SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Definitive proxy statement
[x] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
FREEPORT McMoRan COPPER & GOLD INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(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:
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(2) Aggregate number of securities to which transactions applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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[ ] 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.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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March 8, 1995
Dear Stockholder:
On February 7, 1995, Freeport-McMoRan Copper & Gold Inc. (the "Company")
mailed a Consent Solicitation Statement and form of consent to all holders of
Common Stock of the Company (the "Stockholders"). By public announcement, the
Company has extended the period in which consents solicited by the Consent
Solicitation Statement may be executed and returned to the Company (the
"Solicitation Termination Time") to 4:30 p.m., New York City time, on March
20, 1995.
Consents are being solicited by the Company's Board of Directors with
respect to proposals to make certain changes to the Company's capital
structure and corporate governance and to establish certain new benefit plans.
All of the proposals are related to the plan of Freeport-McMoRan Inc.
("Freeport-McMoRan") to distribute to its stockholders, on a tax-free basis,
all of the Company's Class B Common Stock that Freeport-McMoRan owns at the
time of the distribution (the "Distribution"). As indicated in the Consent
Solicitation Statement, the proposals will not be implemented and the
Distribution will not be made until Freeport-McMoRan recapitalizes or
refinances certain of its existing indebtedness (the "Freeport-McMoRan
Restructuring").
Enclosed is a press release describing important developments with respect
to the Company. As described in more detail in the press release,
Freeport-McMoRan, the Company, The RTZ Corporation PLC ("RTZ") and RTZ America
Inc. ("RTZA") have recently signed letters of intent relating to a series of
transactions whereby RTZA will acquire a significant shareholding position in
the Company from Freeport-McMoRan, thereby facilitating the Freeport-McMoRan
Restructuring, and RTZ will provide financing for the exploration and
development activities of the Company's Indonesian subsidiaries. The
transactions are subject to certain conditions, including the negotiation,
execution and delivery of definitive agreements.
As described in the enclosed press release, RTZA will have the right to
nominate for submission to the Stockholders at meetings for the election of
directors the number of directors (rounded to the nearest whole number) which
is proportionately equal to RTZA's percentage ownership of all outstanding
shares of the Company's Class A Common Stock and Class B Common Stock and,
within 60 days after the Distribution, the appropriate number of persons
designated by RTZA will be appointed as interim directors to take office until
the next stockholders' meeting for the election of directors. This will
affect the composition and possibly the size of the Company's Board of
Directors, although no determination has been made as to the number or
identity of RTZA nominees or the manner in which the changes will be effected.
Except as described above, the proposed transactions with RTZ and RTZA
will not affect the proposed structure of the Company's Board of Directors,
the proposed changes to the voting power of the Company's Common Stock and
Preferred Stock or any of the other proposals described in the Consent
Solicitation Statement.
As described above, the Company has extended the Solicitation Termination
Time. If you have not already submitted a consent card, please do so
promptly. For your consent to be counted, the original consent card we sent
you or the enclosed duplicate of the original consent card must be signed,
dated and received by the Company prior to the Solicitation Termination Time,
as extended. For further information with respect to the consent, please
refer to the Consent Solicitation Statement.
Very truly yours,
JAMES R. MOFFETT
Chairman of the Board
FREEPORT-McMoRan COPPER & GOLD INC.
Freeport-McMoRan Inc.
To Sell Portion Of Its Shares in
Freeport-McMoRan Copper & Gold Inc.
Freeport-McMoRan Copper & Gold Inc.
and
RTZ America Inc.
and
The RTZ Corporation PLC
to Establish Strategic Alliance
New Orleans, LA., March 7, 1995 -- Freeport-McMoRan Copper & Gold Inc.
(NYSE:FCX), Freeport-McMoRan Inc. (NYSE:FTX), The RTZ Corporation PLC (RTZ)
and RTZ America Inc. (RTZ America) announced today that they have signed
letters of intent whereby RTZ America may acquire over 18% of the outstanding
common equity of FCX for up to approximately $875 million; FCX and
subsidiaries of FCX will enter into joint venture arrangements with
subsidiaries of RTZ pursuant to which RTZ's subsidiaries intend to invest up
to $850 million on exploration and development projects on lands controlled by
FCX's Indonesian subsidiaries and RTZ will acquire 25% of FCX's Spanish
smelter operations.
