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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
FREEPORT-McMoRan COPPER & GOLD INC.
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.10 PER SHARE
(Title of Class of Securities)
35671D 10 5
(CUSIP Number)
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
Attn: Allen I. Isaacson
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
MAY 31, 1995
(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 the statement
[ ]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
<PAGE>
This Amendment No. 1 amends the Schedule 13D filed on May 22, 1995
by each of The RTZ Corporation PLC and RTZ Indonesia Limited with
respect to the Class A Common Stock of Freeport-McMoRan Copper &
Gold, Inc. (the "Schedule 13D"), as follows. Terms used herein
have the meaning set forth in the Schedule 13D.
(a) Item 4 is hereby amended by restating each of the discussions
under the headings "Purchase Agreement" and "Registration Rights
Agreement" in its entirety to read as follows:
Purchase Agreement. Pursuant to an Agreement dated as of May 2,
1995 (the "Purchase Agreement"), between RTZI, RTZ and RTZA, on
the one hand, and FTX and FCX, on the other hand, on May 12, 1995,
RTZI purchased 21,531,100 shares of FCX Class A Common Stock from
FTX.
The Purchase Agreement also provides for certain transactions in
connection with the planned restructuring of FTX and FCX described
in FCX's Consent Solicitation Statement, dated February 7, 1995,
pursuant to which shares of Class B Common Stock, par value $.10
per share, of FCX (the "FCX Class B Common Stock") held by FTX at
the time of distribution will be distributed (the "Spin-Off") pro
rata to holders of Common Stock, par value $.10 per share, of FTX
(the "FTX Common Stock").
Pursuant to the terms of the Purchase Agreement, RTZI also
received the Option (which, under certain circumstances, as set
forth in the Purchase Agreement, must be exercised) to acquire
from FTX prior to the Spin-Off up to 3,588,517 additional shares
of FCX Class A Common Stock (the "Class A Common Stock"; together
with the FCX Class B Common Stock, the "FCX Common Stock") at
$20.90 per share.
The Purchase Agreement also requires that FTX call its 6.55%
Convertible Subordinated Notes, due 2001 (the "6.55% Notes"), for
redemption. FTX has issued a notice of redemption to holders of
the 6.55% Notes, dated May 31, 1995, which notice states that FTX
has called for redemption on June 30, 1995 all 6.55% Notes
outstanding on that date as provided therein.
Pursuant to the Purchase Agreement, FTX had the right to require
RTZA to make an all-cash tender offer (the "Tender Offer") for the
6.55% Notes for a price and on such other terms mutually
acceptable to FTX and RTZA and to convert any such 6.55% Notes
acquired in the Tender Offer into FTX Common Stock. The period
during which FTX was entitled to make such a request has expired
and, accordingly, RTZA is no longer obligated to make the Tender
Offer. Although not obligated to do so, RTZA may, from time to
time prior to the redemption date for the 6.55% Notes, purchase
6.55% Notes in the open market for conversion. See "May 31
Amendment" below.
Under certain circumstances, as set forth in the Purchase
Agreement, RTZI may be required to purchase additional shares of
FCX Class A Common Stock from FTX, at $20.90 per share. The
maximum amount that RTZI may be required to spend with respect to
such purchases is the amount equal to the aggregate redemption
price (including accrued and unpaid interest) for all 6.55% Notes,
reduced by the aggregate redemption price (including accrued and
unpaid interest) of any 6.55% Notes previously converted into FTX
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<PAGE>
Common Stock, and by other potential deductions referred to in the
Purchase Agreement.
May 31 Amendment. FTX and FCX, on the one hand, and RTZ, RTZI and
RTZA, on the other hand, have entered into a letter agreement
dated May 31, 1995 (the "May 31 Amendment") regarding, among other
things, the terms of the Purchase Agreement. Pursuant to the
May 31 Amendment, the parties agreed that Section 9.5.1 of the
Purchase Agreement (which, among other things, prohibits
acquisitions of shares of FTX Common Stock prior to the Spin-Off
except as a result of the transactions described in the Purchase
Agreement) is not intended to, and does not, restrict RTZ or its
affiliates from acquiring shares of FTX Common Stock upon
conversion of any 6.55% Notes, however such 6.55% Notes are
acquired.
