SC 13E4/A
1
SCHEDULE 13E-4/A (AMENDMENT NO. 1)
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4/A
Rule 13E-4
(Amendment No. 1)
Issuer Tender Offer Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934
and Rule 13e-3 (Section 240.13e-3) thereunder)
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MAGMA COPPER COMPANY
(Name of Issuer)
MAGMA COPPER COMPANY
(Name of Person(s) Filing Statement)
COMMON STOCK WARRANTS, $8.50 EXERCISE PRICE
(Title of Class of Securities)
559177118
(CUSIP Number of Class of Securities)
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Douglas J. Purdom
Chief Financial Officer
Magma Copper Company
7400 North Oracle Road, Suite 200
Tucson, Arizona 85704
(520) 575-5600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf
of the Person(s) Filing Statement)
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Copy to:
Steven D. Pidgeon
Snell & Wilmer L.L.P.
One Arizona Center
Phoenix, Arizona 85004-0001
(602) 382-6252
The Company's Schedule 13E-4 previously filed with the Commission on May 14,
1995, is hereby amended as follows:
(1) Exhibit No. (a)(1) - Form of Offer to Purchase dated May 16, 1995, is
hereby amended by replacing it in its entirety with a new Exhibit No. (a)
(1) attached hereto.
(2) Exhibit No (a)(2) - Form of Letter of Transmittal is hereby amended by
replacing it in its entirety with a new Exhibit No. (a)(2) attached hereto.
(3) Exhibit No. (a)(3) - Form of Notice of Guaranteed Delivery is hereby
amended by replacing it in its entirety with a new Exhibit No. (a)(3)
attached hereto.
(4) Exhibit No. (a)(6) - Letter to Warrantholders dated May 16. 1995, is hereby
amended by replacing it in its entirety with a new Exhibit No. (a)(6)
attached hereto.
(5) Exhibit No. (a)(8) - Form of Summary of Advertisement dated May 16, 1995,
is hereby amended by replacing it in its entirety with a new Exhibit No.
(a)(8) attached hereto.
After due 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.
MAGMA COPPER COMPANY,
a Delaware corporation
By Douglas J. Purdom
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Douglas J. Purdom
Chief Financial Officer
Dated: May 22, 1995
EX-99.(A)(1)
2
OFFER TO PURCHASE
EXHIBIT 99.(A)(1)
OFFER TO PURCHASE FOR CASH
ANY AND ALL LISTED COMMON STOCK WARRANTS,
$8.50 EXERCISE PRICE
OF
MAGMA COPPER COMPANY
AT
$8.25 PER COMMON STOCK WARRANT
BY
MAGMA COPPER COMPANY
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON
WEDNESDAY, JUNE 14, 1995, UNLESS THE OFFER IS EXTENDED.
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Magma Copper Company, a Delaware corporation (the "Company"), is offering to
purchase any and all of its Common Stock Warrants, $8.50 Exercise Price (the
"Warrants"), listed on the New York Stock Exchange (the "NYSE"), at $8.25 per
Warrant in cash, upon the terms and subject to the conditions set forth in this
Offer to Purchase and in the related Letter of Transmittal (which together
constitute the "Offer"). Each Warrant entitles the holder thereof to purchase
one share of Common Stock, $.01 par value per share ("Common Stock"), of the
Company at the exercise price of $8.50 per share.
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THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF WARRANTS BEING
TENDERED AND, EXCEPT AS SET FORTH IN SECTION 8, MAY NOT BE WITHDRAWN BY THE
COMPANY. THE COMPANY HAS ALSO AGREED NOT TO DECREASE THE PURCHASE PRICE FOR THE
WARRANTS OR THE NUMBER OF WARRANTS SUBJECT TO THE OFFER, OR TO CHANGE THE
CONSIDERATION THEREFOR FROM CASH TO NON-CASH INSTRUMENTS.
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On May 12, 1995, the closing sales price of the Warrants as reported on the
NYSE Composite Tape was $7.00 per Warrant. WARRANTHOLDERS ARE URGED TO OBTAIN A
CURRENT MARKET QUOTATION FOR THE WARRANTS.
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THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF SUCH
TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN
THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
THE COMPANY, ITS BOARD OF DIRECTORS AND ITS EXECUTIVE OFFICERS MAKE NO
RECOMMENDATION AS TO WHETHER ANY WARRANTHOLDER SHOULD TENDER ANY OR ALL OF SUCH
WARRANTHOLDER'S WARRANTS PURSUANT TO THE OFFER. EACH WARRANTHOLDER MUST MAKE
HIS, HER OR ITS OWN DECISION WHETHER TO TENDER WARRANTS AND, IF SO, HOW MANY
WARRANTS TO TENDER.
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The Dealer Managers for the Offer are:
GOLDMAN, SACHS & CO.
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May 16, 1995
IMPORTANT
Any warrantholder desiring to tender all or any portion of such
warrantholder's Warrants should either (1) complete the Letter of Transmittal or
a facsimile copy thereof in accordance with the instructions in the Letter of
Transmittal, mail or deliver it and any other required documents to IBJ Schroder
Bank & Trust Company (the "Depositary"), and either mail or deliver the Warrants
to the Depositary along with the Letter of Transmittal or follow the procedure
for book-entry transfer set forth in Section 5, or (2) request such
warrantholder's broker, dealer, commercial bank, trust company or other nominee
to effect the transaction for such warrantholder. Warrantholders having Warrants
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee must contact such person if they desire to tender their Warrants.
Warrantholders who wish to tender Warrants and whose Warrants are not
immediately available should tender such Warrants by following the procedures
for guaranteed delivery set forth in Section 5.
Questions and requests for assistance or for additional copies of this Offer
to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may
be directed to D.F. King & Co., Inc. (the "Information Agent") and Goldman,
Sachs & Co. (the "Dealer Managers") at the addresses and telephone numbers set
forth on the back cover of this Offer to Purchase.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE
COMPANY AS TO WHETHER WARRANTHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING
WARRANTS PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER
THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL.
IF GIVEN OR MADE, SUCH RECOMMENDATION AND SUCH INFORMATION AND REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
TABLE OF CONTENTS
PAGE
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SUMMARY .................................................................. 4
INTRODUCTION .................................................................. 5
SPECIAL FACTORS .................................................................. 5
Section 1. Purpose of the Offer; Certain Effects of the Offer;
Plans of the Company After the Offer ........................... 5
Section 2. Certain Federal Income Tax Consequences .......................... 7
Section 3. Certain Legal Matters; Regulatory and Foreign Approvals; No
Appraisal Rights ............................................... 8
THE OFFER .................................................................. 8
Section 4. Expiration Date; Extension of the Offer .......................... 8
Section 5. Procedure for Tendering of Warrants .............................. 9
Proper Tender of Warrants ........................................ 9
Signature Guarantees and Method of Delivery ...................... 9
Federal Backup Withholding .......................................10
Book-Entry Delivery ..............................................10
Guaranteed Delivery ..............................................10
Determinations of Validity of Warrants; Rejection of Warrants;
Waiver of Defects; No Obligation to Give Notice of Defects ....11
Section 6. Withdrawal Rights ................................................11
Section 7. Acceptance for Payment of Warrants and Payment of
Purchase Price .................................................11
Section 8. Certain Conditions of the Offer ..................................12
Section 9. Price Range of the Warrants ......................................14
Section 10. Certain Information Concerning the Company .......................14
Capitalization ...................................................15
Summary Financial, Operating and Reserve Data ....................16
Additional Information ...........................................18
Incorporation of Certain Documents by Reference ..................18
Section 11. Source and Amount of Funds .......................................18
Section 12. Transactions and Arrangements Concerning the Warrants ...........18
Section 13. Extension of the Tender Period; Termination; Amendments .........19
Section 14. Fees and Expenses ................................................19
Section 15. Miscellaneous ....................................................20
SCHEDULE I Directors and Executive Officers of the Company ..................21
SUMMARY
This general summary is provided solely for the convenience of holders of
Warrants and is qualified in its entirety by reference to the full text and more
specific details contained in this Offer to Purchase and the related Letter of
Transmittal and any amendments hereto and thereto.
The Company .....................Magma Copper Company.
The Warrants ....................Common Stock Warrants, $8.50 Exercise Price, of
the Company. Each Warrant entitles the holder
thereof to purchase one share of Common Stock
of the Company at $8.50 per share.
Number of Warrants ..............4,067,971 (all of the Warrants outstanding).
Purchase Price ..................$8.25 per Warrant in cash, upon the terms and
conditions set forth in the Offer to Purchase.
See Section 8.
Expiration Date of Offer ........June 14, 1995, at 12:00 midnight, Eastern Time,
unless extended.
How to Tender Warrants...........See Section 5. For further information, call
the Information Agent or the Dealer Managers or
consult your broker for assistance.
Withdrawal Rights................Tendered Warrants may be withdrawn at any time
until the Expiration Date of the Offer and may
be withdrawn after 12:00 midnight, Eastern
Time, on July 13, 1995. See Section 4 and
Section 6.
Conditions to Offer..............The Offer is not conditioned upon any minimum
number of Warrants being tendered and, except
as set forth in Section 8, may not be withdrawn
by the Company. The Company has also agreed not
to decrease the Purchase Price for the Warrants
or the number of Warrants subject to the Offer,
or to change the consideration therefor from
cash to non-cash instruments.
Purpose and Effects of Offer ... The Company is making the Offer to eliminate
the potential dilutive effect that would occur
if the Warrants are exercised by the holders
thereof on or before November 30, 1995, the
expiration date of the Warrants. The Offer also
gives warrantholders the opportunity to sell
their Warrants at a premium over the market
price prevailing prior to the announcement of
the Offer and without the usual transaction
costs associated with a market sale. See
Section 1.
Market Price of Warrants.........On May 12, 1995, the closing sales price of the
Warrants as reported on the NYSE Composite Tape
was $7.00. Warrantholders are urged to obtain a
current market quotation for the Warrants. See
Section 9. On May 12, 1995, the closing sales
price of the Company's Common Stock on the NYSE
Composite Tape was $15.25 per share.
Brokerage Commissions ...........Not payable by warrantholders.
Stock Transfer Tax ..............None, except as provided in Instruction 3 of
the Letter of Transmittal and Section 7.
Payment Date ....................As soon as practicable after the Expiration
Date of the Offer.
Further Information..............Additional copies of this Offer to Purchase and
the Letter of Transmittal may be obtained by
contacting D.F. King & Co., Inc.; banks and
brokers call collect. Questions about the Offer
should be directed to Goldman, Sachs & Co. at
(212) 902-1000.
TO THE HOLDERS OF COMMON STOCK WARRANTS,
$8.50 EXERCISE PRICE, OF MAGMA COPPER COMPANY:
INTRODUCTION
Magma Copper Company, a Delaware corporation (the "Company"), is offering to
purchase any and all of its Common Stock Warrants, $8.50 Exercise Price (the
"Warrants"), listed on the New York Stock Exchange ("NYSE"), at $8.25 per
Warrant (the "Purchase Price") in cash, upon the terms and conditions set forth
in this Offer to Purchase and in the related Letter of Transmittal (which
together constitute the "Offer"). Each Warrant entitles the holder thereof to
purchase one share of Common Stock, $.01 par value per share ("Common Stock"),
of the Company at the exercise price of $8.50 per share.
THE COMPANY, ITS BOARD OF DIRECTORS AND ITS EXECUTIVE OFFICERS MAKE NO
RECOMMENDATION AS TO WHETHER ANY WARRANTHOLDER SHOULD TENDER ANY OR ALL OF SUCH
WARRANTHOLDER'S WARRANTS PURSUANT TO THE OFFER. EACH WARRANTHOLDER MUST MAKE ITS
OWN DECISION WHETHER TO TENDER WARRANTS AND, IF IT DECIDES TO DO SO, HOW MANY
WARRANTS TO TENDER.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF WARRANTS BEING
TENDERED AND, EXCEPT AS SET FORTH IN SECTION 8, MAY NOT BE WITHDRAWN BY THE
COMPANY. THE COMPANY HAS ALSO AGREED NOT TO DECREASE THE PURCHASE PRICE FOR THE
WARRANTS OR THE NUMBER OF WARRANTS SUBJECT TO THE OFFER, OR TO CHANGE THE
CONSIDERATION THEREFOR FROM CASH TO NON-CASH INSTRUMENTS.
On May 12, 1995, the closing sales price of the Warrants as reported on the
NYSE Composite Tape was $7.00 per Warrant. WARRANTHOLDERS ARE URGED TO OBTAIN A
CURRENT MARKET QUOTATION FOR THE WARRANTS. See Section 9.
Warrantholders are not under any obligation to accept the Offer or to remit
the Warrants to the Company pursuant to the Offer.
Tendering warrantholders will not be obligated to pay brokerage commissions,
solicitation fees or, subject to the Instructions to the Letter of Transmittal,
stock transfer taxes on the purchase of Warrants by the Company. The Company
will pay all charges and expenses of the Depositary, Information Agent and
Dealer Managers incurred in connection with the Offer.
The address of the principal executive offices of the Company is 7400 North
Oracle Road, Suite 200, Tucson, Arizona 85704.
SPECIAL FACTORS
SECTION 1. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER; PLANS OF THE
COMPANY AFTER THE OFFER
The Company is making the Offer to eliminate the potential dilutive effect
that would occur if the Warrants are exercised by the holders thereof on or
before November 30, 1995, the expiration date of the Warrants. Warrants
purchased pursuant to the Offer will be retired by the Company.
