<PAGE>
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:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Freeport-McMoRan Copper & Gold Inc.
- - - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - - -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] 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:
----------------------------------------------------------------------------
(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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Notes:
<PAGE>
[LOGO OF FREEPORT-MCMORAN COPPER & GOLD APPEARS HERE]
------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 4, 1995
------------------
March 23, 1995
The Annual Meeting of Stockholders of Freeport-McMoRan Copper & Gold Inc.
will be held at the office of the corporation, 1615 Poydras Street, New
Orleans, Louisiana, on Thursday, May 4, 1995, 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 LLP as the independent
auditors to audit the financial statements of the corporation and its
subsidiaries for the year 1995; and
(3) To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed March 10, 1995, 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
<PAGE>
FREEPORT-MCMORAN COPPER & GOLD INC.
1615 POYDRAS STREET
NEW ORLEANS, LOUISIANA 70112
The Annual Report to Stockholders for the year 1994, including financial
statements, is being mailed to stockholders together with these proxy materials
on or about March 23, 1995.
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 4, 1995.
VOTING PROCEDURE
Stockholders of record at the close of business on March 10, 1995, will be
entitled to vote at the Meeting. On the record date there were outstanding
65,972,568 shares of the Company's Class A Common Stock ("Class A Common
Shares") and 139,980,763 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.
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.
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
<PAGE>
Meeting and entitled to vote thereat. Thus abstentions as to particular
proposals will have the same effect as votes against such proposals, but broker
non-votes as to such particular proposals will not be deemed to be a part of
the voting power present with respect to such proposals and will therefore not
count as votes for or against such proposals and will not be included in
calculating the number of votes necessary for approval of such proposals.
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, whether or not he or she attends in
person. If proxies in the enclosed form are properly executed and returned, the
Common Shares represented thereby will be voted at the Meeting in accordance
with stockholder direction. Proxies in the enclosed form will be voted for the
election of directors and for the ratification of the appointment of auditors
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 and
the ratification of the appointment of auditors, 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 10, 1995, 1,859,660 of the Class A Common Shares and all 139,980,763
of the Class B Common Shares. Thus, as of the record date, FTX owned directly
141,840,423, or approximately 68.9%, 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 other than matters upon which the Class A Common
Shares shall vote as a single class. FTX has advised the Company that it
intends to vote all such Common Shares for the election of directors and for
the ratification of the appointment of auditors.
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 $7,500; the Company will also
reimburse the firm for its reasonable out-of-pocket expenses incurred in
connection with providing the services. Certain employees of
2
<PAGE>
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 1996
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
27, 1995.
CORPORATE GOVERNANCE
The Board of Directors of the Company, which held six meetings during 1994,
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 three times during 1994.
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 1994 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.
3
<PAGE>
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 (see, however, the
transactions described below). 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.
Pursuant to its consent solicitation statement dated February 7, 1995, the
Company has obtained the required consents of its stockholders to the proposals
described therein, including (1) a proposal to adopt an agreement and plan of
merger (the "Merger Agreement") dated as of February 7, 1995, between the
Company and FM Facilitating Company, Inc., a recently created wholly owned
subsidiary of the Company ("Facilitating"), providing for the merger of
Facilitating with and into the Company (the "Merger"), which will effect
changes to the capital structure of the Company and the voting rights of its
common stock and preferred stock so as to permit FTX to distribute to its
stockholders, on a tax-free basis, all the Class B Common Shares owned by it at
the time of such distribution (the "Distribution"), and (2) several proposals
(the "New Benefit Plan Proposals") to establish, effective upon the
Distribution, five new benefit plans providing for the grant of stock options
to the directors of the Company and the grant of annual cash bonuses, long-term
performance incentives, stock options, and other stock-based awards to officers
and employees of the Company. The Merger Agreement also provides for the
designation of the members of the Board of Directors of the Company upon the
effective time of the Merger. Immediately following the Merger, the Board of
Directors of the Company will be expanded. The Merger Agreement also provides
for the Board of Directors to be divided upon the effective time of the Merger
into three classes with staggered terms up to three years. Notwithstanding the
adoption of the Merger Agreement by the stockholders of the Company, the Merger
will not be consummated until such time as the management of the Company
believes that there is no longer any inhibition to the completion of the
Distribution.