In addition, the Purchase Agreement provides that during the five-
year period following the Spin-Off, RTZ and RTZA may not sell,
exchange, transfer or otherwise dispose of ("Dispose of") any
shares of FTX Common Stock received upon conversion of the 6.55%
Notes or any shares of FCX Class B Common Stock received in the
Spin-Off with respect thereto, subject to certain exceptions set
forth in the Purchase Agreement. Pursuant to the May 31
Amendment, the foregoing restriction will not apply to the sale,
exchange, transfer or other disposition (a "Disposition") by RTZA,
RTZ and their affiliates following the Spin-Off of (i) shares of
FTX Common Stock that, when combined with any other shares of FTX
Common Stock Disposed of by RTZA, RTZ and their affiliates
following the Spin-Off (other than in the manner described in
(iii) below), aggregate less than 1% of the number of shares of
FTX Common Stock outstanding immediately following the Spin-Off,
(ii) shares of FCX Class B Common Stock that, when combined with
any other shares of FCX Class B Common Stock Disposed of by RTZA,
RTZ and their affiliates following the Spin-Off (other than in the
manner described in (iii) below), aggregate less than 1% of the
number of shares of FCX Common Stock outstanding immediately
following the Spin-Off, or (iii) shares of both FTX Common Stock
and FCX Class B Common Stock where (x) such shares are Disposed of
in accordance with a single plan of disposition that has been
communicated by RTZA, RTZ or their affiliates to a sales agent,
(y) the Disposition is completed within 60 business days from the
date of the first sale of FTX Common Stock or FCX Class B Common
Stock pursuant to such plan, and (z) the shares of FTX Common
Stock and FCX Class B Common Stock Disposed of represent equal
percentages of the respective numbers of shares of the FTX Common
Stock and the FCX Class B Common Stock that RTZA, RTZ and their
affiliates, in the aggregate, held immediately following the Spin-
Off.
In connection with the Purchase Agreement, FTX, RTZ and RTZA
entered into a Registration Rights Agreement, dated May 12, 1995
(the "FTX Registration Rights Agreement"), a copy of which is
filed as part of Exhibit (2) to this Schedule 13D. Pursuant to
the FTX Registration Rights Agreement, RTZ has the right to, among
other things, request that FTX effect a registered public offering
of shares of FTX Common Stock acquired by RTZA in connection with
the transactions contemplated by the Purchase Agreement. RTZA
also has the right to participate in a registered public offering
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<PAGE>
by FTX or another stockholder by selling such shares in such
offering. Such rights are exercisable at any time and expire on
December 31, 2021. The May 31 Amendment provides that the shares
of FTX Common Stock subject to the FTX Registration Rights
Agreement include shares of FTX Common Stock acquired by RTZ or
its affiliates upon conversion of any 6.55% Notes, however such
6.55% Notes are acquired, to the extent that such shares of FTX
Common Stock are not freely transferable by RTZ or its affiliates
without registration under the Securities Act of 1933, as amended.
Although not obligated to do so, RTZA may, from time to time prior
to the redemption date for the 6.55% Notes, purchase 6.55% Notes
in the market for conversion. If any 6.55% Notes are so acquired,
RTZA may, from time to time prior to the Spin-Off, subject to
certain restrictions contained in the Purchase Agreement, sell
shares of FTX Common Stock acquired upon conversion of the 6.55%
Notes in open market transactions or otherwise. If any 6.55% Notes
are so acquired and RTZA holds shares of FTX Common Stock at the time
of the Spin-Off, RTZA may, from time to time after the Spin-Off,
subject to the limitations set forth in the second preceding
paragraph, sell shares of FTX Common Stock and/or shares of FCX
Class B Common Stock received in the Spin-Off in open market
transactions, public distributions pursuant to a registration
statement, privately negotiated transactions, or otherwise.
RTZA's decision whether or not to purchase any 6.55% Notes and/or
to sell shares of FTX Common Stock received upon any conversions
of such 6.55% Notes and/or shares of FCX Class B Common Stock, and
the timing, manner and other terms and conditions of any such
purchases or sales, will be made in light of all the circumstances
applicable at the time, including, but not limited to, general
economic and market conditions, the market price of 6.55% Notes,
FTX Common Stock and FCX Class B Common Stock, and whether the
price and other terms of purchase or sale are satisfactory to
RTZA.