The Board of Directors of the Company (the "Board") has authorized the Offer.
The Company anticipates that it will fund the purchase of Warrants pursuant to
the Offer and the payment of related fees and expenses through an offering of
8.70% debt securities. In this regard, the Company has commenced a public
offering of Senior Subordinated Notes due May 15, 2005 (the "Debt Offering") and
expects that the Debt Offering, if successful, will be completed during the
pendency of the Offer. The Offer is contingent upon closing of the Debt
Offering. See Section 8.
The Company believes the Offer is fair to warrantholders. In particular, the
Offer gives warrantholders the opportunity to sell their Warrants at a 17%
premium over the closing sales price of the Warrants on May 12, 1995. The Offer
will also provide warrantholders who are considering a sale of all or a portion
of their Warrants the opportunity to sell their Warrants for cash without the
usual transaction costs associated with open market sales.
Neither the Company nor the Board of Directors of the Company received any
report, opinion or appraisal which is materially related to the Offer,
including, but not limited to, any such report, opinion or appraisal relating to
the consideration or the fairness of the consideration to be offered to the
holders of the Warrants or the fairness of such transaction to the Company. A
majority of the directors who are not employees of the Company have not retained
an unaffiliated representative to act solely on behalf of unaffiliated
warrantholders for the purposes of negotiating the terms of the transaction.
Following the consummation of the Offer, the business and operations of the
Company will be continued by the Company substantially as they are currently
being conducted. Except as disclosed in this Offer to Purchase, including in any
report or statement incorporated by reference herein, the Company has no present
plans or proposals that would result in (i) the acquisition by any person of
additional securities of the Company, or the disposition of securities of the
Company, (ii) an extraordinary corporate transaction, such as a material merger
or reorganization, any liquidation, or any sale or transfer of a material amount
of assets, involving the Company or any of its material subsidiaries with any
other non-affiliated entity, (iii) any change in the present Board or management
of the Company, including, but not limited to, a plan or proposal to change the
number or term of the directors, to fill any existing vacancy on the Board or to
change any material term of the employment contract of any executive officer,
except in each case pursuant to actions that may be taken at the Company's 1995
Annual Meeting of Stockholders to be held on May 18, 1995, as contemplated in
the Company's Proxy Statement dated April 7, 1995, incorporated by reference
herein and except for a possible increase in the size of the Board from 11 to 12
members currently under consideration, (iv) any material change in the present
dividend rate or policy or indebtedness or capitalization of the Company, except
for the offering by the Company of $200,000,000 of its 8.70% Senior Subordinated
Notes due May 15, 2005 being offered concurrently with this Offer, a proposed
increase in its revolving credit facility from $300 to $500 million, and a
proposed secured financing of $50 million to facilitate the purchase of
equipment to be used at the Company's Robinson mine site, (v) any other material
change in the Company's corporate structure or business, (vi) any change in the
Company's charter, bylaws or instruments corresponding thereto or any other
actions which may impede the acquisition or control of the Company by any
person, (vii) any class of equity security of the Company (other than the
Warrants) being delisted from a national securities exchange or to ceasing to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association, (viii) any class of equity securities of the
Company (other than the Warrants) becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934
(the " Exchange Act"), or (ix) the suspension of the Company's obligation to
file reports pursuant to Section 15(d) of the Exchange Act.
Following the expiration of the Offer, the Company may, in its sole
discretion, purchase any then outstanding Warrants through privately negotiated
transactions, open market purchases, another tender offer or otherwise, on such
terms and at such prices as the Company may determine from time to time, the
terms of which could differ from those of the Offer, except that the Company
will not make any such purchases of Warrants until the expiration of ten
business days after the termination of the Offer. Any possible future purchases
of Warrants by the Company will depend on many factors, including the market
price of the Warrants, the Company's business and financial position,
alternative investment opportunities available, the results of the Offer and
general economic and market conditions.
The purchase of Warrants pursuant to the Offer will reduce the number of
warrantholders and the number of Warrants that might otherwise trade publicly,
and, depending upon the number of Warrants so purchased, could adversely affect
the liquidity and market value of the remaining Warrants held by the public.
Depending upon the number of Warrants purchased pursuant to the Offer, the
Warrants may no longer meet the requirements of the NYSE for continued listing.
As of May 5, 1995, there were 4,067,971 Warrants issued and outstanding.
According to the NYSE's published guidelines, the NYSE would consider delisting
the Warrants if, among other things, the number of publicly held Warrants should
fall below 100,000 or if the number of round-lot holders (holders of 100
warrants) falls below 500. If, as a result of the purchase of Warrants pursuant
to the Offer or otherwise, the Warrants no longer meet the requirements of the
NYSE for continued listing and the listing of the Warrants is discontinued, the
market for the Warrants could be adversely affected.
In the event of the delisting of the Warrants by the NYSE, it is possible
that the Warrants would continue to trade on another securities exchange or in
the over-the-counter market and that price quotations would be reported by such
exchange, by the NASD through the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") or by other sources. The extent of the
public market for the Warrants and the availability of such quotations would,
however, depend upon factors such as the number of warrantholders remaining at
such time, the interest in maintaining a market in the Warrants on the part of
securities firms, the possible termination of registration under the Exchange
Act, as described below, and other factors.
The Warrants are presently "margin securities" under the regulations of the
Board of Governors of the Federal Reserve System, which has the effect, among
other things, of allowing brokers to extend credit on the collateral of such
securities. If the Warrants remain listed on the NYSE, they will continue to be
"margin securities." If the Warrants were delisted, depending upon factors
similar to those described above, they might no longer constitute "margin
securities" for purposes of the margin regulations of the Board of Governors of
the Federal System, and, therefore, could no longer be used as collateral for
loans made by brokers.
The Warrants are currently registered under the Exchange Act. Registration of
the Warrants under the Exchange Act may be terminated upon application of the
Company to the Securities and Exchange Commission (the "Commission") if the
Warrants are neither held by 300 or more holders of record nor listed on a
national securities exchange. Termination of registration of the Warrants under
the Exchange Act would substantially reduce the information required to be
furnished by the Company to holders of the Warrants (although the Company would,
among other things, remain subject to the reporting obligations under the
Exchange Act as a result of its other outstanding securities) and would make
certain provisions of the Exchange Act no longer applicable in respect of the
Warrants. If registration of the Warrants under the Exchange Act were
terminated, the Warrants would no longer be "margin securities" or be eligible
for NASDAQ reporting.
SECTION 2. CERTAIN FEDERAL INCOME TAX CONSEQUENCES
Purchases of the Warrants will be taxable transactions for Federal income tax
purposes and may also be taxable transactions under applicable state, local,
foreign, and other tax laws. For Federal income tax purposes, a tendering
warrantholder will realize gain or loss equal to the difference between the
amount of cash received by the warrantholder pursuant to the Offer and the
warrantholder's tax basis in the Warrants transferred pursuant to the Offer.
Generally, the gain or loss realized by the warrantholder will be capital
gain or loss pursuant to Section 1234 of the Internal Revenue Code (the "Code").
However, the gain or loss will be ordinary in character if the stock subject to
the Warrants would not have qualified as a capital asset in the hands of the
warrantholder. Thus, for example, any gain or loss realized by a dealer in the
Warrants will be ordinary income or loss. In such a case, a dealer in warrants
to acquire property is considered a dealer in the property subject to the
warrant. Further, the gain or loss will be ordinary in character if the gain or
loss on the transfer of the Warrants is treated as ordinary in character
pursuant to a provision of the Code other than Section 1234. Thus, for example,
any gain realized in connection with a Warrant received in a compensatory
transfer will be ordinary in character. Similarly, any gain that may be
characterized as having been realized in connection with the distribution of a
dividend will be ordinary in character.
Capital gain or loss realized on a transfer of a Warrant will be long-term if
the Warrants were held for more than one year. In the case of any Warrant
acquired pursuant to a nontaxable stock dividend, the warrantholder's holding
period will include the holding period of the stock with respect to which the
dividend was paid.
The recognition of losses realized on transfers of Warrants may be subject to
limitations on losses under various provisions of the Code. These limitations
may apply in the case of capital as well as ordinary losses.
Additionally, certain special treatment may be applicable in the case of
Warrants that are held as part of a "straddle" within the meaning of Section
1092 of the Code, or as part of a "conversion transaction" within the meaning of
Section 1258(c) of the Code, or are otherwise identified in the Code as the
object of special treatment.
In addition to Federal backup withholding discussed in Section 5 below, the
Depositary may, in the case of foreign warrantholders, be required to withhold a
portion of the gross proceeds otherwise payable pursuant to the Offer to satisfy
Federal income withholding tax requirements.
THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL
INFORMATION ONLY. THE COMPANY HAS NEITHER OBTAINED NOR REQUESTED A WRITTEN
OPINION OF THE TAX ASPECTS OF THE OFFER. EACH WARRANTHOLDER IS URGED TO CONSULT
SUCH HOLDER'S OWN TAX ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO
SUCH HOLDER (INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL, FOREIGN AND
OTHER TAX LAWS) OF THE TRANSFER OF THE WARRANTS PURSUANT TO THE OFFER.
SECTION 3. CERTAIN LEGAL MATTERS; REGULATORY AND FOREIGN APPROVALS; NO
APPRAISAL RIGHTS
The Company is not aware of any license or regulatory permit that appears to
be material to its business that might be adversely affected by its acquisition
of Warrants as contemplated in the Offer or of any approval or other action by
any government or governmental, administrative or regulatory authority or
agency, domestic or foreign, that would be required for the Company's
acquisition of Warrants pursuant to the Offer. Should any such approval or other
action be required, the Company currently contemplates that it will seek such
approval or other action. The Company cannot predict whether it may determine
that it is required to delay the acceptance for payment of, or payment for,
Warrants tendered pursuant to the Offer pending the outcome of any such matter.
There can be no assurance that any such approval or other action, if needed,
would be obtained or would be obtained without substantial conditions or that
the failure to obtain any such approval or other action might not result in
adverse consequences to the Company's business. In lieu of seeking such
approval, the Company may determine to terminate the Offer as described in
Section 8. The Company intends to make all required filings under the Exchange
Act. The Company's obligations under the Offer to accept for payment, or make
payment for, Warrants is subject to certain conditions. See Section 8.
There is no stockholder or warrantholder vote required in connection with the
Offer.
There are no appraisal rights available to holders of Warrants in connection
with the Offer.
THE OFFER
SECTION 4. EXPIRATION DATE; EXTENSION OF THE OFFER.
Upon the terms and subject to the conditions of the Offer, the Company will
accept for payment (and thereby purchase) any and all Warrants that are properly
tendered on or before the Expiration Date (and not withdrawn in accordance with
Section 6) at the Purchase Price. The term "Expiration Date" means 12:00
midnight, Eastern Time, on Wednesday, June 14, 1995, unless and until the
Company shall have extended the period of time during which the Offer is open,
in which event the term "Expiration Date" shall refer to the latest time and
date at which the Offer, as so extended by the Company, shall expire. See
Section 13 for a description of the Company's right to extend the time during
which the Offer is open and to delay, terminate or amend the Offer. See also
Section 8 regarding certain conditions of the Offer.
As described in Section 13, the Company expressly reserves the right, in its
sole discretion, at any time or from time to time, to extend the period of time
during which the Offer is open by giving oral or written notice of such
extension to the Depositary and by making public announcement thereof. See
Section 13. There can be no assurance, however, that the Company will exercise
its right to extend the Offer.
If the Company increases the price to be paid for Warrants and the Offer is
scheduled to expire at any time earlier than the tenth business day from and
including the date that notice of such increase is first published, sent or
given in the manner specified in Section 13, the Offer will be extended until
the expiration of the ten business day period immediately following the date of
such notice. The Company has agreed not to decrease the price to be paid for the
Warrants, decrease the number of Warrants subject to the Offer, or change the
consideration therefor from cash to non-cash instruments. For purposes of the
Offer, "business day" means any day other than a Saturday, Sunday or Federal
holiday and consists of the time period from 12:01 a.m. through 12:00 midnight,
Eastern Time.
All Warrants purchased pursuant to the Offer will be purchased at the
Purchase Price in cash, upon the terms and subject to the conditions set forth
in this Offer to Purchase. All Warrants not purchased pursuant to the Offer,
including Warrants tendered and withdrawn, will be promptly returned to the
tendering warrantholders at the Company's expense.
SECTION 5. PROCEDURE FOR TENDERING OF WARRANTS
PROPER TENDER OF WARRANTS. For Warrants to be properly tendered
pursuant to the Offer:
(a) the Warrants (or confirmation of receipt of such Warrants pursuant
to the procedures for book-entry transfer set forth below), together with
a properly completed and duly executed Letter of Transmittal (or a
facsimile thereof) with any required signature guarantees (or in the case
of book- entry transfer, an Agent's Message (as defined below)), and any
other documents required by the Letter of Transmittal, must be received
before the Expiration Date by the Depositary at one of its addresses set
forth on the back cover of this Offer to Purchase; or
(b) the tendering warrantholder must comply with the guaranteed
delivery procedure set forth below.
A tender of Warrants made pursuant to any method of delivery set forth herein
will constitute a binding agreement between the tendering warrantholder and the
Company upon the terms and conditions of the Offer.
