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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4/A
RULE 13E-4 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 1)
FREEPORT-McMoRan Inc.
(Name of Issuer)
FREEPORT-McMoRan Inc.
(Name of Person(s) Filing Statement)
6.55% Convertible Subordinated Notes due January 15, 2001
(Title of Class of Securities)
356714 AE 5
(CUSIP Number of Class of Securities)
_________________
John G. Amato, Esq.
General Counsel
Freeport-McMoRan Inc.
1615 Poydras Street
New Orleans, Louisiana 70112
(504) 582-4000
(Name, Address and Telephone Number of Persons Authorized to Receive Notice
and Communications on Behalf of Person(s) Filing Statement)
_____________________
Copy to:
E. Deane Leonard, Esq.
David W. Ferguson, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
____________________
May 31, 1995
(Date Tender Offer First Published, Sent or Given to Securityholders)
Freeport-McMoRan Inc. hereby amends and supplements its statements on
Schedule 13E-4 filed with the Securities and Exchange Commission on May 31,
1995 (the "Schedule 13E-4"). Unless otherwise indicated herein, each
capitalized term used but not defined herein shall have the meaning assigned
to such term in the Schedule 13E-4.
Item 9.Material to be Filed as Exhibits.
The information set forth in Item 9 of the Schedule 13E-4 is hereby
amended and supplemented by the following:
(a)(5)Press Release dated July 5, 1995.
Exhibit Index
Exhibit
Number Description
------- -----------
9(a)(5) Press Release dated July 5, 1995.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: July 7, 1995 FREEPORT-McMoRan INC.
By: /s/ Richard C. Adkerson
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Richard C. Adkerson
Senior Vice President
Exhibit (a)(5)
[LOGO OF FREEPORT-MCMORAN GLOBAL RESOURCES COMPANIES]
EXHIBIT 9(a)(5)
FREEPORT-McMoRan INC. ANNOUNCES:
- - SPECIAL DIVIDEND OF FREEPORT-McMoRan COPPER & GOLD INC. CLASS B
COMMON SHARES TO FREEPORT-McMoRan INC. COMMON SHAREHOLDERS
- - RESULTS OF REDEMPTIONS AND CONVERSIONS OF 6.55% CONVERTIBLE
SUBORDINATED NOTES DUE JANUARY 15, 2001
NEW ORLEANS, LA, July 5, 1995 -- Freeport-McMoRan Inc.
(NYSE:FTX) announced today that its Board of Directors has declared a special
tax-free dividend whereby all of the 117,909,323 Class B common shares of
Freeport-McMoRan Copper & Gold Inc. (FCX) owned by FTX will be distributed to
holders of FTX common stock of record at the close of business on July 17,
1995. At July 3, 1995, there were approximately 167.9 million FTX common
shares outstanding and the dividend distribution ratio will be approximately
0.702 of a share of FCX Class B common stock for each common share of FTX.
The FCX Class B stock certificates are expected to be mailed on July 28, 1995
to FTX common shareholders. This special tax-free dividend completes FTX's
restructuring transaction announced May 3, 1994.
Fractional shares of FCX Class B common stock will not be
issued in connection with this distribution. Each FTX shareholder entitled to
receive a fractional share of FCX Class B common stock will receive cash in
lieu of the fractional share. All fractional shares will be aggregated and
sold by the distribution agent, Mellon Securities Trust Company, after the
record date in an orderly manner through either a single or multiple
transactions in the public market. No action on the part of FTX shareholders
is necessary.
FTX also announced today the results of the redemption of its
6.55% Convertible Subordinated Notes due January 15, 2001 (Notes). Of the
approximately $373 million principal amount of the Notes outstanding at the
time of the call, approximately $16.4 million principal amount were redeemed
for $15.0 million cash on June 30, 1995. The remaining approximately $356.6
million principal amount of the Notes were converted into 19.9 million shares
of FTX common stock and are included in the approximately 167.9 million FTX
common shares outstanding on July 3, 1995 entitled to receive the distribution
of FCX Class B common shares by FTX.
As previously announced, The RTZ Corporation PLC (RTZ)
committed to purchase certain additional FCX Class A common stock from FTX
equal to the funding requirements for the redemption of the Notes and had an
option to purchase an additional 3.5 million shares of FCX Class A common
stock. In satisfaction and cancellation of this commitment and option, FTX
is selling today 2.4 million shares of FCX Class A common stock to RTZ for
approximately $50 million ($20.90 per share). FTX will use the proceeds for
general corporate purposes including the repayment of its bank debt.
It is expected that "when issued" trading of the FCX Class B
common stock and "ex-distribution when issued" trading of FTX common stock
(without the right to receive the FCX Class B special dividend) will commence
no later than July 13, 1995. Furthermore, it is expected that FTX will begin
trading with a "due bill", representing the right to receive FCX Class B
shares pursuant to this distribution, on July 13, 1995.
FCX has 84,680,708 Class A shares outstanding including all
Class A shares sold to RTZ. Since the company's inception, the Class A shares
have been traded on the New York Stock Exchange (NYSE) under the symbol "FCX".
The only difference between the FCX Class A shares and the Class B shares
being distributed relates to voting rights with regard to the election of
Directors, as approved by the FCX Class A shareholders in March 1995. FCX
Class B common shareholders will have the right to elect 80 percent of the
members of the Board of Directors and FCX Class A common shareholders and
preferred shareholders, voting together as a single class, will elect the
balance.
Consistent with NYSE convention, the trading symbol for FCX
Class A shares will change to "FCX.A" when FCX Class B common shares begin
trading on the NYSE on a "when issued" basis. FCX Class B shares will initiate
trading on the NYSE under the symbol FCX.B. Subsequently, FCX may consider
changing the trading symbol for the FCX Class B common shares to "FCX".
Termination of "when issued" trading in the FCX Class B common shares,
"ex-distribution when issued" trading of FTX common stock and trading of FTX
with a "due bill" is expected to occur at the close of business on July 28,
1995. The FTX common stock and FCX Class B common stock are expected to begin
trading on a "regular way" basis on July 31, 1995.
As a result of this special dividend, FTX will no longer own
any interest in FCX and FTX's business activity will essentially consist of
the company's approximate 51 percent ownership in its agricultural minerals
affiliate, Freeport-McMoRan Resource Partners, Limited Partnership (NYSE:FRP).
Subsequent to the distribution of FCX Class B common shares to FTX
shareholders, the FTX Board of Directors will determine the appropriate uses
of FTX cash flow. Alternative uses of cash could include the establishment of
a new dividend policy for FTX, the purchase of FTX shares, the purchase of FRP
units and/or growth activities.
Mr. James R. Moffett, Chairman and CEO of FTX, said: "With the
steps being announced today, FTX's restructuring initiated over a year ago is
now complete. The separation of the copper/gold and agricultural minerals
businesses into independent financial and operating entities provides a
focused structure for these two world-class operations. We are excited about
this new beginning and will continue to move forward with great momentum to
enhance and grow our low cost operations."
