SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SNIDER TIMOTHY R

(Last) (First) (Middle)
C/O PHELPS DODGE CORPORATION
ONE NORTH CENTRAL AVENUE

(Street)
PHOENIX AZ 85004

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PHELPS DODGE CORP [ PD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President & COO
3. Date of Earliest Transaction (Month/Day/Year)
03/15/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares(1) 03/15/2004 M 15,000 A $40.605 74,677 D
Common Shares(2) 03/15/2004 S 15,000 D $80.31 59,677 D
Common Shares(1) 03/15/2004 M 4,811 A $69.2188 64,488 D
Common Shares(2) 03/15/2004 S 4,811 D $80.31 59,677 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options/Rights to Purchase(1) $40.605 03/15/2004 M 15,000 07/02/2003 07/02/2012 COMMON SHARES 15,000 $40.605 264,738 D
Employee Stock Options/Rights to Purchase(1) $69.2188 03/15/2004 M 4,811 05/06/2000 05/06/2009 COMMON SHARES 4,811 $69.2188 259,927 D
Explanation of Responses:
1. Exercise of stock options pursuant to the 1998 Phelps Dodge Corporation Stock Option and Restricted Share Plan and includes the right to have shares withheld to satisfy state and federal tax withholding obligations.
2. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the reporting person on February 9, 2004.
/ s / J. Dale Brunk, Attorney-in-fact for Timothy R. Snider 03/16/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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