-----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, O+x5clZmiLCMKN5wHC3vWAmGq33yGBpQ6wHhfZ5qREWiQeslLVZY3gMYd8WIXH1I WcuQ5iUVLsWtcEO5qt1hDg== 0000950123-05-013828.txt : 20051117 0000950123-05-013828.hdr.sgml : 20051117 20051117172951 ACCESSION NUMBER: 0000950123-05-013828 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051115 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Material Impairments FILED AS OF DATE: 20051117 DATE AS OF CHANGE: 20051117 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00082 FILM NUMBER: 051213475 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 8-K 1 y14927e8vk.htm 8-K 8-K
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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
November 15, 2005
(Date of Report/Date of earliest event reported)
PHELPS DODGE CORPORATION
(Exact name of registrant as specified in its charter)
      
NEW YORK
(State or other jurisdiction
of incorporation) 		  001-00082
(Commission File Number) 		  13-1808503
(IRS Employer
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)
N/A
(Former name or former address, if changed since last report)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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
ITEM 2.06 MATERIAL IMPAIRMENTS
SIGNATURES

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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
     On November 15, 2005, Phelps Dodge Corporation, a New York corporation (“Phelps Dodge”) entered into a Master Agreement and Plan of Merger (the “Master Agreement”) with Columbian Chemicals Company, a wholly owned subsidiary of Phelps Dodge and a Delaware corporation (the “Company”), Columbian Chemicals Acquisition LLC, a Delaware limited liability company (“Columbian Acquisition”), and Columbian Chemicals Merger Sub, Inc., a Delaware corporation wholly owned by Columbian Acquisition (“Merger Sub”), pursuant to which the Company, a leading manufacturer of rubber and industrial carbon-black products, will be acquired by Columbian Acquisition. Columbian Acquisition is owned by One Equity Partners LLC, a private equity affiliate of JPMorgan Chase & Co., and DC Chemical Co., Ltd., a Korean chemical manufacturer.
     Under the terms of the Master Agreement, Phelps Dodge expects to receive cash proceeds of approximately $600 million, including approximately $115 million of Columbian’s foreign-held cash to be distributed to Phelps Dodge. The transaction is expected to result in an approximate $60 million special, net after-tax loss.
     The transaction is subject to customary closing conditions, including regulatory approvals.
     Under the Master Agreement, Phelps Dodge has agreed to provide a customary indemnity for breach of representations and warranties.
ITEM 2.06 MATERIAL IMPAIRMENTS
     In connection with the transaction contemplated in the Master Agreement described in Item 1.01, on November 15, 2005, Phelps Dodge determined that an impairment charge was required and expects to recognize an after-tax impairment charge of approximately $16 million for its goodwill. The amount of the charge is based on preliminary estimates, and is subject to change based upon the actual fourth quarter results of Phelps Dodge.
     The after-tax impairment charge is included in the net after-tax loss on the transaction discussed in Item 1.01, and will be recognized in the quarter ended December 31, 2005, together with approximately $3 million of net after-tax losses that relate primarily to taxes on certain repatriated foreign income and employee-related costs. The balance of the net after-tax loss will be recorded at or subsequent to the closing of the transaction.

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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    
    Name:   S. David Colton   
    Title:   Senior Vice President and
General Counsel 		  
 
  Date: November 17, 2005  
     
 
 

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