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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Schedule 14D-9
(Amendment No. 2)
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.
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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 17, 1999
EXHIBIT 99.19
[LOGOS OF CYPRUS AMAX MINERALS COMPANY AND ASARCO INCORPORATED]
ATTENTION ASARCO AND CYPRUS AMAX SHAREHOLDERS:
THE ASARCO CYPRUS MERGER:
THE ONLY TRANSACTION THAT GIVES YOU VALUE
THE ONLY TRANSACTION YOU CAN COUNT ON
By VOTING FOR the Asarco Cyprus merger, shareholders will:
o CREATE the largest publicly-traded copper company in the world.
o RECEIVE a cash payment of $5.00 per Asarco Cyprus share after closing.
o RETAIN 100 percent of the $275 million of annual savings created by
the merger.
o REALIZE the values of Asarco Cyprus' global presence and world-class
properties, enhanced financial strength, and increased shareholder
liquidity.
Cyprus Amax and Asarco shares outperformed Phelps Dodge's shares following the
announcement of the Asarco Cyprus merger and before Phelps Dodge's unsolicited
hostile takeover attempt:
[Chart depicting historical trading values of selected copper equities
(Cyprus Amax, Asarco, and Phelps Dodge, relative to each other) during the
period between July 14 and August 19. Base value assumption:
Cyprus - 13.938; Asarco - 19.000; Phelps - 66.438.]
Phelps Dodge WANTS TO BREAKUP the Asarco Cyprus merger and DENY YOU the values
to which you are entitled. Phelps Dodge:
o IS OFFERING you a discount to the value created by a merged Asarco
Cyprus.
o DOES NOT want to give you fair and appropriate ownership in a
three-way enterprise even though Cyprus Amax and Asarco would be
contributing 57 percent of the production, 61 percent of the copper
reserves and 92 percent of the cost savings.
o CAN NOT complete its exchange offer by September 30, if ever.
You have every right to question whose interests Phelps Dodge is promoting. On
September 8, 1999, the Cyprus Amax and Asarco Boards unanimously rejected Phelps
Dodge's exchange offer as inadequate and not in the best interests of Cyprus
Amax and Asarco shareholders.
THE BOARDS OF CYPRUS AMAX AND ASARCO UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS
VOTE FOR THE ASARCO CYPRUS MERGER ON SEPTEMBER 30, 1999.
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It is the only transaction that assures you of value.
It is the only transaction you can count on.
We urge you to sign, date and mail the WHITE proxy card today.
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<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 Cyprus Amax Minerals Company
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IMPORTANT
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) 643-5244
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