SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
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 Rule 14a-11(c) or Rule 14a-12
JOINT FILING BY:
ASARCO INCORPORATED and CYPRUS AMAX MINERALS COMPANY
________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
N/A
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total Fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:____________________________________________
(2) Form, Schedule or Registration Statement No.:______________________
(3) Filing Party: _____________________________________________________
(4) Date Filed: _______________________________________________________
As filed with the Commission on September 17, 1999
[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.
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/ 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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