UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/Amendment Number 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ASARCO Incorporated
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(Exact name of registrant as specified in its charter)
New Jersey 13-492440
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(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
180 Maiden Lane, New York, New York 10038
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(Address of principal executive offices) (Zip Code)
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Rights to Purchase Junior
Participating Preferred Stock New York Stock Exchange
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Securities to be registered pursuant to 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Securities to be Registered.
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On February 23, 1995, ASARCO Incorporated and The Bank of New
York, as Rights Agent under a Rights Agreement dated as of July
26, 1989, entered into an Amendment to the Rights Agreement to
delete the special conditions under which M.I.M. Holdings Limited
("MIM") will be deemed an Acquiring Person and the special
conditions under which the acquisition of voting securities by
MIM will constitute a Section 11(a)(ii) Event as defined in the
Rights Agreement. The effect of the amendment is to apply to MIM
the same percentage ownership conditions (15%) that apply to all
other shareholders.
Item 2. Exhibits.
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Item 2 is hereby amended by adding the following exhibit attached
hereto:
3. Second Rights Agreement Amendment dated as of February 23,
1995 between ASARCO Incorporated and the Bank of New York.
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
ASARCO Incorporated
By: s/ Augustus Kinsolving
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Augustus Kinsolving
Vice President
Date: February 24, 1995
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SECOND RIGHTS AGREEMENT AMENDMENT
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Second Rights Agreement Amendment dated as of February 23, 1995
between ASARCO Incorporated, a New Jersey corporation (the
"Company") and The Bank of New York, a New York trust company
(the "Rights Agent").
W I T N E S S E T H
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WHEREAS, the Company and First Chicago Trust Company of New York
entered into a Rights Agreement dated as of July 26, 1989 (the
"Rights Agreement") specifying the terms of the dividend declared
on July 26, 1989 and consisting of one Right for each outstanding
share of ASARCO Incorporated Common Stock held of record on
August 7, 1989.
WHEREAS, the Company and the Rights Agent entered into a Rights
Agreement Amendment dated as of September 24, 1992 pursuant to
which The Bank of New York was appointed Rights Agent instead of
and in place of First Chicago Trust Company of New York.
WHEREAS, the Company wishes to amend the Rights Agreement to
delete the provisions thereof relating to the special conditions
under which M.I.M. Holdings Limited ("MIM") will be deemed an
Acquiring Person and to the conditions under which the
acquisition by MIM of shares of the Company will be deemed to
constitute a Section 11(a)(ii) Event.
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment to Rights Agreement
The parties hereto agree that the Rights Agreement shall be
amended as provided below, effective as of the date of this
Amendment:
(a) Section 1(a) of the Rights Agreement is hereby amended by
deleting the second paragraph thereof.
(b) Section 1(v) of the Rights Agreement is hereby deleted.
(c) Section 11(a)(ii) of the Rights Agreement is hereby amended
by deleting the second paragraph thereof.
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2. Miscellaneous
(a) This Amendment has been duly authorized by the Board of
Directors of the Company at a meeting held on February 22, 1995
and is in compliance with the terms of Section 26 of the Rights
Agreement.
(b) Except as otherwise expressly provided, or unless the
context otherwise requires, all terms used herein have the
meanings assigned to them in the Rights Agreement.
(c) Each party hereto waives any requirement under the Rights
Agreement that any additional notice be provided to it pertaining
to the matters covered by this Amendment.
(d) This Amendment may be executed in manually-signed originals
or by facsimile in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and
the same instrument.
IN WITNESS WHEREOF, the parties have caused this Rights Agreement
Amendment to be duly executed and their respective corporate
seals to be hereto affixed and attested, all as of the day and
year first above written.
[Seal]
Attest: ASARCO Incorporated
By: s/ Carmen D. Gonzalez By: s/ Augustus Kinsolving
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Name: Carmen D. Gonzalez Name: Augustus Kinsolving
Title: Assistant Secretary Title: Vice President
Attest: The Bank of New York
By: s/ Robert Dietz By: s/ John I. Sivertsen
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Name: Robert Dietz Name: John I. Sivertsen
Title: Assistant Vice President Title: Vice President
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