AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 26, 1996
REGISTRATION NO. 33-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
ASARCO INCORPORATED
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
NEW JERSEY 13-492440
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
180 MAIDEN LANE
NEW YORK, NY 10038
(212) 510-2000
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
_________________________________
ASARCO INCORPORATED
COMPENSATION DEFERRAL PLAN
(FULL TITLE OF PLAN)
__________________
AUGUSTUS B. KINSOLVING, ESQ.
180 MAIDEN LANE
NEW YORK, NY 10038
(NAME AND ADDRESS OF AGENT FOR SERVICE)
___________________
COPY TO:
KEVIN KEOGH, ESQ.
WHITE & CASE
1155 AVENUE OF THE AMERICAS
NEW YORK, NY 10036
___________________
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (212) 510-2000
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF REGISTRATION
SECURITIES TO BE REGISTERED PER SHARE(2) OFFERING PRICE(2) FEE
REGISTERED
<S> <C> <C> <C> <C>
DEFERRED
COMPENSATION $2,500,000 100% $2,500,000 $757.57
OBLIGATIONS(1)
(1) THE DEFERRED OBLIGATIONS BEING REGISTERED ARE GENERAL UNSECURED OBLIGATIONS OF ASARCO INCORPORATED TO PAY DEFERRED
COMPENSATION IN THE FUTURE TO PARTICIPATING MEMBERS OF A SELECT GROUP OF MANAGEMENT OR HIGHLY COMPENSATED INDIVIDUALS IN ACCORDANCE
WITH THE TERMS OF THE ASARCO INCORPORATED COMPENSATION DEFERRAL PLAN EFFECTIVE DECEMBER 1, 1996.
(2) ESTIMATED SOLELY FOR THE PURPOSE OF DETERMINING THE REGISTRATION FEE.
</TABLE>
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
ASARCO Incorporated (the "Company") hereby incorporates herein by
reference the following documents:
(a) The Company's Annual Report on Form 10-K (File No. 1-164) for
the fiscal year ended December 31, 1995;
(b) Proxy Statement for the Annual Meeting of Stockholders on April
24, 1996 (filed with the Securities and Exchange Commission (the "Commission")
on March 8, 1996); and
(c) The Company's Quarterly Reports on Form 10-Q (File No. 1-164)
for the fiscal quarters ended March 31, 1996, June 30, 1996, and September 30,
1996.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment that indicates that all
securities offered herein have been sold or that deregisters all securities
then remaining unsold shall be deemed to be incorporated herein by reference
and to be a part hereof from the respective date of filing of each such
document. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any other subsequently filed document that also is incorporated or deemed to
be incorporated herein by reference modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The ASARCO Incorporated Compensation Deferral Plan, originally effective
February 1, 1995, and as amended and restated effective December 1, 1996 (the
"Plan") provides a select group of management or highly compensated employees
(the "Eligible Employees") of the Company and certain of its subsidiaries
(each a "Participating Subsidiary") with the opportunity to defer the receipt
of certain pre-tax cash compensation. The obligations of the Company under
the Plan (the "Deferred Compensation Obligations") will be general unsecured
obligations of the Company to pay deferred compensation in the future to
participating Eligible Employees (the "Participants") in accordance with the
terms of the Plan from the general assets of the Company, and will rank pari
passu with other unsecured and unsubordinated indebtedness of the Company from
<PAGE>
time to time outstanding. The Deferred Compensation Obligations will be
denominated and payable in United States dollars.
Each Participant may elect to make salary deferrals that could have been
made under the Savings Plan of ASARCO Incorporated and Participating
Subsidiaries (the "Savings Plan") (a tax-qualified plan) but for the
limitations imposed by sections 401(a)(17) and 401(k)(3) of the Internal
Revenue Code of 1986, as amended (the "Code"), and have employer matching
contributions credited to his or her Plan account, as well as elect to defer
all or part of his or her annual eligible incentive compensation as provided
in the Plan.
Each Participant may choose a rate of return for his or her deferred
compensation under the Plan that mirrors the rates of return for the
investment funds available under the Savings Plan other than the Company
Common Stock Fund thereunder. Thus, while each Participant's deferred
compensation account balance under the Plan increases or decreases based on
the performance of the funds chosen, his or her account balance is not
actually invested in those funds. Rather, the Participant's deferrals under
the Plan earn a deemed rate of return based on the performance of the funds
chosen.
With certain exceptions, Deferred Compensation Obligations will be paid
after the Participant's retirement from the Company or Participating
Subsidiary based on a prior election made by the Participant. If the
Participant terminates employment with the Company or a Participating
Subsidiary prior to retirement, any amounts not yet distributed will be
distributed as soon as practicable after such termination of employment. The
Participant may elect to receive lump-sum payments or annual installments not
to exceed ten.
No amount payable under the Plan shall be subject to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge,
voluntary or involuntary. Any attempt to dispose of any rights to benefits
payable under the Plan shall be void.
The Deferred Compensation Obligations are not subject to redemption, in
whole or in part, prior to the individual payment dates selected by the
Participants, except that Participants may withdraw all or a portion of the
value of their Plan accounts under certain specified circumstances. However,
the Company reserves the right to amend or terminate the Plan at any time,
subject to certain limitations applicable after a "change of control" of the
Company (as defined in the Plan).
