SC 13D/A

0000950123-06-001808.txt : 20060215 0000950123-06-001808.hdr.sgml : 20060215 20060215102251 ACCESSION NUMBER: 0000950123-06-001808 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060215 DATE AS OF CHANGE: 20060215 GROUP MEMBERS: ATTICUS CAPITAL LP GROUP MEMBERS: TIMOTHY R. BARAKETT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHELPS DODGE CORP CENTRAL INDEX KEY: 0000078066 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY SMELTING & REFINING OF NONFERROUS METALS [3330] IRS NUMBER: 131808503 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34087 FILM NUMBER: 06620051 BUSINESS ADDRESS: STREET 1: ONE NORTH CENTRAL AVE CITY: PHOENIX STATE: AZ ZIP: 85004-3089 BUSINESS PHONE: 6022348100 MAIL ADDRESS: STREET 1: ONE NORTH CENTRAL AVENUE CITY: PHOENIX STATE: AZ ZIP: 85004-3089 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ATTICUS MANAGEMENT LLC CENTRAL INDEX KEY: 0001054828 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2128298106 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: ATTICUS CAPITAL LLC DATE OF NAME CHANGE: 19990402 FORMER COMPANY: FORMER CONFORMED NAME: ATTICUS CAPITAL INC DATE OF NAME CHANGE: 19980518 SC 13D/A 1 y17646sc13dza.htm AMENDMENT NO.2 TO SCHEDULE 13D SC 13D/A


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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. 2 )*

PHELPS DODGE CORPORATION

(Name of Issuer)

Common Stock, par value $6.25 per share

(Title of Class of Securities)

717265102

(CUSIP Number)

John F. Brown
c/o Atticus Management LLC
(f/k/a Atticus Capital, L.L.C.)
152 West 57th Street, 45th Floor
New York, New York 10019

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

February 15, 2006

(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. o

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.

TABLE OF CONTENTS


	Item 2. Identity and Background
	Item 4. Purpose of Transaction
	Item 7. Material to Be Filed as Exhibits.
Signatures
EX-99.6: LETTER TO MR. J. STEVEN WHISLER, DATED FEBRUARY 15,2006

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the statement on Schedule 13D initially filed on October 14, 2005 (the “Original Filing”), as amended by the amendment filed on December 2, 2005 (“Amendment No. 1”). Information reported in the Original Filing and Amendment No. 1 remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 2. Capitalized terms used and not defined in this Amendment No. 2 have the meanings set forth in the Original Filing.

Item 2. Identity and Background

Items 2(a), (b) and (c) of the Original Filing are hereby amended and restated in their entirety as follows:

(a), (b) and (c) This statement is being filed by Atticus Management LLC (f/k/a Atticus Capital, L.L.C.) (“Atticus Management”), Atticus Capital LP (“Atticus Capital”) and Timothy R. Barakett (collectively, the “Reporting Persons”). The principal business address of the Reporting Persons is c/o Atticus Capital LP, 152 West 57th Street, 45th Floor, New York, New York 10019.

Effective as of January 1, 2006, Atticus Management effected a restructuring in which it assigned to Atticus Capital its rights and obligations under the investment management agreements with its clients and following the restructuring it changed its name to “Atticus Management LLC.” 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”). Based on his relationship with the Atticus Entities, the Funds and the Accounts, Mr. Barakett is deemed to be a beneficial owner of the Shares owned by the Funds and Accounts for purposes of Section 13(d) of the Act.

Item 4. Purpose of Transaction

Item 4 of the Original Filing is hereby amended by adding the following at the end thereof:

On February 15, 2006, the Reporting Persons sent a letter to Mr. J. Steven Whisler, Chairman of the Board & Chief Executive Officer, of the Company. The letter is attached hereto as Exhibit 6.

Item 7. Material to Be Filed as Exhibits.

Item 7 of the Original Filing, as amended by Amendment No. 1, is further amended by adding the following at the end thereof:

Exhibit 6 Letter to Mr. J. Steven Whisler, dated February 15, 2006

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.


Date: February 15, 2006

ATTICUS CAPITAL LP

By:		Atticus Management LLC, its general partner

By:		/s/ Timothy R. Barakett*

		Timothy R. Barakett
		Managing Member

ATTICUS MANAGEMENT LLC

By:		/s/ Timothy R. Barakett*

		Timothy R. Barakett
		Managing Member

TIMOTHY BARAKETT

By:		/s/ Timothy R. Barakett*

		Timothy R. Barakett

* by John F. Brown, attorney-in-fact

EX-99.6 2 y17646exv99w6.htm EX-99.6: LETTER TO MR. J. STEVEN WHISLER, DATED FEBRUARY 15,2006 EX-99.6

EXHIBIT 6

February 15, 2006

BY FACSIMILE & FEDEX

J. Steven Whisler
Chairman of the Board and Chief Executive Officer
Phelps Dodge Corp.
One North Central Avenue
Phoenix, AZ 85004

Dear Mr. Whisler:

Thank you for your offer to discuss the possibility of our taking a board seat at Phelps Dodge. We have decided, however, that we can continue to be a more effective voice for shareholder interests by remaining independent. As one vote among twelve individuals who neither own a significant investment in Phelps Dodge nor have to date shown any great interest in engaging with us, we do not see any greater ability to effect change by joining your Board.

We have decided instead to continue to express our opinions publicly, for the benefit of other owners of the company, rather than privately to a board which outnumbers us and which has virtually no stock participation nor common interests with shareholders.

As we have said in the past, Phelps Dodge is significantly over-capitalized. The recent dividends have not gone far enough to address the company’s bloated balance sheet.

Copper prices (both in the spot and futures markets) have risen dramatically since we first wrote to you and now the company is more vulnerable to a takeover than ever before.

Your competitors are now uniformly long excess capital and short of large-scale copper projects. Phelps Dodge, with its exceptional pipeline of near-surface, low-cost projects, is surely an attractive target. A significant buyback of stock is not only the right thing to do for your shareholders; it is your surest guaranty of independence from a cash-rich, copper poor competitor.

If, however, the current board of directors is not prepared to do what is in the best interests of shareholders — to return this excess capital — then we are prepared to work with other shareholders and/or potential acquirers in order to maximize value for the owners of the company. To that extent, we have engaged outside advisers to help us formulate our options. As

your largest shareholder, we want to ensure that the company takes these important steps, either with the board’s leadership or not.

Sincerely,


/s/ Timothy R. Barakett				/s/ David Slager

Timothy R. Barakett				David Slager
Chairman				Vice Chairman

Cc: Board of Directors

Table of Contents

Table of Contents