SC 13G

0000950123-07-017230.txt : 20071231 0000950123-07-017230.hdr.sgml : 20071231 20071231162224 ACCESSION NUMBER: 0000950123-07-017230 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20071231 DATE AS OF CHANGE: 20071231 GROUP MEMBERS: ATTICUS MANAGEMENT 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-41332 FILM NUMBER: 071334679 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: 710992507 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-256-8441 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 SC 13G 1 y45577sc13g.htm SCHEDULE 13G SC 13G


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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)

December 31, 2007
(Date of Event which Requires Filing
of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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).

Continued on following pages Page 1 of 9 Pages Exhibit Index: Page 9


CUSIP NO.		35671D857		PAGE		2		OF		11 PAGES


1	Names of Reporting Persons Atticus Capital LP

2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) o
	(b) o

3	SEC Use Only



4	Citizenship or Place of Organization:

	Delaware

		5	Sole Voting Power

Number of			29,807,673

Shares		6	Shared Voting Power
Beneficially by
Owned by			0

Each		7	Sole DispositivePower
Reporting
Person			29,807,673

With:		8	Shared Dispositive Power

			0

9	Aggregate Amount Beneficially Owned by Each Reporting Person

	29,807,673

10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

	o

11	Percent of Class Represented by Amount in Row (9)

	7.80%

12	Type of Reporting Person (See Instructions)

	PN


CUSIP NO.		35671D857		PAGE		3		OF		11 PAGES


1	Names of Reporting Persons Atticus Management LLC

2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) o
	(b) o

3	SEC Use Only



4	Citizenship or Place of Organization:

	Delaware

		5	Sole Voting Power

Number of			29,807,673

Shares		6	Shared Voting Power
Beneficially by
Owned by			0

Each		7	Sole DispositivePower
Reporting
Person			29,807,673

With:		8	Shared Dispositive Power

			0

9	Aggregate Amount Beneficially Owned by Each Reporting Person

	29,807,673

10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

	o

11	Percent of Class Represented by Amount in Row (9)

	7.80%

12	Type of Reporting Person (See Instructions)

	OO


CUSIP NO.		35671D857		PAGE		4		OF		11 PAGES


1	Names of Reporting Persons Timothy R. Barakett

2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) o
	(b) o

3	SEC Use Only



4	Citizenship or Place of Organization:

	Canada

		5	Sole Voting Power

Number Of			29,807,673

Shares		6	Shared Voting Power
Beneficially by
Owned by			0

Each		7	Sole DispositivePower
Reporting
Person			29,807,673

With:		8	Shared Dispositive Power

			0

9	Aggregate Amount Beneficially Owned by Each Reporting Person

	29,807,673

10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

	o

11	Percent of Class Represented by Amount in Row (9):

	7.80%

12	Type of Reporting Person (See Instructions)

	HC, IN


CUSIP NO.		35671D857		PAGE		5		OF		11 PAGES

This Schedule 13G amends the statement on Schedule 13D initially filed on June 11, 2007, as amended, by (i) Atticus Capital LP, (ii) Atticus Management LLC, and (iii) Mr. Timothy R. Barakett (“Mr. Barakett” and, together with Atticus Capital and Atticus Management LLC, the “Reporting Persons”). Additionally, the Reporting Persons have previously filed a Schedule 13G on January 18, 2007, with respect to the Class B common stock, par value $0.10, of the Issuer.

Item 1(a)		Name of Issuer:

		Freeport-McMoRan Copper & Gold Inc. (the “Issuer”).

Item 1(b)		Address of the Issuer’s Principal Executive Offices:

		One North Central Avenue
		Phoenix, Arizona 85004-4414

Item 2(a)		Name of Person Filing:

		This statement is filed on behalf of each of the Reporting Persons:

	i)		Atticus Capital LP;

	ii)		Atticus Management LLC; and

	iii)		Timothy R. Barakett.

Item 2(b)

Address of Principal Business Office or, if None, Residence:

The address of the principal business office of the Reporting Persons is 767 Fifth Avenue, 12th Floor, New York, NY 10153.

Item 2(c)

Citizenship:

	1)		Atticus Capital is a Delaware limited partnership;

	2)		Atticus Management is a Delaware limited liability company; and

	3)		Mr. Barakett is a citizen of Canada.

Item 2(d)		Title of Class of Securities:

		Common Stock, par value $0.10 per share (the “Shares”).

Item 2(e)		CUSIP Number:

		35671D857

Item 3.		If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

		This Item 3 is not applicable.


CUSIP NO.		35671D857		PAGE		6		OF		11 PAGES

Item 4.		Ownership:

Item 4(a)		Amount Beneficially Owned:

As of December 28, 2007, each of the Reporting Persons may be deemed to be the beneficial owner of 29,807,673 Shares.

Item 4(b)

Percent of Class:

As of October 31, 2007, the number of Shares outstanding was 381,921,531 according to the Issuer’s Form 10-Q filed on November 7, 2007. Each of the Reporting Persons may be deemed to be the beneficial owner of approximately 7.80% of the total number of Shares outstanding.

Item 4(c)

Number of shares as to which such person has:


Atticus Capital

(i)	Sole power to vote or to direct the vote	29,807,673

(ii)	Shared power to vote or to direct the vote	0

(iii)	Sole power to dispose or to direct the disposition of	29,807,673

(iv)	Shared power to dispose or to direct the disposition of	0

Atticus Management

(i)	Sole power to vote or to direct the vote	29,807,673

(ii)	Shared power to vote or to direct the vote	0

(iii)	Sole power to dispose or to direct the disposition of	29,807,673

(iv)	Shared power to dispose or to direct the disposition of	0

Mr. Barakett

(i)	Sole power to vote or to direct the vote	29,807,673

(ii)	Shared power to vote or to direct the vote	0

(iii)	Sole power to dispose or to direct the disposition of	29,807,673

(iv)	Shared power to dispose or to direct the disposition of	0

Item 5.		Ownership of Five Percent or Less of a Class:

		This Item 5 is not applicable.

Item 6.		Ownership of More than Five Percent on Behalf of Another Person:

		This Item 6 is not applicable.


CUSIP NO.		35671D857		PAGE		7		OF		11 PAGES

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

		This Item 7 is not applicable.

Item 8.		Identification and Classification of Members of the Group.

		This Item 8 is not applicable.

Item 9.		Notice of Dissolution of Group:

		This Item 9 is not applicable.

Item 10.		Certification:

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


CUSIP NO.		35671D857		PAGE		8		OF		11 PAGES

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: December 31, 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*

* by Dennis Bertron, attorney-in-fact


CUSIP NO.		35671D857		PAGE		9		OF		11 PAGES

EXHIBIT INDEX

A.		Power of Attorney, dated June 7, 2007

B.		Joint Filing Agreement, dated December 31, 2007.

EX-99.A 2 y45577exv99wa.htm EX-99.A: POWER OF ATTORNEY EX-99.A


CUSIP NO.		35671D857		PAGE		10		OF		11 PAGES

EXHIBIT A

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 January 18, 2007 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

EX-99.B 3 y45577exv99wb.htm EX-99.B: JOINT FILING AGREEMENT EX-99.B


CUSIP NO.		35671D857		PAGE		11		OF		11 PAGES

EXHIBIT B

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the common stock of Freeport-McMoran Copper & Gold Inc., dated as of December 31, 2007, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.


Date: December 31, 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*

* by Dennis Bertron, attorney-in-fact