Representations and Warranties and Conduct of Business Prior to
and Following the Spin-Off. The Purchase Agreement provides for
customary covenants of each of RTZ, RTZI, RTZA, FTX and FCX in
respect of the period prior to the Spin-Off and for customary
representations and warranties. In addition, FTX agreed not to
sell or otherwise dispose of shares of FCX Class A Common Stock or
FCX Class B Common Stock prior to the Spin-Off without the consent
of RTZ for a purchase price per share of less than $20.90.
Acquisition and Disposition of Shares of FCX Common Stock.
Pursuant to the Purchase Agreement, RTZ, RTZA, RTZI, and their
affiliates may not without the consent of FCX or FTX, as the case
may be, acquire any shares of FTX's $4.375 Convertible
Exchangeable Preferred Stock, par value $1.00 per share, FTX
Common Stock or shares of any capital stock of FCX entitled to
vote for the election of directors ("FCX Voting Stock"), during the
period from the date of the Purchase Agreement to the date the FCX
Class B Common Stock is distributed in the Spin-Off, except as a
result of the transactions described in the Purchase Agreement and
as provided in the May 31 Amendment described above.
In addition to the restriction on Dispositions during the five-
year period following the Spin-Off of shares of FTX Common Stock
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<PAGE>
and shares of FCX Class B Common Stock described above under
"May 31 Amendment," the Purchase Agreement provides that, subject
to certain exceptions set forth in the Purchase Agreement, during
the five-year period following the Spin-Off, RTZ, RTZA and their
affiliates may not acquire shares of FCX Class B Common Stock.
Pursuant to the Purchase Agreement, RTZI has been granted certain
pre-emptive rights, subject to certain exceptions, in the event
FCX issues, sells or grants shares of FCX Common Stock or
securities convertible into or exchangeable for, or warrants,
options or other rights to purchase, shares of FCX Common Stock,
whether by public offering or otherwise.
In the event that any such issuance, sale or grant does not
involve a public offering and the consideration is not securities
or assets of another company, RTZI will have the right to purchase
(i) a proportionate number of such securities or (ii) all of such
securities subject to the approval of the board of directors of
FCX under certain circumstances.
In the event of any such proposed issuance, sale or grant of such
securities (i) in connection with any acquisition of securities or
assets of another company or otherwise, or (ii) in a public
offering, RTZI will have the right to purchase up to a
proportionate number of such securities. Any issuance, sale or
grant by FCX to RTZI pursuant to such provisions will be on terms
no less favorable than that of the proposed issuance, sale or
grant and, with respect to securities offered in a public
offering, for a price equal to the public offering price per
share. In the event of any transaction for consideration other
than cash, the purchase price will be based on the public market
price or, if the security is not publicly traded, will be agreed
between the parties or determined by an independent appraiser.
In the event RTZ and its affiliates fail to beneficially own, in
the aggregate, at least 5% of the then outstanding shares of FCX
Common Stock, the pre-emptive rights provisions described in the
three foregoing paragraphs terminate.
The Purchase Agreement provides that to the extent the
transactions contemplated thereby result in RTZ or any of its
affiliates becoming an "interested stockholder" as defined in the
Delaware General Corporation Law 203 ("DGCL 203") of FTX or
FCX, the boards of directors of FTX and FCX have approved such
transactions for the purposes of DGCL 203.
