================================================================================
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. 3)
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 on September 22
and September 27, 1999, with respect to the Purchaser's exchange 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 3 is hereby amended and supplemented by adding the following:
Item 3. Past Contacts, Transactions or Negotiations with the Subject Company.
(b) On Monday, September 27, 1999, Douglas C. Yearley, Chairman and Chief
Executive Officer of Phelps Dodge and J. Steven Wisler, President and Chief
Operating Officer of Phelps Dodge sent a letter to Francis R. McAllister,
Chairman and Chief Executive Officer of Asarco and members of the board of
directors of Asarco. A copy of the letter to Mr. McAllister and the board of
directors of Asarco is attached hereto as Exhibit (f)(5) 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.
(f)(4) Letter from Phelps Dodge Corporation to Francis R. McAllister, Chairman
and Chief Executive Officer of Asarco, and the board of directors of
Asarco, dated September 27, 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.
September 28, 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.
September 28, 1999
AAV Corporation
By /s/ Ramiro G. Peru
----------------------------------------
Name: Ramiro G. Peru
Title: Director, Vice President
and Treasurer
<PAGE>
[LETTERHEAD OF PHELPS DODGE CORPORATION]
Exhibit (f)(5)
September 27, 1999
Mr. Francis R. McAllister
Chairman and Chief Executive Officer
Board of Directors
c/o Francis R. McAllister
ASARCO Incorporated
180 Maiden Lane
New York, NY 10038
Dear Frank and Members of the Board:
In light of the ruling of the Chancery Court in Delaware regarding the
exercise of your fiduciary duties (a copy of the transcript is enclosed) and the
disclosure by Grupo Mexico in its Schedule 14D-1 (a copy of the relevant portion
also enclosed) that their all cash bid was a direct response to your specific
price guidance, we believe you are required to treat us fairly in the auction
process in which you are now engaged.
We remain determined to acquire ASARCO and are prepared to meet with
you to discuss a revised proposal superior to those you are now considering. We
expect that in those discussions you will share with us any information shared
with any other bidder, including identical guidance as to price or any other
terms.
As you know, we have responded fully and favorably to each of your
contract requests previously.
We look forward to meeting with you at your earliest convenience.
Very truly yours,
/s/ Douglas C. Yearley /s/ J. Steven Whisler
---------------------- -----------------------
Douglas C. Yearley J. Steven Whisler
Chairman and President and
Chief Executive Officer Chief Operating Officer
