SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
(AMENDMENT NO. 5)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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. 5 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 26. Investor Presentation.
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
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Name: Francis R. McAllister
Title: Chairman and
Chief Executive Officer
Dated: September 21, 1999
EXHIBIT 26
INVESTOR PRESENTATION
CORPORATE
GOVERNANCE
SEPTEMBER 1999
Asarco Cyprus Merger
o Merger Structured Specifically to Create and Enhance Shareholder Value
- $5.00 Cash Payment to Shareholders on Completion of Merger
- Drop Takeover Defenses - 90 Days Post Merger
- Provide Opportunity for Fair Value Offer to Shareholders
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Asarco Cyprus Merger
o Qualified Offer:
- Offer to Purchase All Outstanding Shares
- Subject to an Unwaivable Minimum Tender Condition of 50% of the
Outstanding Shares
- Offer is Subject to Fairness Opinion From Recognized Investment
Bank
- Offer Includes Appropriate Financing Assurances
o For 90 Days Post Merger:
- Any Person Making a Qualified Offer Can Disarm the Rights Plan
- Company Must Call and Hold Stockholder Meeting to Vote to Redeem
Rights Plan, if Requested by Person Making Qualified Offer
- Company Must Redeem the Rights Plan if a Majority of the
Outstanding Shares Vote in Favor of Doing So
o Employee Benefit Programs/New Employment Contracts
- Status Quo Will Prevail For 90 Days Post Merger
- No New Change of Control Benefits Will Trigger in the 90 Days
Post Merger
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Asarco Cyprus Merger
o Transition Arrangements
- Boards of Directors' Objective is to Ensure:
o Synergies Implemented Properly
o Management Succession Planned
o Balanced Representation for Both Shareholder Groups
- Transition Arrangements Do Not Prevent Third Party Offer to Buy
Company
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Asarco Cyprus Merger
o Typical Three Year Transition Arrangements
- 50/50 Representation on Board
- Sharing of Executive Power for First Three Years
o Ward - Chairman and Co-CEO Until 2000 Annual Meeting
Chairman Until End of 2000
o McAllister - President and Co-CEO Until 2000 Annual
Meeting Chairman, President and CEO January 1, 2001
o To Ensure Successful Transition - Until 2002 Annual Meeting:
- Asarco Board Vacancies Filled By Asarco Directors
- Cyprus Board Vacancies Filled By Cyprus Directors
- Changes in Executive Arrangements Require 75% Vote
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Asarco Cyprus Merger
o Asarco Cyprus Corporate Governance
- Virtually Identical to Provisions for Phelps Dodge, as Well as Many
Other Companies
o Relevant Charter and By-Law Provisions
ASARCO CYPRUS PHELPS DODGE
Classified Board 3 Equal Classes 3 Equal Classes
Call Special Meetings Chairman, CEO or Chairman or
Majority of Directors Majority of Directors
Written Consent Not Permitted Not Permitted
Rights Plan 15% Trigger, 20% Trigger
Can Be Redeemed Can Be Redeemed
By Board By Board
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Asarco Cyprus Merger
o Asarco and Cyprus Boards Unanimously Rejected Phelps Dodge's Exchange
Offers as Inadequate and Not in Shareholders' Best Interests
- Based Upon Independent Evaluations By Asarco and Cyprus Investment Banks
o Counter Proposal to Phelps Dodge to Ensure Asarco and Cyprus
Shareholders 50 Percent Ownership in New Entity
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