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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 16)*
ASARCO INCORPORATED
(Name of Issuer)
Common Stock, without par value
(Title of Class of Securities)
043413103
(CUSIP Number)
David M. Munro Copy to: Allan M. Chapin
M.I.M. Holdings Limited Sullivan & Cromwell
M.I.M. Plaza 250 Park Avenue
410 Ann Street New York, NY 10177
Brisbane, Queensland 4000 (212) 558-4000
Australia (011) 617-833-8000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 12, 1994
(Date of Event which Requires Filing of this Statement)
If a filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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- --------------------
CUSIP NO. 043413103
- --------------------
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.I.M. Holdings Limited (None)
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Queensland, Australia
- ------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 10,353,363
SHARES ----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 10,353,363
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
- ------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
10,353,363
- ------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 24.7%
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON
HC, CO
- ------------------------------------------------------------
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This Amendment No. 16 amends in its entirety the Statement on
Schedule 13D filed by M.I.M. Holdings Limited, a corporation organized
under the laws of the State of Queensland, Commonwealth of Australia
("MIM"), with the Securities and Exchange Commission on July 26, 1981, as
amended on August 18, September 2 and September 24, 1981, January 19,
March 19, June 8 and June 22, 1982, September 4, September 30, October 10,
and October 31, 1985, October 2, 1987, September 26 and December 24, 1990
and July 16, 1993 (as so amended, the "Statement"), with respect to shares
of Common Stock, without par value (the "Common Stock"), of ASARCO
Incorporated, a New Jersey corporation (the "Issuer").
Item 1. Security and Issuer.
The class of equity securities to which the Statement relates
is the Common Stock of the Issuer. The Issuer has its principal executive
offices at 180 Maiden Lane, New York, New York 10038.
Item 2. Identity and Background.
This Amendment No. 16 to the Statement is being filed by MIM,
which has its principal executive office and principal business address at
M.I.M. Plaza, 410 Ann Street, Brisbane, Queensland 4000, Australia. MIM is
principally engaged in the production and processing of minerals and
metals, including copper, silver, gold, lead, zinc and coal.
The name, business address, present principal occupation and
citizenship of each executive officer and director of MIM are set forth on
Appendix A hereto.
During the last five years MIM has not, and to the best
knowledge of MIM none of its executive officers or directors have been
convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors) or been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which it,
he or she is or was subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violations with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, an aggregate of 10,353,363 shares (the
"Shares") of Common Stock of the Issuer had been
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purchased by MIM. The aggregate purchase price (including commissions) of
such purchases was $342,319,060. The full amount of such aggregate
purchase price was provided out of the available working capital of MIM.
Item 4. Purpose of Transaction.
MIM acquired the Shares prior to 1986 as an investment
and to increase the Australian ownership of MIM. MIM and the Issuer
entered into a Stock Purchase Agreement, dated as of June 24, 1981, which
was amended and supplemented by agreements between MIM and the Issuer dated
September 29, 1985, September 14, 1987, September 10, 1990 and July 1, 1993
(as so amended and supplemented, the "Agreement"). A description of the
Agreement is set forth in Item 6 hereof. The Agreement is incorporated by
reference herein. Under the Agreement, MIM has the right to require the
Issuer, under certain conditions, to register 1,000,000 or more of the
Shares under the Securities Act of 1933 should MIM wish to sell such shares.
MIM is continuously evaluating its present and future interests
in, and intentions with respect to, the Issuer. Also, MIM has decided to
follow a strategy of concentrating on core businesses over which it has
direct control and which are low cost producers of the core products in
those businesses. Pursuant to the Agreement, on October 12, 1994, at
MIM's request the Issuer filed a registration statement with the Securities
and Exchange Commission to register all of the Shares. Subject to the
Agreement, when such registration statement is declared effective, MIM may
sell some or all of the Shares in a registered public offering and may sell
registered Shares directly to other purchasers or through agents. It is
currently proposed that, subject to market conditions, the sale be by way
of a broad distribution in accordance with the Agreement. Also MIM may, at
any time, decide not to dispose of any or all of the Shares or to
purchase additional shares of Common Stock.
