SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
SCHEDULE 14D-9/A
(AMENDMENT NO. 3)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
-----------------
ASARCO INCORPORATED
(Name of Subject Company)
ASARCO INCORPORATED
(Name of Person(s) Filing Statement)
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
043413103
(CUSIP NUMBER OF CLASS OF SECURITIES)
FRANCIS R. MCALLISTER
ASARCO INCORPORATED
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
180 MAIDEN LANE
NEW YORK, NEW YORK 10038
(212) 510-2000
(Name, address and telephone number of person
authorized to receive notice and communications on
behalf of the person(s) filing statement).
With Copies to:
J. MICHAEL SCHELL
MARGARET L. WOLFF
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
This Amendment No. 3 to the Solicitation/Recommendation Statement on
Schedule 14D-9 relates to the exchange offer for all of the outstanding
shares of ASARCO Common Stock which is described in a Tender Offer
Statement on Schedule 14D-1 of Phelps Dodge Corporation, a New York
corporation ("Phelps Dodge"), filed with the Securities and Exchange
Commission on September 3, 1999, which incorporates the prospectus of
Phelps Dodge contained in the Registration Statement on Form S-4 of Phelps
Dodge filed with the Commission on August 27, 1999, as amended by Amendment
No. 1 thereto filed with the Commission on September 1, 1999 and Amendment
No. 2 thereto filed with the Commission on September 2, 1999.
ITEM 9 MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by adding the following
Exhibit:
Exhibit 22. Advertisement published in The New York Times on September 17,
1999.
SIGNATURE
After reasonable 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.
ASARCO INCORPORATED
By /s/ Francis R. McAllister
---------------------------------
Name: Francis R. McAllister
Title: Chairman and
Chief Executive Officer
Dated: September 17, 1999
Exhibit 22
[LOGOS OF ASARCO AND CYPRUS AMAX]
ATTENTION ASARCO AND CYPRUS AMAX SHAREHOLDERS:
THE ASARCO CYPRUS MERGER:
THE ONLY TRANSACTION THAT GIVES YOU VALUE
THE ONLY TRANSACTION YOU CAN COUNT ON
By VOTING FOR the Asarco Cyprus merger, shareholders will:
O CREATE the largest publicly-traded copper company in the world.
O RECEIVE a cash payment of $5.00 per Asarco Cyprus share after closing.
O RETAIN 100 percent of the $275 million of annual savings created by the
merger.
O REALIZE the values of Asarco Cyprus' global presence and world-class
properties, enhanced financial strength, and increased shareholder
liquidity.
Cyprus Amax and Asarco shares outperformed Phelps Dodge's shares following
the announcement of the Asarco Cyprus merger and before Phelps Dodge's
unsolicited hostile takeover attempt:
[Chart depicting historical trading values of selected copper equities
(Cyprus Amax, Asarco, and Phelps Dodge, relative to each other) during the
period between July 14 and August 19. Base value assumption: Cyprus -
13.938; Asarco - 19.000; Phelps - 66.438.]
Phelps Dodge WANTS TO BREAKUP the Asarco Cyprus merger and DENY YOU the
values to which you are entitled.
Phelps Dodge:
O IS OFFERING you a discount to the value created by a merged Asarco
Cyprus.
O DOES NOT want to give you fair and appropriate ownership in a
three-way enterprise even though Cyprus Amax and Asarco would be
contributing 57 percent of the production, 61 percent of the copper
reserves and 92 percent of the cost savings.
O CAN NOT complete its exchange offer by September 30, if ever.
You have every right to question whose interests Phelps Dodge is promoting.
On September 8, 1999, the Cyprus Amax and Asarco Boards unanimously
rejected Phelps Dodge's exchange offer as inadequate and not in the best
interests of Cyprus Amax and Asarco shareholders.
THE BOARDS OF CYPRUS AMAX AND ASARCO UNANIMOUSLY RECOMMEND THAT
SHAREHOLDERS VOTE FOR THE ASARCO CYPRUS MERGER ON SEPTEMBER 30, 1999.
It is the only transaction that assures you of value.
It is the only transaction you can count on.
We urge you to sign, date and mail the WHITE proxy card today.
/s/ Francis R. McAllister /s/ Milton H. Ward
Francis R. McAllister Milton H. Ward
Chairman and Chief Executive Officer Chairman, Chief Executive Officer
ASARCO Incorporated and President
Cyprus Amax Minerals Company
IMPORTANT
If your shares of Common Stock are held in the name of a bank or brokerage
firm, only that firm can execute a proxy card on your behalf. Please
contact the person responsible for your account and give instructions for a
WHITE proxy card to be voted FOR the merger.
If you need assistance or information, please call our proxy solicitors:
Asarco Shareholders: Cyprus Amax Shareholders:
MORROW & CO., INC. GEORGESON
at (800) 662-5200 SHAREHOLDER
or CHRIS SCHULTZ, Treasurer, Asarco COMMUNICATIONS INC.
at (212) 510-2329 at (800) 223-2064
or JOHN TARABA, VP and Controller, Cyprus Amax
at (303) 643-5244
