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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
Amendment No.4
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)
559117 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. 4 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 (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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* * *
(i) On Friday, January 12, 1996, BHP issued a press release, a copy of which is
annexed hereto as Exhibit (g)(3) and incorporated herein by reference. Because
the Series D Preferred Shares and Series E Preferred Shares are convertible at
any time into Common Shares, the number of shares outstanding of any class is
subject to change.
Item 11. Material to be Filed as Exhibits
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(g)(3) Form of Press Release, issued January 12, 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 17, 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.
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g(3) Form of Press Release, issued
January 12, 1996
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EXHIBIT (g)(3)
BHP Merger With Magma
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San Francisco--January 12, 1996--The Broken Hill Proprietary Company Limited
announced today that its subsidiary has acquired approximately 97 percent of all
the stock of Magma Copper Company (on a fully diluted basis) including more than
90 percent of each class of stock which will allow it to complete its merger
with Magma next week. As of now approximately 400,000 shares of common stock
remain outstanding.
The next step will be the integration of BHP and Magma's copper operations to
form the BHP Copper Group led by Magma's President and CEO, Mr. J. Burgess
Winter.
For further information contact:
BHP Media: Jay Rhodes, San Francisco (415) 774-2449 (work)
(415) 567-3600 (home)
BHP Investors: Pierre Hirsch, San Francisco (415) 774-2030 (work)
Magma: Robbie Stephen, Tucson (520) 575-5710 (work)
Sandy Cole, Tucson (520) 575-4758 (work)
