8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Sections 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event
reported): August 13, 2002

Phelps Dodge Corporation

(Exact name of registrant as specified in its charter)

New York	333-67606	13-1808503
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One North Central Avenue
Phoenix, Arizona 85004
(Address of principal executive offices)
(Zip Code)

(602) 366-8100
(Registrant’s telephone number, including area code)

ITEM 7. EXHIBITS.

(c) Exhibits.

Exhibit 99.1	Certification of J. Steven Whisler, Chairman, President and Chief Executive Officer of Phelps Dodge Corporation (the “Company”), filed with the Securities and Exchange Commission pursuant to the Securities and Exchange Commission’s Order of June 27, 2002 requiring the filing of sworn statements pursuant to section 21(a)(1) of the Securities Exchange Act of 1934 (the “Order”).
Exhibit 99.2	Certification of Ramiro G. Peru, Senior Vice President and Chief Financial Officer of the Company, filed with the Securities and Exchange Commission pursuant to the Order.
Exhibit 99.3	Certification of J. Steven Whisler, Chairman, President and Chief Executive Officer of the Company, which accompanied the Company’s Form 10-Q for the quarterly period ended June 30, 2002, pursuant to 18 United States Code section 1350, as enacted by section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.4	Certification of Ramiro G. Peru, Senior Vice President and Chief Financial Officer of the Company, which accompanied the Company’s Form 10-Q for the quarterly period ended June 30, 2002, pursuant to 18 United States Code section 1350, as enacted by section 906 of the Sarbanes-Oxley Act of 2002.

ITEM 9. REGULATION FD DISCLOSURE.

Attached hereto as Exhibits 99.1 and 99.2 and incorporated by reference are the certifications of J. Steven Whisler, Chairman, President and Chief Executive Officer of the Company, and Ramiro G. Peru, Senior Vice President and Chief Financial Officer of the Company, respectively, filed with the Securities and Exchange Commission pursuant to the Order.

Attached hereto as Exhibits 99.3 and 99.4 and incorporated by reference are the certifications of J. Steven Whisler, Chairman, President and Chief Executive Officer of the Company, and Ramiro G. Peru, Senior Vice President and Chief Financial Officer of the Company, respectively, which accompanied the Company’s Form 10-Q for the quarterly period ended June 30, 2002, pursuant to 18 United States Code section 1350, as enacted by section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Phelps Dodge Corporation (Registrant)
Date: August 13, 2002	By:	/s/ Ramiro G. Peru
		Name: Title:	Ramiro G. Peru Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit
Number	Description
99.1	Certification of J. Steven Whisler, Chairman, President and Chief Executive Officer of Phelps Dodge Corporation (the “Company”), filed with the Securities and Exchange Commission pursuant to the Securities and Exchange Commission’s Order of June 27, 2002 requiring the filing of sworn statements pursuant to section 21(a)(1) of the Securities Exchange Act of 1934 (the “Order”).
99.2	Certification of Ramiro G. Peru, Senior Vice President and Chief Financial Officer of the Company, filed with the Securities and Exchange Commission pursuant to the Order.
99.3	Certification of J. Steven Whisler, Chairman, President and Chief Executive Officer of the Company, which accompanied the Company’s Form 10-Q for the quarterly period ended June 30, 2002, pursuant to 18 United States Code section 1350, as enacted by section 906 of the Sarbanes-Oxley Act of 2002.
99.4	Certification of Ramiro G. Peru, Senior Vice President and Chief Financial Officer of the Company, which accompanied the Company’s Form 10-Q for the quarterly period ended June 30, 2002, pursuant to 18 United States Code section 1350, as enacted by section 906 of the Sarbanes-Oxley Act of 2002.

EX-99.1 3 p66918exv99w1.txt EX-99.1 Exhibit 99.1 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, J. Steven Whisler, the Chief Executive Officer of Phelps Dodge Corporation, state and attest that: To the best of my knowledge, based upon a review of the covered reports of Phelps Dodge Corporation, and, except as corrected or supplemented in a subsequent covered report: no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). I have reviewed the contents of this statement with Phelps Dodge Corporation's audit committee. In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": Phelps Dodge Corporation's Annual Report on Form 10-K filed with the Commission on March 12, 2002; all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Phelps Dodge Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and any amendments to any of the foregoing. By: /s/ J. Steven Whisler Subscribed and sworn to ------------------------- Before me this 13th day of August, 2002 Name: J. Steven Whisler Date: August 13, 2002 /s/ Karen A. Tierney -------------------------------- Notary Public My Commission Expires: March 22, 2006 EX-99.2 4 p66918exv99w2.txt EX-99.2 Exhibit 99.2 STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Ramiro G. Peru, the Chief Financial Officer of Phelps Dodge Corporation, state and attest that: To the best of my knowledge, based upon a review of the covered reports of Phelps Dodge Corporation, and, except as corrected or supplemented in a subsequent covered report: no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). I have reviewed the contents of this statement with Phelps Dodge Corporation's audit committee. In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": Phelps Dodge Corporation's Annual Report on Form 10-K filed with the Commission on March 12, 2002; all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Phelps Dodge Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and any amendments to any of the foregoing. By: /s/ Ramiro G. Peru Subscribed and sworn to -------------------------- Before me this 13th day of August, 2002 Name: Ramiro G. Peru Date: August 13, 2002 /s/ Karen A. Tierney ----------------------------------- Notary Public My Commission Expires: March 22, 2006 EX-99.3 5 p66918exv99w3.txt EX-99.3 Exhibit 99.3 CERTIFICATION PURSUANT TO 18 UNITED STATES CODE SECTION 1350 The undersigned hereby certifies that, to his knowledge, the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002 of Phelps Dodge Corporation (the "Company") filed with the Securities and Exchange Commission on the date hereof fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ J. Steven Whisler ------------------------------ Name: J. Steven Whisler Title: Chairman, President and Chief Executive Officer Date: August 13, 2002 EX-99.4 6 p66918exv99w4.txt EX-99.4 Exhibit 99.4 CERTIFICATION PURSUANT TO 18 UNITED STATES CODE SECTION 1350 The undersigned hereby certifies that, to his knowledge, the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002 of Phelps Dodge Corporation (the "Company") filed with the Securities and Exchange Commission on the date hereof fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Ramiro G. Peru ---------------------------------- Name: Ramiro G. Peru Title: Senior Vice President and Chief Financial Officer Date: August 13, 2002 -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    Exhibit 99.1


     STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND
                 CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, J. Steven Whisler, the Chief Executive Officer of Phelps Dodge Corporation,
state and attest that:

To the best of my knowledge, based upon a review of the covered reports of
Phelps Dodge Corporation, and, except as corrected or supplemented in a
subsequent covered report:

no covered report contained an untrue statement of a material fact as of the end
of the period covered by such report (or in the case of a report on Form 8-K or
definitive proxy materials, as of the date on which it was filed); and

no covered report omitted to state a material fact necessary to make the
statements in the covered report, in light of the circumstances under which they
were made, not misleading as of the end of the period covered by such report (or
in the case of a report on Form 8-K or definitive proxy materials, as of the
date on which it was filed).

I have reviewed the contents of this statement with Phelps Dodge Corporation's
audit committee.

In this statement under oath, each of the following, if filed on or before the
date of this statement, is a "covered report":

Phelps Dodge Corporation's Annual Report on Form 10-K filed with the Commission
on March 12, 2002;

all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy
materials of Phelps Dodge Corporation filed with the Commission subsequent to
the filing of the Form 10-K identified above; and

any amendments to any of the foregoing.

By: /s/ J. Steven Whisler                Subscribed and sworn to
    -------------------------            Before me this 13th day of August, 2002
    Name:  J. Steven Whisler
    Date:   August 13, 2002

                                            /s/ Karen A. Tierney
                                         --------------------------------
                                         Notary Public
                                         My Commission Expires:
                                              March 22, 2006

EX-99.2

                                                                    Exhibit 99.2


     STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND
                 CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, Ramiro G. Peru, the Chief Financial Officer of Phelps Dodge Corporation,
state and attest that:

To the best of my knowledge, based upon a review of the covered reports of
Phelps Dodge Corporation, and, except as corrected or supplemented in a
subsequent covered report:

no covered report contained an untrue statement of a material fact as of the end
of the period covered by such report (or in the case of a report on Form 8-K or
definitive proxy materials, as of the date on which it was filed); and

no covered report omitted to state a material fact necessary to make the
statements in the covered report, in light of the circumstances under which they
were made, not misleading as of the end of the period covered by such report (or
in the case of a report on Form 8-K or definitive proxy materials, as of the
date on which it was filed).

I have reviewed the contents of this statement with Phelps Dodge Corporation's
audit committee.

In this statement under oath, each of the following, if filed on or before the
date of this statement, is a "covered report":

Phelps Dodge Corporation's Annual Report on Form 10-K filed with the Commission
on March 12, 2002;

all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy
materials of Phelps Dodge Corporation filed with the Commission subsequent to
the filing of the Form 10-K identified above; and

any amendments to any of the foregoing.

By: /s/ Ramiro G. Peru                  Subscribed and sworn to
    --------------------------          Before me this 13th day of August, 2002
    Name:  Ramiro G. Peru
    Date:   August 13, 2002

                                             /s/ Karen A. Tierney
                                        -----------------------------------
                                        Notary Public
                                        My Commission Expires:
                                        March 22, 2006

EX-99.3

                                                                    Exhibit 99.3


                                  CERTIFICATION
                 PURSUANT TO 18 UNITED STATES CODE SECTION 1350


           The undersigned hereby certifies that, to his knowledge, the
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002 of
Phelps Dodge Corporation (the "Company") filed with the Securities and Exchange
Commission on the date hereof fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information
contained in such report fairly presents, in all material respects, the
financial condition and results of operations of the Company.



                                                    /s/ J. Steven Whisler
                                                ------------------------------
                                                Name:  J. Steven Whisler
                                                Title: Chairman, President and
                                                       Chief Executive Officer
                                                Date:  August 13, 2002

EX-99.4

                                                                    Exhibit 99.4


                                  CERTIFICATION
                 PURSUANT TO 18 UNITED STATES CODE SECTION 1350


           The undersigned hereby certifies that, to his knowledge, the
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002 of
Phelps Dodge Corporation (the "Company") filed with the Securities and Exchange
Commission on the date hereof fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information
contained in such report fairly presents, in all material respects, the
financial condition and results of operations of the Company.



                                                   /s/ Ramiro G. Peru
                                             ----------------------------------
                                             Name:  Ramiro G. Peru
                                             Title: Senior Vice President and
                                                    Chief Financial Officer
                                             Date:  August 13, 2002