-----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, DF8jTXSQLwlRMcj/Uo8N9hJeAogWAx6aJfS09mQacUSiLQLWkmWr5n0WczGvNPjd WHYkiNkF49XwlWspHnP8FA== 0000947871-99-000396.txt : 19990906 0000947871-99-000396.hdr.sgml : 19990906 ACCESSION NUMBER: 0000947871-99-000396 CONFORMED SUBMISSION TYPE: PRRN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990903 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: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRRN14A SEC ACT: SEC FILE NUMBER: 001-00164 FILM NUMBER: 99706487 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: PHELPS DODGE CORP CENTRAL INDEX KEY: 0000078066 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY SMELTING & REFINING OF NONFERROUS METALS [3330] IRS NUMBER: 131808503 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRRN14A BUSINESS ADDRESS: STREET 1: 2600 NORTH CENTRAL AVE CITY: PHOENIX STATE: AZ ZIP: 85004 BUSINESS PHONE: 6022348100 MAIL ADDRESS: STREET 1: 2600 NORTH CENTRAL AVENUE CITY: PHOENIX STATE: AZ ZIP: 85004-3089 PRRN14A 1 SCHEDULE 14A 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 [ ] Definitive Additional Materials [X] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12 Asarco Incorporated - -------------------------------------------------------------------------------- (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. [ ] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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 (set forth the amount on which the filing fee is calculated and state how it was determined): -------------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: -------------------------------------------------------------------- 5) Total fee paid: -------------------------------------------------------------------- [ ] Fee paid previously by written 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:_____________________________________________________ Notes: 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/David Reno/Debbie Miller (212) 953-5555 (212) 687-8080 PHELPS DODGE REGISTRATION STATEMENTS FOR ASARCO AND CYPRUS AMAX EXCHANGE OFFERS DECLARED EFFECTIVE BY THE SEC ------------------------------------------------------------------------ PHOENIX, AZ, September 2, 1999 -- Phelps Dodge Corporation (NYSE: PD) announced today that the registration statements for its previously announced exchange offers for all outstanding Asarco Incorporated (NYSE: AR) and Cyprus Amax Minerals Company (NYSE: CYM) common shares have been declared effective by the Securities and Exchange Commission. Accordingly, Phelps Dodge intends to commence both exchange offers tomorrow, Friday, September 3, 1999. Under the terms of the Phelps Dodge exchange offers, Asarco shareholders would receive 0.4098 Phelps Dodge shares for each share of Asarco stock tendered and Cyprus Amax shareholders would receive 0.3135 Phelps Dodge shares for each share of Cyprus Amax stock tendered. The expiration date of the exchange offers will be 12:00 midnight, New York City time, on Friday, October 1, 1999 and may be extended from time to time by Phelps Dodge until the various conditions of the exchange offers have been satisfied or waived. "We are pleased to be able to take our exchange offers directly to Asarco and Cyprus Amax shareholders so quickly," said Douglas C. Yearley, Chairman and CEO of Phelps Dodge. "Under our offers, Asarco and Cyprus Amax shareholders will receive substantial premiums, a $2.00 annual dividend and the significant upside potential of the combined entity." -more- 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. This news release is neither an offer to exchange nor a solicitation of an offer to exchange the common stock of Asarco or Cyprus Amax for common stock of Phelps Dodge. The offers will be made solely by means of Phelps Dodge's Prospectus and the related Letter of Transmittal. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. # # # 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/David Reno/Debbie Miller (212) 953-5555 (212) 687-8080 PHELPS DODGE COMMENCES EXCHANGE OFFERS FOR ASARCO AND CYPRUS AMAX ----------------------------------------------------------------- PHOENIX, AZ, September 3, 1999 -- Phelps Dodge Corporation (NYSE: PD) announced today that it has formally commenced exchange offers for all outstanding Asarco Incorporated (NYSE: AR) and Cyprus Amax Minerals Company (NYSE: CYM) common shares. Phelps Dodge's registration statements for its previously announced exchange offers to acquire Asarco and Cyprus Amax were declared effective by the Securities and Exchange Commission yesterday. Under the terms of the Phelps Dodge exchange offers, Asarco shareholders would receive 0.4098 Phelps Dodge shares for each share of Asarco stock tendered and Cyprus Amax shareholders would receive 0.3135 Phelps Dodge shares for each share of Cyprus Amax stock tendered. The expiration date of the exchange offers will be 12:00 midnight, New York City time, on Friday, October 1, 1999 and may be extended from time to time by Phelps Dodge until the various conditions of the exchange offers have been satisfied or waived. "We are pleased to formally commence our exchange offers for Asarco and Cyprus Amax," said Douglas C. Yearley, Chairman and CEO of Phelps Dodge. "We look forward to a swift completion of these transactions." 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. This news release is neither an offer to exchange nor a solicitation of an offer to exchange the common stock of Asarco or Cyprus Amax for common stock of Phelps Dodge. The offers will be made solely by means of Phelps Dodge's Prospectus and the related Letter of Transmittal. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. # # # Phelps Dodge Corporation Phelps Dodge Corporation These slides 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. Please refer to the Management's Discussion and Analysis section of the company's report on Form 10-K for the year ended December 31, 1998. 2 Phelps Dodge Corporation TODAY'S AGENDA Overview The Time is Now Why Phelps Dodge? Three-way Combination 3 Phelps Dodge Corporation STRATEGIC VISION Challenging industry environment mandates consolidation Truly unique opportunity for regional integration Enhanced scale and scope provides strategic and operational opportunities Combination will create a new U.S.-based global leader (e.g., Exxon, ALCOA, Dow) 4 Phelps Dodge Corporation OVERVIEW 5 Phelps Dodge Corporation SUMMARY HIGHLIGHTS Superior and immediate value Greater upside potential Compelling three-way combination Proven Phelps Dodge track record of delivering shareholder value VOTE AGAINST THE ASARCO/CYPRUS AMAX NO-PREMIUM MERGER 6 Phelps Dodge Corporation August 10: Phelps Dodge approaches Asarco and Cyprus Amax CEOs Asarco and Cyprus Amax refuse to talk August 11: Phelps Dodge sends initial proposals to CEOs August 12: Asarco and Cyprus Amax refuse to talk Phelps Dodge sends initial proposals to Boards August 20: Asarco and Cyprus Amax PUBLICLY reject proposals without negotiating Phelps Dodge publicly announces higher bids August 25: Asarco and Cyprus Amax reject higher Phelps Dodge bids without negotiating by proposing "unreasonable" exchange ratio; revise two-way proposal August 27: Phelps Dodge files exchange offer registration statements and proxy materials against Asarco/Cyprus Amax; commences litigation September 3: Phelps Dodge commences exchange offers 7 Phelps Dodge Corporation PHELPS DODGE'S SUPERIOR OFFERS TERMS: 0.4098 Phelps Dodge shares per Asarco share 0.3135 Phelps Dodge shares per Cyprus Amax share BENEFITS: Approximate 30%* premiums $2.00 annual dividend (4.1X Asarco/Cyprus Amax dividend) Minimum of $200 million cash cost savings (vs. $125 million) $65 million in lower depreciation FINANCIAL IMPACT: Cash flow accretive immediately EPS accretive year 2** Maintains strong balance sheet and good access to capital * Valuations/premiums based on share prices before trading was halted for these stocks on the morning of 8/20/99: $58.69 Phelps Dodge; $18.50 Asarco: $14.25 Cyprus Amax; maintains Asarco/Cyprus Amax Announced exchange ratio of 0.765 ** Based on current portfolio and analysts' estimates of copper prices of $0.80-$0.85 per pound in 2001. 8 Phelps Dodge Corporation PHELPS DODGE'S SUPERIOR OFFERS
