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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
April 4, 2005
(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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 4, 2005, Phelps Dodge Corporation ("Phelps Dodge"), Phelps
Dodge Overseas Capital Corporation ("PDOCC") and Climax Molybdenum B.V.
("Climax") entered into a Registration Rights Agreement (the "Registration
Rights Agreement") dated as of March 31, 2005 with Southern Peru Copper
Corporation ("SPCC"), Americas Mining Corporation ("AMC"), Cerro Trading
Company, Inc. ("Cerro") and SPC Investors, L.L.C. ("SPC Investors").
The Registration Rights Agreement contemplates that SPCC will file as
promptly as practicable, and in any event will use its reasonable best efforts
to file by April 29, 2005 (i.e. within 20 business days from SPCC's April 1,
2005 acquisition of Minera Mexico, S.A. de C.V.), a shelf registration statement
on Form S-3 (the "Registration Statement") covering the resale of all SPCC
Common Stock held by Cerro, SPC Investors, PDOCC, Climax and their respective
permitted transferees (collectively, the "Selling Stockholders") with the
Securities and Exchange Commission (the "Commission"). In general, during the
first six months following the effectiveness date of the Registration Statement
(the "Initial Six-Month Period"), the Selling Stockholders will only be
permitted to sell their Common Stock in SPCC through underwritten offerings
sponsored by SPCC and SPCC will not be permitted to conduct primary offerings of
its common stock. The price, underwriting discount and other financial terms
related to the resale of SPCC Common Stock in connection with any underwritten
offering conducted during the Initial Six-Month Period will be subject to the
reasonable approval of each Selling Stockholder electing to participate in such
underwritten offering. Subject to monthly volume-based selling restrictions, the
Selling Stockholders may effect further sales of their Common Stock in SPCC
during the six-month period following the end of the Initial Six-Month Period,
but SPCC will not be obligated to sponsor any underwritten offerings in
connection with such further sales.
Pursuant to the Registration Rights Agreement, AMC, Cerro, SPC
Investors, PDOCC and Climax also agreed to convert on the effectiveness date of
the Registration Statement all of their Class A Common Stock, in accordance with
SPCC's Restated Certificate of Incorporation, into an equal number of fully paid
and non-assessable shares of SPCC's Common Stock.
PDOCC and Climax are both wholly-owned subsidiaries of Phelps Dodge.
PDOCC currently owns 8,963,796 shares of Class A Common Stock of SPCC, and
Climax owns 2,210,000 shares of Class A Common Stock of SPCC.
The foregoing is qualified in its entirety by reference to the
Registration Rights Agreement which is filed as Exhibit 10.1 hereto and
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
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Exhibit 10.1 Registration Rights Agreement, dated as of March 31, 2005,
made and entered into by and between Cerro Trading Company,
Inc., SPC Investors, L.L.C., Phelps Dodge Corporation,
Phelps Dodge Overseas Capital Corporation, Climax Molybdenum
B.V., Southern Peru Copper Corporation and Americas Mining
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/ S. David Colton
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Name: S. David Colton
Title: Senior Vice President and General
Counsel
Date: April 8, 2005
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