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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
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)
$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"). 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 1.Security and Issuer.
The information set forth in the Letter to Stockholders dated April 13,
1995 and the enclosures therewith (the "Letter to Stockholders") attached
hereto as exhibit (a)(6) is incorporated herein by reference.
Item 3.Purpose of the Tender Offer and Plans or Proposals of the Issuer or
Affiliate.
The information set forth in the Letter to Stockholders is incorporated
herein by reference.
Item 5.Contracts, Arrangements, Understandings or Relationships With Respect
to the Issuer's Securities.
The information set forth in the Letter to Stockholders is incorporated
herein by reference.
Item 9. Material to be Filed as Exhibits.
(a)(6) Letter to Stockholders dated April 13, 1995 and enclosures
therewith.
Exhibit Index
Exhibit
Number Description
------- -----------
(a)(6) Letter to Stockholders dated April 13, 1995 and
enclosures therewith.
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 13, 1995 FREEPORT-McMoRan INC.
By: /s/ Charles W. Goodyear
------------------------
Charles W. Goodyear
Senior Vice President
Exhibit (a)(6)
[LOGO OF FREEPORT-MCMORAN GLOBAL RESOURCES COMPANIES]
April 13, 1995
Dear Stockholder:
On March 24, 1995, Freeport-McMoRan Inc. (the "Company")
commenced an offer to exchange 2.85 shares of its Common Stock, $1.00 par
value, for each share of its $4.375 Convertible Exchangeable Preferred Stock
(the "Preferred Stock"), upon the terms and subject to the conditions set
forth in an Offering Circular dated as of March 24, 1995 (the "Offering
Circular") and related Letter of Transmittal (which together constitute the
"Exchange Offer"). The Offering Circular and related Letter of Transmittal
were mailed on March 24, 1995 to all holders of record of the Preferred Stock.
Enclosed are three pages of the Offering Circular relating to
the effects of the Exchange Offer and the conditions of the Exchange Offer
that were modified by the Company in response to comments made by the
Securities and Exchange Commission. Except as described in the enclosed
pages, the terms and conditions of the Exchange Offer remain as stated in the
Offering Circular previously mailed to you.
As described in the Offering Circular, the Exchange Offer and
withdrawal rights will expire at 5:00 p.m., New York City time, on April 21,
1995, unless extended. For further information with respect to the Exchange
Offer, please refer to the Offering Circular.
Very truly yours,
James R. Moffett
Chairman of the Board and
Chief Executive Officer
Exchange Agent. See "The Exchange Offer -- Extension of Tender
Period; Termination; Amendments". There can be no assurance, however,
that the Company will exercise its right to extend the Exchange Offer. If
the Company decides, in its sole discretion, to increase or decrease the
consideration offered in the Exchange Offer to holders of Preferred Stock
and, at the time that notice of such increase or decrease is first
published, sent or given to holders of Preferred Stock in the manner
specified below, the Exchange Offer is scheduled to expire at any time
earlier than the tenth business day from the date that such notice is first
so published, sent or given, the Exchange Offer will be extended until the
expiration of such ten-business-day period. For purposes of the Exchange
Offer, a "business day" means any day other than a Saturday, Sunday or
Federal holiday and consists of the time period from 12:01 a.m. through
12:00 midnight, New York City time.
Certain Effects of the Exchange Offer
If the Distribution is made, any shares of Preferred Stock remaining
outstanding will be convertible into the Common Stock of the Company as it
will exist following the Distribution, but will not participate in the
Distribution. Following the Distribution, the Company will have no continuing
interest in the copper, gold and silver business represented by FCX, and the
only material portion of its current business which will continue will be its
interest in FRP and the sulphur and agricultural minerals business conducted
by FRP. See "The Company -- Agricultural Minerals". Because of the
anti-dilution provisions of the Preferred Stock, the number of shares of
Common Stock into which each share of Preferred Stock will be convertible
following the Distribution will be significantly increased, in an amount that
will depend upon the value of the FCX Class B common stock distributed with
respect to the Common Stock of the Company and the number of shares of Common
Stock of the Company then outstanding, which in turn will be affected by a
number of factors including the degree of acceptance of the Exchange Offer.
Each of such shares of Common Stock of the Company will have a greatly reduced
market value, however, as a result of the Distribution and, following the
Distribution, the cash flow available for the payment of dividends in the
Preferred Stock will be significantly smaller than at present.
Although the precise amount of the adjustment to the conversion price
cannot be determined at this time, the Company has used the following
assumptions to estimate the effective conversion price. For purposes solely
of this analysis, the Company assumes that (i) it will have approximately 155
million shares outstanding at the time of the Distribution, if no Preferred
Stock is exchanged pursuant to the Exchange Offer, or (ii) approximately 168
million shares outstanding at the time of the Distribution, if 90% of the
Preferred Stock is exchanged pursuant to the Exchange Offer. For this
purpose, the Company estimates it will hold approximately 116 million shares
of FCX Class B common stock which will be available for distribution to the
holders of its Common Stock on the date of the Distribution. For purposes of
calculating the conversion price adjustment, the Company has utilized a stock
price of $18.25 per share for its Common Stock and $21.625 per share for the
FCX Class B common stock.