If elected at the Meeting, Ronald Grossman is expected to resign from the
Board of Directors prior to the effective time of the Merger to pursue other
opportunities. In addition, shortly following the Distribution, it is expected
that, if elected at the Meeting, Elwin E. Smith will retire from the Board.
The Company, FTX, The RTZ Corporation PLC ("RTZ"), and RTZ America Inc.
("RTZA") recently signed letters of intent relating to a series of transactions
whereby, among other things, RTZA will acquire from FTX up to 18% of the Common
Shares. Shortly following the Distribution, representatives of RTZA, in
proportion to the ownership of RTZA in the Company, will be appointed as
interim directors of the Company to take office until the next meeting of the
stockholders of the Company at which directors will be elected. RTZA will
4
<PAGE>
thereafter have the right to nominate its representatives, in proportion to the
ownership of RTZA in the Company, for election by the stockholders of the
Company at stockholder meetings at which directors will be elected. These
transactions with RTZA will affect the composition and possibly the size of the
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.
The transactions with RTZA are subject to, among other things, certain
regulatory approvals. The acquisition of Common Shares by RTZA, the Merger, and
the Distribution are expected to be completed after the Meeting and prior to
June 30, 1995.
INFORMATION ABOUT NOMINEES AND DIRECTORS
The following table shows, as of December 31, 1994, 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.
<TABLE>
<CAPTION>
YEAR FIRST
PRINCIPAL OCCUPATIONS, OTHER DIRECTORSHIPS ELECTED A
NAME OF NOMINEE AGE AND POSITIONS WITH THE COMPANY DIRECTOR
--------------- --- ------------------------------------------ ----------
<C> <C> <S> <C>
Leland O. Erdahl 66 Consultant. President and Chief Executive 1988
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, Original Sixteen to One Mine,
Inc., and Uranium Resources, Inc. Trustee
of a group of John Hancock mutual funds.
Ronald Grossman 58 Consultant. Commissioner of PT-FI. Senior 1988
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 52 Vice Chairman of the Board of the Company. 1993
President and Chief Operating Officer of FTX.
Commissioner of PT-FI. Executive Vice
President of FTX until 1993. Senior Vice
President of FTX until 1992. Director of FTX
and McMoRan Oil & Gas Co. ("MOXY").
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
YEAR FIRST
PRINCIPAL OCCUPATIONS, OTHER DIRECTORSHIPS ELECTED A
NAME OF NOMINEE AGE AND POSITIONS WITH THE COMPANY DIRECTOR
--------------- --- ------------------------------------------ ----------
<C> <C> <S> <C>
George A. Mealey 61 President and Chief Executive Officer of 1988
the Company. Executive Vice President of
FTX. Director and Executive Vice
President of PT-FI.
James R. Moffett 56 Chairman of the Board of the Company. 1992
Chairman of the Board and Chief Executive
Officer of FTX. President Commissioner of
PT-FI. Director of FTX and MOXY.
Wolfgang F. Siegel 62 Director of Kreditanstalt fur 1988
Wiederaufbau, a bank owned by the Federal
Republic of Germany (the "FRG")
and the states comprising the FRG.
Elwin E. Smith 72 Sole proprietor of Elwin Smith 1988
International, consultants to global
industrial corporations.
Eiji Umene 69 President of the Japan-United States 1992
Business Council. Executive Advisor of
Nippon Steel Corporation until 1994.
Director of Schlumberger Limited.
</TABLE>
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 1994 by persons subject to Section 16 at any
time during 1994 with respect to securities of the Company ("Company Section 16
Insiders"), (ii) the Forms 5 with respect to 1994 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 1994, 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.
6
<PAGE>
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, 1994, was as follows:
<TABLE>
<CAPTION>
NUMBER OF
CLASS A NUMBER OF
COMMON FTX
SHARES SHARES
NAME OF INDIVIDUAL OR BENEFICIALLY BENEFICIALLY
IDENTITY OF GROUP OWNED (A) OWNED (A)
--------------------- ------------ ------------
<S> <C> <C>
Richard C. Adkerson 5,503(b) 289,170(b)(c)(d)
Leland O. Erdahl 11,605(e) 0
Charles W. Goodyear 0(f) 284,893(c)(d)(f)
Ronald Grossman 17,332(g) 440,262(c)(d)(g)
Rene L. Latiolais 10,372 640,893(c)(d)
George A. Mealey 16,594 388,543(c)(d)
James R. Moffett 95,302(h) 3,551,945(c)(d)(h)
Wolfgang F. Siegel 0 0
Elwin E. Smith 36,799(i) 934
Eiji Umene 0 0
15 directors and Executive Officers as
a group, including those persons
named above 274,154(j) 6,351,888(j)
</TABLE>
- - - ---------
(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 2.6% 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. Goodyear owns 2,000
Depositary Shares representing Silver-Denominated Preferred Stock of the
Company. Mr. Grossman owns 2,500 Depositary Shares representing Gold-
Denominated Preferred Stock of the Company.
