<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 7)
(FINAL AMENDMENT)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D) (1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 11 TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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ASARCO INCORPORATED
(Name of Subject Company)
ASMEX CORPORATION
AND
GRUPO MEXICO, S.A. DE C.V.
(Bidders)
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COMMON STOCK, NO PAR VALUE
(INCLUDING THE ASSOCIATED JUNIOR
PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
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04341310
(CUSIP Number of Class of Securities)
------------------------
Daniel Tellechea Salido
Managing Director for Administration and Finance
Grupo Mexico, S.A. de C.V.
Baja California 200
Colonia Roma Sur
06760 Mexico City, Mexico
Telephone: 011-525-574-2067
(Name, Address and Telephone Number of Person Authorized
To Receive Notices and Communications on Behalf of Bidders)
COPY TO:
Lori Anne Czepiel, Esq.
Brown & Wood LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
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<PAGE>
SCHEDULE 14-1/13D
SCHEDULE 14D-1/13D
CUSIP NO. 04341310
<TABLE>
<CAPTION>
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<C> <S>
1 NAME OF REPORTING PERSONS
Grupo Mexico, S.A. de C.V.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
13-1808503
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
BK, WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(e) or 2(f) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
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</TABLE>
<TABLE>
<CAPTION>
<C> <C> <S>
7 SOLE VOTING POWER
NONE
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NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
34,998,828
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
NONE
PERSON --------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
34,998,828
--------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
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<C> <S>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,998,828
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
87.6%
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14 TYPE OF REPORTING PERSON
CO
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</TABLE>
<PAGE>
SCHEDULE 14-1/13D
SCHEDULE 14D-1/13D
CUSIP NO. 04341310
<TABLE>
<CAPTION>
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<C> <S>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ASMEX Corporation
I.R.S. Employer Identification Number--Application Pending
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
BK, WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(e) or 2(f) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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</TABLE>
<TABLE>
<CAPTION>
<C> <C> <S>
7 SOLE VOTING POWER
NONE
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NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
34,998,828
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
NONE
PERSON --------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
34,998,828
--------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------
<C> <S>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,998,828
- ---------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
87.6%
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14 TYPE OF REPORTING PERSON
CO
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</TABLE>
<PAGE>
This amendment constitutes Amendment No. 7 to the Tender Offer Statement on
Schedule 14D-1 as the same may have been amended from time to time (as amended
hereby, the "Statement") and Amendment No. 11 to the Schedule 13D and relates to
the offer by Grupo Mexico, S.A. de C.V., a Mexican corporation ("Parent")
through its wholly owned subsidiary, ASMEX Corporation, a Delaware corporation
("Purchaser"), to purchase all of the outstanding shares of common stock,
without par value (together with the associated junior participating preferred
stock purchase rights, the "Common Stock"), of ASARCO Incorporated, a New Jersey
corporation ("ASARCO"), at a purchase price of $29.75 per share of Common Stock,
net to the seller in cash, without interest thereon, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated September 27, 1999,
as amended (the "Offer to Purchase"), a copy of which is attached to this
Statement as Exhibit (a)(1), as amended and supplemented by Supplement No. 1
thereto dated October 8, 1999 ("Supplement No. 1"), a copy of which is attached
to this Statement as Exhibit (a)(10), as further amended and supplemented by
Supplement No. 2 dated October 26, 1999 ("Supplement No. 2"), a copy of which is
attached to this Statement as Exhibit (a)(13) (which, as they may have been
amended or supplemented from time to time, together with the Offer to Purchase
constitute the "Offer"). Capitalized terms not defined herein have the meanings
ascribed in the Offer to Purchase, Supplement No. 1 and Supplement No. 2. The
item numbers and responses thereto below are in accordance with the requirements
of Schedule 14D-1.
Pursuant to Instruction D of the "Special Instructions for Complying with
Schedule 14D-1," this Amendment constitutes the final amendment to the
Statement.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended by the following:
On November 10, 1999, Parent transferred all shares of its Common Stock to
Purchaser in consideration for Purchaser issuing additional equity to Parent.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Item 5 is hereby amended and supplemented by adding the following:
The Offer expired at 12:00 midnight, New York City time, on Friday,
November 12, 1999. Based on information provided by the Depositary, a total of
32,573,446 shares of Common Stock, representing approximately 81.5% of the
outstanding shares of Common Stock, were validly tendered and not properly
withdrawn pursuant to the Offer and were accepted for payment by the Purchaser.
The Common Stock tendered includes approximately 1,474,618 shares of Common
Stock tendered pursuant to Notices of Guaranteed Delivery. Upon purchase of all
such tendered shares of Common Stock, Parent and Purchaser will own
approximately 91% of the outstanding shares. A copy of the press release issued
on November 15, 1999 by Parent with respect to the consummation of the Offer is
attached hereto as Exhibit (a)(19) and incorporated herein by reference.
