Preliminary Copy
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
(X) Preliminary Proxy Statement
( ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to section 240.14a-11(c) or section
240.14a-12
Freeport-McMoRan Copper & Gold Inc.
(Name of Registrant as Specified In Its Charter)
Freeport-McMoRan Copper & Gold Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
(X) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
( ) $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
__________________________________________________________
2) Aggregate number of securities to which transaction
applies:
__________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: (1)
__________________________________________________________
4) Proposed maximum aggregate value of transaction:
__________________________________________________________
(1) Set forth the amount on which the filing fee is calculated
and state how it was determined.
( ) Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
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4) Date Filed:
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Preliminary Copy
FREEPORT-McMoRan COPPER & GOLD INC.
____________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 5, 1994
____________________________
March 23, 1994
The Annual Meeting of Stockholders of Freeport-McMoRan Copper & Gold
Inc. will be held in the Porsche Building, 100 West Liberty Street, Reno,
Nevada, on Thursday, May 5, 1994, at 9:00 a.m., for the following purposes:
(1) To elect directors to hold office for one year and until
their successors are respectively elected and qualified;
(2) To ratify the appointment of Arthur Andersen & Co. as the
independent auditors to audit the financial statements of the
corporation and its subsidiaries for the year 1994;
(3) To act upon a proposal to amend the Certificate of
Incorporation of the corporation to increase the number of authorized
shares of Special Stock of the corporation;
(4) To act upon a proposal to amend the Certificate of
Incorporation of the corporation to increase the number of authorized
shares of Preferred Stock of the corporation; and
(5) To transact such other business as may properly come before
the meeting.
The Board of Directors has fixed March 15, 1994, as the record date
for the determination of stockholders entitled to vote at the meeting.
If you will be unable to attend the meeting, kindly mark, sign, date
and return the enclosed form of proxy. A postage prepaid envelope is
enclosed for your use. Prompt response is helpful, and your cooperation
will be appreciated.
By Order of the Board of Directors.
MICHAEL C. KILANOWSKI, JR.
Secretary
FREEPORT-McMoRan COPPER & GOLD INC.
ONE EAST FIRST STREET
RENO, NEVADA 89501
The Annual Report to Stockholders for the year 1993,
including financial statements, is being mailed to
stockholders together with these proxy materials on or
about March 23, 1994.
PROXY STATEMENT
This statement is furnished in connection with a solicitation of
proxies by the Board of Directors (the "Board of Directors" or the "Board")
of Freeport-McMoRan Copper & Gold Inc. (the "Company") to be used at the
Annual Meeting of Stockholders of the Company (the "Meeting"), to be held
on May 5, 1994.
VOTING PROCEDURE
Stockholders of record at the close of business on March 15, 1994,
will be entitled to vote at the Meeting. On the record date there were
outstanding 63,803,313 shares of the Company's Class A Common Stock ("Class
A Common Shares") and 142,129,602 shares of the Company's Class B Common
Stock ("Class B Common Shares"). Each of the Class A Common Shares and the
Class B Common Shares (collectively, the "Common Shares") entitles the
holder thereof to one vote on all matters to be presented at the Meeting,
voting together as a single class.
In addition, on March 15, 1994, there were outstanding 8,976,000
Depositary Shares, each representing 2 16/17 shares of the Company's 7%
Convertible Exchangeable Special Preference Stock, par value $0.10 per
share (the "Special Preference Shares"), a series of Special Stock of the
Company, so that a total of 26,400,000 Special Preference Shares were
outstanding on March 15, 1994. With respect to the proposal to amend the
Company's Certificate of Incorporation to increase the number of authorized
shares of Special Stock (the "Special Stock Proposal"), each of the Special
Preference Shares and the Class A Common Shares entitles the holder to one
vote, voting together as a single class. A vote by a holder of Class A
Common Shares in favor of the Special Stock Proposal will be counted as
such both for purposes of (i) the class vote together with the Class B
Common Shares and (ii) the class vote together with the Special Preference
Shares.
On March 15, 1994, there were also outstanding three series of
Preferred Stock of the Company, par value $0.10 per share: 14,000,000
Depositary Shares, each representing 0.05 shares of Step-Up Convertible
Preferred Stock (the "Step-Up Preferred Shares"); 6,000,000 Depositary
Shares, each representing 0.05 shares of Gold-Denominated Preferred Stock
(the "Gold-Denominated Preferred Shares") and 4,305,580 Depositary Shares,
each representing 0.05 shares of Gold-Denominated Preferred Shares, Series
II (the "Gold-Denominated Preferred Shares, Series II" and, together with
the Step-Up Preferred Shares and the Gold-Denominated Preferred Shares, the
"Preferred Shares"). With respect to the proposal to amend the Company's
Certificate of Incorporation to increase the number of authorized shares of
Preferred Stock (the "Preferred Stock Proposal"), each of the Preferred
Shares entitles the holder thereof to one vote, voting together as a single
class. Each record holder of Depositary Shares representing Special
Preference Shares or Preferred Shares on March 15, 1994, will be entitled
to instruct the depositary for such shares as to the exercise of the voting
rights pertaining to the number of Special Preference Shares or Preferred
Shares represented by such holder's Depositary Shares.
The By-Laws of the Company (the "By-Laws") provide that the holders of
a majority of the Common Shares issued and outstanding and entitled to vote
at the Meeting, present in person or represented by proxy, shall constitute
a quorum at the Meeting. Votes cast at the Meeting will be counted by the
persons appointed by the Company to act as inspectors of election for the
Meeting. The inspectors of election will treat Common Shares represented
by a properly executed and returned proxy as present at the Meeting for
purposes of determining a quorum. Abstentions and broker non-votes with
respect to particular proposals will not affect the determination of a
quorum. Thus Common Shares pursuant to which abstentions are properly cast
will be counted as present for purposes of determining a quorum.
Directors will be elected by a plurality vote of the Common Shares
present, in person or by proxy, and entitled to vote at the Meeting.
Accordingly, abstentions and broker non-votes as to the election of
directors do not count as votes for or against such election.
Adoption of the Special Stock Proposal requires the approval of a
majority vote of (1) the outstanding Common Shares, voting together as a
single class, and (2) the outstanding Special Preference Shares and Class A
Common Shares, voting together as a single class.
Adoption of the Preferred Stock Proposal requires the approval of a
majority vote of (1) the outstanding Common Shares, voting together as a
single class, and (2) the outstanding Preferred Shares, voting together as
a single class.
