SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials by Rule 14a-6(c)(2))
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Freeport-McMoRan Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
$125
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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FREEPORT-McMoRan INC.
September 12, 1995
Dear Stockholder:
You are cordially invited to attend a Special Meeting (the "Special
Meeting") of Stockholders of Freeport-McMoRan Inc. (the "Company"), to be held
at the offices of the Company, 1615 Poydras Street, New Orleans, Louisiana, on
Friday, October 20, 1995, at 11:00 a.m. The Special Meeting has been called
to amend the Certificate of Incorporation of the Company, as amended, to
effect a one-for-six reverse split of the Company's Common Stock (the "Common
Stock"), reduce the par value of the Common Stock and decrease the authorized
number of shares of Common Stock (the "Amendment").
The Amendment follows the tax-free distribution (the "Distribution")
by the Company on July 17, 1995 to the holders of its Common Stock, on a pro
rata basis, of all of the Class B Common Stock of Freeport-McMoRan Copper &
Gold Inc. ("FCX"). FCX has experienced substantial growth during the years
since it was organized in 1987, providing a significant portion of the
Company's revenue, earnings and stock value. Following the Distribution, the
value of the Common Stock was substantially reduced.
The Company continues to own an approximate 51% interest in its
agricultural minerals affiliate, Freeport-McMoRan Resource Partners, Limited
Partnership ("FRP"). FRP is engaged in the production of phosphate
fertilizers and the mining of phosphate rock through IMC-Agrico Company; the
mining, transportation and terminalling of sulphur and the development and
production of related oil reserves.
The Company's Board of Directors believes that the total number of
shares outstanding following the Distribution is large relative to the
Company's market capitalization. By issuing one new share of Common Stock for
every six shares of presently outstanding Common Stock, the proposed reverse
stock split will decrease the number of outstanding common shares and increase
the per share price level of the Common Stock. The higher per share price of
the Common Stock would then be more consistent with the trading price of stock
of similarly situated companies.
The Company is considering whether to commence, following the
proposed reverse stock split, an odd-lot program pursuant to which holders of
fewer than 100 shares of Common Stock would be able to sell their holdings
without incurring the customary brokerage commissions associated with the sale
of an odd-lot. However, no assurance can be made that an odd-lot program will
be commenced.
Please give the enclosed materials your careful attention. It is
important that your shares of Common Stock be represented and voted at the
Special Meeting regardless of the size of your holdings. Accordingly, whether
or not you plan to attend the Special Meeting, please complete and execute the
accompanying proxy card and return it in the enclosed white envelope in order
to make certain that your shares will be represented at the Special Meeting.
In addition, please complete and execute the enclosed letter of transmittal
and return it along with your present Common Stock certificates in the
enclosed brown envelope. If the reverse stock split is effected, new
certificates representing the number of whole shares of Common Stock you own
after giving effect to the reverse stock split will be sent to you.
Very truly yours,
James R. Moffett
Chairman of the Board
FREEPORT-McMoRan INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
October 20, 1995
September 12, 1995
A Special Meeting of Stockholders of Freeport-McMoRan Inc. will be
held at the offices of the Company, 1615 Poydras Street, New Orleans,
Louisiana, on Friday, October 20, 1995, at 11:00 a.m., for the following
purpose:
1. To approve an amendment to the Company's Certificate of
Incorporation, as amended, to effect a one-for-six reverse
split of the Company's Common Stock, reduce the par value of
the Common Stock and decrease the number of authorized shares
of Common Stock.
The Board of Directors has fixed September 6, 1995, as the record
date for the determination of stockholders entitled to vote at the meeting.
If you will be unable to attend the meeting, kindly mark, sign, date
and return the enclosed proxy. A white, postage prepaid envelope is enclosed
for your use. Prompt response is helpful, and your cooperation will be
appreciated.
By Order of the Board of Directors.
MICHAEL C. KILANOWSKI, JR.
Secretary
FREEPORT-McMoRan INC.
1615 Poydras Street
New Orleans, Louisiana 70112
The Annual Report to Stockholders for the year 1994, including
financial statements, was mailed to stockholders on or about March 21, 1995.