The Purchase Agreement also provides that, except as described
above, RTZ and its affiliates will not be directly or indirectly
restricted from future acquisitions of shares of FCX Voting Stock,
except that approval of FCX's board of directors will be required
for RTZ or its affiliates, alone or acting in concert with others,
to acquire beneficial ownership of shares of FCX Voting Stock as
will elect a majority of the directors of FCX. The board of
directors of each of FTX and FCX has agreed pursuant to the
Purchase Agreement that if FCX adopts a "rights plan," "poison
pill" or other plan or arrangement which provides for the
distribution to its shareholders, by way of dividend or otherwise,
of shares of capital stock of FCX, warrants, options or other
rights to purchase shares of capital stock of FCX, or securities
convertible into or exchangeable for shares of capital stock of
FCX, upon the occurrence of specified events, then any
transactions between FCX and any of its affiliates, on the one
hand, and RTZ and any of its affiliates, on the other hand, and
any transactions by RTZ or its affiliates relating to shares of
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<PAGE>
the capital stock of FCX, or warrants, options or other rights to
purchase shares of capital stock of FCX, or securities convertible
into or exchangeable for shares of capital stock of FCX, shall be
excluded from such specified events, unless such transactions
result in the acquisition by RTZ and its affiliates of beneficial
ownership of shares of FCX Voting Stock as will elect a majority
of the directors of FCX. The board of directors of FCX has also
approved any future acquisitions by RTZ and its affiliates of FCX
Voting Stock for the purposes of DGCL 203 to the extent such
acquisitions do not result in the acquisition by RTZ and its
affiliates of beneficial ownership of shares of FCX Voting Stock
as will elect a majority of the directors of FCX.
Voting and Board of Directors. The Purchase Agreement provides
that following the completion of RTZI's purchase of 21,531,100
shares of FCX Class A Common Stock pursuant to the Purchase
Agreement, RTZI and RTZA will have the right to nominate for
submission to FCX's stockholders the number of directors which is
proportionately equal to the aggregate percentage ownership of
RTZI and RTZA of all outstanding shares of FCX Class A Common
Stock and FCX Class B Common Stock, subject to certain
limitations. FCX has agreed to include such individuals nominated
by RTZA and RTZI with the directors recommended by the management
of FCX and to not take any actions which may be inconsistent with,
conflict with, or otherwise hinder, the election of such
individuals. Pursuant to the Purchase Agreement, no later than
the earlier of 60 days after the Spin-Off Date or January 2, 1996,
FCX will appoint the persons nominated by RTZA and RTZI as interim
directors to take office until the following stockholders' meeting
or consent solicitation for the election of directors. If the
number of directors of FCX is reduced to less than 10, RTZA and
RTZI will have the right to nominate no less than one director to
be elected by holders of FCX Class A Common Stock for submission
to FCX's stockholders, provided that RTZI continues to hold
substantially all of the shares of FCX Class A Common Stock
purchased pursuant to the Purchase Agreement.
In the event RTZ and its affiliates fail to beneficially own, in
the aggregate, at least 5% of the then outstanding shares of FCX
Common Stock, the rights and obligations described in the
foregoing paragraph shall terminate.
Pursuant to the Purchase Agreement, RTZ, RTZA and RTZI have agreed
that for as long as they and their affiliates beneficially own, in
the aggregate, more than 5% of the outstanding shares of
FCX Voting Stock, and directors nominated by RTZA and RTZI as
described in the second preceding paragraph continue to serve as
directors of FCX, then RTZ, RTZA and RTZI will cause such FCX
Voting Stock to (i) be represented in person or proxy at each
stockholder meeting or consent solicitation, and (ii) vote its
shares for the election of the slate of directors recommended by a
majority of the board of directors of FCX, which will include the
nominees of RTZA and RTZI.
Registration Rights Agreement. Pursuant to the Purchase
Agreement, FCX has entered into a Registration Rights Agreement
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<PAGE>
with RTZ, RTZA and RTZI (the "FCX Registration Rights Agreement"),
pursuant to which RTZ has the right to request five times that FCX
effect a registered public offering of, and RTZI and RTZA have the
right to participate in a registered public offering by FCX or by
another stockholder by selling in such offering, shares of FCX
Common Stock acquired by RTZI and RTZA pursuant to the Purchase
Agreement. The rights are exercisable at any time after the
earlier of the Spin-Off and December 31, 1995, and expire on
December 31, 2021. Pursuant to the May 31 Amendment, the shares
of FCX Common Stock subject to the FCX Registration Rights
Agreement include shares of FCX Class B Common Stock acquired by
RTZ and/or its affiliates in the Spin-Off as a result of ownership
of FTX Common Stock acquired by RTZ or its affiliates upon
conversion of any 6.55% Notes, however such 6.55% Notes are
acquired.
