UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported): April 18,
2006
FREEPORT-McMoRan
COPPER & GOLD INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-9916
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74-2480931
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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1615
Poydras Street
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New
Orleans, Louisiana
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70112
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (504) 582-4000
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
2.02. Results
of Operations and Financial Condition.
Freeport-McMoRan
Copper & Gold Inc. (FCX) issued a press release dated April 18, 2006,
announcing its first-quarter 2006 results (see exhibit 99.1) and presented
slides on its web site that accompanied its April 18, 2006, earnings conference
call (see exhibit 99.2).
Item
3.02. Unregistered
Sales of Equity Securities.
During
the first quarter of 2006, FCX privately negotiated transactions with holders
representing $11.0 million of its 7% Convertible Senior Notes due 2011 to induce
conversion into 0.4 million shares of FCX common stock, as described in the
press release dated April 18, 2006 (see Exhibit 99.1). These transactions are
in
reliance on the exemption from registration provided under Section 3(a)(9)
of
the Securities Act of 1933.
Item
9.01. Financial
Statements and Exhibits.
(c)
Exhibits.
The
Exhibits included as part of this Current Report are listed in the attached
Exhibit Index.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
FREEPORT-McMoRan
COPPER & GOLD INC.
By:
\s\
C. Donald Whitmire, Jr.
----------------------------------------
C.
Donald
Whitmire, Jr.
Vice
President and Controller -
Financial
Reporting
(authorized
signatory and
Principal
Accounting Officer)
Date:
April 18, 2006
Freeport-McMoRan
Copper & Gold Inc.
Exhibit
Index
Exhibit
Number
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Press
release dated April 18, 2006, titled “Freeport-McMoRan Copper & Gold
Inc. Reports First-Quarter
2006 Results.”
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Slides
presented in conjunction with April 18, 2006, FCX first-quarter 2006
earnings conference call conducted via the internet.
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