-----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, U7oTCRKBqnu+Os+jGAbi8j+IOt23/AcVZ4cxcozayVruPu6Mxrjb7O+5yIZyFOpe ya1YEIo/LdzVWjTYuVcl1A== 0000947871-99-000458.txt : 19991018 0000947871-99-000458.hdr.sgml : 19991018 ACCESSION NUMBER: 0000947871-99-000458 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991013 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991013 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-00082 FILM NUMBER: 99727579 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 8-K 1 CURRENT REPORT ON FORM 8-K - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 13, 1999 (Date of earliest event reported) Phelps Dodge Corporation (Exact name of registrant as specified in its charter) New York 1-82 13-1808503 (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification No.) 2600 North Central Avenue, Phoenix, AZ 85004-3089 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (602) 234-8100 ---------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Item 5. Other Events. The information set forth in the press release issued by Phelps Dodge Corporation on October 13, 1999, attached hereto as Exhibit 99.1 is incorporated by reference herein. Item 7. Financial Statements and Exhibits. (c) Exhibits 99.1 Press release of Phelps Dodge Corporation, dated October 13, 1999 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized. PHELPS DODGE CORPORATION (Registrant) By: /s/ Ramiro G. Peru ------------------------------- Name: Ramiro G. Peru Title: Senior Vice President and Chief Financial Officer Date: October 13, 1999 EXHIBIT INDEX Exhibit Number Exhibits - ------- -------- 99.1 Press release of Phelps Dodge Corporation, dated October 13, 1999 EX-99.1 2 PRESS RELEASE 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/ (212) 953-5555 Paul Caminiti (212) 687-8080 PHELPS DODGE SAYS SHAREHOLDERS APPROVE ISSUANCE OF SHARES FOR CYPRUS AMAX AND ASARCO ACQUISITIONS EXPECTS TO COMPLETE CYPRUS AMAX EXCHANGE OFFER NEXT WEEK; WILL NOT INCREASE OFFER FOR ASARCO ------------------------------------------------------------------------ PHOENIX, AZ, October 13, 1999 - Phelps Dodge Corporation (NYSE: PD) announced today that its shareholders, at a special meeting held in Phoenix this morning, overwhelmingly approved the issuance of new Phelps Dodge shares for the exchange offers to acquire Cyprus Amax Minerals Company (NYSE: CYM) and Asarco Incorporated (NYSE: AR). Douglas C. Yearley, Chairman and Chief Executive Officer of Phelps Dodge, said, "Now that Phelps Dodge shareholders have approved issuing the necessary shares, we look forward to completing the Cyprus Amax exchange offer next week and quickly beginning to realize the benefits of this compelling combination." Yearley added, "As we have previously stated, we will not raise our offer for Asarco, but we will keep our existing exchange offer for Asarco open and protect our rights under the Asarco merger agreement. We believe our 50%-stock offer is likely to be superior to Grupo Mexico's all-cash offer, especially for those Asarco shareholders who are either tax-sensitive or want to stay invested in copper at this stage of the cycle." Cyprus Amax shareholders will receive $7.61 in cash and 0.2203 Phelps Dodge shares per Cyprus Amax share on a fully prorated basis. Phelps Dodge's exchange offer for Cyprus Amax will expire at midnight on October 15, 1999. Completion of the exchange offer is subject to a majority of Cyprus Amax's shares being tendered and not withdrawn and customary closing conditions. Under the terms of the Asarco merger agreement, Asarco shareholders would receive $14.75 in cash and 0.2513 Phelps Dodge shares per Asarco share on a fully prorated basis. Phelps Dodge's exchange offer for Asarco will expire at midnight on October 25, 1999. Completion of the exchange offer is subject to at least 80% of Asarco's shares being tendered and not withdrawn and customary closing conditions. 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. THIS PRESS RELEASE IS NEITHER A REQUEST FOR THE TENDER OF SHARES OF ASARCO OR CYPRUS AMAX COMMON STOCK NOR AN OFFER WITH RESPECT THERETO. THE PHELPS DODGE OFFER WILL BE MADE ONLY BY MEANS OF A FINAL PROSPECTUS AND THE RELATED LETTER OF TRANSMITTAL. A REGISTRATION STATEMENT RELATING TO PHELPS DODGE COMMON STOCK HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BECOME EFFECTIVE. THE PHELPS DODGE COMMON STOCK MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PRESS RELEASE 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-----