Except as otherwise provided by statute, the Certificate of
Incorporation of the Company, or the By-Laws, all other matters coming
before the Meeting shall be decided by the vote of a majority of the number
of Common Shares present in person or represented by proxy at the Meeting
and entitled to vote thereat.
In each case where approval of a particular proposal requires a
majority vote of the outstanding shares of a particular class or classes,
abstentions and broker non-votes will have the same effect as votes against
that proposal. In each case where approval of a particular proposal
requires a majority vote of the shares present of one or more classes,
abstentions as to such particular proposal will have the same effect as
votes against that proposal, but broker non-votes as to such particular
proposal will not be deemed to be a part of the voting power present with
respect to that proposal and will therefore not count as votes for or
against that proposal and will not be included in calculating the number of
votes necessary for approval of that proposal.
Proxies in the enclosed form are solicited by the Board of Directors
of the Company to provide an opportunity to every stockholder to vote on
all matters scheduled to come before the Meeting as to which such
stockholder is entitled to vote, whether or not he or she attends in
person. If proxies in the enclosed form are properly executed and
returned, the Common Shares, Special Preference Shares, and Preferred
Shares represented thereby will be voted at the Meeting in accordance with
stockholder direction. Proxies in the enclosed form representing Common
Shares will be voted for the election of directors, for the ratification of
the appointment of auditors, for the Special Stock Proposal, and for the
Preferred Stock Proposal, in each case unless contrary specification is
made. Proxies in the enclosed form representing Special Preference Shares
and Preferred Stock will be voted for the Special Stock Proposal and the
Preferred Stock Proposal, respectively, unless contrary specification is
made. Any stockholder executing a proxy may revoke that proxy or submit a
revised one at any time before it is voted. A stockholder may also attend
the Meeting in person and vote by ballot, thereby cancelling any proxy
previously given. Except for the election of directors, the ratification
of the appointment of auditors, the Special Stock Proposal and the
Preferred Stock Proposal, management expects no other matters to be
presented for action at the Meeting. If, however, any other matters
properly come before the Meeting, the persons named as proxies in the
enclosed form of proxy intend to vote in accordance with their judgment on
the matters presented.
Freeport-McMoRan Inc. ("FTX"), which has its principal executive
offices at 1615 Poydras Street, New Orleans, Louisiana 70112, owned as of
the record date of March 15, 1994, 1,547,700 of the Class A Common Shares
and all 142,129,602 of the Class B Common Shares. Thus, as of the record
date, FTX owned directly 143,677,302, or approximately 69.8%, of the
outstanding Common Shares. FTX has sole voting and investment power with
respect to all the Common Shares held of record by it and has, therefore,
sufficient voting power, without the vote of any other holder of Common
Shares, to determine the outcome of all matters that may come before the
Meeting as to which only the Common Shares vote together as a single class.
FTX has advised the Company that it intends to vote all such Common Shares
for the election of directors, for the ratification of the appointment of
auditors, for the Special Stock Proposal, and for the Preferred Stock
Proposal.
PROXY SOLICITATION
The cost of soliciting proxies will be borne by the Company. In
addition to solicitations by mail, arrangements have been made for brokers
and nominees to send proxy material to their principals, and the Company
will reimburse them for their reasonable expenses in doing so. The Company
has retained Georgeson & Co. Inc., Wall Street Plaza, New York, New York,
to assist it in the solicitation of proxies from brokers and nominees. It
is estimated that the fees for the services of that firm will be $10,000;
the Company will also reimburse the firm for its reasonable out-of-pocket
expenses incurred in connection with providing the services. Certain
employees of the Company, who will receive no compensation for their
services other than their regular remuneration, may also solicit proxies by
telephone, telegram, telex, telecopy, or personal interview.
STOCKHOLDER PROPOSALS
Any proposal of a stockholder intended to be presented at the
Company's 1995 Annual Meeting of Stockholders must be received by the
Company for inclusion in the proxy statement and form of proxy for that
meeting no later than November 23, 1994.
CORPORATE GOVERNANCE
The Board of Directors of the Company, which held seven meetings
during 1993, has primary responsibility for directing the management of the
business and affairs of the Company. The Board currently consists of eight
members. To provide for effective direction and management of the
Company's business, the Board of Directors has established committees of
the Board, including the Audit Committee.
The Audit Committee reviews the financial statements of the Company
and exercises general oversight with respect to the activities of the
Company's independent auditors and Controller and related matters. The
Audit Committee currently consists of Mr. Erdahl as Chairman, and Messrs.
Siegel, Smith, and Umene, none of whom is an officer or an employee of the
Company or any of its subsidiaries. The Audit Committee met twice during
1993.
The Board considers the present committee structure appropriate in
light of the Company's particular circumstances and has chosen, therefore,
not to establish nominating or compensation committees.
Each of the present directors attended 75% or more of the 1993
meetings of the Board and of the committees on which he served during the
period of his Board membership and committee service.
The address of each member of the Board is c/o Freeport-McMoRan Copper
& Gold Inc., 1615 Poydras Street, New Orleans, Louisiana 70112.
ELECTION OF DIRECTORS
At the Meeting eight directors are to be elected, each to hold office
for one year and until his successor is elected and qualified. If,
contrary to present expectation, any of such nominees should become
unavailable for any reason, the Board of Directors may reduce the size of
the Board or votes may be cast pursuant to the accompanying form of proxy
for a substitute nominee designated by the Board.
INFORMATION ABOUT NOMINEES AND DIRECTORS
The following table shows, as of December 31, 1993, the ages,
principal occupations and employment during the past five years, other
directorships and positions with the Company of each of the nominees, and
the years in which they first became directors of the Company. None of the
organizations referred to in such table is an affiliate of the Company
except for FTX and P.T. Freeport Indonesia Company ("PT-FI"), the
principal operating subsidiary of the Company.
PRINCIPAL OCCUPATIONS, OTHER YEAR FIRST
DIRECTORSHIPS AND POSITIONS ELECTED A
NAME OF NOMINEE AGE WITH THE COMPANY DIRECTOR
- --------------- --- -------------------------------- ----------
Leland O. Erdahl 65 Consultant. President and Chief 1988
Executive Officer of Albuquerque
Uranium Corp., producer and
seller of uranium concentrates,
until 1992. President and Chief
Executive Officer of Stolar
Inc., mining industry services,
products, and equipment, until
1991. Director of Canyon
Resources Corporation, Hecla
Mining Company, and Original
Sixteen to One Mine, Inc.
