UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 12,
2008
FREEPORT-McMoRan
COPPER & GOLD INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
1-9916
|
74-2480931
|
||
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification Number)
|
|
One
North Central Avenue
|
|
|
Phoenix,
Arizona
|
85004-4414
|
|
(Address
of principal executive offices)
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(Zip
Code)
|
Registrant's
telephone number, including area code: (602) 366-8100
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
3.02. Unregistered Sales of Equity
Securities.
Freeport-McMoRan
Copper & Gold Inc. (FCX) agreed in privately negotiated transactions to
induce conversion of approximately 0.3 million shares of its 5½% Convertible
Perpetual Preferred Stock (5½% Preferred Stock) with a liquidation preference of
approximately $268 million into approximately 5.8 million shares of FCX common
stock. To induce the conversion of these shares of 5½% Preferred
Stock, FCX will issue to the holders an additional aggregate 1.0 million shares
of common stock valued at approximately $22 million at the time of the
transactions. FCX will record a $22 million charge to preferred dividends in the
fourth quarter of 2008 in connection with these
transactions. Preferred dividend savings resulting from these
transactions will total approximately $15 million per annum.
After
giving effect to these transactions, FCX will have outstanding (1) approximately
384 million common shares and (2) approximately 0.8 million shares of its 5½%
Preferred Stock with a liquidation preference of approximately $832 million,
which are currently convertible into approximately 17.9 million common shares.
These induced conversions were exempt from registration by virtue of the
exemption provided under Section 3(a)(9) of the Securities Act of
1933.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
FREEPORT-McMoRan
COPPER & GOLD INC.
By: /s/
C. Donald Whitmire, Jr.
----------------------------------------
C. Donald
Whitmire, Jr.
Vice
President and Controller -
Financial
Reporting
(authorized
signatory and
Principal
Accounting Officer)
Date: December
18, 2008