 million at December 31, 1994. During the first six months of 1995, the
Company had negative cash flow from operations of $4.0 million compared to cash
generated from operations of $6.6 million during the first six months of 1994.
Lower revenues and an increase in working capital items during 1995 are the
primary reasons for the decrease in cash generated from operations. The
majority of the increase in working capital items resulted from increases in the
Company's share of refundable value added taxes of $6.3 million from the Chilean
government for expenditures incurred on the Refugio project.
Cash used for investing activities was $70.3 million for the first six months of
1995 compared to $9.5 million for the first six months of 1994. The increase in
1995 is the result of development expenditures at the Fort Knox and Refugio
projects which totaled $59 million for the first six months of 1995.
Additionally, pursuant to terms of the acquisition of the Company's interest in
the Refugio project, the Company loaned $10 million to its joint venture partner
to be held in escrow to support the partner's loan guarantee.
Net financing activities generated cash of $65.1 million for the first six
months of 1995. During the first six months, the joint venture company
developing the Refugio project borrowed $85 million drawn in gold under a
project financing arrangement with a group of banks. The Company is severally
liable until completion of the project for its 50 percent
10
share. As of June 30, 1995 the Company also borrowed $35 million from Cyprus
Amax under a $80 million line of credit. During July 1995, Cyprus Amax elected
to convert the outstanding $35 million plus interest into 6.6 million shares of
common stock of the Company. The remaining $45 million is also expected to be
borrowed and converted to common stock during the third quarter of 1995. In
addition, in June 1995 the Company borrowed $5 million under a $100 million
line of credit from Cyprus Amax. Under the $100 million line of credit, $87
million is designated as support for other loans and $8 million remain
available. The Company paid dividends to Preferred Stock shareholders totaling
$1.875 per preferred share during the first six months of 1995.
Capital expenditures for 1995 are expected to be approximately $207 million
including $145 million at Fort Knox, $54 million for the Company's share at
Refugio and $8 million at operating properties. As discussed above, funding for
Refugio was obtained during the first quarter of 1995 while the Company has a
commitment, subject to successful completion, for a $250 million commercial
financing for Fort Knox. The Company expects to pay down certain outstanding
loans with a portion of the Fort Knox financing.
Cash flows from operations for the remainder of 1995 are expected to be
sufficient to fund operating and administrative expenses, exploration
expenditures and interest payments on outstanding debt. With the finalization
of the Refugio financing during 1995, the expected drawdown of a portion of the
Fort Knox financing during the third quarter of 1995, and the remaining credit
from Cyprus Amax, the Company is expected to be able to satisfy its 1995 capital
and debt service requirements.
11
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(A) An annual meeting of stockholders was held on June 2, 1995.
(B) Six directors, comprising the entire Board of the Company, were
reelected pursuant to (i) proxies for the meeting having been
solicited pursuant to Regulation 14A under the Exchange Act, (ii)
no solicitation in opposition to the management's nominees as
listed in the proxy statement, and (iii) reelection of all
nominees.
(C) Five proposals were submitted for approval, which were passed with
voting results as follows:
1) Six directors were reelected to serve until the annual meeting
of stockholders in 1996, based on the following tabulations:
(1) Allen Born: 75,785,348 affirmative votes, 561,964 withheld
(2) Gerald J. Malys: 75,781,598 affirmative votes, 565,714
withheld
(3) Rockwell A. Schnabel: 75,881,021 affirmative votes, 466,291
withheld
(4) Vernon F. Taylor, Jr.: 75,859,181 affirmative, 488,131
withheld
(5) Milton H. Ward: 75,799,994 affirmative votes, 547,318
withheld; and
(6) Russell L. Wood: 75,883,225 affirmative votes, 464,087
withheld.
2) The selection of Price Waterhouse as independent accountants
for the current fiscal year was approved by a tabulation of
76,058,069 votes in favor, 155,254 votes against, 133,989
abstaining, and 0 broker non-votes.
3) The DOCLOC I Amendment, an amendment extending the date of an
agreement between the Company and Cyprus Amax pursuant to which
Cyprus Amax provides a $100 million double convertible
revolving line of credit to the Company to December 2001, was
approved by a tabulation of 33,957,985 in favor (excluding
Cyprus Amax's 34,325,564 votes in favor), 348,372 votes
against, 349,293 abstaining, and 7,366,098 broker non-votes.
4) DOCLOC II, an agreement pursuant to which Cyprus Amax provides
an $80 million convertible line of credit and up to 1,600,000
shares of Series C Preferred Stock and up to 14,919,806 shares
of common stock may be issued to Cyprus Amax by the Company,
was approved by a tabulation of 33,876,002 in favor (excluding
Cyprus Amax's 34,325,564 votes in favor), 438,862 against,
340,456 abstaining, and 7,366,428 broker non-votes.
5) Reincorporation of the Company, pursuant to which the Company
will elect not to be governed by Section 203 of the Delaware
General Corporation Law, thereby permitting the Company to
engage in business transactions with Cyprus Amax (or any
interested stockholder) without requiring the approval of 66
2/3% of all stockholders excluding Cyprus Amax (or the
interested stockholder) and its affiliates and associates, was
approved by a tabulation of 33,562,568 in favor (excluding
Cyprus Amax's 34,325,564 votes in favor), 754,183 against,
338,538 abstaining, and 7,366,459 broker non-votes.
12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) Exhibits
Exhibit Number Exhibit
-------------- -------
(10a) Amendment to $100 million Revolving
Credit Agreement
(10b) $80 million Revolving Credit
Agreement
(27) Financial Data Schedule
(B) Reports on Form 8-K - None
13
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.
AMAX GOLD INC.
By /s/ DAVID L. MUELLER
--------------------
David L. Mueller
Vice President and Controller
(principal accounting officer)
Dated: August 14, 1995
14