<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
SCHEDULE 14D-1
Final Amendment
and
SCHEDULE 13D
Final Amendment
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
---------------
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
$0.1 PAR VALUE
6% CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES E
$0.01 PAR VALUE
559177 20 9
---------------
(CUSIP NUMBER OF COMMON STOCK)
559117 30 8
---------------
(CUSIP NUMBER OF SERIES D PREFERRED STOCK)
559 117 30 7
---------------
(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
---------------
Page 1 of 4 Pages
THE EXHIBIT INDEX IS LOCATED ON PAGE 4
<PAGE>
This Statement constitutes the Final Amendment to the Tender Offer
Statement on Schedule 14D-1, dated December 5, 1995, (and, in accordance with
instruction E to Schedule 14D-1, the Final Amendment to the Schedule 13D, dated
January 15, 1996) 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 (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 Stock, Series E, par value $0.01 per shares (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. Termination of Tender Offer. The tender offer expired on January 4,
---------------------------
1996, at midnight, New York City time. On January 5, 1996, Purchaser announced
that it would accept for payment all Shares validly tendered pursuant to the
Offer. As of January 18, 1996, Purchaser held of record 51,000,543 Common
Shares, 1,248,462 Series D Preferred Shares and 1,443,232 Series E Preferred
Shares representing 97.9%, 99.6% and 99.7% of the aggregate shares outstanding
of each class, respectively. These shares include all of the Shares that were
tendered and accepted pursuant to the Offer and additional Shares consisting of
17,500 Series D Preferred Shares (representing 1.31% of such Shares) and 25,800
Series E Preferred Shares (representing 1.76% of such Shares) which were offered
by a single holder on January 10, 1996 and purchased at the same price and on
the same terms as Shares timely tendered. On January 18, 1996, BHP Sub Inc. was
merged with and into Company, whereupon BHP Peru Holdings Inc. became the
sole shareholder of the Company.
2. Item 10 is hereby amended to add the following to paragraph (f) and
to reletter all previous amendments to Item 10 so that they appear ad seriatim
-- --------
to paragraph (f), except for the information contained in Amendment No. 1:
Item 10. Additional Information
----------------------
(j) On Friday, January 19, 1996, BHP issued a press release, a copy of
which is annexed hereto as Exhibit (g)(5) and incorporated herein by reference.
3. Item 11 is hereby amended to add the following and to reletter all
previous exhibits so that they appear ad seriatim:
-- --------
Item 11. Material to be Filed as Exhibits
--------------------------------
(g)(5) Form of Press Release, issued January 19, 1996.
<PAGE>
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 23, 1996
BHP SUB INC.
By: /s/ T. Rognald Dankmeyer
--------------------------------
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
Title: Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE NO.
- ------- ------------------------------ --------
g(5) Form of Press Release, issued
January 19, 1996
<PAGE>
EXHIBIT 99.(g)(5)
[LOGO] BHP
NEWS RELEASE
BHP Completes Merger With Magma
-------------------------------
San Francisco, California--January 19, 1996--The Broken Hill Proprietary
Company Limited announced today that its subsidiary complete its merger with
Magma Copper Company on January 18, 1996.
Media inquiries: Jay Rhodes, San Francisco (415) 774 2449 (work)
(415) 567-3600 (home)
Investor inquiries: Pierre Hirsch, San Francisco (415) 774 2030 (work)
