-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VYCGiy+p8qkhzaZ9bJCSnVL3h/ynS2kiAlTKy6pQi2tqdezafb/McJkwOUoCYAwO smBLPVc3S+xR1ZfeGmKMHA== 0000950123-01-502972.txt : 20010528 0000950123-01-502972.hdr.sgml : 20010528 ACCESSION NUMBER: 0000950123-01-502972 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 6 333-43890 FILED AS OF DATE: 20010524 EFFECTIVENESS DATE: 20010524 FILER: 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: S-3MEF SEC ACT: SEC FILE NUMBER: 333-61624 FILM NUMBER: 1647804 BUSINESS ADDRESS: STREET 1: 2600 NORTH CENTRAL AVE CITY: PHOENIX STATE: AZ ZIP: 85004-3089 BUSINESS PHONE: 6022348100 MAIL ADDRESS: STREET 1: 2600 NORTH CENTRAL AVENUE CITY: PHOENIX STATE: AZ ZIP: 85004-3089 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PD CAPITAL TRUST I CENTRAL INDEX KEY: 0001121978 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 516516595 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-61624-01 FILM NUMBER: 1647805 BUSINESS ADDRESS: STREET 1: C/O PHELPS DODGE CORP STREET 2: 2600 NORTH CENTRAL AVE. CITY: PHOENIX STATE: AZ ZIP: 85004 BUSINESS PHONE: 6022348100 MAIL ADDRESS: STREET 1: C/O PHELPS DODGE CORP. STREET 2: 2600 NORTH CENTRAL AVENUE CITY: PHOENIX STATE: AZ ZIP: 85004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PD CAPITAL TRUST II CENTRAL INDEX KEY: 0001121979 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 516516595 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-61624-02 FILM NUMBER: 1647806 BUSINESS ADDRESS: STREET 1: C/O PHELPS DODGE CORP STREET 2: 2600 NORTH CENTRAL AVE. CITY: PHOENIX STATE: AZ ZIP: 85004 BUSINESS PHONE: 6022348100 MAIL ADDRESS: STREET 1: C/O PHELPS DODGE CORP. STREET 2: 2600 NORTH CENTRAL AVENUE CITY: PHOENIX STATE: AZ ZIP: 85004 S-3MEF 1 y49729s-3mef.txt PHELPS DODGE CORPORATION, ET. AL. 1 As filed with the Securities and Exchange Commission on May 24, 2001 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PHELPS DODGE CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK 13-1808503 (STATE OR OTHER JURISDICTION OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) 2600 NORTH CENTRAL AVENUE S. DAVID COLTON, ESQ. PHOENIX, AZ 85004-3089 SENIOR VICE PRESIDENT AND GENERAL COUNSEL (602) 234-8100 PHELPS DODGE CORPORATION (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE 2600 NORTH CENTRAL AVENUE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PHOENIX, AZ 85004-3089 PRINCIPAL EXECUTIVE OFFICES) (602) 234-8100 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
PD CAPITAL TRUST I PD CAPITAL TRUST II (EXACT NAMES OF REGISTRANTS AS SPECIFIED IN THEIR CERTIFICATES OF TRUST)
DELAWARE 51-6516595 (STATE OR OTHER JURISDICTION OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO. OF PD CAPITAL TRUST I) C/O PHELPS DODGE CORPORATION 2600 NORTH CENTRAL AVENUE 51-6516596 PHOENIX, AZ 85004-3089 (I.R.S. EMPLOYER IDENTIFICATION NO. OF PD (602) 234-8100 CAPITAL TRUST II) (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANTS' S. DAVID COLTON, ESQ. PRINCIPAL EXECUTIVE OFFICES) SENIOR VICE PRESIDENT AND GENERAL COUNSEL PHELPS DODGE CORPORATION 2600 NORTH CENTRAL AVENUE PHOENIX, AZ 85004-3089 (602) 234-8100 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO: MICHAEL W. BLAIR, ESQ. DEBEVOISE & PLIMPTON 875 THIRD AVENUE NEW YORK, NY 10022 (212) 909-6000 2 APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC: From time to time after this Registration Statement becomes effective. 3 If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.[x] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.[x] 333-43890 If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
