SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FREEPORT-McMoRan COPPER & GOLD INC.
(Exact name of registrant as specified in its charter)
Delaware 74-2480931
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1615 Poydras Street, New Orleans, Louisiana 70112
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
Class A Common Stock, New York Stock Exchange
par value $0.10 per share
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
Item 1. Description of Registrant's Securities to be Registered.
The information set forth under the heading "Merger Proposal
- Description of Capital Stock Prior to and Following the Merger"
in the Registrant's Consent Solicitation Statement dated as of
February 7, 1995 (the "Consent Solicitation Statement"), is
incorporated herein by reference.
Item 2. Exhibits.
1. Consent Solicitation Statement of Freeport-McMoRan Copper &
Gold Inc. ("FCX"). Incorporated by reference to FCX's
Definitive Additional Materials to the Proxy Statement on
Schedule 14A, filed with the Securities and Exchange
Commission on February 7, 1995.
2. Composite copy of the Certificate of Incorporation of FCX.
Incorporated by reference to Exhibit 3.1 to the Quarterly
Report on Form 10-Q of FCX for the quarter ended June 30,
1995 (the "FCX 1995 Second Quarter Form 10-Q").
3. By-Laws of FCX, as amended. Incorporated by reference to
Exhibit 3.2 to the FCX 1995 Second Quarter Form 10-Q.
4. Certificate of Designations of the 7% Convertible
Exchangeable Preferred Stock (the "7% Preferred Stock") of
FCX. Incorporated by reference to Exhibit 4.1 to the FCX
1995 Second Quarter Form 10-Q.
5. Deposit Agreement dated as of July 21, 1992 among FCX,
ChaseMellon Shareholder Services, L.L.C. ("ChaseMellon"), as
Depositary, and holders of depositary receipts ("Depositary
Receipts") evidencing certain Depositary Shares, each of
which, in turn, represents 0.05 shares of 7% Preferred
Stock. Incorporated by reference to Exhibit 2 to the Form 8
Amendment No. 1 dated July 16, 1992 (the "Form 8 Amendment")
to the Application for Registration on Form 8-A of FCX dated
July 2, 1992.
6. Form of Depositary Receipt. Incorporated by reference to
Exhibit 1 to the Form 8 Amendment.
7. Certificate of Designations of the Step-Up Convertible
Preferred Stock of FCX. Incorporated by reference to
Exhibit 4.2 to the FCX 1995 Second Quarter Form 10-Q.
8. Deposit Agreement dated as of July 1, 1993 among FCX,
ChaseMellon, as Depositary, and holders of depositary
receipts ("Step-Up Depositary Receipts") evidencing certain
Depositary Shares, each of which, in turn, represents 0.05
shares of Step-Up Convertible Preferred Stock. Incorporated
by reference to Exhibit 4.5 to the Annual Report on Form
10-K of FCX for the fiscal year ended December 31, 1993 (the
"FCX 1993 Form 10-K").
9. Form of Step-Up Depositary Receipt. Incorporated by
reference to Exhibit 4.6 to the FCX 1993 Form 10-K.
10. Certificate of Designations of the Gold-Denominated
Preferred Stock of FCX. Incorporated by reference to
Exhibit 4.3 to the FCX 1995 Second Quarter Form 10-Q.
11. Deposit Agreement dated as of August 12, 1993 among FCX,
ChaseMellon, as Depositary, and holders of depositary
receipts ("Gold-Denominated Depositary Receipts") evidencing
certain Depositary Shares, each of which, in turn,
represents 0.05 shares of Gold-Denominated Preferred Stock.
Incorporated by reference to Exhibit 4.8 to the FCX 1993
Form 10-K.
12. Form of Gold-Denominated Depositary Receipt. Incorporated
by reference to Exhibit 4.9 to the FCX 1993 Form 10-K.
13. Certificate of Designations of the Gold-Denominated
Preferred Stock, Series II (the "Gold-Denominated Preferred
Stock II") of FCX. Incorporated by reference to Exhibit 4.4
to the FCX 1995 Second Quarter Form 10-Q.
14. Deposit Agreement dated as of January 15, 1994, among FCX,
ChaseMellon, as Depositary, and holders of depositary
receipts ("Gold-Denominated II Depositary Receipts")
evidencing certain Depositary Shares, each of which, in
turn, represents 0.05 shares of Gold-Denominated Preferred
Stock II. Incorporated by reference to Exhibit 4.2 to the
Quarterly Report on Form 10-Q of FCX for the quarter ended
March 31, 1994 (the "FCX 1994 First Quarter Form 10-Q").
15. Form of Gold-Denominated II Depositary Receipt.
Incorporated by reference to Exhibit 4.3 to the FCX 1994
First Quarter Form 10-Q.
16. Certificate of Designations of the Silver-Denominated
Preferred Stock of FCX. Incorporated by reference to
Exhibit 4.5 to the FCX 1995 Second Quarter Form 10-Q.
17. Deposit Agreement dated as of July 25, 1994 among FCX,
ChaseMellon, as Depositary, and holders of depositary
receipts ("Silver-Denominated Depositary Receipts")
evidencing certain Depositary Shares, each of which, in
turn, initially represents 0.025 shares of
Silver-Denominated Preferred Stock. Incorporated by
reference to Exhibit 4.2 to the July 15, 1994, Form 8-A.
18. Form of Silver-Denominated Depositary Receipt. Incorporated
by reference to Exhibit 4.1 to the July 15, 1994, Form 8-A.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Freeport-McMoRan Copper & Gold Inc.
By:/s/ Michael A. Weaver
-----------------------------
Name: Michael A. Weaver
Title: Controller-Financial Reporting
Date: November 25, 1996
