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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Schedule 14D-9
(Amendment No. 4)
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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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 December
20, 1999.**
Exhibit 21: Investor Presentation by Cyprus Amax and Asarco.
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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 21, 1999
EXHIBIT 99.21
INVESTOR PRESENTATION
CORPORATE
GOVERNANCE
SEPTEMBER 1999
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Asarco Cyprus Merger
o Merger Structured Specifically to Create and Enhance Shareholder Value
- $5.00 Cash Payment to Shareholders on Completion of Merger
- Drop Takeover Defenses - 90 Days Post Merger
- Provide Opportunity for Fair Value Offer to Shareholders
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Asarco Cyprus Merger
o Qualified Offer:
- Offer to Purchase All Outstanding Shares
- Subject to an Unwaivable Minimum Tender Condition of 50% of the
Outstanding Shares
- Offer is Subject to Fairness Opinion From Recognized Investment
Bank
- Offer Includes Appropriate Financing Assurances
o For 90 Days Post Merger:
- Any Person Making a Qualified Offer Can Disarm the Rights Plan
- Company Must Call and Hold Stockholder Meeting to Vote to Redeem
Rights Plan, if Requested by Person Making Qualified Offer
- Company Must Redeem the Rights Plan if a Majority of the
Outstanding Shares Vote in Favor of Doing So
o Employee Benefit Programs / New Employment Contracts
- Status Quo Will Prevail For 90 Days Post Merger
- No New Change of Control Benefits Will Trigger in the 90 Days Post
Merger
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Asarco Cyprus Merger
o Transition Arrangements
- Boards of Directors' Objective is to Ensure:
o Synergies Implemented Properly
o Management Succession Planned
o Balanced Representation for Both Shareholder Groups
- Transition Arrangements Do Not Prevent Third Party Offer to Buy
Company
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Asarco Cyprus Merger
o Typical Three Year Transition Arrangements
- 50/50 Representation on Board
- Sharing of Executive Power for First Three Years
o Ward - Chairman and Co-CEO Until 2000 Annual Meeting
Chairman Until End of 2000
o McAllister - President and Co-CEO Until 2000 Annual Meeting
Chairman, President and CEO January 1, 2001
o To Ensure Successful Transition - Until 2002 Annual Meeting:
- Asarco Board Vacancies Filled By Asarco Directors
- Cyprus Board Vacancies Filled By Cyprus Directors
- Changes in Executive Arrangements Require 75% Vote
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Asarco Cyprus Merger
o Asarco Cyprus Corporate Governance
- Virtually Identical to Provisions for Phelps Dodge, as Well as
Many Other Companies
o Relevant Charter and By-Law Provisions--
Asarco Cyprus Phelps Dodge
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Classified Board 3 Equal Classes 3 Equal Classes
Call Special Meetings Chairman, CEO or Chairman or
Majority of Directors Majority of Directors
Written Consent Not Permitted Not Permitted
Rights Plan 15% Trigger, 20% Trigger,
Can Be Redeemed Can Be Redeemed
By Board By Board
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Asarco Cyprus Merger
o Asarco and Cyprus Boards Unanimously Rejected Phelps Dodge's Exchange
Offers as Inadequate and Not in Shareholders' Best Interests
- Based Upon Independent Evaluations By Asarco and Cyprus Investment
Banks
o Counter Proposal to Phelps Dodge to Ensure Asarco and Cyprus
Shareholders 50 Percent Ownership in New Entity
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