Trustee of Freedom Investment
Trusts I, II, and III.
Ronald Grossman 57 Consultant. Commissioner of PT- 1988
FI. Senior Vice President of
the Company until 1993.
Executive Vice President and
Chief Financial Officer of FTX
until 1993. Senior Vice
President of FTX until 1992.
Rene L. Latiolais 51 President and Chief Operating 1993
Officer of FTX. Commissioner of
PT-FI. Executive Vice President
of FTX until 1993. Senior Vice
President of FTX until 1992.
Director of FTX.
George A. Mealey 60 President and Chief Executive 1988
Officer of the Company.
Executive Vice President of FTX.
Director and Executive Vice
President of PT-FI.
James R. Moffett 55 Chairman of the Board of the 1992
Company. Chairman of the Board
and Chief Executive Officer of
FTX. President Commissioner of
PT-FI. Director of FTX.
Wolfgang F. Siegel 61 Senior Vice President of 1988
Kreditanstalt fur Wiederaufbau,
a bank owned by the Federal
Republic of Germany (the "FRG")
and the states comprising the
FRG.
Elwin E. Smith 71 Sole proprietor of Elwin Smith 1988
International, consultants to
global industrial corporations.
Eiji Umene 68 Executive Advisor of Nippon 1992
Steel Corporation. Managing
Director of Nippon Steel
Corporation and President of its
subsidiary, Nippon Steel U.S.A.,
Inc., until 1989. Director of
Schlumberger Limited.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
According to (i) the Forms 3 and 4 and any amendments thereto filed
pursuant to Section 16(a) of the Securities Exchange Act of 1934 ("Section
16") and furnished to the Company during 1993 by persons subject to Section
16 at any time during 1993 with respect to securities of the Company
("Company Section 16 Insiders"), (ii) the Forms 5 with respect to 1993 and
any amendments thereto filed pursuant to Section 16 and furnished to the
Company by Company Section 16 Insiders, and (iii) the written
representations from Company Section 16 Insiders that no Form 5 with
respect to the securities of the Company was required to be filed by such
Company Section 16 Insider, respectively, with respect to 1993, no Company
Section 16 Insider failed to file altogether or timely any Forms 3, 4, or 5
required by Section 16 with respect to the securities of the Company or to
disclose on such Forms transactions required to be reported thereon.
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
In addition to the elected executive officers of the Company (the
"Elected Executive Officers"), certain officers of FTX and PT-FI are deemed
by the Company to be executive officers of the Company (the "Designated
Executive Officers") for purposes of the federal securities laws.
According to information furnished by each of the Elected Executive
Officers and the Designated Executive Officers (collectively, the
"Executive Officers") of the Company and each of the directors of the
Company, the number of Class A Common Shares and of shares of FTX Common
Stock ("FTX Shares") beneficially owned by each of them as of December 31,
1993, was as follows:
NUMBER OF CLASS A
COMMON SHARES NUMBER OF FTX
NAME OF INDIVIDUAL OR BENEFICIALLY SHARES BENEFICIALLY
IDENTITY OF GROUP OWNED (A) OWNED (A)
- ---------------------- ----------------- -------------------
Richard C. Adkerson 5,503(b) 192,651(b)(c)(d)
Leland O. Erdahl 11,578(e) 0
Charles W. Goodyear 0 188,597(c)(d)(f)
Ronald Grossman 16,945(g) 403,179(c)(d)(g)
Rene L. Latiolais 4,000 517,590(c)(d)
George A. Mealey 16,000 254,799(c)(d)
James R. Moffett 56,712(h) 3,313,162(c)(d)(h)
Wolfgang F. Siegel 0 0
Elwin E. Smith 34,271(i) 934
Eiji Umene 0 0
15 directors and
Executive Officers as
a group, including those
persons named above 219,819(j) 5,379,429(j)
____________________
(a) Except as otherwise noted, the individuals referred to have sole
voting and investment power with respect to such Shares. With the
exception of Mr. Moffett, who beneficially owns 2.3% of the
outstanding FTX Shares, each of the individuals referred to holds less
than 1% of the outstanding Class A Common Shares and FTX Shares,
respectively. Mr. Grossman owns 2,500 Depositary Shares representing
Gold-Denominated Preferred Shares.
(b) Includes 5,503 Class A Common Shares held in trust for the benefit of
Mr. Adkerson, 724 FTX Shares that may be acquired upon the conversion
of 6.55% Convertible Subordinated Notes due January 15, 2001 of FTX
("FTX Notes") held in trust for the benefit of Mr. Adkerson, 2,682
FTX Shares that may be acquired upon the conversion of Zero Coupon
Convertible Subordinated Debentures due 2006 of FTX held in trust for
the benefit of Mr. Adkerson, and 90 FTX Shares that may be acquired
upon the conversion of FTX Notes held in trust for the benefit of the
spouse of Mr. Adkerson.
(c) Includes FTX Shares that could be acquired within 60 days after
December 31, 1993 upon the exercise of options granted pursuant to the
employee stock option plans of FTX, as follows: Mr. Adkerson,
186,420 FTX Shares; Mr. Goodyear, 186,420 FTX Shares; Mr.
Grossman, 400,888 FTX Shares; Mr. Latiolais, 332,426 FTX Shares;
Mr. Mealey, 229,386 FTX Shares; Mr. Moffett, 1,764,434 FTX Shares;
all directors and Executive Officers as a group (11 persons),
3,440,938 FTX Shares.
(d) Includes FTX Shares held by the trustee under the Employee Capital
Accumulation Program of FTX, as follows: Mr. Adkerson, 2,735 FTX
Shares; Mr. Goodyear, 2,113 FTX Shares; Mr. Grossman, 1,933 FTX
Shares; Mr. Latiolais, 15,191 FTX Shares; Mr. Mealey, 9,513 FTX
Shares; Mr. Moffett, 21,293 FTX Shares; all directors and Executive
Officers as a group (9 persons), 79,026 FTX Shares.
(e) Includes a total of 1,100 Class A Common Shares and a total of 2,478
Class A Common Shares that may be acquired upon the conversion of
Step-Up Preferred Shares held in retirement accounts for the benefit
of Mr. Erdahl.
(f) Includes 64 FTX Shares held in a retirement trust for the benefit of
Mr. Goodyear.
