-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CErutzlB0dJmfGmV/I9KupgoXq0g8h+B+xMVRm6WlRlzrbzBLHSRTy0dAsdSFLxh +xCDr1RFgvAytpOjUkmBfQ== 0000912057-99-006140.txt : 19991117 0000912057-99-006140.hdr.sgml : 19991117 ACCESSION NUMBER: 0000912057-99-006140 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991115 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASARCO INC CENTRAL INDEX KEY: 0000007649 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY SMELTING & REFINING OF NONFERROUS METALS [3330] IRS NUMBER: 134924440 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-31638 FILM NUMBER: 99755677 BUSINESS ADDRESS: STREET 1: 180 MAIDEN LN CITY: NEW YORK STATE: NY ZIP: 10038 BUSINESS PHONE: 2125102000 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN SMELTING & REFINING CO DATE OF NAME CHANGE: 19760607 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASARCO INC CENTRAL INDEX KEY: 0000007649 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY SMELTING & REFINING OF NONFERROUS METALS [3330] IRS NUMBER: 134924440 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-31638 FILM NUMBER: 99755678 BUSINESS ADDRESS: STREET 1: 180 MAIDEN LN CITY: NEW YORK STATE: NY ZIP: 10038 BUSINESS PHONE: 2125102000 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN SMELTING & REFINING CO DATE OF NAME CHANGE: 19760607 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRUPO MEXICO SA DE CV /FI CENTRAL INDEX KEY: 0001042701 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: BAJA CALIFORNIA NO 200 STREET 2: ROMA SUR CITY: 06760 MEXICO DF STATE: O5 BUSINESS PHONE: 0116255647066 MAIL ADDRESS: STREET 1: BAJA CALIFORNIA 200 CITY: 06760 MEXICO CITY STATE: O5 FORMER COMPANY: FORMER CONFORMED NAME: GRUPO MEXICO SA DE CV /FI DATE OF NAME CHANGE: 19971223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRUPO MEXICO SA DE CV /FI CENTRAL INDEX KEY: 0001042701 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: BAJA CALIFORNIA NO 200 STREET 2: ROMA SUR CITY: 06760 MEXICO DF STATE: O5 BUSINESS PHONE: 0116255647066 MAIL ADDRESS: STREET 1: BAJA CALIFORNIA 200 CITY: 06760 MEXICO CITY STATE: O5 FORMER COMPANY: FORMER CONFORMED NAME: GRUPO MEXICO SA DE CV /FI DATE OF NAME CHANGE: 19971223 SC 14D1/A 1 SCHEDULE 14D/1A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1 (AMENDMENT NO. 7) (FINAL AMENDMENT) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D) (1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND AMENDMENT NO. 11 TO SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ ASARCO INCORPORATED (Name of Subject Company) ASMEX CORPORATION AND GRUPO MEXICO, S.A. DE C.V. (Bidders) ------------------------ COMMON STOCK, NO PAR VALUE (INCLUDING THE ASSOCIATED JUNIOR PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS) (Title of Class of Securities) ------------------------ 04341310 (CUSIP Number of Class of Securities) ------------------------ Daniel Tellechea Salido Managing Director for Administration and Finance Grupo Mexico, S.A. de C.V. Baja California 200 Colonia Roma Sur 06760 Mexico City, Mexico Telephone: 011-525-574-2067 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications on Behalf of Bidders) COPY TO: Lori Anne Czepiel, Esq. Brown & Wood LLP One World Trade Center New York, New York 10048 Telephone: (212) 839-5300 Facsimile: (212) 839-5599 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SCHEDULE 14-1/13D SCHEDULE 14D-1/13D CUSIP NO. 04341310
- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS Grupo Mexico, S.A. de C.V. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 13-1808503 - --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) / / (b) / / - --------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------- 4 SOURCE OF FUNDS BK, WC - --------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) / / - --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico - ---------------------------------------------------------------------
7 SOLE VOTING POWER NONE - -------------------------------------------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 34,998,828 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING NONE PERSON -------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 34,998,828 --------------------------------------------------------