The total amount of the Deferred Compensation Obligations are not
determinable because the amount will vary depending upon the level of
participation by Eligible Employees and the amounts of their salaries and
incentive compensation. The duration of the Plan is indefinite. The Deferred
Compensation Obligations are not convertible into another security of the
Company. The Deferred Compensation Obligations will not have the benefit of a
negative pledge or any other affirmative or negative covenant on the part of
the Company. Although the Plan is unfunded, the Plan provides that any
amounts contributed under the Plan may be held in trust. Wachovia Bank of
North Carolina, N.A., has been appointed trustee with respect to the assets,
if any, under the Plan. The assets of the trust are subject to the rights of
creditors of the Company or Participating Subsidiaries, as the case maybe, in
the event of the Company's or applicable Participating Subsidiary's bankruptcy
or insolvency only. Each Participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to
the Deferred Compensation Obligations, enforcing covenants and taking action
upon a default.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Mr. Augustus B. Kinsolving, Vice President and General Counsel of
<PAGE>
the Company is an Eligible Employee and entitled to participate in the Plan.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Article 9 of the Certificate of Incorporation of the Company
provides as follows:
"9. This corporation shall indemnify to the full extent permitted
by law any person made, or threatened to be made, a party to any pending,
threatened or completed civil, criminal, administrative or arbitrative action,
suit or proceeding and any appeal therein (and any inquiry or investigation
which could lead to such action, suit or proceeding) by reason of the fact
that he is or was a director, officer or employee of this corporation or
serves or served any other enterprise as a director, officer or employee at
the request of this corporation. Such right of indemnification shall inure to
the benefit of the legal representative of any such person."
In April 1987, the Company adopted and its shareholders approved a By-law
amendment which requires it to indemnify directors and officers in certain
circumstances, to advance certain expenses, to obtain indemnification
insurance and to follow specific procedures for determining whether a director
or officer has met applicable standards of conduct. The By-law amendment also
establishes a statute of limitations for certain actions against directors and
officers. These provisions in the Certificate of Incorporation and By-laws
are permitted under Section 14A:3-5 of the New Jersey Business Corporation
Act, set forth below.
Section 14A:3-5 of the New Jersey Business Corporation Act governs the
indemnification of directors, officers and employees of the Company. The
following is the text of the Section which became effective February 4, 1989:
"(1) As used in this section,
(a) "Corporate agent" means any person who is or was a director,
officer, employee or agent of the indemnifying corporation or of any
constituent corporation absorbed by the indemnifying corporation in
a consolidation or merger and any person who is or was a director,
officer, trustee, employee or agent of any other enterprise, serving
as such at the request of the indemnifying corporation, or of any
such constituent corporation, or the legal representative of any
such director, officer, trustee, employee or agent;
(b) "Other enterprise" means any domestic or foreign corporation, other
than the indemnifying corporation, and any partnership, joint
venture, sole proprietorship, trust or other enterprise, whether or
not for profit, served by a corporate agent;
(c) "Expenses" means reasonable costs, disbursements and counsel fees;
(d) "Liabilities" means amounts paid or incurred in satisfaction of
settlements, judgments, fines and penalties;
(e) "Proceeding" means any pending, threatened or completed civil,
criminal, administrative or arbitrative action, suit or proceeding,
and any appeal therein and any inquiry or investigation which could
lead to such action, suite or proceeding; and
(f) References to "other enterprises" include employee benefit plans;
references to "fines" include any excise taxes assessed on a person
with respect to an employee benefit plan; and references to "serving
at the request of the indemnifying corporation" include any service
as a corporate agent which imposes duties on or involves services
by, the corporate agent with respect to an employee benefit plan,
its participants, or beneficiaries; and a person who acted in good
faith and in a manner the person reasonably believed to be in the
interest of the participants and beneficiaries of an employee
<PAGE>
benefit plan shall be deemed to have acted in a manner "not opposed
to the best interests of the corporation" as referred to in this
section.
"(2) Any corporation organized for any purpose under any general or
special law of this State shall have the power to indemnify a corporate agent
against his expenses and liabilities in connection with any proceeding
involving the corporate agent by reason of his being or having been such a
corporate agent, other than a proceeding by or in the right of the
corporation, if
(a) such corporate agent acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of
the corporation; and
(b) with respect to any criminal proceeding, such corporate agent had no
reasonable cause to believe his conduct was unlawful. The
termination of any proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contender or its equivalent shall
not of itself create a presumption that such corporate agent did not
meet the applicable standards of conduct set forth in paragraphs
14A:3-5(2)(a) and 14A:3-5(2)(b).
"(3) Any corporation organized for any purpose under any general or
special law of this State shall have the power to indemnify a corporate agent
against his expenses in connection with any proceeding by or in the right of
the corporation to procure a judgment in its favor which involves the
corporate agent by reason of his being or having been such corporate agent, if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation. However, in such proceeding
no indemnification shall be provided in respect of any claim, issue or matter
as to which such corporate agent shall have been adjudged to be liable to the
corporation, unless and only to the extent that the Superior Court or the
court in which such proceeding was brought shall determine upon application
that despite the adjudication of liability, but in view of all circumstances
of the case, such corporate agent is fairly and reasonably entitled to
indemnity for such expenses as the Superior Court or such other court shall
deem proper.
"(4) Any corporation organized for any purpose under any general or
special law of this State shall indemnify a corporate agent against expenses
to the extent that such corporate agent has been successful on the merits or
otherwise in any proceeding referred to in subsections 14A:3-5(2) and 14A:3-
5(3) or in defense of any claim, issue or matter therein.
"(5) Any indemnification under subsection 14A:3-5(2) and, unless ordered
by a court, under subsection 14A:3-5(3) may be made by the corporation only as
authorized in a specific case upon a determination that indemnification is
proper in the circumstances because the corporate agent met the applicable
standard of conduct set forth in subsection 14A:3-5(2) or subsection 14A:3-
5(3). Unless otherwise provided in the certificate of incorporation or
bylaws, such determination shall be made
(a) by the board of directors or a committee thereof, acting by a
majority vote of a quorum consisting of directors who were not
parties to or otherwise involved in the proceeding; or
(b) if such a quorum is not obtainable, or, even if obtainable and such
quorum of the board of directors or committee by a majority vote of
the disinterested directors so directs, by independent legal
counsel, in a written opinion, such counsel to be designated by the
board of directors; or
(c) by the shareholders if the certificate of incorporation or bylaws or
a resolution of the board of directors or of the shareholders so
directs.
