SC 13D

0000950123-07-008502.txt : 20070611 0000950123-07-008502.hdr.sgml : 20070611 20070611133717 ACCESSION NUMBER: 0000950123-07-008502 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20070611 DATE AS OF CHANGE: 20070611 GROUP MEMBERS: ATTICUS MANAGMENT LLC GROUP MEMBERS: TIMOTHY R. BARAKETT 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-41332 FILM NUMBER: 07911909 BUSINESS ADDRESS: STREET 1: ONE NORTH CENTRAL AVENUE CITY: PHOENIX STATE: AZ ZIP: 85004-4414 BUSINESS PHONE: 6023668100 MAIL ADDRESS: STREET 1: 1615 POYDRAS STREET CITY: NEW ORLEANS STATE: LA ZIP: 70112 FORMER COMPANY: FORMER CONFORMED NAME: FREEPORT MCMORAN COPPER COMPANY INC DATE OF NAME CHANGE: 19910114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Atticus Capital LP CENTRAL INDEX KEY: 0001352265 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-373-0800 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 y35874sc13d.htm SCHEDULE 13D SC 13D


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

FREEPORT-MCMORAN COPPER & GOLD INC.

(Name of Issuer)

Common Stock, par value $0.10 per share

(Title of Class of Securities)

35671D857

(CUSIP Number)

Scott Kislin, Esq.
General Counsel
Atticus Capital LP
152 West 57th Street, 45th Floor
New York, New York 10019

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

June 11, 2007

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. þ

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.		35671D857		Page		2		of		11


1	NAMES OF REPORTING PERSONS: Atticus Capital LP

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		7	SOLE VOTING POWER:

NUMBER OF			24,343,973

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			24,343,973

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	24,343,973

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	6.4%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


CUSIP No.		35671D857		Page		3		of		11


1	NAMES OF REPORTING PERSONS: Atticus Management LLC

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		7	SOLE VOTING POWER:

NUMBER OF			24,343,973

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			24,343,973

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	24,343,973

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	6.4%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO


CUSIP No.		35671D857		Page		4		of		11


1	NAMES OF REPORTING PERSONS: Timothy R. Barakett

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Canada

		7	SOLE VOTING POWER:

NUMBER OF			24,343,973

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			24,343,973

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	24,343,973

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	6.4%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	HC, IN

TABLE OF CONTENTS


	Item 1. Security and Issuer
	Item 2. Identity and Background
	Item 3. Source and Amount of Funds or Other Consideration
	Item 4. Purpose of Transaction
	Item 5. Interest in Securities of the Issuer
	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Item 7. Material to Be Filed as Exhibits
Signatures
EX-99.1: JOINT FILING AGREEMENT
EX-99.2: SCHEDULE OF TRANSACTIONS
EX-99.3: POWER OF ATTORNEY


CUSIP No.		35671D857		Page		5		of		11

This Statement on Schedule 13D relates to shares of common stock, par value $0.10 per share (formerly Class B Common Stock) (the “Shares”), of Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (the “Company”). Certain of the Shares reported herein were previously reported by the Reporting Persons on a Schedule 13G filed on January 18, 2007.

Item 1. Security and Issuer

The class of equity securities to which this statement on Schedule 13D relates to is the Shares. The address of the principal executive office of the Company is One North Central Avenue, Phoenix, Arizona, 85004-4414.

Item 2. Identity and Background

(a), (b) and (c) This statement is being filed by Atticus Capital LP (“Atticus Capital”), Atticus Management LLC (“Atticus Management”) and Mr. Timothy R. Barakett (“Mr. Barakett”, and collectively with Atticus Capital and Atticus Management, the “Reporting Persons”). The address of the principal business and principal office of the Reporting Persons is 152 W. 57^th Street, 45^th Floor, New York, NY 10019.

Mr. Barakett is the Chairman, Chief Executive Officer and Managing Member of Atticus Management, a Delaware limited liability company. Atticus Management is the sole general partner of Atticus Capital, a Delaware limited partnership. Atticus Capital, together with certain of its affiliated entities (collectively, the “Atticus Entities”), acts as adviser for various investment funds (the “Funds”) and managed accounts (the “Accounts”).

(d) None of the Reporting Persons, nor any of their officers or managing directors, have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons, nor any of their officers or managing directors, have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

(f) Mr. Barakett is a citizen of Canada.

Item 3. Source and Amount of Funds or Other Consideration

As of the date hereof, the Reporting Persons may be deemed to beneficially own an aggregate of 24,343,973 Shares as detailed in Item 5.

The aggregate purchase price for the Shares that the Funds and Accounts may be deemed to beneficially own is approximately $775,087,789. Such funds have come from the working capital of the Funds and the Accounts.

The securities held for the Funds and Accounts may be held through margin accounts maintained with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms’ credit policies. The positions which may be held in the margin accounts, including the Shares, are pledged as collateral security for the repayment of debit balances in the respective accounts.

