-----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, CepI9XHuNzlDNcOrjRajt7QrjiTL8GnFOVOzwYES0X6J/JS8dr5UCir8Mm9pS7yT 1eCzAIj7qt+t2z5a3/Hy6w== 0000950147-99-000867.txt : 19990816 0000950147-99-000867.hdr.sgml : 19990816 ACCESSION NUMBER: 0000950147-99-000867 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990813 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: 10-Q SEC ACT: SEC FILE NUMBER: 001-00082 FILM NUMBER: 99687957 BUSINESS ADDRESS: STREET 1: 2600 NORTH CENTRAL AVE CITY: PHOENIX STATE: AZ ZIP: 85004 BUSINESS PHONE: 6022348100 MAIL ADDRESS: STREET 1: 2600 NORTH CENTRAL AVENUE CITY: PHOENIX STATE: AZ ZIP: 85004-3089 10-Q 1 QUARTERLY REPORT FOR THE QTR ENDED 6/30/99 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 1999 Commission file number 1-82 PHELPS DODGE CORPORATION (a New York corporation) 13-1808503 (I.R.S. Employer Identification No.) 2600 N. Central Avenue, Phoenix, AZ 85004-3089 Registrant's telephone number: (602) 234-8100 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]. Number of Common Shares outstanding at August 11, 1999: 57,994,102 shares. ================================================================================ - i - PHELPS DODGE CORPORATION Quarterly Report on Form 10-Q For the Quarter Ended June 30, 1999 Table of Contents Page ---- Part I. Financial Information Item 1. Financial Statements Statement of Consolidated Operations .................... 1 Consolidated Balance Sheet .............................. 2 Consolidated Statement of Cash Flows .................... 3 Consolidated Statement of Common Shareholders' Equity ... 4 Financial Data by Business Segment ...................... 5 Notes to Consolidated Financial Information ............. 6 Review by Independent Accountants ....................... 8 Report of Independent Accountants on Review of Interim Financial Information .......................... 9 Item 2. Management's Discussion and Analysis Results of Operations ................................... 10 Results of Phelps Dodge Mining Company .................. 11 Results of Phelps Dodge Industries ...................... 12 Other Matters Relating to the Statement of Consolidated Operations ................................ 13 Changes in Financial Condition .......................... 15 Part II. Other Information Item 1. Legal Proceedings ....................................... 15 Item 4. Submission of Matters to a Vote of Security Holders ..... 16 Item 6. Exhibits and Reports on Form 8-K ........................ 16 Signatures ....................................................... 16 Index to Exhibits ................................................ 16 -1- PHELPS DODGE CORPORATION AND SUBSIDIARIES Part I. Financial Information

See Notes to Consolidated Financial Information. -2- CONSOLIDATED BALANCE SHEET (Unaudited; in millions)

See Notes to Consolidated Financial Information. -3- CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited; in millions)

See Notes to Consolidated Financial Information. -4- CONSOLIDATED STATEMENT OF COMMON SHAREHOLDERS' EQUITY (Unaudited; in millions)

DISCLOSURE OF RECLASSIFICATION AMOUNT: * The 1999 reclassification adjustment represents the write-off of cumulative translation adjustments as a result of the sale of PD Mining Ltd. See Notes to Consolidated Financial Information. -5- FINANCIAL DATA BY BUSINESS SEGMENT (Unaudited; in millions)

* Other segments include Accuride Corporation which was sold effective January 1, 1998. (See Note 5 for a further discussion of this sale.) -6- NOTES TO CONSOLIDATED FINANCIAL INFORMATION (Unaudited) 1. The unaudited consolidated financial information presented herein has been prepared in accordance with the instructions to Form 10-Q and does not include all of the information and note disclosures required by generally accepted accounting principles. Therefore, this information should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K for the year ended December 31, 1998. This information reflects all adjustments that are, in the opinion of management, necessary to a fair statement of the results for the interim periods reported. 2. The results of operations for the three-month and six-month periods ended June 30, 1999, are not necessarily indicative of the results to be expected for the full year. 3. Depending on market circumstances, we may periodically purchase or liquidate various copper price protection contracts for a portion of our expected future mine production to mitigate the risk of adverse price fluctuations. We currently have no such copper price protection contracts in place. 4. On June 30, 1999, we announced a plan to reduce costs and improve operating performance at all three of our business segments by (i) curtailing higher-cost copper production by temporarily closing our Hidalgo smelter in New Mexico and the smaller of two concentrators at our Morenci mining operations in Arizona, as well as curtailing production by 50 percent at our copper refinery in El Paso, Texas; (ii) selling a non-core South African fluorspar mining unit; (iii) restructuring certain wire and cable assets to respond to changing market conditions; and (iv) suspending operations at Columbian Chemicals Company's carbon black plant in the Philippines. These actions resulted in a total non-recurring, pre-tax charge of $84.7 million (or $58.7 million, $1.01 per share, after taxes and minority interests) in the 1999 second quarter. Our mining segment had non-recurring, pre-tax charges of $34.5 million in the 1999 second quarter, including $7.0 million resulting from a loss on the sale of our fluorspar mining operation in South Africa. The curtailments and temporary suspensions of certain operations associated with the mining segment restructuring are expected to result in a reduction in total average annual copper production of 150 million pounds (130 million pounds for our interest). The temporary closures and curtailments will occur during the second half of 1999 and will result in the elimination of nearly 900 positions, including temporary and contract employees. The restructuring at our mining segment comprised the following charges: - --------------------------------------------------------------------------------

- -------------------------------------------------------------------------------- For the mining segment, the revenue and operating income or loss from the temporarily closed or sold operations were either not separately identifiable or were immaterial. Our specialty chemicals segment had non-recurring, pre-tax charges of $19.9 million in the 1999 second quarter for costs associated with the suspension of its carbon black operations in the Philippines. The operations will be suspended by the end of 1999 which will result in the elimination of approximately 80 jobs. The restructuring at our specialty chemicals segment comprised the following charges: - --------------------------------------------------------------------------------

- -------------------------------------------------------------------------------- Our wire and cable segment had non-recurring, pre-tax charges of $30.1 million in the 1999 second quarter for costs associated with the restructuring of some of its operations in North and South America. Included in that amount was $1.7 million for the write-off of a -7- small equity basis investment that was charged to miscellaneous income and expense. Operations to be closed in the wire and cable restructuring include the Phelps Dodge Magnet Wire plant in Hopkinsville, Kentucky, which will be closed in the year 2000, and two small high performance conductor plants in New Jersey which will be closed by mid-year 2000. Additionally, a plant located in Ecuador will cease manufacturing wire and cable products in the 1999 third quarter. Certain equipment from the closed facilities will be re-deployed to other manufacturing facilities resulting in no overall loss in production capacity. The overall wire and cable restructuring will result in the elimination of nearly 700 full-time, permanent positions. The restructuring comprised the following charges: - --------------------------------------------------------------------------------

- -------------------------------------------------------------------------------- The revenue and operating income or loss (before non-recurring, restructuring charges) from operations that will not be continued and that can be separately identified for the specialty chemical and wire and cable segments are as follows: - --------------------------------------------------------------------------------

- -------------------------------------------------------------------------------- 5. Effective January 1, 1998, we sold a 90 percent interest in our wheel and rim manufacturing business, Accuride Corporation and related subsidiaries (Accuride), to an affiliate of Kohlberg Kravis Roberts and Co. (KKR) and the existing management of Accuride. That sale resulted in a pre-tax gain of $186.1 million in the first half of 1998 ($122.8 million after taxes, or $2.09 per common share). The remaining 10 percent interest in Accuride was sold to RSTW Partners III, L.P., on September 30, 1998, resulting in a pre-tax gain of $12.6 million ($8.3 million after taxes, or $0.14 per common share). Under the terms of the sales agreements, we received total proceeds of $465.9 million from the two transactions, less $16.4 million in working capital adjustments and transaction costs. 6. In the 1999 first quarter, we adopted SOP 98-5, "Reporting on the Costs of Start-Up Activities." The implementation resulted in a $3.5 million after-tax charge, or $0.06 cents per common share, representing the write-off of previously unamortized start-up costs at our Candelaria mining operation in Chile and our magnet wire operation in Monterrey, Mexico. 7. In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." This statement requires recognition of all derivatives as either assets or liabilities on the balance sheet and measurement of those instruments at fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income (loss). Proper accounting for changes in fair value of derivatives held is dependent on whether the derivative transaction qualifies as an accounting hedge and on the classification of the hedge transaction. The statement was originally required to be adopted in the first quarter of 2000. Citing concerns about companies' ability to modify their information systems and educate their managers in time to apply SFAS No.133, the Financial Accounting Standards Board has delayed its effective date for one year. We are evaluating the effect this statement will have on our financial reporting and disclosures as well as on our derivative and hedging activities. 8. On June 23, 1999, our board of directors declared a regular quarterly dividend of 50 cents per common share for the 1999 third quarter. This dividend is to be paid on -8- September 10, 1999, to common shareholders of record at the close of business on August 19, 1999. This has resulted in an outstanding dividends payable balance of $29.0 million as of June 30, 1999. REVIEW BY INDEPENDENT ACCOUNTANTS The financial information as of June 30, 1999, and for the three-month and six-month periods ended June 30, 1999 and 1998, included in Part I pursuant to Rule 10-01 of Regulation S-X has been reviewed by PricewaterhouseCoopers LLP (PricewaterhouseCoopers), our independent accountants, in accordance with standards established by the American Institute of Certified Public Accountants. PricewaterhouseCoopers' report is included in this quarterly report. PricewaterhouseCoopers does not carry out any significant or additional audit tests beyond those that would have been necessary if its report had not been included in this quarterly report. Accordingly, such report is not a "report" or "part of a registration statement" within the meaning of Sections 7 and 11 of the Securities Act of 1933 and the liability provisions of Section 11 of such Act do not apply. -9- REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Shareholders of the Phelps Dodge Corporation We have reviewed the accompanying consolidated balance sheet of Phelps Dodge Corporation and its subsidiaries as of June 30, 1999, and the related consolidated statements of operations, for each of the three-month and six-month periods ended June 30, 1999 and 1998 and the consolidated statement of cash flows and of common shareholders' equity for the six-month periods ended June 30, 1999 and 1998. This financial information is the responsibility of the Corporation's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated financial information referred to above for it to be in conformity with generally accepted accounting principles. We previously audited in accordance with generally accepted auditing standards, the consolidated balance sheet as of December 31, 1998, and the related consolidated statements of income, of cash flows and of common shareholders' equity for the year then ended (not presented herein), and in our report dated January 14, 1999, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet information as of December 31, 1998, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived. PricewaterhouseCoopers LLP Phoenix, Arizona July 12, 1999 -10- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS The U.S. securities laws provide a "safe harbor" for certain forward-looking statements. This quarterly report contains "forward-looking statements" that express expectations of future events or results. All statements based on future expectations rather than historical facts are forward-looking statements that involve a number of risks and uncertainties, and Phelps Dodge Corporation (the company, which may be referred to as Phelps Dodge, we, us or ours) cannot give assurance that