PROXY STATEMENT
This Proxy Statement and enclosed form of proxy are being furnished
on or about September 12, 1995, in connection with a solicitation of proxies
by the Board of Directors (the "Board of Directors") of Freeport-McMoRan Inc.
(the "Company") to be used at a Special Meeting of Stockholders of the Company
(the "Meeting") to be held on October 20, 1995, at 11:00 a.m.
Voting Procedure
Stockholders of record at the close of business on September 6, 1995
will be entitled to vote at the Meeting. On the record date, there were
168,986,266 shares of Common Stock outstanding, and each of such shares will
be entitled to one vote at the Meeting.
The By-Laws of the Company provide that the holders of a majority of
the shares of Common Stock of the Company issued and outstanding and entitled
to vote at the Meeting, present in person or represented by proxy, shall
constitute a quorum at the Meeting.
Votes cast at the Meeting will be counted by the persons appointed by
the Company to act as inspectors of election for the Meeting. The inspectors
of election will treat shares of Common Stock represented by a properly
executed and returned proxy as present at the Meeting for purposes of
determining a quorum. Proxies marked "abstain" will be counted as shares
present for purposes of determining a quorum.
The proposal to amend the Certificate of Incorporation, as amended,
to effect a one-for-six reverse split of the Company's Common Stock, reduce
the par value of the Common Stock and decrease the number of authorized shares
of Common Stock (the "Proposal") requires the affirmative vote of a majority
of the outstanding shares of Common Stock; therefore, with respect to the
Proposal, abstentions and broker non-votes will have the same effect as votes
against it.
Proxies in the enclosed form are solicited by the Board of
Directors of the Company to provide an opportunity to every stockholder to
vote on the Proposal, whether or not he or she attends the Meeting in
person. If proxies in the enclosed form are properly executed and
returned, the shares represented thereby will be voted at the Meeting in
accordance with stockholder direction. Any stockholder executing a proxy
may revoke that proxy or submit a revised one at any time before it is
voted. A stockholder may also attend the Meeting in person and vote by
ballot, thereby canceling any proxy previously given. Except for the
Proposal, the Board of Directors has no knowledge of any other matters to
be presented for action at the Meeting. If any other matters should
properly come before the Meeting, it is the intention of the persons
designated in the proxy to vote thereon according to their best judgment.
Proxy Solicitation
The cost of soliciting proxies will be borne by the Company. In
addition to solicitations by mail, arrangements have been made for brokers and
nominees to send proxy material to their principals, and the Company will
reimburse them for their reasonable expenses in doing so. The Company has
retained Georgeson & Co. Inc., Wall Street Plaza, New York, New York to assist
it in the solicitation of proxies from brokers and nominees. It is estimated
that the fees for the services of that firm will be $8,500; the Company also
will reimburse the firm for its reasonable out-of-pocket expenses incurred in
connection with providing the services. Certain employees of the Company, who
will receive no compensation for their services other than their regular
remuneration, may also solicit proxies by telephone, telegram, telex, telecopy
or personal interview.
Stockholder Proposals
Any proposal of a stockholder intended to be presented at the
Company's 1996 Annual Meeting must be received by the Company for inclusion in
the proxy statement and form of proxy for that meeting no later than November
22, 1995.
PROPOSED AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION, AS
AMENDED, TO EFFECT A ONE-FOR-SIX REVERSE SPLIT OF THE COMPANY'S
COMMON STOCK, REDUCE THE PAR VALUE OF THE COMMON STOCK AND
DECREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors has proposed an amendment to Article FOURTH of
the Company's Certificate of Incorporation, as amended, that would effect a
reverse split of the Company's Common Stock on the basis of one new share
of Common Stock for each six shares of presently outstanding Common Stock,
reduce the par value of the Common Stock from $1.00 per share to $.01 per
share and decrease the number of authorized shares of Common Stock from
300,000,000 shares to 100,000,000 shares, thereby reducing the total number
of authorized shares of capital stock from 350,000,000 shares to
150,000,000 shares. As of September 6, 1995, 168,986,266 shares of Common
Stock were issued and outstanding, 41,862,078 shares were held in treasury
and 89,151,656 shares were unissued. As of September 6, 1995 there were
21,158,688 shares of Common Stock reserved for issuance upon the conversion
of the Company's $4.375 Convertible Exchangeable Preferred Stock (the
"Preferred Stock") or upon the exercise of options under the Company's
stock option plans.
