UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 4)
Under the Securities Exchange Act of 1934
FREEPORT-McMoRan COPPER & GOLD Inc.
(Name of Issuer)
CLASS B COMMON STOCK, PAR VALUE $0.10 PER SHARE
(Title of Class of Securities)
NO. 35671D857
(CUSIP Number)
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, NY 10004-1980
Attn: Allen I. Isaacson
(212) 859-8000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 22, 2004
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box. [ ]
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Exchange Act") or otherwise subject to the
liabilities of that section of the Exchange Act but shall be subject to all
other provisions of the Exchange Act (however, see the Notes).
CUSIP NO. 35671D857
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1 NAME OF REPORTING PERSON RIO TINTO PLC f/k/a THE
RTZ CORPORATION PLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS WC/AF/OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales
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7 SOLE VOTING POWER
None
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NUMBER OF SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING PERSON WITH 23,931,100
-----------------------------------------
9 SOLE DISPOSITIVE POWER
None
-----------------------------------------
10 SHARED DISPOSITIVE POWER
23,931,100
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 23,931,100
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)* 11.9%
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14 TYPE OF REPORTING PERSON CO
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* Based on 200,613,202 shares of Class B common stock of
Freeport-McMoRan Copper & Gold Inc. issued and outstanding as of March
1, 2004, which information was obtained from the Issuer's annual
report on Form 10-K for the fiscal year ended December 31, 2003.
CUSIP NO. 35671D857
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1 NAME OF REPORTING PERSON RIO TINTO INTERNATIONAL
HOLDINGS LIMITED
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales
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7 SOLE VOTING POWER
None
-----------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING PERSON WITH 23,931,100
-----------------------------------------
9 SOLE DISPOSITIVE POWER
None
-----------------------------------------
10 SHARED DISPOSITIVE POWER
23,931,100
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 23,931,100
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)* 11.9%
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14 TYPE OF REPORTING PERSON CO
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* Based on 200,613,202 shares of Class B common stock of
Freeport-McMoRan Copper & Gold Inc. issued and outstanding as of March
1, 2004, which information was obtained from the Issuer's annual
report on Form 10-K for the fiscal year ended December 31, 2003.
AMENDMENT NO. 4 TO SCHEDULE 13D
This Amendment No. 4 amends the Schedule 13D filed on May 22,
1995, as amended by Amendment No. 1 filed on June 1, 1995, Amendment No. 2
filed on July 7, 1995 and Amendment No. 3 filed on February 13, 2003, by
each of Rio Tinto plc and Rio Tinto International Holdings Limited with
respect to the Class B Common Stock of Freeport-McMoRan Copper & Gold, Inc.
(the "Schedule 13D"), as described below. Terms used herein have the
meanings set forth in Schedule 13D.
(a) Item 2 is hereby amended and supplemented as follows:
ITEM 2: IDENTITY AND BACKGROUND.
------------------------
This Amendment No. 4 updates, as of March 22, 2004,
information with respect to the directors and executive officers of
Rio Tinto and International as set forth on Schedule I attached to the
Schedule 13D by amending and restating Schedule I in its entirety in
the form of Schedule I attached to this Amendment No. 4.
(b) Item 4 is hereby amended and supplemented by adding the following
paragraph at the end thereof:
ITEM 4: PURPOSE OF TRANSACTION.
-----------------------
"On March 22, 2004, Rio Tinto and International entered into a
stock purchase agreement ("Stock Purchase Agreement") with FCX whereby
International agreed to sell and FCX agreed to purchase the entire
23,931,100 shares of Class B Common Stock held by International at a
price per share based on a 97% discount from the market price of the
Class B Common Stock used to establish the conversion price of the
convertible preferred stock referred to below. FCX intends to use the
proceeds from an offering of convertible preferred stock (the
"Preferred Stock Offering") pursuant to Rule 144A of the Securities
Act of 1933, as amended, to purchase the shares of Class B Common
Stock from International and the consummation of the Preferred Stock
Offering is a condition to consummating the purchase of the shares of
Class B Common Stock. There can be no assurance that the Preferred
Stock Offering and therefore the sale of the shares of Class B Common
Stock will be consummated as currently contemplated. Upon the
conclusion of the Preferred Stock Offering and the consummation of the
sale of the shares of Class B Common Stock, if Rio Tinto and
International hold less than 5% of the total outstanding shares of
Class B Common Stock, Rio Tinto will no longer have the right to
nominate any directors to serve on the board of FCX and Mr. R. Leigh
Clifford (whose current term as a director of FCX expires at the 2004
FCX annual meeting of shareholders) will withdraw his name from
consideration as a director nominee at the 2004 annual meeting of FCX
shareholders and Mr. Oscar Y. L. Groeneveld (whose current term as a
director of FCX expires at the 2006 annual meeting of FCX
shareholders) will resign effective as of the 2004 annual meeting of
FCX shareholders. A copy of the Stock Purchase Agreement is attached
as an exhibit to this Amendment No. 4."
(c) Subsection (a) of Item 5 is hereby amended and restated in its entirety
as follows:
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER.
-------------------------------------
"(a) As of the date hereof, Rio Tinto beneficially owns,
through International, its wholly owned subsidiary, 23,931,100 shares
of Class B Common Stock, representing 11.9% of the shares of FCX Class
B Common Stock issued and outstanding, which is the only class of FCX
common stock issued and outstanding. (Such calculation is based on
200,613,202 shares of Class B Common Stock issued and outstanding as
of March 1, 2004, which information was obtained from the Issuer's
annual report on Form 10-K for the fiscal year ended December 31,
2003.)."
