SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
SEPTEMBER 7, 1999
Date of Report (Date of Earliest Event Reported)
ASARCO INCORPORATED
(Exact name of Registrant as specified in its charter)
DELAWARE 1-164 13-492440
(State or Other Jurisdiction of (Commission (IRS Employer)
Incorporation or Organization) File number) Identification No.)
180 MAIDEN LANE, NEW YORK, NEW YORK 10038
(Address of Principal Executive Office) (Zip Code)
(212) 510-2000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On September 7, 1999, Asarco Incorporated ("Asarco") and Cyprus Amax
Minerals Company ("Cyprus Amax") issued a joint press release relating to
their proposed merger, a copy of which is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
99.1 Joint Press release of Asarco and Cyprus Amax,
dated September 7, 1999.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
ASARCO INCORPORATED
By: /s/ Francis R. McAllister
_________________________
Name: Francis R. McAllister
Title: Chairman and Chief Executive
Officer
Date: September 7, 1999
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
99.1 Joint Press release of Asarco and
Cyprus Amax, dated September 7, 1999.
EXHIBIT 99.1
[LOGOS OF CYPRUS AMAX AND ASARCO]
NEWS
FOR IMMEDIATE RELEASE
CYPRUS AMAX AND ASARCO URGE SHAREHOLDERS
TO VOTE FOR THEIR PROPOSED MERGER ON SEPTEMBER 30TH
STRESS $5 PER SHARE SPECIAL CASH PAYMENT
AND $275 MILLION IN SAVINGS
WARN AGAINST CONTINGENT
PHELPS DODGE TAKEOVER ATTEMPT
DENVER, CO. AND NEW YORK, N.Y., SEPTEMBER 7, 1999 -- Cyprus Amax Minerals
Company (NYSE:CYM) and ASARCO Incorporated (NYSE:AR) today announced that
they were urging the shareholders of Cyprus Amax and Asarco to vote for the
proposed Cyprus Amax and Asarco merger on September 30th.
Cyprus Amax and Asarco emphasized that their boards view the Asarco Cyprus
merger as the only transaction which is assured of completion on September
30th and the only transaction which will give their shareholders a fair
share of the value created by combining their two companies.
Speaking jointly, Milton H. Ward, Chairman and Chief Executive Officer of
Cyprus Amax, and Francis R. McAllister, Chairman and Chief Executive
Officer of Asarco, emphasized that the benefits to shareholders of the
Asarco Cyprus merger, include:
o A special cash payment of $5 per share immediately after the merger;
o Ownership in the largest publicly traded copper company in the world,
producing 2.0 billion pounds annually;
o 100% share in $275 million of annual cost savings which should
enhance earnings and cash flow substantially, and
o Ownership in a company with a strong balance sheet and the
operational advantages of a 50 cent per pound cash cost and a net earnings
break-even price at 65 cents per pound of copper.
Cyprus Amax and Asarco warned stockholders that Phelps Dodge's unsolicited,
hostile attempt to break up the fully negotiated Asarco Cyprus merger seeks
to leave Asarco and Cyprus Amax stockholders with only 43% of a three-way
enterprise.
The companies stated, "We believe this percentage ownership is inequitable,
as evidenced by the stark contrast of the much greater contributions Asarco
and Cyprus Amax stockholders are being asked to make to such a three-way
enterprise. Specifically:
o 57% of the production
o 61% of the ore reserves
o 4 of the 5 lowest cost mines
o 60% of the copper margin
o 92% of the synergies
o 91% of the cash
o Lower cash costs
Cyprus Amax and Asarco also warned shareholders: "The Phelps Dodge proposal
is subject to numerous conditions which cannot be fulfilled by September
30, including Phelps Dodge's own stockholder approval. We urge our
stockholders to beware this effort to break up our value-creating merger,
beware Phelps Dodge's 'spin campaign' of letters, lawsuits and public
relations and beware that Phelps Dodge cannot guarantee when or if either
of its hostile transactions will close. In contrast, our Boards of
Directors are committed to creating the premier public copper investment in
the world on September 30, and will do so with the approval of our
stockholders --- which we are vigorously seeking."
Cyprus Amax and Asarco urged their stockholders to vote for the merger by
signing, dating and mailing the white proxy card sent to them by Asarco or
Cyprus Amax.
Actual results may vary materially from any forward-looking statement the
Company makes. Refer to the Cautionary Statement and Risk Factors contained
in Cyprus Amax's and Asarco's 1998 Form 10Ks.
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FOR FURTHER INFORMATION: John Taraba (303) 643-5244 Gerald J. Malys
(303) 643-5060 Jerry W. Cooper (212) 510-1810 (212) 510-1835 (FAX) Donald M.
Noyes (212) 510-1813