Pursuant to the Agreement and Plan of Merger, dated as of October 25, 1999,
among ASARCO, Parent and Purchaser (the "Merger Agreement"), upon the purchase
by Purchaser of the tendered shares of Common Stock, Parent is entitled to
designate a certain number of directors on the ASARCO Board. As of November 15,
1999, all the members of the ASARCO Board, other than Francis R. McAllister and
Kevin R. Morano, resigned and were replaced by the following designees of
Parent: German Larrea Mota-Velasco, Genaro Larrea Mota-Velasco, Hector Calva
Ruiz, Daniel Tellechea Salido, Oscar Gonzalez Rocha, Xavier Garcia de Quevedo
Tupete, Alfredo Casar Perez, Daniel Chavez Carreon, Manuel Calderon Cardenas and
Alberto de la Parra Zavala. Francis R. McAllister and Kevin R. Morano will
remain on the ASARCO Board until the completion of the Merger. Following the
Merger, the members of the Board of Directors of Purchaser will become the
members of the Board of Directors of the Surviving Corporation.
<PAGE>
ITEM 6. INTEREST IN THE SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended by adding the following:
The information set forth in Items 2 and 5 of this Statement is incorporated
herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding the following exhibit
thereto:
<TABLE>
<C> <S>
(a)(1) Offer to Purchase dated September 27, 1999.*
(a)(2) Form of Letter of Transmittal.*
(a)(3) Form of Notice of Guaranteed Delivery.*
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.*
(a)(6) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.*
(a)(7) Form of Summary Advertisement dated September 27, 1999.*
(a)(8) Press release of Parent dated September 24, 1999.*
(a)(9) Press release of Parent dated September 27, 1999.*
(a)(10) Supplement No. 1 to the Offer to Purchase dated October 8,
1999.*
(a)(11) Press release of Parent dated October 7, 1999.*
(a)(12) Press release of Parent dated October 25, 1999.*(1)
(a)(13) Supplement No. 2 to the Offer to Purchase dated October 26,
1999.*
(a)(14) Form of Revised Letter of Transmittal*
(a)(15) Form of Revised Notice of Guaranteed Delivery.*
(a)(16) Form of Revised Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(a)(17) Form of Revised Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
(a)(18) Press release of Parent dated October 25, 1999 (supersedes
Exhibit (a)(12)).*(1)
(a)(19) Press release of Parent dated November 10, 1999.*
(a)(20) Press release of Parent dated November 11, 1999.*
(a)(21) Press release of Parent dated November 12, 1999.*
(a)(22) Press release of Parent dated November 15, 1999.
(b)(1) Commitment Letter from The Chase Manhattan Bank and Chase
Securities Inc. dated September 24, 1999.*
(b)(2) First Amended and Restated Commitment Letter from the Chase
Manhattan Bank and Chase Securities Inc. dated October 5,
1999.*
(b)(3) Second Amended and Restated Commitment Letter from The Chase
Manhattan Bank and Chase Securities Inc. dated October 7,
1999.*
(b)(4) Third Amended and Restated Commitment Letter from The Chase
Manhattan Bank and Chase Securities Inc. dated
October 15, 1999.*
(b)(5) Fourth Amended and Restated Commitment Letter from The Chase
Manhattan Bank and Chase Securities Inc. dated
October 22, 1999.*
</TABLE>
<PAGE>
<TABLE>
<C> <S>
(c)(1) Agreement and Plan of Merger among ASARCO, Parent and
Purchaser, dated as of October 25, 1999.*
(d) Not applicable.
(e) Not applicable.
(f) None.
(g)(1) 1997 Annual Report of Parent.*
(g)(2) 1998 Annual Report of Parent.*
</TABLE>
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* Previously filed.
(1) Exhibit (a)(12) is superseded by Exhibit (a)(18).
<PAGE>
SIGNATURE
After due 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.
Dated: November 15, 1999
<TABLE>
<S> <C> <C>
GRUPO MEXICO, S.A. DE C.V.
By: /s/ DANIEL TELLECHEA SALIDO
-----------------------------------------
Name: Daniel Tellechea Salido
Title: Managing Director for
Administration and Finance
GRUPO MEXICO, S.A. DE C.V.
By: /s/ HECTOR CALVA RUIZ
-----------------------------------------
Name: Hector Calva Ruiz
Title: Managing Director for Exploration
and Projects
ASMEX CORPORATION
By: /s/ DANIEL TELLECHEA SALIDO
-----------------------------------------
Name: Daniel Tellechea Salido
Title: Vice President and Treasurer
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT NO.
