UNITED
STATES
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 (Date of earliest event reported): January 30,
2007
FREEPORT-McMoRan
COPPER & GOLD INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-9916
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74-2480931
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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1615
Poydras Street
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New
Orleans, Louisiana
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70112
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (504) 582-4000
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[X]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e)
On
January 30, 2007, the Corporate Personnel Committee of Freeport-McMoRan Copper
& Gold Inc. (FCX) authorized the Restatement of the FCX Supplemental
Executive Retirement Plan (the "Plan"), the purpose of which was to bring the
Plan into compliance with section 409A of the Internal Revenue Code and to
clarify certain provisions of the Plan (see Exhibit 10.1).
Item
5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a)
On
January 30, 2007, the Board of Directors of Freeport-McMoRan Copper & Gold
Inc. (FCX) approved amendments to Articles XVIII and XIX of FCX’s By-Laws to
provide for the issuance of and registration of transfers of uncertificated
shares, which will permit FCX to participate in the “Direct Registration System”
for publicly traded securities operated by The Depository Trust Company (see
Exhibit 3.3).
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits.
The
Exhibits included as part of this Current Report are listed in the attached
Exhibit Index.
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 hereunto
duly authorized.
FREEPORT-McMoRan
COPPER & GOLD INC.
By:
/s/
C. Donald Whitmire, Jr.
----------------------------------------
C.
Donald
Whitmire, Jr.
Vice
President and Controller -
Financial
Reporting
(authorized
signatory and
Principal
Accounting Officer)
Date:
February 5, 2007
Freeport-McMoRan
Copper & Gold Inc.
Exhibit
Index
Exhibit
Number
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FCX
Amended and Restated By-Laws, as amended through January 30,
2007.
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Restatement
of the FCX Supplemental Executive Retirement
Plan.
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