<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
ASARCO INCORPORATED
---------------------------------
(Name of Issuer)
COMMON STOCK, WITHOUT PAR VALUE
-----------------------------------
(Title of Class of Securities)
04341310
--------------------
(CUSIP Number)
Daniel Tellechea Salido Michael L. Fitzgerald, Esq.
Grupo Mexico, S.A. de C.V. Brown & Wood LLP
Baja California 200 One World Trade Center
06760 Mexico City, Mexico New York, New York 10048
(52-5) 574-8483 (212) 839-5300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 24, 1999
----------------------------------
(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 / /.
(Continued on following page(s))
<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
- -----------------------------------------------------------------------------
NUMBER OF 7
SOLE VOTING POWER
SHARES 3,900,000
---------------------------------------------------
BENEFICIALLY 8
SHARED VOTING POWER
OWNED BY NONE
---------------------------------------------------
EACH 9
SOLE DISPOSITIVE POWER
REPORTING 3,900,000
---------------------------------------------------
PERSON 10
SHARED DISPOSITIVE POWER
WITH NONE
- -----------------------------------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,900,000
- -----------------------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
- -----------------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
- -----------------------------------------------------------------------------
14
TYPE OF REPORTING PERSON
CO
- -----------------------------------------------------------------------------
page 2 of 7
<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
- ------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------
NUMBER OF 7
SOLE VOTING POWER
SHARES NONE
----------------------------------------------------
BENEFICIALLY 8
SHARED VOTING POWER
OWNED BY NONE
----------------------------------------------------
EACH 9
SOLE DISPOSITIVE POWER
REPORTING NONE
----------------------------------------------------
PERSON 10
SHARED DISPOSITIVE POWER
WITH NONE
- ------------------------------------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- ------------------------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
- ------------------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
- ------------------------------------------------------------------------------
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, and Amendment No.
2 to the Schedule 13D dated July 31, 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.
Item 2 is hereby amended as follows:
On December 26, 1997, GMM transferred all shares of Common Stock owned by it
to GMEXICO.
On September 24, 1999, GMEXICO and GMM executed a Termination and Joint
Filing Agreement pursuant to which GMM and GMEXICO agreed to terminate the
Joint Filing Agreement, dated as of December 29, 1997, previously executed by
each party. GMM does not beneficially own any shares of Common Stock. As a
result, GMM is no longer a required filing person and will not be required to
sign future amendments to the Schedule 13-D.
page 4 of 7
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Except as set forth in the Offer to Purchase (the "Offer to
Purchase"), dated the date hereof, filed by GMEXICO and ASMEX Corporation, a
Delaware corporation and wholly owned subsidiary of GMEXICO ("ASMEX"), a copy
of which is attached as Exhibit(a)(1) to the Schedule 14D-1 filed today by
GMEXICO and ASMEX, there is no material change.
ITEM 4. PURPOSE OF TRANSACTION.
Except as set forth in the Offer to Purchase filed by GMEXICO and
ASMEX, 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.
Paragraph (d) is unchanged. Paragraphs (a), (b), (c) and (e) of
Item 5 are hereby amended and restated in their entireties as follows:
(a) To the best knowledge of the Reporting Persons, as of
July 31, 1999, there were 39,783,396 shares of Common Stock outstanding (as
reported in the Issuer's Quarterly Report for the quarter ended June 30, 1999
filed on Form 10-Q with the Commission on August 16, 1999). The 3,900,000
shares of Common Stock beneficially owned by GMEXICO represent approximately
9.8% of the Common Stock issued and outstanding.
(b) GMEXICO currently exercises the sole power to vote or
to direct the vote of, and to dispose or to direct the disposition of, the
Common Stock beneficially owned by it.
(c) Annex I hereto sets forth all transactions in shares of
the Common Stock effected since July 31, 1998 by the Reporting Persons.
(e) With respect to GMM, see Item 1. With respect to
GMEXICO, Item 5(b) is not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as set forth in the Offer to Purchase, there is no material
change.
page 5 of 7
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C>
1. Termination and Joint Filing Agreement dated
September 24, 1999.
</TABLE>
page 6 of 7
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 27, 1999
<TABLE>
<S> <C>
GRUPO MEXICO, S.A. de C.V. GRUPO MINERO MEXICO, S.A. de C.V.
