-----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, GLEfrs89sRCIHbCiUS09Ltg1JABc2VMZNwwHVwyMTb+HZddNmDRoDK/0+CTcuD9T c7ASvauKPnk9jjgJmWdHHA== 0000947871-99-000448.txt : 19991018 0000947871-99-000448.hdr.sgml : 19991018 ACCESSION NUMBER: 0000947871-99-000448 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991005 GROUP MEMBERS: AAV CORPORATION GROUP MEMBERS: PHELPS DODGE CORP 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: SEC FILE NUMBER: 005-31638 FILM NUMBER: 99723410 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/A 1 AMENDMENT NO. 4 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. 4) 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, with respect to the Purchaser's exchange offer (the "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 10 is hereby amended and supplemented by the following: On October 5, 1999, Phelps Dodge issued a press release announcing the extension of the Offer to 12:00 midnight, New York City time, on Wednesday, October 13, 1999. Phelps Dodge also announced that it had been informed by Chasemellon Shareholder Services, the exchange agent for the Offer, that as of 1:00 p.m. on Tuesday, October 5, 1999 approximately 1,655,915 shares of Asarco stock had been tendered. The number of shares tendered include 25,400 shares tendered pursuant to Notices of Guaranteed Delivery. A copy of the press release issued by Phelps Dodge on October 5, 1999 is filed herewith as Exhibit (a)(14) 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. (a)(14) Press release issued by Phelps Dodge dated as of October 5, 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. October 5, 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. October 5, 1999 AAV Corporation By /s/ Ramiro G. Peru --------------------------------------------- Name: Ramiro G. Peru Title: Director, Vice President and Treasurer EXHIBIT (a)(14) 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/Paul Caminiti (212) 953-5555 (212) 687-8080 PHELPS DODGE EXTENDS ASARCO OFFER --------------------------------- PHOENIX, AZ, October 5, 1999 - Phelps Dodge Corporation (NYSE: PD) today announced that its exchange offer, through a wholly owned subsidiary, for all outstanding shares of Asarco Incorporated (NYSE:AR) has been extended to 12:00 midnight, New York City time, on Wednesday, October 13, 1999. The offer had previously been scheduled to expire at 12:00 midnight, New York City time, on Tuesday, October 5, 1999. Phelps Dodge also announced that it had been informed by Chasemellon Shareholder Services, the exchange agent for the offer, that as of 1:00 p.m. on Tuesday, October 5, 1999 approximately 1,655,915 shares of Asarco stock had been tendered. The number of shares tendered include 25,400 shares tendered pursuant to Notices of Guaranteed Delivery. 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. Additional information can be found at www.phelpsdodge.com. -----END PRIVACY-ENHANCED MESSAGE-----