(g) See note (a) above. Includes 675 Class A Common Shares held in trust
for the benefit of Mr. Grossman and 270 Class A Common Shares held in
trust for the benefit of Mr. Grossman's spouse as to which he
disclaims beneficial ownership. Also includes 358 FTX Shares owned by
Mr. Grossman's spouse with respect to which he disclaims beneficial
ownership.
(h) Includes a total of 26,610 Class A Common Shares and 214,648 FTX
Shares held for the benefit of a trust with respect to which Mr.
Moffett and an Executive Officer of the Company, as co-trustees of
such trust, have sole voting and investment power but have no
beneficial interest therein. Mr. Moffett and such Executive Officer
disclaim beneficial ownership of such Shares held for the benefit of
such trust. Includes a total of 30,102 Class A Common Shares and
85,140 FTX Shares held for the benefit of two trusts created by Mr.
Moffett for the benefit of his two children, who are adults. An
Executive Officer of the Company and another individual, as co-
trustees of the two trusts, have sole voting and investment power with
respect to such Shares held for the benefit of such trusts but have no
beneficial interest therein. Mr. Moffett and such Executive Officer
disclaim beneficial ownership of such Shares held for the benefit of
such trusts. Includes a total of 88,000 FTX Shares held for the
benefit of a trust created by Mr. Moffett for the benefit of an
educational fund and his two children, who are adults. An Executive
Officer of the Company and another individual, as co-trustees of such
trust, have sole voting and investment power with respect to such FTX
Shares held for the benefit of such trust but have no beneficial
interest therein. Mr. Moffett and such Executive Officer disclaim
beneficial ownership of such FTX Shares held for the benefit of such
trust.
(i) Includes 21,200 Class A Common Shares held for the benefit of a trust
of which Mr. Smith is the sole beneficiary. Also includes 1,652
Class A Common Shares that may be acquired upon the conversion of
Step-Up Preferred Shares and 2,219 Class A Common Shares that may be
acquired upon the conversion of Special Preference Shares held in such
trust. As the trustee of such trust, Mr. Smith has sole voting and
investment power with respect to such Shares held for the benefit of
such trust.
(j) See notes (b) through (i) above. Includes 8,420 Class A Common Shares
and 1,516 FTX Shares held in trust for the benefit of one of the
Executive Officers, a total of 2,180 Class A Common Shares and 92 FTX
Shares held by or in trust for the benefit of the spouse of such
Executive Officer as to which beneficial ownership is disclaimed, and
a total of 13,210 Class A Common Shares and 1,000 FTX Shares held by
such Executive Officer as custodian as to which beneficial ownership
is disclaimed. These total numbers of Shares represent less than 1%
of the outstanding Class A Common Shares and approximately 3.8% of the
outstanding FTX Shares, respectively.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
According to information furnished by the person known to the Company
to be a beneficial owner of more than five percent of Class A Common
Shares, the number of Class A Common Shares beneficially owned by such
person as of December 31, 1993, was as follows:
NUMBER OF
CLASS A
COMMON SHARES
BENEFICIALLY PERCENT OF
NAME AND ADDRESS OF PERSON OWNED CLASS
- ------------------------------- -------------- ----------
J.P. Morgan & Co. Incorporated 10,526,768(a) 16.5%
60 Wall Street
New York, New York 10260
____________________
(a) J.P. Morgan & Co. Incorporated has sole voting power as to 6,545,848
of such Class A Common Shares, shared voting power as to 99,360 of
such Class A Common Shares, sole investment power as to 10,402,208 of
such Class A Common Shares, and shared investment power as to 124,560
of such Class A Common Shares. Of such 10,526,768 Class A Common
Shares, 384,896 may be acquired upon the conversion of Special
Preference Shares and 116,665 may be acquired upon the conversion of
Step-Up Preferred Shares.
All outstanding Class B Common Shares and a certain number of the
Class A Common Shares are owned by FTX. For information with respect
thereto, see "Voting Procedure" above.
No person is known by the Company to be a beneficial owner of more
than five percent of any other equity security of the Company.
COMPENSATION OF DIRECTORS
Each director who is not an officer of the Company or any of its
affiliated companies receives an annual fee of $25,000 for serving on the
Board and any of the committees of the Board. Directors who are also
officers of the Company or any of its affiliated companies are not entitled
to an annual fee.
COMPENSATION OF EXECUTIVE OFFICERS AND CERTAIN TRANSACTIONS
The Company does not employ any of its Executive Officers, nor does it
compensate them for their services. The Executive Officers of the Company
are either employed or retained by FTX or PT-FI, respectively. The
President and Chief Executive Officer of the Company, George A. Mealey, is
employed by FTX. The four most highly compensated Executive Officers of
the Company other than Mr. Mealey are James R. Moffett, Rene L.
Latiolais, Richard C. Adkerson, and Charles W. Goodyear; they are also
employed by FTX. The determination as to which Executive Officers of the
Company were the most highly compensated was made by reference to the total
annual salary and bonus for 1993 of the Executive Officer employed by PT-FI
and the total annual salary and bonus for 1993 of each of the Executive
Officers employed by FTX that was allocated to the Company by FTX pursuant
to the Management Services Agreement (as defined below) on the basis of
time devoted to Company activities.
The Company, FTX, and PT-FI are parties to a Management Services
Agreement (the "Management Services Agreement") pursuant to which FTX
furnishes general executive, administrative, financial, accounting, legal,
insurance, sales, and certain other services to the Company and PT-FI
(collectively, the "Company Group"). The services of all but one of the
Executive Officers of the Company and the services of certain officers and
employees of PT-FI are provided to the Company Group under the Management
Services Agreement. The Company and PT-FI reimburse FTX at FTX's cost,
including allocated overhead, for such services. The Management Services
Agreement also provides for the use of the services of certain of the
Company Group's employees by FTX and its subsidiaries on a similar cost
reimbursement basis. All but one of the Executive Officers of the Company
are compensated exclusively by FTX for their services to the Company Group.
All the Executive Officers of the Company are eligible to participate in
certain FTX benefit plans and programs. The total costs to FTX for the
Executive Officers of the Company, including the costs borne by FTX with
respect to such plans and programs, are allocated to the Company, to the
extent practicable, in proportion to the time spent by such Executive
Officers on Company Group affairs. No other payment is made by the Company
to FTX for providing such compensation and benefit plans and programs to
the Executive Officers of the Company. The total amount charged by FTX to
the Company Group for all services under the Management Services Agreement
was approximately $71,100,000 in 1993, including $13,200,000 in
restructuring charges.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company has no compensation committee or other board committee
performing equivalent functions because the Board of Directors of the
Company makes no deliberations concerning executive officer compensation.