<PAGE>
"(6) Expenses incurred by a corporate agent in connection with a
proceeding may be paid by the corporation in advance of the final disposition
of the proceeding as authorized by the board of directors upon receipt of an
undertaking by or on behalf of the corporate agent to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified as
provided in this section.
"(7)(a) If a corporation upon application of a corporate agent has
failed or refused to provide indemnification as required under subsection
14A:3-5(4) or permitted under subsections 14A:3-5(2), 14A:3-5(3) and 14A:3-
5(6), a corporate agent may apply to a court for an award of indemnification
by the corporation, and such court
(i) may award indemnification to the extent authorized under
subsections 14A:3-5(2) and 14A:3-5(3) and shall award
indemnification to the extent required under subsection 14A:3-5(4),
notwithstanding any contrary determination which may have been made
under subsection 14A:3-5(5); and
(ii) may allow reasonable expenses to the extent authorized by, and
subject to the provisions of, subsection 14A:3-5(6), if the court
shall find that the corporate agent has by his pleadings or during
the course of the proceeding raised genuine issues of fact or law.
(b) Application for such indemnification may be made
(i) in the civil action in which the expenses were or are to be
incurred or other amounts were or are to be paid; or
(ii) to the Superior Court in a separate proceeding. If the
application is for indemnification arising out of a civil action, it
shall set forth reasonable cause for the failure to make application
for such relief in the action or proceeding in which the expenses
were or are to be incurred or other amounts were or are to be paid.
The application shall set forth the disposition of any previous
application for indemnification and shall be made in such manner and form as
may be required by the applicable rules of court or, in the absence thereof,
by direction of the court to which it is made. Such application shall be upon
notice to the corporation. The court may also direct that notice shall be
given at the expense of the corporation to the shareholders and such other
person as it may designate in such manner as it may require.
"(8) The indemnification and advancement of expenses provided by or
granted pursuant to the other subsections of this section shall not exclude
any other rights, including the right to be indemnified against liabilities
and expenses incurred in proceedings by or in the right of the corporation, to
which a corporate agent may be entitled under a certificate of incorporation,
bylaw, agreement, vote of shareholders, or otherwise; provided that no
indemnification shall be made to or on behalf of a corporate agent if a
judgment or other final adjudication adverse to the corporate agent
establishes that his acts or omissions
(a) were in breach of his duty of loyalty to the corporation or its
shareholders, as defined in subsection (3) of N.J.S. 14A:2-7;
(b) were not in good faith or involved a knowing violation of law; or
(c) resulted in receipt by the corporate agent of an improper personal
benefit.
"(9) Any corporation organized for any purpose under any general or
special law of this State shall have the power to purchase and maintain
insurance on behalf of any corporate agent against any expenses incurred in
any proceeding and any liabilities asserted against him by reason of his being
or having been a corporate agent, whether or not the corporation would have
<PAGE>
the power to indemnify him against such expenses and liabilities under the
provisions of this section. The corporation may purchase such insurance from,
or such insurance may be reinsured in whole or in part by, an insurer owned by
or otherwise affiliated with the corporation, whether or not such insurer does
business with other insureds.
"(10) The powers granted by this section may be exercised by the
corporation, notwithstanding the absence of any provision in its certificate
of incorporation or bylaws authorizing the exercise of such powers.
"(11) Except as required by subsection 14A:3-5(4), no indemnification
shall be made or expenses advanced by a corporation under this section, and
none shall be ordered by a court, if such action would be inconsistent with a
provision of the certificate of incorporation, a bylaw, a resolution of the
board of directors or of the shareholders, an agreement or other proper
corporate action, in effect at the time of the accrual of the alleged cause of
action asserted in the proceeding, which prohibits, limits or otherwise
conditions the exercise of indemnification powers by the corporation or the
rights of indemnification to which a corporate agent may be entitled.
"(12) This section does not limit a corporation's power to pay or
reimburse expenses incurred by a corporate agent in connection with the
corporate agent's appearance as a witness in a proceeding at a time when the
corporate agent has not been made a party to the proceeding."
The Company has various insurance policies, which became effective April
15, 1996, insuring directors and officers against certain liabilities they may
incur, including liabilities under the Securities Act of 1933, as amended.
The policies provide coverage for claims not reimbursed by the Company up to
an aggregate limit of $75 million without deductible. For claims which are
reimbursed by the Company, the policies provide coverage up to $75 million
with a deductible of $1 million. These policies remain in effect.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following is a complete list of exhibits filed as part of this
Registration Statement:
Exhibit
No. Description
4.1 Certificate of Incorporation:
(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 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).
<PAGE>
(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 canceled (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 canceled (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
canceled (Filed as an Exhibit to the Company's 1987 Annual Report on
Form 10-K and incorporated herein by reference).
(j) Statement of Cancellation filed March 3, 1988 whereby 27,000 shares
of Series A Cumulative Preferred Stock were canceled (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).
4.2 By-Laws as last amended June 26, 1991 (Filed as an Exhibit to the
Company's 1991 Annual Report on Form 10-K and incorporated herein by
reference).
4.3 Form of Rights Agreement dated as of July 25, 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).
4.4 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).
4.5 Second Rights Agreement Amendment dated as of February 23, 1995,
between the Company and the Bank of New York (filed as an Exhibit to
the Company's 1992 Annual Report on Form 10-K and incorporated
herein by reference).
4.6 Form of ASARCO Incorporated Compensation Deferral Plan.
5.1 Opinion of Augustus B. Kinsolving.
23.1 Consent of Augustus B. Kinsolving (included in Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P.
<PAGE>
24.1 Powers of Attorney.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
Annual Report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on this
26th day of November, 1996.