PHELPS DODGE OFFERS ASARCO/CYPRUS OFFER Significant premiums No premium - - $600 million down payment on synergies - $5.00 taxable cash distribution - - Sharing of future synergies through significant equity positions $2.00 annual dividend* 20(cent) annual dividend $200 million cash cost savings $125 million cash cost savings Enhanced upside potential due to superior management, extensive project inventory and Another promise after years of proven track record underperformance Financial flexibility to optimize value of non-core assets Fire sale of assets promised within History of creating shareholder value 6 months Shareholder-unfriendly actions *4.1xAsarco/Cyprus Amax dividend on a - "No talk" clause share equivalent basis - management entrenchment - excessive break up fees
9 Phelps Dodge Corporation PHELPS DODGE IS OFFERING AN ATTRACTIVE PREMIUM
3/8/1998 Alumax/ALCOA Aluminum 39% 8/4/1999 Union Carbid/Dow Chemical Chemicals 38% 4/1/1999 Atlantic Richfield/BP Amoco Oil/Gas 26% 1/25/1998 Norcen Energy/ Energy 26% Union Pacific Resources 8/16/1999 Poco Petroleums/ Oil/Gas 25% Burlington Resources 8/11/1999 Reynolds/ALCOA Aluminum 24$ 8/ll/1998 Amoco/British Petroleum Oil/Gas 23% 12/1/1998 Mobil/Exxon Oil/Gas 23%
* Premiums based on share prices before trading was halted for these stocks on the morning of 8/20/99: $58.69 Phelps Dodge; $18.50 Asarco: $14.25 Cyprus Amax; maintains Asarco/Cyprus Amax Announced exchange ratio of 0.765. Sourse: Morgan Stanley Dean Witter 10 Phelps Dodge Corporation FAST TRACK TO COMPLETION Phelps Dodge exchange offers - - Offers commenced September 3 - - Offers can close as early as mid-October Antitrust clearance for three-way combination - - Confident of ability to obtain regulatory approval Phelps Dodge shareholder vote - - Vote scheduled for October 13 Asarco/Cyprus Amax shareholder votes - September 30 - - Need both affirmative votes for Asarco/Cyprus Amax merger to proceed - - Asarco requires majority of voting shares - - Cyprus Amax requires majority of outstanding shares 11 Phelps Dodge Corporation THE TIME IS NOW 12 Phelps Dodge Corporation THE TIME IS NOW - - Industry need for consolidation, improved productivity and cost efficiencies - - Integrate once, not twice; capture synergies and transfer value to shareholders now - - Phelps Dodge's proven ability to optimize operations and achieve cost savings Phelps Dodge will withdraw offers if AR/CYM shareholders approve two-way merger at September 30 vote 13 Phelps Dodge Corporation SHAREHOLDER VALUE? Asarco and Cyprus Amax Merger Agreement HAs Extremely Onerous Provisions Unusual "no talk" clause Management entrenchment - - Guaranteed positions for four senior executives through - - 2002 annual meeting - - 75% of Board vote required for change in roles; 25% of Board seats held by management Unreasonable break-up fees 90-day takeover "relaxation" disingenuous - - No ability to replace Board - - Current change-of control arrangements remain in effect - - Shareholder mechanism to redeem pill - - unnecessarily cumbersome Boards could easily authorize discussions to achieve highest shareholder value 14 Phelps Dodge Corporation WHY PHELPS DODGE ? 