SIGNATURE GUARANTEES AND METHOD OF DELIVERY. No signature guarantee is
required on the Letter of Transmittal if the Letter of Transmittal is signed by
the registered owner of the Warrants (which term, for purposes of this Section,
includes any participant in The Depository Trust Company, the Midwest Securities
Trust Company or the Philadelphia Depository Trust Company (collectively, the
"Book-Entry Transfer Facilities") whose name appears on a security position
listing as the owner of the Warrants) tendered therewith, and payment and
delivery are to be made directly to such registered owner at such owner's
address shown on the records of the Company, or if Warrants are tendered for the
account of a bank, dealer, credit union, savings association or other entity
that is a member in good standing of a recognized Medallion Program approved by
the Securities Transfer Association Inc. (each such entity being hereinafter
referred to as an "Eligible Institution"). In all other cases, all signatures on
the Letter of Transmittal must be guaranteed by an Eligible Institution. See
Instruction 2 of the Letter of Transmittal. If a Warrant is registered in the
name of a person other than the signer of a Letter of Transmittal, or if payment
is to be made, or Warrants not purchased or tendered are to be issued, to a
person other than the registered owner, the Warrant must be endorsed or
accompanied by an appropriate power, in either case signed exactly as the name
of the registered owner appears on the Warrant, with the signature on the
Warrant or power guaranteed by an Eligible Institution. In all cases, payment
for Warrants tendered and accepted for payment pursuant to the Offer will be
made only after timely receipt by the Depositary of such Warrants (or a timely
confirmation of book-entry transfer of such Warrants into the Depositary's
account at one of the Book-Entry Transfer Facilities), a properly completed and
duly executed Letter of Transmittal (or facsimile thereof), with any required
signature guarantee (or in the case of book-entry transfer, an Agent's Message)
and any other required documents. The method of delivery of the Warrants is at
the election and risk of the tendering warrantholder. If delivery is made by
mail, registered mail with return receipt requested, properly insured, is
recommended.
FEDERAL BACKUP WITHHOLDING. Unless an exemption applies under the applicable
law and regulations concerning "backup withholding" of Federal income tax, the
Depositary will be required to withhold, and will withhold, 31% of the gross
proceeds otherwise payable to a warrantholder or other payee pursuant to the
Offer unless the warrantholder or other payee provides such person's tax
identification number (social security number or employer identification number)
and certifies that such number is correct. Each tendering warrantholder, other
than a noncorporate foreign warrantholder, should complete and sign the main
signature form and the Substitute Form W-9 included as part of the Letter of
Transmittal, so as to provide the information and certification necessary to
avoid backup withholding, unless an applicable exemption exists and is proved in
a manner satisfactory to the Company and the Depositary. Noncorporate foreign
warrantholders should generally complete and sign a Form W-8, Certificate of
Foreign Status, a copy of which may be obtained from the Depositary, in order to
avoid backup withholding.
BOOK-ENTRY DELIVERY. The Depositary will establish an account with respect to
the Warrants at each of the Book-Entry Transfer Facilities for purposes of the
Offer within two business days after the date of this Offer to Purchase. Any
financial institution that is a participant in a Book-Entry Transfer Facility's
system may make book-entry delivery of the Warrants by causing such facility to
transfer Warrants into the Depositary's account in accordance with such
facility's procedure for such transfer. Even though delivery of Warrants may be
effected through book-entry transfer into the Depositary's account at one of the
Book-Entry Transfer Facilities, a properly completed and duly executed Letter of
Transmittal (or facsimile thereof), with any required signature guarantees (or
an Agent's Message) and other required documents, must, in any case, be
transmitted to and received by the Depositary at one of its addresses set forth
on the back cover of this Offer to Purchase prior to the Expiration Date, or the
guaranteed delivery procedure set forth below must be followed. Delivery of this
Letter of Transmittal and any other required documents to one of the Book-Entry
Transfer Facilities does not constitute delivery to the Depositary.
GUARANTEED DELIVERY. If a warrantholder desires to tender Warrants pursuant
to the Offer and such warrantholder's Warrants are not immediately available (or
the procedures for book-entry transfer cannot be completed on a timely basis) or
time will not permit all required documents to reach the Depositary before the
Expiration Date, such Warrants may nevertheless be tendered provided that all
the following conditions are satisfied:
(a) such tender is made by or through an Eligible Institution;
(b) the Depositary receives (by hand, mail, or facsimile transmission)
on or prior to the Expiration Date, a properly completed and duly executed
Notice of Guaranteed Delivery substantially in the form the Company has
provided with this Offer to Purchase; and
(c) the tendered Warrants in proper form for transfer (or confirmation
of book-entry transfer of such Warrants into the Depositary's account at
one of the Book-Entry Transfer Facilities), together with a properly
completed and duly executed Letter of Transmittal (or a facsimile
thereof), with any required signature guarantees (or in the case of
Book-Entry transfer, an Agent's Message) and any other documents required
by the Letter of Transmittal, are received by the Depositary within five
NYSE trading days after the date of execution of such Notice of Guaranteed
Delivery.
The term "Agent's Message" means a message, transmitted by a Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of the
confirmation of book-entry transfer, which states that such Book-Entry Transfer
Facility has received an express acknowledgement from the participant in such
Book-Entry Transfer Facility tendering the Warrants, that such participant has
received and agrees to be bound by the terms of the Letter of Transmittal and
that the Purchaser may enforce such agreement against the participant.
DETERMINATIONS OF VALIDITY OF WARRANTS; REJECTION OF WARRANTS; WAIVER OF
DEFECTS; NO OBLIGATION TO GIVE NOTICE OF DEFECTS. All questions as to the
validity, form, eligibility (including time of receipt) and acceptance for
payment of any tender of Warrants will be determined by the Company, in its sole
discretion, which determination shall be final and binding on all parties. The
Company reserves the absolute right to reject any or all tenders it determines
not to be in proper form or the acceptance for payment of which may, in the
opinion of the Company's counsel, be unlawful. The Company also reserves the
absolute right to waive any of the conditions of the Offer and any defect or
irregularity in the tender of any particular Warrants. No tender of Warrants
will be deemed to be properly made until all defects or irregularities have been
cured or waived. Neither the Company, the Depositary, the Information Agent, the
Dealer Managers nor any other person is or will be obligated to give notice of
any defects or irregularities in tenders, and none of them will incur any
liability for failure to give any such notice.
SECTION 6. WITHDRAWAL RIGHTS
Except as otherwise provided in this Section 6, a tender of Warrants pursuant
to the Offer is irrevocable. Warrants tendered pursuant to the Offer may be
withdrawn at any time before the Expiration Date and, unless theretofore
accepted for payment by the Company as described in the first paragraph of
Section 7, may also be withdrawn after 12:00 midnight, Eastern Time, on July 13,
1995.
For a withdrawal to be effective, the Depositary must timely receive (at one
of its addresses set forth on the back cover of this Offer to Purchase), by
written, telegraphic or facsimile transmission, a notice of withdrawal. Such
notice of withdrawal must specify the name of the person having tendered the
Warrants to be withdrawn, the number of Warrants to be withdrawn and the name of
the registered owner, if different from that of the person who tendered such
Warrants. If the Warrants have been delivered or otherwise identified to the
Depositary, then, prior to the release of such Warrants, the tendering
warrantholder must also submit the serial numbers shown on the particular
Warrants, and the signature on the notice of withdrawal must be guaranteed by an
Eligible Institution (except in the case of Warrants tendered by an Eligible
Institution). If Warrants have been delivered pursuant to the procedure for
book-entry transfer set forth in Section 5, the notice of withdrawal must
specify the name and the number of the account at the applicable Book-Entry
Transfer Facility to be credited with the withdrawn Warrants and otherwise
comply with the procedures of such facility.
All questions as to the form and validity (including timely receipt) of
notices of withdrawal will be determined by the Company, in its sole discretion,
which determination shall be final and binding on all parties. None of the
Company, the Depositary, the Information Agent, the Dealer Managers or any other
person is or will be obligated to give any notice of any defects or
irregularities in any notice of withdrawal, and none of them will incur any
liability for failure to give any such notice. A withdrawal of a tender of
Warrants may not be rescinded, and Warrants properly withdrawn will thereafter
be deemed not validly tendered for purposes of the Offer. Withdrawn Warrants
may, however, be retendered before the Expiration Date by again following the
applicable procedures described in Section 5.
SECTION 7. ACCEPTANCE FOR PAYMENT OF WARRANTS AND PAYMENT OF PURCHASE
PRICE
Upon the terms and subject to the conditions of the Offer, promptly after the
Expiration Date, the Company will purchase and pay the Purchase Price for any
and all Warrants (subject to certain matters discussed in Section 4 and Section
13) as are properly tendered and not withdrawn as permitted in Section 6. For
purposes of the Offer, the Company will be deemed to have accepted for payment
(and thereby purchased) Warrants which are tendered and not withdrawn when, as
and if it gives oral or written notice to the Depositary of its acceptance of
such Warrants for payment pursuant to the Offer.
Payment for Warrants pursuant to the Offer will be made by depositing the
aggregate Purchase Price therefor with the Depositary, which will act as agent
for tendering warrantholders for the purpose of receiving payment from the
Company and transmitting payment to the tendering warrantholders.
Notwithstanding any other provision hereof, payment for Warrants accepted for
payment pursuant to the Offer will in all cases be made only after timely
receipt by the Depositary of the accepted Warrants (or a timely confirmation by
a Book-Entry Transfer Facility of book-entry transfer of such Warrants to the
Depositary), a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) with any required signature guarantees (or, in the case of
book-entry transfer, an Agent's Message) and any other required documents. Under
no circumstances will interest be paid by the Company, regardless of any delay
in making such payment.
The Company will pay any stock transfer taxes with respect to the transfer
and sale of Warrants to it pursuant to the Offer. If, however, payment of the
Purchase Price is to be made to, or if Warrants not tendered or accepted for
purchase are to be registered in the name of, any person other than the
registered holder, or if tendered Warrants are registered in the name of any
person other than the person signing the Letter of Transmittal, or if a transfer
tax is imposed for any reason other than the transfer or sale of the Warrants to
the Company pursuant to the Offer, the amount of any stock transfer taxes
(whether imposed on the registered holder or such person) payable on account of
the transfer to such person will be deducted from the Purchase Price unless
satisfactory evidence of the payment of such taxes or exemption therefrom is
submitted. See Instruction 3 of the Letter of Transmittal.
ANY TENDERING WARRANTHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY AND
SIGN THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL (OR, IN THE
CASE OF A FOREIGN INDIVIDUAL, FORM W-8 OBTAINABLE FROM THE DEPOSITARY) MAY BE
SUBJECT TO REQUIRED FEDERAL INCOME TAX WITHHOLDING OF 31% OF THE GROSS PROCEEDS
PAID TO SUCH WARRANTHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. SEE SECTION 5.
SECTION 8. CERTAIN CONDITIONS OF THE OFFER
The Company has agreed not to decrease the Purchase Price for the Warrants,
decrease the number of Warrants subject to the offer, or change the
consideration therefor from cash to non-cash instruments. Notwithstanding any
other provision of the Offer, and in addition to (and not in limitation of) the
Company's right to extend or otherwise amend the Offer at any time in its sole
discretion, the Company shall not be required to accept for payment or make
payment for any Warrant tendered, and may terminate or amend the Offer, if
before acceptance for payment or payment for any such Warrant any of the
following shall have occurred or shall have been determined to have occurred by
the Company whose determination shall be conclusive:
(a) there shall not have occurred the successful completion of the
offering by the Company of $200,000,000 of its 8.70% Senior Subdordinated
Notes due May 15, 2005 that is being conducted concurrently with this
Offer;
(b) there shall have been threatened, instituted or pending any action
or proceeding by any government or governmental, regulatory or
administrative agency or authority or tribunal or any other person,
domestic or foreign, before any court or governmental, regulatory or
administrative authority, agency or tribunal, domestic or foreign, which
(i) challenges the making of the Offer, the acquisition of Warrants
pursuant to the Offer or otherwise relates in any manner to the Offer; or
(ii) in the sole judgment of the Company, could materially adversely
affect the business, condition (financial or other), income, operations or
prospects of the Company and its subsidiaries, taken as a whole, or
otherwise materially impair in any way the contemplated future conduct of
the business of the Company or any of its subsidiaries or materially
impair the Offer's contemplated benefits to the Company;
(c) there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened, proposed, sought, promulgated, enacted, entered,
amended, enforced, or deemed to be applicable to the Offer or the Company
or any of its subsidiaries, by any court or any government or
governmental, regulatory or administrative authority, agency, tribunal,
domestic or foreign, which in the Company's sole judgment, would or might
directly or indirectly, (i) make the acceptance for payment of, or payment
for, Warrants illegal or otherwise restrict or prohibit consummation of
the Offer; (ii) delay or restrict the ability of the Company, or render
the Company unable, to accept for payment, or pay for, Warrants; (iii)
materially impair the contemplated benefits of the Offer to the Company;
or (iv) materially and adversely affect
the business, condition (financial or other), income, operations or prospects of
the Company and its subsidiaries, taken as a whole, or otherwise materially
impair in any way the contemplated future conduct of the business of the Company
or any of its subsidiaries;
(d) there shall have occurred after May 16, 1995, (i) any general
suspension of trading in , or limitation on prices for, securities on any
United States national securities exchange or in the over-the-counter
market (excluding any coordinated trading halt triggered solely as a
result of a specified decrease in a market index); (ii) the declaration of
a banking moratorium or any suspension of payments in respect of banks in
the United States; (iii) the commencement of a war, armed hostilities or
other international or national crisis directly or indirectly involving
the United States; (iv) any limitation (whether or not mandatory) by any
governmental, regulatory or administrative agency or authority on, or any
event which, in the sole judgment of the Company, might affect, the
extension of credit by banks or other lending institutions in the United
States; (v) any change in the general political, market, economic or
financial conditions in the United States or abroad that could, in the
sole judgment of the Company, have a material adverse effect on the
Company's business, operations, prospects or the trading in the Warrants;
or (vi) in the case of any of the foregoing existing at the time of the
commencement of the Offer, a material acceleration or worsening thereof;
or
(e) after May 16, 1995, any tender or exchange offer with respect to
the Warrants (other than the Offer) or any other class of the Company's
equity securities, or any merger, acquisition, business combination or
other similar transaction with or involving the Company or any subsidiary,
shall have been proposed, announced or made by any unaffiliated person or
entity;
(f) after May 16, 1995, any change shall occur or be threatened in the
business, condition (financial or other), income, operations or prospects
of the Company and its subsidiaries, taken as a whole, which in the sole
judgment of the Company, is or may be materially adverse to the Company;
or
(g) (i) any person, entity or "group" (as that term is used in Section
13(d)(3) of the Exchange Act) shall have acquired, or proposed to acquire,
beneficial ownership of more than 5% of the Company's outstanding common
stock (other than a person, entity, or "group" which had publicly
disclosed such ownership in a Schedule 13D or 13G (or an amendment
thereto) on file with the Commission prior to May 16, 1995), (ii) any new
group shall have been formed which beneficially owns more than 5% of the
Company's outstanding common stock or (iii) any person, entity or group
shall have filed a Notification and Report Form under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, or made a public
announcement reflecting an intent to acquire the Company or any of its
subsidiaries or any of their respective assets or securities;
and, in the sole judgment of the Company, in any such case and regardless of the
circumstances (including any action or inaction by the Company) giving rise to
such condition, such event makes it inadvisable to proceed with the Offer or
with such acceptance for payment or payment.
