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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
Amendment No. 2
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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MAGMA COPPER COMPANY
(NAME OF SUBJECT COMPANY)
BHP SUB INC.
A WHOLLY OWNED SUBSIDIARY OF
BHP HOLDINGS (USA) INC.
AN INDIRECT WHOLLY OWNED SUBSIDIARY
OF
THE BROKEN HILL PROPRIETARY COMPANY LIMITED
(BIDDERS)
COMMON STOCK, $0.01 PAR VALUE
5 5/8% CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES D
$0.01 PAR VALUE
6% CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES E
$0.01 PAR VALUE
559 177 20 9
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(CUSIP NUMBER OF COMMON STOCK)
559 117 30 8
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(CUSIP NUMBER OF SERIES D PREFERRED STOCK)
559 117 40 7
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(CUSIP NUMBER OF SERIES E PREFERRED STOCK)
T. Rognald Dankmeyer, Esq.
Senior Vice President and General Counsel
BHP Minerals
550 California Street
San Francisco, California 94104
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
copies to:
Joseph Handros, Esq.
Arnold & Porter
399 Park Avenue
New York, New York 10022
(212) 715-1125
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Page 1 of 3 Pages
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This Statement constitutes Amendment No. 2 to the Tender Offer
Statement on Schedule 14D-1, dated December 5, 1995, filed by BHP Sub Inc., a
Delaware corporation ("Purchaser"), relating to Purchaser's offer to purchase
(1) all outstanding shares of Common Stock, par value $0.01 per share, (2) all
outstanding shares of 5 5/8% Cumulative Convertible Preferred Stock, Series D,
par value $0.01 per share and (3) all outstanding shares of 6% Cumulative
Convertible Preferred Stock, Series E, par value $0.01 per share, of Magma
Copper Company (the "Company"), a Delaware corporation, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated December 5,
1995, and in the related Letter of Transmittal.
Unless otherwise indicated, capitalized terms contained herein have
the same meanings as set forth in the Offer to Purchase.
1. Item 10 is hereby amended to add the following to paragraph (f)
thereof:
Item 10. Additional Information
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* * *
(f) ...On December 26, 1995, BHP Holdings (USA) Inc. ("Sub"),
caused the formation of a new corporation, BHP Peru Holdings Inc. ("New Sub"), a
Delaware corporation. In accordance with the terms of Section 9.6 of the Merger
Agreement, Sub has transferred to New Sub all of its shares of BHP Sub Inc.
("Purchaser"), in exchange for 100 shares of common stock of New Sub. New Sub is
now a wholly owned subsidiary of Sub, and Purchaser is a wholly owned subsidiary
of New Sub. In accordance with the terms of the Merger Agreement, New Sub has
executed and become a party to the Merger Agreement. BHP, Sub and Purchaser
remain parties to the Merger Agreement, which agreement remains in full force
and effect with respect to each of them. The directors and executive officers of
New Sub are the same as the directors and executive officers of Sub, all as
described in the Offer to Purchase and Annex I thereto. The information set
forth in the Offer to Purchase with respect to Sub and its officers and
directors under the heading "Certain Information Concerning Purchaser, Sub and
BHP", is applicable to New Sub and its officers and directors. New Sub is a
newly formed entity and has not conducted any business other than that
incidental to its formation as described herein.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: December 28, 1995
BHP SUB INC.
By:/s/ T. Rognald Dankmeyer
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Name: T. Rognald Dankmeyer
Title: Vice President
BHP HOLDINGS (USA) INC.
By:/s/ T. Rognald Dankmeyer
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Name: T. Rognald Dankmeyer
Title: Vice President
THE BROKEN HILL PROPRIETARY
COMPANY LIMITED
By:/s/ T. Rognald Dankmeyer
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Name: T. Rognald Dankmeyer
Attorney-in-Fact