RTZ America will acquire from FTX approximately 21.5 million shares of FCX
Class A common stock (approximately 10.4% of the outstanding common equity of
FCX) for $450 million. FTX will call its 6.55% Convertible Subordinated Notes
(Notes), the outstanding principal amount of which is approximately $373
million. If requested by FTX, RTZ America will make a cash tender offer for
the Notes. RTZ America will be obligated to convert any Notes it acquires
into the common stock of FTX. If RTZ America acquires all of the Notes and
exercises an option it will receive from FTX to acquire approximately 3.5
million common shares of FCX, after completion of FTX's previously announced
restructuring RTZ America would own approximately 12% of FTX's common shares
anticipated to be outstanding and, in the aggregate, over 18% of the
outstanding common equity of FCX. FTX anticipates it will offer FTX common
shares in exchange for its $4.375 Convertible Exchangeable Preferred Stock.
FTX's Zero Coupon Convertible Subordinated Debentures will be redeemed for
cash.
The transaction with RTZ America would enable FTX to distribute its FCX
ownership to its shareholders pursuant to the tax-free spin-off plan announced
by FTX in May 1994. As previously announced, in November 1994 FTX received a
private letter ruling from the Internal Revenue Service that the distribution
would be a tax-free transaction. As the total number of shares of FCX will
not change as a result of these transactions, RTZ's acquisition of FCX shares
from FTX will not result in any dilution to the current holders of FCX Class A
shares.
RTZ is expected to contribute substantial operating and management
expertise to FCX's business. Representatives of RTZ America, in proportion to
RTZ America's ownership in FCX, will be nominated to the FCX Board of
Directors. In addition, RTZ and FCX will exchange management personnel and
establish an Operating Committee, consisting of personnel of FCX and RTZ,
through which the policies established by the Board of Directors of FCX will
be implemented and operations will be conducted.
In addition to RTZ America's acquisition of FCX stock, RTZ and FCX have
agreed to establish exploration joint ventures involving the Contracts of Work
(COWs) held by subsidiaries of FCX, P.T. Freeport Indonesia Company (PT-FI)
and a subsidiary of Eastern Mining Company (EMC). Under the joint venture
arrangements, subsidiaries of RTZ will acquire a 40% beneficial interest in
the COW held by EMC and a 40% beneficial interest in the portion of PT-FI's
COW generally referred to as Block B which excludes PT-FI's current
operations. In addition, a subsidiary of RTZ will acquire a 40% beneficial
interest in future expansion projects in Block A of PT-FI's COW, which is the
area encompassed by PT-FI's original COW and which includes its current
operations. Under the joint venture arrangements, RTZ and FCX will establish
an Exploration Committee to approve exploration expenditures and subsidiaries
of RTZ will pay for all further exploration approved by the committee until
RTZ has paid an aggregate of $100 million. The parties will pay ratably in
proportion to their ownership, additional exploration costs and the costs to
develop projects mutually agreed upon in EMC's COW area and Block B of PT-FI's
COW.
For future expansion projects in Area A of PT-FI's COW, subsidiaries of
RTZ will provide up to a maximum of $750 million for 100% of defined costs to
develop such projects. RTZ will receive 100% of incremental cash flow
attributed to the expansion projects until it has received an amount equal to
the funds it has provided plus interest based on RTZ's cost of borrowing.
Subsequently, the parties will share in incremental cash flow ratably in
proportion to their ownership. Future expansion projects in Block A of
PT-FI's COW will exclude any interest in future production equivalent to FCX's
expanded 115,000 tons per day milling operations.
A subsidiary of RTZ will purchase a 25% interest in FCX's Huelva, Spain
copper smelter, which is currently being expanded to 270 thousand metric tons
of annual metal production. RTZ will also acquire a 25% interest in FCX's
Spanish mineral exploration program.
