SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
1993 FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993 Commission file number 1-164
ASARCO Incorporated
(Exact name of registrant as specified in its charter)
New Jersey 13-4924440
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
180 Maiden Lane, New York, N.Y. 10038
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 510-2000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange
Title of each class on which registered
Common Stock, without par value New York Stock Exchange
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of March 16, 1994, there were of record 41,800,237 shares of Common Stock,
without par value, outstanding, and the aggregate market value of the shares of
Common Stock (based upon the closing price of Asarco Common Stock on the New
York Stock Exchange - Composite Transactions) of ASARCO Incorporated held by
nonaffiliates was approximately $1,108 million.
PORTIONS OF THE FOLLOWING DOCUMENTS ARE INCORPORATED BY REFERENCE:
Part III: Proxy statement in connection with the Annual Meeting to be held on
April 27, 1994.
Part IV: Exhibit index is on pages D1 through D3.
</PAGE>
<PAGE>
ASARCO Incorporated and Subsidiaries
FORM 10-K/A
December 31, 1993
INDEX
PAGE
NUMBER
FORM 10-K/A i
ITEM 14 ii
EXHIBIT INDEX D1 - D3
FORM 11-K D14 - D28
</PAGE>
<PAGE>
ASARCO Incorporated and Subsidiaries
FORM 10-K/A
December 31, 1993
The undersigned registrant hereby amends the 1993 Annual Report on Form 10-
K as set forth in the pages attached hereto to add the information, financial
statements and exhibits required by Form 11-K filed with respect to the Savings
Plan of ASARCO Incorporated and Participating Subsidiaries pursuant to Rule 15d-
21.
The following item has been refiled to reflect such amendments:
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
As the Exhibits are considered a "discrete filing item", the Exhibits and
Exhibit Index as amended have been refiled.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
ASARCO Incorporated
By /s/ K.R. Morano
____________
K.R. Morano
Vice President and
Chief Financial Officer
Date: June 29, 1994
i
</PAGE>
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
ii
</PAGE>
<PAGE>
ASARCO Incorporated
EXHIBIT INDEX
Exhibit Indexed
No. Description on page
3. Certificate of Incorporation and By-Laws
(a) Certificate of Incorporation - restated, filed May 4,
1970
(Filed as an Exhibit to the Company's 1980 Annual
Report on Form 10-K and incorporated herein by
reference)
(b) Certificate of Amendment to the Certificate of
Incorporation effective April 23, 1975
(Filed as an Exhibit to the Company's 1980 Annual
Report on Form 10-K and incorporated herein by
reference)
(c) Certificate of Amendment of Certificate of
Incorporation executed April 14, 1981
(Filed as an Exhibit to the Post-Effective Amendment
No. 8 to Registration Statement No. 2-47616, filed
April 30, 1981 and incorporated herein by reference)
(d) Certificate of Amendment of Restated Certificate of
Incorporation filed on May 6, 1985
(Filed as an Exhibit to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31,
1985 and incorporated herein by reference)
(e) Certificate of Amendment of Certificate of
Incorporation filed July 21, 1986
(Filed as an Exhibit to the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1986 and
incorporated herein by reference)
(f) Certificate of Amendment of Restated Certificate of
Incorporation, as amended filed April 22, 1987
(Filed as an Exhibit to the Company's 1987 Annual
Report on Form 10-K and incorporated herein by
reference)
(g) Statement of Cancellation filed July 31, 1987 whereby
155,000 shares of Series A Cumulative Preferred Stock
and 862,500 shares of $9.00 Convertible Exchangeable
Preferred Stock were cancelled
(Filed as an Exhibit to the Company's 1987 Annual
Report on Form 10-K and incorporated herein by
reference)
(h) Statement of Cancellation filed November 20, 1987
whereby 1,026,900 shares of Series A Cumulative
Preferred Stock were cancelled
(Filed as an Exhibit to the Company's 1987 Annual
Report on Form 10-K and incorporated herein by
reference)
(i) Statement of Cancellation filed December 18, 1987
whereby 1,250,000 shares of Series B Cumulative
Convertible Preferred Stock were cancelled
(Filed as an Exhibit to the Company's 1987 Annual
Report on Form 10-K and incorporated herein by
reference)
D1
</PAGE>
<PAGE>
ASARCO Incorporated
EXHIBIT INDEX
(Continued)
Exhibit Indexed
No. Description on page
(j) Statement of Cancellation filed March 3, 1988 whereby
27,000 shares of Series A Cumulative Preferred Stock
were cancelled
(Filed as an Exhibit to the Company's 1987 Annual
Report on Form 10-K and incorporated herein by
reference)
(k) Certificate of Amendment of Restated Certificate of
Incorporation, as amended, filed August 7, 1989
(Filed as an Exhibit to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30,
1989 and incorporated herein by reference)
(l) By-Laws as last amended on June 26, 1991
(Filed as an Exhibit to the Company's 1991 Annual
Report on Form 10-K and incorporated herein by
reference.)