Other than as discussed above, MIM currently has no plans to
effect:
(a) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries;
(b) a sale or transfer of a material amount of the assets of the
Issuer or any of its subsidiaries;
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(c) any change in the present Board of Directors or management of
the Issuer, including any change in the number or term of
directors or the filling of any vacancies on the Board of
Directors;
(d) any material change in the present capitalization or dividend
policy of the Issuer;
(e) any other material change in the Issuer's business or corporate
structure;
(f) any change in the Issuer's charter, by-laws or instruments
corresponding thereto or any other actions which may impede the
acquisition of control of the Issuer by any person;
(g) the delisting of any class of securities of the Issuer from a
national securities exchange or the ceasing to be authorized to
be quoted in an interdealer quotation system of a registered
national securities association;
(h) any class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934; or
(i) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
As of the date of this Amendment No. 16 to the Statement, MIM
beneficially owns 10,353,363 shares of Common Stock, or approximately 24.7%
of the 41,946,555 shares of Common Stock outstanding as of August 31, 1994.
MIM has the sole power to vote and to dispose of the Shares. As of the
date of this Amendment No. 16, Mr. Norman Fussell, Managing Director and
Chief Executive Officer of MIM, owns 500 shares of the Common Stock and
Peter Rowland, a director of MIM, owns 1,100 shares of the Common Stock. MIM
expressly disclaims beneficial ownership of such shares.
Item 6. Contracts, Arrangements, Understandings or
Relationships with respect to Securities
of the Issuer.
Pursuant to the Agreement, MIM has the right to designate two
nominees to the Issuer's Board of Directors so long as MIM owns more than
6,500,000 shares of Common Stock,
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adjusted for stock dividends or stock splits and so long as such ownership
constitutes more than 10% of the Common Stock. Pursuant to the Agreement,
at MIM's request the Issuer's management has recommended to the Issuer's
Board of Directors that Mr. Fussell and Mr. Rowland be included in the
slate of nominees recommended by the Issuer's Board of Directors to the
Issuer's shareholders for election as directors of the Issuer. Currently,
Mr. Fussell and Mr. Rowland serve as directors of the Issuer. Also
pursuant to the Agreement, the Issuer has the right to designate two
nominees to MIM's Board of Directors so long as the Issuer owns more than
241,718,641 MIM common shares, adjusted for stock dividends, stock splits
and rights offers and so long as such ownership constitutes more than 10%
of MIM's outstanding common shares. Pursuant to the Agreement, MIM's
management is required to recommend to MIM's Board of Directors that it
take all necessary action so that such nominees be elected to the Board of
Directors of MIM. The Issuer currently owns sufficient shares of MIM to
exercise this right but has advised MIM that it does not currently intend
to exercise this right.
Also pursuant to the Agreement, MIM has agreed, subject to
certain exceptions, to limit its beneficial ownership of the Common Stock
to 33-1/3% of the outstanding shares of Common Stock until such date (the
"Expiration Date") as shall be designated by MIM or the Issuer at such
party's sole discretion on twelve months' prior written notice to the other
party's chief executive officer; the Issuer has agreed to limit its
ownership of MIM's common shares to 40% for the same period.
The Issuer and MIM have also agreed, pursuant to the Agreement,
not to authorize or otherwise amend their organizational documents to
provide for the authorization of, or issue, voting securities which would
adversely affect in a discriminatory manner the voting rights of the other
party so long as the party in whose benefit such covenant runs owns 10% of
the voting securities of the other party.
The Issuer and MIM have also agreed, pursuant to the Agreement,
that prior to any sale, exchange, transfer or other disposition of any
shares of the other party owned by the Issuer or MIM, as the case may be,
to meet to consult and discuss in good faith for a period of (except in
certain circumstances) no less than 30 days the effects of such proposed
disposition.
