-----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, Q+PTt53Ly31YrSExL9jVBnOoGH+ChY9IbBCFw+b659OrNnO4dDI+HQjeQSvTeLIo FsKZx1B3i2jDuM7YchIkfQ== 0000007649-96-000006.txt : 19960629 0000007649-96-000006.hdr.sgml : 19960629 ACCESSION NUMBER: 0000007649-96-000006 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960627 SROS: NYSE FILER: 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: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-00164 FILM NUMBER: 96586486 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 10-K/A 1 ASARCO Incorporated FORM 10-K/A December 31, 1995 INDEX
Page Number FORM 10-K/A i ITEM 14 ii EXHIBIT INDEX C1-C4 FORM 11-K C22-C35
SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 1995 FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1995 Commission file number 1-164 ASARCO Incorporated ------------------- (Exact name of registrant as specified in its charter) New Jersey 13-4924440 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 180 Maiden Lane, New York, N. Y. 10038 --------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 510-2000 -------------- SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: ----------------------------------------------------------- Name of each exchange on Title of each class which registered - ------------------------------- ------------------------ Common Stock, without par value New York Stock Exchange Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ---- ---- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] As of February 29, 1996, there were of record 42,630,720 shares of Common Stock, without par value, outstanding, and the aggregate market value of the shares of Common Stock (based upon the closing price of Asarco Common Stock on the New York Stock Exchange - Composite Transactions) of ASARCO Incorporated held by nonaffiliates was approximately $1.3 billion. PORTIONS OF THE FOLLOWING DOCUMENTS ARE INCORPORATED BY REFERENCE: - ------------------------------------------------------------------ Part III: Proxy statement in connection with the Annual Meeting to be held on April 24, 1996. Part IV: Exhibit index is on pages C1 through C4. ASARCO Incorporated and Subsidiaries FORM 10-K/A December 31, 1995 The undersigned registrant hereby amends the 1995 Annual Report on Form 10-K as set forth in the pages attached hereto to add the information, financial statements and exhibits required by Form 11-K filed with respect to the Savings Plan of ASARCO Incorporated and Participating Subsidiaries pursuant to Rule 15d-21. The following item has been refiled to reflect such amendments: Item 14. Exhibits, Financial Statements Schedules and Reports on Form 8-K. As the Exhibits are considered a "discrete filing item", the Exhibits and Exhibit Index as amended have been refiled. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned thereunto duly authorized. ASARCO Incorporated By /s/ K. R. Morano ------------ K. R. Morano Vice President and Chief Financial Officer Date: June 26, 1996 i PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K - ------------------------------------------------------------------------- ii ASARCO Incorporated EXHIBIT INDEX
Exhibit Indexed No. Description on Page 3. Certificate of Incorporation and By-Laws (a) Certificate of Incorporation - restated, filed May 4, 1970 (Filed as an Exhibit to the Company's 1980 Annual Report on Form 10-K and incorporated herein by reference) (b) Certificate of Amendment to the Certificate of Incorporation effective April 23, 1975 (Filed as an Exhibit to the Company's 1980 Annual Report on Form 10-K and incorporated herein by reference) (c) Certificate of Amendment of Certificate of Incorporation executed April 14, 1981 (Filed as an Exhibit to the Post-Effective Amendment No. 8 to Registration Statement No. 2-47616, filed April 30, 1981 and incorporated herein by reference) (d) Certificate of Amendment of Restated Certificate of Incorporation filed on May 6, 1985 (Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1985 and incorporated herein by reference) (e) Certificate of Amendment of Certificate of Incorporation filed July 21, 1986 (Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1986 and incorporated herein by reference) (f) Certificate of Amendment of Restated Certificate of Incorporation, as amended filed April 22, 1987 (Filed as an Exhibit to the Company's 1987 Annual Report on Form 10-K and incorporated herein by reference) (g) Statement of Cancellation filed July 31, 1987 whereby 155,000 shares of Series A Cumulative Preferred Stock and 862,500 shares of $9.00 Convertible Exchangeable Preferred Stock were cancelled (Filed as an Exhibit to the Company's 1987 Annual Report on Form 10-K and incorporated herein by reference) (h) Statement of Cancellation filed November 20, 1987 whereby 1,026,900 shares of Series A Cumulative Preferred Stock were cancelled (Filed as an Exhibit to the Company's 1987 Annual Report on Form 10-K and incorporated herein by reference) (i) Statement of Cancellation filed December 18, 1987 whereby 1,250,000 shares of Series B Cumulative Convertible Preferred Stock were cancelled (Filed as an Exhibit to the Company's 1987 Annual Report on Form 10-K and incorporated herein by reference)