The Executive Officers of the Company are either employed or retained by
FTX or PT-FI, respectively. None of the Executive Officers of the Company
served during 1993 as a director or as a member of the compensation
committee of another entity (other than FTX or a subsidiary of the Company
or FTX), one of whose executive officers served as a director of the
Company. For a description of certain transactions between the Company and
FTX, see "Compensation of Executive Officers and Certain Transactions"
above.
PERFORMANCE GRAPH
The following graph compares the change in the cumulative total
shareholder return on Class A Common Shares with the cumulative total
return of the Standard & Poor's 500 Stock Index and the cumulative total
return of the Dow Jones Other Non-Ferrous Metals Group Index during 1989,
1990, 1991, 1992, and 1993.
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG FREEPORT-McMoRan COPPER & GOLD INC., S&P 500 INDEX AND DOW
JONES OTHER NON-FERROUS METALS GROUP
Dow Jones Other Non-
Measurement Period Freeport-McMoRan S&P Ferrous Metals Group
(Fiscal Year Covered) Copper & Gold Inc. 500 Index Index
- --------------------- ------------------ --------- --------------------
Measurement Pt-12/31/88 $100.00 $100.00 $100.00
FYE 12/31/89 $155.54 $131.69 $118.79
FYE 12/31/90 $254.50 $127.60 $108.36
FYE 12/31/91 $545.07 $166.47 $122.02
FYE 12/31/92 $747.07 $179.15 $175.94
FYE 12/31/93 $877.75 $197.21 $171.38
RATIFICATION OF AUDITORS
The Board of Directors of the Company seeks ratification by the
stockholders of the Board's appointment of Arthur Andersen & Co. to act as
the independent auditors of the financial statements of the Company and its
subsidiaries for the year 1994. The Board has not determined what, if any,
action would be taken should the appointment of Arthur Andersen & Co. not
be ratified. One or more representatives of the firm will be available at
the Meeting to respond to appropriate questions, and those representatives
will also have an opportunity to make a statement.
PROPOSED AMENDMENTS OF CERTIFICATE OF INCORPORATION TO INCREASE
AUTHORIZED SPECIAL STOCK AND PREFERRED STOCK
The Board of Directors of the Company has unanimously recommended that
the stockholders adopt two separate amendments to Article FOURTH of the
Company's Certificate of Incorporation to:
1. increase the number of shares of Special Stock, $0.10 par value,
that the Company is authorized to issue from an aggregate of 110,000,000
shares to an aggregate of 250,000,000 shares (the "Special Stock
Proposal"); and
2. increase the number of Preferred Shares, $0.10 par value, that the
Company is authorized to issue from an aggregate of 2,000,000 shares to an
aggregate of 50,000,000 shares (the "Preferred Stock Proposal").
The Special Stock Proposal and the Preferred Stock Proposal are
separate, independent proposals. If either of these proposals is approved
by the requisite vote of the Company's stockholders, as described below,
that proposal will be adopted whether or not the other proposal is so
approved.
The text of Article FOURTH of the Certificate of Incorporation, with
two alternative versions of Paragraph I thereof, is set forth in Exhibit A
attached to this Proxy Statement as it would appear if either (i) both the
Special Stock Proposal and the Preferred Stock Proposal are approved (in
which event the first alternative version of Paragraph I of Article FOURTH
would be effective) or (ii) the Special Stock Proposal is approved, but the
Preferred Stock Proposal is not approved (in which event the second
alternative version of Paragraph I of Article FOURTH would be effective).
If the Preferred Stock Proposal is approved, but the Special Stock Proposal
is not approved, the only change to Article FOURTH of the Certificate of
Incorporation as currently in effect would be to increase the number of
authorized shares of Preferred Stock (with a corresponding increase in the
total number of shares of all classes of capital stock that the Company is
authorized to issue) in Paragraph I of Article FOURTH with the remainder of
Article FOURTH unchanged. The text of Paragraph I of Article FOURTH as it
would appear in that event is set forth in Exhibit B attached to this Proxy
Statement. Exhibits A and B are incorporated by reference herein, and the
following summary is qualified in its entirety by reference to such
Exhibits.
The selected capitalization of the Company as of March 15, 1994, and
as adjusted to give effect to the Special Stock Proposal and the Preferred
Stock Proposal is shown in the following table:
<TABLE>
<CAPTION>
After Giving
Effect to After
the Special After Giving Giving
Stock Effect Effect
Proposal and Solely to Solely to
the Preferred the Special the Preferred
As of Stock Stock Stock
March 15, 1994 Proposal Proposal Proposal
------------------------- ----------- ---------- ----------
Authorized Outstanding Authorized Authorized Authorized
---------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Class B Common Stock 200,000,000 142,129,602 200,000,000 200,000,000 200,000,000
Special Stock(1)
Class A Common
Shares(2) 83,600,000 63,803,313 83,600,000 83,600,000 83,600,000
Special Preference
Shares(3) 26,400,000 26,400,000 26,400,000 26,400,000 26,400,000
Currently Undesignated
Special Stock 0 0 140,000,000 140,000,000 0
Total Special Stock 110,000,000 90,203,313 250,000,000 250,000,000 110,000,000
Preferred Stock
Step-Up Convertible
Preferred Shares(4) 700,000 700,000 700,000 700,000 700,000
Gold-Denominated
Preferred Shares(5) 300,000 300,000 300,000 300,000 300,000
Gold-Denominated Preferred
Shares, Series II(6) 215,279 215,279 215,279 215,279 215,279
Currently Undesignated
Preferred Stock 784,721 0 48,784,721 784,721 48,784,721
Total Preferred Stock 2,000,000 1,215,279 50,000,000 2,000,000 50,000,000
<FN>
- --------------------
(1) The Board of Directors of the Company has the right to designate authorized and unissued shares of Special
Stock as additional Class A Common Shares or as one or more additional series of capital stock. The currently
designated shares of Special Stock are 83,600,000 Class A Common Shares and 26,400,000 Special Preference Shares.
See also note (2) below.
(2) In addition to the currently outstanding Class A Common Shares, additional Class A Common Shares have been authorized
for issuance upon conversion of the Special Preference Shares and upon conversion of the Step-Up Convertible Preferred
Shares.
