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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. 2)
FREEPORT-McMoRan Inc.
(Name of Issuer)
FREEPORT-McMoRan Inc.
(Name of Person(s) Filing Statement)
$4.375 Convertible Exchangeable Preferred Stock
(Title of Class of Securities)
356714303
(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
____________________
March 24, 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 March 24,
1995 (the "Schedule 13E-4") as amended by Amendment No. 1 thereto. 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)(7) Press Release dated April 24, 1995.
Exhibit Index
Exhibit
Number Description
------- -----------
(a)(7) Press Release dated April 24, 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: April 26, 1995 FREEPORT-McMoRan INC.
By: /s/ Richard C. Adkerson
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Richard C. Adkerson
Senior Vice President
Exhibit (a)(7)
[Freeport-McMoRan Inc. Logo]
Freeport-McMoRan Inc. to Exchange Tendered Shares
of its $4.375 Convertible Exchangeable Preferred Stock
New Orleans, LA., April 24, 1995 -- Freeport-McMoRan Inc.
(NYSE: FTX) announced today that it has accepted for exchange 3,998,310 shares
of its $4.375 Convertible Exchangeable Preferred Stock (or approximately 80%
of the outstanding shares of such stock) for 11,395,181 shares of FTX common
stock in accordance with the terms of its exchange offer.
The company offered to exchange 2.85 shares of FTX common stock
for each share of its $4.375 Convertible Exchangeable Preferred Stock under
the terms of an exchange offer commenced on March 24, 1995. The exchange offer
expired at 5:00 p.m., New York City time, on April 21, 1995. There will be
1,001,690 shares of $4.375 Convertible Exchangeable Preferred Stock remaining
outstanding after the completion of the exchange offer. Each of the remaining
shares of $4.375 Convertible Exchangeable Preferred Stock has a liquidation
value of $50 and, under the terms of the original $4.375 Convertible
Exchangeable Preferred Stock Offering Memorandum dated February 26, 1992, is
convertible into FTX common stock at a current conversion price of $21.26 per
share or the equivalent of 2.35 shares of FTX common stock for each share of
$4.375 Convertible Exchangeable Preferred Stock.
Shares of FTX common stock to be issued in exchange for shares
of $4.375 Convertible Exchangeable Preferred Stock, and any payments for
fractional shares, will be distributed to tendering stockholders within four
business days.
The exchange offer was made as part of the previously announced
restructuring of FTX and subsequent tax-free distribution of Class B common
stock of Freeport-McMoRan Copper & Gold Inc. owned by FTX to holders of FTX
common stock, which is subject to certain conditions and is expected to occur
by midyear.
FTX is a leader in the exploration, mining, development,
production, processing and marketing of natural resources. The company's
products include copper, gold, silver, phosphate fertilizers, phosphate rock,
sulphur, oil and other natural resources.