C1 ASARCO Incorporated EXHIBIT INDEX
Exhibit Indexed No. Description on Page (j) Statement of Cancellation filed March 3, 1988 whereby 27,000 shares of Series A Cumulative Preferred Stock were cancelled (Filed as an Exhibit to the Company's 1987 Annual Report on Form 10-K and incorporated herein by reference) (k) Certificate of Amendment of Restated Certificate of Incorporation, as amended, filed August 7, 1989 (Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1989 and incorporated herein by reference) (l) By-Laws as last amended on June 26, 1991 (Filed as an Exhibit to the Company's 1991 Annual Report on Form 10-K and incorporated herein by reference.) 4. Instruments defining the rights of security holders, including indentures (a) There are currently various separate indentures, agreements or similar instruments under which long-term debt of Asarco is currently outstanding. The Registrant hereby agrees to furnish to the Commission, upon request, a copy of any of the instruments which define the rights of holders of long-term debt securities. None of the outstanding instruments represent long-term debt securities in excess of 10% of the total assets of Asarco as of December 31, 1995 (b) Form of Rights Agreement dated as of July 26, 1989, between the Company and First Chicago Trust Company of New York, as Rights Agent, defining the rights of shareholders under a July 1989 Shareholders' Rights plan and dividend declaration (Filed as an Exhibit to the Company's report on Form 8-K filed on July 28, 1989 and incorporated herein by reference) (c) Rights Agreement Amendment dated as of September 24, 1992, between the Company and The Bank of New York, as Successor Rights Agent under the Rights Agreement listed above (Filed as an Exhibit to the Company's 1992 Annual Report on Form 10-K and incorporated herein by reference) (d) Second Rights Agreement Amendment dated as of February 23, 1995, between the Company and The Bank of New York (Filed as an Exhibit to the Company's report on Form 8-K filed on February 24, 1995, and incorporated herein by reference) (e) Indenture Agreement dated as of February 1, 1993 between the Company and Bankers Trust Company, as Trustee, covering the issuance of debt securities registered by the Company in April 1992, not to exceed $250 million (Filed as an Exhibit to the Company's 1992 Annual Report on form 10-K and incorporated herein by reference)
C2 ASARCO Incorporated EXHIBIT INDEX
Exhibit Indexed No. Description on Page (f) Indenture agreement dated as of October 1, 1994 between the Company and Chemical Bank, as Trustee covering the issuance of debt securities registered by the Company in October 1994, not to exceed $300 million (Filed as an Exhibit to the Company's registration statement on Form S-3 filed on October 12, 1994, and incorporated herein by reference) 10. Material Contracts (a) Stock Option Plan as last amended on November 30, 1994 (Filed as an Exhibit to the Company's 1994 Annual Report on Form 10-K and incorporated herein by reference) (b) Form of Employment Agreement entered into in 1985, as amended in March and April 1989, among the Company and currently 12 of its executive officers, including Messrs. R. de J. Osborne, F.R. McAllister, K.R. Morano, R.M. Novotny and R.J. Muth (Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1989 and incorporated herein by reference) (c) Deferred Fee Plan for Directors, as amended through January 26, 1994 (Filed as an Exhibit to the Company's 1993 Annual Report on Form 10-K and incorporated herein by reference) (d) Supplemental Pension Plan for Designated Mid-Career Officers, as amended through January 25, 1995 (Filed as an Exhibit to the Company's 1994 Annual Report on Form 10-K and incorporated herein by reference) (e) Retirement Plan for Non-Employee Directors, as amended through January 25, 1995. Effective December 31, 1995, the Company terminated the plan for current and future directors. (Filed as an Exhibit to the Company's 1994 Annual Report on Form 10-K and incorporated herein by reference) (f) Directors' Stock Award Plan, as amended through January 27, 1993 (Filed as an Exhibit to the Company's 1992 Annual Report on Form 10-K and incorporated herein by reference) (g) Stock Incentive Plan adopted by the Company's Shareholders on April 25, 1990, as C9-C16 last amended on November 29, 1995 C9-C16 (h) Director's Deferred Payment Plan, effective October 25, 1995 C17-C21 11. Statement re Computation of Earnings Per Share C4 21. Subsidiaries of the Registrant C5-C8