<TABLE>
<C> <S>
(a)(1) Offer to Purchase dated September 27, 1999.*
(a)(2) Form of Letter of Transmittal.*
(a)(3) Form of Notice of Guaranteed Delivery.*
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.*
(a)(6) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.*
(a)(7) Form of Summary Advertisement dated September 27, 1999.*
(a)(8) Press release of Parent dated September 24, 1999.*
(a)(9) Press release of Parent dated September 27, 1999.*
(a)(10) Supplement No. 1 to the Offer to Purchase dated October 8,
1999.*
(a)(11) Press release of Parent dated October 7, 1999.*
(a)(12) Press release of Parent dated October 25, 1999.*(1)
(a)(13) Supplement No. 2 to the Offer to Purchase dated October 26,
1999.*
(a)(14) Form of Revised Letter of Transmittal*
(a)(15) Form of Revised Notice of Guaranteed Delivery.*
(a)(16) Form of Revised Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(a)(17) Form of Revised Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
(a)(18) Press release of Parent dated October 25, 1999 (supersedes
Exhibit (a)(12)).*(1)
(a)(19) Press release of Parent dated November 10, 1999.*
(a)(20) Press release of Parent dated November 11, 1999.*
(a)(21) Press release of Parent dated November 12, 1999.*
(a)(22) Press release of Parent dated November 15, 1999.
(b)(1) Commitment Letter from The Chase Manhattan Bank and Chase
Securities Inc. dated September 24, 1999.*
(b)(2) First Amended and Restated Commitment Letter from the Chase
Manhattan Bank and Chase Securities, Inc. dated October 5,
1999.*
(b)(3) Second Amended and Restated Commitment Letter from The Chase
Manhattan Bank and Chase Securities, Inc. dated October 7,
1999.*
(b)(4) Third Amended and Restated Commitment Letter from The Chase
Manhattan Bank and Chase Securities, Inc. dated October
15, 1999.*
(b)(5) Fourth Amended and Restated Commitment Letter from The Chase
Manhattan Bank and Chase Securities, Inc. dated October
22, 1999.*
(c)(1) Agreement and Plan of Merger among ASARCO, Parent and
Purchaser, dated as of October 25, 1999.*
(d) Not applicable.
(e) Not applicable.
</TABLE>
<PAGE>
<TABLE>
<C> <S>
(g) None.
(g)(1) 1997 Annual Report of Parent.*
(g)(2) 1998 Annual Report of Parent.*
</TABLE>
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* Previously filed.
(1) Exhibit (a)(12) is superseded by Exhibit (a)(18).
<PAGE>
[LOGO]
GRUPO MEXICO
Av. Baja California #200, Mexico City 06760
FOR IMMEDIATE RELEASE
-------------------------
CONTACTS
- ---------
GRUPO MEXICO, S.A. de C.V.
Daniel Tellechea
011-525-574-8483
Eduardo Gonzalez
011-525-574-8422
ABERNATHY MacGREGOR FRANK
Chuck Burgess
212-371-5999
GRUPO MEXICO SUCCESSFULLY COMPLETES TENDER OFFER FOR ASARCO
MEXICO CITY (November 15, 1999) - Grupo Mexico, S.A. de C.V. today announced
that it has successfully completed its tender offer to purchase outstanding
shares of ASARCO Incorporated (NYSE: AR) at a purchase price of $29.75 per
share in cash.
The tender offer expired at 12:00 midnight New York City time on Friday,
November 12, 1999. At the expiration of the Offer, based upon information
provided by the depositary for the Offer, approximately 32,573,446 ASARCO
shares (including 1,474,618 shares subject to guarantees of delivery),
representing approximately 81.5% of the total number of the shares
outstanding, were tendered and will be accepted for purchase pursuant to the
tender offer. After giving effect to the purchase of the shares tendered, Grupo
Mexico will beneficially own approximately 91% of the outstanding ASARCO
shares.
As the owner of over 90% of the outstanding shares of ASARCO, Grupo Mexico
will be entitled to complete a merger pursuant to which ASARCO will become a
wholly owned subsidiary of Grupo Mexico without the need for a vote of ASARCO
shareholders. Grupo Mexico expects to complete the merger on or before
Wednesday, November 17, 1999. Under the merger agreement, ASARCO
shareholders who did not sell their shares in the tender offer will be
entitled to receive the same $29.75 per share cash price payable in the
tender offer. Forms and instructions for obtaining payment of the merger
consideration will be distributed shortly.
<PAGE>
Chase Securities Inc. served as financial advisor to Grupo Mexico and
has arranged the financing for the transaction. Brown & Wood LLP and
Santamarina y Steta served as legal advisors to Grupo Mexico.
Grupo Mexico is a diversified mining company that ranks among the world's
largest and lowest-cost copper, zinc and silver producers. The company's
operations include mining, smelting and refining. Grupo Mexico also owns 74%
of and operates in partnership with Union Pacific (26%), the largest and
most profitable railroad in Mexico.
Note: Statements in this press release include "forward looking statements" that
express expectations of future events or results. All statements based on future
expectations rather than on historical facts are forward-looking statements that
involve a number of risks and uncertainties, and the company cannot give
assurance that such statements will prove to be correct.
# # #