TITLE OF EACH PROPOSED CLASS MAXIMUM OF SECURITIES AMOUNT TO BE AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED (1) OFFERING PRICE (2) REGISTRATION FEE ---------------- -------------- ------------------ ---------------- Phelps Dodge Corporation Common Shares... Phelps Dodge Corporation Preferred Shares Phelps Dodge Corporation Senior Debt Securities........................... Phelps Dodge Corporation Junior Subordinated Debt Securities......... Phelps Dodge Corporation Share Purchase Contracts to purchase Common Shares of Phelps Dodge Corporation.......... Phelps Dodge Corporation Share Purchase Units, each representing ownership of a Share Purchase Contract and Senior Debt Securities, Junior Subordinated Debt Securities, Trust Preferred Securities or debt obligations of third parties........................ Phelps Dodge Corporation Warrants........ PD Capital Trust I Preferred Securities.. PD Capital Trust II Preferred Securities. Phelps Dodge Corporation Guarantees of PD Capital Trust I and PD Capital Trust II Preferred Securities (3).... Total.................................... $150,000,000 $150,000,000 $ 37,500
(1) An indeterminate number of common and preferred shares, share purchase contracts, share purchase units and warrants of Phelps Dodge Corporation, and an indeterminate principal amount of senior and junior subordinated debt securities of Phelps Dodge Corporation and an indeterminate number of preferred securities of PD Capital Trust I and PD Capital Trust II as may from time to time be issued at indeterminate prices, with an aggregate offering price not to exceed $900,000,000. Junior subordinated debt securities may be issued and sold to PD Capital Trust I and PD Capital Trust II, in which event the junior subordinated debt securities may later be distributed to the holders of preferred securities. (2) Estimated solely for the purpose of calculating the registration fee, which is calculated in accordance with Rule 457(o) of the rules and regulations under the Securities Act of 1933. Rule 457(o) permits the registration fee to be calculated on the basis of the maximum offering price of all of the securities listed and, therefore, the table does not specify by each class information as to the amount to be registered, the proposed maximum offering price per unit or the proposed maximum aggregate offering price. (3) Includes the rights of holders of the preferred securities under the applicable guarantee of preferred securities, the obligations of Phelps Dodge Corporation under the applicable trust agreement of each of PD Capital Trust I and PD Capital Trust II and the obligations of Phelps Dodge Corporation under the indenture for the junior subordinated debt securities and any related supplemental indenture, all of which are described in this Registration Statement. No separate consideration will be received for any of such guarantee or obligations. PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS INCLUDED HEREIN ALSO RELATES TO A TOTAL OF $750,000,000 OF UNSOLD SECURITIES REGISTERED UNDER REGISTRATION STATEMENT NO. 333-43890, WHICH WAS DECLARED EFFECTIVE ON JANUARY 18, 2001. IN THE EVENT ANY OF SUCH PREVIOUSLY REGISTERED AND UNSOLD SECURITIES ARE OFFERED AND SOLD PRIOR TO THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT, THE AMOUNT OF SUCH SECURITIES WILL NOT BE INCLUDED IN ANY PROSPECTUS HEREUNDER. THIS REGISTRATION STATEMENT CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-43890, WITHOUT LIMITATION AS TO CLASS OF SECURITIES, MAY BE OFFERED AND SOLD TOGETHER WITH THE SECURITIES REGISTERED HEREUNDER, THROUGH THE USE OF THE COMBINED PROSPECTUS INCLUDED HEREIN SUCH AMENDMENTS SHALL BECOME EFFECTIVE CONCURRENTLY WITH THE EFFECTIVENESS OF THIS REGISTRATION STATEMENT AND IN ACCORDANCE WITH SECTION 8(c) OF THE SECURITIES ACT OF 1933, AS AMENDED. 4 THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. 5 INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3, FILE NO. 333-43890 Phelps Dodge Corporation, PD Capital Trust I and PD Capital Trust II (the "Registrants") hereby incorporate by reference into this Registration Statement on Form S-3 in its entirety the Registration Statement on Form S-3 (file No. 333-43890) declared effective on January 18, 2001 by the Securities and Exchange Commission (the "Commission"), including each of the documents filed by the Registrants with the Commission and incorporated or deemed to be incorporated by reference therein. 6 EXHIBITS Set forth below is a list of the exhibits included as part of the Registration Statement.