4. Instruments defining the rights of security holders,
including indentures
(a) There are currently various separate indentures,
agreements or similar instruments under which long-
term debt of Asarco is currently outstanding. The
Registrant hereby agrees to furnish to the
Commission, upon request, a copy of any of the
instruments which define the rights of holders of
long-term debt securities. None of the outstanding
instruments represents long-term debt securities in
excess of 10% of the total assets of Asarco as of
December 31, 1993
(b) Form of Rights Agreement dated as of July 26, 1989,
between the Company and First Chicago Trust Company
of New York, as Rights Agent, defining the rights of
shareholders under a July 1989 Shareholders' Rights
plan and dividend declaration
(Filed as an Exhibit to the Company's report on Form
8-K filed on July 28, 1989 and incorporated herein by
reference)
(c) Rights Agreement Amendment dated as of September 24,
1992, between the Company and The Bank of New York,
as Successor Rights Agent under the Rights Agreement
listed above
(Filed as an Exhibit to the Company's 1992 Annual
Report on Form 10-K and incorporated herein by
reference)
(d) Indenture Agreement dated as of February 1, 1993
between the Company and Bankers Trust Company, as
Trustee, covering the issuance of debt securities
registered by the Company in April 1992, not to
exceed $250 million
(Filed as an Exhibit to the Company's 1992 Annual
Report on form 10-K and incorporated herein by
reference)
D2
</PAGE>
<PAGE>
ASARCO Incorporated
EXHIBIT INDEX
(Continued)
Exhibit Indexed
No. Description on page
10. (a) Stock Option Plan as amended through November 24,
1987
(Filed as an Exhibit to the Company's 1988 Annual
Report on Form 10-K and incorporated herein by
reference)
(b) Form of Employment Agreement entered into in 1985, as
amended in March and April 1989, among the Company
and currently 12 of its executive officers, including
Messrs. R. de J. Osborne, F.R. McAllister, A.B.
Kinsolving, R.J. Muth and R.M. Novotny
(Filed as an Exhibit to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30,
1989 and incorporated herein by reference)
(c) Deferred Fee Plan for Directors, as amended through
January 26, 1994 D9-D13
(d) Supplemental Pension Plan for Designated Mid-Career
Officers, as amended through January 31, 1990
(Filed as an Exhibit to the Company's 1989 Annual
Report on Form 10-K and incorporated herein by
reference)
(e) Retirement Plan for Non-Employee Directors, as
amended through January 25, 1989
(Filed as an Exhibit to the Company's 1988 Annual
Report on Form 10-K and incorporated herein by
reference)
(f) Directors' Stock Award Plan, as amended through
January 27, 1993
(Filed as an Exhibit to the Company's 1992 Annual
Report on Form 10-K and incorporated herein by
reference)
(g) Stock Incentive Plan adopted by the Company's
Shareholders on April 25, 1990
(Filed as an Exhibit to the Company's 1990 Annual
Report on Form 10-K and incorporated herein by
reference)
11. Statement re Computation of Earnings Per Share D-4
21. Subsidiaries of the registrant D5 - D8
23. Report of Independent Accountants on Financial Statement
Schedules and Consent of Independent Accountants are
included on page A58 of this Annual Report on Form 10-K.
99. Report on Form 11-K relating to the Savings Plan for
Salaried Employees of ASARCO Incorporated and
Participating Subsidiaries. D14 - D 28
Copies of exhibits may be acquired upon written request to the Treasurer and the
payment of processing and mailing costs.