The foregoing conditions are for the sole benefit of the Company and may be
asserted or waived by the Company regardless of the circumstances (including any
action or inaction by the Company) giving rise to any such condition, and any
such condition may be waived by the Company, in whole or in part, at any time
and from time to time in its sole discretion; provided, however, that the
Exchange Act and the rules and regulations promulgated thereunder require that
all conditions to the Offer, other than those relating to the receipt of certain
necessary governmental approvals, must be satisfied or waived prior to the
Expiration Date. The Company's failure at any time to exercise any of the
foregoing rights shall not be deemed a waiver of any such right or the waiver of
any such right with respect to particular facts or circumstances; and each such
right shall be deemed an ongoing right which may be asserted at any time and
from time to time. Any determination by the Company concerning the events
described above and any related judgment by the Company regarding the
inadvisability of proceeding with the acceptance of payment or payment for any
tendered Warrants will be final and binding on all parties.
SECTION 9. PRICE RANGE OF THE WARRANTS.
The Warrants are listed and traded on the NYSE. The following table sets
forth, for each period shown, the high and low sales prices of the Warrants as
reported on the NYSE Composite Tape. The Warrants were first traded on the NYSE
in February 1992.
WARRANT
PRICE RANGES
HIGH LOW
-------- -------
1993
1st Quarter .....................11-1/2 7-3/4
2nd Quarter .....................9-1/2 6-1/4
3rd Quarter .....................7-3/8 3-7/8
4th Quarter .....................8-1/4 3-7/8
1994
1st Quarter ..................... 9 1/4 7-1/4
2nd Quarter ..................... 9 1/8 6-1/2
3rd Quarter .....................10-5/8 8-5/8
4th Quarter .....................10 7 1/8
1995
1st Quarter ..................... 9-1/2 7-1/4
2nd Quarter (through May 12,
1995) ..........................10 6-3/4
On May 12, 1995, the closing sales price of the Warrants as reported on the
NYSE Composite Tape was $7.00 per Warrant. Warrantholders are urged to obtain a
current market quotation for the Warrants. As of May 5, 1995, the Company had
issued and outstanding 4,067,971 Warrants held by approximately 4,300 record
holders.
SECTION 10. CERTAIN INFORMATION CONCERNING THE COMPANY
The Company is a fully-integrated producer of electrolytic copper and ranks
among the largest U.S. copper producers. Magma's principal products are high
quality copper cathode and copper rod, the latter being the basic feedstock of
the copper wire and cable industry.
The Company owns and operates underground copper mines at its San Manuel and
Superior Mining Divisions, an open-pit copper mine at its Pinto Valley Division,
and in situ leaching operations at its San Manuel and Pinto Valley Mining
Divisions, all of which are located in southeastern Arizona. Recently, the
Company began development of its Robinson mine located near Ely, Nevada.
Production at this mine is expected to commence in the first quarter of 1996. In
the fourth quarter of 1994, the Company completed the acquisition of a company
which owns one of the largest operating copper mines in Southern Peru
("Tintaya"). Tintaya operates an open-pit mine and concentrator and is engaged
in a variety of development projects at this property.
The Company operates the largest and most modern copper smelting and refining
complex in the United States. The Company's smelter, which was recently
expanded, has a rated production capacity of 720 million pounds of copper anode
per year, representing approximately 25% of U.S. copper smelting capacity. In
addition to smelting and refining its own copper concentrate production, the
Company smelts and refines a substantial amount of copper concentrates on a
custom basis for, or purchased from, third parties, the profits from which
effectively reduce the Company's overall break-even cost of producing copper
from its mines.
CAPITALIZATION
The following table sets forth the cash, short-term debt and capitalization
of the Company as of March 31, 1995, and as adjusted to give effect to the Debt
Offering and the application of $33.5 million of the proceeds to repurchase all
of the Warrants and of $22.5 million to repay short-term debt outstanding at
such date. This table should be read in conjunction with the consolidated
financial statements and accompanying notes of the Company incorporated by
reference herein.
AS OF MARCH 31, 1995
(DOLLAR AMOUNTS IN
MILLIONS)
----------------------
AS
ACTUAL ADJUSTED(1)
---------- -----------
Cash and marketable securities .....................$ 56.9 $ 200.9
========== ===========
Short-term debt ....................................$ 22.5 $ --
========== ===========
Long-term debt:
Notes offered hereby ............................. $ -- $ 200.0
12% Senior Subordinated Notes .................... 200.0 200.0
11-1/2 % Senior Subordinated Notes ............... 125.0 125.0
Industrial Development Authority Bonds ........... 49.7 49.7
Promissory Note .................................. 5.0 5.0
Capitalized Lease Obligations .................... 10.6 10.6
---------- -----------
Total long-term debt ........................... $ 390.3 $ 590.3
---------- -----------
Stockholders' equity:
Preferred Stock, $0.01 par value, 50,000,000
shares authorized:
5-5/8% Cumulative Convertible Preferred Stock,
Series D, $0.01 par value, 2,000,000 shares
issued and outstanding ..........................$ -- $ --
6% Cumulative Convertible Preferred Stock, Series
E, $0.01 par value, 2,000,000 shares issued and
outstanding ..................................... -- --
Common Stock, $0.01 par value, 100,000,000 shares
authorized; 46,112,065 shares issued and
outstanding .................................... 0.5 0.5
Capital in excess of par value, as adjusted ..... 626.0 592.5
Retained earnings since January 1, 1992 .......... 186.7 186.7
Unearned stock grant compensation ................ (3.5) (3.5)
---------- -----------
Total stockholders' equity .....................$ 809.7 $ 776.2
---------- -----------
Total stockholders' equity and long-term debt $1,200.0 $1,366.5
========== ===========
----------
(1) These amounts do not give effect to the expenses of the Offer or the Debt
Offering. In addition, they do not give effect to the repurchase of any
other equity securities or any repurchase or redemption of the Company's
outstanding senior subordinated notes, which are potential additional uses
of the proceeds of the Debt Offering. The Company will not expend more than
$50 million in the aggregate out of the proceeds of the Debt Offering to
repurchase its equity securities, including the Warrants.
SUMMARY FINANCIAL, OPERATING AND RESERVE DATA
Set forth below is certain historical financial, operating and reserve
information. The historical information of the Company has been summarized from
the audited consolidated financial statements included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1994 and the unaudited
condensed consolidated financial statements included in its Quarterly Report on
Form 10-Q for the three months ended March 31, 1995, which reports are
incorporated herein by reference. The results for the three months ended March
31, 1995 are unaudited but, in the opinion of management, all adjustments,
consisting only of normal recurring adjustments necessary for a fair
presentation of results of operations for such periods, have been included. More
comprehensive financial, operating and reserve information is included in such
reports and the information that follows is qualified in its entirety by
reference to such reports and all of the financial statements and related notes
contained therein.
(dollar amounts in millions, except average realization, earnings per share
and reserve data)
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
----------------------------- -------------------
1992 1993 1994 1994(12) 1995
--------- --------- --------- --------- ---------
FINANCIAL DATA:
STATEMENT OF OPERATIONS DATA:
Sales(1) ................................................$ 819.5 $ 792.4 $ 889.6 $ 175.5 $ 297.5
Cost of products sold ................................... (630.4) (639.4) (654.5) (140.2) (195.9)
Depreciation, depletion and amortization ................ (54.6) (65.4) (75.1) (15.1) (16.8)
Selling, general and administrative(1) .................. (19.4) (22.1) (22.7) (5.2) (8.0)
Exploration, research and development ................... (2.7) (9.3) (13.5) (3.2) (4.6)
Restructure expense ..................................... -- (2.0) -- -- --
--------- --------- --------- --------- ---------
Income from operations .................................. 112.4 54.2 123.8 11.8 72.2
Interest expense, net(2) ................................ (35.8) (26.4) (14.3) (2.4) (4.3)
Other income ............................................ 4.3 3.7 0.3 1.0 0.7
--------- --------- --------- --------- ---------
Income before income taxes and extraordinary item ...... 80.9 31.5 109.8 10.4 68.6
Income tax provision .................................... (22.6) (8.7) (22.4) (2.8) (16.8)
Extraordinary item, net of tax(3) ....................... (3.0) -- -- -- --
Cumulative effect of accounting changes, net of tax .... -- (0.9) -- -- --
--------- --------- --------- --------- ---------
Net income ..............................................$ 55.3 $ 21.9 $ 87.4 $ 7.6 $ 51.8
========= ========= ========= ========= =========
Net income per common share, assuming full
dilution(4) .............................................$ 1.19 $ 0.40 $ 1.38 $ 0.10 $ 0.82
========= ========= ========= ========= =========
EBITDA(5) ...............................................$ 171.3 $ 125.3 $ 199.2 $ 27.9 $ 89.7
Ratio of earnings to fixed charges(6) ................... 2.7x 1.5x 3.1x 1.5x 6.4x
Ratio of earnings to combined fixed charges and
preferred stock dividends(6) ............................ 2.0x 1.4x 2.3x 1.1x 4.8x
BALANCE SHEET DATA (AT END OF PERIOD):
Cash and marketable securities ..........................$ 242.2 $ 339.3 $ 88.2 $ 326.0 $ 56.9
Net property, plant and mine development ................ 783.6 866.4 1,217.2 882.6 1,299.8
Total assets ............................................ 1,156.5 1,350.8 1,576.6 1,360.6 1,640.0
Long-term debt (exclusive of current portion) .......... 395.0 392.3 386.8 390.1 384.7
Stockholders' equity .................................... 465.4 680.2 760.1 684.4 809.7
OPERATING DATA:
Production:
Magma source copper (millions of pounds)(7) ............. 559.5 563.4 595.4 151.8 172.0
Concentrate smelted (thousands of tons)(8) .............. 1,060.1 1,076.0 1,208.0 264.0 318.0
New Fine copper (millions of pounds)(9) ................. 771.8 845.6 888.6 209.1 225.3
Gold contained in residues and ore (thousands of
ounces)(10) ............................................. 106.9 103.4 77.0 20.2 26.7
Silver contained in residues (thousands of ounces)(10) . 2,726.6 2,947.9 3,289.0 731.7 881.1
Molybdenum disulfide production (millions of pounds
molybdenum contained) ................................... 5.2 4.8 4.9 1.2 1.2
Average realization (including hedging activities):
Copper--per pound .......................................$ 1.00 $ 0.94 $ 0.98 $ 0.84 $ 1.32
Gold--per ounce ......................................... 377.47 359.05 382.58 378.58 375.06
Silver--per ounce ....................................... 4.00 4.34 5.16 4.90 4.19
Molybdenum--per pound ................................... 1.80 1.91 4.57 2.35 10.14
RECOVERABLE COPPER
(THOUSANDS OF
POUNDS)
------------------
Reserve data (at January 1, 1995)(11):
Proven/probable reserves in committed mine plans 9,663,259
(Footnotes to table appear on next page)
(Footnotes to table on previous page)
(1) Certain freight costs have been reclassified as a deduction from revenue
rather than as a selling expense. All years have been restated to reflect
this change.
(2) Excludes capitalized interest of $17.7 million for 1994 and $7.8 million
for 1993, and $5.8 million and $4.8 million for the quarters ended March
31, 1995 and 1994, respectively.
(3) In May 1992, the Company redeemed all $100 million of its Subordinated
Reset Debentures and paid a premium on the early repayment of this debt.
(4) There were no cash dividends paid or declared on Common Stock during any of
these periods.
(5) "EBITDA" is earnings before net interest expense, taxes, depreciation,
depletion and amortization.
