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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 )*
FREEPORT-McMoRan COPPER & GOLD INC.
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(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.10 PER SHARE
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(Title of Class of Securities)
35671D 10 5
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(CUSIP Number)
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
Attn: Allen I. Isaacson
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
JULY 5, 1995
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(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).
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SCHEDULE 13D
CUSIP No. 35671D 10 5
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RTZ INDONESIA LIMITED
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF, OO, WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
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NUMBER OF 7 SOLE VOTING POWER
SHARES NONE
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 23,931,100
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING NONE
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 23,931,100
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,931,100
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.3
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14 TYPE OF REPORTING PERSON*
CO
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____________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 35671D 10 5
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE RTZ CORPORATION PLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC, AF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
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NUMBER OF 7 SOLE VOTING POWER
SHARES NONE
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 23,931,100
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING NONE
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 23,931,100
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,931,100
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.3
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14 TYPE OF REPORTING PERSON*
CO
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____________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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<PAGE>
This Amendment No. 2 amends the Schedule 13D filed on May 22,
1995, as amended by Amendment No. 1 filed on June 1, 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 3 is hereby amended by adding the following paragraph
to the end thereof:
The total consideration for the 2,400,000 shares
of FCX Class A Common Stock purchased by RTZI from FTX on
July 5, 1995 is $50,160,000. The funds for this purchase
were made available to RTZI by RTZ from RTZ's working
capital.
(b) Item 4 is hereby amended by adding the following paragraphs
to the end thereof:
According to a press release issued by FTX, on
30, 1995, FTX redeemed $373,000,000 aggregate principal
amount of 6.55% Notes, representing all 6.55% Notes
outstanding on that date and, in connection with such
redemption, issued 19,900,000 shares of FTX Common Stock
to holders of 6.55% Notes who elected to convert such
6.55% Notes in lieu of redemption.
Pursuant to the Purchase Agreement, (i) RTZI had
received the Option (which, under certain circumstances,
as set forth in the Purchase Agreement, was required to
be exercised) to acquire from FTX prior to the Spin-Off
up to 3,588,517 additional shares of FCX Class A Common
Stock at $20.90 per share, and (ii) under certain
circumstances set forth in the Purchase Agreement, FTX
could require that RTZI purchase additional shares of FCX
Class A Common Stock at $20.90 per share, up to a maximum
number based on the redemption price for any 6.55% Notes
redeemed by FTX.
Pursuant to a letter agreement, dated July 3,
1995, between FTX and FCX, on the one hand, and RTZ and
RTZI, on the other hand, the parties agreed that RTZI
would purchase from Parent 2,400,000 shares of FCX
Class A Common Stock at a purchase price of $20.90 per
share and that such purchase would terminate and
constitute satisfaction of all obligations of RTZI to
purchase from FTX, and all obligations of FTX to sell to
RTZI, shares of FCX Class A Common Stock pursuant to the
Purchase Agreement. On July 5, 1995, RTZI purchased such
2,400,000 shares of FCX Class A Common Stock from FTX.
(c) Item 5 is hereby amended and restated in its entirety as
follows:
ITEM 5. Interest in Securities of the Issuer
(a) As of July 5, 1995, RTZ and RTZI
beneficially owned 23,931,100 shares of Class A Common
Stock, representing 11.8% of all shares of FCX Common
Stock outstanding and 28.3% of the shares of FCX Class A
Common Stock outstanding. (Such calculation is based on
84,680,708 shares of FCX Class A Common Stock issued and
outstanding as of July 5, 1995, and 202,590,031 shares of
FCX Common Stock issued and outstanding as of July 5,
<PAGE>
1995, which information was provided by FCX.) Of such
84,680,708 shares of FCX Class A Common Stock
beneficially owned by RTZ and RTZI, 23,931,100 shares are
directly owned by RTZI.
(b) RTZI has the power, and RTZ may be deemed to
share the power, to vote and dispose of the 23,931,100
shares of FCX Class A Common Stock.
(c) Except for the purchase of 21,531,100 shares
of FCX Class A Common Stock on May 12, 1995, the receipt
on May 2, 1995 of the Option to purchase 3,588,517 shares
of FCX Class A Common Stock, the termination of the
Option, and the purchase of 2,400,000 shares of FCX
Class A Common Stock on July 5, 1995, as set forth
herein, and the other potential transactions provided for
in the Purchase Agreement, no transactions in shares of
FCX Class A Common Stock were effected during the past 60
days by RTZI, RTZ or any person listed on Schedule I. To
the knowledge of RTZ and RTZI, none of the persons listed
on Schedule I beneficially owns any shares of FCX Class A
Common Stock.
