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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
Amendment No. 1
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
559177 20 9
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(CUSIP NUMBER OF COMMON STOCK)
559117 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 5 Pages
THE EXHIBIT INDEX IS LOCATED ON PAGE 4
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This Statement constitutes Amendment No. 1 to the Tender Offer Statement on
Schedule 14D-1, dated December 5, 1995, filed by BHP Sub Inc., a Delaware
corporation ("Purchaser"), which is a wholly owned subsidiary of BHP
Holdings (USA) Inc., a Delaware corporation, which in turn is an indirect
wholly owned subsidiary of The Broken Hill Proprietary Company Limited, a
Victoria, Australia corporation, 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, 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 (c)
thereof:
Item 10. Additional Information
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* * *
(c) On December 20, 1995, BHP issued a press release, a copy of which
is annexed hereto as Exhibit (g)(1) and incorporated herein by reference.
2. Item 11 is hereby amended to add the following:
Item 11. Material to be Filed as Exhibits.
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* * *
(g)(1) Form of Press Release, issued December 20, 1995.
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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 20, 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
--------------------------------
Name: T. Rognald Dankmeyer
Title: Vice President
THE BROKEN HILL PROPRIETARY
COMPANY LIMITED
By: /s/ T. Rognald Dankmeyer
--------------------------------
Name: T. Rognald Dankmeyer
Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE NO.
- ------- --------------------------------------- --------
g(1) Form of Press Release, issued
December 15, 1995
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[LOGO] BHP
EXHIBIT (g)(1)
NEWS RELEASE
FOR IMMEDIATE RELEASE
BHP-MAGMA COPPER MERGER CLEARS U.S. ANTITRUST HURDLE
San Francisco, California -- December 20, 1995 -- The Broken Hill
Proprietary Company Limited announced today that in connection with its
subsidiary's Tender Offer for all of the shares of Magma Copper Company,
the 15 calendar day waiting period prescribed by the Hart-Scott-Rodino
Act has expired without a request for additional information from the
Department of Justice Antitrust Division or the Federal Trade
Commission. Therefore, any restrictions under the Hart-Scott-Rodino Act
to the consummation of the Tender Offer have now been satisfied.
The offer and withdrawal rights will expire at 12:00 midnight, New York
City Time, on January 4, 1996, unless the offer is extended.
For further information please contact: Pierre Hirsch
(415)774-2030