Under the Agreement, with respect to shares of Common Stock
purchased by MIM between June 24, 1981 and
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December 31, 1982 (which shares constitute 4,938,400 shares of Common
Stock), MIM must provide the Issuer with prior written notice of any
proposed sale or transfer of 1,000,000 or more shares in a single
transaction, a group of selected transactions or pursuant to a program of
transactions, unless such proposed sale or transfer is pursuant to an
underwritten public offering or to a subsidiary of MIM. The Issuer has the
right to purchase all of the shares of Common Stock set forth in such
notice at the price set forth in such notice for 90 days after receipt by
the Issuer of such notice. The provisions of the Agreement described in
this paragraph are subject to the Expiration Date.
Also, under the Agreement, MIM has the right to require the
Issuer, under certain conditions, to register 1,000,000 or more of the
Shares under the Securities Act of 1933 should MIM wish to sell such
Shares. The Issuer has, at MIM's request, registered all of the Shares.
Item 7. Material to be Filed as Exhibits.
Exhibit Description
* Stock Purchase Agreement, dated
as of June 24, 1981, between MIM
and the Issuer
* Agreement, dated as of September 29,
1985, between MIM and the Issuer
* Agreement, dated as of September 14, 1987,
between MIM and the Issuer
* Agreement, dated as of September 10, 1990,
between MIM and the Issuer
* Agreement, dated as of July 1, 1993,
between MIM and the Issuer
* Previously filed
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: October 12, 1994 M.I.M. Holdings Limited
By: /s/ N.C. Fussell
Name: N.C. Fussell
Title: Managing Director and
Chief Executive Officer
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ANNEX A
Executive Officers and Directors
of
M.I.M. Holdings Limited
The following table sets forth the name, residence or business address and
present principal occupation or employment of each executive officer and
director of M.I.M. Holdings Limited ("MIM") and the name, principal
business and address of any corporation or organization in which such
employment is conducted. Unless otherwise indicated, the business address
of each of the following persons is c/o M.I.M. Holdings Limited, M.I.M.
Plaza, 410 Ann Street, Brisbane, Queensland 4000, Australia. Unless
otherwise indicated, each of the following persons is a citizen of the
Commonwealth of Australia.
R. B. Vaughan A.O. Chairman and Member of the
147 Pentecost Avenue Board of Directors of MIM
Turramurra
New South Wales 2074
Australia
E. D. Cameron Member of the Board of
9 Illawarra Street Directors of MIM;
Mosman Company Director
New South Wales 2088
Australia
I. A. Deveson A.O. Member of the Board of
Channel 7 Directors of MIM;
119 Wells Street Chairman Channel 7 Company;
South Melbourne Director
Victoria 3205
Australia
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N. Coldman-Fussell Member of the Board of
Directors of MIM and
Managing Director and Chief
Executive Officer of MIM
J. Middlin A.M. Member of the Board of
Directors of MIM; Company
Director
P. R. Rowland Member of the Board of
c/o Feez Ruthning Directors of MIM;
Riverside Centre Consultant to Feez Ruthning
123 Eagle Street (solicitors and notaries);
Brisbane, Queensland 4000 Company Director
Australia
A. Turnbull Member of the Board of
81 Bay Street Directors of MIM;
Beauty Point Company Director
Mosman, Sydney
NSW 2008
Australia
L. E. Tutt Member of the Board of
Bowater Industries Directors of MIM;
Australia Limited Chairman and Chief
Level 13, Executive
131 Macquarie Street Bowater Industries
Sydney, New South Wales Australia
2000
Australia
J.S.H. Fitton Executive General Manager
and Chief Financial Officer
of MIM
I. A. Goddard Managing Director of
Highlands Gold Limited Highlands Gold
P. O. Box 1486
Port Moresby, Papua
New Guinea
D. M. Munro Secretary and General
Counsel of MIM
P.J. Slaughter Executive General Manager -
Lead and Zinc of MIM
B. J. K. Sullivan Executive General Manager -
c/o Mount Isa Mines Isa Services
Limited
Mount Isa, Queensland 4825
Australia
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T. White Executive General Manager -
Coal of MIM
P. J. Wright Executive General Manager -
Corporate Development of
MIM
J. E. Catterall Executive General Manager -
Corporate Services of MIM
J. McFadden Executive General Manager -
Copper of MIM
R.S.H. Fardon Executive General Manager -
Mineral Resources of MIM