(3) The Special Preference Shares are represented by an aggregate of 8,976,000 Depositary Shares, each representing 2 16/17
Special Preference Shares.
(4) The Step-Up Convertible Preferred Shares are represented by an aggregate of 14,000,000 Depositary Shares, each
representing 0.05 Step-Up Convertible Preferred Shares.
(5) The Gold-Denominated Preferred Shares are represented by an aggregate of 6,000,000 Depositary Shares, each
representing 0.05 Gold-Denominated Preferred Shares.
(6) The Gold-Denominated Preferred Shares, Series II are represented by an aggregate of 4,305,580 Depositary Shares,
each representing 0.05 Gold-Denominated Preferred Shares, Series II.
</TABLE>
As indicated in the table above, the Certificate of Incorporation
currently authorizes the issuance of 312,000,000 shares of capital stock,
of which 200,000,000 shares consist of Class B Common Stock, 110,000,000
shares consist of Special Stock (of which 83,600,000 shares have currently
been designated as Class A Common Shares) and 2,000,000 shares consist of
Preferred Stock. All currently issued shares of Class B Common Stock are
owned by FTX. The Board of Directors is authorized by the Certificate of
Incorporation to provide, without further stockholder action, for the
issuance of any remaining authorized shares of Special Stock as Class A
Common Shares or as one or more additional series of capital stock
(including stock having preferential rights as to dividends or upon
liquidation), including the issuance in exchange for Class B Common Shares
of such shares for sale to the public. The Board of Directors is also
authorized by the Certificate of Incorporation to provide for the issuance
of the remaining authorized shares of Preferred Stock in one or more
additional series. The Board of Directors has the power to fix various
terms with respect to each series of Special Stock and Preferred Stock,
including voting powers, designations, preferences and relative,
participating, optional, or other special rights, qualifications,
limitations, restrictions, and redemption, conversion, or exchangeability
provisions.
The Certificate of Incorporation currently provides that the Class A
Common Shares and the Class B Common Shares shall be treated for all
purposes as though they were of the same class. The holders of outstanding
Class A Common Shares and Class B Common Shares are entitled to receive
dividends out of assets legally available therefor at such times and in
such equal per share amounts as the Board of Directors may from time to
time determine, and, upon liquidation, dissolution or winding up of the
Company, the holders of Class A Common Shares and Class B Common Shares are
entitled to receive on an equal per share basis the assets of the Company
that are legally available for distribution after payment of all debts and
other liabilities. The Class A Common Shares and Class B Common Shares are
neither redeemable nor convertible, and the holders thereof have no
preemptive or subscription rights to purchase any securities of the
Company.
Each outstanding Class A Common Share and Class B Common Share is
entitled to one vote on all matters submitted to a vote of stockholders,
voting together as a single class. There is no cumulative voting.
SPECIAL STOCK PROPOSAL
The Certificate of Incorporation currently authorizes the Company to
issue 110,000,000 shares of Special Stock. All 110,000,000 of these shares
of Special Stock have been designated either as Class A Common Shares or as
Special Preference Shares. Of such authorized shares of Special Stock,
90,203,313 shares (63,803,313 Class A Common Shares and 26,400,000 Special
Preference Shares) are currently outstanding. Taking into account the
reservation of additional Class A Common Shares for issuance upon
conversion of the Special Preference Shares and the Step-Up Preferred
Shares, the Board of Directors currently has no ability to designate
additional shares of Special Stock as either Class A Common Shares or other
series of capital stock.
During the past several years, the Company has issued Special Stock on
a number of occasions from its authorized but unissued Special Stock to
finance the capital needs of the Company and for other corporate purposes.
The Board of Directors anticipates that the Company's need to issue Special
Stock for these purposes will continue, and the Company currently has on
file with the Securities and Exchange Commission shelf registration
statements under which the Company may issue shares of Special Stock, among
other kinds of securities. The Board of Directors believes that the
proposed increase in the authorized shares of Special Stock will
significantly enhance the flexibility of the Company to issue Special Stock
in financings, as well as in connection with stock splits or dividends,
acquisitions, incentive stock plans or for other corporate purposes,
without the need to seek the prior approval of stockholders. The Company
routinely reviews financing and other corporate opportunities that involve
the possible issuance of additional Special Stock. Accordingly, the Board
of Directors believes that it is in the best interests of the Company to be
in a position to pursue these actions as quickly as possible to take
advantage of financing and other market opportunities that may arise from
time to time. In view of the present ownership by FTX and its affiliates
of approximately 69.8% of the Common Stock, the Company believes that the
Special Stock Proposal will not have any significant anti-takeover effects.
If the Special Stock Proposal is adopted by the Company's
stockholders, it will become effective on the date that a certificate of
amendment to the Certificate of Incorporation is filed with the Secretary
of State of the State of Delaware, the Company's jurisdiction of
incorporation. It is anticipated that such filing will occur on or about
May 5, 1994.
Adoption of the Special Stock Proposal requires the affirmative vote
of the holders of a majority of (i) the outstanding Class A Common Shares
and Class B Common Shares, voting together as a single class, and (ii) the
outstanding Special Preference Shares and Class A Common Shares, voting
together as a single class.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE
APPROVAL OF THE SPECIAL STOCK PROPOSAL.
PREFERRED STOCK PROPOSAL
The Certificate of Incorporation currently authorizes the Company to
issue 2,000,000 shares of Preferred Stock, of which a total of 1,215,279
shares are currently outstanding (consisting of 700,000 Step-Up Convertible
Preferred Shares, 300,000 Gold-Denominated Preferred Shares, and 215,279
Gold-Denominated Preferred Shares, Series II).
The Board of Directors believes that the increase in the authorized
Preferred Stock is also in the best interests of the Company since it will
provide the Company with greater flexibility to issue Preferred Stock in
connection with financings and for other corporate purposes, including
issuances in connection with possible acquisitions. In particular, the
Company currently has on file with the Securities and Exchange Commission
shelf registration statements under which the Company may issue shares of
Preferred Stock, among other kinds of securities. The Company routinely
reviews financing and other corporate opportunities that involve the
possible issuance of additional Preferred Stock. The Board of Directors
believes that the increase in the authorized Shares of Preferred Stock will
improve the ability of the Company to take advantage of financing and other
market opportunities as they may arise from time to time. In view of the
present ownership by FTX and its affiliates of approximately 69.8% of the
Common Stock, the Company believes that the Preferred Stock Proposal will
not have any significant anti-takeover effects.
