-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WyiP3sslE231qsWKPlJkJStP2rd5yV0a2mQzDaJIQil1ObA22XaD8KcJOgKEZlLY l3Z+MrMupfbp7NblDNSnZA== 0000895345-04-000223.txt : 20040330 0000895345-04-000223.hdr.sgml : 20040330 20040330123427 ACCESSION NUMBER: 0000895345-04-000223 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040330 GROUP MEMBERS: EDGARNY@FRIEDFRANK.COM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FREEPORT MCMORAN COPPER & GOLD INC CENTRAL INDEX KEY: 0000831259 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 742480931 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41332 FILM NUMBER: 04699198 BUSINESS ADDRESS: STREET 1: 1615 POYDRAS ST CITY: NEW ORLEANS STATE: LA ZIP: 70112 BUSINESS PHONE: 5045824000 FORMER COMPANY: FORMER CONFORMED NAME: FREEPORT MCMORAN COPPER COMPANY INC DATE OF NAME CHANGE: 19910114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RIO TINTO PLC CENTRAL INDEX KEY: 0000863064 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6 ST JAMES'S SQUARE CITY: LONDON, SW1Y 4LD STATE: X0 BUSINESS PHONE: 44 20 7930 2399 MAIL ADDRESS: STREET 1: RIO TINTO SERVICES INC. STREET 2: 1343 SOUTH 1800 EAST CITY: SALT LAKE CITY STATE: UT ZIP: 84108 FORMER COMPANY: FORMER CONFORMED NAME: RTZ CORPORATION PLC DATE OF NAME CHANGE: 19950522 SC 13D/A 1 ai13da.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 5) Under the Securities Exchange Act of 1934 FREEPORT-McMoRan COPPER & GOLD Inc. (Name of Issuer) CLASS B COMMON STOCK, PAR VALUE $0.10 PER SHARE (Title of Class of Securities) NO. 35671D857 (CUSIP Number) Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, NY 10004-1980 Attn: Allen I. Isaacson (212) 859-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 30 2004 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). CUSIP NO. 35671D857 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON RIO TINTO PLC f/k/a THE RTZ CORPORATION PLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC/AF/OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER None ----------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON WITH None ----------------------------------------- 9 SOLE DISPOSITIVE POWER None ----------------------------------------- 10 SHARED DISPOSITIVE POWER None - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)* 0.0% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- CUSIP NO. 35671D857 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON RIO TINTO INTERNATIONAL HOLDINGS LIMITED S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER None ----------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON WITH None ----------------------------------------- 9 SOLE DISPOSITIVE POWER None ----------------------------------------- 10 SHARED DISPOSITIVE POWER None - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)* 0.0% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- AMENDMENT NO. 5 TO SCHEDULE 13D This Amendment No. 5 amends the Schedule 13D filed on May 22, 1995, as amended by Amendment No. 1 filed on June 1, 1995, Amendment No. 2 filed on July 7, 1995, Amendment No. 3 filed on February 13, 2003, and Amendment No. 4 filed on March 22, 2004 by each of Rio Tinto plc and Rio Tinto International Holdings Limited with respect to the Class B Common Stock of Freeport-McMoRan Copper & Gold, Inc. (the "Schedule 13D"), as described below. Terms used herein have the meanings set forth in Schedule 13D. (a) Item 4 is hereby amended and supplemented by adding the following paragraph at the end thereof: ITEM 4: PURPOSE OF TRANSACTION. "On March 30, 2004, Rio Tinto sold, through International, its wholly owned subsidiary, to FCX the entire 23,931,100 shares of FCX Class B Common Stock held by International for a total aggregate price of $881,868,215. As Rio Tinto and International now hold less than 5% of the total outstanding shares of Class B Common Stock, Rio Tinto no longer has the right to nominate any directors to serve on the board of FCX. Mr. R. Leigh Clifford has withdrawn his name from consideration as a director nominee at the 2004 annual meeting of FCX shareholders and Mr. Oscar Y. L. Groeneveld has resigned as a director effective as of the 2004 annual meeting of FCX shareholders. In connection with the sale, Rio Tinto and certain of its subsidiaries entered into a termination agreement with FCX pursuant to which all rights of all the parties under (x) the Registration Rights Agreement, dated May 12, 1995, by and among Rio Tinto, certain of its subsidiaries and FCX and (y) the Agreement, dated as of May 2, 1995, by and among Rio Tinto, certain of its subsidiaries and FCX have been terminated. A copy of the termination agreement is attached as an exhibit to this Amendment No. 5." (b) Item 5 is hereby amended and restated in its entirety as follows: ITEM 5: INTEREST IN SECURITIES OF THE ISSUER. "(a) As of the date hereof, neither Rio Tinto nor International beneficially owns any shares of FCX