such statements will prove to be correct. Please refer to the Management's Discussion and Analysis sections of the company's report on Form 10-K for the year ended December 31, 1998. RESULTS OF OPERATIONS EARNINGS The company had consolidated earnings in the second quarter of $1.2 million, or 2 cents per common share, before non-recurring, after-tax charges of $58.7 million, or $1.01 per common share ($61.0 million before minority interests) from a restructuring announced on June 30, 1999. (Please refer to Note 4 to the Consolidated Financial Information for a discussion of this restructuring plan.) Our second quarter net loss after the restructuring charges was $57.5 million, or 99 cents per common share. Net income in the 1998 second quarter was $40.4 million, or 69 cents per common share. Earnings for the six months ended June 30, 1999, were $1.7 million, or 3 cents per common share, before the restructuring charges and an after-tax charge of $3.5 million, or 6 cents per common share, recognized in the first quarter for the cumulative effect of an accounting change associated with unamortized start-up costs (please refer to Note 6 to the Consolidated Financial Information). The net loss for the six months ended June 30, 1999, after the non-recurring charges was $60.5 million, or $1.04 per common share. Earnings for the first half of 1998 were $81.3 million, or $1.39 per common share, before a non-recurring, after-tax gain of $122.8 million, or $2.09 per common share, from the sale of Accuride Corporation (please refer to Note 5 to the Consolidated Financial Information). Earnings before non-recurring items were less in the three-month and six-month periods ended June 30, 1999, than in the corresponding 1998 periods principally as a result of lower average copper prices and reduced earnings from our wire and cable segment. The average spot price per pound of cathode copper on the New York Commodity Exchange (COMEX) was approximately 11 cents per pound (14 percent) lower in the second quarter of 1999 than the second quarter of 1998, and 13 cents per pound (17 percent) lower than the average price in the first half of 1998. The effect of this price decrease was somewhat mitigated by decreased copper production costs and increased earnings at our specialty chemicals segment. The COMEX spot price per pound of copper cathode, upon which we base our selling price, averaged 67 cents in the second quarter and 65 cents in the first six months of 1999, compared with 78 cents in the corresponding 1998 periods. From July 1 to August 11, 1999, the COMEX price averaged 76 cents per pound, closing at 77 cents on August 11, 1999. Any material change in the price we receive for copper, or in our unit production costs, has a significant effect on our results. Our share of current annual production is approximately 1.6 billion pounds of copper. Accordingly, each 1-cent per pound change in our average annual realized copper price, or in our average annual unit production costs, causes a variation in annual operating income before taxes of approximately $16 million. Depending on market circumstances, we may periodically purchase or liquidate various copper price protection contracts for a portion of our expected future mine production to mitigate the risk of adverse price fluctuations. We currently have no such copper price protection contracts in place. The outlook for earnings in 1999 is uncertain due to the variability of copper prices and currency fluctuations. At copper prices ranging from 65 to 70 cents per pound, and excluding foreign currency exchange fluctuations, we believe the company should operate near breakeven. SALES Sales were $691.1 million in the 1999 second quarter and $1,354.2 million in the first six months of 1999, compared with $794.4 million and $1,592.7 million in the corresponding 1998 periods. The 1999 decreases principally resulted from lower average copper prices, lower sales volumes of copper and lower sales of wire and cable products, which were partially offset by higher sales volumes of carbon black. -11- RESULTS OF PHELPS DODGE MINING COMPANY Phelps Dodge Mining Company (PD Mining) is an international business comprising a group of companies involved in vertically integrated copper operations including mining, concentrating, electrowinning, smelting and refining, rod production, marketing and sales, and related activities. Copper is sold primarily to others as rod, cathode or concentrates, and as rod to our wire and cable segment. We also, at times, smelt and refine copper and produce copper rod for others on a toll basis. We also produce gold, silver, molybdenum and copper chemicals as by-products, and sulfuric acid from our air quality control facilities. This business segment also includes our other mining operations and investments (including silver and zinc operations) and our worldwide mineral exploration and development programs. - --------------------------------------------------------------------------------

- ---------- (A) Minority participant interests include (i) a 15 percent undivided interest in the Morenci, Arizona, copper mining complex held by Sumitomo Metal Mining Arizona, Inc., (ii) a one-third partnership interest in Chino Mines Company in New Mexico held by Heisei Minerals Corporation, and (iii) a 20 percent interest in Candelaria in Chile held by SMMA Candelaria, Inc., a jointly owned subsidiary of Sumitomo Metal Mining Co., Ltd. and Sumitomo Corporation. (B) Operating income has been presented in compliance with SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information" (with 1998 restated). 1999 includes a second quarter non-recurring, pre-tax charge of $34.5 million for costs associated with a restructuring (see Note 4 to the Consolidated Financial Information). - -------------------------------------------------------------------------------- -12- PD MINING - SALES Phelps Dodge Mining Company's sales and other operating revenues decreased by $89.1 million, or 20 percent, in the 1999 second quarter and by $186.2 million, or 21 percent, in the first six months of 1999 compared with the corresponding 1998 periods. These variances primarily reflected decreased average selling prices for copper that resulted in revenue reductions of approximately $65 million and $153 million, respectively. The sales and other operating revenue variance also reflected the effect of lower volumes associated with the indefinite suspension of operations at our Cobre copper mine in New Mexico and our Ojos del Salado copper mine in Chile, and the curtailment of production at our Chino copper operations in New Mexico that we announced in the 1998 fourth quarter. The Ojos del Salado suspension occurred on October 21, 1998, while the suspension of Cobre and the curtailment at Chino were completed in phases between October 21, 1998, and the 1999 first quarter. PD MINING - OPERATING INCOME PD Mining reported operating income of $1.4 million in the 1999 second quarter, before non-recurring, pre-tax charges of $34.5 million from a restructuring (please refer to Note 4 to the Consolidated Financial Information). This compares with $34.9 million in the corresponding 1998 period. For the six-month period ended June 30, 1999, PD Mining reported operating income of $6.5 million, before the effects of the restructuring charges, compared with operating income of $89.5 million in the corresponding 1998 period. These decreases primarily reflected the lower average copper prices and lower sales volumes of PD mined copper, partially offset by lower copper production costs. (Please refer to the preceding table.) Lower 1999 production costs were due in part to the 1998 curtailment and shutdown of certain higher cost operations. RESULTS OF PHELPS DODGE INDUSTRIES Phelps Dodge Industries (PD Industries), our manufacturing division, produces engineered products principally for the global energy, telecommunications and specialty chemicals sectors. Its operations are characterized by products with significant market share, internationally competitive cost and quality, and specialized engineering capabilities. The manufacturing division includes our specialty chemicals segment and our wire and cable segment. Our specialty chemicals segment includes Columbian Chemicals Company and its subsidiaries (Columbian). Our wire and cable segment includes Phelps Dodge Magnet Wire Company and its subsidiaries (PD Magnet Wire) and Phelps Dodge International Corporation and its affiliates (PDIC). - --------------------------------------------------------------------------------

- ---------- (A) Operating income has been presented in compliance with SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information" (with 1998 restated). (B) Includes a pre-tax charge of $19.9 million in the 1999 second quarter for costs associated with the suspension of operations at a carbon black plant in the Philippines. (C) Includes a pre-tax charge of $28.4 million in the 1999 second quarter for costs associated with restructuring of certain wire and cable operations. Another $1.7 million representing the write-off of a small equity basis investment was charged to miscellaneous income and expense. (D) See Note 5 to the Consolidated Financial Information for a description of the sale of our wheels and rims business in 1998. - -------------------------------------------------------------------------------- -13- PD INDUSTRIES - SALES PD Industries reported sales of $339.8 million in the second quarter and $658.8 million for the first six months of 1999, compared with $354.0 million and $711.1 million in the corresponding 1998 periods. The decreases principally reflected lower sales in the wire and cable segment, which were partially offset by higher sales volumes in the specialty chemicals segment. PD INDUSTRIES - OPERATING INCOME During the 1999 second quarter, PD Industries recorded operating income of $38.4 million before non-recurring charges of $48.3 million (please refer to Note 4 to the Consolidated Financial Information). This compares with $46.4 million in the corresponding 1998 period. Operating income in the first six months of 1999 was $73.2 million before the 1999 second quarter non-recurring charges, compared with $92.8 million in the first six months of 1998, before a $186.1 million pre-tax gain from the sale of Accuride. PD Industries' 1999 operating income decrease was principally due to the effect of continuing Asian and South American economic difficulties and a continued slowdown in aerospace and relevant electronic markets in the United States. These effects were partially offset by strong performances by our carbon black businesses, which had overall increases in sales volumes in excess of 30 percent compared with corresponding prior periods. These volume increases reflected the 1998 fourth quarter acquisition of a carbon black facility in Brazil, and the 1999 first quarter acquisition of a carbon black facility in Korea. OTHER MATTERS RELATING TO THE STATEMENT OF CONSOLIDATED OPERATIONS EXPLORATION AND RESEARCH AND DEVELOPMENT EXPENSE Our exploration and research and development expense for the first six months of 1999 was $21.1 million, compared with $26.3 million in the corresponding 1998 period. The decrease reflects continuing cutbacks in exploration programs in view of current market conditions; exploration charges were $16.1 million in the 1999 first half, compared with $20.5 million in the corresponding period in 1998. MISCELLANEOUS INCOME AND EXPENSE, NET Miscellaneous income and expense, net, decreased by $28.7 million in the first six months of 1999 compared with the corresponding 1998 period. This change primarily reflected a 1998 second quarter, pre-tax gain of $8.8 million from the dissolution of joint venture partnerships in the wire and cable business, 1999 currency exchange losses at our Brazilian operations of $11.3 million, $6.6 million in lower interest income and a $1.7 million pre-tax charge representing the write-off of an equity basis investment in the 1999 second quarter. INCOME TAXES Our federal income tax returns for the years 1990 through 1997 are either under examination or review by the Internal Revenue Service (IRS). The years 1994 through 1997 are currently being examined. We have received preliminary assessments for the years 1992 through 1994 and could reach an agreement with the IRS on these assessments before year end. Additionally, we have received proposed assessments for the years 1990 and 1991 and have reached a conditional settlement with the IRS appeals division on the issues involved. The settlement is conditioned on the recognition of certain inventory adjustments in 1994 and three subsequent years, our acceptance of not yet finalized "terms and conditions" to be imposed on those adjustments, and approval of the settlement agreement by the Joint Committee on Taxation. The 1990 - 1991 conditional settlement would result in a refund which would be substantially offset by the preliminary assessment amounts for the years 1992 through 1994. Our management believes it has made adequate provision so that final resolution of the issues involved, including application of those determinations to subsequent years, will not have an adverse effect on our consolidated financial condition or results of operations. EQUITY EARNINGS Equity in net earnings of affiliated companies increased in the first six months of 1999 by $4.6 million primarily due to the 1999 first quarter sale of land by our equity basis Philippine wire and cable operation. -14- YEAR 2000 We continue to review our "Year 2000" readiness. The Year 2000 issue stems from the predominant use in computer applications of a two-digit field to capture the year (e.g., "99" for 1999). Because the "19" is assumed in the date, when computers turn their clocks