PHELPS DODGE CORP
DFAN14A, 1999-09-24
PRIMARY SMELTING & REFINING OF NONFERROUS METALS
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                            SCHEDULE 14A INFORMATION
                  Proxy Statement Pursuant to Section 14(a) of
                      the Securities Exchange Act of 1934


Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
    14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12


                          Cyprus Amax Minerals Company
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)


                            Phelps Dodge Corporation
- --------------------------------------------------------------------------------
     (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X]  No fee required.
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     Item 22(a)(2) of Schedule 14A.
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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            pursuant to Exchange Act Rule 0-11 (set forth the amount on
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[ ]      Fee paid previously by written preliminary materials.
[ ]      Check box if any part of the fee is offset as provided by
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Notes:



<PAGE>

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/Paul Caminiti/
(212) 953-5555                                 Debbie Miller
                                              (212) 687-8080


                    PHELPS DODGE RECEIVES ANTITRUST CLEARANCE
                  FOR OFFERS TO ACQUIRE ASARCO AND CYPRUS AMAX
                -----------------------------------------------

         PHOENIX, AZ, September 24, 1999 -- Phelps Dodge Corporation (NYSE: PD)
announced today that the Antitrust Division of the United States Department of
Justice has granted Phelps Dodge early termination of the waiting period under
the Hart-Scott-Rodino Act for its offers to acquire Asarco Incorporated (NYSE:
AR) and Cyprus Amax Minerals Company (NYSE: CYM).

      "We are very pleased to have received antitrust clearance, with no
divestitures required, on such a timely basis," said Douglas C. Yearley,
Chairman and Chief Executive Officer of Phelps Dodge. "If the Boards of Cyprus
Amax and Asarco will now cooperate, this removes any remaining uncertainty that
Phelps Dodge will be able to complete our offers immediately following our
October 13 shareholder meeting."

      Phelps Dodge is offering to acquire all shares of Asarco for $9.00 in cash
and 0.2880 Phelps Dodge shares per Asarco share, and to acquire all shares of
Cyprus Amax for $6.89 in cash and 0.2203 Phelps Dodge shares per Cyprus Amax
share, on a fully prorated basis. The offers provide approximately 40% premiums
to the shareholders of Asarco and Cyprus Amax, based on the unaffected stock
prices of all three companies.

      Phelps Dodge is also soliciting proxies from Asarco and Cyprus Amax
stockholders to vote against the proposed two-way merger of Asarco and Cyprus
Amax. Asarco and Cyprus Amax have set shareholder meetings for September 30,
1999 to vote on their proposed merger. Phelps

                                     -more-
<PAGE>



Dodge has set a special  meeting  of its  shareholders  on October  13,  1999 to
approve the issuance of shares in the offers to acquire Asarco and Cyprus Amax.

         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.

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