<PAGE>
PRIVILEGED AND CONFIDENTIAL
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Magma Copper Company
------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
559177 20 9
-----------------
(CUSIP Number)
5-5/8% Cumulative Convertible
Preferred Stock, Series D
-------------------------
(Title of Class of Securities)
559177 30 8
-----------------
(CUSIP Number)
6% Cumulative Convertible
Preferred Stock, Series E
-------------------------
(Title of Class of Securities)
559177 40 7
-----------------
(CUSIP Number)
Joseph Handros
Arnold & Porter
399 Park Avenue
New York, NY 10022
(212) 715-1125
- --------------------------------------------------------------------------------
(Name, address and telephone number of persons authorized
to receive notices and communications)
January 8, 1996
------------------------------------------------------------------
(Date of Event which requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box: ____
Check the following box if a fee is being paid with this statement: x
-----
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CUSIP NO. 559177 20 9
CUSIP NO. 559177 30 8
CUSIP NO. 559177 40 7
- --------------------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
BHP Sub. Inc. 51-0371135
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) _____
(b) X
-----
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds
AF
- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
Not Applicable
--------------
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware, United States
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares 51,000,596 Common Shares
1,248,462 5-5/8% Cumulative Convertible
Preferred Stock, Series D
1,443,232 6% Cumulative Convertible
Preferred Stock, Series E
-------------------------------------------
Beneficially 8. Shared Voting Power
Owned by 51,000,596 Common Shares
1,248,462 5-5/8% Cumulative Convertible
Preferred Stock, Series D
1,443,232 6% Cumulative Convertible
Preferred Stock, Series E
--------------------------------------------
Each Reporting 9. Sole Dispositive Power
Person With 51,000,596 Common Shares
1,248,462 5-5/8% Cumulative
Convertible Preferred Stock Series D
1,443,232 6% Cumulative Convertible
Preferred Stock, Series E
--------------------------------------------
10. Shared Dispositive Power
51,000,596 Common Shares
1,248,462 5-5/8% Cumulative
Convertible Preferred Stock Series D
1,443,232 6% Cumulative Convertible
2
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Preferred Stock, Series E
----------------------------------------
See also Item 5.
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 51,000,596 Common Shares
1,248,462 Series D Preferred Shares
1,443,232 Series E Preferred Shares See Item 5
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
Not Applicable
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
99.2% Common Shares
93.1% Series D Preferred Shares
90.3% Series E Preferred Shares See Item 5
- --------------------------------------------------------------------------------
14. Type of Reporting Person
HC
- --------------------------------------------------------------------------------
3
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CUSIP NO. 559177 20 9
CUSIP NO. 559177 30 8
CUSIP NO. 559177 40 7
- --------------------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
BHP Holdings (USA) Inc. 13-3197779
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) _____
(b) X
-----
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds
AF
- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
Not Applicable
--------------
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware, United States
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares 51,000,596 Common Shares
1,248,462 5-5/8% Cumulative Convertible
Preferred Stock, Series D
1,443,232 6% Cumulative Convertible
Preferred Stock, Series E
-----------------------------------------
Beneficially 8. Shared Voting Power
Owned by 51,000,596 Common Shares
1,248,462 5-5/8% Cumulative Convertible
Preferred Stock, Series D
1,443,232 6% Cumulative Convertible
Preferred Stock, Series E
-----------------------------------------
Each Reporting 9. Sole Dispositive Power
Person With 51,000,596 Common Shares
1,248,462 5-5/8% Cumulative
Convertible Preferred Stock, Series D
1,443,232 6% Cumulative Convertible
Preferred Stock, Series E
-----------------------------------------
10. Shared Dispositive Power
51,000,596 Common Shares
1,248,462 5-5/8% Cumulative
Convertible Preferred Stock, Series D
1,443,232 6% Cumulative Convertible
Preferred Stock, Series E
-----------------------------------------
4
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See also Item 5.