- --------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,998,828 - --------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 87.6% - --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ---------------------------------------------------------------------
SCHEDULE 14-1/13D SCHEDULE 14D-1/13D CUSIP NO. 04341310
- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ASMEX Corporation I.R.S. Employer Identification Number--Application Pending - --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) / / (b) / / - --------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------- 4 SOURCE OF FUNDS BK, WC - --------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) / / - --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ---------------------------------------------------------------------
7 SOLE VOTING POWER NONE - -------------------------------------------------------------------------------- NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 34,998,828 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING NONE PERSON -------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 34,998,828 --------------------------------------------------------
- --------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,998,828 - --------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 87.6% - --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ---------------------------------------------------------------------
This amendment constitutes Amendment No. 7 to the Tender Offer Statement on Schedule 14D-1 as the same may have been amended from time to time (as amended hereby, the "Statement") and Amendment No. 11 to the Schedule 13D and relates to the offer by Grupo Mexico, S.A. de C.V., a Mexican corporation ("Parent") through its wholly owned subsidiary, ASMEX Corporation, a Delaware corporation ("Purchaser"), to purchase all of the outstanding shares of common stock, without par value (together with the associated junior participating preferred stock purchase rights, the "Common Stock"), of ASARCO Incorporated, a New Jersey corporation ("ASARCO"), at a purchase price of $29.75 per share of Common Stock, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 27, 1999, as amended (the "Offer to Purchase"), a copy of which is attached to this Statement as Exhibit (a)(1), as amended and supplemented by Supplement No. 1 thereto dated October 8, 1999 ("Supplement No. 1"), a copy of which is attached to this Statement as Exhibit (a)(10), as further amended and supplemented by Supplement No. 2 dated October 26, 1999 ("Supplement No. 2"), a copy of which is attached to this Statement as Exhibit (a)(13) (which, as they may have been amended or supplemented from time to time, together with the Offer to Purchase constitute the "Offer"). Capitalized terms not defined herein have the meanings ascribed in the Offer to Purchase, Supplement No. 1 and Supplement No. 2. The item numbers and responses thereto below are in accordance with the requirements of Schedule 14D-1. Pursuant to Instruction D of the "Special Instructions for Complying with Schedule 14D-1," this Amendment constitutes the final amendment to the Statement. ITEM 2. IDENTITY AND BACKGROUND. Item 2 is hereby amended by the following: On November 10, 1999, Parent transferred all shares of its Common Stock to Purchaser in consideration for Purchaser issuing additional equity to Parent. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. Item 5 is hereby amended and supplemented by adding the following: The Offer expired at 12:00 midnight, New York City time, on Friday, November 12, 1999. Based on information provided by the Depositary, a total of 32,573,446 shares of Common Stock, representing approximately 81.5% of the outstanding shares of Common Stock, were validly tendered and not properly withdrawn pursuant to the Offer and were accepted for payment by the Purchaser. The Common Stock tendered includes approximately 1,474,618 shares of Common Stock tendered pursuant to Notices of Guaranteed Delivery. Upon purchase of all such tendered shares of Common Stock, Parent and Purchaser will own approximately 91% of the outstanding shares. A copy of the press release issued on November 15, 1999 by Parent with respect to the consummation of the Offer is attached hereto as Exhibit (a)(19) and incorporated herein by reference. Pursuant to the Agreement and Plan of Merger, dated as