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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 6)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D) (1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 10 TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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ASARCO INCORPORATED
(Name of Subject Company)
ASMEX CORPORATION
AND
GRUPO MEXICO, S.A. DE C.V.
(Bidders)
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COMMON STOCK, NO PAR VALUE
(INCLUDING THE ASSOCIATED JUNIOR
PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
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04341310
(CUSIP Number of Class of Securities)
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Daniel Tellechea Salido
Managing Director for Administration and Finance
Grupo Mexico, S.A. de C.V.
Baja California 200
Colonia Roma Sur
06760 Mexico City, Mexico
Telephone: 011-525-574-2067
(Name, Address and Telephone Number of Person Authorized
To Receive Notices and Communications on Behalf of Bidders)
COPY TO:
Lori Anne Czepiel, Esq.
Brown & Wood LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
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This amendment constitutes Amendment No. 6 to the Tender Offer Statement on
Schedule 14D-1 as the same may have been amended from time to time (as amended
hereby, the "Statement") and the Amendment No. 9 to Schedule 13D and relates to
the offer by Grupo Mexico, S.A. de C.V., a Mexican corporation ("Parent"),
through its wholly owned subsidiary, ASMEX Corporation, a Delaware corporation
("Purchaser"), to purchase all of the outstanding shares of common stock,
without par value (together with the associated junior participating preferred
stock purchase rights, the "Common Stock"), of ASARCO Incorporated, a New Jersey
corporation ("ASARCO"), at a purchase price of $29.75 per share of Common Stock,
net to the seller in cash, without interest thereon, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated September 27, 1999,
as amended (the "Offer to Purchase"), a copy of which is attached to this
Statement as Exhibit (a)(1), as amended and supplemented by Supplement No. 1
thereto dated October 8, 1999 ("Supplement No. 1"), a copy of which is attached
to this Statement as Exhibit (a)(10), as further amended and supplemented by
Supplement No. 2 dated October 26, 1999 ("Supplement No. 2"), a copy of which is
attached to this Statement as Exhibit (a)(13) (which, as may have been amended
or supplemented from time to time, together with the Offer to Purchase
constitute the "Offer"). Capitalized terms not defined herein have the meanings
ascribed in the Offer to Purchase, Supplement No. 1 and Supplement No. 2. The
item numbers and responses thereto below are in accordance with the requirements
of Schedule 14D-1.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On November 11, 1999, Parent, Purchaser and Chase executed definitive
financing agreements to provide funding for the Offer. The terms and conditions
of the executed agreements are substantially similar to the terms and conditions
of the Credit Facilities previously disclosed in the Statement, the Offer to
Purchase, Supplement No. 1 and Supplement No. 2.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended by adding the following:
On November 11, 1999, Parent issued a press release relating to the Offer, a
copy of which is included herein as Exhibit (a)(20) and incorporated herein by
reference.
On November 12, 1999, Parent issued a press release relating to the Offer, a
copy of which is included herein as Exhibit (a)(21) and incorporated herein by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended by adding the following:
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(a)(1) Offer to Purchase dated September 27, 1999.*
(a)(2) Form of Letter of Transmittal.*
(a)(3) Form of Notice of Guaranteed Delivery.*
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.*
(a)(6) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.*
(a)(7) Form of Summary Advertisement dated September 27, 1999.*
(a)(8) Press release of Parent dated September 24, 1999.*
(a)(9) Press release of Parent dated September 27, 1999.*
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(a)(10) Supplement No. 1 to the Offer to Purchase dated October 8,
1999.*
(a)(11) Press release of Parent dated October 7, 1999.*
(a)(12) Press release of Parent dated October 25, 1999.*+
(a)(13) Supplement No. 2 to the Offer to Purchase dated October 26,
1999.*
(a)(14) Form of Revised Letter of Transmittal*
(a)(15) Form of Revised Notice of Guaranteed Delivery.*
(a)(16) Form of Revised Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(a)(17) Form of Revised Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
(a)(18) Press release of Parent dated October 25, 1999 (supersedes
Exhibit (a)(12)).*+
(a)(19) Press release of Parent dated November 10, 1999.*
(a)(20) Press release of Parent dated November 11, 1999.
(a)(21) Press release of Parent dated November 12, 1999.