(6) In calculating the ratios: (i) "earnings" consist of income before taxes,
accounting changes and extraordinary items plus fixed charges adjusted for
capitalized interest and amortization of previously capitalized interest;
(ii) "fixed charges" consist of interest (including capitalized interest)
and the estimated interest portion of lease rental expenses, amortization
of debt expenses and write- offs of loan costs; and (iii) preferred stock
dividends include dividends paid in zero coupon notes and shares of Common
Stock. In calculating the ratio of earnings to fixed charges and preferred
stock dividends, the preferred stock dividend requirements were assumed to
be equal to the pretax earnings required to cover such dividend
requirements. The amount of such pretax earnings required to cover
preferred stock dividends was computed using tax rates for the applicable
year. Preferred stock dividends are included in total "fixed charges" and
deducted from "earnings."
(7) Saleable copper contained in concentrates plus electrowon copper.
(8) Includes all new sulfide concentrate smelted by the Company for its own
account and concentrate smelted for others on a custom basis and shipments
of unrefined copper.
(9) Includes all electrolytic copper produced by the Company for its own
account and refined copper produced for others on a custom basis.
(10) Includes production from the Company's concentrates and the Company's share
of production from custom concentrates.
(11) All reserves were determined based upon a pricing assumption of
approximately $0.80 per pound of copper.
(12) In November 1994, the Company acquired Tintaya. The pro forma effects of
the acquisition as if it had occurred on January 1, 1994 are presented in
the Company's Annual Report on Form 10-K for 1994, incorporated by
reference herein. For the three-month period ended March 31, 1994, the pro
forma effects of the acquisition (as if it had occurred on January 1, 1994)
are as follows:
THREE MONTHS ENDED
MARCH 31,
------------------
1994
------------------
(IN MILLIONS
EXCEPT
EARNINGS PER
SHARE DATA)
Total revenue ............................$194.3
Income before extraordinary items ....... 10.1
Net income ............................... 10.1
Primary earnings per share ............... 0.15
Earnings per share assuming full dilution 0.15(a)
----------
(a) The Company's convertible preferred stock is not included in the fully
diluted calculation as its effects are anti-dilutive.
ADDITIONAL INFORMATION. The Company is subject to the informational
requirements of the Exchange Act and in accordance therewith files periodic
reports, proxy statements and other information with the Commission. The Company
is required to disclose in such proxy statements certain information, as of
particular dates, concerning the Company's directors and officers, their
remuneration, stock options granted to them, the principal holders of the
Company's securities and any material interest of such persons in transactions
with the Company. The Company has also filed a Transaction Statement on Schedule
13E-3 and an Issuer Tender Offer Statement on Schedule 13E-4 with the Commission
which include certain additional information relating to the Offer.
Such material can be inspected and copied at the public reference facilities
of the Commission: at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following regional offices of the Commission,
7 World Trade Center, 13th Floor, New York, New York 10007, and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. The Company's
Schedule 13E-3 and Schedule 13E-4 will not be available at the Commission's
regional offices. Reports, proxy materials and other information about the
Company are also available at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005. Copies may also be obtained by mail from
the Commission's Public Reference Branch, 450 Fifth Street, N.W., Washington,
D.C. 20549.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents have
been filed by the Company with the Commission and are hereby incorporated by
reference into this Offer to Purchase: (i) Annual Report on Form 10-K for the
fiscal year ended December 31, 1994; (ii) Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1995; (iii) the description of the Warrants
contained in the Company's Form 8-A relating thereto; and (iv) the Company's
1995 Notice and Proxy Statement for the Company's Annual Meeting of Stockholders
to be held May 18, 1995. All other documents and reports filed pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this
Offer to Purchase and prior to the Expiration Date of the Offer shall be deemed
to be incorporated by reference herein and shall be deemed to be a part hereof
from the date of the filing of such reports and documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Offer to Purchase to the extent that a statement contained
herein or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Offer to Purchase.
SECTION 11. SOURCE AND AMOUNT OF FUNDS
Assuming that the Company purchases all outstanding Warrants pursuant to the
Offer, the total amount required by the Company to purchase such Warrants and
pay related fees and expenses will be approximately $33,932,000. See Section 14.
The Company anticipates that it will fund the purchase of Warrants pursuant to
the Offer and the payment of related fees and expenses through the Debt
Offering. In this regard, the Company has commenced a public offering of Senior
Subordinated Notes due May 15, 2005 and expects that such offering, if
successful, will be completed during the pendency of the Offer. Consummation of
the Debt Offering is a condition of this Offer. See Section 8.
SECTION 12. TRANSACTIONS AND ARRANGEMENTS CONCERNING THE WARRANTS
In December 1988, the Company issued the Warrants as a dividend to all
holders of record of the Company's then Class B Common Stock (now Common Stock)
on December 12, 1988. The Warrants were originally issued pursuant to a Warrant
Agreement dated as of December 15, 1988, between the Company and Manufacturers
Hanover Trust Company (currently Mellon Bank, N.A. serves as warrant agent under
the Warrant Agreement) and became publicly traded at such time.
Neither the Company nor any of its subsidiaries has effected any transactions
in the Warrants since the issuance thereof in December 1988. Except as set forth
below, no director or executive officer of the Company listed on Schedule I to
this Offer to Purchase, or any of subsidiaries or any associates of any of the
foregoing, owns any of the Warrants or has effected any transactions in the
Warrants since the issuance of the Warrants in December 1988:
Number of Warrants Percent of
Name Beneficially Owned Warrants Outstanding*
---- ------------------ --------------------
J. Burgess Winter 26,250 **
Donald J. Donahue 5,100 **
Henry B. Sargent 150 **
John F. Champagne 1,075 **
Bradford A. Mills 608 **
Marshall H. Campbell 100 **
---------
*Based on 4,067,971 warrants outstanding as of May 5, 1995.
**Less than one percent.
Neither the Company nor any of its directors or executive officers listed on
Schedule I to this Offer to Purchase, or subsidiaries is a party to any
contract, arrangement, understanding or relationship with any other person
relating, directly or indirectly, to the Offer (whether or not legally
enforceable) with respect to any securities of the Company (including, but not
limited to, any contract, arrangement, understanding or relationship concerning
the transfer or the voting of any such securities, joint ventures, loan or
option arrangements, puts or calls, guarantees of loans, guarantees against loss
or the giving or withholding or proxies, consents or authorizations). All
of the directors and executive officers set forth above intend to tender their
Warrants pursuant to this Offer to Purchase.
SECTION 13. EXTENSION OF THE TENDER PERIOD; TERMINATION; AMENDMENTS
The Company expressly reserves the right, in its sole discretion, at any time
or from time to time and regardless of whether or not any of the events set
forth in Section 8 shall have occurred or shall be deemed by the Company to have
occurred, to extend the period of time during which the Offer is open and
thereby delay acceptance for payment of, or payment for, any Warrants by giving
oral or written notice of such extension to the Depositary and making a public
announcement thereof. During any such extension, all Warrants previously
tendered and not purchased or withdrawn will remain subject to the Offer, except
to the extent that such Warrants may be withdrawn as set forth in Section 6. The
Company also expressly reserves the right, in its sole discretion, to terminate
the Offer, not accept for payment and not make payment for any Warrants not
theretofore accepted for payment or paid for upon the occurrence of any of the
conditions specified in Section 8 by giving oral or written notice of such
termination to the Depositary and making a public announcement thereof. Subject
to compliance with applicable law, the Company further reserves the right, in
its sole discretion, and regardless of whether or not any of the events set
forth in Section 8 shall have occurred or shall be deemed by the Company to have
occurred, to amend the Offer in any respect, including, without limitation, by
increasing the consideration offered in the Offer to owners of Warrants;
provided, however, that the Company may not amend the Offer to decrease the
Purchase Price for the Warrants, decrease the number of Warrants subject to the
Offer, or change the consideration from cash to non-cash instruments. Amendments
to the Offer may be made at any time or from time to time by public announcement
thereof, such announcement, in the case of an extension, to be issued no later
than 9:00 a.m., Eastern Time, on the next business day after the previously
scheduled Expiration Date. Any public announcement made pursuant to the Offer
will be disseminated promptly to warrantholders in a manner reasonably designed
to inform warrantholders of such change. Without limiting the manner in which
the Company may choose to make a public announcement, except as required by
applicable law, the Company shall have no obligation to publish, advertise or
otherwise communicate any such public announcement other than by making a
release to the Dow Jones News Service.
If the Company materially changes the terms of the Offer or the information
concerning the Offer or if it waives a material condition of the Offer, the
Company will extend the Offer to the extent required by Rules 13e-4 promulgated
under the Exchange Act. If the Company increases the price to be paid for
Warrants and the Offer is scheduled to expire at any time earlier than the
expiration of a period ending on the tenth business day from and including the
date that notice of such increase is first published, sent or given, the Offer
will be extended until the expiration of such period of ten business days.
SECTION 14. FEES AND EXPENSES
The Company has retained IBJ Schroder Bank & Trust Company as Depositary,
D.F. King & Co., Inc. as Information Agent and Goldman, Sachs & Co. as Dealer
Managers in connection with the Offer. The Information Agent and Dealer Managers
will assist warrantholders who request assistance in connection with the Offer
and may request brokers, dealers and other nominee warrantholders to forward
materials relating to the Offer to beneficial owners. The Company has agreed to
pay the Dealer Managers, upon acceptance for payment of Warrants pursuant to the
Offer, a fee equal to the greater of (i) $100,000 or (ii) $.085 per Warrant
purchased in the Offer. The Dealer Managers will also be reimbursed by the
Company for reasonable out-of-pocket expenses, including attorneys' fees. The
Dealer Managers have rendered and are expected to continue to render various
investment banking and other advisory services to the Company. The Dealer
Managers have received and will continue to receive customary compensation from
the Company for such services. The Dealer Managers are currently co-underwriting
the Company's Debt Offering.The Depositary and Information Agent will receive
reasonable and customary compensation for their services in connection with the
Offer and will also be reimbursed for reasonable out-of-pocket expenses,
including attorneys' fees. The Company has agreed to indemnify the Depositary,
Information Agent and Dealer Managers against certain liabilities in connection
with the Offer, including certain liabilities under the Federal securities laws.
Neither the Depositary nor the Information Agent has been retained to make
solicitations, and none of the Depositary, Information Agent or Dealer Managers
have been retained to make recommendations, in their respective roles as
Depositary, Information Agent and Dealer Managers.
The Company will pay (or cause to be paid) any stock transfer taxes on its
purchase of Warrants, except as otherwise provided in Instruction 3 of the
Letter of Transmittal.
Assuming all outstanding Warrants are tendered pursuant to the Offer, it is
estimated that the expenses incurred by the Company in connection with the Offer
will be approximately as set forth below. The Company will be responsible for
paying all such expenses.
Dealer Managers' fees and
expenses(1) .........................$350,000
Printing and mailing fees ........... 75,000
Filing fees ......................... 7,000
Legal, accounting and miscellaneous 100,000
----------
Total .............................$432,000
==========
-----------
(1) Assumes all Warrants outstanding are tendered and purchased pursuant to
this offer.
SECTION 15. MISCELLANEOUS
The Offer is not being made to, nor will the Company accept tenders from,
owners of Warrants in any jurisdiction in which the Offer or its acceptance
would not be in compliance with the laws of such jurisdiction. The Company is
not aware of any jurisdiction where the making of the Offer or the tender of
Warrants would not be in compliance with applicable law. If the Company becomes
aware of any jurisdictions where the making of the Offer or the tender of
Warrants is not in compliance with any applicable law, the Company will make a
good faith effort to comply with such law. If, after such good faith effort, the
Company cannot comply with such law, the Offer will not be made to (nor will
tenders be accepted from or on behalf of) the holders of Warrants residing in
such jurisdiction. In any jurisdiction in which the securities, blue sky or
other laws require the Offer to be made by a licensed broker or dealer, the
Offer will be deemed to be made on the Company's behalf by one or more
registered brokers or dealers licensed under the laws of such jurisdiction.
The Company will provide without charge to each person to whom a copy of this
Offer to Purchase is delivered, on written or oral request of such person, a
copy of any or all documents which are incorporated herein by reference (not
including the exhibits to such documents, unless such exhibits are specifically
incorporated by reference in the document which this Offer to Purchase
incorporates). Requests should be directed to Mr. Richard Johnson, Assistant
Treasurer, at the Company's principal executive offices located at 7400 North
Oracle Road, Suite 200, Tucson, Arizona 85704, telephone number (520) 575-5600.
MAGMA COPPER COMPANY
May 16, 1995
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth the name and current principal occupation or
employment of the directors and executive officers of the Company. The business
address of each of these individuals is c/o Magma Copper Company, 7400 North
Oracle Road, Suite 200, Tucson, Arizona 85704. Unless otherwise indicated, all
occupations, offices or positions of employment listed below any individual's
name were held by such individual during the course of the last five years.
Unless otherwise indicated, each individual listed below is a citizen of the
United States.
CLASS II DIRECTORS--TERMS EXPIRING IN 1995
J. BURGESS WINTER has been President, Chief Executive Officer, and a director
of the Company since August 1988. From 1983 to 1988, Mr. Winter served as Senior
Vice President of Operations of BP Minerals America (previously Kennecott
Minerals Company), a mining company, and from 1976 to 1983 he was General
Manager and Vice President of Inspiration Consolidated Copper Company's Arizona
operations. Mr. Winter has also served as a director of Tucson Electric Power
Company since 1992.
JUDD R. COOL has been a director of the Company since February 1989, and Vice
President, Human Resources, of Inland Steel Industries, a steel producer, since
September 1987. From 1983 to 1987, he served as Senior Vice President, Human
Resources and External Affairs, at BP Minerals America (previously Kennecott
Minerals Company). From 1979 to 1983, he was Vice President, Human Resources, at
BP Minerals America.
