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): September 2, 2008
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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One
North Central Avenue
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Phoenix,
Arizona
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85004-4414
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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: (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.
We are
filing with this report copies of each of the (1) Amended and Restated Mining
Convention dated as of September 28, 2005, among the Democratic Republic of
Congo (DRC), La Générale des Carrières et des Mines (Gécamines), Lundin Holdings
Ltd (now called TF Holdings Limited) and Tenke Fungurume Mining S.A.R.L. and (2)
Amended and Restated Shareholders Agreement dated as of September 28, 2005, by
and between Gécamines and TF Holdings Limited (TF Holdings) and its
subsidiaries. The Amended and Restated Mining Convention and the
Amended and Restated Shareholders Agreement are collectively referred to in this
report as the Restated Agreements. Through our 70% interest in TF
Holdings, we hold an effective 57.75% interest in the Tenke Fungurume copper and
cobalt mining concessions in the Katanga province of the DRC and we are the
operator of the project.
Background & Summary of
Key Terms
In 1996,
following an international tender process, the government of the DRC (then
called Zaire) and TF Holdings entered into a mining convention for the purpose
of developing the concessions (Mining Convention). At the same time, Gécamines
and TF Holdings formed Tenke Fungurume Mining S.A.R.L. (Tenke Fungurume Mining)
to develop and operate the concessions. The Mining Convention was
signed by the then-current Ministers of Mines, Finance, Plan and Portfolio, and
was approved by the government of Zaire. Following a period of civil
war, the promulgation of the 2002 Mining Code and establishment of the
internationally recognized Transitional Government in June 2003, the Mining
Convention and agreement relating to the formation of Tenke Fungurume Mining
were renegotiated. These negotiations resulted in the execution of the Restated
Agreements, the key terms of which are summarized below:
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Tenke
Fungurume Mining shares are divided into two classes; Class A shares are
held by Gécamines, are non-dilutable, and represent 17.5% of the
outstanding shares; Class B shares are held by TF Holdings and its
subsidiaries, and represent the remaining 82.5% ownership
interest
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Tenke
Fungurume Mining’s board of directors consists of eleven members, of which
two are selected by the Class A shareholders and nine are selected by the
Class B shareholders; the Class A shareholders appoint the Vice-President
and the Class B shareholders appoint the President of Tenke Fungurume
Mining
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The
Class B shareholders are responsible for advancing 100% of the required
investment; funds advanced earn interest at LIBOR plus
2%
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Tenke
Fungurume Mining is bound, as a matter of contract, to the entire fiscal
regime (e.g., taxes, royalties and duties) of the 2002 Mining
Code
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Tenke
Fungurume Mining is bound by all applicable laws and regulations of the
DRC as stabilized as of the date of the Mining Convention and is required
to operate in compliance with environmental standards that are
internationally accepted as good mining
practice
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Transfer
bonus payments to Gécamines will total $100 million, paid in stages by TF
Holdings after certain project development and production benchmarks are
satisfied; $65 million has been paid to
date
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Tenke
Fungurume Mining is entitled to freely export all of its production and is
authorized to hold its funds in bank accounts abroad and in foreign
currencies
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Tenke
Fungurume Mining is committed to contract with Gécamines for certain
operations services, to provide technical training to its employees, and
to introduce modern mining and management
techniques
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Tenke
Fungurume Mining is required to establish a social development fund for
the benefit of the local community funded by payments of 0.3% of net
revenues from production
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The
Restated Agreements remain in force for as long as the concessions are
exploitable
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The
Restated Agreements are made in English and in the French languages, both
languages being equally valid
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Any
disputes regarding the provisions of the Restated Agreements are subject
to international arbitration
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In
February 2008, we received a letter from the Ministry of Mines, Government of
the DRC, seeking our comment on proposed material modifications to the Restated
Agreements, including the amount of transfer payments payable to the government,
the government’s percentage ownership and involvement in the management of the
mine, regularization of certain matters under Congolese law and the
implementation of social plans. The Restated Agreements were
negotiated transparently and approved by the Government of the DRC
following extended negotiations, and we believe they comply with Congolese law
and are enforceable without modifications. We are currently working
cooperatively with the Ministry of Mines to resolve these matters while
continuing with our project development activities.
Item
9.01. Financial Statements and
Exhibits.
(d) 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/ Kathleen L. Quirk
----------------------------------------
Kathleen
L. Quirk
Executive
Vice President,
Chief
Financial Officer
and
Treasurer
(authorized
signatory and
Principal Financial
Officer)
Date: September
2, 2008
Freeport-McMoRan
Copper & Gold Inc.
Exhibit
Index
Exhibit
Number
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Amended
and Restated Mining Convention dated as of September 28, 2005, among the
Democratic Republic of Congo, La Générale des Carrières et des Mines,
Lundin Holdings Ltd. (now TF Holdings Limited) and Tenke Fungurume Mining
S.A.R.L..
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Amended
and Restated Shareholders Agreement dated as of September 28, 2005, by and
between La Générale des Carrières et des Mines and Lundin Holdings Ltd.
(now TF Holdings Limited) and its
subsidiaries.
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