If the Preferred Stock Proposal is adopted by the Company's
stockholders, it will become effective on the date that a certificate of
amendment to the Certificate of Incorporation is filed with the Secretary
of State of the State of Delaware, the Company's jurisdiction of
incorporation. It is anticipated that such filing will occur on or about
May 5, 1994.
Adoption of the Preferred Stock Proposal requires the affirmative vote
of the holders of a majority of (i) the outstanding Class A Common Shares
and Class B Common Shares, voting together as a single class, and (ii) the
outstanding Preferred Shares, voting together as a single class.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE
APPROVAL OF THE PREFERRED STOCK PROPOSAL.
Preliminary Copy
EXHIBIT A
SET FORTH BELOW IS THE TEXT OF ARTICLE FOURTH OF THE CERTIFICATE OF
INCORPORATION OF FREEPORT-MCMORAN COPPER & GOLD INC., AS PROPOSED TO BE
AMENDED IF EITHER (I) BOTH THE SPECIAL STOCK PROPOSAL AND THE PREFERRED
STOCK PROPOSAL ARE APPROVED (IN WHICH EVENT THE FIRST ALTERNATIVE VERSION
OF PARAGRAPH I WOULD BE EFFECTIVE) OR (II) THE SPECIAL STOCK PROPOSAL IS
APPROVED, BUT THE PREFERRED STOCK PROPOSAL IS NOT APPROVED (IN WHICH EVENT
THE SECOND ALTERNATIVE VERSION OF PARAGRAPH I WOULD BE EFFECTIVE).
FOURTH:
ALTERNATIVE 1 SHOWS PARAGRAPH I AS IT WOULD APPEAR IF BOTH THE SPECIAL
STOCK PROPOSAL AND THE PREFERRED STOCK PROPOSAL ARE APPROVED:
I. The total number of shares of all classes of capital stock that
the corporation shall have authority to issue is 500,000,000 shares, with a
par value of $0.10 per share. Of such shares, 250,000,000 shares shall
consist of Special Stock, 200,000,000 shares shall consist of Class B
Common Stock and 50,000,000 shares shall consist of Preferred Stock.
ALTERNATIVE 2 SHOWS PARAGRAPH I AS IT WOULD APPEAR IF THE SPECIAL
STOCK PROPOSAL IS APPROVED, BUT THE PREFERRED STOCK PROPOSAL IS NOT
APPROVED:
I. The total number of shares of all classes of capital stock that
the corporation shall have authority to issue is 452,000,000 shares, with a
par value of $0.10 per share. Of such shares, 250,000,000 shares shall
consist of Special Stock, 200,000,000 shares shall consist of Class B
Common Stock and 2,000,000 shares shall consist of Preferred Stock.
II. Special Stock.
A. Class A Common Stock
The Board of Directors of the corporation is expressly
authorized to adopt a resolution or resolutions providing for
the issuance of additional shares of Class A Common Stock
within the limits set forth in clause B of this Paragraph II.
The Class A Common Stock shall be treated, for all purposes,
together with the Class B Common Stock as though they were of
the same class.
B. Additional Shares of Special Stock
The Board of Directors is expressly authorized to adopt, from
time to time, a resolution or resolutions providing for the
issuance of the remaining shares of Special Stock in one or
more series, to fix the number of shares in each such series
(subject to the aggregate limitations thereon in this
Article), and to fix the designations, powers, preferences
and rights and the qualifications, limitations and
restrictions of each such series. Within the limits of the
authorized Special Stock, the corporation will be authorized
to issue additional shares of Class A Common Stock and shares
of additional Special Stock (including stock having
preferential rights as to dividends or upon liquidation),
including the issuance in exchange for shares of Class B
Common Stock of such shares for sale to the public. The
authority of the Board of Directors with respect to each such
series shall include, but not be limited to, determination of
the following (which may vary as between the different series
of Special Stock):
(a) The number of shares constituting the shares of the
series and the distinctive designation of the series;
(b) The dividend rate of the shares of the series and the
extent, if any, to which dividends thereon shall be
cumulative;
(c) Whether shares of the series shall be redeemable and, if
redeemable, the redemption price payable on redemption
thereof, which price may, but need not, vary according to the
time or circumstances of such redemption;
(d) The amount or amounts payable upon the shares of the
series in the event of voluntary or involuntary liquidation,
dissolution or winding up of the corporation prior to any
payment or distribution of the assets of the corporation to
any class or classes of stock of the corporation ranking
junior to the Special Stock;
(e) Whether the shares of the series shall be entitled to
the benefit of a sinking or retirement fund to be applied to
the purchase or redemption of shares of the series and, if so
entitled, the amount of such fund and the manner of its
application, including the price or prices at which the
shares may be redeemed or purchased through the application
of such fund;
(f) Whether the shares of the series shall be convertible
into, or exchangeable for, shares of any other class or
classes or of any other series of the same or any other class
or classes of stock of the corporation, and, if so
convertible or exchangeable, the conversion price or prices,
or the rates of exchange, and the adjustment thereof, if any,
at which such conversion or exchange may be made, and any
other terms and conditions of such conversion or exchange;
(g) The extent, if any, to which the holders of shares of
the series shall be entitled to vote on any questions or in
any proceedings or to be represented at and to receive notice
of any meeting of stockholders of the corporation;
(h) Whether, and the extent to which, any of the voting
powers, designations, preferences, rights, qualifications,
limitations or restrictions of any such series may be made
dependent upon facts ascertainable outside this Certificate
of Incorporation or of any amendment hereto or outside the
resolution or resolutions providing for the issuance of such
series adopted by the Board of Directors, provided the manner
in which such facts shall operate upon the voting powers,
designations, preferences, rights, qualifications,
limitations or restrictions of such series is clearly and
expressly set forth in the resolution or resolutions
providing for the issuance of such series adopted by the
Board of Directors; and
(i) Any other preferences, privileges or powers and any
relative, participating, optional or other special rights and
qualifications, limitations or restrictions of such series,
as the Board of Directors may deem advisable, which shall not
affect adversely any other class or series of Special Stock
at the time outstanding and which shall not be inconsistent
with the provisions of this Certificate of Incorporation.