to the year 2000, the two-digit field will read "00" and some computer programs will assume the year is 1900. Programs that calculate, compare or sort on a date field may cause erroneous results and errors leading to the risk of business interruption or shutdown and other potential problems. The Year 2000 issue is a global issue that is very complex because of the many programs that may be impacted in any computer system. These computer systems are used to support the activities of our businesses including financial systems, process control technology and other computer-controlled equipment. We have identified the scope of the Year 2000 issue as it relates to our operations and all levels of management are providing leadership to effect workable solutions. A program office team has been assembled to oversee all facets of this project including information technology and process control system conversions, contracts and agreements with vendors, suppliers and customers, insurance policies and security systems. We are working with major industry associations and agencies in North America, Europe, Latin America and Asia Pacific to facilitate the sharing of strategies and solutions. We have hired PKS Systems Integration LLC, a consulting firm, to assist us in the assessment and implementation of our Year 2000 conversion. The conversion project has been structured into four phases: * inventory phase (100 percent complete); * assessment phase - the final cost estimation and action plan identification phase (100 percent complete); * remediation and testing phase (100 percent complete); and * field implementation phase (substantially completed for all information technology (IT) and non-IT systems with the exception of one significant system, used to track the movement of metals, that has been rescheduled for completion by the end of the 1999 third quarter). The process of identifying and prioritizing critical suppliers and customers has been completed. We have reviewed contracts and agreements with vendors, suppliers and customers. Appropriate language has been added to all new contracts and agreements to address our requirements for Year 2000 compliance. Where possible, existing contracts and agreements were amended for these same considerations. We prepared an inventory of all existing relationships with vendors and suppliers. We reviewed the nature of those relationships to determine whether the loss of service or product would result in a material impact to us. From that overall list, we identified vendors and suppliers that are considered key to our individual businesses, and we contacted each of those 554 vendors and suppliers. In special situations, such as suppliers of transportation, electrical power, communications, and water, we visited the suppliers to review their Year 2000 preparations. We received responses from all these vendors and suppliers, and we are convinced, based on the materials and information they supplied to us, that they are compliant. In a similar approach, we identified key customers and worked with them to determine compliance and assessed the nature of our relationship. In each of these cases, the customer was advanced in its Year 2000 preparation and provided a schedule for its overall compliance. Our investment in standardizing business system platforms over the past several years has streamlined and facilitated our Year 2000 conversion requirements by eliminating redundant technologies and allowing the sharing of services. These systems, some of which were IT systems and others of which were non-IT systems (mostly process control devices), were installed to meet other, non-Year 2000 business needs. As a part of the Year 2000 project, we have upgraded key financial and manufacturing systems in each operating unit and in the corporate headquarters by installing updates to purchased application software systems. These systems have been certified by their vendors to be compliant and tested in the context in which they will operate. The compliant versions of these systems currently function in support of day-to-day business. Non-information technology systems have been remediated where required to compliant versions. The updated systems have been tested at manufacturers' laboratories and on-site, and they have been demonstrated to be compliant. These systems also currently function in support of day-to-day business. The total cost associated with our Year 2000 conversion is not expected to be material to our financial position and should not exceed $5 million. This estimate does not include our potential share of Year 2000 costs that may be incurred at operations that we do not consolidate or those expenditures for planned system and process control upgrades that are undertaken for other reasons and also incorporate Year -15- 2000 compliant technology. Spending to date has been approximately $3 million. Failure to correct a material Year 2000 problem could result in a potential disruption to one or more of our operations. Such failures could materially and adversely affect our results of operations, liquidity and financial condition. Due to the general uncertainty inherent in the Year 2000 issue, resulting in part from the uncertainty of the readiness of suppliers and customers, we are unable to determine with any certainty the consequences of Year 2000 failures and the materiality of these potential failures. Therefore, we are in the process of developing contingency plans. A team from each operating unit, under the direction of an assigned project leader in the program office, is preparing a specific plan to address contingencies for that operation. Contingencies include failure of our own IT and non-IT systems, failure to deliver supplies, lack of transportation, failure of electrical power, and failure of other utilities. Our priorities in addressing these contingencies are safety, environment, customer service, and loss of production. The plans are scheduled for completion by October 31, 1999. CHANGES IN FINANCIAL CONDITION DEBT At June 30, 1999, our total debt was $1,077.7 million, compared with $1,021.0 million at year-end 1998. The $56.7 million increase principally resulted from financing for the purchase of a carbon black business in Korea. Our ratio of debt to total capitalization was 30.5 percent at June 30, 1999, compared with 27.6 percent at December 31, 1998. CAPITAL EXPENDITURES AND INVESTMENTS Capital expenditures and investments during the first six months of 1999 were $37.9 million for PD Mining and $100.5 million for PD Industries, including $76.1 million for the acquisition of an 85 percent interest in the Korean carbon black manufacturing business of Korea Kumho Petrochemical Co., Ltd. Capital expenditures and investments in the corresponding 1998 period were $241.7 million for PD Mining, including $113.3 million for the acquisition of Cobre Mining Company, and $71.0 million for PD Industries. The company expects capital expenditures and investments for the year 1999 to be approximately $100 million for PD Mining and approximately $175 million for PD Industries. DIVIDENDS On June 10, 1999, we paid a regular quarterly dividend of 50 cents per share on our common shares for the 1999 second quarter. The total amount paid was $29.0 million, bringing total 1999 dividends paid through June 30 to $58.0 million. On June 23, 1999, our board of directors declared a 1999 third quarter regular dividend of 50 cents per common share to be paid on September 10, 1999, to shareholders of record at the close of business on August 19, 1999. SHARE PURCHASES This year through August 11, we have not purchased any of our shares under our May 7, 1997, share purchase authorization. Under that program, 1,662,500 shares remain authorized for purchase. There were 57,978,000 common shares outstanding at June 30, 1999. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS In UNITED STEELWORKERS OF AMERICA LOCAL 890 AND SOUTHWEST RESEARCH AND INFORMATION CENTER V. CHINO MINES COMPANY AND PHELPS DODGE CORPORATION, CIV 98-1123 LH (D. N.M.), filed in 1998, the plaintiffs alleged the company failed to adequately report under Section 313 of the Emergency Planning and Community Right-To-Know Act of 1986. The company denied any failure or inadequacy in reporting. On June 21, 1999, the plaintiffs voluntarily dismissed the suit with prejudice. -16- ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Our annual meeting was held on May 5, 1999. A total of 50,588,387 common shares, or about 87.3 percent of our issued and outstanding common shares, were represented at the meeting. Set forth below is a description of the matters voted upon at the meeting and a summary of the voting regarding each matter: For Withheld --- -------- Election of Directors: Archie W. Dunham 50,395,964 192,423 William A. Franke 50,387,385 201,002 Southwood J. Morcott 50,402,442 185,945 J. Steven Whisler 50,400,863 187,524 For Against Abstain --- ------- ------- Appointment of Auditors 50,439,611 30,884 117,892 There were no broker non-votes included in the results of the election of directors listed above, or in the appointment of auditors. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Any exhibits required to be filed by the company are listed in the Index to Exhibits on this page. (b) The company filed no reports on Form 8-K during the quarter ended June 30, 1999. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on its behalf by the undersigned duly authorized officer. PHELPS DODGE CORPORATION (Corporation or Registrant) Date: August 13, 1999 By: Gregory W. Stevens ------------------------------ Gregory W. Stevens Vice President and Controller (Principal Accounting Officer) INDEX TO EXHIBITS 3.1 Complete composite copy of the Restated Certificate of Incorporation, as amended to date (SEC File No. 1-82). 10.9 Second amendment to the Phelps Dodge Corporation Supplemental Retirement Plan, effective January 1, 1999 (SEC File No. 1-82). 10.12 Amended Form of Stock Option Agreement, effective June 22, 1999, under the company's 1998 Stock Option and Restricted Stock Plan (SEC File No. 1-82). 10.16 Retirement Agreement dated June 15, 1999, between Thomas M. St. Clair and the company (SEC File No. 1-82). 12 Computation of ratios of total debt to total capitalization. 15 Letter from PricewaterhouseCoopers LLP with respect to unaudited interim financial information. 27 Financial Data Schedule EX-3.1 2 RESTATED CERT. OF INCOR. OF PHELPS DODGE COR EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION OF PHELPS DODGE CORPORATION Under Section 807 of the Business Corporation Law I, Robert C. Swan, being the Vice President and Secretary of PHELPS DODGE CORPORATION, a corporation formed under the laws of the State of New York (the "Corporation"), to effect the amendment and restatement of the Restated Certificate of Incorporation of the Corporation, DO HEREBY CERTIFY as follows: 1. The name of the Corporation is PHELPS DODGE CORPORATION. The name under which the Corporation was formed was Copper Queen Consolidated Mining Company. 2. The Certificate of Incorporation of the Corporation was filed by the Department of State of the State of New York on August 10, 1885. A Restated Certificate of Incorporation was filed by such Department on June 16, 1987. 3. The Restated Certificate of Incorporation, as amended to date, is hereby further amended as authorized by Section 801 of the Business Corporation Law (a) to delete as obsolete Paragraph A.1 of Article THIRD of the Restated Certificate of Incorporation, setting forth the number, designation, relative rights, preferences and limitations of the $12.00 Convertible Exchangeable Preference Shares (all shares of such series having been purchased, redeemed or converted by the Corporation and subsequently cancelled), (b) to delete as obsolete references to the $12.00 Convertible Exchangeable Preference Shares contained in Paragraph A.2 of Article THIRD of the Restated Certificate of Incorporation, and (c) to renumber Paragraph A.2 of Article THIRD of the Restated Certificate of Incorporation as Paragraph A.1. The foregoing amendments are reflected by the deletion of Article THIRD of the Restated Certificate of Incorporation of the Corporation as now in force and effect and the addition of the new text constituting Article THIRD of the Restated Certificate of Incorporation of the Corporation, as set forth below. 