Reasons for the Proposed Reverse Stock Split
The Proposal follows the tax-free distribution (the "Distribution")
by the Company on July 17, 1995 to the holders of its Common Stock, on a pro
rata basis, of all of the Class B Common Stock of Freeport-McMoRan Copper &
Gold Inc. ("FCX"). FCX has experienced substantial growth during the years
since it was organized in 1987, providing a significant portion of the
Company's revenue, earnings and stock value. Following the Distribution, the
value of the Common Stock was substantially reduced.
The Company continues to own an approximate 51% interest in its
agricultural minerals affiliate, Freeport-McMoRan Resource Partners, Limited
Partnership ("FRP"). FRP is engaged in the production of phosphate
fertilizers and the mining of phosphate rock through IMC-Agrico Company; the
mining, transportation and terminalling of sulphur and the development and
production of related oil reserves.
The Company's Board of Directors believes that the total number of
shares outstanding following the Distribution is large relative to the
Company's market capitalization. By issuing one new share of Common Stock for
every six shares of presently outstanding Common Stock, the proposed reverse
stock split will decrease the number of outstanding common shares and increase
the per share price level of the Common Stock. The higher per share price of
the Common Stock would then be more consistent with the trading price of stock
of similarly situated companies. The proposed decrease in the par value of the
Common Stock and reduction in the number of authorized shares of Common Stock
result from the proposed reverse stock split and the Distribution.
Principal Effects of the Proposal
The principal effects of the proposed reverse stock split would be
the following:
Based upon 168,986,266 shares of Common Stock outstanding on
September 6, 1995 the proposed one-for-six reverse stock split would decrease
the number of outstanding shares of Common Stock by approximately 83%, and
thereafter approximately 28,164,378 shares of Common Stock would be
outstanding, held by approximately 23,262 stockholders of record. The
proposed reverse stock split would not affect the proportionate equity
interest in the Company of any holder of Common Stock, except as may result
from the provisions for the elimination of fractional shares as described
below. The proposed reverse stock split will not affect the registration of
the Common Stock under the Securities Exchange Act of 1934 or the listing of
the Common Stock on the New York Stock Exchange.
The reverse stock split will leave certain stockholders with one or
more "odd-lots" of the Company's Common Stock, i.e., stock in amounts of less
than 100 shares. These shares may be more difficult to sell, or require a
greater commission per share to sell, than shares in even multiples of 100.
The Company is considering whether to commence, following the proposed reverse
stock split, an odd-lot program pursuant to which holders of fewer than 100
shares of Common Stock would be able to sell their holdings without incurring
the customary brokerage commissions associated with the sale of an odd-lot.
However, no assurance can be made that an odd-lot program will be commenced.
As of September 6, 1995 there were outstanding options to purchase
shares under the Company's stock option plans relating to an aggregate of
10,180,165 shares of Common Stock. On that date 1,105,064 shares of Common
Stock remained available for grant under such plans. All of the outstanding
options include provisions for adjustments in the number of shares covered
thereby, and the exercise price thereof, in the event of a reverse stock split
by appropriate action of the Corporate Personnel Committee of the Company's
Board of Directors. If the proposed one-for-six reverse stock split is
approved and effected, there would be reserved for issuance upon exercise of
all outstanding options a total of approximately 1,696,694 shares of Common
Stock. Each of the outstanding options would thereafter evidence the right to
purchase approximately 16.67% of the shares of Common Stock previously covered
thereby and the exercise price per share would be six times the previous
exercise price. The number of shares available for grant under the Company's
stock option plans would be decreased to approximately 184,177 shares of
Common Stock.
If the proposed one-for-six reverse stock split is approved and
effected, the conversion rate for shares of Preferred Stock would be adjusted
proportionately so that the new conversion rate would be approximately 16.67%
of the present conversion rate and each share of Preferred Stock would
thereafter be convertible into one-sixth of the number of shares of Common
Stock that such share would have been convertible into immediately prior to
the reverse stock split. The number of shares of Common Stock reserved for
issuance for this purpose would decrease from 10,978,523 to approximately
1,829,754 shares.
