- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
-----------------------
(AMENDMENT NO. 4)
Asarco Incorporated
(Name of Subject Company)
AAV Corporation
and
Phelps Dodge Corporation
(Bidders)
-----------------------------
Common Stock, no par value
(Including the associated preferred share purchase rights)
(Title of Classes of Securities)
-----------------------
04341310 (Common Stock)
(CUSIP Number of Class of Securities)
-----------------------
S. David Colton, Esq.
Vice President and General Counsel
Phelps Dodge Corporation
2600 North Central Avenue
Phoenix, Arizona 85004-3014
(602) 234-8100
-----------------------
Copies to:
Michael W. Blair, Esq. Stephen R. Volk, Esq.
Debevoise & Plimpton David W. Heleniak, Esq.
875 Third Avenue Shearman & Sterling
New York, NY 10022 599 Lexington Avenue
(212) 909-6000 New York, New York 10022
Telephone: (212) 848-4000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
Phelps Dodge Corporation, a New York corporation ("Phelps
Dodge"), and its wholly owned subsidiary, AAV Corporation, a Delaware
corporation ("Purchaser"), hereby amend and supplement their Tender Offer
Statement on Schedule 14D-1 (the "Schedule 14D-1") filed with the Securities and
Exchange Commission (the "Commission") on September 3, 1999, as amended, with
respect to the Purchaser's exchange offer (the "Offer") to acquire all
outstanding shares of common stock, no par value per share, (including the
associated preferred share purchase rights, the "Asarco Shares") of Asarco
Incorporated, a New Jersey corporation ("Asarco").
Item 10 is hereby amended and supplemented by the following:
On October 5, 1999, Phelps Dodge issued a press release
announcing the extension of the Offer to 12:00 midnight, New York City time, on
Wednesday, October 13, 1999. Phelps Dodge also announced that it had been
informed by Chasemellon Shareholder Services, the exchange agent for the Offer,
that as of 1:00 p.m. on Tuesday, October 5, 1999 approximately 1,655,915 shares
of Asarco stock had been tendered. The number of shares tendered include 25,400
shares tendered pursuant to Notices of Guaranteed Delivery. A copy of the press
release issued by Phelps Dodge on October 5, 1999 is filed herewith as Exhibit
(a)(14) and is incorporated herein by reference.
Item 11 is hereby amended and supplemented by adding the following Exhibit:
Item 11. Material to be filed as Exhibits.
(a)(14) Press release issued by Phelps Dodge dated as of October 5, 1999.
<PAGE>
After due 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.
October 5, 1999
Phelps Dodge Corporation
By /s/ Ramiro G. Peru
-----------------------------------
Name: Ramiro G. Peru
Title: Chief Financial Officer and
Senior Vice President
<PAGE>
After due 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.
October 5, 1999
AAV Corporation
By /s/ Ramiro G. Peru
---------------------------------------------
Name: Ramiro G. Peru
Title: Director, Vice President and Treasurer
<PAGE>
EXHIBIT (a)(14)
FOR IMMEDIATE RELEASE
Contacts:
Investors Media
Phelps Dodge Phelps Dodge
Thomas M. Foster Susan M. Suver
(602) 234-8139 (602) 234-8003
Gregory W. Stevens
(602) 234-8166
Arthur Schmidt & Associates, Inc. Sard Verbinnen & Co
Martin Zausner/Alan Weinstein/Joan Harper George Sard/David Reno/Paul Caminiti
(212) 953-5555 (212) 687-8080
PHELPS DODGE EXTENDS ASARCO OFFER
---------------------------------
PHOENIX, AZ, October 5, 1999 - Phelps Dodge Corporation (NYSE: PD)
today announced that its exchange offer, through a wholly owned subsidiary, for
all outstanding shares of Asarco Incorporated (NYSE:AR) has been extended to
12:00 midnight, New York City time, on Wednesday, October 13, 1999.
The offer had previously been scheduled to expire at 12:00 midnight,
New York City time, on Tuesday, October 5, 1999. Phelps Dodge also announced
that it had been informed by Chasemellon Shareholder Services, the exchange
agent for the offer, that as of 1:00 p.m. on Tuesday, October 5, 1999
approximately 1,655,915 shares of Asarco stock had been tendered. The number of
shares tendered include 25,400 shares tendered pursuant to Notices of Guaranteed
Delivery.
Phelps Dodge Corporation is among the world's largest producers of
copper. The company also is one of the world's largest producers of carbon
black, one of the world's largest manufacturers of magnet wire, and has
operations and investments in mines and wire and cable manufacturing facilities
around the world. Phelps Dodge has operations in 28 countries. Additional
information can be found at www.phelpsdodge.com.
