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).