EXHIBIT NO. DESCRIPTION - -------- ----------- 5.1 Opinion of Debevoise & Plimpton. 5.2 Opinion of Richards, Layton & Finger, P.A. relating to PD Capital Trust I. 5.3 Opinion of Richards, Layton & Finger, P.A. relating to PD Capital Trust II. 15.1 Letter from PricewaterhouseCoopers LLC with respect to unaudited interim financial information. 23.1 Consent of Debevoise & Plimpton (included in Exhibit 5.1). 23.2 Consent of PricewaterhouseCoopers LLP. 23.3 Consents of Richards, Layton & Finger, P.A. (included in Exhibits 5.2 and 5.3.) 24.1 Power of Attorney (filed as Exhibit 24.1 to the Registration Statement on Form S-3 of the Registrants (file No. 333-43890) and incorporated herein by reference).
7 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, PHELPS DODGE CORPORATION CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED IN NEW YORK, NEW YORK ON THE 24TH DAY OF MAY, 2001. PHELPS DODGE CORPORATION By: /s/ J. Steven Whisler --------------------------------- J. Steven Whisler Chairman, President and Chief Executive Officer PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT IN THE CAPACITIES INDICATED AND ON THE 24TH DAY OF MAY, 2001.
SIGNATURE TITLE --------- ----- /s/ J. Steven Whisler Chairman, President and Chief Executive Officer - ------------------------------------- (Principal Executive Officer) J. Steven Whisler /s/ Ramiro G. Peru Senior Vice President and Chief Financial Officer - ------------------------------------ (Principal Financial Officer) Ramiro G. Peru /s/ Stanton K. Rideout Vice President and Controller - -------------------------------------------- (Principal Accounting Officer) Stanton K. Rideout
Robert N. Burt, Archie W. Dunham, William A. Franke, Paul Hazen, Manuel J. Iraola, Marie L. Knowles, Robert D. Krebs, Southwood J. Morcott, Gordon R. Parker, Directors By:/s/ Ramiro G. Peru ------------------- Ramiro G. Peru, Attorney-in-Fact 8 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, EACH OF PD CAPITAL TRUST I AND PD CAPITAL TRUST II CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN PHOENIX, ARIZONA, ON THE 24TH DAY OF MAY, 2001. PD CAPITAL TRUST I By:Phelps Dodge Corporation as Depositor By:/s/ Gregory W. Stevens ---------------------------------------- Gregory W. Stevens Vice President and Treasurer PD CAPITAL TRUST II By:Phelps Dodge Corporation as Depositor By:/s/ Gregory W. Stevens ---------------------------------------- Gregory W. Stevens Vice President and Treasurer 9
EXHIBIT NO. EXHIBIT INDEX - ------- ------------- 5.1 Opinion of Debevoise & Plimpton. 5.2 Opinion of Richards, Layton & Finger, P.A. relating to PD Capital Trust I. 5.3 Opinion of Richards, Layton & Finger, P.A. relating to PD Capital Trust II. 15.1 Letter from PricewaterhouseCoopers LLC with respect to unaudited interim financial information. 23.1 Consent of Debevoise & Plimpton (included in Exhibit 5.1). 23.2 Consent of PricewaterhouseCoopers LLP. 23.3 Consents of Richards, Layton & Finger, P.A. (included in Exhibits 5.2 and 5.3.) 24.1 Power of Attorney (filed as Exhibit 24.1 to the Registration Statement on Form S-3 of the Registrants (file No. 333-43890) and incorporated herein by reference).