Class B Common Stock. (b) As of the date hereof, neither Rio Tinto nor International may be deemed to share the power, to vote and dispose of any shares of FCX Class B Common Stock. (c) As of the date hereof, except for the sale of 23,931,100 shares of FCX Class B Common Stock disclosed in response to Item 4 above, no transactions in shares of FCX Class B Common Stock were effected since March 22, 2004 by Rio Tinto, International or any person listed on Schedule I. To the knowledge of Rio Tinto and International, none of the persons listed on Schedule I beneficially owns any shares of FCX Class B Common Stock. (d) No other person is known by Rio Tinto or International to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of FCX Class B Common Stock beneficially owned by them. (e) As of the date hereof, Rio Tinto and International ceased to beneficially own more than five percent of FCX Class B Common Stock" (c) Item 7 is hereby amended and supplemented by adding the following paragraph at the end thereof: ITEM 7: MATERIALS TO BE FILED AS EXHIBITS. "(8) Termination Agreement, dated March 30, 2004, by and among Freeport-McMoRan Copper & Gold Inc., Rio Tinto plc, and certain subsidiaries of Rio Tinto plc." SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 30, 2004 RIO TINTO PLC By: /s/ Anette V. Lawless ------------------------------ Name: Anette V. Lawless Title: Secretary RIO TINTO INTERNATIONAL HOLDINGS LIMITED By: /s/ Robert Dowding ------------------------------ Name: Robert Dowding Title: Secretary EX-99 3 ex99.txt TERMINATION AGREEMENT EXHIBIT 8 TERMINATION AGREEMENT This Termination Agreement (this "Agreement"), dated as of March 30, 2004, is by and among Freeport-McMoRan Copper & Gold Inc. ("FCX"), Rio Tinto plc (formerly The RTZ Corporation PLC), Rio Tinto America Holdings Inc. (formerly RTZ America, Inc.), and Rio Tinto Indonesia Limited (formerly RTZ Indonesia Limited). WHEREAS, the parties hereto are the parties to that certain Registration Rights Agreement, dated May 12, 1995 (the "Registration Rights Agreement); WHEREAS, the parties hereto are also the parties to that certain agreement, dated as of May 2, 1995, pursuant to which 23,931,100 shares of the Class B Common Stock of FCX was issued to an affiliate of Rio Tinto plc (the "1995 Share Acquisition Agreement"); and WHEREAS, the parties thereto desire to terminate the Registration Rights Agreement and the 1995 Share Acquisition Agreement; NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the parties hereto agree as follows: 1. Termination. The Registration Rights Agreement and the 1995 Share Acquisition Agreement are each hereby terminated in their entirety, and each shall be of no further force or effect, effective as of the date of the consummation of that certain Stock Purchase Agreement, dated as of March 22, 2004, by and among FCX, Rio Tinto plc and Rio Tinto International Holdings Limited. Upon the termination of each of the Registration Rights Agreement and the 1995 Share Acquisition Agreement, (i) no party thereto shall have any obligation to any other party with respect thereto, and (ii) each party thereto will be deemed to have relinquished and waived any and all rights that may have accrued thereunder. 2. Further Assurances. Each party hereto agrees to execute and deliver such other documents, and to perform such other acts, as any other party hereto may reasonably request for the purpose of carrying out the intent of this Agreement. 3. Entire Agreement; Amendment. This Agreement sets forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby. Any and all previous agreements and understandings between or among the parties regarding the subject matter hereof, whether written or oral, are superseded by this Agreement. This Agreement shall not be amended or modified except by written instrument duly executed by each of the parties hereto. 4. Assignment and Binding Effect. This Agreement is personal to the parties hereto. 5. Governing Law. This Agreement shall be governed by and interpreted and enforced in accordance with the internal laws, and not the choice of law rules, of the State of New York. 6. Counterparts. This Agreement may be executed in one or more counterparts, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. [Signatures are on following page.] IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above. FREEPORT-MCMORAN COPPER & GOLD INC. By: /s/ Kathleen L. Quirk ------------------------------- Name: Kathleen L. Quirk Title: Senior Vice President, Chief Financial Officer and Treasurer RIO TINTO PLC By: /s/ R. Adams ------------------------------- Name: R. Adams Title: Director RIO TINTO AMERICA HOLDINGS INC. By: /s/ Ian C. Ratnage ------------------------------- Name: Ian C. Ratnage Title: Director RIO TINTO INDONESIA LIMITED By: /s/ Ian C. Ratnage ------------------------------- Name: Ian C. Ratnage Title: Director -----END PRIVACY-ENHANCED MESSAGE-----