Exhibit 5
[LETTERHEAD OF ASARCO INCORPORATED]
October 15, 1999
Xxxxxxx X. Xxxxxxx
Xxxxxx Dodge Corporation
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Re: Xxxxxx Dodge/ASARCO Merger Agreement
Dear Xxxx:
Reference is made to the Agreement and Plan of Merger, dated as
of October 5, 1999 (the "Merger Agreement") among Xxxxxx Dodge Corporation
("Xxxxxx Dodge"), AAV Corporation and ASARCO Incorporated ("ASARCO").
Pursuant to Section 5.9(b) of the Merger Agreement, you are
hereby advised that the Board of Directors of ASARCO met on October 15,
1999 to consider the revised proposal from Grupo Mexico, the terms and
conditions of which are set forth in the attached letter and accompanying
proposed form of merger agreement. At the meeting the ASARCO Board of
Directors considered, together with advice from its financial and legal
advisors, (i) the terms of Grupo Mexico's revised proposal, (ii) ASARCO's
rights and obligations under the Merger Agreement and (iii) its fiduciary
duties to stockholders of ASARCO under applicable law. In accordance with
the terms of the Merger Agreement, the Board of Directors determined in
good faith, after consultation with its legal and financial advisors, that,
unless circumstances change, it was necessary in order to comply with its
fiduciary duties under applicable law to terminate the Merger Agreement.
Accordingly, you are hereby advised that ASARCO is prepared to
accept the revised Grupo Mexico proposal and that ASARCO intends to
terminate the Merger Agreement, in accordance with its terms, at or after
9:00 A.M. on Saturday, October 23, 1999.
Sincerely,
/s/ Xxxxxxx X. XxXxxxxxxx
Xxxxxxx X. XxXxxxxxxx
cc: Xxxxx X. Xxxxxxxx
Xxxxxxxx & Xxxxxxxx
Xxxxxxx X. Xxxxx
Xxxxxxxxx & Xxxxxxxx