4. The text of the Restated Certificate of Incorporation of the Corporation, as amended and supplemented to date, and as further amended by the filing of this Restated Certificate of Incorporation, is hereby restated to read in full as follows: * * * * * CERTIFICATE OF INCORPORATION OF PHELPS DODGE CORPORATION FIRST: The name of the Corporation is Phelps Dodge Corporation. SECOND: The objects for which this Corporation is formed are to do any of the things herein set forth to the same extent as natural born persons might, and in any part of the world and as principal or agent, to wit: To conduct mining operations of all kinds; to explore for, develop and deal in, any natural resources of any kind; to purchase, take, hold, sell, convey, lease, explore, develop, improve or otherwise deal in mining, natural resources, land, town site, building, power, water and other properties of all forms; to mine, extract or otherwise develop minerals, ores, metals, oil and other substances of all kinds; to smelt, reduce and otherwise treat minerals, ores, metals, oil and other substances of all kinds; to sell the product of all the foregoing operations; to undertake and carry on any business and operations incidental to such dealings, exploration, development; mining and treatment. To apply for, purchase, or otherwise acquire, and to hold, own, use, operate and to sell, assign or to otherwise dispose of, to grant licenses in respect to or otherwise turn to account letters patent and any and all inventions, improvements and processes used in connection with or secured under letters patent of the United States or elsewhere, or otherwise. To build and construct houses, structures, engines, cars, machinery and other equipment, and mining and metallurgical facilities and plants, including plants for the handling, concentrating, smelting, reduction and treatment of minerals, ores, metals, oil and other substances of all kinds, and to operate the same. To conduct manufacturing operations of all kinds; to manufacture, purchase or otherwise acquire, hold, own, mortgage, pledge, sell, assign, transfer or otherwise dispose of, invest, trade and deal in goods, wares and merchandise and property of all classes and descriptions; to transact a general mercantile business. To act as the agent of others in disposing of their minerals, ores and metals of all kinds or other substances, and to make contracts with others with reference to handling, smelting, treating and disposing of their minerals, ores and metals of all kinds and other substances. The Corporation may purchase, acquire, hold and dispose of the stocks, bonds and other evidences of indebtedness of any corporation, domestic or foreign, and issue in exchange therefor its stock, bonds or other obligations. The Corporation may do everything necessary, suitable and proper for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinabove set forth, either alone or in association with other corporations, firms or individuals, and do every other act or thing incidental or appurtenant to or growing out of or connected with the aforesaid business or powers, or any part thereof. THIRD: The total number of shares which the Corporation shall have authority to issue shall be two hundred six million (206,000,000), consisting of six million (6,000,000) Preferred Shares having a par value of one dollar ($1.00) per share and two hundred million (200,000,000) Common Shares having a par value of six dollars and twenty-five cents ($6.25) per share. The designations, relative rights, preferences and limitations of each class of shares of the Corporation shall be as follows: A. The Preferred Shares may be issued from time to time in one or more series, in such number, and with such distinctive serial designations and relative rights, preferences and limitations, as may be fixed by the Board of Directors. Subject to the limitations set forth herein and any limitations prescribed by law, the Board of Directors is expressly authorized, prior to issuance of any series of Preferred Shares, to fix the number of shares included in such series and the designation, relative rights, preferences and limitations of such series and to file a certificate of amendment pursuant to Section 805 of the Business Corporation Law or any statute amendatory thereof or supplemental thereto, establishing or changing the number, designation and relative rights, preferences and limitations of such series. Pursuant to the foregoing general authority vested in the Board of Directors, but not in limitation of the powers conferred on the Board of Directors thereby and by the laws of the State of New York, the Board of Directors is expressly authorized to determine with respect to each series of Preferred Shares: (a) the distinctive designation or designations of such series and the number of shares constituting such series; (b) the rate or amount and times at which, and the preferences and conditions under which, dividends shall be payable on shares of such series, the status of such dividends as cumulative or noncumulative, the date or dates form which dividends, if cumulative, shall accumulate, and the status of such shares as participating or non-participating after the payment of dividends as to which such shares are entitled to any preference; (c) the rights and preferences, if any, of the holders of shares of such series upon the liquidation, dissolution or winding-up of the affairs of, or upon any distribution of the assets of, the Corporation, which amount may vary depending upon whether such liquidation, dissolution or winding-up is voluntary or involuntary and, if voluntary, may vary at different dates, and the status of the shares of such series as participating or non-participating after the satisfaction of any such rights and preferences; (d) the full or limited voting rights, if any, to be provided for shares of such series, in addition to the voting rights provided by law; (e) the times, terms and conditions, if any, upon which shares of such series shall be subject to redemption, including the amount the holders of shares of such series shall be entitled to receive upon redemption (which amount may vary under different conditions or at different redemption dates) and the amount, terms, conditions and manner of operation of any purchase, retirement or sinking fund to be provided for the shares of such series; (f) the rights, if any, of holders of shares of such series to convert such shares into, or to exchange such shares for, shares of any other class or classes or of any other series of the same class, the prices or rates of conversion or exchange, and adjustments thereto, and any other terms and conditions applicable to such conversion or exchange; (g) the limitations, if any, applicable while such series is outstanding on the payment of dividends or making of distributions on, or the acquisition or redemption of, Common Shares or any other class of share ranking junior, either as to dividends or upon liquidation, to the shares of such series; (h) the conditions or restrictions, if any, upon the issue of any additional shares (including additional shares of such series or any other series or of any other class) ranking on a parity with or prior to the shares of such series either as to dividends or upon liquidation; and (i) any other preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of shares of such series; in each case, so far as not inconsistent with the provisions of this Certificate of Incorporation or the laws of the State of New York as then in effect. All Preferred Shares shall be identical and of equal rank except in respect to the particulars that may be fixed by the Board of Directors as provided above, and all shares of each series of Preferred Shares shall be identical and of equal rank except as to the times from which cumulative dividends, if any, thereon shall be cumulative. The number of authorized Preferred Shares may be increased or decreased by the affirmative vote of the holders of a majority of the shares of the Corporation entitled to vote thereon, without any requirement that such increase or decrease be approved by a class vote on the part of the holders of the Preferred Shares or any series thereof, or on the part of any other class of stock of the Corporation, except as may be otherwise required by the laws of the State of New York or provided in the certificate of amendment establishing the voting rights of any series of Preferred Shares. The Board of Directors may from time to time amend any of the provisions of any certificate of amendment establishing any series of Preferred Shares, subject to any class voting rights of the holders of such shares and subject to the requirements of the laws of the State of New York. A.1 Junior Participating Cumulative Preferred Shares The number, designation, relative rights, preferences and limitations of the Junior Participating Cumulative Preferred Shares are as follows: (1) DESIGNATION AND NUMBER OF SHARES. 400,000 of the Preferred Shares shall be, and be designated as, Junior Participating Cumulative Preferred Shares (hereinafter referred to as the "Junior Preferred Shares"). (2) DIVIDENDS. A. Subject to the provisions of subclauses B and D of this clause (2), holders of the Junior Preferred Shares shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the tenth day of March, June, September and December in each year (each such date, which is subject to change pursuant to the provisions of subclause D of this clause (2), being hereinafter referred to as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a Junior Preferred Share, in an amount per share (rounded to the nearest cent) equal to the greater of (i) $2.50 per share ($10.00 per annum), and (ii) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in Common Shares or a subdivision of the outstanding Common Shares (by reclassification or otherwise), declared on the Common Shares since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any Junior Preferred Share. In the event the Corporation shall at any time declare or pay any dividend on Common Shares payable in Common Shares, or effect a subdivision or combination or consolidation of the outstanding Common Shares (by reclassification or otherwise than by payment of a dividend in Common Shares) into a greater or lesser number of Common Shares, then the number 100 (or such number to which it may previously have been adjusted) in subclause (ii) of the preceding sentence shall be adjusted (or further adjusted) by multiplying such number by a fraction the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event. B. Holders of the Junior Preferred Shares shall be entitled to receive such dividends in preference to and in priority over dividends upon the Common Shares and upon any other shares which are by their terms junior to the Junior Preferred Shares as to dividends. Junior Preferred Shares shall be junior as to dividends to any other Preferred Shares which are by their terms senior to the Junior Preferred Shares as to dividends, and if at any time the Corporation has failed to pay accrued dividends on any such other Preferred Shares at the time outstanding at the times such dividends are payable, the Corporation shall not declare or pay any dividends on the Junior Preferred Shares. C. If at any time the Corporation has failed to pay accrued dividends on any Junior Preferred Shares at the time outstanding at the times such dividends are payable, the Corporation shall not (i) declare or pay any dividend on the Common Shares or make any payment on account of, or set apart money for a sinking or other analogous fund for, the purchase, redemption or other retirement of any Common Shares or make any distribution in respect thereof, either directly or indirectly and whether in cash or property or in obligations or shares of the Corporation (other than in Common Shares), (ii) purchase any Junior Preferred Shares (except for a consideration payable in Common Shares), or (iii) permit any corporation or other entity directly or indirectly controlled by the Corporation to purchase any Common Shares or Junior Preferred Shares, unless, in the case of any such dividend, payment, distribution, purchase or redemption, all dividends accrued and payable but unpaid on the Junior Preferred Shares have been or contemporaneously are declared and paid in full or declared and a sum sufficient for the payment thereof set aside for such payment. D. The Corporation shall declare a dividend or distribution on the Junior Preferred Shares as provided in subclause A of this clause (2) immediately after it declares a dividend or distribution on the Common Shares (other than a dividend payable in Common Shares); provided that, in the event no dividend or distribution shall have been declared on the Common Shares during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $2.50 per share ($10.00 per annum) on the Junior Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. The Board of Directors may change any of the Quarterly Dividend Payment Dates to a different date to coincide with the payment date for a dividend or distribution on the Common Shares. E. Dividends at the $10.00 minimum annual rate shall begin to accrue and be cumulative on outstanding Junior Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Junior Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Junior Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall accumulate but shall not bear interest. Dividends paid on the shares of Junior Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Junior Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 50 days prior to the date fixed for the payment thereof. (3) NO REDEMPTION. The Junior Preferred Shares shall not be redeemable. (4) LIQUIDATION. A. The liquidation price of the Junior Preferred Shares, in case of the voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, shall be an amount per share equal to the greater of (i) $100 and (ii) an aggregate amount (subject to the provisions for adjustment hereinafter set forth) equal to 100 times the aggregate per share amount to be distributed to holders of Common Shares. In the event the Corporation shall at any time declare or pay any dividend on Common Shares payable in Common Shares, or effect a subdivision or combination or consolidation of the outstanding Common Shares (by reclassification or otherwise than by payment of a dividend in Common Shares) into a greater or lesser number of Common Shares, then the number 100 (or such number to which it may previously have been adjusted) in subclause (ii) of the preceding sentence shall be adjusted (or further adjusted) by multiplying such number by a fraction the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event. B. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, the holders of Junior Preferred Shares (i) shall not be entitled to receive the liquidation price of such shares held by them until the liquidation price of any other Preferred Shares which are by their terms senior to the Junior Preferred Shares as to the distribution of assets on any voluntary or involuntary liquidation of the Corporation shall have been paid in full and (ii) shall be entitled to receive the liquidation price of such shares held by them in preference to and in priority over any distributions upon the Common Shares and upon any other shares which are by their terms junior to the Junior Preferred Shares as to the distribution of assets on any voluntary or involuntary liquidation of the Corporation. Upon payment in full of the liquidation price to which the holders of Junior Preferred Shares are entitled, the holders of Junior Preferred Shares will not be entitled to any further participation in any distribution of assets by the Corporation. If the assets of the Corporation are not sufficient to pay in full the liquidation price payable to the holders of Junior Preferred Shares, the holders of all such shares shall share pro rata on a share-by-share basis among all such shares at the time outstanding. C. Neither a consolidation or merger of the Corporation with or into any other corporation, nor a merger of any other corporation with or into the Corporation, nor a sale or transfer of all or any part of the Corporation's assets for cash or securities shall be considered a liquidation, dissolution or winding-up of the Corporation within the meaning of this clause (4). (5) CONVERTIBILITY. The Junior Preferred Shares shall not be convertible into any other securities of the Corporation. (6) OTHER SHARES. The Junior Preferred Shares do not restrict in any way the issuance of any additional shares (including additional Junior Preferred Shares) ranking on a parity with or prior to the Junior Preferred Shares either as to dividends or upon liquidation or any additional Common Shares or other shares that may be entitled to vote with the Junior Preferred Shares. Any Junior Preferred Shares which are acquired by the Corporation and subsequently cancelled by the Board of Directors shall have the status of authorized but unissued Preferred Shares, without designation as to series, subject to reissuance by the Board of Directors as Junior Preferred Shares or of any one or more series. (7) VOTING RIGHTS. The holders of Junior Preferred Shares shall have the following voting rights: A. Subject to the provisions for adjustment hereinafter set forth, each Junior Preferred Share shall entitle the holder thereof to 100 votes on all matters submitted to a vote of shareholders of the Corporation and the holders of Junior Preferred Shares and the holders of Common Shares shall vote together as one class on all such matters. In the event the Corporation shall at any time declare or pay any dividend on Common Shares payable in Common Shares, or effect a subdivision or combination or consolidation of the outstanding Common Shares (by reclassification or otherwise than by payment of a dividend in Common Shares) into a greater or lesser number of Common Shares, then the number 100 in the preceding sentence (or such number to which it may previously have been adjusted) shall be adjusted (or further adjusted) by multiplying such number by a fraction the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event. B. Except as otherwise provided herein or required by law, the holders of Junior Preferred Shares shall have no voting rights for taking any corporate action. (8) CONSOLIDATION, MERGER, ETC. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the Common Shares are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case (subject to the provision for adjustment hereinafter set forth) each Junior Preferred Share shall at the same time be similarly exchanged for or changed into 100 times the aggregate per share amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, for which or into which each Common Share is exchanged or changed. In the event the Corporation shall at any time declare or pay any dividend on Common Shares payable in Common Shares, or effect a subdivision or combination or consolidation of the outstanding Common Shares (by reclassification or otherwise than by payment of a dividend in Common Shares) into a greater or lesser number of Common Shares, then the number 100 in the preceding sentence (or such number to which it may previously have been adjusted) shall be adjusted (or further adjusted) by multiplying such number by a fraction the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event. (9) DEFINITION OF "COMMON SHARES". As used in this Paragraph A.1 of this Certificate of Incorporation, the term "Common Shares" shall mean the Common Shares of the Corporation having a par value of six dollars and twenty-five cents ($6.25) per share, as such shares may be changed through any subdivision, combination or consolidation thereof. B. Except as otherwise provided by the laws of the State of New York or by any certificate of amendment filed pursuant to Paragraph A of this Article THIRD, setting forth the relative rights, preferences and limitations of any series of Preferred Shares, the entire voting power of the shares of the Corporation for the election of Directors and for all other purposes, as well as all other rights appertaining to shares of the Corporation, shall be vested exclusively in the Common Shares. Each Common Share shall have one vote upon all matters to be voted on by the holders of the Common Shares, and shall be entitled to participate equally in all dividends payable with respect to the Common Shares and to share ratably, subject to the rights and preferences of any such Preferred Shares, in all assets of the Corporation in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation. C. No present or future holder of any shares of the Corporation, whether heretofore or hereafter issued, shall have any preemptive rights with respect to (a) any shares of the Corporation or (b) any other securities of the Corporation (including bonds and debentures) convertible into or carrying rights or options to purchase any shares of the Corporation. FOURTH: The office of the Corporation shall be located in the City of New York, County of New York, State of New York. CT Corporation System, 1633 Broadway, New York, New York 10019, is designated as the registered agent of the Corporation upon whom process in any action or proceeding against it may be served. The Secretary of State of the State of New York is also designated as the agent of the Corporation upon whom process in any action or proceeding against it may be served. The address to which the Secretary of State shall mail a copy of process in any action or proceeding against the Corporation which may be served upon him is: Phelps Dodge Corporation, c/o CT Corporation System, 1633 Broadway, New York, New York 10019. FIFTH: The duration of the Corporation shall be perpetual. SIXTH: The number of the Corporation's Directors shall not be less than nine nor more than twelve, provided that whenever the holders of any one or more series of Preferred Shares of the Corporation become entitled to elect one or more Directors to the Board of Directors in accordance with any applicable provisions of this Certificate of Incorporation, such maximum number of Directors shall be increased automatically by the number of Directors such holders are so entitled to elect. Such increase shall remain in effect until the right of such holders to elect such Director or Directors shall cease and until the Director or Directors elected by such holders shall no longer hold office. No Director may be removed without cause by shareholders of the Corporation. SEVENTH: The personal liability of the Directors of the Corporation for any breach of duty in such capacity is hereby eliminated and limited to the fullest extent permitted by Section 402(b) of the New York Business Corporation Law, as the same may be amended from time to time. * * * * * 5. Pursuant to authority vested in the Board of Directors by the provisions of Article THIRD of the Restated Certificate of Incorporation of the Corporation and Section 807 of the Business Corporation Law, the amendments to the Corporation's Restated Certificate of Incorporation described above and the restatement of the Restated Certificate of Incorporation of the Corporation set forth above were authorized by the affirmative vote of a majority of the Board of Directors of the Corporation at a meeting held on June 23, 1999. IN WITNESS WHEREOF, I have executed this certificate, and affirm that the statements made herein are true under penalties of perjury, on this 30th day of June, 1999. /s/ Robert C. Swan ---------------------------- Robert C. Swan Vice President and Secretary EX-10.9 3 2ND AMEND. TO SUPPLEMENTAL RETIREMENT PLAN EXHIBIT 10.9 SECOND AMENDMENT TO THE PHELPS DODGE CORPORATION SUPPLEMENTAL RETIREMENT PLAN Effective as of January 1, 1997, Phelps Dodge Corporation (the "Company") adopted the Phelps Dodge Corporation Supplemental Retirement Plan (the "Plan") as an amendment and restatement of the Comprehensive Executive Non-qualified Retirement and Savings Plan of Phelps Dodge Corporation. The Plan was subsequently amended on one occasion. By the adoption of this Second Amendment, the Company further amends the Plan as follows: 1. The provisions of this Amendment shall be effective as of January 1, 1999. Except as otherwise noted below, the Plan, as amended by the First Amendment, shall remain in full force and effect. 2. Appendix A of the Plan is hereby amended and restated in its entirety in the form attached hereto. In the future, Appendix A may be updated to list additional Special Benefit Agreements without the necessity of formally amending Appendix A but pursuant to such procedures as the Plan Administrator may approve from time to time. IN WITNESS WHEREOF, PHELPS DODGE CORPORATION has caused this Second Amendment to be executed as of this 15th day of June 1999. PHELPS DODGE CORPORATION By: --------------------------- Vice President, Human Resources Appendix A The Company may enter into "Special Benefit Agreements" with individuals who satisfy the eligibility standards of Section 3.1 (Selection of Participants) which provide such individuals with benefits from the Plan on some basis other than pursuant to the generally applicable provisions of the Plan. All such Special Benefit Agreements shall be set forth in writing and shall be signed by a duly authorized officer of the Company pursuant to such procedures as may be established from time to time by the Board or the Plan Administrator. If any provision of this Plan conflicts with a provision included in a Special Benefit Agreement, the provision of the Special Benefit Agreement shall control. The following Special Benefit Agreements have been entered into: 1. Letter agreement between L. William Seidman and the Company dated August 15, 1977. 2. Letter agreement between Edson L. Foster and the Company dated January 27, 1988. 3. Letter agreement between Dr. Patrick J. Ryan and the Company dated January 27, 1988. 4. Letter agreement between G. Robert Durham and the Company dated March 1, 1989. 5. Letter agreement between William C. Tubman and the Company dated November 1, 1989. 6. Letter agreement between A.L. (John) Lawrence and the Company dated November 1, 1989. 7. Agreement and General Release between Julio Bague and Phelps Dodge International Corporation, made as of September 8, 1993. 8. Agreement and General Release between Herbert Dunham and Phelps Dodge Mining Company made as of June 1, 1994. 9. Retirement Agreement and General Release between John C. Replogle and the Company dated December 4, 1997. 10. Retirement Agreement and General Release between Henry W. Konerko and the Company dated August 11, 1998. 11. Retirement Agreement and General Release between Richard W. Rice and the Company dated December 31, 1998 by Mr. Rice and December 28, 1998 by the Company. 12. Agreement, General Release and Covenant Not to Sue between George M. Meseha and Phelps Dodge Copper Products Co. dated December 31, 1998 by Mr. Meseha and January 11, 1999 by Phelps Dodge Copper Products Co. 13. Agreement and General Release between Thomas M. St. Clair and the Company dated June 15, 1999. 