MAGMA COPPER CO
POS AM, 1996-02-29
PRIMARY SMELTING & REFINING OF NONFERROUS METALS
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     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON February 29, 1996.
                                                       Registration No. 33-60501
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                         POST-EFFECTIVE AMENDMENT NO. 1

                                    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

================================================================================
<PAGE>



                         POST-EFFECTIVE AMENDMENT NO. 1
                         ------------------------------

         Pursuant to a  Registration  Statement  on Form S-3,  Registration  No.
33-60501,  effective August 17, 1993 (the "Registration Statement"),  BHP Copper
Inc.,  formerly Magma Copper Company (the  "Company"),  registered for sale from
time to time an  indeterminate  amount of preferred  stock,  depository  shares,
preferred stock warrants,  common stock, common stock warrants, debt securities,
and debt warrants (the  "Securities"),  up to a total aggregate initial offering
price for all Securities  combined not to exceed U.S.  $200,000,000  (the "Shelf
Registration").  As of the  date  of this  Post-Effective  Amendment  No.  1, no
Securities  have been sold  under  the  Shelf  Registration,  leaving a total of
$200,000,000 of such Securities  remaining unsold.  The Company hereby withdraws
from  registration  all  such  Securities   remaining  unsold  under  the  Shelf
Registration as of the date of this Post-Effective Amendment No. 1.


                                        2

<PAGE>



                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16.  List of Exhibits.

         Exhibit No.                Description
         ----------                 -----------

            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. 1 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. 1 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

                                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
             --------                                   --------

             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. Rognold 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



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