If no Preferred Stock is exchanged pursuant to the Exchange Offer, the
Company estimates the effective conversion price would be reduced from $21.26
per share to approximately $2.40 per share (or approximately 20.8 shares of
Common Stock per share of Preferred Stock) and fully diluted shares after the
Distribution would approximate 260 million shares. If 90% of the Preferred
Stock is exchanged pursuant to the Exchange Offer, the Company estimates the
effective conversion price would be reduced from $21.26 per share to
approximately $3.85 per share (or approximately 13 shares of Common Stock per
share of Preferred Stock) and fully diluted shares after the Distribution
would approximate 174 million shares.
The Company is primarily a holding company and its sources of cash flow
have been dividends and distributions from its ownership in FCX and FRP.
Distributions received in the three years ended December 31, 1994 were as
follows:
Year Ended FRP FCX
---------- --- ---
(in millions)
December 31, 1992 $41.8 $85.3
December 31, 1993 -- 85.9
December 31, 1994 6.2 85.8
Certain Conditions of the Exchange Offer
Notwithstanding any other provision of the Exchange Offer, the Company
shall not be required to accept for exchange or exchange any Preferred Stock
tendered, and may terminate or amend the Exchange Offer or may postpone
(subject to the requirements of the Exchange Act for prompt exchange or return
of Preferred Stock) the acceptance for exchange of, and exchange of, Preferred
Stock tendered, if at any time on or after March 24, 1995 and before
acceptance for exchange or exchange of any such Preferred Stock (whether or
not any Preferred Stock has theretofore been accepted for exchange or
exchanged pursuant to the Exchange Offer) any of the following shall have
occurred:
(a) there shall have been threatened, instituted or pending any action or
proceeding by any government or governmental, regulatory or
administrative agency or authority or tribunal or any other person,
domestic or foreign, or before any court, authority, agency or tribunal
which (i) challenges the making of the Exchange Offer, the acquisition
of some or all of the Preferred Stock pursuant to the Exchange Offer or
otherwise relates in any manner to the Exchange Offer; or (ii) could
materially affect the business, condition (financial or other), income,
operations or prospects of the Company and its subsidiaries, taken as a
whole, or otherwise materially impair in any way the contemplated
future conduct of the business of the Company or any of its
subsidiaries or materially impair the Exchange Offer's contemplated
benefits to the Company;
(b) there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened, proposed, sought, promulgated, enacted, entered,
amended, enforced or deemed to be applicable to the Exchange Offer or
the Company or any of its subsidiaries, by any court or any authority,
agency or tribunal which would or might directly or indirectly (i) make
the acceptance for exchange or exchange of some or all of the Preferred
Stock illegal or otherwise restrict or prohibit consummation of the
Exchange Offer; (ii) delay or restrict the ability of the Company, or
render the Company unable, to accept for payment or pay for some or all
of the Preferred Stock; (iii) materially impair the contemplated
benefits of the Exchange Offer to the Company; or (iv) materially
affect the business, condition (financial or other), income, operations
or prospects of the Company and its subsidiaries, taken as a whole, or
otherwise materially impair in any way the contemplated future conduct
of the business of the Company or any of its subsidiaries;
(c) (i) any general suspension of trading in, or limitation on prices for,
securities on any national securities exchange or in the
over-the-counter market, (ii) the declaration of a banking moratorium
or any suspension of payments in respect of banks in the United States,
(iii) the commencement of a war, armed hostilities or other
international or national calamity directly or indirectly involving the
United States, (iv) any limitation (whether or not mandatory) by any
governmental, regulatory or administrative agency or authority on, or
any event which might affect, the extension of credit by banks or other
lending institutions in the United States, (v) any significant change
in the market price of the Common Stock, the Preferred Stock or the FCX
common stock, or any change in the general political, market, economic
or financial conditions in the United States or abroad that could have
a material adverse effect on the Company's business, operations or
prospects or the trading in the Common Stock or the Preferred Stock,
(vi) in the case of any of the foregoing existing at the time of the
commencement of the Exchange Offer, a material acceleration or
worsening thereof or (vii) any decline in either the Dow Jones
Industrial Average (4,087.83 at the close of business on March 23,
1995) or the Standard and Poor's 500 Composite Stock Price Index
(495.95 at the close of business on March 23, 1995) by an amount in
excess of 10 percent measured from the close of business on March 23,
1995;
(d) the Company shall determine that it is no longer feasible to make the
Distribution for any reason, including, without limitation, litigation
or the inability to obtain satisfactory assurance of the tax-free
nature of the Distribution, or that the arrangements with RTZ and RTZA
will not be completed in the manner presently contemplated;
(e) any tender or exchange offer with respect to some or all of the Common
Stock or the Preferred Stock (other than the Exchange Offer), or a
merger, acquisition or other business combination proposal for the
Company, shall have been proposed, announced or made by any person or
entity;
(f) any change shall occur or be threatened in the business, condition
(financial or other), income, operations, Common Stock or Preferred
Stock ownership, or prospects of the Company and its subsidiaries,
taken as a whole, which is or may be material to the Company;
Stock, except that, with respect to shares of Preferred Stock called for
redemption, conversion rights will expire at the close of business on the
redemption date (unless the Company shall default in making the payment due
upon redemption in which case such conversion rights shall continue
uninterrupted). The holders of shares of Preferred Stock at the close of
business on a record date are entitled to receive the dividend payable on such
shares on the corresponding dividend payment date notwithstanding the
conversion thereof or the Company's default in payment of the dividend due on
such dividend payment date. No payment or adjustment will be made on account
of accrued and unpaid dividends upon conversion of the Preferred Stock.
