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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: August 26, 1999
(Date of earliest event reported)
Phelps Dodge Corporation
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(Exact name of registrant as specified in its charter)
New York 1-82 13-1808503
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
2600 North Central Avenue, Phoenix, AZ 85004-3089
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(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 August 25, 1999, attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release of Phelps Dodge Corporation, dated August 25, 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 thereunto duly authorized.
PHELPS DODGE CORPORATION
(Registrant)
By: /s/ S. David Colton
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Name: S. David Colton
Title: Vice President & General Counsel
Date: August 26, 1999
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EXHIBIT INDEX
Exhibit
Number Exhibit
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99.1 Press Release of Phelps Dodge Corporation, dated August 25, 1999
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FOR IMMEDIATE RELEASE
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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/Debbie Miller
(212) 953-5555 (212) 687-8080
PHELPS DODGE CONFIRMS RECEIPT OF LETTER FROM
ASARCO AND CYPRUS AMAX
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PHOENIX, AZ, August 25, 1999 - Phelps Dodge Corporation (NYSE: PD)
confirmed that it has received a letter from Asarco Incorporated (NYSE: AR) and
Cyprus Amax Minerals Company (NYSE: CYM) and issued the following response:
"The proposal put forth by Asarco and Cyprus Amax does not change
Phelps Dodge's commitment to complete a three-way combination that is beneficial
to shareholders of all three companies. While Phelps Dodge will review the most
recent proposal from Asarco and Cyprus Amax, we believe that the Phelps Dodge
proposal, which already provides Asarco and Cyprus Amax shareholders a 30%
premium, a $2.00 annual dividend and very substantial participation in the
greater upside potential of the three-way combination, is fully priced based on
public information and Phelps Dodge's best estimates of the real, achievable
cost synergies in a three-way combination. Phelps Dodge indicated that the
economic aspects of Asarco and Cyprus
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Amax's proposed three-way merger terms are totally unreasonable and would
deliver nearly all of the economic value of the three-way combination to Asarco
and Cyprus shareholders."
Douglas C. Yearley, Chairman and Chief Executive Officer of Phelps
Dodge, added, "If Asarco and Cyprus Amax are truly interested in a negotiated
transaction and not just posturing, we would be more than willing to begin real
discussions. Neither company has attempted to sit down with us."
Phelps Dodge indicated that it intends to complete its review in the
near term and to make a more definitive and comprehensive response thereafter.
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.
STATEMENTS IN THIS PRESS RELEASE INCLUDE "FORWARD-LOOKING STATEMENTS" THAT
EXPRESS EXPECTATIONS OF FUTURE EVENTS OR RESULTS. ALL STATEMENTS BASED ON FUTURE
EXPECTATIONS RATHER THAN ON HISTORICAL FACTS ARE FORWARD-LOOKING STATEMENTS THAT
INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES, AND THE COMPANY CANNOT GIVE
ASSURANCE THAT SUCH STATEMENTS WILL PROVE TO BE CORRECT. PLEASE REFER TO THE
MANAGEMENT'S DISCUSSION AND ANALYSIS SECTIONS OF THE COMPANY'S REPORT ON FORM
10-K FOR THE YEAR ENDED DECEMBER 31, 1998.
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