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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: October 13, 1999
(Date of earliest event reported)
Phelps Dodge Corporation
(Exact name of registrant as specified in its charter)
New York 1-82 13-1808503
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
2600 North Central Avenue, Phoenix, AZ 85004-3089
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(602) 234-8100
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Item 5. Other Events.
The information set forth in the press release issued by Phelps Dodge
Corporation on October 13, 1999, attached hereto as Exhibit 99.1 is incorporated
by reference herein.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press release of Phelps Dodge Corporation, dated October 13, 1999
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
PHELPS DODGE CORPORATION
(Registrant)
By: /s/ Ramiro G. Peru
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Name: Ramiro G. Peru
Title: Senior Vice President and
Chief Financial Officer
Date: October 13, 1999
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EXHIBIT INDEX
Exhibit
Number Exhibits
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99.1 Press release of Phelps Dodge Corporation, dated October 13, 1999
FOR IMMEDIATE RELEASE
Contacts:
Investors Media
Phelps Dodge Phelps Dodge
Thomas M. Foster Susan M. Suver
(602) 234-8139 (602) 234-8003
Gregory W. Stevens
(602) 234-8166
Arthur Schmidt & Associates, Inc. Sard Verbinnen & Co
Martin Zausner/Alan Weinstein/Joan Harper George Sard/David Reno/
(212) 953-5555 Paul Caminiti
(212) 687-8080
PHELPS DODGE SAYS SHAREHOLDERS APPROVE ISSUANCE OF SHARES FOR
CYPRUS AMAX AND ASARCO ACQUISITIONS
EXPECTS TO COMPLETE CYPRUS AMAX EXCHANGE OFFER NEXT WEEK;
WILL NOT INCREASE OFFER FOR ASARCO
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PHOENIX, AZ, October 13, 1999 - Phelps Dodge Corporation (NYSE: PD)
announced today that its shareholders, at a special meeting held in Phoenix this
morning, overwhelmingly approved the issuance of new Phelps Dodge shares for the
exchange offers to acquire Cyprus Amax Minerals Company (NYSE: CYM) and Asarco
Incorporated (NYSE: AR).
Douglas C. Yearley, Chairman and Chief Executive Officer of Phelps Dodge,
said, "Now that Phelps Dodge shareholders have approved issuing the necessary
shares, we look forward to completing the Cyprus Amax exchange offer next week
and quickly beginning to realize the benefits of this compelling combination."
Yearley added, "As we have previously stated, we will not raise our offer
for Asarco, but we will keep our existing exchange offer for Asarco open and
protect our rights under the Asarco merger agreement. We believe our 50%-stock
offer is likely to be superior to Grupo Mexico's all-cash offer, especially for
those Asarco shareholders who are either tax-sensitive or want to stay invested
in copper at this stage of the cycle."
Cyprus Amax shareholders will receive $7.61 in cash and 0.2203 Phelps
Dodge shares per Cyprus Amax share on a fully prorated basis. Phelps Dodge's
exchange offer for Cyprus Amax will expire at midnight on October 15, 1999.
Completion of the exchange offer is subject to a majority of Cyprus Amax's
shares being tendered and not withdrawn and customary closing conditions.
Under the terms of the Asarco merger agreement, Asarco shareholders would
receive $14.75 in cash and 0.2513 Phelps Dodge shares per Asarco share on a
fully prorated basis. Phelps Dodge's exchange offer for Asarco will expire at
midnight on October 25, 1999. Completion of the exchange offer is subject to at
least 80% of Asarco's shares being tendered and not withdrawn and customary
closing conditions.
Phelps Dodge Corporation is among the world's largest producers of copper.
The company also is one of the world's largest producers of carbon black, one of
the world's largest manufacturers of magnet wire, and has operations and
investments in mines and wire and cable manufacturing facilities around the
world. Phelps Dodge has operations in 28 countries.
THIS PRESS RELEASE IS NEITHER A REQUEST FOR THE TENDER OF SHARES OF ASARCO OR
CYPRUS AMAX COMMON STOCK NOR AN OFFER WITH RESPECT THERETO. THE PHELPS DODGE
OFFER WILL BE MADE ONLY BY MEANS OF A FINAL PROSPECTUS AND THE RELATED LETTER OF
TRANSMITTAL. A REGISTRATION STATEMENT RELATING TO PHELPS DODGE COMMON STOCK HAS
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BECOME
EFFECTIVE. THE PHELPS DODGE COMMON STOCK MAY NOT BE SOLD NOR MAY OFFERS TO BUY
BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS
PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION
OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