ASARCO Incorporated
By /s/ Richard de J. Osborne
_______________________________
Richard de J. Osborne
Chairman of the Board, Chief
Executive Officer and President
<PAGE>
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Richard de J. Osborne
____________________
Richard de J. Osborne* Chairman, President and Chief November 26, 1996
Executive Officer
____________________ Director and Executive November 26, 1996
Francis R. McAllister* Vice President
/s/ Kevin R. Morano
_____________________ Vice President and Chief November 26, 1996
Kevin R. Morano Financial Officer
/s/ William Dowd
_____________________ Controller November 26, 1996
William Dowd
_____________________ Director November 26, 1996
Willard C. Butcher*
______________________ Director November 26 , 1996
James C. Cotting*
_______________________ Director November 26, 1996
David C. Garfield*
_____________________ Director November 26, 1996
E. Gordon Gee*
_____________________ Director November 26, 1996
James W. Kinnear*
_____________________ Director November 26, 1996
Martha T. Muse*
_____________________ Director November 26, 1996
Michael T. Nelligan*
___________________ Director November 26, 1996
John D. Ong*
_____________________ Director November 26, 1996
James Wood*
* Augustus B. Kinsolving, pursuant to a Power of Attorney executed by each of the directors noted above and filed
with the Securities and Exchange Commission, by signing his name does hereby sign and execute this Registration Statement on Form S-
8 on behalf of each such director.
</TABLE>
<PAGE>
/s/ Augustus B. Kinsolving
__________________________
Augustus B. Kinsolving
Attorney-in-Fact
<PAGE>
FORM OF ASARCO INCORPORATED
COMPENSATION DEFERRAL PLAN
WHEREAS, the Board of Directors of ASARCO Incorporated (the "Board of
Directors") has adopted, and the stockholders of ASARCO Incorporated have
approved, an Incentive Compensation Plan for Senior Officers (the "Incentive
Plan");
WHEREAS, the Incentive Plan permits, in the discretion of the Organization and
Compensation Committee of the Board of Directors (the "Committee") deferral of
payments within limits established by the Committee;
WHEREAS, the Company (as hereinafter defined) maintains a program known as the
Incentive Compensation Award Plan for exempt salaried employees (the
"Incentive Compensation Plan"). The Incentive Compensation Plan is a flexible
bonus program based on targets of earnings and performance levels that are
determined by the Committee (or the Board of Directors, in the case of
directors who are also officers) each year taking into account factors
including the results of the Company's operations, its financial position and
the performance of each management group;
WHEREAS, the Board of Directors adopted the ASARCO Incorporated Supplemental
Savings Plan ( the "Supplemental Savings Plan") to provide an additional
method of saving on a tax-deferred basis for those employees affected by
Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the
"Code"), which imposes limitations on the amount of annual compensation that
may be taken into account for all "tax - qualified" plan purposes;
WHEREAS, the Board of Directors deems it advisable to rename the Supplemental
Savings Plan as the ASARCO Incorporated Compensation Deferral Plan (the
"Plan") and amend and restate it, as set forth herein, to include deferrals to
be made under the Incentive Plan and the Incentive Compensation Plan; and
WHEREAS, the Committee has adopted the Plan as its administrative guidelines
to permit the deferral of compensation pursuant to the Incentive Plan and has
recommended to the Board of Directors the adoption of the Plan as its
amendment and restatement of the Supplemental Savings Plan to permit the
continuation of deferrals made thereunder and additional deferrals of salaries
for employees affected by Section 401(k)(3) of the Code, and to permit
deferrals of awards made pursuant to the Incentive Compensation Plan, and the
Board of Directors has approved and decided to adopt the Plan as recommended.
NOW, THEREFORE, the Board of Directors hereby renames the Supplemental Savings
Plan and amends and restates it in its entirety by adopting the ASARCO
Incorporated Compensation Deferral Plan as hereinafter set forth.
SECTION 1 - EFFECTIVE DATE
The effective date of the ASARCO Incorporated Compensation Deferral Plan (the
"Plan") shall be February 1, 1995 except as to (i) deferrals of salaries for
employees affected by Section 401(k)(3) of the Code, and (ii) incentive
compensation deferrals under the Incentive Compensation Plan ("Incentive
Compensation Plan") and the Incentive Compensation Plan for Senior Officers
("Incentive Plan"), for which the effective date shall be December 1, 1996
(the "Effective Date").
SECTION 2 - ELIGIBILITY
(a) Salary Deferral
For purposes of salary deferral, any employee eligible to participate in
<PAGE>
the Savings Plan of Asarco Incorporated and Participating Subsidiaries
("Asarco Savings Plan") who:
(i) had compensation from the Company of at least $80,000 (or such
other greater limit as may be established under Code Section
414(q)(1)(B)(1)) (the "HCE Limit") for the calendar year
preceding the year for which the election is effective,
(ii) has an annualized base salary equal to or greater than the HCE
Limit for the year for which the election is effective, or
(iii) had 1996 contributions under the Asarco Savings Plan returned
in 1997 as a result of limitations imposed by Code Section
401(k)(3)
shall be considered an "Eligible Employee". ASARCO Incorporated and
its Participating Subsidiaries shall be referred to herein as the
"Company". "Participating Subsidiary" means any subsidiary of ASARCO
Incorporated that has adopted this Plan with the approval of the Board
of Directors or of the Committee.
(b) Incentive Compensation Deferral
For purposes of incentive compensation deferrals under the Incentive
Compensation Plan and the Incentive Plan, any exempt salaried employee of
the Company who meets the compensation requirements of Section 2(a)(i) or
2(a)(ii) above shall be considered an "Eligible Employee".