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 51,000,596 Common Shares
1,248,462 Series D Preferred Shares
1,443,232 Series E Preferred Shares See Item 5
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
Not Applicable
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
99.2% Common Shares
93.1% Series D Preferred Shares
90.3% Series E Preferred Shares See Item 5
- --------------------------------------------------------------------------------
14. Type of Reporting Person
HC
- --------------------------------------------------------------------------------
5
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CUSIP NO. 559177 20 9
CUSIP NO. 559177 30 8
CUSIP NO. 559177 40 7
- --------------------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
BHP Peru Holdings Inc. 51-0371136
- --------------------------------------------------------------------------------
2. Check
the Appropriate Box if a Member of a Group
(a) _____
(b) X
-----
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds
AF
- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
Not Applicable
--------------
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware, United States
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares 51,000,596 Common Shares
1,248,462 5-5/8% Cumulative Convertible
Preferred Stock, Series D
1,443,232 6% Cumulative Convertible
Preferred Stock, Series E
---------------------------------------
Beneficially 8. Sole Voting Power
Owned by 51,000,596 Common Shares
1,248,462 5-5/8% Cumulative Convertible
Preferred Stock, Series D
1,443,232 6% Cumulative Convertible
Preferred Stock, Series E
---------------------------------------
Each Reporting 9. Sole Dispositive Power
Person With 51,000,596 Common Shares
1,248,462 5-5/8% Cumulative
Convertible Preferred Stock Series D
1,443,232 6% Cumulative Convertible
Preferred Stock, Series E
---------------------------------------
10. Shared Dispositive Power
51,000,596 Common Shares
1,248,462 5-5/8% Cumulative
Convertible Preferred Stock Series D
1,443,232 6% Cumulative Convertible
6
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Preferred Stock, Series E
----------------------------------------
See also Item 5.
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 51,000,596 Common Shares
1,248,462 Series D Preferred Shares
1,443,232 Series E Preferred Shares See Item 5
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
Not Applicable
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
99.2% Common Shares
93.1% Series D Preferred Shares
90.3% Series E Preferred Shares See Item 5
- --------------------------------------------------------------------------------
14. Type of Reporting Person
HC
- --------------------------------------------------------------------------------
7
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CUSIP NO. 559177 20 9
CUSIP NO. 559177 30 8
CUSIP NO. 559177 40 7
- --------------------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Not Applicable
The Broken Hill Proprietary Company Limited
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) _____
(b) X
-----
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds
AF
- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
Not Applicable
--------------
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Victoria, Australia
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares 51,000,596 Common Shares
1,248,462 5-5/8%
Cumulative Convertible
Preferred Stock, Series D
1,443,232 6% Cumulative Convertible
Preferred Stock, Series E
-----------------------------------------
Beneficially 8. Shared Voting Power
Owned by 51,000,596 Common Shares
1,248,462 5-5/8% Cumulative Convertible
Preferred Stock, Series D
1,443,232 6% Cumulative Convertible
Preferred Stock, Series E
-----------------------------------------
Each Reporting 9. Sole Dispositive Power
Person With 51,000,596 Common Shares
1,248,462 5-5/8% Cumulative
Convertible Preferred Stock, Series D
1,443,232 6% Cumulative Convertible
Preferred Stock, Series E
-----------------------------------------
10. Shared Dispositive Power
51,000,596 Common Shares
1,248,462 5-5/8% Cumulative
Convertible Preferred Stock Series D
1,443,232 6% Cumulative Convertible
Preferred Stock, Series E
-----------------------------------------
8
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Preferred Stock, Series E
----------------------------------------
See also Item 5.
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 51,000,596 Common Shares
1,248,462 Series D Preferred Shares
1,443,232 Series E Preferred Shares See Item 5
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
Not Applicable
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
99.2% Common Shares
93.1% Series D Preferred Shares
90.3% Series E Preferred Shares See Item 5
- --------------------------------------------------------------------------------
14. Type of Reporting Person
CO
- --------------------------------------------------------------------------------
9
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SCHEDULE 13D
RELATING TO THE
COMMON STOCK,
5-5/8% CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES D
AND
6% CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES E
OF
MAGMA COPPER COMPANY
Item 1. Security and Issuer.
- ---------------------------
This Schedule 13D relates to the (i) Common Stock, $0.01 par value (the
-
"Common Shares"), (ii) 5-5/8% Cumulative Convertible Preferred Stock, Series D,
--
$0.01 par value (the "Series D Preferred Shares") and (iii) 6% Cumulative
---
Convertible Preferred Stock, Series E, $0.01 par value (the "Series E Preferred
Shares", together with the Series D Preferred Shares and the Common Shares, the
"Shares") each of Magma Copper Company (the "Issuer"). The principal executive
office of the Company is located at 7400 North Oracle Road, Suite 200 Tucson,
Arizona 85704.