(b) Item 4 is hereby further amended by restating the last
paragraph of Item 4 in its entirety to read as follows:
The foregoing descriptions of the Purchase Agreement and FTX
Registration Rights Agreement, the May 31 Amendment, the FCX
Registration Rights Agreement and the Implementation Agreement are
not intended to be complete and are qualified in their entirety by
the complete text of each of such documents, all of which are
incorporated herein by reference. Copies of such documents are
filed as Exhibits (2), (5), (3) and (4), respectively, to this
Schedule 13D.
(c) Item 7 is hereby amended and restated in its entirety to read
as follows:
ITEM 7. Material to be Filed as Exhibits
(1) Joint Filing Agreement, dated May 22, 1995, between The RTZ
Corporation PLC and RTZ Indonesia Limited.
(2) Agreement, dated as of May 2, 1995, by and between Freeport-
McMoRan Inc. and Freeport-McMoRan Copper & Gold Inc., on the one
hand, and The RTZ Corporation PLC, RTZ Indonesia Limited and RTZ
America, Inc., on the other hand, including Exhibits C, D and
8.1.15 thereto, the Schedules thereto and Registration Rights
Agreement entered into pursuant thereto between Freeport-McMoRan
Inc., The RTZ Corporation PLC and RTZ America, Inc., dated May 12,
1995, and letter agreement, dated May 12, 1995, between Freeport-
McMoRan Inc., The RTZ Corporation PLC and RTZ America, Inc.
(3) Registration Rights Agreement, dated as of May 12, 1995,
between Freeport-McMoRan Copper & Gold Inc., on the one hand, and
The RTZ Corporation PLC, RTZ Indonesia Limited and RTZ America,
Inc., on the other hand, entered into pursuant to the Agreement
referred to in (2) above.
(4) Implementation Agreement, dated as of May 2, 1995,
between Freeport-McMoRan Copper & Gold Inc. and The RTZ
Corporation PLC, including form of Participation Agreement
to be entered into between P.T. Freeport Indonesia Company
and an affiliate of The RTZ Corporation PLC to be organized
under the laws of Indonesia, and form of Loan Agreement to
be entered into between P.T.
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<PAGE>
Freeport Indonesia, Company and an affiliate of The RTZ
Corporation PLC organized under the laws of England.
(5) Letter agreement, dated May 31, 1995, between Freeport-
McMoRan Inc. and Freeport-McMoRan Copper & Gold Inc., on the
one hand, and The RTZ Corporation PLC, RTZ Indonesia Limited
and RTZ America, Inc., on the other hand.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: June 1, 1995
RTZ INDONESIA LIMITED
By:/s/ John S. Bradley
Name: John S. Bradley
Title: Director
RTZ CORPORATION PLC
By:/s/ John S. Bradley
Name: John S. Bradley
Title: Secretary
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<PAGE>
INDEX OF EXHIBITS
(1) Joint Filing Agreement, dated May 22, 1995, between The RTZ
Corporation PLC and RTZ Indonesia Limited.*
(2) Agreement, dated as of May 2, 1995, by and between Freeport-
McMoRan Inc. and Freeport-McMoRan Copper & Gold Inc., on the one
hand, and The RTZ Corporation PLC, RTZ Indonesia Limited and RTZ
America, Inc., on the other hand, including Exhibits C, D and
8.1.15 thereto, the Schedules thereto and Registration Rights
Agreement entered into pursuant thereto between Freeport-McMoRan
Inc., The RTZ Corporation PLC and RTZ America, Inc., dated May 12,
1995,* and letter agreement, dated May 12, 1995, between Freeport-
McMoRan Inc., The RTZ Corporation PLC and RTZ America, Inc.**
(3) Registration Rights Agreement, dated as of May 12, 1995,
between Freeport-McMoRan Copper & Gold Inc., on the one hand, and
The RTZ Corporation PLC, RTZ Indonesia Limited and RTZ America,
Inc., on the other hand, entered into pursuant to the Agreement
referred to in (2) above.*
(4) Implementation Agreement, dated as of May 2, 1995, between
Freeport-McMoRan Copper & Gold Inc. and The RTZ Corporation PLC,
including form of Participation Agreement to be entered into
between P.T. Freeport Indonesia Company and an affiliate of The
RTZ Corporation PLC to be organized under the laws of Indonesia,
and form of Loan Agreement to be entered into between P.T.