D3
</PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 11-K
_______________________
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
_____________________________
Commission File No. 1-164
__________________________
For the fiscal year ended December 31, 1993
Savings Plan of ASARCO Incorporated
and Participating Subsidiaries
ASARCO Incorporated
180 Maiden Lane
New York, New York 10038
</PAGE>
<PAGE>
Savings Plan of ASARCO Incorporated
and Participating Subsidiaries
Financial Statements and Schedules
December 31, 1993 and 1992
</PAGE>
<PAGE>
Savings Plan of ASARCO Incorporated
and Participating Subsidiaries
INDEX
Page
Number
______
Report of Independent Accountants D15
Statement of Net Assets Available for Plan
Benefits at December 31, 1993 D16
Statement of Net Assets Available for Plan
Benefits at December 31, 1992 D17
Statement of Changes in Net Assets Available
for Plan Benefits for the year ended
December 31, 1993 D18
Notes to Financial Statements D19-25
Supplemental Schedules:
Form 5500 Item 27a-Schedule of Assets Held
for Investment Purposes at December 31, 1993 D26
Form 5500 Item 27d-Schedule of Reportable
Transactions for the year ended December 31, 1993 D27
Consent of Independent Accountants D28
</PAGE>
D14
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
_________________________________
To the Savings Plan Committee of ASARCO Incorporated
and Participating Subsidiaries:
We have audited the accompanying statements of net assets available for plan
benefits of the Savings Plan of ASARCO Incorporated and Participating
Subsidiaries (the "Plan"), as of December 31, 1993 and 1992, and the related
statement of changes in net assets available for plan benefits for the year
ended December 31, 1993. These financial statements are the responsibility of
the Plan administrator. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan at
December 31, 1993 and 1992, and the changes in net assets available for plan
benefits for the year ended December 31, 1993 in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules, as listed in
the index on page 1, are presented for the purpose of additional analysis and
are not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules have been subjected to the auditing procedures
applied in the audit 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.
COOPERS & LYBRAND
New York, New York
June 1, 1994
</PAGE>
D15
<PAGE>
<TABLE>
<CAPTION>
Savings Plan of ASARCO Incorporated and Participating Subsidiaries
Statement of Net Assets Available for Plan Benefits
at December 31, 1993
(dollars in thousands)
Vanguard
Index Asarco Short Vanguard Vanguard Vanguard
Fixed Trust Common VMMR Term U.S. Vanguard Extended U.S. Windsor
Income 500 Stock Prime Treasury Wellington Market Growth II Loan
Fund Portfolio Fund Portfolio Portfolio Fund Fund Fund Fund Fund Total
_____ _________ ______ _________ _________ _____ _____ _____ _____ _____ ______
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair
value (Notes 3 and 4):
ASARCO Common Stock
Fund 1,930,424 units
(cost: $17,873) $16,525 $16,525
Vanguard:
Money Market Reserves -
Prime Portfolio (cost
approximates market) $ 2,373 $12,213 14,586
Index Trust - 500
Portfolio 381,714 units
(cost: $15,320) $16,731 16,731
Fixed Income Securities
Fund - Short Term U.S.
Treasury Portfolio
780,443 units
(cost: $8,034) $8,101 8,101
Wellington Fund 180,033
units (cost: $3,614) $3,673 3,673
Index Extended Market
Fund - 37,276 units
(cost: $691) $724 724
U.S. Growth Fund
47,733 units
(cost: $712) $713 713
Windsor II Fund
146,987 units
(cost: $2,479) $2,505 2,505
Wachovia Bank of North
Carolina: Guaranteed
Investment Contracts
(at cost plus interest) 9,710 9,710
Loans to Participants
(Note 6) $3,606 3,606
_______ _________ _______ _________ _________ __________ ________ ________ ________ ______ _______
Total Investments 12,083 16,731 16,525 12,213 8,101 3,673 724 713 2,505 3,606 76,874
Contributions
Receivable: Participant 150 20 91 71 73 22 17 59 503
Company 182 182
Interest Receivable 18 18
Loans Receivable 40 6 22 15 22 5 4 21 (135)
_______ _________ _______ _________ _________ __________ ________ ________ ________ ______ _______
TOTAL ASSETS 12,083 16,921 16,733 12,326 8,187 3,768 751 734 2,585 3,489 77,577
_______ _________ _______ _________ _________ __________ ________ ________ ________ ______ _______
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $12,083 $16,921 $16,733 $12,326 $8,187 $3,768 $751 $734 $2,585 $3,489 $77,577
======= ========= ======= ========= ========= ========== ======== ======== ======== ====== =======
</TABLE>
See notes to financial statements.
D16
</PAGE>
<PAGE>
<TABLE>
<CAPTION>
Savings Plan of ASARCO Incorporated
and Participating Subsidiaries
Statement of Net Assets Available for Plan Benefits
at December 31, 1992
(dollars in thousands)
Vanguard Short Term
Fixed Index Trust Asarco U.S.