Item 2. Identity and Background.
- -------------------------------
BHP Sub Inc. ("Purchaser") is a Delaware Corporation, with its principal
place of business at 550 California Street, San Francisco, California 94104. To
date, Purchaser has not, and is not expected to, conduct any business other than
incident to the formation, the execution and delivery of the Merger Agreement
(as defined below) and the consumation of the Offer (as defined below) and the
Merger (as defined below). Purchaser is a direct wholly owned subsidiary of BHP
Peru Holdings Inc. ("New Sub"), a Delaware corporation, with its principal
place of business at 550 California Street, San Francisco, California 94104.
New Sub is a direct wholly owned subsidiary of BHP Holdings (USA) Inc. ("Sub"),
a Delaware corporation, with its principal business address at 900 Market
Street, Suite 200, Wilmington, Delaware 19801. Each of New Sub and Sub is a
holding company and conducts no operations other than holding the securities of
other operating companies. Sub is a subsidiary of The Broken Hill Proprietary
Company Limited ("BHP"), a Victoria Australia corporation, with its principal
business at BHP Tower, Bourke Place, 600 Bourke Street, Melbourne, Victoria 3000
Australia. BHP is a major international resources company which has its
headquarters in Australia and operations in over 20 countries. BHP's three
principal areas of business are minerals exploration and production (principally
coal, iron ore, copper concentrate and manganese ore), hydrocarbon exploration,
production and refining and steel production.
(d) None
(e) None
Item 3. Source and Amount of Funds or Other Consideration.
- ---------------------------------------------------------
10
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Purchaser has estimated that the total amount of funds required by
Purchaser to purchase the Shares pursuant to the Offer (as defined below) and
the Merger (as defined below) and to pay related fees and expenses will be
approximately U.S.$1.83 billion, of which approximately $1.64 billion was paid
to purchase the Shares that are the subject of this report. BHP has obtained
such funds through intercompany funding arrangements.
The cash needs of the BHP group of companies (the "BHP Group") are
generally financed through arrangements with BHP Finance Limited ("BFL"), a
wholly owned subsidiary of BHP. BFL in turn may, from time to time, borrow
funds pursuant to its general corporate financing program.
BFL has access to a variety of sources of financing including a number of
credit agreements and standby facilities. BFL has access to additional
financing through a number of major banks with whom it has working
relationships. In order to meet the forecasted general corporate cash needs of
the BHP Group (including cash which may be used to purchase the Shares pursuant
to the Offer), BFL has recently entered into additional loan agreements in an
aggregate amount of approximately Australian Dollars ("A$") $2 billion. The
maturities of BFL's borrowings generally vary from one to ten years and the
interest rates are generally linked to LIBOR or Australian Bank Bill Rates, and
generally are payable at periods of one, three or six months.
All current and anticipated borrowings of BFL are unsecured; however, the
payment obligations of BFL are guaranteed by BHP. It is expected that the cash
flow of the BHP Group, in the ordinary course of business, will be sufficient to
enable BFL to repay its borrowings.
Item 4. Purpose of Transaction.
- ------------------------------
The Shares that are the subject of this filing were acquired by Purchaser
in furtherance of the purposes of the Agreement and Plan of Merger dated as of
November 30, 1995 (the "Merger Agreement") by and among BHP, Sub, Purchaser and
the Issuer, which provides for the acquisition by Purchaser of all of the issued
and outstanding capital stock of the Issuer and the merger (the "Merger") of
Purchaser with and into the Issuer. The Purchaser, having acquired at least 90%
of the outstanding Shares of each class of capital stock of the Issuer, intends
to consummate a merger with and into the Issuer in accordance with Section 253
of the Delaware General Corporation Law. Upon comsummation of the Merger, the
Issuer would be an indirect wholly owned subsidiary of BHP. The Merger Agreement
is filed hereunder as Exhibit 1 and is incorporated herein by reference.
11
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Item 5. Interest in Securities of the Issuer.
