SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Asarco Incorporated
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(Name of Registrant as Specified in Its Charter)
Phelps Dodge Corporation
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was
determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously by written preliminary materials
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount Previously Paid:_________________________________________
2) Form, Schedule or Registration Statement No.:-__________________
3) Filing Party:___________________________________________________
4) Date Filed:_____________________________________________________
Notes:
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ASARCO and Cyprus Amax Shareholders:
WELCOME BACK TO VALUE
While many of you were on vacation, ASARCO and Cyprus Amax repeatedly refused to
meet with Phelps Dodge and unilaterally rejected our acquisition proposals
offering you substantial premiums for your shares. Instead they endorsed the
no-premium ASARCO/Cyprus Amax merger proposal which will be voted on at hastily
called September 30 shareholder meetings.
Don't be confused by the rhetoric surrounding the ASARCO and Cyprus Amax merger
vote. Your shareholder vote on September 30 is all about value. Do you want
Phelps Dodge's PREMIUM offers or the NO-PREMIUM ASARCO/Cyprus Amax merger?
DO NOT SIGN ANY WHITE PROXY CARDS UNTIL YOU RECEIVE PROXY MATERIAL
FROM PHELPS DODGE ABOUT OUR SUPERIOR, PREMIUM OFFERS.
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If you have any questions or comments about Phelps Dodge's premium offers,
please call INNISFREE M&A INCORPORATED toll free at 877-750-5838.
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PHELPS DODGE CORPORATION
THIS ADVERTISEMENT IS NEITHER AN OFFER TO EXCHANGE NOR A SOLICITATION OF AN
OFFER TO EXCHANGE THE COMMON STOCK OF ASARCO OR CYPRUS AMAX FOR COMMON STOCK OF
PHELPS DODGE. THE OFFERS WILL BE MADE SOLELY BY MEANS OF PHELPS DODGE'S
PROSPECTUS AND THE RELATED LETTER OF TRANSMITTAL. THIS ADVERTISEMENT SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL
THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
