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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 5)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D) (1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 9 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. 5 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.
Item 4 is hereby amended by adding the following:
On November 7, 1999, the Fourth Amended and Restated Commitment Letter was
amended (the "Amendment") in order to restructure the Credit Facilities and the
collateral securing such Credit Facilities. In connection therewith, among other
things, the amount available pursuant to the Working Capital Facility was
increased to $450 million.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended by adding the following:
On November 10, 1999, Parent issued a press release relating to the Offer, a
copy of which is included herein as Exhibit (a)(19) 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.*(1)
(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)).*(1)
(a)(19) Press release of Parent dated November 10, 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.
(1) Exhibit (a)(12) is superseded by Exhibit (a)(18).
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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 10, 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.*(1)
(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)).*(1)
(a)(19) Press release of Parent dated November 10, 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.
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(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.
(1) Exhibit (a)(12) is superseded by Exhibit (a)(18).
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Exhibit (a)(19)
[LOGO]
GRUPO MEXICO
Av. Baja California #200, Mexico City 06760
FOR IMMEDIATE RELEASE
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CONTACTS
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
MEXICO CITY (November 10, 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 Wednesday, November 10, 1999, at 12:00
midnight New York City time. The tender offer previously had been scheduled
to expire on Tuesday, November 9, 1999, at 12:00 midnight New York City time.
As of 12:00 midnight New York City time on November 9, 1999, 31,604,511 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 88.8% 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 November 9, 1999 expiration 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. ASARCO has informed Grupo Mexico
that, at the close of business on November 9, 1999, 39,956,622 shares of
ASARCO common stock were issued and outstanding. Under New Jersey 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 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.
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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%
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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