-----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, EoMgvgT11TLQpAHE/TnIP25RbToUYMVnA6HbPnyp1kDtWTVLfHX6m4JVogl4U5gP IjJdTs/Yj8WMjiSxBY5bTQ== 0000947871-99-000407.txt : 19990913 0000947871-99-000407.hdr.sgml : 19990913 ACCESSION NUMBER: 0000947871-99-000407 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990910 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CYPRUS AMAX MINERALS CO CENTRAL INDEX KEY: 0000769589 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 362684040 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: SEC FILE NUMBER: 001-10040 FILM NUMBER: 99709951 BUSINESS ADDRESS: STREET 1: 9100 E MINERAL CIRCLE CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3036435000 MAIL ADDRESS: STREET 1: 9100 EAST MINERAL CIRCLE CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: CYPRUS MINERALS CO DATE OF NAME CHANGE: 19920703 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: DFAN14A 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 DFAN14A 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 [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12 Cyprus Amax Minerals Company - -------------------------------------------------------------------------------- (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 George Sard/David Reno/Debbie Miller Harper (212) 687-8080 (212) 953-5555 PHELPS DODGE FILES HART-SCOTT-RODINO MATERIALS FOR PROPOSED ACQUISITIONS OF ASARCO AND CYPRUS AMAX ----------------------------------------------- PHOENIX, AZ, September 10, 1999 -- Phelps Dodge Corporation (NYSE: PD) announced today that it has filed its premerger notifications with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Hart-Scott-Rodino Act for its proposed acquisitions of Asarco Incorporated (NYSE: AR) and Cyprus Amax Minerals Company (NYSE: CYM). The applicable 30-day waiting periods will expire, if not terminated earlier or extended, on October 10, 1999. On September 3, 1999, Phelps Dodge commenced exchange offers for all outstanding Asarco and Cyprus Amax common shares. 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. In addition, Phelps Dodge is soliciting proxies from Asarco and Cyprus Amax stockholders to vote against the proposed two-way merger of Asarco and Cyprus Amax. Asarco and Cyprus Amax have set shareholder meetings for September 30, 1999 to vote on their proposed merger. Phelps Dodge has also set a special meeting of its shareholders on October 13, 1999 to approve the issuance of shares contemplated under the Company's premium offers to acquire Asarco and Cyprus Amax. -more- "We are pleased to have taken one more concrete step toward being in a position to close our exchange offers for Asarco and Cyprus Amax immediately following our October 13 shareholder meeting, if the Boards of Asarco and Cyprus Amax will cooperate," said Douglas C. Yearley, Chairman and Chief Executive Officer of Phelps Dodge. 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----