EX-5.1 2 y49729ex5-1.txt OPINION OF DEBEVOISE & PLIMPTON 1 Exhibit 5.1 May 24, 2001 Phelps Dodge Corporation 2600 North Central Avenue Phoenix, Arizona 85004-3014 Phelps Dodge Corporation PD Capital Trust I PD Capital Trust II Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as counsel to Phelps Dodge Corporation, a New York corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "1933 Act"), of a Registration Statement of the Company and of PD Capital Trust I and PD Capital Trust II (collectively, the "PD Capital Trusts"), on Form S-3 (the "Initial Registration Statement"), relating to the proposed issuance from time to time of (a) common shares (the "Common Shares"), (b) preferred shares (the "Preferred Shares"), (c) senior debt securities (the "Senior Debt Securities"), (d) junior subordinated debt securities (the "Junior Subordinated Debt Securities," and together with the Senior Debt Securities, the "Debt Securities"), (e) share purchase contracts (the "Share Purchase Contracts") to purchase Common Shares, (f) share purchase units (the "Share Purchase Units"), each representing ownership of a share purchase contract and Debt Securities, Preferred Securities or debt obligations of third parties, (g) warrants (the "Warrants") for the purchase of other Securities (as hereinafter defined) under one or more warrant agreements (the "Warrant Agreements"), (h) preferred securities of the PD Capital Trusts (the "Preferred Securities") and (i) guarantees (the "Guarantees") of the Preferred Securities ((a) through (i), collectively, the "Securities"), in one or more series with an aggregate offering price of up to $750,000,000, the Senior Debt Securities to be issued under an Indenture, dated as of September 22, 1997 (together with any supplements or amendments thereto, the "Senior Indenture"), from the Company to The Chase 2 Manhattan Bank, as trustee (together with any successor or additional trustee named under the Senior Indenture, the "Senior Trustee," such Senior Trustee being First Union National Bank pursuant to the Tripartite/Conversion Agreement, dated as of August 8, 2000 (the "Tripartite/Conversion Agreement"), by and between The Chase Manhattan Bank and First Union National Bank), and the Junior Subordinated Debt Securities to be issued under a Subordinated Indenture, dated as of August 11, 2000 (together with any supplements or amendments thereto, the "Subordinated Indenture"), from the Company to First Union National Bank, as trustee (together with any successor or additional trustee named under the Subordinated Indenture, the "Subordinated Trustee") and a Registration Statement on Form S-3 under the 1933 Act pursuant to Rule 462(b) under the 1933 Act to increase the maximum aggregate amount of securities registered pursuant to the Initial Registration Statement (the "Rule 462(b) Registration Statement", and together with the Initial Registration Statement, the "Registration Statement"). In so acting, we have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such records, documents and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. Based upon the foregoing, we are of the following opinion: The Company is validly existing as a corporation in good standing under the laws of the State of New York. 2 3 1. Upon (a) due authorization of the issuance and delivery of any Common Shares by all necessary corporate action of the Company, (b) issuance and delivery of such Common Shares in the manner described in the Registration Statement and the Prospectus and in accordance with the terms of the underwriting agreements relating thereto (the forms of which are to be filed with the Commission as an exhibit to a report on Form 8-K under the Securities Exchange Act of 1934, as amended (the "1934 Act")), against payment of the consideration fixed therefor by the board of directors of the Company or a duly authorized committee thereof, (c) if issued upon the exercise of any Warrants, the form of which is to be filed with the Commission as an exhibit to a report on Form 8-K under the 1934 Act, issuance as contemplated by the terms thereof and of the Warrant Agreements relating thereto, the form of which is to be filed with the Commission as an exhibit to a report on Form 8-K under the 1934 Act, and (d) if issued pursuant to Share Purchase Contracts, the form of which is to be filed with the Commission as an exhibit to a report on Form 8-K under the 1934 Act, issuance and sale as contemplated by the terms thereof and of the agreements relating thereto, such Common Shares will be duly authorized, validly issued and outstanding, fully paid and non-assessable. 2. Upon (a) due establishment of the terms of any Preferred Shares in conformity with the Company's Restated Certificate of Incorporation, as amended, so as not to violate any then applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, (b) the filing with the Secretary of State of the State of New York of a certificate of designation fixing and determining the terms of such Preferred Shares, (c) due authorization of the issuance and delivery of such Preferred Shares by all necessary corporate action of the Company, (d) issuance and delivery of such Preferred Shares in the manner described in the Registration Statement and the Prospectus and in accordance with the terms of the underwriting agreements relating thereto (the forms of which are to be filed with the Commission as an exhibit to a report on Form 8-K under the 1934 Act), against payment of the consideration fixed therefor by the board of directors of the Company or a duly authorized committee thereof, and (e) if issued upon the exercise of any Warrants, the form of which is to be filed with the Commission as an exhibit to a report on Form 8-K under the 1934 Act, issuance as contemplated by the terms thereof and of the Warrant Agreements relating thereto, the form of which is to be filed with the Commission as an exhibit to a report on Form 8-K under the 1934 Act, such Preferred Shares will be duly authorized, validly issued and outstanding, fully paid and non-assessable. 