SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
ASARCO Incorporated
-------------------
(Name of Issuer)
Common Stock, without par value
-------------------------------
(Title of Class of Securities)
04341310
(CUSIP Number)
Daniel Tellechea Salido Nicolas Grabar
Grupo Mexico, S.A. de C.V. Cleary, Gottlieb, Steen & Hamilton
Baja California 200 One Liberty Plaza
06760 Mexico City, Mexico New York, New York 10006
(52-5) 574-8483 (212) 225-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 31, 1998
-------------
(Date of Event Which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this Schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
<PAGE>
SCHEDULE 13D
CUSIP NO. 04341310
- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Grupo Mexico, S.A. de C.V.
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [__]
(b) [__]
- -----------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [__]
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
- -----------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF None
SHARES -------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,596,300
EACH -------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
WITH -------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,596,300
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,596,300
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [__]
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.07%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -----------------------------------------------------------------
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<PAGE>
SCHEDULE 13D
CUSIP NO. 04341310
- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Grupo Minero Mexico, S.A. de C.V.
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [__]
(b) [__]
- -----------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [__]
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
- -----------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF None
SHARES -------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,596,300
EACH -------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
WITH -------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,596,300
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,596,300
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [__]
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.07%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -----------------------------------------------------------------
Page 3 of 7
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the
General Rules and Regulations under the Securities Exchange Act
of 1934, as amended, the undersigned hereby amend their Schedule
13D dated December 29, 1997, as amended by Amendment No. 1 to the
Schedule 13D dated January 26, 1998 (the "Schedule 13D"),
relating to the common stock, without par value ("Common Stock")
of ASARCO Incorporated (the "Issuer"). Unless otherwise
indicated, all defined terms used herein shall have the same
meanings respectively ascribed to them in the Schedule 13D.
Item 1. Security and Issuer.
No material change.
Item 2. Identity and Background.
No material change.
Item 3. Source and Amount of Funds or Other Consideration.
No material change.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and restated in its entirety
as follows:
The shares of Common Stock held by GMEXICO were
acquired for the purpose of investment in the Issuer. GMEXICO
intends to file a Notification and Report Form under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the "HSR Act"), concerning its intention to make additional
purchases of Common Stock (not to exceed the 15% ownership level
under the HSR Act) that may not be exempt from notification under
the HSR Act. The Reporting Persons continue to review their
investment in the Issuer based on various factors that the
Reporting Persons consider relevant, including without
limitation, (i) the financial performance and prospects of the
Issuer; (ii) the availability and market price of shares of
Common Stock; (iii) other general economic, market and investment
conditions; (iv) other investment opportunities available to the
Reporting Persons; and (v) with respect to the possibility of
acquiring additional shares of Common Stock resulting in the
Reporting Persons holding more than 10% of the outstanding Common
Stock, (A) the potential effect of provisions of the Issuer's
Certificate of Incorporation applicable to 10% shareholders and
(B) any information that may come to the Reporting Persons'
attention that would cause them to change their view (based on
the Issuer's public filings) that the Issuer does not have its
principal executive offices or significant business operations in
New Jersey and therefore is not subject to the New Jersey
Shareholder Protection Act. On the basis of these and other
factors, the Reporting Persons may pursue various courses of
action, including (1) acquiring additional shares of Common Stock
in the open market or otherwise, (2) selling some or all of the
shares of Common Stock held by the Reporting Persons in the open
market or otherwise, (3) engaging in one or more financing
transactions consisting of borrowings secured by a pledge of
shares of Common Stock or derivative transactions with
similar economic effects, (4) contacting the Issuer and its
representatives to discuss the possibility of exchanging some or
all of the shares of the Issuer held by the Reporting Persons for
some or all of the 62,104,386 shares of common stock of GMEXICO,
representing
Page 4 of 7
<PAGE>
9.55% of the capital stock of GMEXICO, held by the Issuer and (5)
contacting the Issuer, its representatives, other investors in
the Issuer or other interested parties for the purpose of
discussing the possibility of a business combination or joint
venture between the Issuer and the Reporting Persons and other
related matters.
Except as set forth above, the Reporting Persons do
not have any plans or proposals of the type referred to in
clauses (a) through (j) of Item 4 of Schedule 13D promulgated by
the Commission.
Item 5. Interest in Securities of the Issuer.
Paragraphs (b), (d) and (e) are unchanged. Paragraphs
(a) and (c) of Item 5 are hereby amended and restated in their
entireties as follows:
(a) To the best knowledge of the Reporting Persons, as
of June 30, 1998, there were 39,654,000 shares of Common Stock
outstanding (as reported in the Issuer's Quarterly Report for the
quarter ended June 30, 1998 filed on Form 10-Q with the
Commission on July 23, 1998). The 3,596,300 shares of Common
Stock beneficially owned by the Reporting Persons represent
approximately 9.07% of the Common Stock issued and outstanding.
(c) Annex I hereto sets forth all transactions in
shares of the Common Stock effected since January 26, 1998 by the
Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
No material change.
Item 7. Material to be Filed as Exhibits.
No material change.
Page 5 of 7
<PAGE>
SIGNATURE
After reasonable inquiry and the best of its knowledge and
belief, each of the undersigned certifies that the information
set forth in the statement is true, complete and correct.
Dated: July 31, 1998
Grupo Mexico, S.A. de C.V.
By: /s/ Daniel Tellechea Salido
-------------------------------
Name: Daniel Tellechea Salido
Title: Managing Director
Grupo Minero Mexico, S.A. de C.V.
By: /s/ Daniel Tellechea Salido
-------------------------------
Name: Daniel Tellechea Salido
Title: Managing Director
Page 6 of 7
<PAGE>
ANNEX I
Transactions in Common Stock by the
Reporting Persons Since January 26, 1998
Reporting Number of Price Per Method of
Person Date Shares Share Transaction
- --------- ---- --------- --------- -----------
GMEXICO January 27 33,200 $21.75 Open Market
GMEXICO January 28 20,000 $21.65 Open Market
GMEXICO January 29 20,000 $22.0156 Open Market
GMEXICO March 3 10,000 $22.5625 Open Market
GMEXICO June 1 46,300 $22.4954 Open Market
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