15 Phelps Dodge Corporation WHY PHELPS DODGE? Superior value Proven track record - - Superior shareholder returns - - Superior ability to deploy capital Shareholder-oriented management Operating excellence and financial strength - - Industry pacesetter and technological leader - - Highly attractive portfolio of growth opportunities Bright future for continued value creation 16 Phelps Dodge Corporation SUPERIOR SHAREHOLDER RETURNS Last 15 years [GRAPHICAL DISPLAY OMITTED] This graph displays the total return on common stock of Phelps Dodge (1024%), Cyprus Amax (102%) and Asarco (25%) over the past 15 years using a base date of August 10,1994. Source: Morgan Stanley Dean Witter Note: Cyprus Amax returns measured from 5/85 IPO. 17 Phelps Dodge Corporation TOTAL RETURNS COMPARISON Through August 11, 1999 1 3 5 10 15 Years Years Years Years Years ----- ----- ----- ----- ----- Phelps Dodge 22% 13% 20% 161% 1024% Asarco (7) (16) (27) (20) 25 Cyprus Amax 26 (22) (40) (26) 102 S&P 500 23% 107% 213% 369% 687%** S&P Metals 36 (22) (16) 25* 124** Source: Morgan Stanley Dean Witter Note: Dividends reinvested *S&P 500 and S&P Metals are from 1/1/90 ** Without dividend reinvestment 18 Phelps Dodge Corporation SUPERIOR CAPITAL RETURNS Phelps Dodge has demonstrated a superior ability to deploy capital Every property must earn in excess of its cost of capital over the copper cycle Strong management and operating leadership - - Not afraid to make the tough decisions 19 Phelps Dodge Corporation PHELPS DODGE RETURNS SUBSTANTIALLY IN EXCESS OF ITS COST OF CAPITAL [GRAPHICAL DESIGN OMITTED] 5-year return on equity history(1) 1994 1995 1996 1997 1998 ---- ---- ---- ---- ---- Phelps Dodge 17% 30% 17% 16% 3% Cyprus Amax 8 18 7 11 1 Asarco 2 13 5 5 (7) Average COMEX copper price per pound $1.07 $1.35 $1.06 $1.04 $0.75 PD 5-year avg: 17 % CYM 5-year avg: 9 % AR 5-year avg: 4% Note: (1) ROE is defined as net income (excluding non-recurring gains/losses)devided by average shareholders' equity. 20 Phelps Dodge Corporation SUPERIOR VALUE CREATION Total Growth (1989-1998) [Graphic material omitted] Book Value/Share (%) Phelps Dodge +129.2% Cyprus Amax +11.2% Asarco (16.9%) Source: Factset 21 Phelps Dodge Corporation SHAREHOLDER ORIENTED MANAGEMENT Track record of increasing dividend per share History of share buybacks - - 14.4 million shares since end of 1994; - - 20% of outstanding Manage for cash Active management of asset portfolio 22 Phelps Dodge Corporation SUPERIOR DIVIDEND HISTORY [Graphic material omitted] This graph explains the 10-year dividend history of Phelps Dodge, Cyprus Amax and Asarco. The extraordinary dividends are not included. Source: (1) Factset 23 Phelps Dodge Corporation OPERATING EXCELLENCE Growth in Copper Production [Graphic material omitted] This graph explains how copper production of Phelps Dodge, Asarco, and Cyprus Amax has grown from the beginning of 1993 to 1998. Phelp Dodge CAGR is 9.8%, Asarco CAGR is 3.9 % and Cyprus Amax CAGR is 8.9 %. 24 Phelps Dodge Corporation OPERATING EXCELLENCE Technology Pacesetter [Graphic material omitted] Large scale SX/EW "Expert" control systems Computerized haul truck dispatch Concentrator adaptive control GPS ore control Mine for leach Leach recovery optimization Haul truck tire technology Concentrate grade enhancement 25 Phelps Dodge Corporation OPERATING EXCELLENCE: COMMITMENT TO ENHANCE COST EFFICIENCIES Morenci Mine to convert all copper production to SX/EW Most capital efficient alternative Conversion will reduce unit costs - - Cash production cost reduction of $0.09 per pound - - Full cost reduction of $0.07 per pound - - $220 million conversion complete by first quarter 2001 Leverages SX/EW core competency - - Eliminates process steps of concentrating, smelting and refining - - Phelps Dodge is the recognized leader in this technology Strengthens Morenci's position within Phelps Dodge portfolio - - Enhances flexibility; both mills on standby status 26 Phelps Dodge Corporation PORTFOLIO OF GROWTH OPPORTUNITIES 1998 Reserve and Mineralized Material (Lbs in billions) Est. Recoverable % Attributable Copper Ownership Recoverable Ore Reserves Morenci 10.1 85% 8.6 Candelaria 7.0 80% 5.6 Chino 5.2 67% 3.5 Tyrone 1.8 100% 1.8 Safford 5.7 100% 5.7 Other - Ajo/Cobre/Ojos 3.7 100% 3.7 TOTAL 33.5 28.9 Mineralized Material Morenci: Western Copper 6.0 85% 5.1 Garfield 