of October 25, 1999, among ASARCO, Parent and Purchaser (the "Merger Agreement"), upon the purchase by Purchaser of the tendered shares of Common Stock, Parent is entitled to designate a certain number of directors on the ASARCO Board. As of November 15, 1999, all the members of the ASARCO Board, other than Francis R. McAllister and Kevin R. Morano, resigned and were replaced by the following designees of Parent: German Larrea Mota-Velasco, Genaro Larrea Mota-Velasco, Hector Calva Ruiz, Daniel Tellechea Salido, Oscar Gonzalez Rocha, Xavier Garcia de Quevedo Tupete, Alfredo Casar Perez, Daniel Chavez Carreon, Manuel Calderon Cardenas and Alberto de la Parra Zavala. Francis R. McAllister and Kevin R. Morano will remain on the ASARCO Board until the completion of the Merger. Following the Merger, the members of the Board of Directors of Purchaser will become the members of the Board of Directors of the Surviving Corporation. ITEM 6. INTEREST IN THE SECURITIES OF THE SUBJECT COMPANY. Item 6 is hereby amended by adding the following: The information set forth in Items 2 and 5 of this Statement is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented by adding the following exhibit thereto: (a)(1) Offer to Purchase dated September 27, 1999.* (a)(2) Form of Letter of Transmittal.* (a)(3) Form of Notice of Guaranteed Delivery.* (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(6) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(7) Form of Summary Advertisement dated September 27, 1999.* (a)(8) Press release of Parent dated September 24, 1999.* (a)(9) Press release of Parent dated September 27, 1999.* (a)(10) Supplement No. 1 to the Offer to Purchase dated October 8, 1999.* (a)(11) Press release of Parent dated October 7, 1999.* (a)(12) Press release of Parent dated October 25, 1999.*(1) (a)(13) Supplement No. 2 to the Offer to Purchase dated October 26, 1999.* (a)(14) Form of Revised Letter of Transmittal* (a)(15) Form of Revised Notice of Guaranteed Delivery.* (a)(16) Form of Revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(17) Form of Revised Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(18) Press release of Parent dated October 25, 1999 (supersedes Exhibit (a)(12)).*(1) (a)(19) Press release of Parent dated November 10, 1999.* (a)(20) Press release of Parent dated November 11, 1999.* (a)(21) Press release of Parent dated November 12, 1999.* (a)(22) Press release of Parent dated November 15, 1999. (b)(1) Commitment Letter from The Chase Manhattan Bank and Chase Securities Inc. dated September 24, 1999.* (b)(2) First Amended and Restated Commitment Letter from the Chase Manhattan Bank and Chase Securities Inc. dated October 5, 1999.* (b)(3) Second Amended and Restated Commitment Letter from The Chase Manhattan Bank and Chase Securities Inc. dated October 7, 1999.* (b)(4) Third Amended and Restated Commitment Letter from The Chase Manhattan Bank and Chase Securities Inc. dated October 15, 1999.* (b)(5) Fourth Amended and Restated Commitment Letter from The Chase Manhattan Bank and Chase Securities Inc. dated October 22, 1999.*
(c)(1) Agreement and Plan of Merger among ASARCO, Parent and Purchaser, dated as of October 25, 1999.* (d) Not applicable. (e) Not applicable. (f) None. (g)(1) 1997 Annual Report of Parent.* (g)(2) 1998 Annual Report of Parent.*
- ------------------------ * Previously filed. (1) Exhibit (a)(12) is superseded by Exhibit (a)(18). SIGNATURE After due inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 15, 1999 GRUPO MEXICO, S.A. DE C.V. By: /s/ DANIEL TELLECHEA SALIDO ----------------------------------------- Name: Daniel Tellechea Salido Title: Managing Director for Administration and Finance GRUPO MEXICO, S.A. DE C.V. By: /s/ HECTOR CALVA RUIZ ----------------------------------------- Name: Hector Calva Ruiz Title: Managing Director for Exploration and Projects ASMEX CORPORATION By: /s/ DANIEL TELLECHEA SALIDO ----------------------------------------- Name: Daniel Tellechea Salido Title: Vice President and Treasurer
