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CYPRUS AMAX MINERALS COMPANY
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As filed with the Commission on September 28, 1999
<PAGE>
CYPRUS AMAX NEWS
FOR IMMEDIATE RELEASE
CYPRUS AMAX AND ASARCO AMEND MERGER AGREEMENT
DENVER, CO., SEPTEMBER 28, 1999 - CYPRUS AMAX MINERALS COMPANY (NYSE:CYM) TODAY
ANNOUNCED THAT IT AND ASARCO INCORPORATED HAD AMENDED THEIR MERGER AGREEMENT TO
PERMIT EACH OTHER TO EXPLORE ALTERNATIVES, IN ADDITION TO THE TRANSACTION
PROPOSED BY PHELPS DODGE, TO THE ASARCO/CYPRUS AMAX MERGER. CYPRUS AMAX STATED,
HOWEVER, THAT IT COULD GIVE NO ASSURANCE THAT ANY TRANSACTION WOULD RESULT FROM
THESE EFFORTS.
CYPRUS AMAX ALSO SAID THAT IT AND ASARCO HAVE AGREED THAT EACH IS FREE TO ACT
INDEPENDENTLY OF THE OTHER UNTIL 9:00 AM (NEW YORK CITY TIME) ON TUESDAY,
OCTOBER 5, 1999. DURING THAT PERIOD EITHER COMPANY CAN UNILATERALLY TERMINATE
THE MERGER AGREEMENT UPON PAYMENT OF A TERMINATION FEE WHICH IS BASED ON THE
MARKET CAPITALIZATION OF THE COMPANY TERMINATING THE MERGER AGREEMENT. THE
TERMINATION FEE, IF PAID BY CYPRUS AMAX UPON THE TERMINATION OF THE MERGER
AGREEMENT BY CYPRUS AMAX, WOULD BE $45 MILLION. THE TERMINATION FEE, IF PAID BY
ASARCO UPON THE TERMINATION OF THE MERGER AGREEMENT BY ASARCO, WOULD BE $40
MILLION. CYPRUS AMAX AND ASARCO AGREED THAT IF THE MERGER AGREEMENT IS NOT
TERMINATED PRIOR TO TUESDAY MORNING THE ORIGINAL TERMS OF THE MERGER AGREEMENT
WILL BE REINSTATED IN THEIR ENTIRETY.
CYPRUS AMAX ALSO SAID THAT IT AND ASARCO HAD AGREED TO POSTPONE THEIR
SHAREHOLDER MEETINGS CURRENTLY SCHEDULED FOR SEPTEMBER 30, 1999 UNTIL OCTOBER 7,
1999.
CYPRUS AMAX MINERALS COMPANY, HEADQUARTERED IN ENGLEWOOD, COLORADO, IS A LEADING
PRODUCER OF COPPER, THE WORLD'S LARGEST PRODUCER OF MOLYBDENUM, AND HOLDS A 30%
INTEREST IN KINROSS GOLD CORPORATION. CYPRUS AMAX IS EXPLORING FOR MINERALS
WORLDWIDE.
ACTUAL RESULTS MAY VARY MATERIALLY FROM ANY FORWARD-LOOKING STATEMENTS THE
COMPANY MAKES. REFER TO THE CAUTIONARY STATEMENT AND RISK FACTORS CONTAINED IN
THE COMPANY'S 1998 FORM 10-K.
TO OBTAIN A FAXED COPY OF THIS OR ANY CYPRUS AMAX NEWS RELEASE, CALL
1-800-758-5804, EXT. 224250. NEWS RELEASES CAN ALSO BE ACCESSED VIA THE INTERNET
AT HTTP://WWW.PRNEWSWIRE.COM OR AT THE CYPRUS AMAX WEB SITE,
HTTP://WWW.CYPRUSAMAX.COM.
CONTACT: GERALD J. MALYS, SENIOR VICE PRESIDENT & CHIEF FINANCIAL OFFICER,
303-643-5060, OR JOHN TARABA, VICE PRESIDENT & CONTROLLER, 303-643-5244, BOTH OF
CYPRUS AMAX MINERALS COMPANY.