3. When (a) the issuance, execution and delivery by the Company of any of the Share Purchase Contracts, the form of which is to be filed with the Commission as an exhibit to a report on Form 8-K under the 1934 Act, and the Share Purchase Units shall have been duly authorized by all necessary corporate action of the Company, (b) the 3 4 agreements relating thereto shall have been duly executed and delivered by the parties thereto, and (c) the Share Purchase Contracts and the Share Purchase Units shall have been duly executed and delivered by the Company and any other necessary signatories thereto and sold as contemplated by the Registration Statement and the Prospectus, against payment of the consideration fixed therefor by the board of directors of the Company or a duly authorized committee thereof, assuming that the terms of such Share Purchase Contracts and the Share Purchase Units have been established so as not to violate any then applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, the Share Purchase Contracts and the Share Purchase Units will be validly issued and will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability relating to or affecting the rights of creditors and by general principles of equity (whether considered in a proceeding at law or in equity). 4. Upon (a) due authorization of the issuance, execution and delivery by the Company of any of the Warrants and the Warrant Agreements, the forms of which are to be filed with the Commission as exhibits to a report on Form 8-K under the 1934 Act, relating thereto by all necessary corporate action of the Company, (b) due execution and delivery of such Warrant Agreements by the respective parties thereto, (c) due execution and delivery of such Warrants by the Company in accordance with the terms of the underwriting agreements relating thereto (the forms of which are to be filed with the Commission as an exhibit to a report on Form 8-K under the 1934 Act), (d) countersignature of such Warrants by the warrant agent, and (e) sale of such Warrants as contemplated by each of the Registration Statement, the Prospectus and the Warrant Agreements relating thereto, against payment of the consideration fixed therefor by the board of directors of the Company or a duly authorized committee thereof, assuming that the terms of such Warrants and Warrant Agreements have been established so as not to violate any then applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, such Warrants will be validly issued and will be enforceable against the Company in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability relating to or affecting the rights of creditors and by general principles of equity (whether considered in a proceeding at law or in equity). 5. When (a) the issuance, execution and delivery by the Company of any of the Senior Debt Securities shall have been duly authorized by all necessary corporate action of the Company and (b) such Senior Debt Securities shall have been duly executed and delivered by the Company, authenticated by the Senior Trustee and sold 4 5 (i) as contemplated by each of the Registration Statement, the Prospectus and the Senior Indenture, (ii) in accordance with the terms of the underwriting agreements relating thereto, the forms of which are to be filed with the Commission as an exhibit to a report on Form 8-K under the 1934 Act, (iii) against payment of the consideration fixed therefor by the board of directors of the Company, a duly authorized committee thereof or any two of the Chairman, President and Chief Executive Officer, the Senior Vice President and Chief Financial Officer and the Vice President and Treasurer (to the extent that the resolutions of the board of directors of the Company authorizing such action by such officers remain in full force and effect), and (iv) if issued upon the exercise of any Warrants, the form of which is to be filed with the Commission as an exhibit to a report on Form 8-K under the 1934 Act, as contemplated by the terms thereof and of the Warrant Agreements relating thereto, the form of which is to be filed with the Commission as an exhibit to a report on Form 8-K under the 1934 Act, assuming that the terms of such Senior Debt Securities have been established so as not to violate any then applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and assuming that the Tripartite/Conversion Agreement, is legally valid, binding, enforceable against the parties thereto and in full force and effect, such Senior Debt Securities will be validly issued and will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability relating to or affecting the rights of creditors and by general principles of equity (whether considered in a proceeding at law or in equity). 