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 28,
2005
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)
|
|
1615
Poydras Street
|
|
|
New
Orleans, Louisiana*
|
70112
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
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))
*
Due to
the aftermath of Hurricane Katrina, Freeport-McMoRan Copper & Gold Inc. has
temporarily moved its corporate headquarters to 5353 Essen Lane, Suite 350,
Baton Rouge, Louisiana 70809.
Item
3.02. Unregistered
Sales of Equity Securities.
Freeport-McMoRan
Copper & Gold Inc. (FCX) privately negotiated transactions with holders
representing $153.4 million of its $575 million 7% Convertible Senior Notes
due
2011 as described in the press release dated September 28, 2005 (see Exhibit
99.1). These transactions are in reliance on the exemption from registration
provided under Section 3(a)(9) of the Securities Act of 1933.
Item
8.01. Other
Events.
FCX
issued a press release dated September 28, 2005, announcing that it has entered
into transactions to reduce indebtedness by approximately $302 million during
the third quarter of 2005 (see Exhibit 99.1).
Item
9.01. Financial
Statements and Exhibits.
(c)
Exhibits.
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:
September 28, 2005
Freeport-McMoRan
Copper & Gold Inc.
Exhibit
Index
Exhibit
Number
|
Press
release dated September 28, 2005, titled “Freeport-McMoRan Copper &
Gold Inc. Announces Third Quarter 2005 Debt Reductions of $302
Million.”
|
||