3.4 85% 2.9 American Mountain 0.4 85% 0.4 Safford. Lone Star 7.2 100% 7.2 Sanchez 0.8 100% 0.8 Other - Cochise/Cu Basin/PV 2.5 varies 2.2 SPCC 20.6 14% 2.8 TOTAL 40.9 21.4 TOTAL 27 Phelps Dodge Corporation FINANCIAL STRENGTH AFTER COMBINATION Strong cash flow generation Strong, liquid balance sheet Debt to capital ratio of 40%* - - Target reduction to near 30% within 3 years - - Ratios could be reduced further with non-core asset sales Cost-competitive throughout the business cycle Poised to prosper tin better copper pricing environment *Before asset sales 28 Phelps Dodge Corporation SUPERIOR CREDIT PROFILE LTM ended 6/30/99 Phelps Dodge Asarco/ Phelps Dodge Cyprus Amax Asarco/ Cyprus Amax Net Debt/Book Cap. 27.5% 33.3% 22.3% Net Debt/Market Cap. 21.5% 44.4% 22.9% EBIT/Gross Interest Expense 1.3X 1.8X 2.2X EBITDA/Gross Interest Expense 4.2X 4.5X 5.5X Note: Assumes debt reduction of $1B from Cyprus Amax coal sale and $850 MM from sale of non-core assets. Source: Morgan Stanley Dean Witter 29 Phelps Dodge Corporation THREE WAY COMBINATION 30 Phelps Dodge Corporation THREE IS BETTER THAN TWO Greater cash synergies Unique opportunity to create a large, resource-rich portfolio of lower-cost global copper assets Opportunity for value-based portfolio management - - Phelps Dodge has history of smart capital allocation Increased ability to compete for world-class projects Enhanced flexibility to excel across business cycles 31 Phelps Dodge Corporation PHELPS DODGE'S PLAN TO INTEGRATE ASARCO AND CYPRUS AMAX Integrate worldwide operations - - Administrative functions in United States - - Administrative functions in Chile and Peru - - Mining operations in southwestern United States - - Worldwide exploration and development activities Reduce operating expenses Realize additional efficiencies in exploration In addition, opportunities to reduce capital expenditures Achieve $200 million in annual cash cost savings 32 Phelps Dodge Corporation SUPERIOR COST SAVINGS (in$ Millions) Phelps Dodge's Two-Way Merger's Estimated Annual Estimated Annual Savings Savings Cash Cost Savings $200 $125 Lower Depreciation $65 $75 Total Savings $265 $200 Note: All estimates are based on public information and Phelps Dodge experience 33 Phelps Dodge Corporation SUMMARY OF CASH COST SAVINGS (In $ Millions) SG&A Expense $85 Exploration 55 --- Operating Synergies Reduce Supply Costs....................................... 28 Reduce Electric Power Costs............................... 12 Optimize Copper Refining Operations....................... 7 Optimize Mill/Lease Mix................................... 7 Integrate Arizona Management and Support Services...................................... 6 -- Total Operating Synergies 60 ---- Total Cash Cost Savings $200 Note: All estimates are based on public information and Phelps Dodge experience 34 Phelps Dodge Corporation RESOURCE-RICH, COST-COMPETITIVE Current production levels = 3.8 billion pounds Target CASH production cost = less than $0.50 per pound Target FULL product cost = less than $0.60 per pound Core portfolio of world-class copper mines represents more than 50% of current annual production - - Morenci, SPCC, El Abra, Cerro Verde, Candelaria - - 2.0 billion pounds at average cash cost of less than 0.50 per pound 35 Phelps Dodge Corporation BENEFICIAL COPPER PRODUCTION/ CASH COST PROFILE [Graphic material omitted] This graph displays copper production compared to cash cost of El Abra, Cerro Verde, Candelaria, SPCC, Morenci, Chino Tyrone, Bagdad, Miami, Sierita, Mission and Ray. The target level is 50 cents/pound. Source: Brook Hunt; Modified 1999 EST 36 Phelps Dodge Corporation CONCLUSION Superior and immediate value Greater upside potential Compelling three-way combination Proven Phelps Dodge track record of delivering shareholder value Vote against the Asarco/Cyprus Amax no-premium merger 37 Phelps Dodge Corporation PHELPS DODGE CORPORATION 38 -----END PRIVACY-ENHANCED MESSAGE-----