6. When (a) the issuance, execution and delivery by the Company of any of the Junior Subordinated Debt Securities shall have been duly authorized by all necessary corporate action of the Company and (b) such Junior Subordinated Debt Securities shall have been duly executed and delivered by the Company, authenticated by the Subordinated Trustee and sold (i) as contemplated by each of the Registration Statement, the Prospectus and the Subordinated Indenture, 5 6 (ii) in accordance with the terms of the underwriting agreements relating thereto (the forms of which are to be filed with the Commission as an exhibit to a report on Form 8-K under the 1934 Act), (iii) against payment of the consideration fixed therefor by the board of directors of the Company, a duly authorized committee thereof or any two of the Chairman, President and Chief Executive Officer, the Senior Vice President and Chief Financial Officer and the Vice President and Treasurer (to the extent that the resolutions of the board of directors of the Company authorizing such action by such officers remain in full force and effect), and (iv) if issued upon the exercise of any Warrants, the form of which is to be filed with the Commission as an exhibit to a report on Form 8-K under the 1934 Act, as contemplated by the terms thereof and of the Warrant Agreements relating thereto, the form of which is to be filed with the Commission as an exhibit to a report on Form 8-K under the 1934 Act, assuming that the terms of such Junior Subordinated Debt Securities have been established so as not to violate any then applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, such Junior Subordinated Debt Securities will be validly issued and will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability relating to or affecting the rights of creditors and by general principles of equity (whether considered in a proceeding at law or in equity). 7. When (a) the execution and delivery of any Guarantee shall have been duly authorized by all necessary corporate action of the Company, (b) such Guarantee shall have been duly executed and delivered by the Company, (c) the Preferred Securities to which such Guarantee relates shall have been duly issued and sold and the purchase price therefor has been received by the respective PD Capital Trust, and (d) the Guarantee shall have been qualified under the Trust Indenture Act of 1939, as amended, such Guarantee will constitute a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability relating to or affecting the rights of creditors and by general principles of equity (whether considered in a proceeding at law or in equity). Our opinion expressed above is limited to the federal laws of the United States of America and the laws of the State of New York. 6 7 We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading "Validity of the Securities" in the Prospectus. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the Commission thereunder. Very truly yours, /s/ Debevoise & Plimpton 7 EX-5.2 3 y49729ex5-2.txt OPINION OF RICHARDS, LAYTON & FINGER, P.A. 1 Exhibit 5.2 May 24, 2001 PD Capital Trust I c/o Phelps Dodge Corporation 2600 North Central Avenue Phoenix, Arizona 85004 Re: PD Capital Trust I Ladies and Gentlemen: We have acted as special Delaware counsel for Phelps Dodge Corporation, a New York corporation (the "Company"), and PD Capital Trust I, a Delaware business trust (the "Trust"), in connection with the matters set forth herein. At your request, this opinion is being furnished to you. For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following: (a) The Certificate of Trust of the Trust (the "Certificate of Trust"), as filed in the office of the Secretary of State of the State of Delaware (the "Secretary of State") on August 7, 2000; (b) The Trust Agreement of the Trust, dated as of August 7, 2000 (the "Original Trust Agreement"), among the Company, First Union Trust Company, National Association, a national banking association with its principal place of business in the State of Delaware ("FUTC"), as Delaware trustee (the "Delaware Trustee"), and First Union National Bank, a national banking association ("FUNB"), as property trustee (the "Property Trustee"); (c) A form of Amended and Restated Trust Agreement for the Trust, among the Company, the Delaware Trustee, the Property Trustee, the administrative trustees named therein (the "Administrative Trustees"), and the holders, from time to time, of 2 PD Capital Trust I May 24, 2001 Page 2 the undivided beneficial ownership interests in the assets of such Trust (including Exhibits B and D thereto) (the "Amended and Restated Trust Agreement;" and, together with the Original Trust Agreement, the "Trust Agreement"); (d) The Registration Statement (the "First Registration Statement") on Form S-3, including a preliminary prospectus with respect to the Trust and PD Capital Trust II (the "Prospectus"), relating to the Preferred Securities of the Trust representing preferred undivided beneficial ownership interests in the assets of the Trust (each, a "Preferred Security" and collectively, the "Preferred Securities"), filed by the Company, the Trust and PD Capital Trust II with the Securities and Exchange