SECTION 3 - PARTICIPATION
(a) Election to Defer
(1) Salary Deferral. To become a participant in the salary deferral
component of the Plan for a particular calendar year, an Eligible
Employee must elect, prior to the beginning of such calendar year, to
defer receipt of a percentage of his base annual salary to be earned
during the calendar year (an Eligible Employee who has a valid election
in effect under this section 3 shall be referred to herein as a
"Participant"). Such an election shall be in writing on forms prescribed
by the Committee, which election shall include (1) the percentage amount
to be deferred, and (2) an election of a lump sum payment or the number
of annual installments (not to exceed ten) for the payment of the
deferred compensation. A Participant's election to defer with respect to
a calendar year under this subsection (a)(1) shall continue in effect for
all subsequent calendar years until changed in accordance with subsection
(e). An employee of the Company that becomes an Eligible Employee after
the Effective Date may elect to become a Participant in the Salary
Deferral component of the Plan for the calendar year in which he becomes
an Eligible Employee by electing to defer a percentage of his base annual
salary (in accordance with Section 3(b)) within 30 days of becoming an
Eligible Employee. The election will be effective on a prospective basis
beginning with the payroll period that occurs as soon as administratively
practicable following receipt of the election by the Committee.
(2) Incentive Compensation Deferral. To become a participant in the
Incentive Compensation Deferral component of the Plan for a particular
calendar year, an Eligible Employee must elect, prior to the beginning of
such calendar year, to defer receipt of an amount not to exceed 100
percent of his award under the Incentive Plan or the Incentive
Compensation Plan, or both as the case may be (the "Incentive
Compensation Award"), declared during the calendar year to which the
election relates. Such an election shall be in writing on forms
prescribed by the Committee as described in Section (3)(a)(1) above. A
Participant's election to defer with respect to a calendar year under
this subsection (a)(2) shall continue in effect for all subsequent
calendar years until changed in accordance with subsection (e).
<PAGE>
(b) Deferral Amount
(1) Salary Deferral. A Participant who meets the requirements of Section
3(a)(1) for a calendar year may elect to have the following amounts (the
"Salary Deferral Amount") credited to his account for such calendar year
or portion thereof during which an election is effective (the "Deferral
Period"):
(a) the Participant's elected salary deferral contribution percentage
under the Asarco Savings Plan as in effect on January 1 of such year,
multiplied by the Participant's base annual salary in excess of the Code
Section 401(a)(17) limit, as adjusted from time to time ($150,000 in
1996) (the "Compensation Limit"); provided, however, that the total
amount of Salary Deferrals under this subsection cannot exceed twelve
percent of the Participant's base annual salary in excess of the
Compensation Limit; and
(b) the product of (i) multiplied by (ii), where (i) is the Participant's
elected salary deferral contribution percentage under this Plan (not to
exceed twelve percent) reduced by the maximum contribution percentage
permitted for highly compensated employees under the Asarco Savings Plan
due to the limitations imposed by Code Section 401(k)(3) or by the Plan
Administrator for the Asarco Savings Plan for such calendar year, and,
(ii) is the lesser of the Participant's base annual salary for such year
or the Compensation Limit.
(2) Incentive Compensation Deferral. The amount of a Participant's
incentive compensation deferral for a Deferral Period shall be any whole
dollar amount or whole percent of his Incentive Compensation Award
declared during the calendar year as elected by the Participant (the
"Incentive Compensation Deferral Amount"). In the event the award
declared is less than the dollar amount specified in the Participant's
election, the full amount of the award shall be deferred (subject to
Section 13).
(c) Irrevocability of Election
Subject to the provisions of subsection (e) of this Section 3, a deferral
election hereunder shall be irrevocable.
(d) Employer Provided Benefit
With respect to each Deferral Period, the Company shall make a deemed
matching contribution equal to 50% of each Participant's Salary Deferral
Amount (each such deemed matching contribution, an "Employer Provided
Benefit"); provided, however, that no Participant's Employer Provided
Benefit with respect to a particular year may exceed the amount by which
3% of such Participant's base annual salary for such year exceeds the
matching contribution made by the Company on the Participant's behalf
under the Asarco Savings Plan for such year. Each such Employer Provided
Benefit shall be deemed to be invested in accordance with the applicable
Participant's investment election, as provided in Section 4.
(e) Change of Election
A Participant may change his election to defer once in each calendar
year. Such an election to change shall be in writing, on forms
prescribed by the Committee. Such change of election shall first be
effective for the calendar year following the election change date.
SECTION 4 - DEEMED INVESTMENT PROVISIONS
(a) A Participant's Salary Deferral Amount, Incentive Compensation Deferral
Amount and Employer Provided Benefit (together, the "Deferral Amounts")
shall be deemed invested in accordance with the Participant's election in
such funds as are provided under the Asarco Savings Plan, except,
however, that the Asarco Common Stock Fund shall not be available as a
deemed investment under the Plan. The Company will attempt to follow the
Participants' elections, but will not be required to do so. Regardless
of whether the Participants' elections are followed, the Participant
<PAGE>
Accounts (as defined in Section 5(a)) shall be credited with deemed
earnings, gains, losses, expenses and changes in the fair market value of
such Participant Accounts as if the Company had followed such investment
designations.
(b) At the time of the election to participate in the Plan, the Participant
must elect in writing to have his Deferral Amounts deemed invested, in
increments of no less than 5%, in one or more of the investment funds
described in Section 4(a). Said election must total one hundred percent
(100%) of his Deferral Amounts.
(c) Each Participant may elect in writing that his future Deferral Amounts be
deemed invested in a proportion different from that previously elected,
but the new election shall be prospective only and shall be made in
accordance with paragraph (b) of this Section 4. Changes in such deemed
investments may be made by a Participant on a daily basis, in accordance
with rules, if any, as shall be established by the Committee.
