-----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, A+3enwpOE8//TYgneH3zNS9IiGPtLBhMrBoFcpih1pr0CJLy7VuiKnuIeQ+Uhm2V PA4XnFkqETqA8ZB615UEoQ== 0000947871-99-000438.txt : 20030213 0000947871-99-000438.hdr.sgml : 20030213 19990928165852 ACCESSION NUMBER: 0000947871-99-000438 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990928 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: 1934 Act SEC FILE NUMBER: 005-31638 FILM NUMBER: 99718985 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: SC 14D1/A 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 SC 14D1 1 AMENDMENT NO. 3 TO SCHEDULE 14D-1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 ----------------------- (AMENDMENT NO. 3) Asarco Incorporated (Name of Subject Company) AAV Corporation and Phelps Dodge Corporation (Bidders) ------------------------ Common Stock, no par value (Including the associated preferred share purchase rights) (Title of Classes of Securities) ----------------------- 04341310 (Common Stock) (CUSIP Number of Class of Securities) ----------------------- S. David Colton, Esq. Vice President and General Counsel Phelps Dodge Corporation 2600 North Central Avenue Phoenix, Arizona 85004-3014 (602) 234-8100 ----------------------- Copies to: Michael W. Blair, Esq. Stephen R. Volk, Esq. Debevoise & Plimpton David W. Heleniak, Esq. 875 Third Avenue Shearman & Sterling New York, NY 10022 599 Lexington Avenue (212) 909-6000 New York, New York 10022 Telephone: (212) 848-4000 ================================================================================ Phelps Dodge Corporation, a New York corporation ("Phelps Dodge"), and its wholly owned subsidiary, AAV Corporation, a Delaware corporation ("Purchaser"), hereby amend and supplement their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") filed with the Securities and Exchange Commission (the "Commission") on September 3, 1999, as amended on September 22 and September 27, 1999, with respect to the Purchaser's exchange offer to acquire all outstanding shares of common stock, no par value per share, (including the associated preferred share purchase rights, the "Asarco Shares") of Asarco Incorporated, a New Jersey corporation, ("Asarco"). Item 3 is hereby amended and supplemented by adding the following: Item 3. Past Contacts, Transactions or Negotiations with the Subject Company. (b) On Monday, September 27, 1999, Douglas C. Yearley, Chairman and Chief Executive Officer of Phelps Dodge and J. Steven Wisler, President and Chief Operating Officer of Phelps Dodge sent a letter to Francis R. McAllister, Chairman and Chief Executive Officer of Asarco and members of the board of directors of Asarco. A copy of the letter to Mr. McAllister and the board of directors of Asarco is attached hereto as Exhibit (f)(5) and is incorporated herein by reference. Item 11 is hereby amended and supplemented by adding the following Exhibit: Item 11. Material to be filed as Exhibits. (f)(4) Letter from Phelps Dodge Corporation to Francis R. McAllister, Chairman and Chief Executive Officer of Asarco, and the board of directors of Asarco, dated September 27, 1999. After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 28, 1999 Phelps Dodge Corporation By /s/ Ramiro G. Peru ---------------------------------------- Name: Ramiro G. Peru Title: Chief Financial Officer and Senior Vice President After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 28, 1999 AAV Corporation By /s/ Ramiro G. Peru ---------------------------------------- Name: Ramiro G. Peru Title: Director, Vice President and Treasurer [LETTERHEAD OF PHELPS DODGE CORPORATION] Exhibit (f)(5) September 27, 1999 Mr. Francis R. McAllister Chairman and Chief Executive Officer Board of Directors c/o Francis R. McAllister ASARCO Incorporated 180 Maiden Lane New York, NY 10038 Dear Frank and Members of the Board: In light of the ruling of the Chancery Court in Delaware regarding the exercise of your fiduciary duties (a copy of the transcript is enclosed) and the disclosure by Grupo Mexico in its Schedule 14D-1 (a copy of the relevant portion also enclosed) that their all cash bid was a direct response to your specific price guidance, we believe you are required to treat us fairly in the auction process in which you are now engaged. We remain determined to acquire ASARCO and are prepared to meet with you to discuss a revised proposal superior to those you are now considering. We expect that in those discussions you will share with us any information shared with any other bidder, including identical guidance as to price or any other terms. As you know, we have responded fully and favorably to each of your contract requests previously. We look forward to meeting with you at your earliest convenience. Very truly yours, /s/ Douglas C. Yearley /s/ J. Steven Whisler ---------------------- ----------------------- Douglas C. Yearley J. Steven Whisler Chairman and President and Chief Executive Officer Chief Operating Officer -----END PRIVACY-ENHANCED MESSAGE-----