The following table illustrates the principal effects of the proposed
reverse stock split discussed in the preceding paragraphs:
<TABLE>
<CAPTION>
Prior to Reverse Stock After Reverse Stock
Number of Shares Split and Amendment Split and Amendment
of Common Stock to Certificate to Certificate
----------------------------------------------------------- ------------------------ ---------------------
<S> <C> <C>
Authorized................................................. 300,000,000 100,000,000
Outstanding................................................ 168,986,266 28,164,378
Reserved for future issuance upon exercise of
options under the Company's stock option plans........... 10,180,165 1,696,694
Reserved for issuance in connection with future
grants under the Company's stock option plans............ 1,105,064 184,177
Reserved for issuance upon conversion of shares
of Preferred Stock....................................... 10,978,523 1,829,754
Available for future issuance by action of the
Board of Directors (after giving effect to the
above reservations)...................................... 108,749,982 68,124,997
</TABLE>
Assuming the proposed amendment to the first paragraph of Article
FOURTH of the Company's Certificate of Incorporation, as amended, effecting
the Proposal is approved, a Certificate of Amendment amending the Certificate
of Incorporation, as amended, as set forth in Exhibit A to this Proxy
Statement, will be filed with the Secretary of State of the State of Delaware
(the "Delaware Secretary of State") as promptly as practicable thereafter.
The amendment and the proposed reverse stock split would become effective upon
the date of filing (the "Effective Date").
Exchange of Common Stock Certificates; Receipt of Dividends
Following the reverse stock split, old Common Stock certificates
cannot be used on either transfers or deliveries of Common Stock, and holders
of such old Common Stock certificates will not receive any dividends declared
upon shares of Common Stock until such old Common Stock certificates have been
exchanged for new Common Stock certificates. Holders of old Common Stock
certificates, therefore, should complete and execute the enclosed letter of
transmittal and return it along with their old Common Stock certificates to
Chemical Mellon Shareholder Services (the "Exchange Agent") in the enclosed
brown envelope. New certificates representing the number of whole shares of
Common Stock holders own after giving effect to the reverse stock split will
be sent to each holder following the Effective Date. If the reverse stock
split is not effected, old Common Stock certificates will be returned.
Elimination of Fractional Share Interests
No scrip or fractional share certificates for Common Stock will be
issued in connection with the reverse stock split, but in lieu thereof, a
certificate or certificates evidencing the aggregate of all fractional
shares otherwise issuable will be issued to the Exchange Agent or its
nominee, as agent for the accounts of all holders of Common Stock otherwise
entitled to receive a fraction of a share in connection with the reverse
stock split. Sales of fractional interests will be effected by the
Exchange Agent as soon as practicable after the Effective Date on the basis
of prevailing market prices of the Common Stock on the New York Stock
Exchange at the time of sale. After the Effective Date, the Exchange Agent
will pay to such stockholders, upon their surrender of old Common Stock
certificates, their pro rata share of the net proceeds derived from the
sale of their fractional interests. No service charges or brokerage
commissions will be payable by stockholders in connection with the sale of
fractional interests; all of such costs will be borne by the Company.
Certain United States Federal Income Tax Consequences
The following is a general discussion of the material United States
federal income tax consequences of the proposed reverse split of the Company's
Common Stock. This discussion does not purport to deal with all aspects of
federal income taxation that may be relevant to holders of Common Stock and is
not intended to be applicable to all categories of investors, some of which,
such as dealers in securities, banks, insurance companies, tax-exempt
organizations and foreign persons, may be subject to special rules.
Furthermore, the following discussion is based on current provisions of the
Internal Revenue Code of 1986, as amended, and administrative and judicial
interpretations as of the date hereof, all of which are subject to change
(possibly on a retroactive basis). Holders of Common Stock are advised to
consult their own tax advisors regarding the federal, state, local and foreign
tax consequences of the proposed reverse stock split.