(d) The election of a deemed investment option is the sole responsibility of
each Participant. Neither the Company, nor the Committee, nor any
trustee of any trust that may be established in connection with the Plan
are authorized or permitted to advise (or shall have any liability with
respect to) a Participant as to the election of any investment option or
the manner in which his Deferral Amounts shall be deemed to be invested.
(e) Consistent with this Section 4, each Participant may elect in writing
that a whole percentage (no less than 5%) or specific dollar amount of
his deemed investment in any fund may be transferred to any other fund
available under the Plan. Such election will be prospective only and
will be permitted on a daily basis, in accordance with rules, if any, as
shall be established by the Committee.
SECTION 5 - VALUE AND PAYMENT OF BENEFITS
(a) Participant Account
A bookkeeping account shall be established in the financial records of
the Company for each Participant ("Participant Account") to which there
shall be credited for each year during which a deferral election is in
effect, (i) the Participant's Deferral Amounts and (ii) deemed investment
earnings or losses arising therefrom based on the Participant's elections
pursuant to Section 4, as in effect from time to time in accordance
therewith.
(b) Payment of Benefits
Subject to paragraphs (c) and (d) of this Section 5, each Participant
shall receive the value of his Participant Account in cash as elected
under the Plan (subject to Section 13) as soon as practicable in the year
following the year of the Participant's early or normal retirement from
the Company. If a Participant terminates service with the Company prior
to qualifying for early retirement under the Company's Retirement Benefit
Plan for Salaried Employees, the value of his Participant Account will be
distributed as soon as practicable following the termination from service
in cash as elected under the Plan (subject to Section 13). In the event
of the death of a Participant before receiving the value of his
Participant Account, such distribution shall be paid to his beneficiary
or beneficiaries designated pursuant to Section 6.
(c) Financial Hardship of Participants
At any time prior to commencement of payment of benefits pursuant to
paragraph (b) of this Section 5, a Participant may request a payment of
all or a portion of the value of his Participant Account. Such a request
shall be approved by the Committee only upon a finding that the
Participant has suffered a severe financial hardship which has resulted
from events beyond the Participant's control ("Hardship Event"), and only
in the amount reasonably needed to satisfy such Hardship Event. Whether
a Hardship Event has occurred shall be determined in accordance with
<PAGE>
Treasury Regulation Sections 1.457- 2(h)(4) and (5). In the event such a
payment is approved, payment of all or a portion of the value of the
Participant Account shall be made as soon as practicable to the
Participant.
(d) Withdrawals
(1) Adequate Prior Notice. Absent a Hardship Event, a request for a
payment of all or a portion of the value of a Participant's Participant
Account may be made by such Participant prior to the payment of benefits
pursuant to paragraph (b) of this Section 5, subject to prior written
notice to the Committee (in accordance with such rules and on such forms
as the Committee may prescribe) at least 1 year prior to the requested
payment date. Such payment shall be made in cash in a single lump sum
(subject to Section 13) as soon as practicable after such requested
payment date.
(2) Other Withdrawals. Absent a Hardship Event or adequate prior notice
(in accordance with paragraph (d)(1) above), a request for a payment of
all or a portion of the value of a Participant's Participant Account may
be made by such Participant prior to the payment of benefits pursuant to
paragraph (b) of this Section 5, subject to a 6% penalty of the amount of
the requested payment, which penalty shall be deducted from the requested
payment. The requested payment, less such penalty, shall be paid in cash
in a single lump sum (subject to Section 13) as soon as practicable after
the requested payment date.
(e) Notwithstanding the foregoing, at least one year prior to the date
payment would otherwise commence, a Participant may request the
Committee, subject to the discretion of the Committee, to change his
election with respect to the form of payment of his Participant Account,
or to further defer the time of payment.
SECTION 6 - DESIGNATION OF BENEFICIARY
A Participant may designate one or more beneficiaries by giving written notice
to the Committee on the form of Attachment I hereto or such other form as may
be provided by the Committee for that purpose. If no beneficiary is so
designated, a Participant's beneficiary will be the legal representative of
the Participant's estate. If more than one beneficiary statement has been
filed, the beneficiary or beneficiaries designated in the statement bearing
the most recent date will be deemed the valid beneficiary.
SECTION 7 - PARTICIPANT'S RIGHTS UNSECURED
This Plan shall be unfunded, and the right of any Participant or beneficiary
to receive payment under the provisions of the Plan shall be an unsecured
claim against the general assets of the Company, and no provisions contained
in the Plan shall be construed to give any Participant or beneficiary at any
time a security interest in any Participant Account or any asset of the
Company. The liabilities of the Company to any Participant or beneficiary
pursuant to the Plan shall be solely those of a debtor pursuant to such
contractual obligations as are created by the Plan. Amounts, if any, which
may be set aside by the Company for accounting purposes may be held in trust,
the assets of which shall be subject to the claims of the Company's or the
employing Participating Subsidiary's creditors, as the case may be, in the
event of the Company's or applicable Participating Subsidiary's bankruptcy or
insolvency only. Any Deferral Amount paid from such trust shall reduce the
amount of such benefits owed by the Company, or the applicable Participating
Subsidiary. No Participant or beneficiary shall have any right to, or control
or incidence of ownership with respect to, any such amounts or any other
assets of the Company, or any subsidiary of the Company.
SECTION 8 - NON-ALIENATION OF BENEFITS
No benefit payable under or interest in the Plan shall be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
<PAGE>
encumbrance or charge (in each case, whether voluntary or involuntary), and
any such attempted action shall be void and no such benefit or interest shall
be in any manner liable for or subject to debts, contracts, liabilities,
engagements or torts of any Participant, former Participant or beneficiary.
If a Participant, former Participant or beneficiary shall attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber or charge any
benefit payable under or interest in the Plan in contravention of the
foregoing sentence, the Committee will disregard the attempted transfer,
assignment, or other alienation, and will pay the value of his Participant
Account in accordance with the terms of Section 5.
