SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Only (as permitted
by Rule 14a-6(e)(2))
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(X) Definitive Additional Materials
( ) Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ASARCO INCORPORATED
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(Name of Registrant as Specified In Its Charter)
N/A
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As filed with the Commission on September 15, 1999
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[ASARCO LOGO] Executive Office
September 15, 1999
Dear Fellow Employee/Shareholder:
I know you have been following the progress of our merger with Cyprus
Amax closely. We are working on communications to employees addressing
questions the merger raises which will be sent out in the next few days.
In the meantime, I want to emphasize how important this merger opportunity
is to you, our employees, as well as our other shareholders. The new
Asarco Cyprus will be a strong competitor as we produce copper for a cash
cost of 50cent and will be profitable even when the price of copper is
65cent per pound.
Asarco shareholders won't have to wait long to realize the values of
this merger. After shareholder approval, a one for one exchange of Asarco
shares will be made for shares in the new company and shareholders will
also receive a cash payment of $5.00 per share. For those of us with
Asarco shares in our 401(k) or Savings Plans, the $5.00 will be used to
purchase more Asarco Cyprus stock in our 401(k) or Savings Plan accounts.
I'm attaching a copy of our recent announcement that further details the
benefits of the Asarco and Cyprus Amax merger to our shareholders and
explains the unfairness to our shareholders of the proposed Phelps Dodge
takeover.
How can you ensure that Phelps Dodge doesn't steal our opportunity and
break up our future? Simple, just vote "yes" on your white proxy card,
sign it and return it in the envelope provided. If you have misplaced it,
you should contact your Human Resources Department, and they will see that
it is replaced. Every vote counts. Please vote now.
Very truly yours,
/s/ Francis R. McAllister
Francis R. McAllister
FRM/nvo
