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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
AMENDMENT NO. 3
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 4 PAGES
THE EXHIBIT INDEX IS LOCATED ON PAGE 4
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This Statement constitutes Amendment No. 3 to the Tender Offer Statement
on Schedule 14D-1, dated December 5, 1995, filed by BHP Sub Inc., a Delaware
corporation ("Purchaser"), which is an indirect 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 (the "Common
Shares"), (2) all outstanding shares of 5 5/8% Cumulative Convertible Preferred
Stock, Series D, par value $0.01 per share (the "Series D Preferred Shares") and
(3) all outstanding shares of 6% Cumulative Convertible Preferred Stock, Series
E, par value $0.01 per share (the "Series E Preferred Shares"), 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 paragraphs (g) and
(h) thereof:
Item 10. Additional Information
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* * *
(g) The Offer expired in accordance with its terms at 12:00 midnight on January
4, 1995. On January 5th, Purchaser announced that it would accept for
payment all shares that were validly tendered pursuant to the Offer. As of
January 8, 1996 Purchaser has accepted for payment Shares representing
approximately 97% of the Shares on a fully diluted basis assuming
conversion of all Preferred Shares .
(h) On Friday, January 5, 1996, BHP issued a press release, a copy of which is
annexed hereto as Exhibit (g)(2) and incorporated herein by reference.
(i) On Tuesday, January 9, 1996, BHP issued a press release, a copy of which is
annexed hereto as Exhibit (g)(3) and incorporated herein by reference
Item 11. Material to be Filed as Exhibits
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(g)(2) Form of Press Release, issued January 5, 1996.
(g)(3) Form of Press Release, issued January 9, 1996.
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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: January 10, 1996
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
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE NO.
- ------- --------------------------------------- --------
g(2) Form of Press Release, issued
January 5, 1996
g(3) Form of Press Release, issued
January 9, 1996
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EXHIBIT g(2)
The Broken Hill Proprietary Company Limited (BHP) and the Magma Copper
Company (Magma) today announced the successful completion of a BHP subsidiary's
tender for the stock of Magma.
BHP has accepted for payment all outstanding Magma shares properly tendered
pursuant to the tender offer, which expired at 12:00 midnight, New York City
time, on January 4, 1996. These shares represent about 87 per cent of the
outstanding Magma common stock on a fully diluted basis (including the preferred
shares as if they had been converted into common stock) and BHP is now in a
position to effect the merger.
BHP Minerals CEO, Mr. J. K. (Jerry) Ellis, said: "We are pleased with the
timely and successful conclusion of the tender. BHP now has a majority of Magma
shares and steps will be taken to complete the merger of Magma and the BHP
subsidiary."
Burgess Winter, Magma's President and Chief Executive Officer, said: "The
merger shall position the newly formed BHP Copper Group with both the financial
and strategic strength to effect an accelerated growth plan. BHP cooper will
serve all of the world's major copper markets and has the management expertise
to capitalize on the many synergistic benefits and new opportunities which arise
from the merger."
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EXHIBIT g(3)
The Broken Hill Proprietary Company Limited (BHP) and Magma Copper
Company (Magma) have made a joint request to the New York Stock Exchange to
continue to delay trading in Magma's Common stock and preferred stock (Series D
and Series E), pending final tally of stock tendered in BHP's offer to purchase
all of Magma's outstanding equity securities which commenced on Dec. 5, 1995 and
was concluded on Jan. 4, 1996.
Based upon a preliminary update of the amount of stock tendered, the
Depository and Registrar now report that approximately 97 percent of Magma's
fully diluted common stock has been tendered in the offer. The Depositary and
Registrar are endeavoring to complete a final tally as soon as possible.