Commission (the "Commission") on August 16, 2001 and the related registration statement (the "Second Registration Statement") on form S-3, incorporating therein by reference the First Registration Statement, filed with Commission on May 24, 2001, pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the First Registration Statement and the Second Registration Statement are collectively referred to as the "Registration Statement"); and (e) A Certificate of Good Standing for the Trust, dated May 24, 2001, obtained from the Secretary of State. Initially capitalized terms used herein and not otherwise defined are used as defined in the Trust Agreement. For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (e) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (e) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that bears upon or is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects. With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures. For purposes of this opinion, we have assumed (i) that the Trust Agreement will constitute the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the creation, operation and termination of the Trust, that the Certificate of Trust is in full force and effect and has not been amended and that the Trust 3 PD Capital Trust I May 24, 2001 Page 3 Agreement will be in full force and effect and will not be amended, (ii) except to the extent provided in paragraph 1 below, the due creation or due organization or due formation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its creation, organization or formation, (iii) the legal capacity of natural persons who are parties to the documents examined by us, (iv) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) the due authorization, execution and delivery by all parties thereto of all documents examined by us, (vi) the receipt by each Person to whom a Preferred Security is to be issued by the Trusts (collectively, the "Preferred Security Holders") of a Preferred Security Certificate for such Preferred Security and the payment for the Preferred Security acquired by it, in accordance with the Trust Agreement and the Registration Statement, and (vii) that the Preferred Securities are issued and sold to the Preferred Security Holders in accordance with the Trust Agreement and the Registration Statement. We have not participated in the preparation of the Registration Statement or Prospectus and assume no responsibility for their contents. This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder which are currently in effect. Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that: 1. The Trust has been duly created and is validly existing in good standing as a business trust under the Delaware Business Trust Act, 12 Del. C.Section 3801, et seq. 2. 3. The Preferred Securities of the Trust have been duly authorized by the Trust Agreement and will be duly and validly issued and, subject to the qualifications set forth in paragraph 3 below, fully paid and nonassessable undivided beneficial interests in the assets of the Trust. 4. 5. The Preferred Security Holders, as beneficial owners of the Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that the Preferred Security Holders may be obligated to make payments as set forth in the Trust Agreement. 6. 7. 8. 4 PD Capital Trust I May 24, 2001 Page 4 We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In addition, we hereby consent to the reference to us as local counsel under the heading "Validity of the Securities" in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of Persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Richards, Layton & Finger, P.A. DKD/DSG/rmc EX-5.3 4 y49729ex5-3.txt OPINION OF RICHARDS, LAYTON & FINGER, P.A. 1 Exhibit 5.3 May 24, 2001 PD Capital Trust II c/o Phelps Dodge Corporation 2600 North Central Avenue Phoenix, Arizona 85004 Re: PD Capital Trust II Ladies and Gentlemen: We have acted as special Delaware counsel for Phelps Dodge Corporation, a New York corporation (the "Company"), and PD Capital Trust II, a Delaware business trust (the "Trust"), in connection with the matters set forth herein. At your request, this opinion is being furnished to you. For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following: (a) The Certificate of Trust of the Trust (the "Certificate of Trust"), as filed in the office of the Secretary of State of the State of Delaware (the "Secretary of State") on August 7, 2000; (b) The Trust Agreement of the Trust, dated as of August 7, 2000 (the "Original Trust Agreement"), among the Company, First Union Trust Company, National Association, a national banking association with its principal place of business in the State of Delaware ("FUTC"), as Delaware trustee (the "Delaware Trustee"), and First Union National Bank, a national banking association ("FUNB"), as property trustee (the "Property Trustee"); (c) A form of Amended and Restated Trust Agreement for the Trust, among the Company, the Delaware Trustee, the Property Trustee, the administrative trustees named therein (the "Administrative Trustees"), and 2 PD Capital Trust II May 24, 2001 Page 2 the holders, from time to time, of the undivided beneficial ownership interests in the assets of such Trust (including Exhibits B and D thereto) (the "Amended and Restated Trust Agreement;" and, together with the Original Trust