Income 500 Common VMMR Prime Treasury
Fund Portfolio Stock Fund Portfolio Portfolio Loan Fund Total
______ __________ __________ ___________ _________ _________ ______
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value
(Notes 3 and 4):
ASARCO Common Stock Fund
1,713,807 units (cost: $16,562) $16,041 $16,041
Vanguard:
Money Market Reserves-Prime Portfolio
(cost approximates market) $10,879 3,070 13,949
Index Trust - 500 Portfolio
354,343 units (cost: $13,932) $14,518 14,518
Fixed Income Securities Fund - Short
Term U.S. Treasury Portfolio
499,912 units (cost: $5,067) $5,154 5,154
Investment Contract Trust (at cost
plus interest) 4,088 4,088
Wachovia Bank of North Carolina:
Guaranteed Investment Contracts
(at cost plus interest) 15,284 15,284
Loans to Participants (Note 6) $3,192 3,192
___________ ___________ __________ ___________ __________ __________ ___________
Total Investments 30,251 14,518 16,041 3,070 5,154 3,192 72,226
Contributions Receivable:
Participant 216 201 24 31 65 537
Company 194 194
Interest Receivable 18 18
___________ ___________ __________ ___________ __________ __________ ___________
TOTAL ASSETS 30,467 14,719 16,259 3,101 5,219 3,210 72,975
___________ ___________ __________ ___________ __________ __________ ___________
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $30,467 $14,719 $16,259 $3,101 $5,219 $3,210 $72,975
=========== =========== ========== =========== ========== ========== ===========
</TABLE>
See notes to financial statements.
D17
</PAGE>
<PAGE>
<TABLE>
<CAPTION>
Savings Plan of ASARCO Incorporated and Participating Subsidiaries
Statement of Changes in Net Assets Available for Plan Benefits
at December 31, 1993
(dollars in thousands)
Vanguard
Index Asarco Short Vanguard Vanguard Vanguard
Fixed Trust Common VMMR Term U.S. Vanguard Extended U.S. Windsor
Income 500 Stock Prime Treasury Wellington Market Growth II Loan
Fund Portfolio Fund Portfolio Portfolio Fund Fund Fund Fund Fund Total
_____ ________ _____ ________ _________ _____ _____ _____ _____ ____ ______
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Investment Income
(Note 3)
Dividends $ 435 $ 339 $ 204 $ 379 $ 168 $ 15 $ 10 $ 122 $ 1,672
Interest $ 1,301 $216 1,517
________ _________ _______ _________ _________ __________ ________ ________ ________ _______ _______
Total 1,301 435 339 204 379 168 15 10 122 216 3,189
Net Appreciation and
Depreciation
in the Fair Value of
Investments 1,054 (1,116) 24 74 39 (5) 34 104
(Note 3)
Contributions
(Notes 3, 4 & 5)
Participants 2,097 280 2,020 905 475 98 170 340 6,385
Company 2,299 2,299
Loan Repayments 50 593 96 580 242 131 24 45 98 (1,859)
(Note 6)
Transfer from 19 10 20 12 3 9 73
Other Plan
Interfund transfers (16,411) (257) 120 7,700 2,348 3,191 623 552 2,134
________ _________ _______ _________ _________ __________ ________ ________ ________ _______ _______
TOTAL (15,041) 3,932 2,038 10,516 3,901 4,039 799 772 2,728 (1,634) 12,050
DEDUCTIONS
Withdrawals 2,677 1,017 1,486 1,043 757 190 26 12 80 151 7,439
Loans (Note 6) 666 713 77 248 176 81 14 26 63 (2,064)
Other 1 8 9
________ _________ _______ _________ _________ __________ ________ ________ ________ _______ _______
TOTAL 3,343 1,730 1,564 1,291 933 271 48 38 143 (1,913) 7,448
Net Increase (Decrease) (18,384) 2,202 474 9,225 2,968 3,768 751 734 2,585 279 4,602
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
BEGINNING OF YEAR 30,467 14,719 16,259 3,101 5,219 3,210 72,975
________ _________ _______ _________ _________ __________ ________ ________ ________ _______ _______
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
END OF YEAR $12,083 $16,921 $16,733 $12,326 $8,187 $3,768 $751 $734 $2,585 $3,489 $77,577
======== ========= ======= ========= ========= ========== ======== ======== ======== ======= =======
</TABLE>
See notes to financial statements.
D18
</PAGE>
<PAGE>
Savings Plan of ASARCO Incorporated
and Participating Subsidiaries
Notes to Financial Statements
1. Plan Description
Effective January 1, 1980 ASARCO Incorporated (the "Company") established
the Savings Plan of ASARCO Incorporated and Participating Subsidiaries (the
"Plan") which has been amended thereafter. Contributions were commenced in
July 1980. The Plan is a defined contribution plan and is administered by
the Savings Plan Committee in accordance with authority delegated by the
Fiduciary Committee.