By: /s/ DANIEL TELLECHEA SALIDO By: /s/ DANIEL TELLECHEA SALIDO
----------------------------- -----------------------------
Name: Daniel Tellechea Salido Name: Daniel Tellechea Salido
Title: Managing Director Title: Managing Director
By: /s/ HECTOR CALVA RUIZ By: /s/ HECTOR CALVA RUIZ
--------------------------- ----------------------------
Name: Hector Calva Ruiz Name: Hector Calva Ruiz
Title: Managing Director Title: Managing Director
</TABLE>
page 7 of 7
<PAGE>
ANNEX I
TRANSACTIONS IN COMMON STOCK BY THE REPORTING PERSONS
SINCE JULY 31, 1998
<TABLE>
<CAPTION>
NO. OF SHARES PRICE METHOD OF
REPORTING PERSON DATE PURCHASED PER SHARE TRANSACTION
- ---------------- ----------------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
GMEXICO December 7, 1998 94,900 $17.50 Open market
GMEXICO December 9, 1998 25,000 $16.50 Open market
GMEXICO December 11, 1998 13,000 $16.00 Open market
GMEXICO December 12, 1998 1,300 $15.8125 Open market
GMEXICO December 18, 1998 26,600 $15.8125 Open market
GMEXICO December 23, 1998 59,200 $15.00 Open market
GMEXICO January 20, 1999 50,000 $15.48125 Open market
GMEXICO January 25, 1999 33,700 $14.75 Open market
</TABLE>
11
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
-------- -----------
<S> <C>
1. Termination and Joint Filing Agreement dated
September 24, 1999.
</TABLE>
<PAGE>
Exhibit 1.
TERMINATION AND JOINT FILING AGREEMENT
This Termination and Joint Filing Agreement (this "Agreement") is
entered into as of September 24, 1999, by and among Grupo Mexico, S.A. de
C.V. ("Grupo Mexico") and Grupo Minero Mexico, S.A. de C.V. ("GMM",
together with Grupo Mexico, the "Filing Parties").
Whereas, the Filing Parties entered into that certain Joint Filing
Agreement, dated as of December 29, 1997 (the "Joint Filing Agreement"),
pursuant to which the Filing Parties agreed to prepare jointly and file
timely all filings required by the Filing Parties pursuant to Sections 13(d)
and 13(g) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), with respect to their respective ownership of shares of
common stock of ASARCO Incorporated and other securities representing, or
convertible into, such shares (collectively, the "Shares");
Whereas, on December 26, 1997, GMM transferred all of its Shares to
Grupo Mexico and no longer beneficially owns any Shares;
Whereas, Grupo Mexico currently exercises the sole power to vote or
to direct the vote of, and to dispose or to direct the disposition of, the
Shares;
Whereas, the Filing Parties desire to terminate the Joint Filing
Agreement and to file an amendment to their Schedule 13D Statement dated
December 29, 1997, as amended by Amendment No. 1 thereto dated January 26,
1998 and Amendment No. 2 thereto dated July 31, 1998 (collectively, the
"Schedule 13D") relating to the common stock, without par value, of ASARCO
Incorporated with the Securities and Exchange Commission (the "Commission")
with respect to the termination of the Joint Filing Agreement; and
Whereas, pursuant to Rule 13d-1(f) promulgated by the Commission under
the Exchange Act, the Filing Parties desire to enter into this Agreement to
evidence their agreement to file jointly an amendment to the Schedule 13D with
the Commission with respect to the termination of the Joint Filing Agreement.
Now, therefore, in consideration of the premises, the Filing Parties
agree as follows:
1. The Filing Parties hereby agree that the Joint Filing Agreement
shall be terminated and of no further force and effect upon the
execution and delivery of this Agreement on September 24, 1999 by
all of the Filing Parties.
2. The Filing Parties hereby agree to cooperate in the preparation
and filing with the Commission of an amendment to the Schedule 13D
to report jointly the termination of the Joint Filing Agreement as
evidenced by the execution and delivery of this Agreement.
3. The Filing Parties hereby agree to permit the attachment of this
Agreement as an exhibit to the amendment to the Schedule 13D to
evidence the agreement of such Filing Parties that such amendment
to the Schedule 13D is being filed on behalf of all of the Filing
Parties.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Agreement to be
effective as of the date first written.
Dated: September 24, 1999
GRUPO MEXICO, S.A. de C.V. GRUPO MINERO MEXICO, S.A. de C.V.
By:/s/ DANIEL TELLECHEA SALIDO By: /s/ DANIEL TELLECHEA SALIDO
------------------------------ ------------------------------
Name: Daniel Tellechea Salido Name: Daniel Tellechea Salido
Title: Managing Director Title: Managing Director
By: /s/ HECTOR CALVA RUIZ By: /s/ HECTOR CALVA RUIZ
----------------------------- -----------------------------
Name: Hector Calva Ruiz Name: Hector Calva Ruiz
Title: Managing Director Title: Managing Director
