<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1996.
REGISTRATION NO. 333-02359
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________
ASARCO INCORPORATED
(Exact name of registrant as specified in its charter)
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NEW JERSEY 13-4924440
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
180 Maiden Lane
New York, New York 10038
(212) 510-2000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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Augustus B. Kinsolving, Esq.
ASARCO Incorporated
180 Maiden Lane, New York, New York 10038
(212) 510-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_______________
COPY TO:
Kevin Keogh, Esq.
Timothy B. Goodell, Esq.
White & Case
1155 Avenue of the Americas
New York, New York 10036
_______________
Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. ( )
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. (x)
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ( )__________.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
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under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ( )__________.
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box ( ).
_______________
Pursuant to Rule 429 promulgated under the Securities Act of 1933, as
amended, the prospectus which is a part of this Registration Statement
includes all the information currently required in a prospectus relating to
the securities covered by Registration Statement No. 33-55993 of the Company
and such combined prospectus constitutes Post-Effective Amendment No. 1 to,
and will be used in connection with, Registration Statement No. 33-55993. The
amount of Securities carried forward from Registration Statement No. 33-55993
is $150,000,000, in respect of which the registrant has previously paid a
filing fee of $51,724.14.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
PROSPECTUS
ASARCO Incorporated
$300,000,000
Debt Securities
Convertible Debt Securities
Common Stock
Preferred Stock
Depositary Shares
Convertible Preferred Stock
Warrants
_______________
ASARCO Incorporated ("Asarco" or the "Company") may from time to time offer,
together or separately, (i) its debt securities consisting of debentures,
notes or other unsecured evidences of indebtedness (the "Debt Securities");
(ii) its convertible debt securities (the "Convertible Debt Securities"),
consisting of debentures, notes or other evidences of indebtedness
representing unsecured obligations of the Company convertible into common
stock, without par value (the "Common Stock") or into Preferred Stock, without
par value (the "Preferred Stock") of the Company; (iii) shares of its
Preferred Stock, which may be represented by Depository Receipts (the
"Depositary Shares") which will represent a fraction of a share of Preferred
Stock; (iv) shares of its Preferred Stock convertible into Common Stock or
another series of Preferred Stock (the "Convertible Preferred Stock"), which
may be represented by Depositary Shares; and (v) warrants to purchase
securities of the Company as shall be designated by the Company at the time of
the offering (the "Warrants"), in each case, in amounts, at prices and on
terms to be determined at the time of the offering. The Company may also
offer and sell from time to time shares of the Common Stock. The Common
Stock, the Debt Securities, the Convertible Debt Securities, the Preferred
Stock, the Convertible Preferred Stock, the Depositary Shares and the Warrants
are collectively called the "Securities."
The aggregate initial offering price of the Securities offered by the Company
<PAGE>
hereby will not exceed $300,000,000 or its equivalent in any other currency or
composite currency determined at the applicable exchange rate at the time of
sale.
For each offering of Securities for which this Prospectus is being delivered,
there will be an accompanying Prospectus Supplement (the "Prospectus
Supplement"), which sets forth, where applicable, (i) in the case of Debt
Securities and Convertible Debt Securities, the specific designation,
aggregate principal amount, the denomination, maturity, premium, if any, the
rate (which may be fixed or variable), time and method of calculating payment
of interest, if any, on such Debt Securities or Convertible Debt Securities,
any terms of redemption at the option of the Company or the holder, terms for
sinking fund payments, and with respect to Convertible Debt Securities, terms
for conversion into Common Stock or Preferred Stock; (ii) in the case of
Preferred Stock or Convertible Preferred Stock, the specific title and stated
value, any dividend, liquidation, redemption, voting and other rights, and any
other special terms, including the terms of any Depositary Shares representing
Preferred Stock and terms for converting Convertible Preferred Stock into
other Securities; (iii) in the case of Common Stock, the number of shares of
Common Stock and the terms of offering thereof; and (iv) in the case of
Warrants, the designation and number, the exercise price, any listing of the
Warrants or the underlying Securities on a securities exchange and any other
terms in connection with the offering, sale and exercise of the Warrants. If
so specified in the applicable Prospectus Supplement, Debt Securities and
Convertible Debt Securities of a series may be issued in whole or in part in
the form of one or more temporary or permanent global securities. The
Prospectus Supplement will also contain information, as applicable, about
certain United States Federal income tax considerations relating to the
particular Securities offered thereby.
The Company may sell the Securities to or through underwriters, through
dealers or agents or directly to purchasers. See "Plan of Distribution." The
accompanying Prospectus Supplement will set forth the names of any
underwriters, dealers or agents involved in the sale of the Securities in
respect of which this Prospectus is being delivered, the amounts proposed to
be purchased by them, any applicable fee, commission or discount arrangements
with them, the initial public offering price and the net proceeds to the
Company.