SIMON D. STRAUSS has been a director of the Company since February 1989, has
been self- employed as an author and a consultant to the mining industry since
1980. Mr. Strauss also serves on the Board of Governors of the National Mining
Hall of Fame and Museum, and is an active member of the Council on Foreign
Relations of New York, New York. Mr. Strauss retired in 1979 from ASARCO
Incorporated, a primary copper producer, as its Vice Chairman, and retired from
the ASARCO board in 1981.
JOHN R. KENNEDY has been a director of the Company since June 1989 and has
been the President and Chief Executive Officer of Federal Paper Board Company,
Inc., a paper products company, since 1975. Mr. Kennedy serves as a director of
American Maize Products De Vlieg-Bullard, Inc., First Fidelity Bancorporation,
and the American Forest and Paper Association.
CLASS III DIRECTORS--TERMS TO EXPIRE IN 1996
CHRISTOPHER W. BRODY has been a director of the Company since December 1988,
and has been Managing Director of E.M. Warburg, Pincus & Co., Inc., which
provides specialized financial advisory and investment counselling services. Mr.
Brody is a director of Allstar Inns, Inc., which owns a chain of motels, and
Intuit, Inc., a leading publisher of personal finance, small business
accounting, and tax preparation software for personal computers, and several
privately held companies.
JOHN W. GOTH has been a director of the Company since March 1987, and has
been an independent consultant since 1985. From 1982 to 1985, he was Senior
Executive Vice President of AMAX, Inc., a natural resource and natural gas
producer, and was responsible for supervising the metals business of AMAX, Inc.
Mr. Goth is a director of U.S. Gold Corporation and of Royal Gold, Inc., each a
gold mining company. Mr. Goth also serves as Director of Development of Mineral
Information Institute, Inc., as Executive Director of Denver Gold Group, and as
director of both the Colorado Mining Association and the Colorado Mining
Education Foundation.
HENRY B. SARGENT has been a director of the Company since March 1987, and has
been Executive Vice President and Chief Financial Officer of Pinnacle West
Capital Corporation, the parent holding company of Arizona Public Service
Company, an electric utility company, since 1985. From 1976 to 1986, he was
Executive Vice President and Chief Financial Officer of Arizona Public Service
Company. Mr. Sargent currently serves as a director of both Pinnacle West
Capital Corporation and Arizona Public Service Company.
CLASS I DIRECTORS--TERMS EXPIRING IN 1997
DONALD J. DONAHUE has been Chairman of the Board of Directors of the Company
since January 1987, and was interim Chief Executive Officer of the Company from
April 1988 to August 1988. Mr. Donahue was Chairman of the Board and Chief
Executive Officer of KMI Continental, Inc. ("KMI"), a natural resource
conglomerate, from 1984 to 1985, and Vice Chairman and Chief Operating Officer
of KMI's predecessor company from 1975 to 1984. Mr. Donahue is a member of the
Board of Directors of Northeast Utilities, GEV Corporation, successor to
Finevest Foods, Inc., a producer and marketer of frozen foods, Signet Star
Holding Co., a casualty reinsurer, and several Counsellors Funds, whose
investment manager is an affiliate of E.M. Warburg, Pincus & Co., Inc. From
September 1990 until August 1993, Mr. Donahue served as chairman of NAC Holding
Corporation, a holding company for the North American Company For Life And
Health Insurance (NACOLAH), headquartered in Chicago, Illinois.
THOMAS W. ROLLINS has been a director of the Company since March 1987. Mr.
Rollins is Chief Executive Officer of Rollins Resources, a natural gas and oil
consulting firm. From March 1991 until its merger in October 1992, Mr. Rollins
was President and Chief Executive Officer of Park Avenue Exploration Corp., a
subsidiary of USF&G Corporation. Mr. Rollins served as President and Chief
Executive Officer of Felmont Oil Company, a subsidiary of Homestake Mining
Company, from April 1989 until its sale in December 1989, and as a director and
Senior Vice President of Pogo Producing Co., an oil and natural gas company,
from 1985 to 1989. From 1981 to 1985, he was President and Chief Executive
Officer of Continental Resources Company, a natural gas and oil company, and
Executive Vice President of Continental Group, Inc., a diversified holding
company. Mr. Rollins also serves as a director of the Teaching Company and The
Nature Conservancy of Texas.
H. WILSON SUNDT has been a director of the Company since March 1987, and has
served as Chairman of the Board and Chief Executive Officer of Sundt Corp., a
construction company, since July 1983. Mr. Sundt is also a director of Tucson
Electric Power Company.
JOHN L. VOGELSTEIN has been a director of the Company since December 1988.
Since 1982 he has been Vice Chairman of the Board of Directors, and, since 1994,
President, of E.M. Warburg, Pincus & Co., Inc., which provides specialized
financial advisory and counselling services, and certain of its affiliates.
Prior thereto, he was an officer and a director of E.M. Warburg, Pincus & Co.,
Inc. and certain of its affiliates for more than five years. Mr. Vogelstein is
currently a director of Value Health, Inc., a provider of specialty managed-card
programs, Mattel, Inc., a toy manufacturer, ADVO Inc., a direct mail marketing
concern, AEGIS Group plc., a European media buying company, LCI International, a
provider of long-distance telecommunication services, and several privately held
companies.
EXECUTIVE OFFICERS
ANDREW A. BRODKEY was elected Vice President in November 1992 and has been
Secretary and General Counsel to the Company since August 1989. From 1987 until
August 1989, Mr. Brodkey served as the Company's Senior Counsel and Assistant
Secretary. From 1982 to 1987, Mr. Brodkey was associated with the Denver,
Colorado law firm of Gorsuch, Kirgis, Campbell, Walker and Grover.
K. LEE BROWNE was elected Vice President in November 1992 and has been
President and General Manager of Magma Tintaya, S.A., the Company's operating
subsidiary in Peru, since January 1995. He was General Manager of the Pinto
Valley Mining Division from November 1991 to November 1994. From 1973 until
1991, Mr. Browne held various positions in operations at several Company
locations, including General Mill Foreman, Mill Superintendent, Assistant
Refinery Superintendent, Vice President and General Manager of MCR Products, and
Manager of Rod Plant and Refinery, as well as positions in the Marketing and
Sales Division of the Company.
MARSHALL H. CAMPBELL has been Vice President, Human Resources, of the Company
since August 1989. Mr. Campbell was Manager of Employee Relations for the
Company from 1985 to 1989. From 1973 to 1985, Mr. Campbell was Director of
Industrial Relations for Pennzoil's Duval Corporation, a copper mining company,
in Tucson, Arizona. From 1965 to 1972, he performed a variety of human resource
assignments with Shell Oil Company.
JOHN F. CHAMPAGNE has been Vice President of the Company since November 1988
and President of Magma Metals Company, a wholly owned subsidiary of the Company,
since December 1991. Additionally, Mr. Champagne serves on the Trade Promotion
Coordination Committee for the United States Secretary of Commerce. From August
1986 to November 1988, he served as President of Cargill Metals, the metals
trading division of Cargill, Inc., a diversified commodities firm in
Minneapolis. From July 1974 to August 1986, Mr. Champagne held various
management and trading positions with Cargill, Inc., and its subsidiaries.
FRANCISCO E. DURAZO was elected Vice President of the Company in November
1992 and has been General Manager of the San Manuel Mining Division since July
1991. Since 1975, he has held various operations management positions at the
Company's San Manuel Mining Division, including General Mine Foreman, Mine
Superintendent, and Manager of Sulfide Mining Operations.
BRADFORD A. MILLS has served as the Company's Vice President, Planning and
Business Development, since August 1989. From 1987 to July 1989, Mr. Mills was
the Director of Corporate Development for Echo Bay Management Company, a mining
company headquartered in Denver, Colorado. From 1985 to 1987, Mr. Mills was the
United States Exploration Manager for Echo Bay Exploration, Inc., and from 1983
to 1985, Mr. Mills served as the Chief Mine Geologist with the Copper Range
Company.
DOUGLAS J. PURDOM has been Vice President and Chief Financial Officer of the
Company since January 1992. From 1989 through 1991, he served as the Company's
Corporate Controller. Prior to joining the Company, Mr. Purdom was with the
accounting and consulting firm of Arthur Andersen & Co.
HARRY C. SMITH has been a Vice President the Company since December 1991 and
President of Magma Nevada Mining Company, a wholly owned subsidiary of the
Company, since November 1991. Since 1973, Mr. Smith has been employed by the
Company in various capacities at its San Manuel Mining Division including
positions as General Mine Foreman, Mine Superintendent, Manager of Sulfide
Mining, Operational Manager of Sulfide and Oxide Mining, and General Manager.
The biography of J. Burgess Winter, President and Chief Executive Officer of
the Company, is set forth above under "Class II Directors--Terms Expiring in
1995."
Facsimile copies of the Letter of Transmittal, properly completed and duly
executed, will be accepted. The Letter of Transmittal, Warrants and any other
required documents should be sent or delivered by each warrantholder of the
Company or such warrantholder's broker, dealer, commercial bank or trust company
to the Depositary at one of its addresses set forth below.
The Depositary for the Offer is:
IBJ Schroder
Bank & Trust Company
BY HAND OR OVERNIGHT BY FACSIMILE BY MAIL:
DELIVERY: TRANSMISSION:
IBJ Schroder (212) 858-2611 IBJ Schroder
Bank & Trust Company Bank & Trust Company
One State Street Plaza P. O. Box 84
New York, New York 10004 Bowling Green Station
Attention: Securities New York, New York 10274-0084
Processing Window Attention: Reorganization
Subcellar One Operations Department
For information call:
(212) 858-2103
Any questions or requests assistance or for additional copies of this Offer
to Purchase or the Letter of Transmittal may be directed to the Information
Agent or Dealer Managers. Warrantholders may also contact their broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
Offer.
The Information Agent for the Offer is:
D. F. KING & CO., INC.
77 Water Street
New York, New York 10005
(800) 290-6427
The Dealer Managers for the Offer are:
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
EX-99.(A)(2)
3
LETTER OF TRANSMITTAL
EXHIBIT 99.(A)(2)
LETTER OF TRANSMITTAL
TO PURCHASE
ANY AND ALL LISTED COMMON STOCK WARRANTS
$8.50 EXERCISE PRICE
OF
MAGMA COPPER COMPANY
AT $8.25 PER COMMON STOCK WARRANT
PURSUANT TO ITS OFFER TO PURCHASE
DATED MAY 16, 1995
THE TENDER OFFER WILL EXPIRE AT
12:00 MIDNIGHT, EASTERN TIME, ON
JUNE 14, 1995, UNLESS EXTENDED.
-----------------------
TENDERS OF WARRANTS MAY BE WITHDRAWN AT ANY TIME PRIOR
TO 12:00 MIDNIGHT, EASTERN TIME, ON JUNE 14, 1995,
UNLESS EXTENDED BY THE COMPANY (THE "EXPIRATION DATE")
-----------------------
TO: IBJ SCHRODER BANK & TRUST COMPANY
BY HAND
OR OVERNIGHT COURIER: BY FACSIMILE BY MAIL:
IBJ Schroder TRANSMISSION: IBJ Schroder
Bank & Trust Company (212) 858-2611 Bank & Trust Company
One State Street Plaza P. O. Box 84
New York, New York 10004 Bowling Green Station
Attention: Securities New York, New York 10274-0084
Processing Window Attention: Reorganization
Subcellar One Operations Department
For information call:
(212) 858-2103
Delivery of this instrument to an address or transmission of instructions via
a facsimile number other than as set forth above will not constitute a valid
delivery.
The undersigned acknowledges receipt of the Offer to Purchase dated May 16,
1995 (the "Offer to Purchase") of Magma Copper Company, a Delaware corporation
(the "Company"), and this Letter of Transmittal (which together constitute the
"Offer") to purchase any and all of its Common Stock Warrants, $8.50 Exercise
Price (the "Warrants"), listed on the New York Stock Exchange, at $8.25 per
Warrant in cash. Each Warrant entitles the holder thereof to purchase one share
of Common Stock, $.01 par value per share, of the Company at the exercise price
of $8.50 per share. THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE
OFFER.
This Letter of Transmittal is to be used (i) if Warrant certificates are to
be physically delivered to IBJ Schroder Bank & Trust Company, as Depositary for
the Offer (the "Depositary"), herewith or (ii) if tenders are to be made
according to the guaranteed delivery procedures set forth in the Offer to
Purchase under "Section 5. Procedures for Tendering of Warrants--Guaranteed
Delivery." Capitalized terms used herein and not otherwise defined shall have
the respective meanings assigned to them in the Offer to Purchase.
Warrantholders must complete the table in Box one and sign in Box two to
tender Warrants for purchase. Warrantholders who wish to tender their Warrants
must, at a minimum, complete columns (1) through (3) in the table in Box one and
complete and sign in Box two. If only those columns are completed, the
warrantholder will be deemed to have tendered for purchase with respect to all
Warrants listed in the table in Box one. If a warrantholder wishes to tender
less than all of such Warrants, column (4) in Box one must be completed in full.
NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Holders of Warrants who wish to tender their Warrants and whose Warrants are not
immediately available, or who cannot deliver their Warrants and any other
documents required hereby prior to 12:00 midnight, Eastern Time, on the
Expiration Date (as defined in Section 4 of the Offer to Purchase) or who cannot
complete the procedure for delivery by book-entry transfer on a timely basis and
must tender their Warrants according to the guaranteed delivery procedures set
forth in the Offer to Purchase under "Section 5. Procedures for Tendering of
Warrrants--Guaranteed Delivery."
