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
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(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:
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|_| 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
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(1) Amount Previously Paid:______________________________________
(2) Form, Schedule or Registration Statement No.:_________________
(3) Filing Party: ________________________________________________
(4) Date Filed: __________________________________________________
As filed with the Commission on September 20, 1999
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.
This 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 clearance 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 Chairman, Chief Executive officer
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) 643-5244
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
Phelps Dodge (43%)] 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 by Asarco Cyprus (80%) and brought by Asarco Cyprus (92%)
Phelps Dodge (20%)] and Phelps Dodge (8%)]
WHY SHOULD YOU BECOME A MINORITY OWNER?
OWNERSHIP
[Pie chart depicting ownership of
Asarco Cyprus (43%) and Phelps Dodge (57%)]
VOTE "FOR" THE ASARCO CYPRUS MERGER
ON SEPTEMBER 30