SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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Check the appropriate box:
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(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
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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)
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As filed with the Commission on September 21, 1999
<PAGE>
INVESTOR PRESENTATION
CORPORATE
GOVERNANCE
SEPTEMBER 1999
<PAGE>
Asarco Cyprus Merger
o Merger Structured Specifically to Create and Enhance Shareholder Value
- $5.00 Cash Payment to Shareholders on Completion of Merger
- Drop Takeover Defenses - 90 Days Post Merger
- Provide Opportunity for Fair Value Offer to Shareholders
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<PAGE>
Asarco Cyprus Merger
o Qualified Offer:
- Offer to Purchase All Outstanding Shares
- Subject to an Unwaivable Minimum Tender Condition of 50% of the
Outstanding Shares
- Offer is Subject to Fairness Opinion From Recognized Investment
Bank
- Offer Includes Appropriate Financing Assurances
o For 90 Days Post Merger:
- Any Person Making a Qualified Offer Can Disarm the Rights Plan
- Company Must Call and Hold Stockholder Meeting to Vote to Redeem
Rights Plan, if Requested by Person Making Qualified Offer
- Company Must Redeem the Rights Plan if a Majority of the
Outstanding Shares Vote in Favor of Doing So
o Employee Benefit Programs / New Employment Contracts
- Status Quo Will Prevail For 90 Days Post Merger
- No New Change of Control Benefits Will Trigger in the 90 Days Post
Merger
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Asarco Cyprus Merger
o Transition Arrangements
- Boards of Directors' Objective is to Ensure:
o Synergies Implemented Properly
o Management Succession Planned
o Balanced Representation for Both Shareholder Groups
- Transition Arrangements Do Not Prevent Third Party Offer to Buy
Company
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<PAGE>
Asarco Cyprus Merger
o Typical Three Year Transition Arrangements
- 50/50 Representation on Board
- Sharing of Executive Power for First Three Years
o Ward - Chairman and Co-CEO Until 2000 Annual Meeting
Chairman Until End of 2000
o McAllister - President and Co-CEO Until 2000 Annual Meeting
Chairman, President and CEO January 1, 2001
o To Ensure Successful Transition - Until 2002 Annual Meeting:
- Asarco Board Vacancies Filled By Asarco Directors
- Cyprus Board Vacancies Filled By Cyprus Directors
- Changes in Executive Arrangements Require 75% Vote
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<PAGE>
Asarco Cyprus Merger
o Asarco Cyprus Corporate Governance
- Virtually Identical to Provisions for Phelps Dodge, as Well as
Many Other Companies
o Relevant Charter and By-Law Provisions--
Asarco Cyprus Phelps Dodge
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Classified Board 3 Equal Classes 3 Equal Classes
Call Special Meetings Chairman, CEO or Chairman or
Majority of Directors Majority of Directors
Written Consent Not Permitted Not Permitted
Rights Plan 15% Trigger, 20% Trigger,
Can Be Redeemed Can Be Redeemed
By Board By Board
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<PAGE>
Asarco Cyprus Merger
o Asarco and Cyprus Boards Unanimously Rejected Phelps Dodge's Exchange
Offers as Inadequate and Not in Shareholders' Best Interests
- Based Upon Independent Evaluations By Asarco and Cyprus Investment
Banks
o Counter Proposal to Phelps Dodge to Ensure Asarco and Cyprus
Shareholders 50 Percent Ownership in New Entity
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