SC 13D
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
FREEPORT-MCMORAN COPPER & GOLD INC.
(Name of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
(CUSIP Number)
Scott Kislin, Esq.
General Counsel
Atticus Capital LP
152 West 57th Street, 45th Floor
New York, New York 10019
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. þ
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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CUSIP No. |
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35671D857 |
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2 |
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11 |
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NAMES OF REPORTING PERSONS:
Atticus Capital LP |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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SEC USE ONLY: |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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WC |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Delaware
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7 |
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SOLE VOTING POWER: |
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| NUMBER OF |
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24,343,973 |
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| SHARES |
8 |
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SHARED VOTING POWER: |
| BENEFICIALLY |
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| OWNED BY |
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0 |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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| PERSON |
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24,343,973 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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24,343,973 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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6.4% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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PN |
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CUSIP No. |
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35671D857 |
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Page |
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3 |
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of |
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11 |
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| 1 |
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NAMES OF REPORTING PERSONS:
Atticus Management LLC |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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| 3 |
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SEC USE ONLY: |
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| 4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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WC |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Delaware
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7 |
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SOLE VOTING POWER: |
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| NUMBER OF |
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24,343,973 |
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| SHARES |
8 |
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SHARED VOTING POWER: |
| BENEFICIALLY |
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| OWNED BY |
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0 |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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| PERSON |
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24,343,973 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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0 |
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| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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24,343,973 |
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| 12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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6.4% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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OO |
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CUSIP No. |
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35671D857 |
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Page |
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4 |
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11 |
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NAMES OF REPORTING PERSONS:
Timothy R. Barakett |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) o |
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(b) o |
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SEC USE ONLY: |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Canada
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7 |
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SOLE VOTING POWER: |
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| NUMBER OF |
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24,343,973 |
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| SHARES |
8 |
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SHARED VOTING POWER: |
| BENEFICIALLY |
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| OWNED BY |
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0 |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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| PERSON |
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24,343,973 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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24,343,973 |
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| 12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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6.4% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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HC, IN |
TABLE OF CONTENTS
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CUSIP No. |
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35671D857 |
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This Statement on Schedule 13D relates to shares of common stock, par value $0.10 per share
(formerly Class B Common Stock) (the “Shares”), of
Freeport-McMoRan Copper & Gold Inc., a Delaware
corporation (the “Company”). Certain of the Shares reported herein were previously reported by the
Reporting Persons on a Schedule 13G filed on January 18, 2007.
Item 1. Security and Issuer
The class of equity securities to which this statement on Schedule 13D relates to is the
Shares. The address of the principal executive office of the Company is One North Central Avenue,
Phoenix, Arizona, 85004-4414.
Item 2. Identity and Background
(a), (b) and (c) This statement is being filed by Atticus Capital LP (“Atticus Capital”),
Atticus Management LLC (“Atticus Management”) and Mr. Timothy R. Barakett (“Mr. Barakett”, and
collectively with Atticus Capital and Atticus Management, the “Reporting Persons”). The address of
the principal business and principal office of the Reporting Persons is 152 W. 57th
Street, 45th Floor, New York, NY 10019.
Mr. Barakett is the Chairman, Chief Executive Officer and Managing Member of Atticus
Management, a Delaware limited liability company. Atticus Management is the sole general partner of
Atticus Capital, a Delaware limited partnership. Atticus Capital, together with certain of its
affiliated entities (collectively, the “Atticus Entities”), acts as adviser for various investment
funds (the “Funds”) and managed accounts (the “Accounts”).
(d) None of the Reporting Persons, nor any of their officers or managing directors, have,
during the last five years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) None of the Reporting Persons, nor any of their officers or managing directors, have,
during the last five years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction which resulted in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws
or finding any violations with respect to such laws.
(f) Mr. Barakett is a citizen of Canada.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Reporting Persons may be deemed to beneficially own an aggregate of
24,343,973 Shares as detailed in Item 5.
The aggregate purchase price for the Shares that the Funds and Accounts may be deemed to
beneficially own is approximately $775,087,789. Such funds have come from the working capital
of the Funds and the Accounts.
The securities held for the Funds and Accounts may be held through margin accounts maintained
with brokers, which extend margin credit as and when required to open or carry positions in their
margin accounts, subject to applicable federal margin regulations, stock exchange rules and such
firms’ credit policies. The positions which may be held in the margin accounts, including the
Shares, are pledged as collateral security for the repayment of debit balances in the respective
accounts.
Item 4. Purpose of Transaction
The Reporting Persons acquired the
Shares for investment purposes, and such purchases have been made in
the Reporting Persons’ ordinary course
of business. The Reporting Persons expect to consider and evaluate on an on-going basis all of their options with
respect to the investment in the Company. The Reporting Persons have
met with, and may in the future continue to
meet with, third parties to encourage them to consider strategic transactions involving the Company that are designed to maximize
shareholder value for Company shareholders. In addition, the
Reporting Persons may (a) consult with outside advisors to help them formulate their options with regard to their
investment in the Company and (b) engage in discussion with management and/or the board of directors of the
Company to encourage them to take steps to maximize shareholder value. The Reporting Persons may also pursue other
available alternatives in order to maximize the value of the investment in the Company. Such alternatives could
include, without limitation, (i) the purchase of additional Shares, options or related derivatives in the
open market, in privately negotiated transactions or otherwise and (ii) the sale of all or a portion of the
Shares, options or related derivatives now beneficially owned or hereafter acquired by them.
