<PAGE> 1
As filed with the Securities and Exchange Commission on December 2, 1999
Registration No. 333-86061
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 4
ON FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933*
----------------
PHELPS DODGE CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 13-1808503
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2600 NORTH CENTRAL AVENUE
PHOENIX, AZ 85004
(Address of Principal Executive Offices
including Zip Code)
MANAGEMENT INCENTIVE PROGRAM OF CYPRUS AMAX MINERALS COMPANY
1994 MANAGEMENT INCENTIVE PROGRAM OF CYPRUS AMAX MINERALS COMPANY AND ITS
PARTICIPATING SUBSIDIARIES
STOCK PLAN FOR NON-EMPLOYEE DIRECTORS OF CYPRUS AMAX MINERALS COMPANY
(Full title of the Plans)
S. DAVID COLTON
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
2600 NORTH CENTRAL AVENUE
PHOENIX, ARIZONA 85004
(602) 234-8100
(Name, address and telephone number, including area code, of agent for service)
* Filed as a Post-Effective Amendment on Form S-8 to such Form S-4 Registration
Statement pursuant to the procedure described herein. See "Introductory
Statement."
<PAGE> 2
INTRODUCTORY STATEMENT
Phelps Dodge Corporation ("Phelps Dodge" or the "Company")
hereby amends its Registration Statement on Form S-4 (Registration No.
333-86061) (the "Form S-4") by filing this Post-Effective Amendment No. 4 on
Form S-8 (the "Post-Effective Amendment") relating to the sale of up to
2,872,746 shares of common stock, par value $6.25 per share, of Phelps Dodge
("Phelps Dodge Common Stock") issuable upon the exercise of stock options and
warrants granted under the Management Incentive Program of Cyprus Amax
Minerals Company, the 1994 Management Incentive Program of Cyprus Amax Minerals
Company and Its Participating Subsidiaries and the Stock Plan for Non-Employee
Directors of Cyprus Amax Minerals Company (collectively, the "Plans").
On December 2, 1999, Cyprus Amax Minerals Company, a Delaware
corporation ("Cyprus Amax"), was merged with and into CAV Corporation, a
Delaware corporation and a wholly owned subsidiary of Phelps Dodge ("CAV"). As a
result of such merger (the "Merger"), each outstanding share (other than shares
owned by Phelps Dodge or Cyprus Amax or their subsidiaries) of common stock, no
par value, of Cyprus Amax ("Cyprus Amax Common Stock") has been converted into
the right to receive 0.3500 shares of Phelps Dodge Common Stock. In addition,
each outstanding option issued pursuant to the Plans will no longer be
exercisable for shares of Cyprus Amax Common Stock, but instead will constitute
an option to purchase the number of shares of Phelps Dodge Common Stock equal to
the product of (x) the number of shares of Cyprus Amax Common Stock for which
such option was exercisable immediately prior to the effective time of the
Merger and (y) 0.3500. The exercise price per share shall be equal to the
exercise price per share for such option immediately prior to the effective time
of the Merger divided by 0.3500.
The designation of the Post-Effective Amendment as
Registration No. 333-86061 denotes that the Post-Effective Amendment relates
only to the shares of Phelps Dodge Common Stock issuable on the exercise of
stock options under the Plans and that this is the fourth Post-Effective
Amendment to the Form S-4 filed with respect to such shares.
-2-
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Incorporated by reference in this Registration Statement are
the following documents heretofore filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"):
(a) The Company's annual report on Form 10-K for the year
ended December 31, 1998 (including revised
information regarding the Company's exploration and
mining properties set forth in Schedule B to the
Company's Definitive Proxy Statement, dated September
13, 1999, for the special meeting of Phelps Dodge
stockholders held on October 13, 1999);
(b) The Company's quarterly reports on Form 10-Q for the
periods ended March 31, 1999, June 30, 1999 and
September 30, 1999 and the Company's current reports
on Form 8-K dated August 23, 1999 (two filings),
August 26, 1999, September 3, 1999, September 22,
1999, September 30, 1999, October 6, 1999, October 8,
1999, October 13, 1999 (two filings), October 22,
1999 and December 2, 1999; and
(c) The description of the Company's common stock, par
value $6.25 per share (the "Common Stock"), contained
in a registration statement filed under the
Securities Exchange Act of 1934, and any amendment or
report filed for the purpose of updating such
description; and
(d) The description of Rights which is contained in the
Company's registration statement on Form 8-A dated
February 6, 1998 and the Company's current report on
Form 8-K dated February 6, 1998.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment that indicates that all securities offered hereby have
been sold or that deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the dates of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein or in any other subsequently filed
incorporated document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to exist or constitute a part hereof.
