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): August 10,
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
8.01. Other
Events.
Freeport-McMoRan
Copper & Gold Inc. issued a press release dated August 10, 2006, announcing
an offer to pay a cash premium of $90 plus accrued and unpaid interest up to
(but excluding) the conversion date for each $1,000 principal amount of its
7%
Convertible Senior Notes due 2011 that are converted into common stock on or
prior to the expiration date of 12:00 midnight, New York City time, September
7,
2006 (see
Exhibit 99.1).
Item
9.01. Financial
Statements and Exhibits.
(c)
Exhibit.
The
Exhibit included as part of this Current Report is 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:
August 10, 2006
Freeport-McMoRan
Copper & Gold Inc.
Exhibit
Index
Exhibit
Number
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Press
release dated August 10, 2006, titled “Freeport-McMoRan Copper & Gold
Inc. Commences Tender Offer for Early Conversion of its 7% Convertible
Senior Notes due 2011.”
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