C3 ASARCO Incorporated EXHIBIT INDEX
Exhibit Indexed No. Description on Page 23. Report of Independent Accountants on Financial Statement Schedules and Consent of Independent Accountants are included on page A66 of this Annual Report on Form 10-K. 99. Report on Form 11-K relating to the Savings Plan for Salaried Employees of ASARCO Incorporated and Participating Subsidiaries. C22-C35
Copies of exhibits may be acquired upon written request to the Treasurer and the payment of processing and mailing costs. C4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM 11-K ------------------ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------ Commission File No. 1-164 ------------------ For the fiscal year ended December 31, 1995 Savings Plan of ASARCO Incorporated and Participating Subsidiaries ASARCO Incorporated 180 Maiden Lane New York, New York 10038 Savings Plan of ASARCO Incorporated and Participating Subsidiaries Financial Statements and Schedules December 31, 1995 and 1994 Savings Plan of ASARCO Incorporated and Participating Subsidiaries INDEX
Page Number Report of Independent Accountants C23 Statement of Net Assets Available for Benefits, with Fund Information at December 31, 1995 C24 Statement of Net Assets Available for Benefits, with Fund Information at December 31, 1994 C25 Statement of Changes in Net Assets Available for Benefits, with Fund Information for the year ended December 31, 1995 C26 Notes to Financial Statements C27-C32 Supplemental Schedules: Form 5500 Item 27a*-Schedule of Assets Held for Investment Purposes at December 31, 1995 C33 Form 5500 Line 27d*-Schedule of Reportable Transactions for the year ended December 31, 1995 C34 Consent of Independent Accountants C35
* Refers to item number in Form 5500 ("Annual Return/Report of Employee Benefit Plan") filed with the Department of Labor for the plan year ended December 31, 1995. C22 REPORT OF INDEPENDENT ACCOUNTANTS ------------- To the Savings Plan Committee of ASARCO Incorporated and Participating Subsidiaries: We have audited the accompanying statements of net assets available for benefits of the Savings Plan of ASARCO Incorporated and Participating Subsidiaries (the "Plan") as of December 31, 1995 and 1994, and the related statement of changes in net assets available for benefits for the year ended December 31, 1995. These financial statements are the responsibility of the Plan administrator. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1995 and 1994 and the changes in net assets available for benefits for the year ended December 31, 1995 in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules, as listed in the index on page C22, are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the accompanying statements of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the statements of net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. COOPERS & LYBRAND L.L.P. New York, New York June 14, 1996 C23 Savings Plan of ASARCO Incorporated and Participating Subsidiaries Statement of Net Assets Available for Benefits, with Fund Information at December 31, 1995 (dollars in thousands)
Non-Prtcpnt Participant Directed Dirctd ------------------------------------------------------------------------------------------- ------ Vanguard Asarco Vanguard Vanguard Vanguard Vanguard Vangrd Vangrd Asarco Index Common Mny Mrkt Fix Inc Vanguard Index U.S. Windsr Bond Common Trust 500 Stock Rsrv Prm Secrts Wellngtn Ext Mrkt Growth II Index Loan Stock ASSETS: Portflio Fund PrtflIo Fund Fund Fund Fund Fund Fund Fund Fund Total -------- ---- -------- ---- ---- ---- ---- ---- ---- ---- ---- ----- Investments, at fair value: ASARCO Common $2,494 $21,838 $24,332 Stock (cost $19,784) Shares of registered investment companies: Vanguard Money Market 15 $19,078 129 19,222 Reserves Prime Portfolio (cost approximates market) Vanguard Index Trust 500 $23,328 23,328 Portfolio (cost $17,258) Vanguard Fixed Income Securities $8,958 8,958 Fund - Short Term U.S. Treasury Portfolio (cost $8,845) Vanguard $8,333 8,333 Wellington