Filed
pursuant to Rule 424(b)(3)
Registration
No. 333-114430
Prospectus
Supplement No. 12 to Prospectus
Freeport-McMoRan
Copper & Gold Inc.
1,100,000
Shares
5½%
Convertible Perpetual Preferred Stock and the
Class B
Common Stock Issuable Upon Conversion of the
5½%
Convertible Perpetual Preferred Stock
____________________
This
prospectus supplement relates to the resale by the selling securityholders
listed below of 5½%
Convertible Perpetual Preferred Stock of Freeport-McMoRan Copper & Gold
Inc., and the shares of class B common stock of Freeport-McMoRan Copper &
Gold Inc. issuable upon the conversion of the stock. You should read this
prospectus supplement together with the prospectus dated May 3, 2004, and the
prospectus supplements No. 1 dated June 4, 2004, No. 2 dated July 26, 2004, No.
3 dated August 23, 2004, No. 4 dated September 10, 2004, No. 5 dated October 12,
2004 No. 6 dated November 12, 2004, No. 7 dated December 10, 2004, No. 8 dated
January 19, 2005, No. 9 dated February 24, 2005, No. 10 dated March 31, 2005 and
No. 11 dated April 18, 2005, which are to be delivered with this prospectus
supplement.
The table
below (1) sets forth additional and updated information with respect to the
number of shares of the preferred stock owned by each selling securityholder,
and the shares of common stock into which such stock is convertible, that may be
offered under the prospectus by the selling securityholders, and (2) supplements
and, to the extent inconsistent with, amends the table appearing in the section
entitled “Selling Securityholders” beginning on page 35 of the prospectus. To
the extent a selling securityholder is listed both in the table below and in the
table appearing in the prospectus, the information set forth below regarding
that selling securityholder supercedes the information set forth in the
prospectus.
The
number of shares of our class B common stock shown in the table below assumes
conversion of all of the shares of the preferred stock held by such holder at
the conversion rate of 19.2327 shares of common stock per share of the preferred
stock. This conversion rate is subject to certain adjustments as described under
“Description of the Preferred Stock - Conversion Rights” in the prospectus.
Accordingly, the shares of class B common stock issuable upon conversion of the
preferred stock may increase or decrease from time to time. Under the terms of
the certificate of designations, fractional shares will not be issued upon
conversion of the preferred stock. Cash will be paid in lieu of fractional
shares, if any. As of March 31, 2005, we had 179,678,955 shares of our class B
common stock outstanding.
The
information in the table below is based on information provided by or on behalf
of the selling securityholders. The selling securityholders identified below may
have sold, transferred or otherwise disposed of all or a portion of their stock
or class B common stock since the date on which they provided the information
regarding their stock or class B common stock in transactions exempt from the
registration requirements of the Securities Act of 1933. Because the selling
securityholders may offer all or some portion of the preferred stock or the
class B common stock to be offered by them, we cannot estimate the amount of any
sales.
|
Name |
Number
of Shares of Preferred Stock Beneficially Owned That May Be
Sold |
Percentage
of Preferred Stock Outstanding* |
Number
of Shares of Underlying Common Stock That May Be Sold |
| |
|
|
|
|
First
Albany Capital |
20 |
** |
384 |
|
Oppenheimer
Convertible Securities Fund |
5,000 |
** |
96,163 |
| |
|
|
|
|
Total |
5,020 |
** |
96,547 |
|
* |
Based
on 1,100,000 shares of the preferred stock
outstanding. |
____________________
Investing
in the preferred stock involves significant risks that are described in the
“Risk Factors” section beginning on page 6 of the
prospectus.
____________________
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved these securities or passed on the adequacy or accuracy
of this prospectus. Any representation to the contrary is a criminal
offense.
____________________
The date
of this prospectus supplement is May 27, 2005.