The Common Stock is listed on the New York Stock Exchange under the symbol
"AR." Any shares of Common Stock sold pursuant to a Prospectus Supplement will
be listed on such exchange, subject to an official notice of issuance.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is May ___, 1996.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Expenses in connection with the issuance of the securities being
registered hereby are estimated as follows:
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Registration fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $51,724.14
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . 30,000.00
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,000.00
Blue Sky and Legal Investment fees and expenses . . . . . . . . . . . . . . . . 5,000.00
Transfer Agent's fees and expenses . . . . . . . . . . . . . . . . . . . . . . 5,000.00
Printing expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000.00
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,275.86
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $150,000.00
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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
<PAGE>
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, suit 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
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 contendere 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.
<PAGE>
"(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.
"(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
<PAGE>
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
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 16. EXHIBITS.
Exhibit
Number Description of Documents
1 Form of Underwriting Agreement relating to the Securities*
3.1 Certificate of Incorporation
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(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)
(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)
3.2 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)
4.1 Form of Indenture between the Company and Chemical Bank, as Trustee, for
Debt Securities and Convertible Debt Securities*
4.2 Form of Deposit Agreement between the Company and the Depositary, for
Depositary Shares and Depositary Receipts**
4.3 Form of Common Stock Warrant Agreement*
<PAGE>
4.4 Form of Preferred Stock Warrant Agreement*
4.5 Form of Debt Warrant Agreement*
4.6 Form of Currency Warrant Agreement*
5.1 Opinion of White & Case**
12.1 Statement re Computation of Consolidated Ratio of Earnings to Fixed
Charges and Combined Fixed Charges and Preferred Share Dividend
Requirements**
23.1 Consent of Coopers & Lybrand L.L.P.**
23.2 Consent of White & Case (contained in its opinion filed as
Exhibit 5.1)**
24 Power of attorney (previously filed)
25.1 Statement of Eligibility of Chemical Bank as Trustee on Form T-1***
_______________
* Previously filed as an Exhibit to the Company's Registration Statement on
Form S-3 (No. 33-55993) and incorporated herein by reference.
** Previously filed as an Exhibit to this Registration Statement.
*** To be filed under cover of Form 8-K.
ITEM 17. UNDERTAKINGS.
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;
(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;
(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 (1)(i) and (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 Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(4) That, for purposes of determining any liability under the Securities
<PAGE>
Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in this Registration
Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(5) That, for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon
Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company
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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company
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 Company 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. 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-3 and has duly caused this Amendment No. 2
to the 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 the
6th day of May, 1996.
ASARCO Incorporated
By: /s/ Kevin R. Morano
Name: Kevin R. Morano
Title: Vice President and
Chief Financial Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 2 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES STATED BELOW ON THE 6TH DAY OF MAY, 1996.
<TABLE>
<CAPTION>
Signature Title
<S> <C>
* Chairman of the Board, Chief Executive
_______________________________ Officer, President and Director
(Richard de J. Osborne)
/s/ Kevin R. Morano Vice President and Chief Financial
<PAGE>
_______________________________ Officer (Principal Financial Officer)
(Kevin R. Morano)
* Controller (Principal Accounting Officer)
_______________________________
(William Dowd)
* Director
_______________________________
(Willard C. Butcher)
* Director
_______________________________
(James C. Cotting)
* Director
_______________________________
(David C. Garfield)
* Director
_______________________________
(E. Gordon Gee)
* Director
_______________________________
(Harry Holiday, Jr.)
* Director
_______________________________
(James W. Kinnear, III)
* Director
_______________________________
(Francis R. McAllister)
* Director
_______________________________
(Martha T. Muse)
* Director
_______________________________
(Michael T. Nelligan)
* Director
______________________________
(John D. Ong)
* Director
______________________________
(James Wood)
* By: /s/ Kevin R. Morano
______________________________
(Kevin R. Morano)
</TABLE>
EXHIBIT INDEX
Exhibit
Number Description of Documents Page
1 Form of Underwriting Agreement relating to the Securities*
<PAGE>
3.1 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 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)
(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)
3.2 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)
4.1 Form of Indenture between the Company and Chemical Bank, as Trustee,
for Debt Securities and Convertible Debt Securities*
4.2 Form of Deposit Agreement between the Company and the Depositary, for
Depositary Shares and Depositary Receipts**
4.3 Form of Common Stock Warrant Agreement*
<PAGE>
4.4 Form of Preferred Stock Warrant Agreement*
4.5 Form of Debt Warrant Agreement*
4.6 Form of Currency Warrant Agreement*
5.1 Opinion of White & Case**
12.1 Statement re Computation of Consolidated Ratio of Earnings to Fixed
Charges and Combined Fixed Charges and Preferred Share Dividend
Requirements**
23.1 Consent of Coopers & Lybrand L.L.P.**
23.2 Consent of White & Case (contained in its opinion filed as
Exhibit 5.1)**
24 Power of Attorney (Previously filed)
25.1 Statement of Eligibility of Chemical Bank as Trustee on Form T-1***
_______________
* Previously filed as an Exhibit to the Company's Registration Statement on
Form S-3 (No. 33-55993) and incorporated herein by reference.
** Previously filed as an Exhibit to this Registration Statement.
*** To be filed under cover of Form 8-K.
