AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 11, 1998
REGISTRATION NO. 333-_________
________________________________________________________________________________
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)
______________________
ROBERT FERRI, ESQ.
180 MAIDEN LANE
NEW YORK, NY 10038
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (212) 510-2000
______________________
COPY TO:
KEVIN KEOGH, ESQ.
WHITE & CASE
1155 AVENUE OF THE AMERICAS
NEW YORK, NY 10036
______________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE FEE(2)
<S> <C> <C> <C> <C>
DEFERRED COMPENSATION
OBLIGATIONS(1) $10,000,000 100% $10,000,000 $2,950
<FN>
(1) THE DEFERRED COMPENSATION 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, AS AMENDED.
(2) PURSUANT TO RULE 457(H)(1).
</FN>
</TABLE>
<PAGE>
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
ASARCO Incorporated (the "Company") 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, 1996;
(b) The Company's Quarterly Reports on Form 10-Q (File No. 1-164) for
the fiscal quarters ended March 30, 1997, June 30, 1997, and September 30, 1997;
and
(c) The contents of the Company's Registration Statement on Form S-8,
Registration No. 333-16875 (filed with the Commission on November 26, 1996),
except for Items 3 and 5 thereof and Exhibits 5.1, 23.1 and 23.2 thereto.
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 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Mr. Robert Ferri, Secretary and acting General Counsel of the Company,
is elegible to participate in the Plan.
<PAGE>
ITEM 8. EXHIBITS
The following exhibits are filed with this Registration Statement:
Exhibit
No. Description
- ------- -----------
5.1 Opinion of Robert Ferri.
23.1 Consent of Robert Ferri (included in Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P.
<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 11th day of
February, 1998.
ASARCO Incorporated
By /s/ Richard de J. Osborne
---------------------------------
Richard de J. Osborne
Chairman and Chief Executive
Officer
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Richard de J. Osborne Chairman and Chief February 11, 1998
------------------------------------ Executive Officer
Richard de J. Osborne
* Director and February 11, 1998
- ------------------------------------- President and Chief Operating Officer
Francis R. McAllister
/s/ Kevin R. Morano Director and February 11, 1998
- ------------------------------------- Executive Vice President and
Kevin R. Morano Chief Financial Officer
/s/ William Dowd Controller February 11, 1998
- -------------------------------------
William Dowd
* Director February 11, 1998
- -------------------------------------
Willard C. Butcher
- ------------------------------------- Director February __, 1998
Vincent A. Calarco
* Director February 11, 1998
- -------------------------------------
James C. Cotting
* Director February 11, 1998
- -------------------------------------
David C. Garfield
<PAGE>
* Director February 11, 1998
- -------------------------------------
E. Gordon Gee
* Director February 11, 1998
- -------------------------------------
James W. Kinnear
* Director February 11, 1998
- -------------------------------------
Martha T. Muse
* Director February 11, 1998
- -------------------------------------
Michael T. Nelligan
* Director February 11, 1998
- -------------------------------------
John D. Ong
- ------------------------------------- Director February __, 1998
Manuel T. Pacheco
* Director February 11, 1998
- -------------------------------------
James Wood
</TABLE>
* Kevin R. Morano, 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.
/s/ Kevin R. Morano
--------------------------------
Kevin R. Morano
Attorney-in-Fact
Exhibit 5.1
February 11, 1998
ASARCO Incorporated
180 Maiden Lane
New York, New York 10038
Ladies and Gentlemen:
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
$10,000,000 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 ASARCO Incorporated Compensation Deferral Plan effective
December 1, 1996, as amended (the "Plan").
I am familiar with the corporate proceedings relating to the
authorization of the Obligations. I or my associates have examined and relied on
originals, or copies certified to my or their 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 or they have made such investigations of law, as I
or they 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/ Robert Ferri
Robert Ferri
Exhibit 23.2
[Coopers & Lybrand L.L.P. Letterhead]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
ASARCO Incorporated on Form S-8 of our report dated January 28, 1997, on our
audits of the consolidated financial statements and financial statement
schedules of ASARCO Incorporated and Subsidiaries as of December 31, 1996 and
1995, and for the years ended December 31, 1996, 1995, and 1994, which report is
included in the ASARCO Incorporated Annual Report on Form 10-K for the fiscal
year ended December 31, 1996.
Coopers & Lybrand L.L.P.
New York, New York
February 6, 1998