Item 4. Purpose of Transaction

The Reporting Persons acquired the Shares for investment purposes, and such purchases have been made in the Reporting Persons’ ordinary course of business. The Reporting Persons expect to consider and evaluate on an on-going basis all of their options with respect to the investment in the Company. The Reporting Persons have met with, and may in the future continue to meet with, third parties to encourage them to consider strategic transactions involving the Company that are designed to maximize shareholder value for Company shareholders. In addition, the Reporting Persons may (a) consult with outside advisors to help them formulate their options with regard to their investment in the Company and (b) engage in discussion with management and/or the board of directors of the Company to encourage them to take steps to maximize shareholder value. The Reporting Persons may also pursue other available alternatives in order to maximize the value of the investment in the Company. Such alternatives could include, without limitation, (i) the purchase of additional Shares, options or related derivatives in the open market, in privately negotiated transactions or otherwise and (ii) the sale of all or a portion of the Shares, options or related derivatives now beneficially owned or hereafter acquired by them.


CUSIP No.		35671D857		Page		6		of		11

The Reporting Persons may contact and consult with other stockholders of the Company concerning the Company, its prospects and any or all of the foregoing matters.

Except as set forth above, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to change their plans or intentions and to take any and all actions that they may deem to be in the best interests of the Funds and the Accounts.

Item 5. Interest in Securities of the Issuer

(a) and (b) Based on the Company’s Definitive Proxy Statement dated June 5, 2007, as of May 25, 2007, there were 381,461,210 Shares outstanding. Each of the Reporting Persons may be deemed to beneficially own an aggregate of 24,343,973 Shares (6.4%) comprised of (i) 12,774,473 Shares owned directly by the Funds and the Accounts and (ii) 11,569,500 Shares purchasable upon exercise of call options.

Each of the Reporting Persons has sole power to vote, direct the vote, dispose of or direct the disposition of Shares that they beneficially own.

(c) All transactions in the Shares effected during the past 60 days prior to and including June 11, 2007 are set forth in Exhibit 2 attached hereto. All of such transactions were effected in the over-the-counter market in routine broker transactions.

(d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

(e) Not applicable.

The filing of this Schedule 13D shall not be construed as an admission that the Reporting persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13D.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The Funds and Accounts may from time to time enter into and unwind cash settled equity swaps, exchange traded “over-the-counter” puts and calls, warrants, forward purchase or sale transactions, future transactions, cap transactions, floor transactions, collar transactions, or other options or derivative or risk management transactions with respect to the Shares. The return on such contracts may be wholly or partially dependent on the market value of the Shares, the relative value of the Shares in comparison to one or more other financial instruments, indexes, securities, baskets or groups of securities in which Shares may be included, currencies, commodities, bonds, equity securities, loans, interest rates, catastrophe events, weather-related events, credit-related events or conditions or any index or other similar transaction (including any option with respect to any of these transactions) or any combination of these transactions with one or more counterparties.

The Funds and Accounts currently have additional long economic exposure to 19,359,974 Shares through such arrangements (in addition to the 11,569,500 Shares purchasable upon exercise of call options) for an aggregate exposure of 43,703,947 Shares, equal to 11.46% of the Company's outstanding Shares. These arrangements do not currently give the Reporting Persons or the Funds and Accounts voting or investment control over the underlying securities of the Company and, accordingly, the Reporting Persons disclaim any beneficial ownership in any securities held or which may be acquired by the counterparty to such arrangements.

From time to time, each of the Reporting Persons may lend portfolio securities to brokers, banks or other financial institutions. These loans typically obligate the borrower to return the securities, or an equal amount of securities of the same class, to the lender and typically provide that the borrower is entitled to exercise voting rights and retain dividends during the term of the loan.

From time to time, to the extent permitted by applicable law, each of the Reporting Persons may borrow securities, including Shares, for the purpose of effecting, and may effect, short sale transactions, and may purchase securities for the purpose of closing out short sale positions in such securities.

Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into a Joint Filing Agreement attached hereto as Exhibit A, with respect to the joint filing of the Schedule 13D and any amendment or amendments thereto.


CUSIP No.		35671D857		Page		7		of		11

Except as described herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company, including but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits


Exhibit 1		Joint Filing Agreement of the Reporting Persons

Exhibit 2		Schedule of transactions effected in the 60 days prior to and including June 11, 2007

Exhibit 3		Power of Attorney dated June 7, 2007


CUSIP No.		35671D857		Page		8		of		11

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: June 11, 2007

ATTICUS CAPITAL LP

By:		Atticus Management LLC, its general partner

By:		/s/ Timothy R. Barakett* Timothy R. Barakett
		Managing Member

ATTICUS MANAGEMENT LLC

By:		/s/ Timothy R. Barakett* Timothy R. Barakett
		Managing Member

TIMOTHY BARAKETT

By:		/s/ Timothy R. Barakett* Timothy R. Barakett


*		by Dennis Bertron, attorney-in-fact

EX-99.1 2 y35874exv99w1.htm EX-99.1: JOINT FILING AGREEMENT EX-99.1


CUSIP No.		35671D857		Page		9		of		11

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Freeport-McMoRan Copper & Gold Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 11th day of June 2007.