- --------------------------------------------
(a) Each of the reporting persons beneficially owns 51,000,596 Common
Shares, 1,248,462 Series D Preferred Shares and 1,443,232 Series E Preferred
Shares which shares represent 99.2%, 93.1% and 90.3%, respectively, of the
shares of each such class of stock outstanding. In the aggregate, the Shares
that are the subject of this filing represent approximately 97.9% of the Common
Shares on a fully diluted basis, assuming full conversion of the Preferred
Shares into the Common Shares.
(b) Each of the reporting persons has the sole power to vote and dispose of
all of the Shares listed in item (a).
(c) On December 5, 1995 the Purchaser commenced, in accordance with the
Merger Agreement, a tender offer (the "Offer") for all of the (i) Common Shares
at a price of $28.00 per Share (ii) Series D Preferred Shares at a price of
$96.544 per Share and (iii) Series E Preferred Shares at a price of $100.646 per
Share. The Offer expired at 12:00 a.m. on January 4, 1996. On January 5, 1996,
Purchaser announced that it would accept for payment all Shares validly tendered
pursuant to the Offer. The Shares that are the subject of this report 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.
Item 6. Contracts, Arrangements, Understandings or Relationships with
- ----------------------------------------------------------------- ----
Respect to Securities of the Issuer.
- -----------------------------------
Purchaser, Sub, BHP and the Issuer entered into the Merger Agreement,
which provides, among other things, that as soon as practical after the purchase
of the Shares pursuant to the Offer and the satisfaction of the other conditions
set forth in the Merger Agreement, Purchaser will be merged with and into the
Issuer.
The foregoing description of the Merger Agreement is qualified in its
entirety by reference to the Merger Agreement, which is attached hereto as
Exhibit 1, and is incorporated by reference.
Item 7. Material to be Filed as Exhibits
- ----------------------------------------
1. Merger Agreement, dated as of November 30, 1995, by and among
Purchaser, Sub, BHP and the Issuer.
12
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
each reporting person named below, each such reporting person certifies that the
information set forth in this statement is true, complete and correct. Each of
the undersigned reporting persons hereby agrees that this statement be and
hereby is filed on behalf of each such reporting person.
BHP SUB INC.
By: /s/ T. Rognald Dankmeyer
--------------------------------------
Name: T. Rognald Dankmeyer
Title: Vice President
BHP PERU HOLDINGS INC.
By: /s/ T. Rognald Dankmeyer
---------------------------
Name:
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
Dated: January 12, 1996
13
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SCHEDULE I
----------
Set forth below is the name, position and present principal occupation of
each of the directors and executive officers of BHP Sub Inc. ("Purchaser"), BHP
Peru Holdings Inc. ("New Sub"), BHP Holdings (USA) Inc. ("Sub") and The Broken
Hill Proprietary Company Limited ("BHP").
A. DIRECTORS AND EXECUTIVE OFFICERS OF BHP
The following table sets forth the name, citizenship, present principal
occupation or employment, and material occupations, positions, offices or
employment for the past five years of each director and executive officer of
BHP. All of the Executive Directors, with the exception of Mr. O'Connor, and the
executive officers who are not directors, have been employed by BHP for more
than five years. The business address of each such person, unless otherwise
indicated, is BHP Tower, 600 Bourke Street, Melbourne 3000, Victoria, Australia.
1. DIRECTORS
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND FIVE-YEAR
NAME EMPLOYMENT HISTORY
---- ----------------------------
Brian T. Loton Mr. Loton, an Australian citizen, has been a
director of BHP since 1976, and has been
Chairman of the Board since 1992. He served
as Deputy Chairman from 1989 to 1992 and was
Managing Director and Chief Executive Officer
from 1984 to 1991. He is also Vice Chairman
of National Australia Bank Ltd., a director
of Amcor Ltd., and a director of Australian
Foundation Investment Company Ltd.
John B. Prescott Mr. Prescott, an Australian citizen, has been
a director of BHP since 1989. He has also
served as Managing Director and Chief
Executive Officer
14
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of BHP since 1991.
John B. Reid Mr. Reid, an Australian citizen, has served
as a director of BHP since 1972. He has
served for the past five years as Chairman
of James Hardie Industries Ltd., a
manufacturing company. He is also a director
of Focus Publications Ltd. His business
address is 65 York Street, Sydney 2000, New
South Wales, Australia.
