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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
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<S> <C>
[ ] 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 sec.240.14a-11(c) or sec.240.14a-12
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ASARCO INCORPORATED
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(Name of Registrant as Specified in Its Charter)
PHELPS DODGE CORPORATION
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a6(i)(2) or Item
22(a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rules 14a-(6)(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Fee paid previously by written preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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(4) Date Filed:
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[Phelps Dodge Corporation Logo]
September 16, 1999
Dear Asarco Shareholder:
HAVE YOU SEEN YOUR DIRECTORS LATELY?
WE HAVEN'T. In August, Phelps Dodge proposed to your Boards and management a
compelling 3-way merger that would provide you substantial premiums for your
shares. However, your directors have repeatedly refused to meet with us to
inform themselves about our offers--a revolutionary new "EYES WIDE SHUT"
entrenchment defense.
Therefore, we've gone directly to you, through our exchange offers. Our offers
provide you with significant premiums, a $2.00 annual cash dividend and
substantial upside potential. Yet your Boards rejected our superior premium
proposals as "inadequate" and instead endorsed the no-premium ASARCO/Cyprus Amax
merger.
WITHOUT EVEN TALKING TO US, HOW CAN YOUR BOARDS HAVE DETERMINED THAT OUR PREMIUM
OFFERS ARE "INADEQUATE" AND THEIR NO-PREMIUM DEAL IS "FAIR"?
IS IT BECAUSE THE ASARCO/CYPRUS AMAX TRANSACTION ALL BUT GUARANTEES SENIOR
MANAGEMENT THEIR JOBS INTO 2002, WITH LUCRATIVE NEW EMPLOYMENT CONTRACTS?
Clearly, their decisions cannot be based on performance. Over the past 15
years, Phelps Dodge has produced a total shareholder return of 1024%--while
ASARCO and Cyprus Amax have returned only 25% and 102%, respectively.(1)
Don't be confused by the ASARCO/Cyprus Amax rhetoric. We believe the principal
obstacles to completing a 3-way merger--and therefore, the principal obstacle
to you receiving our superior price and performance--are the numerous
entrenchment devices the ASARCO and Cyprus Amax Boards are placing between you
and value.
SEND YOUR BOARDS A CLEAR MESSAGE THAT YOU WANT SUPERIOR VALUE. VOTE NO TO THE
ASARCO/CYPRUS AMAX NO-PREMIUM MERGER BY SENDING IN YOUR BLUE ASARCO AND GOLD
CYPRUS AMAX PROXY CARDS.
IF YOU NEED HELP VOTING YOUR SHARES AGAINST THE ASARCO/CYPRUS AMAX NO-PREMIUM
MERGER, PLEASE CALL INNISFREE M&A INCORPORATED TOLL FREE AT 877-750-5838.
[PHELPS DODGE CORPORATION LOGO]
(1) Total 15-year shareholder return through 8/11/99; Cyprus Amax returns
measured from 5/85 IPO.
This advertisement is neither an offer to exchange nor a solicitation of an
offer to exchange the common stock of ASARCO or Cyprus Amax for common stock of
Phelps Dodge. The offers will be made solely by means of Phelps Dodge's
Prospectus and the related Letter of Transmittal. This advertisement shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
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