[ ] CHECK HERE IF TENDERED WARRANT CERTIFICATES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED WARRANT CERTIFICATES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY
TRANSFER FACILITIES AND COMPLETE THE FOLLOWING:
Name of Tendering Institution
---------------------------------------------------------------------------
Check Box of Applicable Book-Entry Transfer Facility:
(check one)
[ ] DTC [ ] MSTC [ ] PDTC
Account Number Transaction Code Number
---------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED WARRANT CERTIFICATES ARE BEING TENDERED PURSUANT TO
A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s)
---------------------------------------------------------------------------
Window Ticket No. (if any)
---------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery
---------------------------------------------------------------------------
Name of Institution which Guaranteed Delivery
---------------------------------------------------------------------------
BOX ONE
DESCRIPTION OF WARRANTS TENDERED
--------------------------------------------------------------------------------
(1) (2) (3) (4)
--------------------------------------------------------------------------------
Number of
Name(s) and Address of Registered Certificate Aggregate Warrants
Holder(s) (see note below)* Number(s) (Attach Number of Tendered for
(Please fill in, if blank) list if necessary)** Warrants** Purchase***
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------------------------------------------
------------------------------------------
------------------------------------------
------------------------------------------
------------------------------------------
------------------------------------------
------------------------------------------
------------------------------------------
------------------------------------------
------------------------------------------
------------------------------------------
------------------------------------------
Total:
------------------------------------------
* Any beneficial holder whose Warrants are registered in the name of his
broker, dealer, commercial bank, trust company or other nominee and who
wishes to tender Warrants should contact such registered holder promptly and
instruct such registered holder to tender the Warrants on his behalf. If
such beneficial holder wishes to tender Warrants on his own behalf, such
beneficial holder must, prior to completing and executing this Letter of
Transmittal and delivering such holder's Warrant certificates, either make
appropriate arrangements to register ownership of the Warrants in such
holder's name or obtain a properly completed power from the registered
holder. The transfer of record ownership of the Warrants may take
considerable time and, depending on when such transfer is requested, may not
be accomplished prior to the Expiration Date.
** Need not be completed by Warrantholders delivering Warrants by book-entry.
*** Unless otherwise indicated, it will be assumed that all Warrants
evidenced by each Warrant delivered to the Depositary are being tendered
hereby.
--------------------------------------------------------------------------------
Ladies and Gentlemen:
In accordance with the terms and subject to the conditions set forth in the
Offer to Purchase, the undersigned hereby tenders to the Company the
above-described number of Warrants.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, exchange, assign and transfer the Warrants
tendered hereby, and that when the same are accepted for purchase by the
Company, the Company will acquire good and unencumbered title thereto, free and
clear of all liens, restrictions, charges and encumbrances and such Warrants
shall not be subject to any adverse claims. The undersigned will, upon request,
execute and deliver any additional documents deemed by the Company to be
necessary or desirable to complete the purchase of the Warrants tendered hereby.
SPECIAL ISSUANCE INSTRUCTIONS
To be completed ONLY if the check for the purchase price of the Warrants
purchased or Warrant certificates evidencing Warrants (if any) not tendered or
not accepted for purchase are to be issued in the name of someone other than the
person whose signature appears on the face of the Warrants, or if Warrants
tendered hereby and delivered by book-entry transfer which are not purchased are
returned by credit to an account of one of the Book-Entry Transfer Facilities
other than that designated above.
Issue and Mail:
(check appropriate box(es)):
[ ] Check
[ ] Warrants to:
Name(s)
---------------------------------------------------------------------
(Please Print)
Address
---------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
(Include Zip Code)
(COMPLETE SUBSTITUTE FORM W-9)
-----------------------------------------------------------------------------
(Tax Identification or Social Security No.)
[ ] Credit Warrants delivered by book-entry transfer and not purchased to the
account set forth below:
Check appropriate box:
[ ] DTC [ ] MSTC [ ] PDTC
Account Number:
--------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if the check for the purchase price of the Warrants
purchased or Warrant certificates evidencing Warrants (if any) not tendered or
not accepted for purchase are to be mailed to someone other than the person
whose signature appears on the face of the Warrants or to such persons at an
address other than that shown in the box entitled "Description of Warrants."
Issue and Mail:
(check appropriate box(es)):
[ ] Check
[ ] Warrants to:
Name(s)
---------------------------------------------------------------------
(Please Print)
Address
---------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
(Include Zip Code)
(COMPLETE SUBSTITUTE FORM W-9)
-----------------------------------------------------------------------------
(Tax Identification or Social Security No.)
WARRANTHOLDERS SIGN HERE
BOX TWO
A HOLDER WHO WISHES TO TENDER WARRANTS
IN THE TENDER OFFER MUST SIGN WHETHER OR NOT SUCH WARRANT
CERTIFICATES ARE BEING PHYSICALLY TENDERED HEREBY
(See instructions to Section 5 of Offer to Purchase)
--------------------------------- ---------------------------------
Signature of Registered Holder or Signature of Registered Holder or
Authorized Signatory Authorized Signatory (If more than one)
-------------------------------- ---------------------------------
Type or Print Name Type or Print Name
Dated: , 1995 Dated: , 1995
-------------------------- -----------------------------
-----------------------------------------------------------------------------
Tax Identification or Social Security No(s).
------------------------------
Must be signed by registered holder(s) exactly as name(s) appear(s) on
certificate(s) for Warrants or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation, agent or other person
acting in a fiduciary or representative capacity, please provide the following
information and see Instruction 2.
Name Address
-------------------------------- ---------------------------------
-------------------------------- ---------------------------------
Please Print Include Zip Code
Area Code and Tel. No.
--------------------------------
-----------------------------------------------------------------------------
Capacity (Full title):
------------------------------------------------------
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED)
(SEE INSTRUCTIONS IN SECTION 5 OF OFFER TO PURCHASE)
Name of Firm:
---------------------------------------------------------------
Authorized Signature:
-------------------------------------------------------
Title:
----------------------------------------------------------------------
Dated: , 1994
-----------------------------------------------------------------
(Please complete Substitute Form W-9
on the last page of this Letter of Transmittal)
INSTRUCTIONS
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES FOR WARRANTS. This
Letter of Transmittal is to be used (i) if certificates for Warrants are to be
physically delivered to the Depositary herewith, or (ii) if tenders are to be
made according to the guaranteed delivery procedures set forth in the Offer to
Purchase.
2. SIGNATURES ON THIS LETTER OF TRANSMITTAL; POWERS AND ENDORSEMENTS. The
signature(s) of the registered holder(s) on this Letter of Transmittal in Box
two must correspond with the name(s) as written on the face of the Warrants
without alteration, enlargement or any change whatsoever.
(a) If any of the Warrants are held of record by two or more persons, all
such persons must sign this Letter of Transmittal.
(b) If any of the Warrants are registered in different names, it will be
necessary to complete, sign and submit as many separate Letters of
Transmittal and any necessary accompanying documents as there are different
registrations.
(c) If this Letter of Transmittal is signed by the registered holder(s) of
the Warrants, no endorsements of Warrants or separate powers are required,
unless certificates for Warrants not tendered are to be issued in the name
of, or delivered to, any person other than the registered holder(s).
Signatures on any such Warrants or powers must be guaranteed by an Eligible
Institution (unless signed by an Eligible Institution).
(d) If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Warrants, such Warrants must be endorsed or
accompanied by appropriate powers, and in either case, signed exactly as the
name(s) of the registered holder(s) appear(s) on such Warrants. Signatures on
any such Warrants or powers must be guaranteed by an Eligible Institution
(unless signed by an Eligible Institution).
(e) If this Letter of Transmittal or any certificates or powers are signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of
a corporation, or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and unless waived by
the Company, proper evidence satisfactory to the Company of the authority of
such person to so act must be submitted with this Letter of Transmittal.
3. TRANSFER TAXES. The Company will pay or cause to be paid all transfer
taxes, if any, with respect to the tender of any Warrants to it pursuant to the
Offer. If, however, (i) payment of the purchase price for the Warrants is to be
made to, or certificates for any Warrants not tendered or accepted for purchase
are to be issued in the name of, or delivered to, any person other than the
registered holder(s), (ii) tendered Warrants are registered in the name of any
person other than the person signing the Letter of Transmittal, or (iii) a
transfer tax is imposed for any reason other than the transfer or sale of the
Warrants to the Company pursuant to the Offer, the amount of any transfer taxes
(whether imposed on the registered holder(s) or such other person) will be
payable by the tendering holder(s). Unless satisfactory evidence of the payment
of such taxes, or exemption therefrom, is submitted herewith, the amount of such
transfer taxes will be deducted from the purchase price payable to the tendering
holder(s). EXCEPT AS PROVIDED IN THIS INSTRUCTION 3, IT WILL NOT BE NECESSARY
FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE WARRANT CERTIFICATES LISTED IN THIS
LETTER OF TRANSMITTAL.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If certificates for any
Warrants not tendered are to be issued or delivered in the name of a person
other than the person(s) signing this Letter of Transmittal, the appropriate
boxes on this Letter of Transmittal should be completed.
5. SUBSTITUTE FORM W-9. Under Federal income tax laws, each tendering holder
must provide the Company with such holder's correct taxpayer identification
number by completing the Substitute Form W-9 set forth below. If the Company is
not provided with the correct taxpayer identification number, the holder may be
subject to a $50 penalty imposed by the Internal Revenue Service, as well as
"backup withholding" as described below. Certain holders (including, among
others, all corporations and certain foreign individuals) are not subject to
these backup withholding and reporting requirements. For further information
concerning backup withholding and instructions for completing the Substitute
Form W-9 (including how to obtain a taxpayer identification number if you do not
have one and how to complete the Substitute Form W-9 if Warrants are held in
more than one name), consult the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9."
Failure to complete the Substitute Form W-9 will not, by itself, cause the
Warrants to be deemed to be invalidly tendered, but may require the Company, in
certain circumstances, to withhold 31% of the amount of any payments made
pursuant to the Offer to Purchase. Backup withholding is not an additional
Federal income tax. Rather, the Federal income tax liability of a person subject
to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.
6. INADEQUATE SPACE. If the space provided herein is inadequate, the
Warrant certificate numbers and/or the number of Warrants and any other required
information should be listed on a separate schedule attached hereto and
separately signed on each page thereof in the same manner as this Letter of
Transmittal is signed.
7. PARTIAL TENDERS (NOT APPLICABLE TO WARRANTHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If fewer than all the Warrants evidenced by any certificate submitted
are to be tendered, fill in the number of Warrants which are to be tendered in
the box entitled "Number of Warrants Tendered." In such case, new certificate(s)
for the remainder of the Warrants that were evidenced by your old certificate(s)
will be sent to you, unless otherwise provided in the appropriate box marked
"Special Payment Instructions" and/or "Special Delivery Instructions" on this
Letter of Transmittal, as soon as practicable after the Expiration Date. All
Warrants represented by certificates delivered to the Depositary will be deemed
to have been tendered unless otherwise indicated.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance may
be directed to the Information Agent at its addresses set forth below. Requests
for additional copies of the Offer to Purchase and this Letter of Transmittal
may be directed to the Information Agent or to brokers, dealers, commercial
banks or trust companies.
PAYEE'S NAME
ENTER NAME(S) AS SHOWN ON APPLICABLE ACCOUNT (IF JOINT ACCOUNT, LIST FIRST AND
CIRCLE THE NAME OF THE PERSON OR ENTITY WHOSE NUMBER YOU ENTER BELOW).
-----------------------------------------------------------------------------
ADDRESS (NUMBER, STREET, AND APT. OR SUITE NO.)
(CITY, STATE AND ZIP CODE)
-----------------------------------------------------------------------------
SUBSTITUTE PART I
Form W-9
Department of the Treasury Enter your taxpayer identification
Internal Revenue Service number below. For most individuals, this
is your Social Security Number. For
PAYER'S REQUEST FOR other account holders, the taxpayer
TAXPAYER IDENTIFICATION NUMBER identification number is your Employer
TAXPAYER IDENTIFICATION NO. Identification Number. If you do not
--FOR ALL ACCOUNTS have a number, see How to Obtain a
Taxpayer Identification Number in the
AFTER COMPLETING THE enclosed guidelines.
FORM, RETURN TO THE
DEPOSITARY
Note: If the account is in more than one
name, see the chart on page 1 of the
enclosed Guidelines on which number to
give the Depositary. Social Security
Number or Employer Identification
Number:
SOCIAL SECURITY NUMBER
| | | | | | | | | |
OR
EMPLOYER IDENTIFICATION NUMBER
| | | | | | | | | |
-------------------------------------
PART II
If you are exempt from backup
withholding, enter the word "Exempt"
below. To determine whether you are
exempt, see page 2 of the enclosed
guidelines.
-------------------------------------
PART III
CERTIFICATION - UNDER PENALTIES OF
PERJURY, I CERTIFY THAT:
(1) The number shown on this form is my
correct Taxpayer Identification Number
(or I am waiting for a number to be
issued to me),
(2) I am not subject to backup
withholding either because (a) I am
exempt from backup withholding, (b) I
have not been notified by the Internal
Revenue Service ("IRS") that I am
subject to backup withholding as a
result of a failure to report all
interest or dividends, or (c) the IRS
has notified me that I am no longer
subject to backup withholding, and
(3) Any other information provided on
this form is true and correct.