John B. Gough Mr. Gough, an Australian citizen, has been a
director of BHP since 1984. For the past five
years he has served as Chairman of Pacific
Dunlop Limited, a marketing and distribution
company. He is also Chairman of Australia &
New Zealand Banking Group Ltd. and a director
of CSR Ltd. His business address is 101
Collins Street, Melbourne 3000, Victoria,
Australia.
David W. Rogers Mr. Rogers, an Australian citizen, has been a
director of BHP since 1987. From 1984 to
1993, Mr. Rogers was a Senior Partner at
Arthur Robinson & Hedderwicks, Solicitors,
and since 1993 has been a Consultant to
Arthur Robinson & Hedderwicks. For the past
five years, Mr. Rogers has been a director of
the AMP Society, a life insurance company,
and of Amcor Paper Group, a division of Amcor
Limited, a paper manufacturer. He is also the
Chairman of Woodside Petroleum Limited. His
business address is 550 Collins Street,
Melbourne 3000, Victoria, Australia.
Geoffrey E. Heeley Mr. Heeley, an Australian citizen, has been
an Executive Director of BHP since 1988 and
Executive General Manager, Finance, of BHP
since 1984. He is also a director of Metal
Manufactures Ltd., a director of ICI
Australia Ltd. and a director of Victorian
Clinical Genetics Services Ltd.
David J. Asimus Mr. Asimus, an Australian citizen, has been a
director of BHP since 1988. He has been
Chancellor of Charles Sturt University, an
educational institution, since 1990. For the
past five years he has been a director of
Rural Press Limited, a publishing company,
and IBJ
15
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Australia Bank, a banking institution. Mr.
Asimus has also been a director of Wesfarmers
Limited, an industrial company, since 1990.
His business address is Alabama, Tumbarumba
Road, Wagga Wagga 2650, New South Wales,
Australia.
Jeremy K. Ellis Mr. Ellis, an Australian citizen, has served
as an Executive Director of BHP and Executive
General Manager of BHP Minerals since 1991.
He is also Chairman of Sandvik Australia Pty.
Ltd.
Ronald J. McNeilly Mr. McNeilly, an Australian citizen, has been
an Executive Director of BHP and Executive
General Manager of BHP Steel since 1991. He
is also a director of BHP New Zealand Steel
Ltd. and of Tubemakers of Australia Ltd.
Margaret A. Jackson Ms. Jackson, an Australian citizen, has been
a director of BHP since 1994. Ms. Jackson has
served for the past five years as Chairman of
the Transport Accident Commission, a
government insurance body. She is also a
director of Australia & New Zealand Banking
Group Ltd., of Pacific Dunlop Ltd., of Qantas
Airways Ltd., and of the Playbox Theatre. Her
business address is 222 Exhibition Street,
Melbourne 3000, Victoria, Australia.
David A. Crawford Mr. Crawford, an Australian citizen, has been
a director of BHP since 1994. Mr. Crawford
has served during the past five years as a
Chartered Accountant at KPMG Peat Marwick, a
chartered accounting firm. His business
address is 161 Collins Street, Melbourne
3000, Victoria, Australia.
John J. O'Connor Mr. O'Connor, an Irish citizen, has been an
Executive Director of BHP and Executive
General Manager of BHP Petroleum since 1994.
Prior to that time, he held various executive
positions with Mobil Oil Company. His
business address is 120 Collins Street,
Melbourne 3000, Victoria, Australia.
John C. Conde Mr. Conde, an Australian citizen, has been a
director of BHP since March 1995. From 1988
to 1995 he served as Chairman of Pacific
Power,
16
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the Electricity Commission of New South
Wales. He is also Chairman and Managing
Director of Broadcast Investments Pty. Ltd.,
Chairman of the Australia Technology Park
Sydney Ltd., Chairman of Radio 2UE Sydney
Pty. Ltd., and a director of Lumley General
Insurance Ltd. His business address is 176
Pacific Highway, Greenwich 2065, New South
Wales, Australia.
Michael A. Chaney Mr. Chaney, an Australian citizen, has been a
director of BHP since May 1995. He also
currently serves as Managing Director of
Wesfarmers Ltd., which provides services and
merchandise to the rural community. Mr.
Chaney was a deputy Managing Director of
Wesfarmers Ltd. from 1990 to 1992. He is also
a director of Gresham Partners Holdings Ltd.
His business address is 40 The Esplanade,
Perth 6000, Western Australia, Australia.
2. EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND FIVE-YEAR
NAME EMPLOYMENT HISTORY
---- ----------------------------
Timothy J. Knott Mr. Knott, an Australian citizen, has been
Corporate Treasurer of BHP since 1995. From
1991 to 1995 he was Corporate General Manager
and Company Secretary of BHP. Mr. Knott
served as Corporate General Manager,
Taxation, of BHP from 1987 to 1991.
Richard A. St. John Mr. St. John, an Australian citizen, has been
General Counsel to BHP since 1988.
Michael W. Gillian Mr. Gillian, a British citizen, has been
Corporate General Manager, Accounting, of BHP
since 1992. From 1983 to 1992, Mr. Gillian
served as Finance Director, coated products
division, of BHP Steel.
Graeme W. McGregor Mr. McGregor, an Australian citizen, has been
Executive General Manager of BHP Service
Companies since September 1992. From
September 1989 to September 1992, Mr.
McGregor served as Group General Manager,
Finance, of BHP Steel.
James E. Lewis Mr. Lewis, an Australian citizen, has been
Executive General Manager,
17
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Corporate Planning and Administration, of
BHP, since December 1993. He is also a
director of the Foster's Brewing Group Ltd.
John R. McGregor Mr. McGregor, an Australian citizen, has been
a Corporate General Manager, Investor
Relations, and Company Secretary of BHP since
February 1995. From 1993 to 1995 he served as
Assistant Secretary and Corporate Manager,
Investor Relations, of BHP. Mr. McGregor
served as Group Manager of BHP Steel from
1987 to 1993.
Ian C. Edney Mr. Edney, an Australian citizen, has served
since 1995 as Corporate General Manager,
Taxation, of BHP. He served from 1993 to 1995
as General Manager, Taxation, and Corporate
Taxation Manager for BHP.
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND FIVE-YEAR
NAME EMPLOYMENT HISTORY
---- ----------------------------
Robert J. Flew Mr. Flew, an Australian citizen, has been
Corporate General Manager, International, of
BHP since June 1995. Until June 1995, he was
Group General Manager, Australian Coal
Division, of BHP. Until October 1994, Mr.
Flew served as a director of Tubemakers of
Australia, a steel pipe and merchandising
company.
B. DIRECTORS AND EXECUTIVE OFFICERS OF SUB
The following table sets forth the name, citizenship, business address,
present principal occupation, positions, offices or employment for the past
five years of each director and executive officer of Sub. The business address
of each such person, unless otherwise indicated, is 900 Market Street, Suite
200, Wilmington, Delaware 19801.
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND FIVE-YEAR
EMPLOYMENT HISTORY, CITIZENSHIP
NAME AND BUSINESS ADDRESS
---- -------------------------------
Daryl F. Collins Mr. Collins, an Australian citizen, is a
director and the President of Sub. Since 1993
he has been Group General Manager, Finance,
for BHP Minerals. He served as General
Commercial Manager of BHP Iron Ore from 1987
to 1993. He is currently a director of Ok
Tedi Mining Ltd., a BHP subsidiary, and a
director of various other BHP subsidiaries.
T. Rognald Dankmeyer Mr. Dankmeyer, a U.S. citizen, is a
18
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Vice President of Sub. He has been Senior
Vice President and General Counsel of BHP
Minerals for more
than five years.
Timothy J. Knott Mr. Knott is the Treasurer of Sub. See above
for additional information.
D.W. Loughridge Mr. Loughridge, a U.S. citizen, is a Vice
President and a director of Sub and the
President of BHP Power. From 1991 to 1994 he
was Group General Manager for BHP Petroleum
(Americas). From 1990 to 1991 he served as
Group General Manager for Finance and
Planning for BHP Petroleum.
E.W. Parker II Mr. Parker, a U.S. citizen, is a Vice
President and a director of Sub. He is
currently Vice President, Legal and
Administration, of and prior to that was
General Counsel to BHP Petroleum (Americas).
Daniel H. Payne Mr. Payne, a U.S. citizen, is a director of
Sub and several other BHP subsidiaries. He
has been the Vice President, Taxation, of BHP
Minerals for the last five years.
Barbara A. Steen Ms. Steen, a U.S. citizen, is a director of
Sub and several other BHP subsidiaries. She
is currently Assistant Vice President and
Secretary of Griffin Corporate Services, Inc.