The proposed reverse stock split will be a tax-free recapitalization
for the Company and its stockholders, and no gain or loss will be recognized
to the Company or its stockholders who do not receive any cash as a result of
the reverse stock split. The aggregate tax basis of the new shares of Common
Stock (including fractional share interests sold by the Exchange Agent on
behalf of the stockholder) in the hands of a stockholder will be the same as
the aggregate basis of the shares of Common Stock held by the stockholder
immediately prior to the reverse stock split. A stockholder's holding period
for the new shares of Common Stock (including fractional share interests) will
include the holding period for the shares of Common Stock exchanged therefor,
provided that the shares of Common Stock prior to the reverse stock split are
held as a capital asset on the date of the exchange. Where cash is received
by a stockholder as a result of a sale by the Exchange Agent of a fractional
new share of Common Stock, the stockholder will recognize gain or loss
measured by the difference between the amount of cash received and the
adjusted basis of the fractional share sold. Provided the shares of Common
Stock prior to the reverse stock split are held as a capital asset in the
hands of the stockholder, the gain or loss will be capital gain or loss.
Vote Required
The proposed amendment would effect a reverse stock split, reduce the
par value of the Common Stock and decrease the number of authorized shares of
Common Stock. Approval of the Proposal requires the affirmative vote of a
majority of the outstanding shares of Common Stock.
The foregoing summary of the amendment is qualified in its entirety
by reference to the complete text of the proposed revised first paragraph of
Article FOURTH of the Certificate of Incorporation, as amended, which is set
forth as Exhibit A to this Proxy Statement.
The Board of Directors recommends a vote "FOR" the approval of the
Proposal.
The Board of Directors reserves the right to abandon the proposed
amendment without further action by the stockholders at any time prior to the
filing of the amendment with the Delaware Secretary of State notwithstanding
authorization of the proposed amendment by the stockholders.
EXHIBIT A
1. The pertinent provisions of the proposed amendment modifying the
first paragraph of Article FOURTH of the Certificate of Incorporation, as
amended, of Freeport-McMoRan Inc., are as follows:
FOURTH: The total number of shares of all classes of stock
which the corporation shall have authority to issue is 150,000,000
shares, of which 50,000,000 shares shall be Preferred Stock with a
par value of $1.00 per share and 100,000,000 shares shall be Common
Stock with a par value of $.01 per share.
2. At the effective time of this amendment to the Certificate of
Incorporation, as amended, of Freeport-McMoRan Inc., each six (6) issued and
outstanding shares of Common Stock, $1.00 par value, of the Company shall be
combined into one (1) validly issued, fully paid and nonassessable share of
Common Stock, $.01 par value, of the Company. No scrip or fractional shares
shall be issued by reason of this amendment.
PROXY CARD
FREEPORT-McMoRan INC.
Proxy Solicited on Behalf of the Board of Directors for Special Meeting
of Stockholders
October 20, 1995
The undersigned hereby appoints James R. Moffett, Rene L. Latiolais
and George A. Mealey as proxies, with full power of substitution, to vote the
shares of the undersigned in Freeport-McMoRan Inc. at a Special Meeting of
Stockholders to be held on Friday, October 20, 1995, at 11:00 a.m., and at any
adjournment thereof, on all matters coming before the meeting. The proxies
will vote: (1) as you specify on the other side of this card, (2) as the
Board of Directors recommends where you do not specify your vote on the matter
listed on the other side of this card and (3) as the proxies decide on any
other matter.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN
THE ENCLOSED WHITE, POSTAGE PREPAID ENVELOPE
The Board of Directors recommends a vote FOR:
1. Approval of proposal to amend the Certificate of Incorporation, as
amended.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
You may specify your vote by marking the appropriate box on this side. You
need not mark any box, however, if you wish to vote the item in accordance
with the Board of Directors' recommendation. If your vote is not specified,
this proxy will be voted FOR Proposal 1.
DATED:_________________,
1995
___________________________
___________________________
(Signature)
If you wish to vote on all
matters as the Board of
Directors recommends, please
sign, date and return this
card. If you wish to vote
on the item individually,
please also mark the
appropriate box on this
side of this card.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
WHITE, POSTAGE PREPAID ENVELOPE