III.(a) The holders of outstanding shares of Special Stock,
including Class A Common Stock, and Class B Common Stock are
entitled to receive dividends out of assets legally available
therefor at such times and such equal per share amounts as
the Board of Directors may from time to time determine, and
upon liquidation, dissolution or winding up of the
corporation, the holders of Special Stock, including Class A
Common Stock, and Class B Common Stock are entitled to
receive on an equal per share basis the assets of the
corporation which are legally available for distribution,
after payment of all debts and other liabilities of the
corporation, except as otherwise provided by the Board of
Directors, pursuant to clause (B)(d) of Paragraph II above,
with respect to any series of Special Stock other than the
Class A Common Stock. The shares of Special Stock, including
Class A Common Stock, and Class B Common Stock are neither
redeemable nor convertible, and the holders thereof have no
preemptive or subscription rights to purchase any securities
of the corporation, except as otherwise provided by the Board
of Directors, pursuant to clauses (B)(c) and (B)(f) of
Paragraph II above, with respect to any series of Special
Stock other than the Class A Common Stock.
(b) Each outstanding share of Special Stock, including Class
A Common Stock, and Class B Common Stock is entitled to one
vote on all matters submitted to a vote of stockholders,
except as otherwise provided by the Board of Directors,
pursuant to clause (B)(g) of Paragraph II above, with respect
to any series of Special Stock other than the Class A Common
Stock. There is no cumulative voting. The Special Stock
entitled to vote, including Class A Common Stock, and the
Class B Common Stock shall vote as a single class.
IV. Preferred Stock.
The Preferred Stock may be divided into and issued in series. The
Board of Directors is hereby expressly authorized, at any time or
from time to time, to divide any or all of the shares of the
Preferred Stock into series, and in the resolution or resolutions
establishing a particular series, before issuance of any of the
shares thereof, to fix and determine the powers, designations,
preferences and relative, participating, optional or other rights,
and any qualifications, limitations or restrictions, of the series
so established, to the fullest extent now or hereafter permitted
by the laws of the State of Delaware, including, but not limited
to, the variations between different series in the following
respects:
(a) The distinctive serial designation of such series;
(b) The annual dividend rate for such series, and the date
or dates from which dividends shall commence to accrue;
(c) The redemption price or prices, if any, for shares of
such series and the terms and conditions on which such
shares may be redeemed;
(d) The sinking fund provisions, if any, for the redemption
or purchase of shares of such series;
(e) The preferential amount or amounts payable upon shares
of such series in the event of the voluntary or
involuntary liquidation of the corporation;
(f) The voting rights of shares of such series;
(g) The terms and conditions, if any, upon which shares of
such series may be converted and the class or classes or
series of shares of the corporation into which such
shares may be converted; and
(h) Such other terms, limitations and relative rights and
preferences, if any, of shares of such series as the
Board of Directors may, at the time of such resolutions,
lawfully fix and determine under the laws of the State of
Delaware.
All shares of the Preferred Stock shall be of equal rank with each
other, regardless of series.
EXHIBIT B
SET FORTH BELOW IS THE TEXT OF PARAGRAPH I OF ARTICLE FOURTH OF THE
CERTIFICATE OF INCORPORATION OF FREEPORT-MCMORAN COPPER & GOLD INC., AS
PROPOSED TO BE AMENDED IF THE PREFERRED STOCK PROPOSAL IS APPROVED BUT THE
SPECIAL STOCK PROPOSAL IS NOT APPROVED. THE REMAINDER OF ARTICLE FOURTH
WOULD NOT BE CHANGED.
I. The total number of shares of all classes of capital stock that
the corporation shall have authority to issue is 360,000,000 shares, with a
par value of $0.10 per share. Of such shares, 110,000,000 shares shall
consist of Special Stock, 200,000,000 shares shall consist of Class B
Common Stock and 50,000,000 shares shall consist of Preferred Stock.
Preliminary Copy
FREEPORT-MCMORAN COPPER & GOLD INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF
STOCKHOLDERS, MAY 5, 1994
The undersigned hereby appoints James R. Moffett, George A. Mealey, and
Stephen M. Jones as proxies, with full power of substitution, to vote the
shares of the undersigned in Freeport-McMoRan Copper & Gold Inc. at the
Annual Meeting of Stockholders to be held on Thursday, May 5, 1994, at 9:00
a.m., and at any adjournment thereof, on all matters coming before the
meeting. THE PROXIES WILL VOTE: (1) AS YOU SPECIFY ON THE BACK OF THIS
CARD, (2) AS THE BOARD OF DIRECTORS RECOMMENDS WHERE YOU DO NOT SPECIFY
YOUR VOTE ON A MATTER LISTED ON THE BACK OF THIS CARD, AND (3) AS THE
PROXIES DECIDE ON ANY OTHER MATTER.
DATED_________________________, 1994
____________________________________
____________________________________
(SIGNATURE)
IF YOU WISH TO VOTE ON ALL MATTERS AS
THE BOARD OF DIRECTORS RECOMMENDS,
PLEASE SIGN, DATE AND RETURN THIS CARD.
IF YOU WISH TO VOTE ON ITEMS
INDIVIDUALLY, PLEASE ALSO MARK THE
APPROPRIATE BOXES ON THE BACK OF THIS
CARD.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE
(CONTINUED FROM OTHER SIDE)
The Board of Directors recommends a vote FOR: Nominees for directors of
Freeport-McMoRan
Copper & Gold Inc.
1. Election of the nominees for directors.
Leland O. Erdahl
( ) FOR ( ) WITHHELD Ronald Grossman
( ) FOR, EXCEPT WITHHELD FROM: Rene L. Latiolais
George A. Mealey
James R. Moffett
Wolfgang F. Siegel
Elwin E. Smith
Eiji Umene
________________________________________
2. Ratification of appointment of Arthur Andersen & Co. as independent
auditors.
( ) FOR ( ) AGAINST ( ) ABSTAIN
3. Approval of Special Stock Proposal to amend the Certificate of
Incorporation.
( ) FOR ( ) AGAINST ( ) ABSTAIN
4. Approval of Preferred Stock Proposal to amend the Certificate of
Incorporation.
( ) FOR ( ) AGAINST ( ) ABSTAIN
_______________________________________________________________________
You may specify your votes by marking the appropriate boxes on this side.
You need not mark any boxes, however, if you wish to vote all items in
accordance with the Board of Directors' recommendation. IF YOUR VOTES ARE
NOT SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES
FOR DIRECTORS AND FOR PROPOSALS 2, 3, AND 4.
PLEASE SIGN AND DATE ON OTHER SIDE