(b) Includes 5,503 Class A Common Shares held in trust for the benefit of Mr.
Adkerson, 776 FTX Shares that may be acquired upon the conversion of 6.55%
Convertible Subordinated Notes due January 15, 2001 of FTX held in trust
for the benefit of Mr. Adkerson, and 2,884 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.
7
<PAGE>
(c) Includes FTX Shares that could be acquired within 60 days after December
31, 1994 upon the exercise of options granted pursuant to the employee
stock option plans of FTX, as follows: Mr. Adkerson, 282,087 FTX Shares;
Mr. Goodyear, 282,087 FTX Shares; Mr. Grossman, 427,910 FTX Shares; Mr.
Latiolais, 454,898 FTX Shares; Mr. Mealey, 362,729 FTX Shares; Mr. Moffett,
2,016,805 FTX Shares; all directors and Executive Officers as a group (11
persons), 4,409,629 FTX Shares.
(d) Includes FTX Shares held by the trustee under the Employee Capital
Accumulation Program of FTX, as follows: Mr. Adkerson, 3,423 FTX Shares;
Mr. Goodyear, 2,742 FTX Shares; Mr. Grossman, 1,932 FTX Shares; Mr.
Latiolais, 16,022 FTX Shares; Mr. Mealey, 9,914 FTX Shares; Mr. Moffett,
23,742 FTX Shares; all directors and Executive Officers as a group (9
persons), 87,305 FTX Shares.
(e) Includes a total of 1,100 Class A Common Shares and a total of 2,505 Class
A Common Shares that may be acquired upon the conversion of Depositary
Shares representing Step-Up Convertible Preferred Stock of the Company
("Step-Up Preferred Shares") held in retirement accounts for the benefit of
Mr. Erdahl.
(f) See note (a) above. 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 21,959 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 30,149 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 675 Class A Common Shares and 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.
8
<PAGE>
(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 1,670 Class A Common
Shares that may be acquired upon the conversion of Step-Up Preferred Shares
and 4,696 Class A Common Shares that may be acquired upon the conversion of
Depositary Shares representing 7% Convertible Exchangeable Special
Preference Stock of the Company ("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 8,474 Class A Common Shares and
1,516 FTX Shares held in trust for the benefit of one of the Executive
Officers, a total of 2,183 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 14,544 Class A
Common Shares and 2,300 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 4.5% 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,
1994, was as follows:
<TABLE>
<CAPTION>
NUMBER OF
CLASS A
COMMON
SHARES
BENEFICIALLY PERCENT
NAME AND ADDRESS OF PERSON OWNED OF CLASS
-------------------------- ------------ --------
<S> <C> <C>
J.P. Morgan & Co. Incorporated 9,416,864(a) 14.2%
60 Wall Street
New York, New York 10260
</TABLE>
- - - ---------
(a) J.P. Morgan & Co. Incorporated has, indirectly through subsidiaries, sole
voting power as to 5,062,425 of such Class A Common Shares, shared voting
power as to 8,738 of such Class A Common Shares, sole investment power as
to 9,328,766 of such Class A Common Shares, and shared investment power as
to 88,098 of such Class A Common Shares. Of such 9,416,864 Class A Common
Shares, 357,120 may be acquired upon the conversion of Special Preference
Shares and 597,961 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.
9
<PAGE>
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. The
compensation arrangements for the directors of the Company after the
Distribution will be determined by the Board of Directors. As indicated above,
the stockholders of the Company did consent to the New Benefit Plan Proposals
to establish, effective upon the Distribution, new benefit plans providing for,
among other things, the grant of stock options to the directors of the Company.
Notwithstanding the adoption of the New Benefit Plan Proposals by the
stockholders of the Company, none of them will be implemented until such time
as the management of the Company believes that there is no longer any
inhibition to the completion of the Distribution.
