0052074.01
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: November 30, 1995
Magma Copper Company
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(Exact Name of Registrant as specified in its Charter)
Delaware 1-10122 86-0219794
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of corporation) Identification No.)
7400 N. Oracle Rd. 85704
Tucson, Arizona
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (520) 575-5600
N/A
____________________________________________________________________________
(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS.
On November 30, 1995, Magma Copper Company (the "Company"), entered
into an Agreement and Plan of Merger (the "Merger Agreement") with The Broken
Hill Proprietary Company Limited, a Victoria, Australia corporation ("BHP"),
BHP Holdings (USA) Inc., a Delaware corporation and an indirect subsidiary of
BHP ("Sub"), and BHP Sub Inc., a Delaware corporation and a subsidiary of Sub
("Purchaser"). Pursuant to the Merger Agreement, on December 5, 1995,
Purchaser commenced an offer (the "Offer") to purchase (i) all outstanding
shares of common stock par value $0.01 per share, of the Company (the
"Shares"), at a price of $28.00 per Share net to the seller in cash; (ii) all
of the outstanding shares of 5-5/8% Cumulative Convertible Preferred Stock,
Series D, par value $0.01 per share, of the Company, at a price of $96.544 per
share net to the seller in cash; and (iii) all of the outstanding shares of 6%
Cumulative Convertible Preferred Stock, Series E, par value $0.01 per share
(together with the Series D Preferred Stock, the "Preferred Shares") of the
Company at a price of $100.646 per share net to the seller in cash. Each Share
or Preferred Share not acquired by Purchaser pursuant to the Offer will be
exchanged for the same consideration payable pursuant to the Offer in cash
upon the merger (the "Merger") of Purchaser into the Company, which will occur
as soon as practicable following the consummation of the Offer.
Consummation of the Offer is subject to a number of conditions
including, among others, that there is a tender of such number of Shares and
Preferred Shares as represents at least a majority of the outstanding Shares of
the Company on a fully diluted basis assuming conversion of all outstanding
options and securities convertible into Shares including Preferred Shares.
The Board of Directors of the Company has unanimously determined that
the consideration to be paid for each Share and Preferred Share in the Offer and
the Merger is fair to the stockholders of the Company and that the Offer and the
Merger are otherwise fair to and in the best interests of the Company and its
stockholders, has approved and adopted the Merger Agreement and the transactions
contemplated thereby, including the Offer and the Merger, and recommends that
all holders of Shares and Preferred Shares accept the Offer and tender their
Shares and Preferred Shares pursuant to the Offer.
<PAGE>
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired: None
(b) Pro Forma Financial Information: None
(c) Exhibits:
1. Agreement and Plan of Merger, dated as of
November 30, 1995, among The Broken Hill
Proprietary Company Limited, BHP Holdings
(USA) Inc., BHP Sub Inc. and Magma Copper
Company. (incorporated herein by reference from
exhibit 1 to the Company's Solicitation/
Recommendation Statement on Schedule 14D-9, filed
with the Securities and Exchange Commission on
December 5, 1995)
2. Joint Press Release, dated as of November 30, 1995,
between Magma Copper Company and BHP. (incorporated
herein by reference from exhibit 6 to the Company's
Solicitation/Recommendation Statement on Schedule
14D-9, filed with the Securities and Exchange Commission
on December 5, 1995)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act, of
1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
MAGMA COPPER COMPANY
Date: December 7, 1995 By: /s/ Bradford A. Mills_
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Name: Bradford A. Mills
Title: Executive
Vice President