Fund (cost $7,086) Vanguard Index Extended $2,093 2,093 Market Fund (cost $1,736) Vanguard U.S. $2,358 2,358 Growth Fund (cost $1,897) Vanguard $6,697 6,697 Windsor II Fund (cost $5,749) Vanguard Bond $382 382 Index Fund (cost $370) Loans to Partcpnts $4,303 4,303 ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ ------ ----- Total 23,328 2,509 19,078 8,958 8,333 2,093 2,358 6,697 382 4,303 21,967 100,006 Investments Contributions Receivable: Participant 145 21 87 58 83 32 29 74 2 531 Company 187 187 Interest 26 26 Receivable Loans Receivable 48 6 28 18 20 6 9 21 (157) 1 ------ ----- ------- ------ ------ ------ ------ ------ ----- ------ ---- ------- TOTAL ASSETS 23,521 2,536 19,193 9,034 8,436 2,131 2,396 6,792 384 4,172 22,155 100,750 ------ ----- ------- ------ ------ ------ ------ ------ ----- ----- ------ ------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $23,521 $2,536 $19,193 $9,034 $8,436 $2,131 $2,396 $6,792 $384 $4,172 $22,155 $100,750 ======= ====== ======= ====== ====== ====== ====== ====== ===== ====== ======= ========
The accompanying notes are an integral part of these financial statements. C24 Savings Plan of ASARCO Incorporated and Participating Subsidiaries Statement of Net Assets Available for Benefits, with Fund Information at December 31, 1994 (dollars in thousands)
Non-Partcpnt Participant Directed Directed --------------------------------------------------------------------------------------------- -------- Vanguard Asarco Vanguard Vanguard Vangrd Vangrd Vangrd Asarco Fixed Index Common Mny Mrkt Fixd Inc Vanguard Ind Ext U.S. Windsor Common Income Trust 500 Stock Rsrv Prm Securts Wellngtn Market Growth II Loan Stock ASSETS: Fund Portfolio Fund Prtfolio Fund Fund Fund Fund Fund Fund Fund Total ---- --------- ---- -------- ---- ---- ---- ---- ---- ---- ---- ----- Investments, at fair value: ASARCO Common $2,499 $18,341 $20,840 Stock (cost $18,522) Guaranteed Annuity $836 836 Contract (at cost plus accrued interest) Shares of registered investment companies: Vanguard Money Market 1,013 11 $16,907 79 18,010 Reserves Prime Portfolio (cost approximates market) Vanguard Index Trust 500 $16,850 16,850 Portfolio (cost $16,006) Vanguard Fixed Income Securities $8,372 8,372 Fund - Short Term U.S. Treasury Portfolio (cost $8,734) Vanguard $5,660 5,660 Wellington Fund (cost $5,870) Vanguard Index $1,264 1,264 Extended Market Fund (cost $1,292) Vanguard U.S. $1,302 1,302 Growth Fund (cost $1,278) Vanguard $3,953 3,953 Windsor II Fund (cost $4,209) Loans to Partcpnts $3,750 3,750 ----- ----- ----- ----- ----- ----- ----- ----- ------ ------ ------ ----- Total 1,849 16,850 2,510 16,907 8,372 5,660 1,264 1,302 3,953 3,750 18,420 80,837 Investments Contributions Receivable: Participant 139 21 84 65 81 28 20 65 503 Company 182 182 Interest 19 19 Receivable Loans Receivable 36 6 22 16 30 6 4 16 (136) ----- ------ ----- ------ ----- ----- ----- ----- ----- ----- ------ ------ TOTAL ASSETS 1,849 17,025 2,537 17,013 8,453 5,771 1,298 1,326 4,034 3,633 18,602 81,541 ----- ------ ----- ------ ----- ----- ----- ----- ----- ----- ------ ------ NET ASSETS AVAILABLE FOR PLAN BENEFITS $1,849 $17,025 $2,537 $17,013 $8,453 $5,771 $1,298 $1,326 $4,034 $3,633 $18,602 $81,541 ====== ======= ====== ======= ====== ====== ====== ====== ====== ====== ======= =======
The accompanying notes are an integral part of these financial statements. C25 Savings Plan of ASARCO Incorporated and Participating Subsidiaries Statement of Changes in Net Assets Available for Benefits, with Fund Information for the year ended December 31, 1995 (dollars in thousands)
Vanguard Asarco Vangrd Vangrd Vanguard Vangrd Vanguard Vanguard Fixed Index Common Mny Mkt Fxd Inc Vanguard Ind Extd U.S. Windsor Bond Income Trst 500 Stock Rsr Prm Secrts Wellngtn Market Growth II Index Loan ADDITIONS: Fund Portflio Fund Portfl Fund Fund Fund Fund Fund Fund Fund Total ---- -------- ---- ------- ---- ---- ---- ---- ---- ---- ---- ----- Investment Income Net Appreciation $5,703 $2,851 $460 $1,580 $417 $502 $1,319 $11 $12,843 (Depreciation) in the Fair Value of Investments Dividends 531 532 $1,052 543 404 59 96 385 11 3,613 Interest $1 $268 269 ---- ----- ----- ----- ----- ----- ----- ---- ----- ----- ----- ------ Total 1 6,234 3,383 1,052 1,003 1,984 476 598 1,704 22 268 16,725 Contributions Participants 1,760 274 1,045 732 1,015 377 315 849 10 6,377 Company 2,261 2,261 Loan Repayments 554 116 324 228 292 77 91 256 2 (1,940) Transfer from 34 50 25 7 31 35 19 30 26 257 other plan Interfund (1,848) (123) (745) 2,152 (531) 17 10 268 448 352 ------- ----- ------ ----- ----- ----- ---- ---- ----- ---- ------ ------ transfers TOTAL (1,847) 8,459 5,339 4,598 1,439 3,339 975 1,291 3,287 386 (1,646) 25,620 ADDITIONS DEDUCTIONS Withdrawals 2 1,278 1,696 1,510 629 559 76 122 338 2 192 6,404 Loans 686 92 845 229 173 62 99 191 (2,377) Other (1) (1) 63 (58) 4 7 ---- ------ ----- ----- ----- ----- ----- ---- ----- ----- ----- ----- TOTAL DEDUCTIONS 2 1,963 1,787 2,418 858 674 142 221 529 2 (2,185) 6,411 ---- ------ ----- ----- ----- ----- ----- ---- ----- ----- ------ ----- Net Increase (1,849) 6,496 3,552 2,180 581 2,665 833 1,070 2,758 384 539 19,209 (Decrease) NET ASSETS AVAILABLE FOR PLAN BENEFITS, BEGINNING OF YEAR 1,849 17,025 21,139 17,013 8,453 5,771 1,298 1,326 4,034 3,633 81,541 ----- ------ ------ ------ ----- ----- ----- ----- ----- ---- ----- ------ NET ASSETS AVAILABLE FOR PLAN BENEFITS, END OF YEAR $0 $23,521 $24,691 $19,193 $9,034 $8,436 $2,131 $2,396 $6,792 $384 $4,172 $100,750 ===== ======= ======= ======= ====== ====== ====== ====== ====== ==== ====== ========
The accompanying notes are an integral part of these financial statements. C26 Savings Plan of ASARCO Incorporated and Participating Subsidiaries Notes to Financial Statements 1. Plan Description The following description of the Savings Plan of Asarco Incorporated and Participating Subsidiaries (the "Plan") provides only general information. Reference should be made to the Plan document for a complete description of the Plan and Plan amendments, including eligibility requirements and vesting provisions. General: Effective January 1, 1980, ASARCO Incorporated (the "Company") established the Savings Plan of ASARCO Incorporated and Participating Subsidiaries (the "Plan"), which has been amended thereafter. Contributions commenced in July 1980. The Plan is a defined contribution plan and is administered by the Savings Plan Committee in accordance with authority delegated by the Fiduciary Committee. The Plan is designed to provide a method of savings by eligible employees for their retirement and other needs, and to enable them to acquire an ownership interest in the Company. Contributions: Each eligible employee wishing to participate in the Plan must elect to authorize pre-tax and/or post-tax contributions by payroll deduction. Contributions are stated in whole percentages of 1% to 12% of the participant's basic earnings, as defined. A participant may elect to increase, decrease or suspend the pre-tax or post-tax contributions on the first day of any calendar quarter. The Internal Revenue Code of 1986 (the "Code"), as amended, limited the maximum amount an employee may contribute on a pre-tax basis to $9,240 in 1995 and 1994. Matching Company Contribution - The Company matches the first 6% of a participant's monthly contribution at the rate of 50%. The matching contribution may be made in either cash or ASARCO Common Stock and in the case of cash, the Plan's trustee, Vanguard Fiduciary Trust Company ("Vanguard"), is required to purchase ASARCO Common Stock. Contributions for the year ended December 31, 1995 consisted of the following: Cash $ 236 Asarco Common Stock 2,260,472 --------------- $2,260,708 =============== The Company is not obligated to make a contribution during any period in which it has no accumulated retained earnings. The Company's contributions are subject to all legal restrictions which may apply, including Sections 401 and 415 of the Code, which limit the annual contributions to an employee's account. Participants are 100% vested upon participation in the plan. Loans: The Plan provides for loans to participants who have participated in the Plan for at least one year, subject to certain limitations. The maximum loan allowed to each participant is limited to the lessor of 50% of the total value of the participant's accounts, or $50,000 reduced by the highest outstanding balance of any other Plan loan to such participant during the prior twelve-month period. C27 Savings Plan of ASARCO Incorporated and Participating Subsidiaries Notes to Financial Statements - Continued A participant's loan is repayable within no more than five years or immediately upon termination of employment. Interest is currently accrued at the prime rate. Loans are secured by a lien on the participant's interest in the Plan. Loan repayments are made through payroll withholdings from the participant's earnings. A participant may pre-pay a loan at any time without penalty. 