(b)(1) Commitment Letter from The Chase Manhattan Bank and Chase
Securities Inc. dated September 24, 1999.*
(b)(2) First Amended and Restated Commitment Letter from the Chase
Manhattan Bank and Chase Securities Inc. dated October 5,
1999.*
(b)(3) Second Amended and Restated Commitment Letter from The Chase
Manhattan Bank and Chase Securities Inc. dated October 7,
1999.*
(b)(4) Third Amended and Restated Commitment Letter from The Chase
Manhattan Bank and Chase Securities Inc. dated
October 15, 1999.*
(b)(5) Fourth Amended and Restated Commitment Letter from The Chase
Manhattan Bank and Chase Securities Inc. dated
October 22, 1999.*
(c)(1) Agreement and Plan of Merger among ASARCO, Parent and
Purchaser, dated as of October 25, 1999.*
(d) Not applicable.
(e) Not applicable.
(f) None.
(g)(1) 1997 Annual Report of Parent.*
(g)(2) 1998 Annual Report of Parent.*
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* Previously filed.
+ Exhibit (a)(12) is superseded by Exhibit (a)(18).
3
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: November 12, 1999
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GRUPO MEXICO, S.A. DE C.V.
By: /s/ DANIEL TELLECHEA SALIDO
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Name: Daniel Tellechea Salido
Title: Managing Director for
Administration and Finance
GRUPO MEXICO, S.A. DE C.V.
By: /s/ HECTOR CALVA RUIZ
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Name: Hector Calva Ruiz
Title: Managing Director for Exploration
and Projects
ASMEX CORPORATION
By: /s/ DANIEL TELLECHEA SALIDO
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Name: Daniel Tellechea Salido
Title: Vice President and Treasurer
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EXHIBIT INDEX
EXHIBIT NO.
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(a)(1) Offer to Purchase dated September 27, 1999.*
(a)(2) Form of Letter of Transmittal.*
(a)(3) Form of Notice of Guaranteed Delivery.*
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.*
(a)(6) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.*
(a)(7) Form of Summary Advertisement dated September 27, 1999.*
(a)(8) Press release of Parent dated September 24, 1999.*
(a)(9) Press release of Parent dated September 27, 1999.*
(a)(10) Supplement No. 1 to the Offer to Purchase dated October 8,
1999.*
(a)(11) Press release of Parent dated October 7, 1999.*
(a)(12) Press release of Parent dated October 25, 1999.*+
(a)(13) Supplement No. 2 to the Offer to Purchase dated October 26,
1999.*
(a)(14) Form of Revised Letter of Transmittal*
(a)(15) Form of Revised Notice of Guaranteed Delivery.*
(a)(16) Form of Revised Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(a)(17) Form of Revised Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
(a)(18) Press release of Parent dated October 25, 1999 (supersedes
Exhibit (a)(12)).*+
(a)(19) Press release of Parent dated November 10, 1999.*
(a)(20) Press release of Parent dated November 11, 1999.
(a)(21) Press release of Parent dated November 12, 1999.
(b)(1) Commitment Letter from The Chase Manhattan Bank and Chase
Securities Inc. dated September 24, 1999.*
(b)(2) First Amended and Restated Commitment Letter from the Chase
Manhattan Bank and Chase Securities Inc. dated October 5,
1999.*
(b)(3) Second Amended and Restated Commitment Letter from The Chase
Manhattan Bank and Chase Securities Inc. dated October 7,
1999.*
(b)(4) Third Amended and Restated Commitment Letter from The Chase
Manhattan Bank and Chase Securities Inc. dated
October 15, 1999.*
(b)(5) Fourth Amended and Restated Commitment Letter from The Chase
Manhattan Bank and Chase Securities Inc. dated
October 22, 1999.*
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(c)(1) Agreement and Plan of Merger among ASARCO, Parent and
Purchaser, dated as of October 25, 1999.*
(d) Not applicable.
(e) Not applicable.
(g) None.
(g)(1) 1997 Annual Report of Parent.*
(g)(2) 1998 Annual Report of Parent.*
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* Previously filed.
+ Exhibit (a)(12) is superseded by Exhibit (a)(18).
6
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[LOGO] Exhibit(a)(20)
GRUPO MEXICO
Av. Baja California #200, Mexico City 06760
NEWS RELEASE
FOR IMMEDIATE RELEASE
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CONTACTS
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GRUPO MEXICO, S.A. de C.V. ABERNATHY MacGREGOR FRANK
Daniel Tellechea Chuck Burgess
011-525-574-8483 212-371-5999
Eduardo Gonzalez
011-525-574-8422
GRUPO MEXICO EXTENDS EXPIRATION DATE ON TENDER OFFER
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MEXICO CITY (NOVEMBER 11, 1999) - Grupo Mexico, S.A. de C.V. today announced
that, in accordance with the terms of its Merger Agreement with ASARCO
Incorporated (NYSE:AR), it is extending the expiration date of its
outstanding tender offer until Friday, November 12, 1999, at 12:00
midnight New York City time. The tender offer previously had been scheduled
to expire on Wednesday, November 10, 1999, at 12:00 midnight New York City time.