Item 4. Description of Securities
Not applicable.
-3-
<PAGE> 4
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Article III of the By-Laws of the Company contains the
following provisions:
"Sec. 7. Indemnification -- Third Party and Derivative
Actions.
(a) The Company shall indemnify any person made, or threatened
to be made, a party to an action or proceeding other than one by or in the right
of the Company to procure a judgment in its favor, whether civil or criminal,
including an action by or in the right of any other corporation of any type or
kind, domestic or foreign, or any partnership, joint venture, trust, employee
benefit plan or other enterprise, which any Director or officer of the Company
served in any capacity at the request of the Company, by reason of the fact that
he, his testator or intestate, is or was a Director or officer of the Company,
or is or was serving such other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise in any capacity, against judgments,
fines, amounts paid in settlement and expenses (including attorneys' fees)
incurred in connection with such action or proceeding, or any appeal therein,
provided that no indemnification may be made to or on behalf of such person if
(i) his acts were committed in bad faith or were the result of his active and
deliberate dishonesty and were material to such action or proceeding or (ii) he
personally gained in fact a financial profit or other advantage to which he was
not legally entitled.
(b) The Company shall indemnify any person made, or threatened
to be made, a party to an action by or in the right of the Company to procure a
judgment in its favor by reason of the fact that he, his testator or intestate,
is or was a Director or officer of the Company, or is or was serving at the
request of the Company as a Director or officer of any other corporation of any
type or kind, domestic or foreign, or of any partnership, joint venture, trust,
employee benefit plan or other enterprise, against judgments, amounts paid in
settlement and expenses (including attorneys' fees) incurred in connection with
such action, or any appeal therein, provided that no indemnification may be made
to or on behalf of such person if (i) his acts were committed in bad faith or
were the result of his active and deliberate dishonesty and were material to
such action or (ii) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.
(c) For the purpose of this Section 7, the Company shall be
deemed to have requested a person to serve an employee benefit plan where the
performance by such person of his duties to the Company also imposes duties on,
or otherwise involves services by, such person to the plan or participants or
beneficiaries of the plan; excise taxes assessed on a person with respect to an
employee benefit plan pursuant to applicable law shall be considered fines.
(d) The termination of any civil or criminal action or
proceeding by judgment, settlement, conviction or upon a plea of nolo
contendere, or its equivalent, shall not in itself create a presumption that any
such
-4-
<PAGE> 5
Director or officer has not met the standard of conduct set forth in this
Section 7. However, no Director or officer shall be entitled to indemnification
under this Section 7 if a judgment or other final adjudication adverse to the
Director or officer establishes (i) that his acts were committed in bad faith or
were the result of active and deliberate dishonesty and were material to the
cause of action so adjudicated, or (ii) that he personally gained in fact a
financial profit or other advantage to which he was not legally entitled.
"Sec. 8. Payment of Indemnification; Repayment.
(a) A person who has been successful, on the merits or
otherwise, in the defense of a civil or criminal action or proceeding of the
character described in Section 7 of this Article shall be entitled to
indemnification as authorized in such Section.
(b) Except as provided in Section 8(a), any indemnification
under Section 7 of this Article, unless ordered by a court, shall be made by the
Company only if authorized in the specific case:
(1) by the Board of Directors acting by a quorum consisting of
Directors who are not parties to the action or proceeding giving rise
to the indemnity claim upon a finding that the Director or officer has
met the standard of conduct set forth in Section 7 of this Article; or
(2) if a quorum under the foregoing clause (1) is not
obtainable or, even if obtainable, a quorum of disinterested Directors
so directs:
(i) by the Board of Directors upon the opinion in
writing of independent legal counsel (i.e., a reputable lawyer
or law firm not under regular retainer from the Company or any
subsidiary corporation) that indemnification is proper in the
circumstances because the standard of conduct set forth in
Section 7 of this Article has been met by such Director or
officer, or
(ii) by the holders of the Common Shares of the
Company upon a finding that the Director or officer has met
such standard of conduct.
