AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON February 29, 1996.
Registration No. 33-26294
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
POST-EFFECTIVE AMENDMENT NO. 5
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
BHP COPPER INC.
(Exact name of registrant as specified in its charter)
Delaware 86-0219794
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
-----------------------------
7400 N. Oracle Rd., Suite 200
Tucson, Arizona 85704
(520) 575-5600
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
-----------------------------
Douglas J. Purdom
Chief Financial Officer
7400 N. Oracle Rd., Suite 200
Tucson, Arizona 85704
(520) 575-5600
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
-----------------------------
Copy to:
Stephen D. Pidgeon
Snell & Wilmer L.L.P.
One Arizona Center
Phoenix, Arizona 85004-0001
(602) 382-6252
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<PAGE>
POST-EFFECTIVE AMENDMENT NO. 5
------------------------------
Pursuant to a Registration Statement on Form S-3, Registration No.
33-26294 (the "Registration Statement"), BHP Copper Inc., formerly Magma Copper
Company (the "Company"), registered for sale from time to time 4,250,000 shares
of Class B common stock issuable upon the exercise of up to 4,250,000 seven-year
warrants issued by the Company. In 1992, each outstanding share of the Company's
Class B common stock and its Class A common stock was reclassified and converted
into one share of a single class of common stock. The Company hereby withdraws
from registration all the shares of common stock remaining unsold under the
Registration Statement as of the date of this Post-Effective Amendment No. 5.
2
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. List of Exhibits.
Exhibit No. Description
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24.1 Power of Attorney
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 5 to this Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Tucson, State of Arizona, on February 28, 1996.
BHP COPPER INC.
By: /s/ Douglas J. Purdom
---------------------
Douglas J. Purdom
Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 5 to this Registration Statement has been signed by
the following persons in the capacity and on the dates indicated.
Signature Title Date
--------- ----- ----
* President and Chief February __,
- ------------------- Executive Officer 1996
J. Burgess Winter
/s/ Douglas J. Purdom Vice President and February 28,
- --------------------- Chief Financial Officer 1996
Douglas J. Purdom (Principal Financial and
Accounting Officer)
* Director February __,
- -------------------
T. Rognald Dankmeyer 1996
* Director February __,
- -------------------
Donald E. Egan 1996
* Director February __,
- -------------------
Stefano Giorgini 1996
*By /s/ Douglas J. Purdom
---------------------
Douglas J. Purdom
Attorney-in-fact
4
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints J. Burgess Winter, Douglas J. Purdom and
Andrew A. Brodkey, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
to the following registration statements filed with the Securities and Exchange
Commission on behalf of Magma Copper Company, a Delaware corporation (the
"Company"):
Form S-3 Form S-8
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33-60501 33-21344
33-53021 33-35566
33-52857 33-35569
33-26294 33-47910
33-64766
33-66498
33-66500
as necessary to terminate such registration statements and to deregister the
securities remaining unsold thereunder, and to file such amendments, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person hereby ratifying and confirming all that said attorneys-in-fact and
agents, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
This power of attorney has been signed below by the following persons
in their capacities and on the dates indicated below.
Signature Title Date
--------- ----- ----
/s/ J. Burgess Winter President, Chief February 13,
- ----------------------
J. Burgess Winter Executive Officer, 1996
/s/ Douglas J. Purdom Vice President and Chief February 13,
- ----------------------
Douglas J. Purdom Financial Officer 1996
(Principal Financial and
Accounting Officer
/s/ T. Rognald Dankmeyer Director February 9,
- ------------------------
T. Rognald Dankmeyer 1996
/s/ Donald E. Egan Director February 9,
- -------------------
Donald E. Egan 1996
/s/ Stefano Giorgini Director February 9,
- --------------------
Stefano Giorgini 1996