(d) Item 6 is hereby amended and restated in its entirety as follows:
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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"The response to Item 4 is incorporated by reference herein.
Except as described in Item 4, none of Rio Tinto or International or,
to the knowledge of Rio Tinto and International, any of the persons
listed on Schedule I hereto, is a party to any contract, arrangement,
understanding or relationship with respect to any securities of FCX."
(e) Item 7 is hereby amended and supplemented by adding the following
paragraph at the end thereof:
ITEM 7: MATERIALS TO BE FILED AS EXHIBITS.
----------------------------------
"(7) Stock Purchase Agreement, dated March 22, 2004, by and
among Freeport-McMoRan Copper & Gold Inc., Rio Tinto plc and Rio Tinto
International Holdings Limited."
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: March 22, 2004
RIO TINTO PLC
By: /s/ Robert Adams
--------------------------------
Name: Robert Adams
Title: Director
RIO TINTO INTERNATIONAL HOLDINGS LIMITED
By: /s/ Anette V. Lawless
--------------------------------
Name: Anette V. Lawless
Title: Director
SCHEDULE I
DIRECTORS AND OFFICERS OF
RIO TINTO PLC ("RIO TINTO")
CHAIRMAN
NAME TITLE/PRINCIPAL OCCUPATION
---- --------------------------
Paul D. Skinner Chairman of Rio Tinto
EXECUTIVE DIRECTORS*
NAME TITLE/PRINCIPAL OCCUPATION
---- --------------------------
Paul D. Skinner Chairman of Rio Tinto
Robert Adams Director of Planning and Development of Rio Tinto
Guy R. Elliott Finance Director of Rio Tinto
R. Leigh Clifford Chief Executive of Rio Tinto
Oscar L. Groeneveld Director of Rio Tinto
OFFICERS
NAME TITLE/PRINCIPAL OCCUPATION
---- --------------------------
Anette V. Lawless Secretary of Rio Tinto
Each of the foregoing directors and officers of Rio Tinto is a citizen
of the United Kingdom, other than Mr. R. Leigh Clifford and Mr. Oscar
L. Groeneveld, who are citizens of Australia and Mrs. Anette V.
Lawless, who is a citizen of Denmark. The business address of each
is: Rio Tinto plc, 6 St. James's Square, London, SW1Y 4LD, England.
NON-EXECUTIVE DIRECTORS
PRINCIPAL BUSINESS
ADDRESS OF CORPORATION
IN WHICH PRINCIPAL
NAME PRINCIPAL OCCUPATION OCCUPATION IS CONDUCTED
---- -------------------- -----------------------
Sir Richard Giordano KBE Senior Non Executive 6 St. James's Square,
Director, Deputy Chairman London SW1Y 4LD
and Chairman of the Audit England
Committee of Rio Tinto.
Leon A. Davis Deputy Chairman of Rio 55 Collins Street
Tinto. He is Chairman of Melbourne 3001
Westpac Banking Australia
Corporation.
Sir David Clementi Chairman of Prudential Governor's House
plc. Laurence Poutney Hill
London EC4R 0EU
England
Andrew F. J. Gould President and Chief 42, rue Saint Dominique
Operating Officer of 75007 Paris
Schlumberger Limited. France
Sir John Kerr Director of The "Shell" 6 St. James's Square,
Transport and Trading London SW1Y 4LD
Company, plc. and England
Scottish American
Investment Trust plc.
David L. Mayhew Chairman of Cazenove 20 Moorgate
Group plc. London ECR2 6DA
England
John P. Morschel Chairman of Leighton Level 8 Tower B
Holdings Limited and 799 Pacific Highway
Rinker Group Limited. Chatswood NSW 2067
Australia
Sir Richard Sykes Rector of Imperial Exhibition Road
College of Science, London SW7 2AZ
Technology and Medicine. England
Lord Tugendhat Chairman of Lehman 25 Bank Street
Brothers Europe Limited. London E14 5LE
England
Each of the foregoing non-executive directors of Rio Tinto is a citizen of
the United Kingdom, other than Sir Richard Giordano KBE, who holds joint
citizenship with the United States and the United Kingdom and Mr. John P.
Morschel and Mr. Leon A. Davis, who are citizens of Australia.
DIRECTORS AND OFFICERS OF
RIO TINTO INTERNATIONAL HOLDINGS LIMITED
NAME TITLE* PRINCIPAL OCCUPATION
---- ------ --------------------
Anette V. Lawless Director Secretary of Rio Tinto
Christopher Lenon Director Head of Taxation of Rio
Tinto
Michael R. Merton Director Controller of Rio Tinto
Ian C. Ratnage Director Treasurer of Rio Tinto
Christopher Lenon Director Head of Taxation of Rio
Tinto
Roger P. Dowding Secretary Assistant Secretary of
Rio Tinto
Each of the foregoing directors and officers of Rio Tinto International
Holdings Limited is a citizen of the United Kingdom, other than Mrs. Anette
V. Lawless, who is a citizen of Denmark. The business address of each of
the foregoing is: 6 St. James's Square, London, SW1Y 4LD, England.
* In the United Kingdom, executive directors also serve as officers.