EXHIBIT INDEX EXHIBIT NO. (a)(1) Offer to Purchase dated September 27, 1999.* (a)(2) Form of Letter of Transmittal.* (a)(3) Form of Notice of Guaranteed Delivery.* (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(6) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(7) Form of Summary Advertisement dated September 27, 1999.* (a)(8) Press release of Parent dated September 24, 1999.* (a)(9) Press release of Parent dated September 27, 1999.* (a)(10) Supplement No. 1 to the Offer to Purchase dated October 8, 1999.* (a)(11) Press release of Parent dated October 7, 1999.* (a)(12) Press release of Parent dated October 25, 1999.*(1) (a)(13) Supplement No. 2 to the Offer to Purchase dated October 26, 1999.* (a)(14) Form of Revised Letter of Transmittal* (a)(15) Form of Revised Notice of Guaranteed Delivery.* (a)(16) Form of Revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(17) Form of Revised Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(18) Press release of Parent dated October 25, 1999 (supersedes Exhibit (a)(12)).*(1) (a)(19) Press release of Parent dated November 10, 1999.* (a)(20) Press release of Parent dated November 11, 1999.* (a)(21) Press release of Parent dated November 12, 1999.* (a)(22) Press release of Parent dated November 15, 1999. (b)(1) Commitment Letter from The Chase Manhattan Bank and Chase Securities Inc. dated September 24, 1999.* (b)(2) First Amended and Restated Commitment Letter from the Chase Manhattan Bank and Chase Securities, Inc. dated October 5, 1999.* (b)(3) Second Amended and Restated Commitment Letter from The Chase Manhattan Bank and Chase Securities, Inc. dated October 7, 1999.* (b)(4) Third Amended and Restated Commitment Letter from The Chase Manhattan Bank and Chase Securities, Inc. dated October 15, 1999.* (b)(5) Fourth Amended and Restated Commitment Letter from The Chase Manhattan Bank and Chase Securities, Inc. dated October 22, 1999.* (c)(1) Agreement and Plan of Merger among ASARCO, Parent and Purchaser, dated as of October 25, 1999.* (d) Not applicable. (e) Not applicable.
(g) None. (g)(1) 1997 Annual Report of Parent.* (g)(2) 1998 Annual Report of Parent.*
- ------------------------ * Previously filed. (1) Exhibit (a)(12) is superseded by Exhibit (a)(18). EX-99.1 2 EXHIBIT 99.1 [LOGO] GRUPO MEXICO Av. Baja California #200, Mexico City 06760 FOR IMMEDIATE RELEASE ------------------------- CONTACTS - --------- GRUPO MEXICO, S.A. de C.V. Daniel Tellechea 011-525-574-8483 Eduardo Gonzalez 011-525-574-8422 ABERNATHY MacGREGOR FRANK Chuck Burgess 212-371-5999 GRUPO MEXICO SUCCESSFULLY COMPLETES TENDER OFFER FOR ASARCO MEXICO CITY (November 15, 1999) - Grupo Mexico, S.A. de C.V. today announced that it has successfully completed its tender offer to purchase outstanding shares of ASARCO Incorporated (NYSE: AR) at a purchase price of $29.75 per share in cash. The tender offer expired at 12:00 midnight New York City time on Friday, November 12, 1999. At the expiration of the Offer, based upon information provided by the depositary for the Offer, approximately 32,573,446 ASARCO shares (including 1,474,618 shares subject to guarantees of delivery), representing approximately 81.5% of the total number of the shares outstanding, were tendered and will be accepted for purchase pursuant to the tender offer. After giving effect to the purchase of the shares tendered, Grupo Mexico will beneficially own approximately 91% of the outstanding ASARCO shares. As the owner of over 90% of the outstanding shares of ASARCO, Grupo Mexico will be entitled to complete a merger pursuant to which ASARCO will become a wholly owned subsidiary of Grupo Mexico without the need for a vote of ASARCO shareholders. Grupo Mexico expects to complete the merger on or before Wednesday, November 17, 1999. Under the merger agreement, ASARCO shareholders who did not sell their shares in the tender offer will be entitled to receive the same $29.75 per share cash price payable in the tender offer. Forms and instructions for obtaining payment of the merger consideration will be distributed shortly. Chase Securities Inc. served as financial advisor to Grupo Mexico and has arranged the financing for the transaction. Brown & Wood LLP and Santamarina y Steta served as legal advisors to Grupo Mexico. Grupo Mexico is a diversified mining company that ranks among the world's largest and lowest-cost copper, zinc and silver producers. The company's operations include mining, smelting and refining. Grupo Mexico also owns 74% of and operates in partnership with Union Pacific (26%), the largest and most profitable railroad in Mexico. Note: 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----