The Plan is designed to provide a method of savings by eligible employees
for their retirement and other needs, and to enable them to acquire a stock
interest in the Company. In 1993, participants were able to invest in one
or a combination of eight funds: the Vanguard Index Trust-500 Portfolio;
the Asarco Common Stock Fund; the Vanguard Money Market Reserves-Prime
Portfolio; the Fixed Income Securities Fund-Short Term U.S. Treasury
Portfolio; the Vanguard Wellington Fund; the Vanguard Windsor II; the
Vanguard U.S. Growth Portfolio; and the Vanguard Index Trust-Extended Market
Portfolio.
Reference should be made to the Plan document for a complete description of
the Plan including eligibility requirements and vesting provisions.
2. Significant Plan Amendments
On November 23, 1993, the Plan was amended effective January 1, 1994 to
comply with regulations issued by the Department of Labor under Section
404(c) of ERISA and the Omnibus Budget Reconciliation Act of 1993, which
limited annual covered compensation to $150,000.
On April 28, 1993, the Plan was amended effective January 1, 1993 to permit
direct rollover to another qualified plan or IRA and impose a mandatory 20%
withholding on the taxable portion of an in-service withdrawal or
distribution not utilizing direct rollover.
On July 29, 1992, the Plan was amended as follows: to extend to retirees or
beneficiaries a ban on transfers between competing fixed dollar investments;
to permit the transfer between investment funds of former employer
contributions which were merged into the Savings Plan as a result of
acquisitions; to require a period of suspended pre-tax contributions
following withdrawal of matching Company contributions; and to clarify the
right of the Company to recover contributions for which tax deductions have
been disallowed.
On February 26, 1992 the Plan was amended to reflect the change in trustee,
recordkeeper, and investment manager. Other amendments include
administrative and technical changes required to comply with the rules of
the Internal Revenue Service.
D19
</PAGE>
<PAGE>
Savings Plan of ASARCO Incorporated
and Participating Subsidiaries
Notes to Financial Statements - Continued
3. Summary of Significant Accounting Policies
Investments Valuation:
Investments in equity securities listed on an exchange are valued at the
latest quoted sales price on the valuation date. Securities not traded or
unlisted are valued at the mean of the latest quoted bid and asked prices.
Bond investments are valued utilizing the latest bid prices. Short-term
investments are stated at amortized cost which approximates market.
Investments in the Fixed Income Fund are valued by the investment manager at
cost plus reinvested interest. Fixed income contracts may be valued below
cost plus interest in the event that an issuer defaults under a contract or
if a penalty is assessed for early termination of a performing contract.
Investment Transactions and Investment Income:
Transactions are accounted for on a trade date basis. Average cost is the
basis used in the determination of gains or losses on sales of securities.
Dividend income is recorded at the ex-dividend date. Income from other
investments is recorded as earned.
The Plan presents, in the statement of changes in net assets, the net change
in the fair value of its investments which consists of realized and
unrealized gains or losses on those investments. Realized and unrealized
gains and losses disclosed in the Plan's Form 5500 are calculated using
revalued cost.
Contributions:
The Company's matching contributions are measured by reference to the
participant's contributions and are not discretionary.
Loans to Participants:
Loans to participants are presented in the Statement of Net Assets Available
for Plan Benefits as Plan assets.
Other:
The Plan uses the accrual method for recognizing contributions, withdrawals
and investment income.
4. Investment Funds
Vanguard Fiduciary Trust Company ("Vanguard") is the investment manager and
participant recordkeeper for all investment funds of the Plan. Vanguard is
also the trustee of all the funds with the exception of certain investment
contracts held in the Fixed Income Fund, for which Wachovia Bank of North
Carolina, N.A. is trustee.
D20
</PAGE>
<PAGE>
Savings Plan of ASARCO Incorporated
and Participating Subsidiaries
Notes to Financial Statements - Continued
Upon enrollment in the Plan in 1993 participants directed their elected
contributions to be invested in one or more of the following funds in
multiples of 5%:
Fixed Income Fund - A fund which consists of fixed income contracts and
money market investments. At times, this fund will maintain a
significant portion of its assets in money market investments to
provide liquidity for transactions. After January 1, 1993, exchanges
and employee elected contributions may no longer be invested in this
fund as it will be phased out by December 31, 1994 or shortly
thereafter.
Vanguard Index Trust-500 Portfolio - A fund invested in all of the
stocks included in the Standard & Poor's 500 Composite Index in
approximately the same proportions as they are represented in the
Index.
Vanguard Money Market Reserves-Prime Portfolio - A fund invested in a
portfolio of high quality money market instruments with maturities of
one year or less.
