FREEPORT MCMORAN COPPER & GOLD INC
POS AM, 1997-03-20
METAL MINING
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  As filed with the Securities and Exchange Commission on March 20, 1997.
                                        Registration No. 33-63376

                   SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


                     POST-EFFECTIVE AMENDMENT NO. 1
                                    TO
                                 FORM S-3
           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                    Freeport-McMoRan Copper & Gold Inc.
          (Exact name of registrant as specified in its charter)


                              1615 Poydras Street              
      Delaware           New Orleans, Louisiana  70112        74-2480931
  (State or other                (504) 582-4000            (I.R.S. Employer
  jurisdiction of        (Address, including zip code,    Identification No.)
 incorporation or        and telephone number, including 
  organization)          area code, of the registrant's
                           principal executive office)



                            Henry A. Miller, Esq.
                     Freeport-McMoRan Copper & Gold Inc.
                      Vice President and General Counsel
                             1615 Poydras Street
                        New Orleans, Louisiana  70112
                                (504) 582-4000
           (Name, address, including zip code, and telephone number,
           including area code, of agent for service of registrant)


                                  Copies to:

                           William B. Masters, Esq.
                     Jones, Walker, Waechter, Poitevent,
                          Carrere & Denegre, L.L.P.
                            201 St. Charles Avenue
                        New Orleans, Louisiana  70170


       Approximate date of commencement of proposed sale to the public:
    From time to time after this Registration Statement becomes effective.



           If  the  only  securities  being registered on this Form are being 
offered  pursuant to  dividend  or interest  reinvestment  plans,  check  the 
following box.  [ ]

           If any of the securities  being  registered on this Form are to be 
offered  on a  delayed  or  continuous  basis pursuant to  Rule 415 under the 
Securities Act of 1933, other than securities offered only in connection with 
dividend or interest reinvestment plans, check the following box. [X]

           If  this Form  is filed  to register  additional securities for an 
offering pursuant to Rule  462(b) under the  Securities Act, please check the 
following box and list  the Securities Act registration  statement  number of  
the  earlier effective registration statement for  the  same offering.  [ ]

           If this Form is a post-effective amendment filed pursuant  to Rule 
462(c) under the  Securities  Act,  check  the  following  box  and  list the 
Securities  Act  registration  statement  number  of  the  earlier  effective 
registration statement for the same offering.  [ ]

           If  delivery  of the prospectus is expected to be made pursuant to  
Rule  434,  please check the following box.  [X]



       This Post-Effective Amendment shall become effective in accordance 
with  Section  8(c)  of the  Securities Act  of  1933 on such date as the  
Commission,  acting pursuant to Section 8(c), may determine.  


                                Deregistration

      In  accordance  with  the  undertakings contained in Part II of this  
Registration  Statement and Item 512 of Regulation  S-K,  Freeport-McMoRan  
Copper &  Gold  Inc. ("FCX") has filed this Post-Effective Amendment No. 1 
to  remove  from   registration  the  securities  registered   under  this 
Registration  Statement which  remain  unsold  at  the termination  of the 
offering of those securities.

      FCX  hereby removes  from registration  all Special Stock (including  
Class  A Common Stock) registered by FCX in this Registration Statement.


                                  SIGNATURES

      Pursuant  to  the  requirements  of  the Securities Act of 1933, the 
Registrant certifies that it  has  reasonable grounds to  believe  that it 
meets  all  of the requirements for filing on Form S-3 and has duly caused 
this Post-Effective  Amendment No. 1 to this Registration  Statement to be  
signed on its behalf by the undersigned, thereunto duly authorized, in New 
Orleans, Louisiana, on the 19th day of March, 1997.


                                      Freeport-McMoRan Copper & Gold Inc.
                                      (Registrant)


                                      By: /s/ James R. Moffett
                                          ________________________________
                                                  James R. Moffett
                                               Chairman of the Board
                                            and Chief Executive Officer


      Pursuant to  the  requirements of the Securities Act  of  1933,  this 
Post-Effective  Amendment  No. 1 to  this Registration  Statement  has been 
signed below by  the  following persons  on behalf of the Registrant and in 
the capacities indicated on March 19, 1997.

Signature                           Title

  /s/ James R. Moffett              Chairman of the Board, Chief
- -----------------------------       Executive Officer and Director
      James R. Moffett              (Principal Executive Officer)

  /s/ Richard C. Adkerson           Executive Vice President and Chief
- -----------------------------       Financial Officer (Principal
      Richard C. Adkerson           Financial Officer)

  /s/ Michael A. Weaver             Controller - Financial Reporting
- -----------------------------       (Principal Accounting Officer)
      Michael A. Weaver

  /s/ Robert W. Bruce III           Director
- -----------------------------
      
  /s/ R. Leigh Clifford             Director
- -----------------------------
      R. Leigh Clifford  
      
  /s/ Leon A. Davis                 Director
- -----------------------------
      Leon A. Davis  
        
  /s/ Robert A. Day                 Director
- -----------------------------
      Robert A. Day

 /s/ William B. Harrison, Jr.       Director
- -----------------------------
    William B. Harrison, Jr.

  /s/ J. Bennett Johnston           Director
- -----------------------------
      J. Bennett Johnston

  /s/ Henry A. Kissinger            Director
- -----------------------------
      Henry A. Kissinger

  /s/ Bobby Lee Lackey              Director
- -----------------------------
      Bobby Lee Lackey

  /s/ Rene L. Latiolais             Director
- -----------------------------
      Rene L. Latiolais

  /s/ Gabrielle K. McDonald         Director
- -----------------------------
     Gabrielle K. McDonald

             *                      Director 
- -----------------------------
     George A. Mealey 


  /s/ George Putnam                 Director
- -----------------------------
      George Putnam

  /s/ B.M. Rankin, Jr.              Director
- -----------------------------
     B.M. Rankin, Jr.

              *                     Director
- -----------------------------
      Wolfgang F. Siegel

  /s/ J. Taylor Wharton             Director
- -----------------------------
      J. Taylor Wharton

  /s/ Ward W. Woods, Jr.            Director
- -----------------------------
      Ward W. Woods, Jr.


*By: /s/ James R. Moffett
    -------------------------
        James R. Moffett
        Attorney-in-Fact




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