(d) No other person is known by RTZ or RTZI to
have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale
of, any shares of FCX Class A Common Stock beneficially
owned by them.
(d) Item 7 is hereby amended by adding the following to the end
thereof:
(6) Letter agreement, dated July 3, 1995, between
Freeport-McMoRan Inc., and Freeport-McMoRan Copper
& Gold, Inc., on the one hand and The RTZ
Corporation PLC and RTZ Indonesia Limited, on the
other hand.
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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: July 7, 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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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, 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.**
(6) Letter Agreement, dated July 3, 1995, between Freeport-McMoRan
Inc. and Freeport-McMoRan Copper & Gold Inc., on the one hand, and
The RTZ Corporation PLC and RTZ Indonesia Limited, on the other
hand.***
_____________________
* Filed with original Schedule 13D on May 22, 1995.
** Filed with Amendment No. 1 to Schedule 13D on June 1, 1995.
*** Filed herewith.
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EXHIBIT 6
FREEPORT-MCMORAN GLOBAL RESOURCE COMPANIES
Freeport-McMoRan Inc. Richard C. Adkerson
1615 Poydras Street Senior Vice President
New Orleans, LA 70112 Chief Financial Officer
Telephone: 504 582-1663
P.O. Box 61119 Fax: 504 582-1611
New Orleans, LA 70161
July 3, 1995
The RTZ Corporation PLC and RTZ
Indonesia Limited
6 St. James's Square
London SW1Y 4LD
England
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. (the "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, as amended (the "Agreement").
Capitalized terms used herein have the meanings assigned to them in the
Agreement.
1. The parties agree that the Purchaser shall purchase from the
Parent 2,400,000 shares of Class A Common Stock (the "Subject Shares")
at a purchase price of $20.90 per share at an Additional Stock Closing
(the "Closing") to be held at 10:00 a.m. (New York local time) on July
5, 1995 at the offices of Fried, Frank, Harris, Shriver & Jacobson, One
New York Plaza, New York, New York.
2. The provisions of Section 6.3(b) of the Agreement shall apply
to the Closing. The Parent requests that the aggregate purchase price
of $50,160,000 be paid at the Closing by wire transfer of immediately
available funds to Chase Manhattan Bank - New York for the account of
Freeport-McMoRan Inc. (attention Patricia Furman), account number 910-2-
446789.
3. The parties agree that the Purchaser's purchase of the Subject
Shares at the Closing will terminate and constitute satisfaction of all
obligations under the Agreement of the Purchaser to purchase Class A
Common Stock from the Parent and all obligations under the Agreement of
the Parent to sell shares of Class A Common Stock to the Purchaser,
including the obligations provided for in Section 6.1 and Section 6.2 of
the Agreement. Such purchase and this letter agreement shall not affect
the rights and obligations of the Company or the Purchaser under Article
11 of the Agreement.
<PAGE>
4. The parties agree that (i) the term "Registrable Securities"
in the Registration Rights Agreement, dated as of May 12, 1995, between
the Company, on the one hand, and RTZ, the Purchaser and RTZA, on the
other hand, as amended, includes the Subject Shares purchased by the
Purchaser as contemplated hereby, and (ii) references in the Agreement
to shares of Class A Common Stock purchased or issued at an Additional
Stock Closing or pursuant to Article 6 of the Agreement are hereby
deemed references to the purchase and issuance of the Subject Shares at
the Closing as provided herein.
5. The parties agree to waive all notice requirements under the
Agreement relating to the sale of Class A Common Stock by the Parent to
the Purchaser.
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<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 be a binding agreement
among us.
Very truly yours,
FREEPORT-McMoRan Inc.
By: /s/ RICHARD C. ADKERSON
Name: Richard C. Adkerson
Title: Senior Vice President
FREEPORT-McMoRan Copper & Gold
Inc.
By: /s/ RICHARD C. ADKERSON
Name: Richard C. Adkerson
Title: Senior Vice President
ACCEPTED AND AGREED TO AS OF
THE DATE FIRST ABOVE WRITTEN:
RTZ INDONESIA LIMITED
By: /s/ Glynne Lloyd-Davis
Name: Glynne Lloyd-Davis
Title: Director, Secretary
THE RTZ CORPORATION PLC
By: /s/ Robert Adams
Name: Robert Adams
Title: Director
cc: Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, N.Y. 10004-1980
USA
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