SECTION 9 - ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Committee. The Committee shall construe
and interpret the Plan and may adopt rules and regulations governing the
administration of the Plan, as well as exercise any duties and powers
conferred on it by the terms of the Plan. The Committee shall act by vote or
written consent of a majority of its members or otherwise as in accordance
with its general procedures as in effect from time to time.
SECTION 10 - AMENDMENT OR TERMINATION OF THE PLAN
Except as provided in Section 14 hereof, this Plan may at any time or from
time to time be amended, modified or terminated by the Board of Directors. In
the event that the Board of Directors determines that it is inadvisable to
continue to maintain the Plan for any reason, it may provide that no further
deferrals shall be allowed under this Plan and (a) that amounts credited to
each Participant Account shall be paid out immediately in a cash lump-sum, or
(b) provide that payments shall continue to be made pursuant to the provisions
of Section 5 with respect to then existing Participant Accounts, which shall
continue to be credited with deemed investment earnings or losses in
accordance with Section 5(a) until paid in full in accordance with Section 5.
SECTION 11 - NO ENTITLEMENT TO AWARDS OR RIGHT OF CONTINUED EMPLOYMENT
Neither the establishment of the Plan nor the payment of any benefits
hereunder nor any action of the Company, a subsidiary of the Company, or the
Committee shall be held or construed to confer upon any person any legal right
to be awarded any amounts under the Incentive Plan or the Incentive
Compensation Plan or to continue in the employ of the Company or a subsidiary
of the Company. The Company and its subsidiaries expressly reserve the right
to discharge any Participant whenever the interest of any such company in its
sole discretion may so require without liability to such company or the
Committee except as to any rights which may be expressly conferred upon such
Participant under the Plan.
SECTION 12 - DISCRETION OF COMPANY, BOARD OF DIRECTORS AND COMMITTEE
(a) Any decision made or action taken by the Company or by the Board of
Directors or by the Committee arising out of or in connection with the
construction, administration, interpretation and effect of the Plan shall
lie within the absolute discretion of the Company, the Board of Directors
or the Committee, as the case may be, and shall be final, conclusive and
binding upon all persons.
(b) No member of the Board of Directors or of the Committee or officer or
employee of the Company or its subsidiaries shall be liable for any act
or action hereunder, whether of commission or omission, taken by any
other member, or by any officer, agent, or employee, except in
circumstances involving his bad faith for anything done or omitted to be
done by himself.
SECTION 13 - TAX WITHHOLDING
There shall be deducted from all deferrals or payments made under this Plan
the amount of any taxes required to be withheld by any Federal, state, local
<PAGE>
or foreign government, including any employment taxes required to be withheld
under Code Section 3121(v). The Participants and their beneficiaries,
distributees, and personal representatives will bear any and all Federal,
foreign, state, local or other income or other taxes imposed on amounts paid
under the Plan, and the Company may take whatever actions are necessary and
proper to satisfy all obligations of such persons for payment of all such
taxes.
SECTION 14 - CHANGE OF CONTROL
(a) Notwithstanding any other provision of this Plan, in the event of a
Change of Control (as defined below), no person that is not a Participant
in the Plan immediately prior to such Change of Control shall be
permitted to be a Participant under the Plan following such Change of
Control. Upon and after a Change of Control, this Plan may not be
amended, modified or terminated if any such amendment, modification or
termination would adversely affect any accrued benefits of a Participant
or his rights with respect to such accrued benefits in the Plan, unless
any such amendment, modification or termination is consented to in
writing by all such Participants. Upon a Change of Control, a demand for
a payment of all or a portion of the value of a Participant Account may
be made by a Participant prior to the payment of benefits pursuant to
Section 5.
(b) For purposes of this Plan, a "Change of Control" shall be deemed to have
occurred if:
(1) any "person," as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (other
than the Company, any trustee or other fiduciary holding securities under
an employee benefit plan of the Company, or any company owned, directly
or indirectly, by the stockholders of the Company in substantially the
same proportions as their ownership of the stock of the Company), is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company
representing either 31% or more of the voting power of all classes of
capital stock of the Company or 33-1/3% or more of the then outstanding
common stock, without par value, of the Company;
(2) during any period of two consecutive years (not including any period
prior to the effective date of this Plan), individuals who at the
beginning of such period constitute the Board of Directors of the
Company, and any new director (other than a director designated by a
person who has entered into an agreement with the Company to effect a
transaction described in paragraph (1), (3) or (4) of this Section 14(b))
whose election by the Board of Directors or nomination for election by
the Company's stockholders was approved by a vote of at least two-thirds
(2/3) of the directors then still in office who either were directors at
the beginning of such period or whose election or nomination for election
was previously so approved cease for any reason and at any time to
constitute at least a majority thereof;
(3) the stockholders of the Company approve a merger or consolidation of
the Company with any other company, other than (i) a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or being converted into voting securities of the
surviving entity) more than 50% of the combined voting power of the
voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or (ii) a merger or
consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no "person" (as defined herein) acquires
more than 50% of the combined voting power of the Company's then
outstanding securities; or
(4) the stockholders of the Company approve a plan of complete
<PAGE>
liquidation of the Company or an agreement for the sale or disposition by
the Company of all or substantially all of the Company's assets.
SECTION 15 - SEVERABILITY
In the event any provision of this Plan would serve to invalidate the Plan,
that provision shall be deemed to be null and void, and the Plan shall be
construed as if it did not contain the particular provision that would make it
invalid.
SECTION 16 - GOVERNING LAW; BINDING EFFECT; MISCELLANEOUS
The Plan shall be governed and construed and enforceable in accordance with
the laws of the State of New York, except as superseded by applicable Federal
law.