From 1994 to 1995 she was Assistant Vice
President of Delaware Trust Capital
Management, Inc. From 1992 to 1994 she served
as Relationship Officer, Delaware Trust
Capital Management, Inc., prior to which she
was Assistant Vice President of the Bank of
New York, Delaware. Her business address is
900 Market Street, Suite 200, Wilmington,
Delaware 19801.
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C. DIRECTORS AND EXECUTIVE OFFICERS OF NEW SUB
The following table sets forth the name, citizenship, business address,present
principal occupation, positions, offices or employment for the past five years
of each director and executive officer of New Sub. The business address of each
such person, unless otherwise indicated, is 550 California Street, San
Francisco, California 94104.
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND FIVE-YEAR
EMPLOYMENT HISTORY, CITIZENSHIP
NAME AND BUSINESS ADDRESS
---- -------------------------------
Daryl F. Collins Mr. Collins, an Australian citizen, is a
director and the President of Sub. Since 1993
he has been Group General Manager, Finance,
for BHP Minerals. He served as General
Commercial Manager of BHP Iron Ore from 1987
to 1993. He is currently a director of Ok
Tedi Mining Ltd., a BHP subsidiary, and a
director of various other BHP subsidiaries.
T. Rognald Dankmeyer Mr. Dankmeyer, a U.S. citizen, is a Vice
President of Sub. He has been Senior Vice
President and General Counsel of BHP Minerals
for more than five years.
Timothy J. Knott Mr. Knott is the Treasurer of Sub. See above
for additional information.
D.W. Loughridge Mr. Loughridge, a U.S. citizen, is a Vice
President and a director of Sub and the
President of BHP Power. From 1991 to 1994 he
was Group General Manager for BHP Petroleum
(Americas). From 1990 to 1991 he served as
Group General Manager for Finance and
Planning for BHP Petroleum.
E.W. Parker II Mr. Parker, a U.S. citizen, is a Vice
President and a director of Sub. He is
currently Vice President, Legal and
Administration, of and prior to that was
General Counsel to BHP Petroleum (Americas).
Daniel H. Payne Mr. Payne, a U.S. citizen, is a director of
Sub and several other BHP subsidiaries. He
has been the Vice President, Taxation, of BHP
Minerals for the last five years.
Barbara A. Steen Ms. Steen, a U.S. citizen, is a director of
Sub and several other BHP subsidiaries. She
is currently Assistant Vice President and
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Secretary of Griffin Corporate Services, Inc.
From 1994 to 1995 she was Assistant Vice
President of Delaware Trust Capital
Management, Inc. From 1992 to 1994 she served
as Relationship Officer, Delaware Trust
Capital Management, Inc., prior to which she
was Assistant Vice President of the Bank of
New York, Delaware. Her business address is
900 Market Street, Suite 200, Wilmington,
Delaware 19801.
D. DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER
The following table sets forth the name, present principal occupation,
position, offices or employment for the past five years of each director and
executive officer of BHP Sub Inc., ("Purchaser"). The business address of each
such person is 550 California Street, San Francisco, California 94104.
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT, FIVE-YEAR
NAME EMPLOYMENT HISTORY AND CITIZENSHIP
---- ----------------------------------
T. Rognald Dankmeyer Mr. Dankmeyer is a director and Vice
President of Purchaser. See above for
more information.
Donald E. Egan Mr. Egan, a U.S. citizen, is a director
and President of Purchaser. He has been
Manager of Planning and Development of
BHP Copper since January 1995. From
1993 to 1995 he served as Manager of
Strategic Planning at BHP Minerals.
From 1992 to 1993, Mr. Egan served as
Vice President, Finance, of Minera
Escondida Limitada ("Escondida"), a
Chilean mining company and subsidiary
of BHP. From 1990 to 1992, Mr. Egan was
Vice President, Marketing, of
Escondida.
Stefano Giorgini Mr. Giorgini, an Australian citizen, is
a director and Vice President of
Purchaser. He has been Manager of
Finance, New Business Development, of
BHP Minerals since February 1995. From
1991 to 1995 he served as Manager of
Finance of Long Products, a division of
BHP Steel. From 1989 to 1991, he was a
Senior Financial Analyst of BHP Steel.
Since 1991, Mr. Giorgini has served as
the director of several BHP
subsidiaries.
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