14. Agreement and General Release between Roger Weadock and the Phelps Dodge Magnet Wire Company dated December 11, 1998 by Mr. Weadock and November 9, 1998 by Phelps Dodge Magnet Wire Company. EX-10.12 4 STOCK OPTION AGREEMENT EXHIBIT 10.12 STOCK OPTION AGREEMENT (as amended June 22, 1999) 1998 Stock Option and Restricted Stock Plan STOCK OPTION AGREEMENT, dated , between PHELPS DODGE CORPORATION, a New York corporation (the "Corporation"), and (the "Employee"). The Compensation and Management Development Committee of the Board of Directors of the Corporation (such Committee, and any successor committee appointed by the Board of Directors of the Corporation to administer the Corporation's 1998 Stock Option and Restricted Stock Plan (the "Plan"), is hereinafter referred to as the "Committee") has granted to the Employee an option under the Plan to purchase Common Shares of the Corporation on the terms set forth below. To evidence the option so granted, and to set forth their terms and conditions as provided in the Plan, the Corporation and the Employee hereby agree as follows: 1. CONFIRMATION OF GRANT OF OPTION; OPTION PRICE. The Corporation hereby evidences and confirms its grant to the Employee of (i) an option (the "Option") to purchase of the Corporation's Common Shares at an option price of $ per share. The Option granted hereby shall be subject to the provisions of the Plan. Capitalized terms used herein that are not defined in this Agreement shall have the meanings assigned to such terms in the Plan. 2. TERM FOR EXERCISE. (a) The Option shall become exercisable, subject to the provisions of this Section 2 and Sections 3 and 4 hereof, in installments of Common Shares on the first anniversary of the date of grant of the Option, Common Shares on the second anniversary and Common Shares on the third anniversary. Unless an earlier expiration date is specified by this Agreement (or, if applicable, in Supplement A), the Option shall expire at 5:00 P.M., Arizona Mountain time (such time shall hereinafter be referred to as the "End of Business"), on the day after the tenth anniversary of the date on which the Option was granted (the "Termination Date"). (b) Without limiting the generality of the foregoing, in the event: (i) the Corporation's stockholders holding at least 50% (or such greater percentage as may be required by the Certificate of Incorporation or By-Laws of the Corporation or by law) of the voting stock of the Corporation approve any merger, consolidation, sale of assets, liquidation or reorganization in which the Corporation will not survive as a publicly owned corporation (such approval hereinafter referred to as a "Merger Approval"); or (ii) any of the Corporation's Common Shares are purchased pursuant to a tender or exchange offer other than an offer by the Corporation, any Subsidiary of the Corporation (as defined in the Plan and hereinafter referred to as a "Subsidiary"), or any employee benefit plan maintained by the Corporation or a Subsidiary (such purchase hereinafter referred to as a "Tender Purchase"); then the Option shall become exercisable during the period beginning on the date of the Merger Approval or Tender Purchase, as the case may be, and ending on the thirtieth day following such date (but in no event shall the Option become exercisable under this paragraph earlier than six months from the date on which the Option was granted (the "Grant Date")). If any portion of the Option shall be exercised, the Option shall thereafter remain exercisable, according to its terms, only with respect to the number of Common Shares as to which the Option would otherwise be exercisable less the number of Common Shares with respect to which the Option has previously been exercised. 3. WHO MAY EXERCISE. During the Employee's lifetime the Option may be exercised only by him. If the Employee dies while in the employ of the Corporation or one of its Subsidiaries, the Option may be exercised for the full number of Common Shares specified in Section 1 hereof less the number of Common Shares with respect to which the Option has previously been exercised, by the Employee's estate, personal representative or beneficiary who acquired the right to exercise the Option by will or by the laws of descent and distribution, at any time prior to the End of Business on the earlier of the Termination Date or the fifth anniversary of the Employee's death. If the Employee dies while he is no longer employed by the Corporation or a Subsidiary, his Options may be exercised for the full number of Common Shares as to which he could have exercised them on the date of his death, by his estate, personal representative or beneficiary who acquired the right to exercise the Option by will or by the laws of descent and distribution, at any time prior to the termination date provided by Section 4 hereof. Following the End of Business on the earlier of the Termination Date, the fifth anniversary of the Employee's death or the termination date provided by Section 4, as the case may be, the Option shall expire. 4. EXERCISE AFTER TERMINATION OF EMPLOYMENT. If the Employee shall cease to be employed by the Corporation or a Subsidiary other than by reason of death, Disability (as defined in the Plan), Retirement (as defined in the Plan) or the Employee's termination for Cause (as defined in the Plan), the Option shall remain exercisable, to the extent exercisable on the date of such termination, until the End of Business on the earlier of the Termination Date or the date which is one month after the day his employment ends. If the Employee's employment shall terminate due to Disability or Retirement, the Option shall remain exercisable, to the extent exercisable on the date of the Employee's termination of employment, until the End of Business on the earlier of the Termination Date or the fifth anniversary of the date of such termination of employment; provided, however, that, in the event the Employee's employment with the Corporation terminates not earlier than six months from the Grant Date as a result of the Employee's Disability or Retirement, unless the Employee retires prior to his normal retirement date under conditions determined by the Committee to be adverse to the Corporation, or the Employee does not sign a release of claims satisfactory to the Corporation, the Option shall become exercisable immediately prior to the End of Business on the date the Employee's employment terminates for the purchase of the full number of Common Shares specified in Section 1 of the Agreement less the number of Common Shares with respect to which the Option has previously been exercised. If the Employee's employment is terminated for Cause, all Options granted to the Employee which are then outstanding shall be forfeited as of the effective time of such termination but in no event later than the End of Business on such termination date. Any portion of the Option which is not exercisable on the date the Employee's employment terminates for any reason other than death, Disability, or Retirement shall expire at the End of Business on such termination date. Any portion of the Option which did not expire on the date the Employee's employment terminates and which is not exercised within the period established under this Section 4 shall expire following the End of Business on the last day on which the Option could have been exercised. 5. RESTRICTIONS ON EXERCISE. The Option may be exercised only with respect to full Common Shares. No fractional shares shall be issued. The Option may not be exercised in whole or part: (a) if any requisite approval or consent of any governmental authority of any kind having jurisdiction over the exercise of options shall not have been secured; or (b) unless the Common Shares subject to the Option shall be effectively listed on the New York Stock Exchange and registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which listing and registration may be upon official notice of issuance of such Common Shares. The Corporation may require that, as a condition to any exercise of the Option, the Employee represent to the Corporation in writing that he is acquiring the Common Shares subject to such exercise for his own account for investment only and not with a view to the distribution thereof. 6. MANNER OF EXERCISE. To the extent the Option shall be exercisable in accordance with the terms hereof, and subject to such administrative regulations as the Committee may have adopted, the Option may be exercised in whole or from time to time in part by written notice to the Committee, (i) identifying the Option by Grant Date, the option price and whether or not the Agreement includes Supplement A, (ii) specifying the number of Common Shares with respect to which the Option is being exercised, and (iii) accompanied by full payment of the option price for such Common Shares (1) in United States dollars by personal check or cash, including an assignment of the right to receive cash proceeds of the sale of Common Shares subject to the Option, (2) in Common Shares of the Corporation owned by the Employee for at least three months prior to the day of exercise, represented by certificates duly endorsed to the Corporation or its nominee with any requisite transfer tax stamps attached, the market value of which shall be equal to the option price for the Common Shares with respect to which the Option is being exercised, or (3) in a combination of (1) and (2) above. The market value of any Common Shares delivered pursuant to the immediately preceding sentence shall be the mean of the high and low prices of such Common Shares on the Consolidated Trading Tape on the day of exercise or, if there was no such sale on such day, on the day next preceding the day of exercise on which there was a sale. For valuation purposes, the day of exercise of the Option shall be deemed to be the day on which notice, addressed to the Committee, either to exercise the Option in whole or in part by the payment of Common Shares (together with duly endorsed certificates as provided above and any other required payment) is received at the Corporation's principal office, except that if such notice (together with certificates and other payment if required) is received on a Saturday or Sunday or on a holiday observed by the Corporation's principal office, or after the End of Business on any other day, the day of exercise shall be deemed to be the next business day. "Written notice" shall include, without limitation, notice by telegram, telex, cable or telecopy facsimile. In the event that the Option shall be exercised by a person other than the Employee in accordance with the provisions of Section 3 hereof, such person shall furnish the Corporation with evidence satisfactory to it of his or her right to exercise the same and of payment or provision for payment of any estate, transfer, inheritance or death taxes payable with respect to the Option or with respect to any related Common Shares or payment. The Corporation may require the Employee or other person exercising the Option to furnish or execute such documents as the Corporation shall deem necessary to evidence such exercise, to determine whether registration is then required under the Securities Act of 1933, as amended, or to comply with or satisfy the requirements of the Exchange Act, or any other law. 7. NONASSIGNABILITY. Unless the Committee shall otherwise so specify by a supplement to this Agreement approved in connection with the award hereof or at any subsequent time, the Option shall not be assignable or transferable except by will or by the laws of descent and distribution to the extent contemplated by Section 3 hereof. At the request of the Employee, Common Shares purchased on exercise of the Option may be issued or transferred in the name of the Employee and another person jointly with the right of survivorship, or in the name of a trust or other legal entity established to hold property for the benefit of the Employee or members of his immediate family. 8. RIGHTS AS STOCKHOLDER. The Employee shall have no rights as a stockholder with respect to any Common Shares covered by the Option until the issuance of a certificate or certificates to him for such Common Shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the issuance of such certificate or certificates. 9. CAPITAL ADJUSTMENTS. The number and price of the Common Shares covered by the Option shall be proportionately adjusted to reflect, as deemed equitable and appropriate by the Committee, any stock dividend, stock split or share combination of, or extraordinary cash dividend on, the Corporation's Common Shares or any recapitalization of the Corporation. To the extent deemed equitable and appropriate by the Committee, subject to any required action by the stockholders of the Corporation, in any merger, consolidation, reorganization, liquidation, dissolution, or other similar transaction, the Option shall pertain to the securities and other property, if any, which a holder of the number of Common Shares covered by the Option would have been entitled to receive in connection with such event. 10. WITHHOLDING. (a) The Corporation's obligation to deliver Common Shares upon the exercise of the Option shall be subject to payment by the Employee of any amount required to be withheld with respect to such exercise pursuant to any applicable federal, state or local tax withholding requirements. (b) Unless this Agreement includes Supplement A (making it an incentive stock option), the Employee may elect to satisfy all or any part of his federal, state and local tax obligations (including, without limitation, FICA) with respect to such exercise by having the Corporation withhold from any Common Shares otherwise deliverable to him in connection with the exercise of the Option a number of Common Shares, or by delivering Common Shares already owned by the Employee, having a market value equal in amount to the obligations to be so satisfied. The market value of Common Shares withheld or delivered shall be the mean of the high and low prices of such Common Shares on the Consolidated Trading Tape on the day of exercise or, if there was no such sale on such day, on the next preceding day on which there was a sale. 11. GOVERNING LAW. This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of New York. 12. SUPPLEMENTS. Attached hereto are the following supplements: Supplement A -- Incentive Stock Options Supplement B -- Change of Control Supplement D -- Reload Option Any such supplements so attached are incorporated herein and constitute a part of this Agreement as though set forth in full herein. Additional supplements may be added to this Agreement at a later date by the Committee; provided however that if any such additional supplement adversely affects the rights of the Employee under this Agreement, such supplement shall not be or become effective unless and until the Employee consents to its addition in writing. All capitalized terms used in such supplements without definition shall have the meaning determined under this Agreement. 13. PREDECESSOR PLANS. The Employee hereby acknowledges and agrees that all of the Employee's outstanding options that were granted pursuant to the Predecessor Plans (as defined in the Plan) shall hereafter become subject to the terms of this Agreement. IN WITNESS WHEREOF, the Corporation and the Employee have duly executed this Agreement as of the date set forth above. PHELPS DODGE CORPORATION By ------------------------ Vice President Employee Supplement A [Incentive Stock Option -- 1998 Stock Option Plan] Supplement A to the Stock Option Agreement (the "Agreement") dated between Phelps Dodge Corporation (the "Corporation") and (the "Employee"). 