<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 18)*
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
MIM 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)
November 23, 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.
<PAGE>
<PAGE> 2
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).<PAGE>
<PAGE> 3
- --------------------
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 None
SHARES ----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
- ------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
None
- ------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- ------------------------------------------------------------
14. TYPE OF REPORTING PERSON
HC, CO
- ------------------------------------------------------------
<PAGE>
<PAGE> 4
This Amendment No. 18 to 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, July 16, 1993 and
October 12 and November 21, 1994 (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"),
supplements and, to the extent inconsistent therewith, amends the
information set forth in the Statement.
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 4. Purpose of Transaction.
MIM acquired 10,353,363 shares (the "Shares") of the Common
Stock prior to 1986 as an investment. On November 17, 1994, MIM and the
Issuer and CS First Boston Corporation ("CSFBC") and S.G. Warburg & Co.
Inc., as representatives of the several underwriters party thereto (the
"Underwriters"), entered into an underwriting agreement, dated November 17,
1994 (the "Underwriting Agreement"), providing for the sale of 6,650,000 of
the Shares at a purchase price of $27.02 per Share to the Underwriters.
Also on November 17, 1994, MIM and the Issuer and CS First Boston Limited,
S.G. Warburg Securities Ltd., Barclays De Zoete Wedd Limited, James Capel &
Co. Limited, Cazenove & Co., Commerzbank Aktiengesellschaft, Credit
Lyonnais Securities, Deutsche Bank Aktiengesellschaft, Generale Bank,
Internationale Nederlanden Bank N.V., Natwest Securities Limited, RBC
Dominion Securities Inc., Robert Fleming & Co. Limited and Swiss Bank
Corporation, entered into a subscription agreement, dated November 17, 1994
(the "Subscription Agreement"), providing for the sale of 2,850,000 of the
Shares at a purchase price of $27.02 per Share to the managers party
thereto (the "Managers"). Pursuant to the Underwriting Agreement and the
Subscription Agreement, the Underwriters and the Managers were granted an
option, exercisable by CSFBC, expiring at the close of business on the 30th
day after November 17, 1994 to purchase up to 853,363 additional Shares at
$27.02 per Share. CSFBC
<PAGE>
<PAGE> 5
advised MIM on November 18, 1994 of its intention to exercise the option in
full. The transaction closed on November 23, 1994, with the result being
the divestiture of all shares of the Issuer owned by MIM.
Item 6. Contracts, Arrangements, Understandings or
Relationships with respect to Securities
of the Issuer.
The Underwriting Agreement provided for the sale of 6,650,000
Shares to the several Underwriters at a price per Share of $27.02 on the
terms and subject to the conditions set forth therein. The Subscription
Agreement provided for the sale of 2,850,000 Shares to the Managers at a
price per share of $27.02. Pursuant to the Underwriting Agreement and the
Subscription Agreement, the Underwriters and the Managers were granted an
option, exercisable by CSFBC, expiring at the close of business on the 30th
day after November 17, 1994 to purchase up to 853,363 additional Shares at
$27.02 per Share. CSFBC advised MIM on November 18, 1994, of its intention
to exercise the option in full. The transactions, including the sale of
853,363 Shares pursuant to the exercise of the option by CSFBC, were
consummated as planned on November 23, 1994, and MIM has sold all of the
Shares.
<PAGE>
<PAGE> 6
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: December 6, 1994 M.I.M. Holdings Limited
By: /s/ David M. Munro
Name: David M. Munro
Title: Secretary and
General Counsel
