SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
( ) Definitive Proxy Statement
(X) Definitive Additional Materials
( ) Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
JOINT FILING BY:
ASARCO INCORPORATED AND CYPRUS AMAX MINERALS COMPANY
___________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
N/A
___________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required.
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
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Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
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(4) Date Filed:___________________________________________________
As filed with the Commission on August 30, 1999
<PAGE>
[LOGOS OF CYPRUS AMAX MINERALS COMPANY AND ASARCO INCORPORATED APPEAR HERE]
NEWS
FOR IMMEDIATE RELEASE
DENVER, CO AND NEW YORK, NY, AUGUST 29, 1999 - Cyprus Amax Minerals Company
(NYSE: CYM) and ASARCO Incorporated (NYSE: AR) responded to Phelps Dodge's
announcement on Friday that it was commencing a hostile exchange offer to break
up the Asarco and Cyprus Amax merger. Shareholders of both companies are being
asked to approve the merger at meetings set for September 30, 1999.
Jointly replying to the Phelps Dodge announcement, Milton H. Ward, Chairman,
President and Chief Executive Officer of Cyprus Amax and Francis R. McAllister,
Chairman and Chief Executive Officer of Asarco stated "The actions of Phelps
Dodge prove what we have been saying since they came on the scene two weeks ago.
Their main interest is to break up our merger. We believe that Phelps Dodge is
attempting to coerce our shareholders into a transaction which delivers the
majority of the benefits and value to Phelps Dodge and its shareholders.
"Phelps Dodge claims they have accepted three of four of our negotiating
principles. Quite the contrary, they have not even made the effort to embody
their position in a definitive form of acquisition agreement demonstrating their
good faith.
"The United States Department of Justice has allowed the waiting period for our
merger to terminate under the Hart-Scott-Rodino Act. In light of this, our
shareholders must remember that on September 30, there will be only one
alternative that puts value in their pockets immediately - ours. The Phelps
Dodge proposal is subject to numerous conditions - chief among them regulatory
approval and the need to obtain Phelps Dodge stockholder approval - which cannot
be secured by September 30.
"We continue to be prepared to negotiate a transaction involving all three
companies that offers our shareholders a fair price. This remains the case in
spite of all the unreasonable tactics they have utilized including letters,
lawsuits and inflammatory public statements."
Cyprus Amax is a leading producer of copper, the world's largest producer of
molybdenum, and hold a 30% interest in Kinross Gold Corporation. Cyprus Amax is
exploring for minerals worldwide. Asarco is one of the world's leading producers
of copper, specialty chemicals and aggregates.
Actual results may vary materially from any forward-looking statement the
Companies make. Refer to the Cautionary Statement and Risk Factors contained in
Cyprus Amax's and Asarco's 1998 Form 10-Ks.
###
FOR FURTHER INFORMATION:
Gerald J. Malys (303) 643-5060 John Taraba (303) 643-5244
Jerry W. Cooper (212) 510-1810 (212) 510-1835 (FAX)
Donald M. Noyes (212) 510-1813