Vanguard Fixed Income Securities Fund-Short Term U.S. Treasury
Portfolio - A fund invested primarily in short-term U.S. Treasury
securities with an average maturity of two to three years.
Vanguard Wellington Fund - A fund invested in bonds and common stocks.
The bonds are held for relative stability of income and principal,
while the common stocks are held for potential growth of capital and
income.
Vanguard Index Trust - Extended Market Fund - A fund which provides
investment results that correspond to the aggregate price and yield
performance of the Wilshire 4500 Index. The Wilshire 4500 Index
consists of over 4,500 U.S. common stocks (primarily medium and small
capitalization stocks) that are not included in the Standard & Poor's
500 Composite Stock Price Index.
Vanguard U.S. Growth Fund - A fund invested primarily in a diversified
portfolio of common stocks with above-average growth potential.
Vanguard Windsor II Fund - A fund invested in common stocks to provide
capital appreciation and dividend income.
Asarco Common Stock Fund - A fund that invests exclusively in ASARCO
common stock with small amounts invested in the Vanguard Money Market
Reserves-Prime Portfolio to allow for timely responsiveness to Plan
transactions.
The Plan also maintains the following fund:
Loan Fund - A fund designed to facilitate the record keeping and other
administrative functions relating to loans made to participants based
on their account balances (See Note 6). These loans are receivables
of the Plan.
D21
</PAGE>
<PAGE>
Savings Plan of ASARCO Incorporated
and Participating Subsidiaries
Notes to Financial Statements - Continued
There is some degree of risk with any investment, which is generally related to
fluctuation in market value or, with respect to the Vanguard Money Market
Reserves-Prime Portfolio and Fixed Income Funds, deterioration in credit
quality. Participants are advised to read a Vanguard prospectus or the Plan's
summary plan description before investing in any fund.
Vanguard as recordkeeper maintains individual account records reflecting each
participant's net interest in each fund of the Plan in which such participant
invests. Participants' net interests in each fund of the Plan are represented
by units of participation. The following schedule shows the number of units and
the net asset value per unit or per share in each fund as of December 31, 1993
and December 31, 1992:
<TABLE>
<CAPTION>
1993 1992
Net Net
Number Asset Number Asset
of Value of Value
Units Per Unit Units Per Unit
______ ________ ______ ________
<S> <C> <C> <S> <C> <C>
Fixed Income Fund 12,082,786 $ 1.00 Fixed Income Fund 30,251,591 $ 1.00
Asarco Common Stock Fund 1,930,424 $ 8.56 Asarco Common Stock Fund 1,713,807 $ 9.36
Vanguard Index Trust - Vanguard Index Trust -
500 Portfolio 381,714 $43.83 500 Portfolio 354,343 $40.97
Vanguard Money Market Vanguard Money Market
Reserves - Prime Portfolio 12,213,498 $ 1.00 Reserves - Prime Portfolio 3,070,332 $ 1.00
Vanguard Fixed Income Vanguard Fixed Income
Securities Fund - Short Securities Fund - Short
Term U.S. Treasury Portfolio 780,443 $10.38 Term U.S. Treasury Portfolio 499,912 $ 10.31
Vanguard Wellington Fund 180,033 $20.40
Vanguard Windsor II Fund 146,987 $17.04
Vanguard U.S. Growth Fund 47,733 $14.93
Vanguard Index Extended Market 37,276 $19.43
Fund
</TABLE>
5. Contributions
Each eligible employee wishing to participate in the Plan must elect to
authorize pre-tax contributions or post-tax contributions by payroll
deduction. Contributions are stated in whole percentages of 1% to 12% of
the participant's Basic Earnings, as defined. A participant may elect to
decrease or suspend the pre-tax contributions once each Plan Year. A
participant may not otherwise alter the
D22
</PAGE>
<PAGE>
Savings Plan of ASARCO Incorporated
and Participating Subsidiaries
Notes to Financial Statements - Continued
amount of the elected pre-tax contributions until the beginning of the next
Plan Year. The Internal Revenue Code of 1986, as amended, (the "Code")
limited the maximum amount an employee may contribute on a pre-tax basis to
$8,994 in 1993 and $8,728 in 1992.
Matching Company Contribution - The Company matches the first 6% of a
participant's monthly contribution at the rate of 50%. The matching
contribution may be made in either cash or ASARCO Common Stock and in the
case of cash, the Trustee is required to purchase ASARCO Common Stock.
Contributions for the year ended December 31, 1993 consisted of the
following:
Cash $ 141
Asarco Common Stock 2,298,779
__________
$2,298,920
==========
The Company is not obligated to make a contribution during any period in
which it has no accumulated retained earnings. The Company's contributions
are subject to all legal restrictions which may apply, including Sections
401 and 415 of the Code, which limit the annual contributions to an
employee's account.
