SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
SCHEDULE 14D-9/A
(AMENDMENT NO. 2)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
_________________
ASARCO INCORPORATED
(Name of Subject Company)
ASARCO INCORPORATED
(Name of Person(s) Filing Statement)
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
043413103
(CUSIP NUMBER OF CLASS OF SECURITIES)
FRANCIS R. MCALLISTER
ASARCO INCORPORATED
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
180 MAIDEN LANE
NEW YORK, NEW YORK 10038
(212) 510-2000
(Name, address and telephone number of person
authorized to receive notice and communications on
behalf of the person(s) filing statement).
With Copies to
J. MICHAEL SCHELL
MARGARET L. WOLFF
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
This Amendment No. 2 to the Solicitation/Recommendation Statement on
Schedule 14D-9 relates to the exchange offer for all of the outstanding
shares of ASARCO Common Stock which is described in a Tender Offer
Statement on Schedule 14D-1 of Phelps Dodge Corporation, a New York
corporation ("Phelps Dodge"), filed with the Securities and Exchange
Commission on September 3, 1999, which incorporates the prospectus of
Phelps Dodge contained in the Registration Statement on Form S-4 of Phelps
Dodge filed with the Commission on August 27, 1999, as amended by Amendment
No. 1 thereto filed with the Commission on September 1, 1999 and Amendment
No. 2 thereto filed with the Commission on September 2, 1999.
ITEM 9 MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by adding the following
Exhibit:
Exhibit 21. Letter to Employee/Shareholders of ASARCO.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
ASARCO INCORPORATED
By /s/ Francis R. McAllister
________________________________
Name: Francis R. McAllister
Title: Chairman and
Chief Executive Officer
Dated: September 15, 1999
Exhibit 21
[ASARCO LOGO] Executive Office
September 15, 1999
Dear Fellow Employee/Shareholder:
I know you have been following the progress of our merger with Cyprus
Amax closely. We are working on communications to employees addressing
questions the merger raises which will be sent out in the next few days.
In the meantime, I want to emphasize how important this merger opportunity
is to you, our employees, as well as our other shareholders. The new
Asarco Cyprus will be a strong competitor as we produce copper for a cash
cost of 50cent and will be profitable even when the price of copper is
65cent per pound.
Asarco shareholders won't have to wait long to realize the values of
this merger. After shareholder approval, a one for one exchange of Asarco
shares will be made for shares in the new company and shareholders will
also receive a cash payment of $5.00 per share. For those of us with
Asarco shares in our 401(k) or Savings Plans, the $5.00 will be used to
purchase more Asarco Cyprus stock in our 401(k) or Savings Plan accounts.
I'm attaching a copy of our recent announcement that further details the
benefits of the Asarco and Cyprus Amax merger to our shareholders and
explains the unfairness to our shareholders of the proposed Phelps Dodge
takeover.
How can you ensure that Phelps Dodge doesn't steal our opportunity and
break up our future? Simple, just vote "yes" on your white proxy card,
sign it and return it in the envelope provided. If you have misplaced it,
you should contact your Human Resources Department, and they will see that
it is replaced. Every vote counts. Please vote now.
Very truly yours,
/s/ Francis R. McAllister
Francis R. McAllister
FRM/nvo
