-----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, JKdmklpYgoXrKDWii9rLU18KKHmTVbG85iHFDEROrREjmyEOnLxRiLnHX4PtEkOE +rvV7o77cX11OdcXQE75eA== 0000947871-99-000413.txt : 19990922 0000947871-99-000413.hdr.sgml : 19990922 ACCESSION NUMBER: 0000947871-99-000413 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990921 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: 99714766 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: September 21, 1999 ASARCO and Cyprus Amax Shareholders: WHAT ARE THE FACTS ABOUT COST SAVINGS? Why should you believe ASARCO and Cyprus Amax when they keep changing their cost savings estimates to convince you to vote for their no-premium merger? [Graphical Design Omitted The graph displays the changing ASARCO/Cyprus Amax cash cost savings estimates from April 2 to September 16, 1999. According to the graph, the announced cost savings vary from $0 to $250,000,000. - - "[ASARCO CEO] noted that... rationalization through mergers of operations would yield minimal benefits. The Mining Journal, 4/2/99 - - Cyprus Amax Minerals...will see savings of about $150 million a year from cost-cutting and productivity improvements. Cyprus Amax Chairman, Bloomberg, 5/6/99 - - "We expect cash savings of $100 million by 2001. ASARCO CEO, on the ASARCO/Cyprus Amax merger, American Metal Market, 7/19/99 - - "the estimate of annual expense reductions...[includes] $50 million in reduced administrative and overhead costs, $50 million from lower costs of purchased materials and services, $25 million in other costs... ASARCO/Cyprus Amax press release, 8/20/99 - - Phelps Dodge offers become public [8/20/99] - - Cash cost savings = $200 million. ASARCO/Cyprus Amax Investor Presentation, September 1999 - - ASARCO and Cyprus...have targeted an extra $50 million...in cash savings. Reuters, 9/16/99] We wouldn't be surprised if ASARCO and Cyprus Amax change their cash cost savings estimates AGAIN before your shareholder vote on September 30. Or keep trying to confuse you with a barrage of capacity and production statistics. Why not just compare the value of the two proposals? They are offering you a no-premium merger. Phelps Dodge is offering you significant premiums, a $2.00 annual cash dividend and substantial upside potential. TELL THEM THAT YOU WANT PHELP DODGE'S SUPERIOR OFFER. VOTE NO ON THE BLUE ASARCO AND GOLD CYPRUS AMAX PROXY CARDS. - -------------------------------------------------------------------------------- Only your most recent vote counts -- so it's not too late to vote AGAINST the ASARCO/Cyprus Amax NO-premium merger. If you need help voting your shares, please call INNISFREE M&A INCORPORATED toll free at 877-750-5838. - -------------------------------------------------------------------------------- Phelps Dodge Corporation Logo This advertisement 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 advertisement 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. -----END PRIVACY-ENHANCED MESSAGE-----