ATTICUS CAPITAL LP

By:		Atticus Management LLC, its general partner

By:		/s/ Timothy R. Barakett* Timothy R. Barakett Managing Member

ATTICUS MANAGEMENT LLC

By:		/s/ Timothy R. Barakett*

		Timothy R. Barakett Managing Member

TIMOTHY BARAKETT

By:		/s/ Timothy R. Barakett*

		Timothy R. Barakett


*		by Dennis Bertron, attorney-in-fact

EX-99.2 3 y35874exv99w2.htm EX-99.2: SCHEDULE OF TRANSACTIONS EX-99.2


CUSIP No.		35671D857		Page		10		of		11

EXHIBIT 2

Section 5(c) Transaction Details

Transacting Party

Date

Transaction

Quantity*

Average Price ($)

Atticus Capital LP

4/10/2007

Sale Options

5,000

15.587

Atticus Capital LP

4/10/2007

Purchase Options

6,300

Atticus Capital LP

4/12/2007

Sale

148,700

69.7947

Atticus Capital LP

4/12/2007

Purchase Options

7,500

3.7375

Atticus Capital LP

4/12/2007

Sale Options

15,000

1.7125

Atticus Capital LP

4/13/2007

Sale

299,950

70.602

Atticus Capital LP

4/13/2007

Purchase Options

10,000

3.95

Atticus Capital LP

4/13/2007

Sale Options

20,000

1.8

Atticus Capital LP

4/16/2007

Sale

694,500

70.8895

Atticus Capital LP

4/16/2007

Sale Options

6,500

3.8002

Atticus Capital LP

4/17/2007

Sale

742,500

71.2974

Atticus Capital LP

4/17/2007

Sale Options

2,500

3.9

Atticus Capital LP

4/18/2007

Sale

1,083,900

71.1571

Atticus Capital LP

4/18/2007

Purchase Options

10,000

3.2

Atticus Capital LP

4/18/2007

Sale Options

20,000

1.5

Atticus Capital LP

4/19/2007

Sale

80,500

69.1888

Atticus Capital LP

4/20/2007

Sale

52,400

69.9369

Atticus Capital LP

4/23/2007

Sale

32,700

70.9425

Atticus Capital LP

4/24/2007

Sale

392,628

69.2818

Atticus Capital LP

5/1/2007

Sale

74,200

67.2061

Atticus Capital LP

5/2/2007

Sale

200,000

68.3237

Atticus Capital LP

5/3/2007

Sale

100,000

68.8074

Atticus Capital LP

5/4/2007

Sale

100,000

71.3756

Atticus Capital LP

5/7/2007

Sale

144,600

72.721

Atticus Capital LP

5/8/2007

Sale

313,500

71.1717

Atticus Capital LP

5/9/2007

Sale

348,144

66.055

Atticus Capital LP

5/9/2007

Purchase

18,483

59.4809

Atticus Capital LP

5/10/2007

Sale

319,100

71.6875

Atticus Capital LP

5/11/2007

Sale

150,900

72.2457

Atticus Capital LP

5/14/2007

Sale

250,800

72.1777

Atticus Capital LP

5/15/2007

Sale

250,000

72.5245

Atticus Capital LP

5/17/2007

Sale

10,200

70.9498

Atticus Capital LP

5/18/2007

Purchase

698,828

62.7245

Atticus Capital LP

5/18/2007

Sale

1,653,928

61.6314

Atticus Capital LP

5/18/2007

Sale Options

7,500

3.9663

Atticus Capital LP

5/21/2007

Sale

20,263

66.9592

Atticus Capital LP

5/21/2007

Purchase

126,300

72.6144

Atticus Capital LP

5/22/2007

Purchase

18,200

72.5168

* Each option represents the right to purchase 100 Shares.

EX-99.3 4 y35874exv99w3.htm EX-99.3: POWER OF ATTORNEY EX-99.3


CUSIP No.		35671D857		Page		11		of		11

EXHIBIT 3

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that I, TIMOTHY R. BARAKETT, hereby make, constitute and appoint each of SCOTT KISLIN, DENNIS BERTRON and CHARLES FORTIN, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as chief executive officer of, managing member of or in other capacities with Atticus Capital LP or its general partner, Atticus Management LLC (collectively, “Atticus”), and each of their affiliates, including Atticus UK LLP and Atticus UK Services Ltd., and entities advised by me or Atticus, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodities Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Act”) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of, or otherwise associated with, Atticus or one of its affiliates. Execution of this power of attorney revokes that certain Power of Attorney dated as of March 21, 2006 with respect to substantially the same matters addressed above.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of June 7, 2007.



	/s/ Timothy R. Barakett
	Timothy R. Barakett

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