2. Significant Plan Amendments On June 30, 1995, the Plan was amended effective July 1, 1995 to permit employees to increase, decrease or suspend pre-tax or post-tax contributions as of the first day of any calendar quarter; to include a change in the definition of Basic Earnings to recognize pre-tax contributions made to the Company's Ben-A-Flex program; and to change the definition of Eligible Employee to exclude employees receiving benefits under the Company's Long-Term Disability Plan. On July 27, 1994 the Plan was amended effective July 1, 1994, to change the eligibility waiting period from one year to six months of employment; to accept rollovers from another employer's qualified savings plan; and to charge the cost of the loan administration fees to Plan participants. In addition, on June 1, 1994, the Enthone-OMI, Inc. Retirement Savings Plan was merged into the Company's Plan. On November 23, 1993, the Plan was amended effective January 1, 1994 to comply with the Department of Labor regulations issued under Section 404(c) of ERISA and the Omnibus Budget Reconciliation Act of 1993, which limited annual covered compensation to $150,000. 3. Summary of Significant Accounting Policies Investments Valuation: Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year-end. The carrying value of the Plan's investment in the guaranteed annuity contract is cost plus accrued interest. The Asarco Common Stock Fund is valued at the net asset value as reported by the fund manager. The net fair values of the underlying investments of the Asarco Common Stock Fund are based on quoted market prices. Basis of Accounting: The financial statements of the Plan are prepared under the accrual method of accounting. Investment Transactions and Investment Income: Transactions are accounted for on a trade-date basis. Average cost is the basis used in the determination of gains or losses on sales of securities. Dividend income is recorded at the ex-dividend date. Income from other investments is recorded as earned. Net (depreciation) appreciation in the fair value of the Plan's investments, as shown in the statement of changes in net assets, consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. C28 Savings Plan of ASARCO Incorporated and Participating Subsidiaries Notes to Financial Statements - Continued Contributions: The Company's matching contributions are measured by reference to the participant contributions and are not discretionary. Loans to Participants: Loans to participants are presented in the Statement of Net Assets Available for Plan Benefits as Plan assets. Payment of Benefits: Benefits are recorded when paid. Plan Expenses: The Company pays all administrative expenses of the Plan including trust, recordkeeping, consulting, audit and legal fees, with the exception of loan administration fees which are charged to participants. Taxes, excluding transfer taxes on shares of Asarco Common Stock distributed to participants or their beneficiaries, and investment fees related to Vanguard Funds are paid from the net assets of such funds. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications: Certain 1994 amounts have been reclassified to conform to the 1995 presentation. 4. Investment Funds Vanguard is the investment manager and participant recordkeeper for all investment funds of the Plan. Vanguard is also the trustee of all of the funds with the exception of certain investment contracts held in the Fixed Income Fund, for which Wachovia Bank of North Carolina, N.A. is trustee. Upon enrollment in the Plan throughout 1995, participants directed their elected contributions to be invested in one or more of the following funds in multiples of 5%: o Vanguard Index Trust 500 Portfolio - A fund invested in all of the stocks included in the Standard & Poor's 500 Composite Index (the "Index") in approximately the same proportions as they are represented in the Index. At December 31, 1995 and 1994, the number of Plan participants who held an interest in this fund was 1,272 and 1,269, respectively. o Vanguard Money Market Reserves Prime Portfolio - A fund invested in a portfolio of high quality money market instruments with maturities of one year or less. At December 31, 1995 and 1994, the number of Plan participants who held an interest in this fund was 1,222 and 1,263, respectively. C29 Savings Plan of ASARCO Incorporated and Participating Subsidiaries Notes to Financial Statements - Continued o Vanguard Fixed Income Securities Fund-Short Term U.S. Treasury Portfolio - A fund invested primarily in short-term U.S. Treasury securities with an average maturity of two to three years. At December 31, 1995 and 1994, the number of Plan participants who held an interest in this fund was 680 and 706, respectively. o Vanguard Wellington Fund - A fund invested in bonds and common stocks. the bonds are held for relative stability of income and principal, while the common stocks are held for potential growth of capital and income. At December 31, 1995 and 1994, the number of Plan participants who held an interest in this fund was 827 and 787, respectively. o Vanguard Index Extended Market Fund - A fund which provides investment results that correspond to the aggregate price and yield performance of the Wilshire 4500 Index. The Wilshire 4500 Index consists of over 4,500 U.S. common stocks (primarily medium and small capitalization stocks) that are not included in the Standard & Poor's 500 Composite Stock Price Index. At December 31, 1995 and 1994, the number of Plan participants who held an interest in this fund was 403 and 356, respectively. o Vanguard U.S. Growth Fund - A fund invested primarily in a diversified portfolio of common stocks with above-average growth potential. At December 31, 1995 and 1994, the number of Plan participants who held an interest in this fund was 362 and 286, respectively. o Vanguard Windsor II Fund - A fund invested in common stocks to provide capital appreciation and dividend income. At December 31, 1995 and 1994, the number of Plan participants who held an interest in this fund was 800 and 730, respectively. o Asarco Common Stock Fund - A fund that invests exclusively in ASARCO Incorporated common stock with a small amount invested in the Vanguard Money Market Reserves Prime Portfolio to allow for timely responsiveness to Plan transactions. At December 31, 1995 and 1994, the number of Plan participants who held an interest in this fund was 2,001 and 1,974, respectively. In addition, beginning April 30, 1995, participants could direct their elected contribution to be vested in the following fund in multiples of 5%. o Vanguard Bond Index Fund - A fund that holds a combination of securities which, taken together, are expected to perform similarly to the Total Bond Market Portfolio of the Lehman Brothers Aggregate Bond Index. At December 31, 1995, 33 Plan participants held an interest in this fund. The Plan also maintains the following fund: o Loan Fund - A fund designed to facilitate the recordkeeping and other administrative functions relating to loans made to participants based on their account balances (See Note 1). These loans are recorded as receivables of the Plan. Effective January 1, 1993, the Company chose to discontinue the Fixed Income Fund as an investment option of the Plan. The Fixed Income Fund had invested in fixed income contracts and money market investments. After January 1, 1993, transfers and employee elected contributions were no longer invested in the Fixed Income Fund. By January 3, 1995, all participant balances were transferred from the Fixed Income Fund to other investment options of the Plan, as elected by participants. If no election was made, the participant's balance was transferred to the Vanguard Money Market Reserves Prime Portfolio Fund. At December 31, 1994, 1,236 Plan participants held an interest in this fund. C30 Savings Plan of ASARCO Incorporated and Participating Subsidiaries Notes to Financial Statements - Continued Risks and Uncertainties: The Plan provides for investment options in various mutual funds. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainly related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the statement of net assets available for plan benefits and the statement of changes in the assets available for plan benefits. Participants are advised to read a Vanguard prospectus or the Plan's summary plan description before investing in any fund. Vanguard as recordkeeper maintains individual account records reflecting each participant's net interest in each fund of the Plan in which such participant invests. Participant's net interest in each fund of the Plan is represented by units of participation. The following schedule shows the number of units and the net asset value per unit or per share in each fund:
December 31, 1995 December 31, 1994 ----------------- ----------------- Net Asset Net Asset Number of Value Number of Value Units Per Unit Units Per Unit Fixed Income Fund - - 1,849,115 $ 1.00 Asarco Common Stock Fund* 2,048,210 $11.95 1,965,216 $10.65 Vanguard Index Trust 500 Portfolio* 405,004 $57.60 392,126 $42.97 Vanguard Money Market Reserves Prime Portfolio* 19,078,354 $1.00 16,907,259 $ 1.00 Vanguard Fixed Income Securities Fund - Short Term U.S. Treasury Portfolio* 868,060 $10.32 855,135 $ 9.79 Vanguard Wellington Fund* 341,107 $24.43 291,936 $19.39 Vanguard Windsor II Fund** 324,145 $20.66 249,901 $15.82 Vanguard U.S. Growth Fund 115,866 $20.35 84,911 $15.33 Vanguard Index Extended Market Fund 86,948 $24.07 68,269 $18.52 Vanguard Bond Index Fund 37,632 $10.15 - -
