As filed with the Securities and Exchange Commission on March 20, 1997.
Registration No. 333-2699
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.
FCX Finance Company B.V.
(Exact name of each registrant as specified in its charter)
Delaware 1615 Poydras Street 74-2480931
The Netherlands New Orleans, Louisiana 70112 Not Applicable
(State or other (504) 582-4000 (I.R.S. Employer
jurisdiction of (Address, including zip code, and Identification Nos.)
incorporation or telephone number, including area code,
organization) of the Registrants' principal
executive offices)
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 each 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. Pursuant to Rule
429 under the Securities Act of 1933, the Prospectus included in this
Registration Statement may also be used in connection with the issuance
of securities registered pursuant to Registration Statement Nos. 33-63376
and 33-52503 previously filed by Freeport-McMoRan Copper & Gold Inc. on
Form S-3.
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") and FCX Finance Company B.V. ("FCX Finance")
have 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 and FCX Finance hereby remove from registration all Debt
Securities registered by FCX Finance and all Guarantees registered by FCX.
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
Registration Statement or Amendment thereto to be signed on its behalf by
the undersigned, thereunto duly authorized, in New Orleans, Louisiana, on
the 20th 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
Registration Statement or Amendment thereto has been signed below by the
following persons on behalf of the Registrant and in the capacities
indicated on March 20, 1997.
Signature Title
- --------- -----
/s/ James R. Moffett Chairman of the Board, Chief
- ----------------------------- Executive Officer and Director
James R. Moffett (Principal Executive Officer)
* Executive Vice President and Chief
- ----------------------------- Financial Officer (Principal
Richard C. Adkerson Financial Officer)
* Controller - Financial Reporting
- ----------------------------- (Principal Accounting Officer)
Michael A. Weaver
* Director
- -----------------------------
Robert W. Bruce III
* Director
- -----------------------------
R. Leigh Clifford
- ----------------------------- Director
Leon A. Davis
*
- ----------------------------- Director
Robert A. Day
*
- ----------------------------- Director
William B. Harrison, Jr.
- ----------------------------- Director
J. Bennett Johnston
*
- ----------------------------- Director
Henry A. Kissinger
*
- ----------------------------- Director
Bobby Lee Lackey
*
- ----------------------------- Director
Rene L. Latiolais
*
- ----------------------------- Director
Gabrielle K. McDonald
*
- ----------------------------- Director
George A. Mealey
*
- ----------------------------- Director
George Putnam
*
- ----------------------------- Director
B.M. Rankin, Jr.
*
- ----------------------------- Director
Wolfgang F. Siegel
*
- ----------------------------- Director
J. Taylor Wharton
*
- ----------------------------- Director
Ward W. Woods, Jr.
*By: /s/ James R. Moffett
-------------------------
James R. Moffett
Attorney-in-Fact
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
Registration Statement or Amendment thereto to be signed on its behalf by
the undersigned, thereunto duly authorized, in New Orleans, Louisiana, on
the 20th day of March, 1997.
FCX Finance Company B.V.
(Registrant)
By: /s/ Richard C. Adkerson
-----------------------------
Richard C. Adkerson
Managing Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendment thereto has been signed below by the
following persons on behalf of the Registrant and in the capacities
indicated on March 20, 1997.
Signature Title
- --------- -----
/s/ Richard C. Adkerson Managing Director (Principal Executive,
- ----------------------------- Financial and Accounting Officer and
Richard C. Adkerson Authorized Representative in the
United States)
/s/ Henry A. Miller Managing Director
- -----------------------------
Henry A. Miller
/s/ R. Foster Duncan Managing Director
- -----------------------------
R. Foster Duncan
/s/ John L. Koch, III Managing Director
- -----------------------------
John L. Koch, III