1. TERM OF THE OPTION. Each incentive stock option shall expire on the tenth anniversary of the date of its grant. 2. DISPOSITION OF SHARES. If the Employee disposes of any Common Shares received upon exercise of the Option within two years after the Option was granted to him or within one year after the Common Shares were transferred to him upon exercise of the Option, whether by sale, gift, or otherwise, the Employee shall notify the Secretary of the Corporation of the number of such Common Shares disposed of, the date on which disposed of, the manner of disposition and the amount, if any, realized upon such disposition, and shall promptly pay to the Corporation the amount, if any, that the Corporation specifies in a written notice to the Employee as required to be withheld with respect to such exercise and disposition pursuant to any applicable federal, state or local tax withholding requirements. 3. INTERPRETATION OF AGREEMENT. The Option is intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. Supplement B [Change of Control -- 1998 Stock Option Plan] Supplement B to the Stock Option Agreement (the "Agreement") dated _______, between Phelps Dodge Corporation (the "Corporation") and ______________________, (the "Employee"). 1. ADDITIONAL TRIGGER EVENT FOR EXERCISABILITY. In addition to the provisions of Section 2 of the Agreement, in the event the Employee's employment with the Corporation or any Subsidiary terminates by reason of a Qualifying Termination (as defined below) not earlier than six months from the date on which the Option was granted and within two years after a Change of Control (as defined below) of the Corporation, the Option shall become exercisable, no later than the date of such termination, for the purchase of the full number of Common Shares specified in Section 1 of the Agreement. For the purpose of this Supplement: a. A "Change of Control" shall be deemed to have taken place at the time (i) when any "person" or "group" of persons (as such terms are used in Section 13 and 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than the Corporation or any employee benefit plan sponsored by the Corporation, becomes the "beneficial owner" (as such term is used in Section 13 of the Exchange Act) of 25% or more of the total number of the Corporation's Common Shares at the time outstanding; (ii) of any Merger Approval (as defined in the Agreement); or (iii) when the individuals who, at the beginning of any period of two years or less, constituted the Board of Directors of the Corporation cease, for any reason, to constitute at least a majority thereof, unless the election or nomination for election of each new director was approved by the vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period. b. A "Qualifying Termination" means a termination of the Employee's employment with the Corporation or any Subsidiary (under circumstances where the Employee is no longer employed by the Corporation or any such Subsidiary) for any reason other than: (i) death; (ii) disability; (iii) willful misconduct in the performance of the Employee's duties as an employee which results in a material detriment to the Corporation, and its Subsidiaries, taken as a whole; (iv) retirement at or after the date on which the Employee satisfies the requirements for normal retirement benefits under the Phelps Dodge Retirement Plan; or (v) a termination by the Employee unless: (1) such termination occurs more than 180 days following the time when a Change of Control takes place and such Change of Control has not been approved by a resolution adopted by the Board of Directors of the Corporation as constituted immediately prior to such Change of Control; or (2) the Employee terminates his employment on account of one or more of the following events (and the Employee has not agreed to such event in writing): (A) the assignment to the Employee of any duties inconsistent, in a way materially adverse to the Employee, with his positions, duties, responsibilities and status with the Corporation and its Subsidiaries immediately prior to a Change of Control, or a material reduction in the duties and responsibilities held by the Employee immediately prior to such Change of Control; a change in the Employee's reporting responsibilities, titles or offices as in effect immediately prior to such Change of Control; or any removal of the Employee from or any failure to re-elect the Employee to any position with the Corporation or any Subsidiary that the Employee held immediately prior to such Change of Control except in connection with the Employee's promotion or the termination of his employment for any of the reasons specified in paragraphs (i) through (iv) above; or (B) a reduction by the Corporation or any Subsidiary in the Employee's base salary as in effect immediately prior to such Change of Control; the failure by the Corporation or any such Subsidiary to continue in effect any employee benefit plan or compensation plan in which the Employee is participating immediately prior to such Change of Control unless the Employee is permitted to participate in other plans providing him with substantially comparable benefits; or the taking of any action by the Corporation or any such Subsidiary, which would adversely affect the Employee's participation in or materially reduce his benefits under such plan; or (C) the Corporation's or any Subsidiary's requiring the Employee to be based anywhere other than a location within 50 miles of his location immediately prior to such Change of Control; or the Corporation's or any Subsidiary's requiring the Employee to travel on the Corporation's or any Subsidiary's business to an extent substantially more burdensome than his travel obligations immediately prior to such Change of Control. Supplement D [Reload Option -- 1998 Plan] Supplement D to the Stock Option Agreement (the "Agreement") dated ________ between Phelps Dodge Corporation (the "Corporation") and _______________________ (the "Employee"). 1. ISSUANCE OF RELOAD OPTION. In the event that the Employee exercises this Option (a) at least six months prior to the expiration date of this Option, (b) while still employed by the Corporation or a Subsidiary, (c) prior to the expiration date of the Plan and (d) prior to any determination by the Committee to terminate the right of the Employee (including, without limitation, by terminating such rights for all employees or all employees of a class of employees which includes the Employee) to receive upon the exercise of this Option an additional Option in accordance with the terms of this Supplement, using, in whole or in part, Common Shares owned by the Employee for at least three months prior to the day of exercise (the "Exercise Date"), the Employee shall be granted a new option (the "Reload Option") under the Plan on the Exercise Date for the number of Common Shares of the Corporation equal to the number of Common Shares exchanged by the Employee to exercise this Option. No Reload Option shall be granted if the Exercise Date is (a) within six months of the expiration date of the Option, (b) a date when the Employee is not employed by the Corporation or a Subsidiary, (c) after the expiration date of the Plan or (d) after the date, if any, the Committee decides to terminate the right of the Employee (including, without limitation, by terminating such rights as to all employees or all employees of a class of employees which includes the Employee) to receive upon the exercise of this Option an additional Option in accordance with the terms of this Supplement. 2. TERMS OF RELOAD OPTION. The Reload Option shall be exercisable on the same terms and conditions as apply to the Option as set forth in this Agreement (including, without limitation, the terms and conditions providing to the Employee certain additional benefits in the event of a Change of Control, as defined in Supplement B hereto), except that (a) the Reload Option shall become exercisable in full on the day which is six months after the Exercise Date, (b) the option price per share shall be the fair market value of a Common Share on the Exercise Date, which shall be the mean of the high and low prices of a Common Share on the Consolidated Trading Tape on that day, or, if no sale of Common Shares is recorded on such tape on that day, then on the next preceding day on which there was such a sale and (c) the expiration date of the Reload Option shall be the date of expiration of the Option under this Agreement. The Corporation may issue a new agreement to evidence the Reload Option and, if it does, that agreement shall supersede this Agreement in all respects insofar as the Reload Option is concerned. EX-10.16 5 AGREEMENT AND GENERAL RELEASE EXHIBIT 10.16 AGREEMENT AND GENERAL RELEASE This Agreement and General Release ("Agreement") is between Phelps Dodge Corporation ("Company") and Thomas M. St. Clair ("St. Clair"). This Agreement is entered into in order to (i) provide St. Clair with special pay and benefits, (ii) resolve all matters relating to St. Clair's employment with, and separation from, the Company, and (iii) provide the Company with protection against any claims. The Company and St. Clair, therefore, agree as follows: 1. St. Clair's last day of employment with the Company will be May 31, 1999. St. Clair will resign from all positions he holds with the Company and with each of the Company's subsidiaries and affiliated entities on May 5, 1999. At the request of the Company, St. Clair agrees to execute any documents to effectuate or to facilitate his resignations. 2. The Company will pay St. Clair a severance payment in the gross amount of $186,667.00. All necessary taxes and withholdings will be deducted from this amount. This severance payment will be paid to St. Clair within 15 calendar days after the effective date of this Agreement 3. St. Clair will receive the monthly retirement benefit he is entitled to under the Phelps Dodge Retirement Plan for Salaried Employees, and in addition he will receive a special, nonqualified monthly retirement benefit in an amount sufficient to bring his combined qualified and nonqualified monthly retirement benefit to $5,906.91. Monthly payment of these retirement benefits will start in the month following St. Clair's last day of employment. (The retirement benefit set forth in this paragraph has been calculated on the basis of a 50% joint and survivor annuity.) 4. The Company will provide St. Clair with a physical examination to be conducted before the end of 1999 in accordance with the Executive Physical Examination Policy. 5. Until St. Clair reaches age 65, and subject to his making those contributions, if any, required of employees generally to receive these benefits, the Company will continue the participation of St. Clair and his eligible dependents in its medical and dental benefit plans for active employees on the same terms and conditions as generally apply to similarly situated active employees. When St. Clair attains age 65, he and his eligible dependents will become eligible for retiree medical benefits on the same terms and conditions, and subject to the same future modifications, as similarly situated active employees retiring at that time. If he elects to receive retiree medical benefits, he will, in accordance with the provisions of the retiree medical plan, be required to contribute the applicable percentage of the premium cost of those benefits that is in effect at the time. 6. In accordance with the terms of the Annual Incentive Compensation Plan ("AICP"), St. Clair shall receive an AICP payment. The payment will be calculated based upon St. Clair's salary earned through May 31, 1999, the actual performance level of the Company and the target performance level for St. Clair's support goals. This AICP payment will be paid to St. Clair in 2000 at the same time that the 1999 AICP payments are made to other individuals eligible to receive AICP payments. 7. Any unvested stock options held by St. Clair under the terms of the Phelps Dodge 1998 Stock Option and Restricted Stock Plan will vest as of May 31, 1999, and St. Clair will have until the earlier of the exercisable date of the options or until May 31, 2004 to exercise these stock options. Except to the extent modified by this paragraph, all of the terms and conditions of the Phelps Dodge 1998 Stock Option and Restricted Stock Plan shall continue to be applicable. 8. The Company will, at its cost, provide St. Clair with a reasonable amount of the services of AYCO Corporation through April 15, 2000, not to exceed $7,500.00. The services of AYCO will be provided to St. Clair under the same conditions and at the same level as those services are provided to similarly situated active employees of the Company during that time. 9. The Company will provide St. Clair with a payment sufficient to fund an ELIP death benefit equal to one-times his annual base salary. This payment will be made in December 1999 and shall be reduced by required withholdings. 10. The Company and its subsidiaries (collectively the "Related Entities") shall indemnify St. Clair for any claim arising out of or in connection with St. Clair's service as an officer and employee of the Related Entities in the same manner and to the same extent as the Related Entities indemnifies its then current officers or employees. The Related Entities shall continue coverage of St. Clair under its directors' and officers' liability insurance policy to the same extent as its then current officers or employees are covered during the period that any claim can be asserted against St. Clair. 