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
December 23, 2004
(Date of Report/Date of earliest event reported)
PHELPS DODGE CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 001-00082 13-1808503
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
One North Central Avenue
Phoenix, Arizona 85004-4414
(Address and zip code of principal executive offices)
(602) 366-8100
(Registrant's telephone number, including area code)
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 22, 2004, Phelps Dodge Corporation ("Phelps Dodge") entered
into a Letter Agreement (the "Letter Agreement") with Americas Mining
Corporation ("AMC") under which AMC agreed to use its reasonable best efforts to
cause Southern Peru Copper Corporation ("SPCC") to enter into a registration
rights agreement (the "Registration Rights Agreement") with Phelps Dodge as soon
as possible.
The Letter Agreement contemplates that the Registration Rights Agreement
will require SPCC, as promptly as practicable after the closing of the
Transaction described below, to file a shelf registration covering the sale of
all of Phelps Dodge's Common Stock of SPCC, which sales may only be effected
through underwritten offerings sponsored by SPCC during the first six months
following the effectiveness of the shelf registration (the "Initial Six Month
Period"). Under the Letter Agreement, Phelps Dodge agreed not to sell its SPCC
Common Stock, other than through a secondary offering effected pursuant to the
Registration Rights Agreement, from the closing of the Transaction, until the
earlier of (i) the end of the Initial Six Month Period and (ii) eight months
after the closing of the Transaction.
Also under the Letter Agreement, at the request of AMC, Phelps Dodge
expressed its current intent to (i) submit its proxy to vote in favor of the
Transaction and (ii) to take all action reasonably necessary to effect
simultaneously with the closing of the Transaction the conversion of Phelps
Dodge's Class A Common Stock of SPCC into Common Stock. The Transaction involves
Minera Mexico, S.A. de C.V. ("MM") becoming a subsidiary of SPCC in
consideration for the issuance of Common Stock by SPCC to AMC for its
approximately 99% MM ownership.
Phelps Dodge owns shares of SPCC through several subsidiaries.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 10.1 Letter Agreement dated December 22,
2004 between Americas Mining Corporation
and Phelps Dodge Corporation.
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SIGNATURES
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.
PHELPS DODGE CORPORATION
(Registrant)
By: /s/ Ramiro G. Peru
-----------------------------
Name: Ramiro G. Peru
Title: Executive Vice President and
Chief Financial Officer
Date: December 23, 2004
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