*Represents 5% or more of net assets available for plan benefits. **Represents 5% or more of net assets available for plan benefits at December 31, 1995, only. C31 Savings Plan of ASARCO Incorporated and Participating Subsidiaries Notes to Financial Statements - Continued 5. Net Appreciation (Depreciation) in Fair Value of Plan Investments The net appreciation (depreciation) of the fair value of the Plan's investments is summarized as follows:
December 31, 1995 December 31, 1994 ----------------- ----------------- Vanguard Index Trust 500 Portfolio $5,703,219 $(338,497) ASARCO Common Stock Fund 2,850,974 4,071,756 Vanguard Fixed Income Securities Fund - Short Term U.S. Treasury Portfolio 460,436 (481,169) Vanguard Wellington Fund 1,579,545 (281,220) Vanguard Windsor II Fund 1,318,851 (281,024) Vanguard U.S. Growth Fund 502,178 25,981 Vanguard Index Extended Market Fund 417,047 (57,234) Vanguard Bond Index Fund 10,907 - ----------- ---------- Total $12,843,157 $2,658,593 =========== ==========
6. Tax Status The Plan, as amended through July 27, 1994, has received a favorable determination from the Internal Revenue Service ("IRS") that it is a qualified plan and trust under Section 401(a) of the Code and, thus, exempt from federal income taxes under provisions of Section 501(a) of the Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the code. 7. Termination Priorities Although it has not expressed any intent to do so, the Company reserves the right to amend or discontinue the Plan by action of the Board at any time. In the event of termination or partial termination of the Plan or a complete discontinuance of matching Company contributions under the Plan, each affected participant shall be 100% vested in all amounts credited to their account at the date of such termination, partial termination, or complete discontinuance of matching Company contributions. C32 Savings Plan of ASARCO Incorporated and Participating Subsidiaries Form 5500 Item 27a Schedule of Assets Held for Investment Purposes at December 31, 1995
Cost or Market Identity of Issue or Borrower Book Value Value Vanguard Index Trust 500 Portfolio $17,258,482 $23,328,259 Asarco Common Stock Fund 19,928,002 24,476,111 Vanguard Fixed Income Securities Fund - Short Term U.S. Treasury Portfolio 8,845,200 8,958,387 Vanguard Money Market Reserves Prime Portfolio 19,078,354 19,078,354 Vanguard Wellington Fund 7,085,629 8,333,261 Vanguard Index Extended Market Fund 1,735,760 2,092,851 Vanguard U. S. Growth Fund 1,897,082 2,357,878 Vanguard Windsor II Fund 5,748,918 6,696,850 Vanguard Bond Index Fund 369,722 381,595 Loan Fund Participants' Loans (interest rates range from 8.5% to 9.0%) - 4,302,924 ----------- ------------ TOTAL INVESTMENTS $81,947,149 $100,006,470 =========== ============
C33 Savings Plan of ASARCO Incorporated and Participating Subsidiaries Form 5500 Line 27d Schedule of Reportable Transactions for the year ended December 31, 1995
Number of Number of Purchase Selling Basis of Net Gain Description of Asset Purchases Sales Price Price Asset or (Loss) -------------------- --------- ----- ----- ----- ----- --------- Common Stock of ASARCO Incorporated 122 178 $5,320,783 $4,623,953 $4,004,011 $619,942 Vanguard Index Trust 500 Portfolio 77 179 4,050,518 3,273,766 2,797,087 476,679 Vanguard Money Market Reserves Prime Portfolio 191 192 7,317,956 5,088,189 5,088,189 - Vanguard Fixed Income Securities Fund-Short Term U.S. Treasury Portfolio 129 149 2,814,495 2,688,335 2,703,596 (15,261)
C34 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Prospectuses constituting part of the Registration Statements of ASARCO Incorporated on Form S-3 (File Nos. 33-45631, 33-55993 and 333-02359) and on Form S-8 (File Nos. 2-67732, 2-83782 and 33-34606) of our report dated June 14, 1996 on our audits of the Statements of Net Assets Available for Benefits of the Savings Plan of ASARCO Incorporated and Participating Subsidiaries as of December 31, 1995 and 1994, the Supplemental Schedules as of December 31, 1995 and for the year then ended and the Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 1995, which report is included in this Annual Report on Form 11-K. We also consent to the incorporation by reference of such report in the 1995 Annual Report on Form 10-K of ASARCO Incorporated. COOPERS & LYBRAND L.L.P. New York, New York June 14, 1996 C35 -----END PRIVACY-ENHANCED MESSAGE-----