(c) Expenses incurred by a Director or officer in defending a
civil or criminal action or proceeding shall be paid by the Company in advance
of the final disposition of such action or proceeding upon receipt of an
undertaking by or on behalf of such Director or officer to repay such amount in
case he is ultimately found, in accordance with this Article, not to be entitled
to indemnification or, where indemnity is granted, to the extent the expenses so
paid exceed the indemnification to which he is entitled.
(d) Any indemnification of a Director or officer of the
Company under Section 7 of this Article, or advance of expenses under Section
8(c) of this Article, shall be made promptly, and in any event within 60 days,
upon the written request of the Director or officer.
"Sec. 9. Enforcement; Defenses. The right to indemnification
or advances as granted by this Article shall be enforceable by the Director or
officer in any court of competent jurisdiction if the Company denies such
-5-
<PAGE> 6
request, in whole or in part, or if no disposition thereof is made within 60
days. Such person's expenses incurred in connection with successfully
establishing his right to indemnification, in whole or in part, in any such
action shall also be indemnified by the Company. It shall be a defense to any
such action (other than an action brought to enforce a claim for the advance of
expenses under Section 8(c) of this Article where the required undertaking, if
any, has been received by the Company) that the claimant has not met the
standard of conduct set forth in Section 7 of this Article, but the burden of
proving such defense shall be on the Company. Neither the failure of the Company
(including its Board of Directors, its independent legal counsel, and the
holders of its Common Shares), to have made a determination that indemnification
of the claimant is proper in the circumstances nor the fact that there has been
an actual determination by the Company (including its Board of Directors, its
independent legal counsel, and the holders of its Common Shares) that
indemnification of the claimant is not proper in the circumstances, shall be a
defense to the action or create a presumption that the claimant is not entitled
to indemnification.
"Sec. 10. Contract; Savings Clause; Preservation of Other
Rights.
(a) The foregoing indemnification provisions shall be deemed
to be a contract between the Company and each Director and officer who serves in
such capacity at any time while these provisions as well as the relevant
provisions of the New York Business Corporation Law are in effect and any repeal
or modification thereof shall not affect any right or obligation then existing
with respect to any state of facts then or previously existing or any action
or proceeding previously or thereafter brought or threatened based in whole or
in part upon any such state of facts. Such a contract right may not be modified
retroactively without the consent of such Director or officer.
(b) If this Article or any portion hereof shall be invalidated
on any ground by any court of competent jurisdiction, then the Company shall
nevertheless indemnify each Director or officer of the Company against
judgments, fines, amounts paid in settlement and expenses (including attorneys'
fees) incurred in connection with any actual or threatened action or proceeding,
whether civil or criminal, including an actual or threatened action by or in the
right of the Company, or any appeal therein, to the full extent permitted by any
applicable portion of this Article that shall not have been invalidated and to
the full extent permitted by applicable law.
(c) The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any by-law, agreement, vote of shareholders or Directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a Director or officer and shall inure to the benefit of the heirs, executors
and administrators of such a person. The Company is hereby authorized to provide
further indemnification if it deems it advisable by resolution of shareholders
or Directors or by agreement.
"Sec. 11. Indemnification of Persons Not Directors or Officers
of the Company. The Company may, by resolution adopted by the Board of Directors
of the Company, indemnify any person not a Director or officer of the Company,
who is made, or threatened to be made, a party to an action or proceeding,
whether civil or
-6-
<PAGE> 7
criminal, by reason of the fact that he, his testator or intestate, is or was an
employee or other agent of the Company, against judgments, fines, amounts paid
in settlement and expenses (including attorneys' fees) incurred in connection
with such action or proceeding, or any appeal therein, provided that no
indemnification may be made to or on behalf of such person if (i) his acts were
committed in bad faith or were the result of active and deliberate dishonesty
and were material to such action or proceeding, or (ii) he personally gained in
fact a financial profit or other advantage to which he was not legally
entitled."
In general, Sections 721 through 726 of the New York Business
Corporation Law allow a corporation to indemnify its directors and officers,
subject to limitations substantially similar to those contained in the Company's
By-Laws as summarized above, and to advance expenses incurred by directors and
officers in defending proceedings brought against them in such capacity.
