UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 5, 1995
ASARCO Incorporated
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(Exact name of registrant as specified in its charter)
New Jersey 1-164 13-492440
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
180 Maiden Lane, New York, New York 10038
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 510-2000
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Item 5. Other Events.
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On April 5, 1995 ASARCO Incorporated ("Asarco") purchased the 10.7% interest in
Southern Peru Copper Corporation ("SPCC") held by Newmont Gold Company for a
total purchase price of $116.4 million in cash. The purchase increases Asarco's
interest in SPCC to 63% from 52.3%.
As a result of the purchase, Asarco will fully consolidate the results of SPCC
in its financial statements. Asarco had previously accounted for its investment
in SPCC by the equity method.
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ASARCO Incorporated
By: s/ Augustus Kinsolving
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Augustus Kinsolving
Vice President
Date: April 6, 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