If the Company is consolidated or merged with or into another corporation, or
if another entity purchases all, or substantially all of the Company's assets
the surviving or acquiring corporation shall succeed to the Company's rights
and obligations under the Plan. The Plan shall inure to the benefit of, and
be enforceable by, each Participant, the Participant's personal or legal
representatives, executors, administrators, successors, heirs, devisees, and
legatees, as the case may be.
Where appearing in the Plan, the masculine gender shall include the feminine
gender.
References to the Code or to Treasury Regulations shall include any successor
provisions, amendments or substitutions thereto.
IN WITNESS WHEREOF, the Company has caused the ASARCO Incorporated
Compensation Deferral Plan to be duly adopted and executed by its duly
authorized officers and its corporate seal affixed hereon as of the
___________________.
ATTEST: ASARCO Incorporated
_____________________ By:______________________
Assistant Secretary Vice President
ATTACHMENT I
ASARCO INCORPORATED
COMPENSATION DEFERRAL PLAN
DESIGNATION OF BENEFICIARY
In the event of my death prior to my retirement from employment with ASARCO
Incorporated or its applicable subsidiary, or following my retirement but
before I have received all benefits payable to me under the Compensation
Deferral Plan (the "Plan"), I hereby designate, for purposes of Section 6 of
the Plan, the following beneficiary (or beneficiaries) to receive the
benefits, if any, to which I may be entitled under the Plan.
Beneficiary or Beneficiaries:
Name/Address: Relationship: % Interest:
<PAGE>
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
In the event that I wish at a later date to designate a beneficiary or
beneficiaries different from the designation election above a new designation
of beneficiary form will be completed by me.
_____________________________ _________________________
Signature Date
_____________________________ _________________________
Print Name Social Security Number
<PAGE>
EXHIBIT 5.1
November 26, 1996
ASARCO Incorporated
180 Maiden Lane
New York, New York 10038
Dear Sirs:
You have requested my opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") filed by ASARCO
Incorporated (the "Company") with the Securities and Exchange Commission (the
"Commission") for registration under the Securities Act of 1933, as amended,
of $2,500,000 of the Company's Deferred Compensation Obligations (the
"Obligations") which may be acquired by certain executive and other key
salaried employees of the Company and its subsidiaries pursuant to the terms
and provisions of the Company's ASARCO Incorporated Deferral Compensation Plan
effective December 1, 1996 (the "Plan").
I am familiar with the corporate proceedings relating to the
authorization of the Obligations. I have examined and relied on originals, or
copies certified to my satisfaction, of all such corporate records of the
Company and such other instruments and other certificates of public officials,
officers and representatives of the Company and such other persons, and I have
made such investigations of law, as I have deemed appropriate as a basis for
the opinion herein expressed.
Based upon the foregoing, it is my opinion that the Obligations
will, if issued and delivered in accordance with the terms and provisions of
the Plan, be valid obligations of the Company enforceable in accordance with
the terms of the Plan.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving such consent I do not thereby admit that I
am an expert with respect to any part of such Registration Statement within
the meaning of the term "expert" as used in the Securities Act of 1933, as
amended, or the rules or regulations of the Commission issued thereunder.
Very truly yours,
/s/ Augustus B. Kinsolving
Augustus B. Kinsolving
ABK:dah
<PAGE>
Exhibit 23.2
Coopers Coopers & Lybrand L.L.P.
& Lybrand a professional services firm
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
ASARCO Incorporated on Form S-8 of our reports dated January 30, 1996 on our
audits of the consolidated financial statements and financial statement
schedules of ASARCO Incorporated and Subsidiaries as of December 31, 1995 and
1994 and for the years ended December 31, 1995, 1994, and 1993 which are
included in the ASARCO Incorporated Annual Report on Form 10K for the fiscal
year ended December 31, 1995. Our report on the consolidated financial
statements includes an explanatory paragraph that describes Southern Peru
Copper Corporation's change in method of accounting for income taxes.
/s/ Coopers & Lybrand L.L.P.
____________________________
Coopers & Lybrand L.L.P.
New York, New York
November 26, 1996
Coopers & Lybrand L.L.P. is a member of Coopers & Lybrand International, a
limited liability association incorporated in Switzerland.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of ASARCO Incorporated ("Asarco"), hereby constitutes and
appoints Richard de J. Osborne, Kevin R. Morano and Augustus B. Kinsolving as
his true and lawful attorneys-in-fact and agents, and each of them with full
power to act without the others as his true and lawful attorney-in-fact and
agent, for him and in his name, place and stead, in any and all capacities, to
sign Registration Statements on Form S-8 and any and all amendments and other
documents relating thereto, to be filed with the Securities and Exchange
Commission, Washington, D.C. 20549, under the provisions of the Securities Act
of 1933, as amended, for the registration under said Act of shares of Asarco
Common Stock to be offered in connection with the Savings Plan for Salaried
Employees of ASARCO Incorporated and Participating Subsidiaries, the 1996
Stock Incentive Plan of ASARCO Incorporated and any other employee benefit
plan of Asarco ("Plans"), or the registration of participations, if any, in
the Plans, hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully as to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and
seals this 26 day of June, 1996.
/s/ Willard C. Butcher /s/ Michael T. Nelligan
______________________ ______________________
Willard C. Butcher Michael T. Nelligan
Director Director
/s/ James C. Cotting /s/ John D. Ong
______________________ ______________________
James C. Cotting John D. Ong
Director Director
/s/ David C. Garfield /s/ Richard de J. Osborne
______________________ ______________________
David C. Garfield Richard de J. Osborne
Director Director
/s/ E. Gordon Gee /s/ James Wood
______________________ ______________________
E. Gordon Gee James Wood
Director Director
/s/ James W. Kinnear
______________________
James W. Kinnear
Director
/s/ Francis R. McAllister
______________________
Francis R. McAllister
Director
/s/ Martha T. Muse
______________________
Martha T. Muse
Director
<PAGE>