Freeport Indonesia Company and an affiliate of The RTZ Corporation
PLC organized under the laws of England.*
(5) Letter agreement, dated May 31, 1995, Freeport-McMoRan Inc.
and Freeport-McMoRan Copper & Gold Inc., on the one hand, and The
RTZ Corporation PLC, RTZ Indonesia Limited and RTZ America, Inc.,
on the other hand.**
______________________
* Filed with original Schedule 13D on May 22, 1995.
** Filed herewith
The RTZ Corporation PLC
6 St. James's Square
London SW1Y 4LD England
RTZ America, Inc.
100 Quentin Roosevelt Boulevard
Suite 503
Garden City, NY 11530
May 12, 1995
Freeport-McMoRan Inc.
1615 Poydras Street
New Orleans, LA 70112
Dear Sirs:
We refer to the Agreement dated as of May 2, 1995 by
and between Freeport-McMoRan Inc., a Delaware corporation, and
Freeport-McMoRan Copper & Gold Inc., a Delaware corporation, on
the one hand, and The RTZ Corporation PLC, a company organized
under the laws of England ("RTZ"), RTZ Indonesia Limited, a
company organized under the laws of England and a subsidiary of
RTZ, and RTZ America, Inc., a Delaware corporation ("RTZA") and a
subsidiary of RTZ, on the other hand (the "Purchase Agreement").
Capitalized terms used herein and not otherwise defined are used
as defined in the Purchase Agreement.
The purpose of this letter is to confirm our mutual
understanding that if RTZ requests registration under the
Securities Act of the shares of Parent Common Stock acquired by
RTZA upon conversion of the 6.55% Notes acquired in the Tender
Offer, a reasonable period of time for purposes of Section 7(a)(i)
of the Purchase Agreement will include the time necessary to
prepare and file a registration statement relating to such shares
of Parent Common Stock and 60 business days following the
effectiveness thereof. If all such shares of Parent Common Stock
are sold prior to the end of such 60 business day period, the
period of delay required by Section 7(a)(i) of the Purchase
Agreement will end upon the completion of such sales.
<PAGE>
Please confirm in the space provided below that the
foregoing sets forth our mutual understanding.
Sincerely,
THE RTZ CORPORATION PLC
By: /s/ Allen Isaacson
Name: Allen Isaacson
Title: Attorney-in-Fact
RTZ AMERICA, INC.
By: /s/ William M. Higgins
Name: William M. Higgins
Title: Vice President
Confirmed:
FREEPORT-McMoRan INC.
By: /s/ John G. Amato
Name: John G. Amato
Title: General Counsel
- 2 -
Privileged and Confidential
May 31, 1995
The RTZ Corporation PLC &
RTZ Indonesia Limited
6 St. James's Square
London SW1Y 4LD
England
Attention: The Company Secretary
RTZ America, Inc.
100 Quentin Roosevelt Blvd.
Suite 503
Garden City, New York 11530
Attention: The Company Secretary
Ladies and Gentlemen:
Reference is made to the Agreement, dated as of May 2,
1995, by and between Freeport-McMoRan Inc. ("Parent") and
Freeport-McMoRan Copper & Gold Inc. (the "Company), on the one
hand, and The RTZ Corporation PLC ("RTZ"), RTZ Indonesia Limited
(the "Purchaser") and RTZ America, Inc. ("RTZA"), on the other
hand (the "Agreement"). Capitalized terms used herein have the
meanings specified in the Agreement, unless otherwise defined
herein.
1. The parties agree that Section 9.5.1 of the
Agreement is not intended to, and does not, restrict RTZ or its
Affiliates from acquiring Parent Common Stock upon conversion of
any 6.55% Notes, however such 6.55% Notes are acquired.