Therefore, Preferred Stock surrendered for conversion during the period from
the close of business on any record date for the Preferred Stock to the
opening of business on the corresponding dividend payment date (except shares
called for redemption on a redemption date during such period or on such
dividend payment date) must be accompanied by payment of an amount equal to
the dividend payable on such shares on such dividend payment date. A holder of
Preferred Stock on a record date who converts shares of Preferred Stock on a
dividend payment date receives the dividend payable on the Preferred Stock by
the Company on that date and need not include a payment for any such dividend
upon surrender of shares of Preferred Stock for conversion. No fractional
shares of Common Stock will be issued upon conversion and, in lieu thereof, an
adjustment in cash will be made based upon the closing price of the Common
Stock on the NYSE on the last trading day preceding the date of conversion.
The conversion price is subject to adjustment upon the occurrence of
certain events, including: the issuance of Common Stock as a dividend or
distribution on the Common Stock; subdivisions and combinations of the Common
Stock; the issuance to all holders of Common Stock of certain rights or
warrants entitling the holders thereof (for a period not exceeding 45 days) to
subscribe for Common Stock at a price less than the then current market price
per share of the Common Stock (as determined in the manner set forth in the
Certificate of Designations); and the distribution to substantially all
holders of Common Stock of debt securities, equity securities (including
equity interests in the Company's subsidiaries) other than Common Stock, or
other assets (excluding cash dividends paid from earned surplus) or
subscription rights or warrants (other than those referred to above). No
adjustment in the conversion price will be required unless such adjustment
would require an increase or decrease of at least 1% of the conversion price,
but any adjustment that would otherwise be required to be made shall be
carried forward and taken into account in any subsequent adjustment.
As a result of the Distribution, the conversion price for the Preferred
Stock will be adjusted so that it equals the price determined by multiplying
the conversion price in effect immediately prior to the date of the
Distribution by a fraction (i) of which the numerator will be the current
market price per share of the Common Stock less the then fair market value (as
determined by the Company's Board of Directors) of the number of shares of FCX
Class B common stock being distributed in the Distribution per one share of
Common Stock and (ii) of which the denominator will be such current market
price per share of the Common Stock. For the purposes of such computation,
the current market price per share of the Common Stock will be deemed to be
the average closing price of the Common Stock on the NYSE for a certain period
of time prior to the Distribution.
The precise amount of adjustment to the conversion price cannot be
determined at the present time. The number of shares of Common Stock into
which each share of Preferred Stock will be convertible following the
Distribution will depend on a number of factors, including the number of
shares of FCX Class B common stock distributed by the Company in the
Distribution, the value of such FCX Class B common stock and the market price
of the Common Stock. See "The Exchange Offer -- Certain Effects of the
Exchange Offer" for certain estimates as to the effect of the Exchange Offer
on the conversion price.
Exchange Provisions. The Preferred Stock is exchangeable in whole but
not in part at the option of the Company on any dividend payment date,
commencing March 1, 1994 for the Company's 83/4% Convertible Subordinated
Debentures Due 2017 (the "Debentures"). The holders of outstanding shares of
the Preferred Stock are entitled to receive $50 principal amount of the
Debentures in exchange for each share of Preferred Stock held by them at the
time of the exchange. The Company may not exchange any shares of Preferred
Stock unless full cumulative dividends have been paid or declared and set
aside for payment on the Preferred Stock. The Company will mail written
notice of its intention to exchange to each holder of record of the Preferred
Stock not less than 30 nor more than 60 days prior to the date fixed for the
exchange. From and after the date fixed for the exchange, unless the Company
defaults in issuing Debentures in exchange for the Preferred Stock or in
making or providing for the payment of accrued and unpaid dividends to the
exchange date, dividends on the Preferred Stock will cease to accrue, such
Preferred Stock will be deemed to be no longer outstanding, all rights of the
holders of Preferred Stock
