EXHIBIT 99.20
SEPTEMBER 17, 1999
Dear Shareholders:
THE ASARCO CYPRUS MERGER MEANS ENHANCED SHAREHOLDER VALUE. By VOTING FOR the
Asarco Cyprus merger on September 30, you will:
o own the largest publicly-traded copper company in the world;
o receive a cash payment of $5.00 per Asarco Cyprus share after the
merger's closing; and
o realize ongoing value through Asarco Cyprus' global presence,
world-class properties, enhanced financial strength and increased
shareholder liquidity.
By VOTING FOR the Asarco Cyprus merger, you are voting for a transaction that:
o is accretive to shareholders;
o positions shareholders to benefit from 100 percent of the $275 million
of annual cost savings created by the merger; and
o gives shareholders an investment unequalled in the copper industry in
terms of the combination of a pipeline of growth properties,
operating efficiencies and earnings power.
By VOTING FOR the Asarco Cyprus merger YOU WILL SUBSTANTIALLY INCREASE THE
POTENTIAL VALUE AND POWER OF YOUR INVESTMENT.
That is why Phelps Dodge wants to breakup the Asarco Cyprus merger. PHELPS DODGE
DOES NOT WANT YOU to create Asarco Cyprus. Phelps Dodge would rather have you
GIVE UP MUCH OF WHAT YOU WOULD REALIZE IN AN ASARCO CYPRUS COMBINATION TO PHELPS
DODGE'S SHAREHOLDERS.
In the three-way deal proposed by Phelps Dodge, Asarco Cyprus would contribute:
o 57% of production;
o 61% of reserves;
o lower cash costs;
o 4 of the 5 lowest cost mines;
o 60% of the copper margin;
o 92% of the synergies; and
o 91% of the cash.
Yet, for all this, PHELPS DODGE WILL ONLY GIVE YOU 43% OF THE OWNERSHIP.
In a virtually unprecedented action, Cyprus Amax and Asarco publicly stated the
offer price at which they would consider a three-way combination with Phelps
Dodge. Phelps Dodge ignored this response and proceeded with an expensive and
hostile solicitation, including several lawsuits in an attempt to break up our
merger.
We think you should know that Phelps Dodge can't complete its exchange offer by
September 30. Also, its offers are subject to numerous conditions, including
anti-trust clearances and the approval of its own shareholders.
THE CYPRUS AMAX AND ASARCO BOARDS UNANIMOUSLY REJECTED PHELPS DODGE'S EXCHANGE
OFFERS AS INADEQUATE AND NOT IN THE BEST INTERESTS OF CYPRUS AMAX AND ASARCO
SHAREHOLDERS. THE BOARDS UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE FOR THE
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 thank you for your support. We urge you to sign, date, and mail the WHITE
proxy card today.
/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 of Cyprus Amax Minerals Company
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) 643-544
=====================================================================================================
TO ALL ASARCO CYPRUS SHAREHOLDERS
SINCE ASARCO CYPRUS BRINGS THIS TO A THREE WAY COMBINATION WITH
PHELPS DODGE......
- -----------------------------------------------------------------------------------------------------
COPPER PRODUCTION CASH
[Pie chart depicting copper production [Pie chart depicting cash brought
brought by Asarco Cyprus (57%) and by Asarco Cyprus (91%) and
Phelps Dodge (43%)] Phelps Dodge (9%)]
- -----------------------------------------------------------------------------------------------------
COPPER RESERVES COPPER MARGIN
[Pie chart depicting copper reserves [Pie chart depicting copper margin
brought by Asarco Cyprus (61%) and brought by Asarco Cyprus (60%) and
Phelps Dodge (39%)] Phelps Dodge (40%)]
- -----------------------------------------------------------------------------------------------------
LOW COST MINES SYNERGIES
[Pie chart depicting low cost mines [Pie chart depicting synergies brought
brought by Asarco Cyprus (80%) by Asarco Cyprus (92%) and Phelps Dodge (8%)]
and Phelps Dodge (20%)]
- -----------------------------------------------------------------------------------------------------
WHY SHOULD YOU BECOME A MINORITY OWNER?
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OWNERSHIP
[Pie chart depicting ownership of Asarco Cyprus
(43%) and Phelps Dodge (57%)]
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VOTE "FOR" THE ASARCO CYPRUS MERGER
ON SEPTEMBER 30