Participants are 100% vested upon participation.
6. Loans
The Plan provides for loans to participants who have participated in the
Plan for at least one year, subject to certain limitations. The maximum
loan allowed to each participant is limited to the lesser of 50% of the
total value of the participant's account, or $50,000 reduced by the highest
outstanding balance of any other Plan loan to such participant during the
prior twelve-month period.
A participant's loan is repayable within no more than five years or
immediately upon termination of employment. Interest is currently accrued
at the prime rate. Loans are secured by a lien on the participant's
interest in the Plan. Loan repayments are made through payroll withholding
from the participant's earnings. A participant may pre-pay a loan at any
time without penalty.
7. Tax Status
The Plan, as amended through July 27, 1988, has received a favorable
determination from the Internal Revenue Service ("IRS") that it is a
qualified plan and trust under Section 401(a) of the Code and, thus, exempt
from federal income taxes under provisions of Section 501(a) of the Code.
The Plan, as last amended, will be submitted to the IRS for a
determination. The Company expects that the Plan will continue to be
qualified under the Code.
D23
</PAGE>
<PAGE>
Savings Plan of ASARCO Incorporated
and Participating Subsidiaries
Notes to Financial Statements - Continued
8. Plan Expenses
The Company pays all administrative expenses of the Plan including trust,
recordkeeping, consulting, audit and legal fees. In addition, the Company
pays for investment fees related to the fixed income contracts held by the
Wachovia Bank of North Carolina. All investment fees related to Vanguard
Mutual Funds are paid from the net assets of such funds.
All taxes (excluding transfer taxes on shares of Asarco Common Stock
distributed to participants or their beneficiaries), brokerage commissions
and expenses directly related to the investment of the Plan assets are paid
from the assets of the relevant fund of the Plan.
9. Termination Priorities
The Company reserves the right to amend or discontinue the Plan by action
of the Board of Directors at any time. In the event of termination or
partial termination of the Plan or a complete discontinuance of matching
Company contributions under the Plan, each affected participant shall be
100% vested in their share of the Plan net assets.
10. Executive Life Contract
All contributions and transfers to the Fixed Income Fund made from January
to December 1988 were invested in a fixed income contract providing a 9.5%
rate of interest maturing December 31, 1992 with Executive Life Insurance
Company (ELIC), the California subsidiary of First Executive Corporation.
On April 11, 1991, the California State Insurance regulators placed ELIC in
conservatorship, freezing its assets and providing time to evaluate
alternatives such as selling the Company or rehabilitating it. During
1991, the Company made arrangements to protect participants' interests in
this contract through its commitment to pay the full contractual value as
of December 31, 1991 plus interest based on the blended rate of all
contracts held in the Fixed Income Fund after December 31, 1991. Such rate
is adjusted quarterly. The Company also obtained a five-year irrevocable
letter of credit from Barclays Bank PLC, to further back this commitment.
The Company received an exemption from the Department of Labor (the
Exemption) to proceed with this transaction and to obtain an assignment of
the contract up to the amount advanced on behalf of ELIC plus the blended
rate of interest. The Exemption became effective as of December 2, 1991
and at that time the trustee and investment management responsibilities
were transferred from State Street Bank and Trust Company to Wachovia Bank
of North Carolina, N. A. (ELIC trustee).
On September 3, 1993 the California Superior Court approved a
rehabilitation plan for ELIC's successor, Aurora Life Assurance Company, in
which plan sponsors were given the choice to participate in or not
participate in the rehabilitation plan. As a result of this rehabilitation
plan the Fixed Income Fund received a payment from ELIC in the amount of
$577,393 on such date.
The value of this contract at December 31, 1993 and December 31, 1992 was
$1,950,314 and $3,770,858, respectively.
D24
</PAGE>
<PAGE>
Savings Plan of ASARCO Incorporated
and Participating Subsidiaries
Notes to Financial Statements - Continued
11. Subsequent Event
During February 1994, the Company and the ELIC trustee elected to not
participate in the rehabilitation plan. As a result, on April 4, 1994, a
cash payment was received from ELIC and the ELIC trustee forwarded
$1,522,386 to the Fixed Income Fund of the Savings Plan. Between January
1994 and April 6, 1994, the Company advanced to the Plan an amount
equivalent to the remaining contract value which eliminated the ELIC
obligation in the Fixed Income Fund as agreed under the assignment entered
into between the Company and the Plan pursuant to the Exemption dated
December 2, 1991. Any future recoveries will be paid to the ELIC trustee
for further payment to the Company to recover amounts advanced to the Plan
since December 2, 1991 or, in the case of any excess amounts, to the Plan
participants.
