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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Schedule 14D-9
(Amendment No. 3)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Cyprus Amax Minerals Company
(Name of Subject Company)
Cyprus Amax Minerals Company
(Name of Person Filing Statement)
Common Stock, No Par Value
(Including the Associated Preferred Share Purchase Rights)
(Title of Class of Securities)
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232809 10 3 (Common Stock)
(CUSIP Number of Class of Securities)
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Philip C. Wolf, Esq.
Senior Vice President, General Counsel and Secretary
Cyprus Amax Minerals Company
9100 East Mineral Circle
Englewood, Colorado 80112
(303) 643-5000
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person filing statement)
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Copy to:
Elliott V. Stein, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
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<PAGE>
This statement amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 of Cyprus Amax Minerals Company, a Delaware
corporation ("Cyprus Amax"), filed with the Securities and Exchange Commission
(the "Commission") on September 9, 1999, as subsequently amended (the "Schedule
14D-9"), with respect to the exchange offer made by Phelps Dodge Corporation, a
New York corporation ("Phelps Dodge"), to exchange Phelps Dodge common stock,
par value $6.25 per share, for all of the outstanding shares of Cyprus Amax
common stock, no par value ("Cyprus Amax Common Stock"), on the terms and
conditions set forth in the Phelps Dodge Offer.
Capitalized terms used and not defined herein shall have the meanings
assigned to such terms in the Schedule 14D-9.
Item 9. Material to be Filed as Exhibits
Item 9 of the Schedule 14D-9 is hereby amended and restated as
follows:
Exhibit 1: Pages 62, 64-66, 72-73 and 79 in the Joint Proxy
Statement/Prospectus and page 13 in the Asarco Cyprus 8-K.**
Exhibit 2: Pages 11-22 in the Annual Proxy Statement.**
Exhibit 3: Press release issued by Cyprus Amax and Asarco, dated
September 9, 1999.**
Exhibit 4: Letter to Stockholders of Cyprus Amax, dated September 9,
1999.* **
Exhibit 5: Complaint filed in Phelps Dodge v. ASARCO et al., Superior
Court of New Jersey Chancery Division: Mercer County, August
27, 1999.**
Exhibit 6: Complaint filed in Sterns v. McAllister et al., Superior Court
of New Jersey Chancery Division: Mercer County, August 24,
1999.**
Exhibit 7: Complaint filed in Greenfield v. Osborne, et al., Superior
Court of New Jersey Chancery Division: Mercer County, August
25, 1999.**
Exhibit 8: Complaint filed in Steiner v. Cyprus Amax et al., Court of
Chancery of the State of Delaware in and for New Castle
County, August 23, 1999.**
Exhibit 9: Complaint filed in Miller v. Cyprus Amax et al., Court of
Chancery of the State of Delaware in and for New Castle
County, August 23, 1999.**
Exhibit 10: Complaint filed in Bruno v. Stookey et al., Court of Chancery
of the State of Delaware in and for New Castle County, August
24, 1999.**
Exhibit 11: Complaint filed in Green v. Stookey et al., Court of Chancery
of the State of Delaware in and for New Castle County, August
24, 1999.**
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Exhibit 12: Complaint filed in Lifshitz v. Stookey et al., Court of
Chancery of the State of Delaware in and for New Castle
County, August 24, 1999.**
Exhibit 13: Complaint filed in Klotz v. Ward et al., Court of Chancery of
the State of Delaware in and for New Castle County, August 24,
1999.**
Exhibit 14: Complaint filed in Grill v. Stookey, et al., Court of Chancery
of the State of Delaware in and for New Castle County, August
26, 1999.**
Exhibit 15: Complaint filed in Phelps Dodge v. Cyprus Amax, et al. Court
of Chancery for the State of Delaware in and for New Castle
County, August 27, 1999.**
Exhibit 16: Letter from Cyprus Amax and Asarco to shareholders, dated
September 10, 1999.**
Exhibit 17: Newspaper Advertisement by Cyprus Amax and Asarco dated
September 10, 1999.**
Exhibit 18: Investor Presentation by Cyprus Amax and Asarco.**
Exhibit 19: Newspaper Advertisement by Cyprus Amax and Asarco dated
September 17, 1999.**
Exhibit 20: Letter from Cyprus Amax and Asarco to shareholders, dated
September 17, 1999.
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* Included with Schedule 14D-9 mailed to stockholders.
** Previously Filed
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SIGNATURE
After reasonable 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.
CYPRUS AMAX MINERALS COMPANY
By: /s/ Philip C. Wolf
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Philip C. Wolf
Senior Vice President,
General Counsel and Secretary
Dated: September 20, 1999
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EXHIBIT 99.20
SEPTEMBER 17, 1999
Dear Shareholders:
THE ASARCO CYPRUS MERGER MEANS ENHANCED SHAREHOLDER VALUE. By VOTING FOR the
Asarco Cyprus merger on September 30, you will:
o own the largest publicly-traded copper company in the world;
o receive a cash payment of $5.00 per Asarco Cyprus share after the
merger's closing; and
o realize ongoing value through Asarco Cyprus' global presence,
world-class properties, enhanced financial strength and increased
shareholder liquidity.