11. St. Clair shall deliver to the Company (a) any documents, materials, files, or computer files, if he has any, relating to the Company's business or affairs, and (b) any documents, materials, files, computer files or other property, if he has any, belonging to the Company or any other affiliated entities that is in St. Clair's possession or control. St. Clair will make a diligent search for such documents, materials, files, computer files and other property. St. Clair will deliver these items to the Company by May 31, 1999. 12. St. Clair agrees that during the course of his employment with the Company, he had access to confidential and proprietary information concerning the Company including but not limited to such matters as the Company's trade secrets, strategic plans, programs (including, without limitation, the Company's computer software programs), procedures, manuals, confidential reports and communications, lists of customers, and sources of supply. That information was disclosed to St. Clair in confidence and solely for use by or on behalf of the Company. St. Clair has no ownership right or interest in that confidential and proprietary information. St. Clair agrees that he will keep that information confidential at all times after his employment, that he will not, directly or indirectly, disclose, divulge, reveal, report, publish, transfer, or use, for any purpose whatsoever, that information on his own behalf or on behalf of any other person or entity. 13. St. Clair acknowledges that all of the following information and materials are "Protected Information" belonging to the Company and shall be subject to the provisions of paragraph 12 of this Agreement and shall be kept strictly confidential, even if not physically marked as such: a. Production processes, strategic plans, marketing techniques and arrangements, mailing lists, purchasing information, pricing policies, quoting procedures, financial information, customer and prospect names and requirements, employee, customer, supplier and distributor data, and other materials and information relating to the Company's business and activities and the manner in which the Company does business; b. Discoveries, concepts, and ideas including, without limitation, the nature and results of research and development activities, processes, formulas, inventions, equipment or technology, techniques, "know-how," designs, drawings and specifications, and patent applications; c. Any other materials or information related to the Company's business or activities which are not generally known to others engaged in similar businesses or activities and which are not in the public domain; and d. All ideas which are derived from or relate to St. Clair's access to or knowledge of any of the above enumerated materials and information. 14. St. Clair acknowledges that in the course of his employment with the Company, he has had direct or indirect contact with the Company's existing and prospective customers and others having business dealings with the Company and has thereby had the opportunity to meet and develop, on the Company's behalf, goodwill and working relationships with those persons, firms, or entities. St. Clair acknowledges that such goodwill and relationships are valuable assets of the Company, and he understands and agrees that, because of the nature of the Company's business, it is necessary to afford fair protection to the Company for those assets. Therefore, St. Clair covenants and agrees that, for the period beginning on the date of this Agreement and ending two years after the date of this Agreement, he shall not compete with the business of the Company by: (i) engaging in the copper mining, milling, smelting, refining, or hydrometallurgical business, whether as a proprietor, partner, co-venturer, director, officer, employer, employee, servant, agent, or representative of an operation engaging in such business; (ii) soliciting, directly or indirectly, any existing or prospective customer of the Company with whom he has gained significant business contacts while employed by the Company; (iii) advising, directly or indirectly, any existing or prospective customer of the Company with whom he has gained significant business contacts while employed by the Company, to withdraw, curtail, or cancel business or negotiations with the Company; or (iv) serving as a consultant or contractor to any entity engaged in the copper mining, milling, smelting, refining, or hydrometallurgical business. St. Clair acknowledges and agrees that the geographic scope of this provision has not been limited because the Company's business and customers are worldwide and the Company has a legitimate, protectible business interest in its goodwill and relationships with its customers in preventing the solicitation of its customers regardless of the geographical location of its customers or where St. Clair is employed if and when he attempts such solicitation. 15. St. Clair acknowledges that the Company's employees are an integral part of the Company's business, and he understands and agrees that, because of the nature of the Company's business, it is necessary to afford fair protection to the Company from the loss of any such employees. Therefore, St. Clair agrees that, for the period beginning on the date of this Agreement and ending two years after the date of this Agreement, he shall not, directly or indirectly, hire or engage, or attempt to hire or engage any individual who shall have been an employee of the Company at any time during the one-year period before the date of this Agreement, whether for or on his behalf or for any entity in which he shall have a direct or indirect interest (or any subsidiary or affiliate of any such entity), whether as a proprietor, partner, co-venturer, financier, investor or stockholder, director, officer, employer, employee, servant, agent, representative, or otherwise. Any failure by St. Clair to comply with this provision shall constitute a material breach of this Agreement and shall entitle the Company to full reimbursement of the pay and benefits he received pursuant to this Agreement, in addition to any other damages and relief to which the Company may be entitled. 16. St. Clair understands that the special pay and benefits he will receive by this Agreement are not required by the Company's policies. St. Clair also understands that if he and the Company did not have this Agreement, he would not be getting this special pay and benefits. St. Clair and the Company agree that the fact that they are making this Agreement does not mean that the Company had any obligation or liability to St. Clair. 17. St. Clair will keep this Agreement confidential. He will only talk about it with his immediate family, his attorney, and his accountant or tax and financial advisor, and they will not discuss it with anyone else. 18. This Agreement may not be changed orally, but only by a written agreement signed by St. Clair and the Company. 19. St. Clair agrees not to bring any suit or claim against the Company or any of its related entities or individuals with respect to any matter, including those related to his employment with the Company or his separation from that employment. Therefore, St. Clair, for himself and his heirs, executors, administrators, representatives, agents, and assigns, forever releases the Company and its parents, subsidiaries, successors, predecessors, and affiliated entities, and their officers, directors, agents, employees, shareholders, attorneys, and representatives, from any and all claims, demands, liabilities, obligations, suits, charges, actions, and causes of action, whether known or unknown, past or present, accrued or not accrued, as of the date St. Clair signs this Agreement. The items released include, but are not limited to, matters relating to or arising out of his employment or separation from employment. Some examples of items released are claims under federal, state, or local laws, such as the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, the Employee Retirement Income and Security Act of 1974, the Americans with Disabilities Act, the Family and Medical Leave Act, the Arizona Civil Rights Act, any common law, tort, or contract claims, and any claims for attorneys' fees and costs. This provision, of course, does not affect St. Clair's rights, if any, to benefits under the Company's benefit plans in accordance with the terms of those plans, or to make a complaint to any state or federal agency with respect to issues related to his employment with the Company. 20. St. Clair agrees not to challenge this Agreement. If he attempts to do so, he must first return to the Company all of the pay and benefits he received from the Agreement. 21. St. Clair understands and agrees that the Company will suffer irreparable harm in the event that he breaches any of his obligations under this Agreement and that monetary damages will be inadequate to compensate the Company for such breach. Accordingly, St. Clair agrees that, in the event of his breach or threatened breach of any of the provisions of this Agreement, the Company, in addition to and not in limitation of any other rights, remedies, or damages available to the Company at law or in equity, shall be entitled to a temporary restraining order, preliminary injunction, and permanent injunction in order to prevent or to restrain any such breach by St. Clair or by any or all of his partners, co-venturers, employers, employees, servants, agents, representatives, and any and all persons directly or indirectly acting for, or on behalf of, or with him. The Company may seek such relief pursuant to a court action notwithstanding the arbitration provision set forth in paragraph 24 of this Agreement. 22. The provisions of this Agreement are severable. This means that if any provision is invalid, it will not affect the validity of the other provisions. If the scope of any restrictions of this Agreement should ever be deemed to exceed that permitted by applicable law or be otherwise overboard, St. Clair agrees that a court of competent jurisdiction shall enforce that restriction to the maximum scope permitted by law under the circumstances. 23. The laws of the State of Arizona will apply to this Agreement. 24. Any disputes arising in connection with this Agreement, other than disputes arising under paragraphs 12, 13, 14, 15, 21 and 22 shall be resolved by binding arbitration in accordance with the rules and procedures of the American Arbitration Association. Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction of this matter. Costs of the arbitration shall be borne equally by the parties. Unless the arbitrator otherwise determines, the party that does not prevail in any such action shall reimburse the other party for his or its reasonable attorneys' fees incurred with respect to such arbitration. 25. St. Clair has been advised by the Company to talk with an attorney of his choice before signing this Agreement. He has been given a period of at least 21 days to consider this Agreement, and he has had an opportunity to talk with an attorney about this Agreement. 26. St. Clair may revoke this Agreement. St. Clair may do so during the seven calendar days after the date he signs it. The Agreement will not become effective until the eighth calendar day after St. Clair signs it. If St. Clair wishes to revoke the Agreement, he must do so in writing and his written notice of revocation must be sent to Stuart L. Marcus ("Marcus"), Vice President - Human Resources, Phelps Dodge Corporation, 2600 N. Central Avenue, Phoenix, AZ 85004. To be effective, Marcus must receive the revocation of the Agreement during the seven calendar days after the day St. Clair signs it. 27. St. Clair has carefully considered his obligations as stated in this Agreement and agrees that the restrictions contained in this Agreement are fair and reasonable and are reasonably required for the Company's protection. St. Clair has carefully read this Agreement, he has had an opportunity to ask questions about it, he understands it, and he agrees to all of its provisions. St. Clair understands that by signing this Agreement, he agrees not to sue or bring any claim against the Company or any other entity or person he has released from claims. St. Clair has made this Agreement voluntarily and without any duress. Thomas M. St. Clair Phelps Dodge Corporation Stuart L. Marcus Vice President - Human Resources Date June 15, 1999 Date June 15, 1999 EX-12 6 COMPUTATION OF TOTAL DEBT TO TOTAL CAP. PHELPS DODGE CORPORATION AND SUBSIDIARIES

EX-15 7 LETTER FROM PRICEWATERHOUSECOOPERS LLP Exhibit 15 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: We are aware that our report dated July 12, 1999 on our review of interim financial information of Phelps Dodge Corporation for the period ended June 30, 1999 and included in the Corporation's quarterly report on Form 10-Q for the quarter then ended is incorporated by reference in the Prospectus constituting part of its Registration Statement and Post-Effective Amendment No. 1 on Form S-3 (Nos. 33-44380 and 333-36415) and in the Registration Statements on Form S-8 (Nos. 33-26442, 33-6141, 33-26443, 33-29144, 33-19012, 2-67317, 33-34363, 33-34362, 33-62648, 333-42231 and 333-52175). Yours very truly, PricewaterhouseCoopers LLP Phoenix, Arizona August 12, 1999 EX-27 8 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AT JUNE 30, 1999 AND THE RELATED CONSOLIDATED STATEMENTS OF OPERATIONS AND OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1999 OF PHELPS DODGE CORPORATION AND ITS SUBSIDIARIES AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 U.S. DOLLARS 6-MOS DEC-31-1999 JAN-01-1999 JUN-30-1999 1 143,900 0 395,500 0 263,500 967,000 6,142,500 2,641,400 4,901,500 771,500 801,700 0 0 362,400 2,011,000 4,901,500 1,354,200 1,354,200 1,073,200 1,073,200 248,400 0 48,000 (81,600) 18,700 (57,000) 0 (3,500) 0 (60,500) (1.04) (1.04)

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