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): March 1, 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:
[
ü]
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ü
] 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
8.01. Other
Events.
Freeport-McMoRan
Copper & Gold Inc. (FCX) issued a press release dated March 1, 2007,
announcing that it intends to offer a total of $6 billion aggregate principal
amount of senior notes to the public in two tranches (see Exhibit
99.1).
Cautionary
Statement Regarding Forward-Looking Statements
This
document contains certain forward-looking statements about FCX and Phelps
Dodge
Corporation (Phelps Dodge). When used in this document, the words “anticipates”,
“may”, “can”, “believes”, “expects”, “projects”, “intends”, “likely”, “will”,
“to be” and any similar expressions and any other statements that are not
historical facts, in each case as they relate to FCX or Phelps Dodge, the
management of either such company or the transaction are intended to identify
those assertions as forward-looking statements. In making any of those
statements, the person making them believes that its expectations are based
on
reasonable assumptions. However, any such statement may be influenced by
factors
that could cause actual outcomes and results to be materially different from
those projected or anticipated. These forward-looking statements are subject
to
numerous risks and uncertainties. There are various important factors that
could
cause actual results to differ materially from those in any such forward-looking
statements, many of which are beyond the control of FCX and Phelps Dodge,
including macroeconomic conditions and general industry conditions such as
the
competitive environment of the mining industry, unanticipated mining, milling
and other processing problems, accidents that lead to personal injury or
property damage, persistent commodity price reductions, changes in political,
social or economic circumstances in areas where FCX and Phelps Dodge operate,
variances in ore grades, labor relations, adverse weather conditions, the
speculative nature of mineral exploration, fluctuations in interest rates
and
other adverse financial market conditions, regulatory and litigation matters
and
risks, changes in tax and other laws, the risk that a condition to closing
of
the transaction may not be satisfied, the risk that a regulatory approval
that
may be required for the transaction is not obtained or is obtained subject
to
conditions that are not anticipated and other risks to consummation of the
transaction. The actual results or performance by FCX or Phelps Dodge, and
issues relating to the transaction, could differ materially from those expressed
in, or implied by, any forward-looking statements relating to those matters.
Accordingly, no assurances can be given that any of the events anticipated
by
the forward-looking statements will transpire or occur, or if any of them
do so,
what impact they will have on the results of operations or financial condition
of FCX or Phelps Dodge, the combined company or the transaction. Except as
required by law, we are under no obligation, and expressly disclaim any
obligation, to update, alter or otherwise revise any forward-looking statement,
whether written or oral, that may be made from time to time, whether as a
result
of new information, future events or otherwise.
Important
Information for Investors and Stockholders
FCX
and
Phelps Dodge filed a definitive joint proxy statement/prospectus with the
Securities and Exchange Commission (SEC) in connection with the proposed
merger.
FCX and Phelps Dodge urge investors and stockholders to read the definitive
joint proxy statement/prospectus and any other relevant documents filed by
either party with the SEC because they contain important
information.
Investors
and stockholders are able to obtain the definitive joint proxy
statement/prospectus and other documents filed with the SEC free of charge
at
the website maintained by the SEC at www.sec.gov.
In
addition, documents filed with the SEC by FCX are available free of charge
on
the investor relations portion of the FCX website at http://www.fcx.com.
Documents filed with the SEC by Phelps Dodge are available free of charge
on the
investor relations portion of the Phelps Dodge website at www.phelpsdodge.com.
FCX,
and
certain of its directors and executive officers are participants in the
solicitation of proxies from the stockholders of FCX in connection with the
merger. Information concerning the interests of FCX’s directors and executive
officers in FCX is set forth in the definitive joint proxy statement/prospectus
filed with the SEC. Phelps Dodge, and certain of its directors and executive
officers may be deemed to be participants in the solicitation of proxies
from
its shareholders in connection with the merger. Information concerning the
interests of Phelps Dodge’s directors and executive officers in Phelps Dodge is
set forth in the definitive joint proxy statement/prospectus filed with the
SEC.
Other
information regarding the direct and indirect interests, by security holdings
or
otherwise, of the participants are described in the definitive joint proxy
statement/prospectus relating to the merger. Investors and stockholders can
obtain more detailed information regarding the direct and indirect interests
of
FCX’s and Phelps Dodge’s directors and executive officers in the merger by
reading the definitive joint proxy statement/prospectus.
Item
9.01. Financial
Statements and Exhibits.
(c)
Exhibit.
The
Exhibit included as part of this Current Report is 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:
March 1, 2007
Freeport-McMoRan
Copper & Gold Inc.
Exhibit
Index
Exhibit
Number
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Press
release dated March 1, 2007, titled “Freeport-McMoRan Copper & Gold
Inc. Announces $6 Billion Senior Notes Offering.”
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