Agreement, the "Trust Agreement"); (d) The Registration Statement (the "First Registration Statement") on Form S-3, including a preliminary prospectus with respect to the Trust and PD Capital Trust I (the "Prospectus"), relating to the Preferred Securities of the Trust representing preferred undivided beneficial ownership interests in the assets of the Trust (each, a "Preferred Security" and collectively, the "Preferred Securities"), filed by the Company, the Trust and PD Capital Trust I with the Securities and Exchange Commission (the "Commission") on August 16, 2001 and the related registration statement (the "Second Registration Statement") on form S-3, incorporating therein by reference the First Registration Statement, filed with Commission on May 24, 2001, pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the First Registration Statement and the Second Registration Statement are collectively referred to as the "Registration Statement"); and (e) A Certificate of Good Standing for the Trust, dated May 24, 2001, obtained from the Secretary of State. Initially capitalized terms used herein and not otherwise defined are used as defined in the Trust Agreement. For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (e) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (e) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that bears upon or is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects. With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures. For purposes of this opinion, we have assumed (i) that the Trust Agreement will constitute the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the creation, operation and termination of the Trust, that the Certificate of Trust is in full force and effect and has not been amended and that the Trust 3 PD Capital Trust II May 24, 2001 Page 3 Agreement will be in full force and effect and will not be amended, (ii) except to the extent provided in paragraph 1 below, the due creation or due organization or due formation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its creation, organization or formation, (iii) the legal capacity of natural persons who are parties to the documents examined by us, (iv) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) the due authorization, execution and delivery by all parties thereto of all documents examined by us, (vi) the receipt by each Person to whom a Preferred Security is to be issued by the Trusts (collectively, the "Preferred Security Holders") of a Preferred Security Certificate for such Preferred Security and the payment for the Preferred Security acquired by it, in accordance with the Trust Agreement and the Registration Statement, and (vii) that the Preferred Securities are issued and sold to the Preferred Security Holders in accordance with the Trust Agreement and the Registration Statement. We have not participated in the preparation of the Registration Statement or Prospectus and assume no responsibility for their contents. This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder which are currently in effect. Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that: 1. The Trust has been duly created and is validly existing in good standing as a business trust under the Delaware Business Trust Act, 12 Del. C.Section3801, et seq. 2. 3. The Preferred Securities of the Trust have been duly authorized by the Trust Agreement and will be duly and validly issued and, subject to the qualifications set forth in paragraph 3 below, fully paid and nonassessable undivided beneficial interests in the assets of the Trust. 4. 4 PD Capital Trust II May 24, 2001 Page 4 5. The Preferred Security Holders, as beneficial owners of the Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that the Preferred Security Holders may be obligated to make payments as set forth in the Trust Agreement. We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In addition, we hereby consent to the reference to us as local counsel under the heading "Validity of the Securities" in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of Persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Richards, Layton & Finger, P.A. DKD/DSG/rmc EX-15.1 5 y49729ex15-1.txt LETTER FROM PRICEWATERHOUSECOOPERS LLC 1 Exhibit 15.1 May 24, 2001 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We are aware that our report dated April 23, 2001 on our review of interim financial information of Phelps Dodge Corporation (the "Company") as of and for the period ended March 31, 2001 and included in the Company's quarterly report on Form 10-Q for the quarter then ended is incorporated by reference in the Registration Statement on Form S-3 dated May 24, 2001. Very truly yours, PricewaterhouseCoopers LLP EX-23.2 6 y49729ex23-2.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated January 24, 2001 relating to the financial statements, which appears in Phelps Dodge Corporation's Annual Report on Form 10-K for the year ended December 31, 2000. We also consent to the incorporation by reference of our report dated January 24, 2001 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. We also consent to the references to us under the headings "Experts" and "Selected Financial Information" in such Registration Statement. PricewaterhouseCoopers LLP Phoenix, Arizona May 24, 2001 -----END PRIVACY-ENHANCED MESSAGE-----