By VOTING FOR the Asarco Cyprus merger, you are voting for a transaction that:
o is accretive to shareholders;
o positions shareholders to benefit from 100 percent of the $275 million
of annual cost savings created by the merger; and
o gives shareholders an investment unequalled in the copper industry in
terms of the combination of a pipeline of growth properties,
operating efficiencies and earnings power.
By VOTING FOR the Asarco Cyprus merger YOU WILL SUBSTANTIALLY INCREASE THE
POTENTIAL VALUE AND POWER OF YOUR INVESTMENT.
That is why Phelps Dodge wants to breakup the Asarco Cyprus merger. PHELPS DODGE
DOES NOT WANT YOU to create Asarco Cyprus. Phelps Dodge would rather have you
GIVE UP MUCH OF WHAT YOU WOULD REALIZE IN AN ASARCO CYPRUS COMBINATION TO PHELPS
DODGE'S SHAREHOLDERS.
In the three-way deal proposed by Phelps Dodge, Asarco Cyprus would contribute:
o 57% of production;
o 61% of reserves;
o lower cash costs;
o 4 of the 5 lowest cost mines;
o 60% of the copper margin;
o 92% of the synergies; and
o 91% of the cash.
Yet, for all this, PHELPS DODGE WILL ONLY GIVE YOU 43% OF THE OWNERSHIP.
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In a virtually unprecedented action, Cyprus Amax and Asarco publicly stated the
offer price at which they would consider a three-way combination with Phelps
Dodge. Phelps Dodge ignored this response and proceeded with an expensive and
hostile solicitation, including several lawsuits in an attempt to break up our
merger.
We think you should know that Phelps Dodge can't complete its exchange offer by
September 30. Also, its offers are subject to numerous conditions, including
anti-trust clearances and the approval of its own shareholders.
THE CYPRUS AMAX AND ASARCO BOARDS UNANIMOUSLY REJECTED PHELPS DODGE'S EXCHANGE
OFFERS AS INADEQUATE AND NOT IN THE BEST INTERESTS OF CYPRUS AMAX AND ASARCO
SHAREHOLDERS. THE BOARDS UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE FOR THE
MERGER ON SEPTEMBER 30, 1999.
It is the only transaction that assures you of value. It is the only transaction
you can count on.
We thank you for your support. We urge you to sign, date, and mail the WHITE
proxy card today.
<TABLE>
<CAPTION>
<S> <C>
/s/ Francis R. McAllister /s/ Milton H. Ward
Francis R. McAllister Milton H. Ward
Chairman and Chief Executive Officer Chairman, Chief Executive Officer and President
ASARCO Incorporated of Cyprus Amax Minerals Company
IMPORTANT
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If your shares of Common Stock are held in the name of a bank or brokerage firm,
only that firm can execute a proxy card on your behalf. Please contact the
person responsible for your account and give instructions for a WHITE proxy card
to be voted FOR the merger.
If you need assistance or information, please call our proxy solicitors:
Asarco Shareholders: Cyprus Amax Shareholders:
MORROW & CO., INC. GEORGESON
at (800) 662-5200 SHAREHOLDER
or CHRIS SCHULTZ, Treasurer, Asarco COMMUNICATIONS INC
at (212) 510-2329 at (800) 223-2064
or JOHN TARABA, VP and Controller, Cyprus Amax
at (303) 643-544
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</TABLE>
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TO ALL ASARCO CYPRUS SHAREHOLDERS
SINCE ASARCO CYPRUS BRINGS THIS TO A THREE WAY COMBINATION WITH
PHELPS DODGE......
<TABLE>
<CAPTION>
<S> <C>
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COPPER PRODUCTION CASH
[Pie chart depicting copper production [Pie chart depicting cash brought
brought by Asarco Cyprus (57%) and by Asarco Cyprus (91%) and
Phelps Dodge (43%)] Phelps Dodge (9%)]
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COPPER RESERVES COPPER MARGIN
[Pie chart depicting copper reserves [Pie chart depicting copper margin
brought by Asarco Cyprus (61%) and brought by Asarco Cyprus (60%) and
Phelps Dodge (39%)] Phelps Dodge (40%)]
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LOW COST MINES SYNERGIES
[Pie chart depicting low cost mines [Pie chart depicting synergies brought
brought by Asarco Cyprus (80%) by Asarco Cyprus (92%) and Phelps Dodge (8%)]
and Phelps Dodge (20%)]
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</TABLE>
WHY SHOULD YOU BECOME A MINORITY OWNER?
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OWNERSHIP
[Pie chart depicting ownership of Asarco Cyprus
(43%) and Phelps Dodge (57%)]
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VOTE "FOR" THE ASARCO CYPRUS MERGER
ON SEPTEMBER 30