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CUSIP No. |
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35671D857 |
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11 |
The Reporting Persons may contact and consult with other stockholders of the Company concerning the
Company, its prospects and any or all of the foregoing matters.
Except as set forth above, none of the Reporting Persons has any plans or proposals which relate
to, or could result in, any of the matters referred to in subsections (a) through (j) of Item 4 of
Schedule 13D. The Reporting Persons reserve the right to change their plans or intentions and to
take any and all actions that they may deem to be in the best interests of the Funds and the
Accounts.
Item 5. Interest in Securities of the Issuer
(a) and (b) Based on the Company’s Definitive Proxy Statement dated June 5, 2007, as of May
25, 2007, there were 381,461,210 Shares outstanding. Each of the Reporting Persons may be deemed
to beneficially own an aggregate of 24,343,973 Shares (6.4%) comprised of (i) 12,774,473 Shares
owned directly by the Funds and the Accounts and (ii) 11,569,500 Shares purchasable upon exercise
of call options.
Each
of the Reporting Persons has sole power to vote, direct the vote,
dispose of or direct the disposition of Shares that they beneficially
own.
(c) All transactions in the Shares effected during the past 60 days prior to and including
June 11, 2007 are set forth in Exhibit 2 attached hereto. All of such transactions were effected
in the over-the-counter market in routine broker transactions.
(d) No person other than the Reporting Persons is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.
(e) Not applicable.
The filing of this Schedule 13D shall not be construed as an admission that the Reporting
persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any
securities covered by this Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The Funds and Accounts may from time to time enter into and unwind cash settled equity swaps,
exchange traded “over-the-counter” puts and calls, warrants, forward purchase or sale transactions,
future transactions, cap transactions, floor transactions, collar transactions, or other options or
derivative or risk management transactions with respect to the Shares. The return on such
contracts may be wholly or partially dependent on the market value of the Shares, the relative
value of the Shares in comparison to one or more other financial instruments, indexes, securities,
baskets or groups of securities in which Shares may be included, currencies, commodities, bonds,
equity securities, loans, interest rates, catastrophe events, weather-related events,
credit-related events or conditions or any index or other similar transaction (including any option
with respect to any of these transactions) or any combination of these transactions with one or
more counterparties.
The Funds and Accounts currently have additional long economic exposure to
19,359,974 Shares through such arrangements (in addition to the
11,569,500 Shares purchasable upon exercise of call options) for an aggregate
exposure of 43,703,947 Shares, equal to 11.46% of the Company's
outstanding Shares. These arrangements do not currently give the Reporting Persons
or the Funds and Accounts voting or investment control over the underlying securities of the
Company and, accordingly, the Reporting Persons disclaim any beneficial ownership in any securities
held or which may be acquired by the counterparty to such arrangements.
From time to time, each of the Reporting Persons may lend portfolio securities to brokers,
banks or other financial institutions. These loans typically obligate the borrower to return the
securities, or an equal amount of securities of the same class, to the lender and typically provide
that the borrower is entitled to exercise voting rights and retain dividends during the term of the
loan.
From
time to time, to the extent permitted by applicable law, each of the
Reporting Persons may borrow securities, including Shares, for the
purpose of effecting, and may effect, short sale transactions, and
may purchase securities for the purpose of closing out short sale
positions in such securities.
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have
entered into a Joint Filing Agreement attached hereto as Exhibit A, with respect to the joint
filing of the Schedule 13D and any amendment or amendments thereto.
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CUSIP No. |
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35671D857 |
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Except as described herein, the Reporting Persons do not have any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with respect to any securities
of the Company, including but not limited to the transfer or voting of any of the securities,
finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
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Exhibit 1
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Joint Filing Agreement of the Reporting Persons |
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Exhibit 2
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Schedule of transactions effected
in the 60 days prior to and including June 11, 2007 |
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Exhibit 3
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Power of Attorney dated June 7, 2007 |
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CUSIP No. |
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35671D857 |
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Signatures
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
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| Date: June 11, 2007 |
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| ATTICUS CAPITAL LP |
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By:
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Atticus Management LLC,
its general partner |
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By:
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/s/ Timothy R. Barakett*
Timothy R. Barakett
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Managing Member |
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| ATTICUS MANAGEMENT LLC |
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By:
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/s/ Timothy R. Barakett*
Timothy R. Barakett
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Managing Member |
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| TIMOTHY BARAKETT |
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By:
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/s/ Timothy R. Barakett*
Timothy R. Barakett
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| * |
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by Dennis Bertron, attorney-in-fact |