The Company maintains, at its expense, insurance policies
which insure its directors and officers (up to certain amounts per year and
subject to certain exclusions and deductions) against certain liabilities which
may be incurred in those capacities.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and is
therefore unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
An Exhibit Index, containing a list of all exhibits filed with
this Registration Statement, is included on pages 11-13.
Item 9. Undertakings
(a) Rule 415 Offering. The undersigned Registrant hereby
undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement
to:
(i) include any Prospectus required by Section
10(a)(3) of the Securities Act, unless the information is
contained in periodic reports filed by the Registrant pursuant
to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement;
(ii) reflect in the Prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or
-7-
<PAGE> 8
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement, unless
the information is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the
Registration Statement;
(iii) include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To file a post-effective amendment to remove from
registration any of the securities being registered which remain unsold
at the termination of the offering.
(b) Subsequent Exchange Act Documents. The undersigned
Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Registrant's annual report pursuant
to section 13(a) or section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Indemnification. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
-8-
<PAGE> 9
SIGNATURES
The Registrant. 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-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Phoenix, State of Arizona, on the 2nd
day of December, 1999.
PHELPS DODGE CORPORATION
By: /s/ Douglas C. Yearley
------------------------------------
Douglas C. Yearley
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- - ---------- ----- ----
<S> <C> <C>
/s/ Douglas C. Yearley Chairman of the Board of December 2, 1999
- - ------------------------------------- Directors, Chief Executive
Douglas C. Yearley Officer and Director (Principal
Executive Officer)
/s/ Ramiro G. Peru Senior Vice President and December 2, 1999
- - ------------------------------------- Chief Financial Officer
Ramiro G. Peru (Principal Financial Officer)
/s/ Stanton K. Rideout Vice President and Controller December 2, 1999
- - ------------------------------------- (Principal Accounting Officer)
Stanton K. Rideout
* Director December 2, 1999
- - -------------------------------------
Robert N. Burt
</TABLE>
-9-
<PAGE> 10
<TABLE>
<S> <C> <C>
* Director December 2, 1999
- - -------------------------------------
Archie W. Dunham
* Director December 2, 1999
- - -------------------------------------
William A. Franke
* Director December 2, 1999
- - -------------------------------------
Paul Hazen
* Director December 2, 1999
- - -------------------------------------
Manuel J. Iraola
* Director December 2, 1999
- - -------------------------------------
Marie L. Knowles
* Director December 2, 1999
- - -------------------------------------
Robert D. Krebs
* Director December 2, 1999
- - -------------------------------------
Southwood J. Morcott
* Director December 2, 1999
- - -------------------------------------
Gordon R. Parker
* Director December 2, 1999
- - -------------------------------------
J. Steven Whisler
</TABLE>
* By: /s/ Douglas C. Yearley
-----------------------------------
Douglas C. Yearley, as
Attorney-in-Fact for
each of the persons indicated
-10-
<PAGE> 11
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
4.1 Complete composite copy of the Restated Certificate of
Incorporation, as amended to date (incorporated by reference
to Exhibit 3.1 to the Company's Form 10-Q for the quarter
ended June 30, 1999 (SEC File No. 1-82)).
4.2 By-Laws of the Company, as amended effective May 7, 1997
(incorporated by reference to Exhibit 3.2 to the Company's
Form 10-Q for the quarter ended June 30, 1997 (SEC File No.
1-82)).
4.3 Second Amended and Restated Credit Agreement, dated as of June
25, 1997, among the Corporation, several banks and other
lending institutions, and The Chase Manhattan Bank, as
administrative agent (incorporated by reference to Exhibit 4.2
to the Corporation's Form 10-Q for the quarter ended June 30,
1997 (SEC File No. 1-82)).
4.4 Rights Agreement, dated as of February 5, 1998, between the
Corporation and The Chase Manhattan Bank (which replaces the
Rights Agreement dated as of July 29, 1988 as amended and
restated as of December 6, 1989, the rights issued thereunder
having been redeemed by the Corporation), which includes the
form of Certificate of Amendment setting forth the terms of
the Junior Participating Cumulative Preferred Shares, par
value $1.00 per share, as Exhibit A, the form of Right
Certificate as Exhibit B and the Summary of Rights to Purchase
Preferred Shares as Exhibit C (incorporated by reference to
Exhibit 1 to the Corporation's Current Report on Form 8-K and
in the Corporation's Form 8-A, both filed on February 6, 1998
(SEC File No. 1-82)).