As of 12:00 midnight New York City time on November 10, 1999, 35,780,174
shares of ASARCO common stock had been tendered under the terms of the Offer
which, when added to the shares already owned by Grupo Mexico, represent
approximately 89.5% of the shares of ASARCO common stock outstanding.
The Merger Agreement requires Grupo Mexico to extend the tender offer for up
to three business days if at the initially scheduled expiration date of
November 9, 1999 all of the conditions to the Offer are satisfied or waived,
but the number of shares of ASARCO common stock tendered, together with the
shares owned by Grupo Mexico and its subsidiaries, constitutes 80% or more, but
less than 90%, of the outstanding shares of ASARCO common stock. Grupo Mexico
had previously extended the expiration date of the tender offer until 12:00
midnight in New York City time on November 10, 1999. ASARCO has informed Grupo
Mexico that, at the close of business on November 10, 1999, 39,957,177 shares
of ASARCO common stock were issued and outstanding.
Under applicable law, Grupo Mexico can effect a short-form merger without a
shareholder vote if it owns at least 90% of the outstanding ASARCO shares.
Accordingly, Grupo Mexico and ASARCO have agreed that Grupo Mexico will again
extend the tender offer by one business day, and then will reevaluate whether a
further one day extension is warranted in order to obtain the tender of 90% of
the shares needed to effect a short-form merger.
--more--
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Page 2
Chase Securities Inc. served as financial advisor to Grupo Mexico and has
arranged the financing for the transaction. Brown & Wood LLP and Santamarina
y Steta served as legal advisors to Grupo Mexico.
Grupo Mexico is a diversified mining company that ranks among the world's
largest and lowest-cost copper, zinc and silver producers. The company's
operations include mining, smelting and refining. Grupo Mexico also owns 74%
of and operates in partnership with Union Pacific (26%), the largest and most
profitable railroad in Mexico.
Note: Statements in this press release include "forward looking statements" that
express expectations of future events or results. All statements based on future
expectations rather than on historical facts are forward-looking statements that
involve a number of risks and uncertainties, and the company cannot give
assurance that such statements will prove to be correct.
# # #
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Exhibit (a)(21)
GRUPO MEXICO
Av. Baja California #200, Mexico City 06760
NEWS RELEASE
FOR IMMEDIATE RELEASE
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CONTACTS
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GRUPO MEXICO, S.A. de C.V. ABERNATHY MacGREGOR FRANK
Daniel Tellechea Chuck Burgess
011-525-574-8483 212-371-5999
Eduardo Gonzalez
011-525-574-8422
GRUPO MEXICO EXECUTES FINANCING AGREEMENTS FOR ASARCO MERGER
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MEXICO CITY (NOVEMBER 12, 1999) - Grupo Mexico, S.A. de C.V. today announced
that it has executed definitive financing agreements with The Chase Manhattan
Bank to provide funding to Grupo Mexico for its purchase of all the outstanding
common stock of ASARCO Incorporated (NYSE:AR) pursuant to its previously
announced tender offer at $29.75 in cash per share.
As previously announced, in accordance with the terms of its Merger Agreement
with ASARCO Incorporated, Grupo Mexico extended the expiration date of its
outstanding tender offer for ASARCO until Friday, November 12, 1999, at 12:00
midnight New York City time.
Chase Securities Inc. served as financial advisor to Grupo Mexico and has
arranged the financing for the transaction. Brown & Wood LLP and Santamarina y
Steta served as legal advisors to Grupo Mexico.
Grupo Mexico is a diversified mining company that ranks among the world's
largest and lowest-cost copper, zinc and silver producers. The company's
operations include mining, smelting and refining. Grupo Mexico also owns 74% of
and operates in partnership with Union Pacific (26%), the largest and most
profitable railroad in Mexico.
Note: Statements in this press release include "forward looking statements" that
express expectations of future events or results. All statements based on future
expectations rather than on historical facts are forward-looking statements that
involve a number of risks and uncertainties, and the company cannot give
assurance that such statements will prove to be correct.
# # #
