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 1,
2007
FREEPORT-McMoRan
COPPER & GOLD INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
1-9916
|
74-2480931
|
||
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification Number)
|
|
One
North Central Avenue
|
|
|
Phoenix,
Arizona
|
85004-4414
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (602) 366-8100
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.’s (FCX) acquisition of Phelps Dodge Corporation (Phelps
Dodge) is deemed under Peruvian law to be an indirect acquisition by FCX
of over
50% of the voting shares of Sociedad Minera Cerro Verde S.A.A. (SMCV), a
publicly-traded Peruvian entity in which Phelps Dodge owns
53.56%. Pursuant to applicable Peruvian regulations, FCX is required
to conduct a tender for 24.87% of the minority interest in
SMCV. Accordingly, on August 1, 2007, a subsidiary of FCX submitted a
tender offer for these shares. Certain minority holders have waived
their rights to participate in the tender offer and after taking this into
account, the shares remaining for purchase total 6.94% of the SMCV shares
(24.3
million shares). The offering price of $14.40 per share of SMCV was
determined by an independent appraiser appointed by Peruvian
regulators. FCX does not expect holders to tender their shares
because the offer of $14.40 per share is below the recent trading price of
SMCV
of $26 to $30 per share. The tender offer will remain open for 20
business days.
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
2, 2007