4.5 Form of Indenture, dated as of September 22, 1997, between the
Corporation and The Chase Manhattan Bank, as Trustee
(incorporated by reference to the Corporation's Registration
Statement and Post-Effective Amendment No. 1 on Form S-3
(Registration Nos. 333-36415 and 33-44380)) filed with the
Securities and Exchange Commission on September 25, 1997
(incorporated by reference to Exhibit 4.3 to the Corporation's
Form 10-Q for the quarter ended September 30, 1997 (SEC File
No. 1-82)).
-11-
<PAGE> 12
4.6 Form of 6.375 percent Note, due November 1, 2004, of the
Corporation issued on November 5, 1997, pursuant to the
Indenture, dated as of September 22, 1997, between the
Corporation and The Chase Manhattan Bank, as Trustee
(incorporated by reference to the Corporation's Current Report
on Form 8-K filed with the Securities and Exchange Commission
on November 3, 1997 and Exhibit 4.4 of Form 10-Q for the
quarter ended September 30, 1997 (SEC File No. 1-82)).
4.7 Form of 7.125 percent Debenture, due November 1, 2027, of the
Corporation issued on November 5, 1997, pursuant to the
Indenture, dated as of September 22, 1997, between the
Corporation and The Chase Manhattan Bank, as Trustee
(incorporated by reference to the Corporation's Current Report
on Form 8-K filed with the Securities and Exchange Commission
on November 3, 1997 and Exhibit 4.5 of the Corporation's Form
10-Q for the quarter ended September 30, 1997 (SEC File No.
1-82)).
5 Opinion of Debevoise & Plimpton.*
15 Letter from PricewaterhouseCoopers LLP, re: unaudited interim
financial information.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Debevoise & Plimpton (included in Exhibit 5).
24 Powers of Attorney.*
99.1 Management Incentive Program of Cyprus Amax Minerals Company,
as amended (incorporated by reference to Exhibit 10(b) to the
Form 10-K for the period ended December 31, 1997, and Exhibit
10(b) to the Form 10-K for the period ended December 31, 1998
of Cyprus Amax Minerals Company (SEC File No. 1-10040)).
-12-
<PAGE> 13
99.2 1994 Management Incentive Program of Cyprus Amax Minerals
Company and Its Participating Subsidiaries, as amended and
restated (incorporated by reference to Exhibit 10(b) to the
Form 10-K for the period ended December 31, 1997 and to
Exhibit 10(b) to the Form 10-K for the period ended December
31, 1998 of Cyprus Amax Minerals Company (SEC File No.
1-10040)).
99.3 Stock Plan for Non-Employee Directors of Cyprus Amax Minerals
Company, as amended and restated (incorporated by reference to
Exhibit 28 to the Form 10-Q for the quarter ended September
30, 1992, the additional amendments incorporated by reference
to Exhibit 10(a) to the Form 10-K for the period ended
December 31, 1996, and Exhibit 10(c) to the Form 10-K for the
period ended December 31, 1998 of Cyprus Amax Minerals Company
(SEC File No. 1-10040)).
- - ---------------------
* Previously filed.
-13-
<PAGE> 1
Exhibit 15
December 1, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We are aware that our report dated October 11, 1999, except as to Note 9, which
is dated as of October 18, 1999, on our review of interim financial information
of Phelps Dodge Corporation as of and for the period ended September 30, 1999
and included in the Company's quarterly report on Form 10-Q for the quarter
then ended is incorporated by reference in its Post Effective Amendment No. 4
on Form S-8 to the Registration Statement on Form S-4 dated December 2, 1999.
Yours very truly,
PricewaterhouseCoopers LLP
<PAGE> 1
Exhibit 23.1
Consent of Independent Accountants
----------------------------------
We hereby consent to the incorporation by reference in this Post Effective
Amendment No. 4 on Form S-8 to the Registration Statement on Form S-4 of Phelps
Dodge Corporation of our report dated January 14, 1999, relating to the
financial statements appearing in Phelps Dodge Corporation's Annual Report on
Form 10-K for the year ended December 31, 1998. We also consent to the
incorporation by reference of our report dated January 14, 1999, relating to
the financial statement schedule, which appears in such Annual Report on
Form 10-K.
PricewaterhouseCoopers LLP
Phoenix, Arizona
December 1, 1999