James R. Moffett, Chairman and CEO of FTX and Chairman of FCX said "This
strategic combination allows two world-class mining companies to combine their
expertise in a truly synergistic transaction that will further enhance what is
now one of the world's most successful mining and mineral exploration
companies. RTZ's operating and management expertise will assist FCX in
remaining one of the lowest cost copper operations in the world while FCX
continues to focus on its exploration opportunities in Indonesia. RTZ's
funding for FCX's Indonesian operations will free up FCX's significant cash
flow that will be generated by its 115K expansion now being completed. In
addition, the transaction with RTZ America will provide the funds necessary to
complete the refinancing of FTX's liabilities, which will remove the last
major hurdle in FTX's restructuring announced last May."
Robert Wilson, RTZ's Chief Executive said "We are delighted to have this
unique opportunity to participate in the future development of Grasberg, one
of the world's most remarkable mineral resources, and in the exceptional
exploration potential of Irian Jaya. Grasberg is a large and complex
operation, but given RTZ's experience in other major open pit copper orebodies
such as Bingham Canyon, Palabora and Escondida, we anticipate considerable
mutual benefit from combining our skills in this way. We welcome the
opportunity to make a substantial investment in the fast growing Indonesian
economy. When additional reserves are established and production is increased
at Grasberg, or new orebodies discovered, there will be excellent
opportunities to enhance the value of both companies for the benefit of our
respective shareholders."
All of these arrangements are subject to, among other things, certain
regulatory approvals and approval by the FCX Class A common shareholders of
the Plan of Merger dated February 7, 1995. RTZ America's acquisition of
shares in FCX is expected to be completed by June 30, 1995.
FREEPORT-McMoRan COPPER & GOLD INC.
CONSENT TO THE PROPOSALS SOLICITED BY
FREEPORT-McMoRan COPPER & GOLD INC.
The undersigned hereby consents or withholds consent as
specified on the reverse side of the approval to the Proposals made by
Freeport-McMoRan Copper & Gold Inc. (the "Company") as described in the
Consent Solicitation Statement dated February 7, 1995.
Please be certain to indicate on the reverse side whether you
wish to consent or withhold consent.
If this card is executed but no choice is indicated for a
Proposal, you will be deemed to have consented to such Proposal.
The Consent Solicitation Statement contains important
information regarding the Proposals. The Board of Directors of the Company
therefore recommends that you do not execute this consent unless you have
received and read a copy of the Consent Solicitation Statement.
This consent is solicited on behalf of the Board of Directors
of Freeport-McMoRan Copper & Gold Inc.
(Continued and to be signed on the reverse side)
[GRAPHICS BLUE LINE ACROSS CARD]
(1) MERGER PROPOSAL
[ ] CONSENT
[ ] WITHHOLD CONSENT
(2) PROPOSAL TO REDUCE VULNERABILITY TO TAKEOVER
[ ] CONSENT
[ ] WITHHOLD CONSENT
(3) PROPOSAL FOR ADJUSTED STOCK AWARD PLAN
[ ] CONSENT
[ ] WITHHOLD CONSENT
(4) PROPOSAL FOR 1995 STOCK OPTION PLAN
[ ] CONSENT
[ ] WITHHOLD CONSENT
(5) PROPOSAL FOR 1995 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
[ ] CONSENT
[ ] WITHHOLD CONSENT
(6) PROPOSAL FOR ANNUAL INCENTIVE PLAN
[ ] CONSENT
[ ] WITHHOLD CONSENT
(7) PROPOSAL FOR 1995 LONG-TERM PERFORMANCE
INCENTIVE PLAN
[ ] CONSENT
[ ] WITHHOLD CONSENT
Please sign your name exactly as
it appears hereon. If signing for
estates, trusts or corporations,
title or capacity should be stated.
If shares are held jointly, each
holder should sign.
CONSENT CARD
Please sign, date and return this
consent using the enclosed envelope.
Date: __________________________, 1995
___________________________________
___________________________________
Signature(s)
___________________________________
___________________________________
Please print name(s) here
"PLEASE MARK INSIDE BLUE BOXES SO THAT DATA
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES"
