-----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, EQ7GTICDXdOR2yjIrYx44m9gVwUoxUSrMBnxl1fwEDSx07cg8QmnuR1A+NNYwlwV W68HgdrifAMPlco0ahqSGw== 0000947871-99-000428.txt : 19990927 0000947871-99-000428.hdr.sgml : 19990927 ACCESSION NUMBER: 0000947871-99-000428 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990924 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: 99716968 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 Harper George Sard/Paul Caminiti/ (212) 953-5555 Debbie Miller (212) 687-8080 PHELPS DODGE RECEIVES ANTITRUST CLEARANCE FOR OFFERS TO ACQUIRE ASARCO AND CYPRUS AMAX ----------------------------------------------- PHOENIX, AZ, September 24, 1999 -- Phelps Dodge Corporation (NYSE: PD) announced today that the Antitrust Division of the United States Department of Justice has granted Phelps Dodge early termination of the waiting period under the Hart-Scott-Rodino Act for its offers to acquire Asarco Incorporated (NYSE: AR) and Cyprus Amax Minerals Company (NYSE: CYM). "We are very pleased to have received antitrust clearance, with no divestitures required, on such a timely basis," said Douglas C. Yearley, Chairman and Chief Executive Officer of Phelps Dodge. "If the Boards of Cyprus Amax and Asarco will now cooperate, this removes any remaining uncertainty that Phelps Dodge will be able to complete our offers immediately following our October 13 shareholder meeting." Phelps Dodge is offering to acquire all shares of Asarco for $9.00 in cash and 0.2880 Phelps Dodge shares per Asarco share, and to acquire all shares of Cyprus Amax for $6.89 in cash and 0.2203 Phelps Dodge shares per Cyprus Amax share, on a fully prorated basis. The offers provide approximately 40% premiums to the shareholders of Asarco and Cyprus Amax, based on the unaffected stock prices of all three companies. Phelps Dodge is also 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 -more- Dodge has set a special meeting of its shareholders on October 13, 1999 to approve the issuance of shares in the offers to acquire Asarco and Cyprus Amax. 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. # # # -2- -----END PRIVACY-ENHANCED MESSAGE-----