2. The parties agree that (a) the term "Registrable
Securities" in the Registration Rights Agreement, dated as of May
12, 1995, by and among Parent, on the one hand, and RTZ and RTZA,
on the other hand (the "Parent Registration Rights Agreement"),
includes any shares of Parent Common Stock acquired by RTZ or its
Affiliates upon conversion of any 6.55% Notes, however such 6.55%
Notes are acquired, to the extent that such shares of Parent
Common Stock are not freely transferable by RTZ or its Affiliates
without registration under the Securities Act and (b) the term
"Registrable Securities" in the Registration Rights Agreement,
dated as of May 12, 1995, between the Company, on the one hand,
and RTZ, RTZA and the Purchaser, on the other hand (the "Company
Registration Rights Agreement"), includes any shares of Class B
Common Stock acquired by RTZ and/or its Affiliates in the Spin-Off
as a result of ownership of Parent Common Stock acquired by RTZ or
its Affiliates upon conversion of any 6.55% Notes, however such
6.55% Notes are acquired.
<PAGE>
The RTZ Corporation PLC - 2 - May 31, 1995
RTZ Indonesia Limited
RTZ America, Inc.
3. The first sentence of Schedule 9.5.2 to the
Agreement is hereby amended and restated to read in its entirety
as follows:
"RTZA, RTZ and their Affiliates will not during the five-year
period following the Spin-Off sell, exchange, transfer or
otherwise dispose of ("Dispose of") any shares of Parent
Common Stock received upon the conversion of the 6.55% Notes
or any shares of the Class B Common Stock received in the
Spin-Off with respect thereto unless they first obtain either
a supplemental private letter ruling from the IRS or an
opinion of nationally recognized tax counsel, reasonably
satisfactory to Parent, that such sale, exchange, transfer or
other disposition (a "Disposition") will not adversely affect
the tax-free nature of the Spin-Off or the ability of Parent
to rely on the Spin-Off Private Letter Ruling, in each case
other than with respect to Section 367(e); provided that this
restriction will not apply to the Disposition by RTZA, RTZ
and their Affiliates following the Spin-Off of (i) shares of
Parent Common Stock that, when combined with any other shares
of Parent Common Stock Disposed of by RTZA, RTZ and their
Affiliates following the Spin-Off (other than in the manner
described in (iii) below), aggregate less than 1% of the
number of shares of Parent Common Stock outstanding
immediately following the Spin-Off, (ii) shares of Class B
Common Stock that, when combined with any other shares of
Class B Common Stock Disposed of by RTZA, RTZ and their
Affiliates following the Spin-Off (other than in the manner
described in (iii) below), aggregate less than 1% of the
number of shares of Company Common Stock outstanding
immediately following the Spin-Off, or (iii) shares of both
Parent Common Stock and Class B Common Stock where (x) such
shares are Disposed of in accordance with a single plan of
disposition that has been communicated by RTZA, RTZ or their
Affiliates to a sales agent, (y) the Disposition is completed
within 60 business days from the date of the first sale of
Parent Common Stock or Class B Common Stock pursuant to such
plan and (z) the shares of Parent Common Stock and Class B
Common Stock Disposed of represent equal percentages of the
respective numbers of shares of the Parent Common Stock and
the Class B Common Stock that RTZA, RTZ and their Affiliates,
in the aggregate, held immediately following the Spin-Off."
4. Except to the extent amended by this letter, all
of the provisions of the Agreement, the Parent Registration Rights
Agreement and the Company Registration Rights Agreement shall
continue in full force and effect and shall inure to the benefit
of and shall be binding upon the parties thereto and their
successors and permitted assigns.
<PAGE
If the foregoing accurately sets forth our agreement,
please so indicate by signing and returning to the undersigned a
copy of this letter, whereupon this letter agreement shall become
a binding agreement among us.
Very truly yours,
FREEPORT-McMoRan INC.
By/s/ James R. Moffett
Name: James R. Moffett
Title: Chairman of the Board
and Chief Executive Officer
FREEPORT-McMoRan COPPER & GOLD, INC.
By /s/ Charles W. Goodyear
Name: Charles W. Goodyear
Title: Senior Vice President
and Chief Investment Officer
ACCEPTED AND AGREED TO AS OF THE
DATE FIRST ABOVE WRITTEN:
THE RTZ CORPORATION PLC
By /s/ R. Adams
Name: Robert Adams
Title: Director
RTZ INDONESIA LIMITED
By /s/ M.M. Freeman
Name: Michael Freeman
Title: Director
RTZ AMERICA, INC.
By /s/ William M. Higgins
Name: William M. Higgins
Title: Vice President
Footnote continued from previous page
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