COMPENSATION OF EXECUTIVE OFFICERS AND CERTAIN TRANSACTIONS
At this time 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 1994 of the Executive Officer employed by PT-FI and the total annual salary
and bonus for 1994 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 currently 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
currently provided to the Company Group under the Management Services
Agreement. The Company and PT-FI have heretofore reimbursed FTX at FTX's cost,
including allocated overhead, for such services. The Management Services
Agreement also provides currently 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
currently compensated exclusively by FTX for their services to the Company
Group. All the Executive Officers of the Company are currently eligible to
participate in certain FTX benefit plans and programs. The total costs to FTX
for the Executive Officers of the Company, including
10
<PAGE>
the costs borne by FTX with respect to such plans and programs, have heretofore
been 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 has heretofore been 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 $54,300,000 in 1994.
It is expected that the Management Services Agreement will be terminated
within one year following the Distribution, and thereafter the Company will not
contract with FTX for the services of the Executive Officers and other key
management personnel of the Company. The compensation arrangements for the
Executive Officers after the Distribution will be determined by the Board of
Directors or an appropriate committee thereof. As indicated above, the
stockholders of the Company did consent to the New Benefit Plan Proposals to
establish, effective upon the Distribution, new benefit plans providing for,
among other things, the grant of annual cash bonuses, long-term performance
incentives, stock options, and other stock-based awards to officers and
employees of the Company. Notwithstanding the adoption of the New Benefit Plan
Proposals by the stockholders of the Company, none of them will be implemented
until such time as the management of the Company believes that there is no
longer any inhibition to the completion of the Distribution.
In recognition of the services of Hoediatmo Hoed as President Director of PT-
FI, and to enhance the probability that such services will continue in the
future, PT-FI made a non-interest bearing demand loan to him in 1992. The
balance as of January 1, 1994, of the principal amount on such loan was
$222,401. As additional compensation for services, PT-FI forgave in 1994
$25,668 of the principal amount of such loan. The remaining balance as of
December 31, 1994, of the principal amount on such loan was $196,733.
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 1994 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.
11
<PAGE>
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 1990, 1991, 1992, 1993, and
1994.
COMPARISON OF CUMULATIVE TOTAL RETURN*
FREEPORT-MCMORAN COPPER & GOLD INC.,
S & P 500 INDEX & DOW JONES OTHER NON-FERROUS
METALS GROUP
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
Freeport-McMoRan Copper & $100.00 $163.62 $350.43 $480.30 $564.31 $491.79
Gold Inc.
S&P 500 $100.00 $ 96.89 $126.42 $136.05 $149.76 $151.74
Dow Jones Other $100.00 $ 96.24 $105.17 $152.12 $155.78 $201.52
Non-Ferrous Metals Group
</TABLE>
ASSUMES $100 INVESTED ON DECEMBER
31, 1989 IN FREEPORT- McMoRan FREEPORT-MCMORAN COPPER &
COPPER & GOLD INC. CLASS A COMMON GOLD INC.
STOCK, S&P 500 INDEX & DOW JONES
OTHER NON-FERROUS METALS GROUP
S&P 500
* TOTAL RETURN ASSUMES
REINVESTMENT OF DIVIDENDS
DOW JONES OTHER NON-
FERROUS METALS GROUP
12
<PAGE>
RATIFICATION OF AUDITORS
The Board of Directors of the Company seeks ratification by the stockholders
of the Board's appointment of Arthur Andersen LLP to act as the independent
auditors of the financial statements of the Company and its subsidiaries for
the year 1995. The Board has not determined what, if any, action would be taken
should the appointment of Arthur Andersen LLP 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.
13
<PAGE>
[RECYCLING LOGO APPEARS HERE]
<PAGE>
FREEPORT-MCMORAN COPPER & GOLD INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF
STOCKHOLDERS, MAY 4, 1995
The undersigned hereby appoints James R. Moffett, Rene L. Latiolais, and
George A. Mealey 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 4, 1995, 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 ___________________________________, 1995
_______________________________________________
_______________________________________________
(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:
1. Election of the nominees for directors. Nominees for directors of
Freeport-McMoRan
Copper & Gold Inc.
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 LLP as independent auditors.
[_] 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
PROPOSAL 2.
PLEASE SIGN AND DATE ON OTHER SIDE