CERTIFICATION INSTRUCTIONS--You must
crossout item (2) above if you have been
notified by the IRS that you are subject
to backup withholding because of
underreporting interest or dividends on
your tax return. However, if after being
notified by the IRS that you were
subject to backup withholding you
received another notification from the
IRS that you are no longer subject to
backup withholding, do not cross out
item (2). (Also see Certification under
Specific Instruction in the enclosed
Guidelines.)
---------------------------------------
SIGNATURE
---------------------------------------
DATE
EX-99.(A)(3)
4
NOTICE OF GUARANTEED DELIVERY
EXHIBIT 99.(A)(3)
MAGMA COPPER COMPANY
OFFER TO PURCHASE
ANY AND ALL LISTED COMMON STOCK WARRANTS
$8.50 EXERCISE PRICE
AT $8.25 PER COMMON STOCK WARRANT
THE TENDER OFFER WILL EXPIRE AT
12:00 MIDNIGHT, EASTERN TIME, ON
JUNE 14, 1995, UNLESS EXTENDED.
As set forth in the Offer to Purchase dated May 16, 1995 (the "Offer to
Purchase") under "Section 5. Procedure for Tendering Warrants--Guaranteed
Delivery," this form or one substantially equivalent hereto must be used to
accept the Offer (as defined below) of Magma Copper Company, a Delaware
corporation (the "Company"), if certificates for the Common Stock Warrants,
$8.50 Exercise Price (the "Warrants") listed on the New York Stock Exchange, are
not immediately available (or the procedures for book-entry transfer cannot be
completed on a timely basis) or the warrantholders cannot deliver their
Warrants, Letter of Transmittal and other required documents to the Depositary
(as defined in the Offer to Purchase) on or prior to 12:00 midnight Eastern
Time, on the Expiration Date (as defined in the Offer to Purchase). Such form
may be delivered by hand or transmitted by facsimile transmission or mail to the
Depositary prior to 12:00 midnight Eastern Time, on the Expiration Date.
TO: IBJ SCHRODER BANK & TRUST COMPANY
BY HAND
OR OVERNIGHT COURIER: BY FACSIMILE: BY MAIL:
IBJ Schroder (212) 858-2611
Bank & Trust Company IBJ Schroder
One State Street Plaza Bank & Trust Company
New York, New York 10004 P. O. Box 84
Attention: Securities Bowling Green Station
Processing Window New York, New York 10274-0084
Subcellar One Attention: Reorganization
Operations Department
For information call:
(212) 858-2103
Delivery of this instrument to an address or transmission of instruction via
a facsimile number other than as set forth above will not constitute a valid
delivery.
This form is not to be used to guarantee signatures. The Eligible Institution
(as defined in the Offer to Purchase) that completes this form must communicate
the guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for the Warrants to the Depositary within the time period shown
herein. Failure to do so could result in a financial loss to such Eligible
Institution.
The undersigned hereby tenders to the Company, upon the terms and conditions set
forth in the Offer to Purchase and related Letter of Transmittal (which together
constitute the "Offer"), receipt of which is hereby acknowledged,
Warrants pursuant to the Guaranteed Delivery procedure described in the Offer to
Purchase.
(PLEASE TYPE OR PRINT ALL INFORMATION BELOW)
===============================================================================
Signature(s):
---------------------------------------------------------------
-----------------------------------------------------------------------------
Name(s) of Record Holder(s):
-------------------------------------------------
-----------------------------------------------------------------------------
Address(es):
----------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Zip Code
Area Code and Tel. No(s):
---------------------------------------------------
-----------------------------------------------------------------------------
Dated:
----------------------------------------------------------------------
==============================================================================
=======================================================================
Warrant Certificate No(s) (if available):
----------------------------------------------------------------------
----------------------------------------------------------------------
Total Number of Warrants Represented by
Certificate(s):
----------------------------------------------------------------------
Name of Tendering Institution:
----------------------------------------------------------------------
Account Number:
----------------------------------------------------------------------
=======================================================================
==============================================================================
GUARANTEE
(DO NOT USE FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities exchange
or a member of the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office in the Untied States, hereby
guarantees (a) that the above named person(s) "own(s)" the warrants tendered
hereby within the meaning of Rule 14e-4 under the Securities Exchange Act of
1934, as amended and (b) that delivery to the Company of certificates
representing the Warrants tendered hereby, together with a properly completed
and duly executed Letter of Transmittal (or manually signed facsimile thereof
properly completed and duly executed) and any other required documents will be
received by the Depositary no later than five (5) New York Stock Exchange
trading days after the date of execution of this Notice of Guaranteed Delivery.
-----------------------------------------------------------------------------
Name of Firm
-----------------------------------------------------------------------------
Address
-----------------------------------------------------------------------------
Zip Code
Area Code & Tel. No.
--------------------------------------------------------
-----------------------------------------------------------------------------
------------------------------------------------------------------------------
Authorized Signature
-----------------------------------------------------------------------------
Title
-----------------------------------------------------------------------------
Name: Please Type or Print
Dated: , 1995
---------------------------------------------------------------
NOTE: DO NOT SEND WARRANT CERTIFICATES WITH THIS FORM.
CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL.
==============================================================================
EX-99.(A)(6)
5
LETTER TO WARRANTHOLDERS
EXHIBIT 99.(A)(6)
MAGMA COPPER COMPANY
7400 NORTH ORACLE ROAD, SUITE 200
TUCSON, ARIZONA 85704
May 16, 1995
To Our Warrantholders:
We are offering to you, our warrantholders, the opportunity to tender your
Common Stock Warrants, $8.50 Exercise Price (the "Warrants"), to the Company for
$8.25 per Warrant in cash, as more particularly described in the Offer to
Purchase and Letter of Transmittal (which together constitute the "Offer")
included in the accompanying materials. On May 12, 1995, the closing sales price
of a Warrant on the New York Stock Exchange Composite Tape was $7.00. The Offer
represents a 17% premium over this price.
If you wish to accept this Offer, you must follow the procedures for such
tender described in the Offer to Purchase under the heading "Section 5.
Procedure for Tendering Warrants." All required documentation described in such
Section 5 must be received by the Depositary (as defined in the Offer to
Purchase), by 12:00 midnight, Eastern Time, on June 14, 1995, or such later
date, if any, to which the Company shall have extended the Offer in its sole
discretion. Holders who do not wish to accept this Offer may still exercise
their Warrants and acquire shares for $8.50 for each Warrant held prior to
November 30, 1995, the expiration date of the Warrants.
Additional information on the Offer is included in the accompanying
materials. If you have any questions on these materials, please call D.F. King &
Co., Inc., the Information Agent for the Offer, at (212) 269-5550.
We appreciate your consideration of this Offer.
Sincerely,
/s/ J. Burgess Winter
--------------------------------------
J. Burgess Winter
President and Chief Executive Officer
EX-99.(A)(8)
6
FORM OF SUMMARY ADVERTISEMENT
EXHIBIT 99.(A)(8)
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell. The Offer is made solely by the Offer to Purchase dated May 16,
1995 and the related Letter of Transmittal and is not being made to (nor will
tenders be accepted from or on behalf of) holders of Warrants residing in any
jurisdiction in which the making of the Offer or the acceptance thereof would
not be in compliance with the laws of such jurisdiction. In any jurisdiction the
securities laws of which require the Offer to be made by a licensed broker or
dealer, the Offer shall be deemed made on behalf of the Company by one or more
brokers or dealers licensed under the laws of such jurisdiction.
MAGMA COPPER COMPANY
NOTICE OF OFFER TO PURCHASE FOR CASH
BY
MAGMA COPPER COMPANY
OF
ANY AND ALL OF ITS
LISTED COMMON STOCK WARRANTS
$8.50 EXERCISE PRICE
AT
$8.25 PER COMMON STOCK WARRANT
Magma Copper Company, a Delaware corporation (the "Company"), is offering to
purchase any and all of its listed Common Stock Warrants, $8.50 Exercise Price
(the "Warrants"), listed on the New York Stock Exchange, at $8.25 per Warrant in
cash, upon the terms and conditions set forth in the Offer to Purchase dated May
16, 1995 (the "Offer to Purchase"), and in the related Letter of Transmittal
(which together constitute the "Offer"). Each Warrant entitles the holder
thereof to purchase one share of Common Stock, $.01 par value per share, of the
Company at $8.50 per share.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME,
ON JUNE 14, 1995, UNLESS THE OFFER IS EXTENDED.
THE COMPANY, ITS BOARD OF DIRECTORS AND ITS EXECUTIVE OFFICERS MAKE NO
RECOMMENDATION AS TO WHETHER ANY WARRANTHOLDER SHOULD TENDER ANY OR ALL OF SUCH
WARRANTHOLDER'S WARRANTS PURSUANT TO THE OFFER. EACH WARRANTHOLDER MUST MAKE ITS
OWN DECISION WHETHER TO TENDER WARRANTS AND, IF SO, HOW MANY WARRANTS TO TENDER.
The Company is making the Offer to eliminate the potential dilutive effect
that would occur if the Warrants are exercised by the holders thereof on or
before November 30, 1995, the date such Warrants expire. The Company also
believes the Offer is fair to holders of Warrants. The Offer will provide
warrantholders who are considering a sale of all or a portion of the Warrants
the opportunity to sell those Warrants for cash at a premium over the market
price prevailing prior to the announcement of the Offer and without the usual
transaction costs associated with open-market sales. See Section 1 of the Offer
to Purchase.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF WARRANTS BEING
TENDERED AND, EXCEPT AS SET FORTH IN SECTION 8 OF THE OFFER TO PURCHASE, MAY NOT
BE WITHDRAWN BY THE COMPANY. THE COMPANY HAS ALSO AGREED NOT TO DECREASE THE
PURCHASE PRICE FOR THE WARRANTS BEING SOUGHT, DECREASE THE NUMBER OF WARRANTS
SUBJECT TO THE OFFER OR CHANGE THE CONSIDERATION TO BE PAID THEREFOR FROM CASH
TO NON-CASH INSTRUMENTS.
Upon the terms and conditions of the Offer, the Company will accept for
payment (and thereby purchase) any and all Warrants as are properly tendered
(and not withdrawn) on or before 12:00 midnight, Eastern Time, on June 14, 1995,
or the latest time and date at which the Offer, if extended by the Company,
shall expire (the "Expiration Date"). The Company expressly reserves the right,
in its sole discretion, at any time or from time to time, to extend the period
of time during which the Offer is open by giving oral or written notice of such
extension to the Depositary and making a public announcement thereof. See
Sections 4, 5, 7 and 13 of the Offer to Purchase.
Subject to the provisions in Section 6 of the Offer to Purchase, Warrants
tendered pursuant to the Offer may be withdrawn at any time before the
Expiration Date and, unless theretofore accepted for payment by the Company, may
also be withdrawn after 12:00 midnight, Eastern Time, on July 13, 1995.
See Section 6 of the Offer to Purchase.
For a withdrawal to be effective, the Depositary must receive on a timely
basis (at one of its addresses set forth on the back cover of the Offer to
Purchase), by written, telegraphic or facsimile transmission, a notice of
withdrawal. Such notice of withdrawal must specify the name of the person having
tendered the Warrant to be withdrawn, the number of Warrants to be withdrawn and
the name of the registered owner, if different from that of the person who
tendered such Warrants. If the Warrants have been delivered or otherwise
identified to the Depositary, then, prior to the release of such Warrants, the
tendering warrantholder must also submit the serial numbers shown on the
particular Warrants and the signature on the notice of withdrawal must be
guaranteed by an Eligible Institution (as defined in Section 5 of the Offer to
Purchase) (except in the case of Warrants tendered by an Eligible Institution).
If Warrants have been delivered pursuant to the procedure for book-entry
transfer set forth in Section 5 of the Offer to Purchase, the notice of
withdrawal must specify the name and number of the account at the applicable
Book-Entry Transfer Facility (as defined in Section 5 of the Offer to Purchase)
to be credited with the withdrawn Warrants and otherwise comply with the
procedures of such facility. A withdrawal of a tender of Warrants may not be
rescinded, and any Warrants properly withdrawn will thereafter be deemed not
validly tendered for purposes of the Offer. Withdrawn Warrants may, however, be
retendered before the Expiration Date by again following the applicable
procedures described in Section 5 of the Offer to Purchase.
THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
OFFER. These documents are being mailed to recordholders of Warrants and will be
furnished to brokers, dealers, banks and similar persons whose nominees appear
on the Company's warrantholders list or, if applicable, who are listed as
participants in a clearing agency's security position listing for subsequent
transmittal to beneficial owners of Warrants.
The information required to be disclosed by Rule 13e-4(d)(1) of the General
Rules and Regulations under the Securities Exchange Act of 1934 is contained in
the Offer to Purchase and is incorporated herein by reference.
Any questions or requests for assistance may be directed to the Information
Agent and the Dealer Managers at the addresses and telephone numbers set forth
below. Requests for additional copies of the Offer to Purchase, Letter of
Transmittal or other tender offer materials may be directed to the Information
Agent and the Dealer Managers and such copies will be furnished at the Company's
expense. Warrantholders may also contact their broker, dealer, commercial bank
or trust company for assistance concerning the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
D.F. KING & CO., INC.
77 Water Street
20th Floor
New York, New York 10005
(212) 269-5550
Fax (212) 809-8839
Banks and Brokers Call Collect:
(212) 269-5550
All Others Call Toll Free:
(800) 290-6427
THE DEALER MANAGERS FOR THE OFFER ARE:
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
(212) 902-1000
May 16, 1995