D25
</PAGE>
<PAGE>
<TABLE>
Savings Plan of ASARCO Incorporated
and Participating Subsidiaries
Form 5500 Item 27a
Schedule of Assets Held for Investment Purposes
at December 31, 1993
<CAPTION>
Cost or Market Net Rate Maturity
Book Value Value of Interest Date
___________ _______ __________ _____
<S> <C> <C> <C> <C>
Fixed Income Fund
Vanguard Fiduciary Trust Company:
Vanguard Money Market Reserves-
Prime Portfolio Fund $ 2,373,348 $ 2,373,348
Wachovia Bank of North Carolina, N.A.:
1991 Contract - Aetna Life Insurance 332,227 332,227 7.0 03/31/94
1989 Contract - Hartford Life 3,358,568 3,358,568 8.5 01/03/94
1990 Contract - Principal Mutual 1,855,725 1,855,725 8.9 12/31/94
1991 Contract - Allstate Insurance 2,212,605 2,212,605 8.7 12/31/95
1988 Contract - Executive Life
Insurance Company
(Notes 10 and 11) 1,950,314 1,950,314 8.5 12/31/94
___________ __________
Total Fixed Income Fund 12,082,787 12,082,787 *
Vanguard Fiduciary Trust Company:
Vanguard Index Trust - 500 Portfolio 15,319,586 16,730,520 *
Asarco Common Stock Fund 17,873,132 16,524,429 *
Vanguard Fixed Income Securities Fund -
Short Term U.S. Treasury Portfolio 8,033,734 8,100,995 *
Vanguard Money Market Reserves -
Prime Portfolio 12,213,498 12,213,498 *
Vanguard Wellington Fund 3,613,507 3,672,675
Vanguard Index Extended Market Fund 691,492 724,282
Vanguard U. S. Growth Fund 711,945 712,655
Vanguard Windsor II Fund 2,479,352 2,504,653
Loan Fund
Participants' Loans - 3,606,388 6.0%-6.5%
____________ ___________
TOTAL INVESTMENTS $73,019,033 $76,872,882
============ ===========
</TABLE>
* Represents 5% or more of net assets available for plan benefits.
D26
</PAGE>
<PAGE>
Savings Plan of ASARCO Incorporated
and Participating Subsidiaries
<TABLE>
Form 5500 Item 27d
Schedule of Reportable Transactions
for the year ended December 31, 1993
<CAPTION>
Number Number
of of Purchase Selling Basis of Net Gain
Description of Asset Purchases Sales Price Price Asset or (Loss)
_____________________ _________ ______ ______ ______ _______ _________
<S> <C> <C> <C> <C> <C> <C>
Fixed Income Fund 147 191 $ 1,589,521 $19,754,522 $19,754,522 $ -
Common Stock of
ASARCO Incorporated 101 159 $ 3,853,540 $ 2,254,134 $ 2,498,374 $(244,240)
Vanguard Index Trust-
500 Portfolio 93 184 $ 4,864,718 $ 3,705,416 $ 3,586,273 $ 119,143
Vanguard Money Market
Reserves-Prime Portfolio 176 191 $11,888,087 $ 2,744,906 $ 2,744,906 $ -
Vanguard Fixed Income
Securities Fund-Short
Term U.S. Treasury
Portfolio 146 155 $ 5,273,692 $ 2,350,600 $ 2,329,247 $ 21,353
Vanguard Wellington Fund 130 67 $ 4,111,804 $ 513,605 $ 498,297 $ 15,308
</TABLE>
D27
</PAGE>
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
__________________________________
We consent to the incorporation by reference in the prospectuses constituting
part of the Registration Statements of ASARCO Incorporated on Form S-3 (File No.
33-45631) and on Form S-8 (File Nos. 2-67732, 2-83782 and 33-34606) of our
report dated June 1, 1994 on our audits of the Statements of Net Assets
Available for Plan Benefits of the Savings Plan of ASARCO Incorporated and
Participating Subsidiaries as of December 31, 1993 and 1992, the Supplemental
Schedules as of December 31, 1993 and for the year then ended and the Statement
of Changes in Net Assets Available for Plan Benefits for the year ended December
31, 1993, which report is included in this Annual Report on Form 11-K. We also
consent to the incorporation by reference of such report in the 1993 Annual
Report on Form 10-K of ASARCO Incorporated.
New York, New York
June 24, 1994
D28
</PAGE>
