-----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, JavLwGx5ac2M3UywX6bvbxSn8aW9e0OPu/WBLH/q/d0WIlzLAcNb4UCrvezU9bSs Lm/t7Qj1LnqmbMWkx4Mkxw== 0000899243-95-000104.txt : 19970226 0000899243-95-000104.hdr.sgml : 19970226 ACCESSION NUMBER: 0000899243-95-000104 CONFORMED SUBMISSION TYPE: DEFS14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950504 FILED AS OF DATE: 19950323 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FREEPORT MCMORAN COPPER & GOLD INC CENTRAL INDEX KEY: 0000831259 STANDARD INDUSTRIAL CLASSIFICATION: 1000 IRS NUMBER: 742480931 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFS14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09916 FILM NUMBER: 95522615 BUSINESS ADDRESS: STREET 1: ONE E FIRST ST STE 1600 STREET 2: FIRST INTERSTATE BANK BLDG CITY: RENO STATE: NV ZIP: 89509 BUSINESS PHONE: 7026883000 FORMER COMPANY: FORMER CONFORMED NAME: FREEPORT MCMORAN COPPER COMPANY INC DATE OF NAME CHANGE: 19910114 DEF 14A 1 DEFINITIVE PROXY SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [_] Check the appropriate box: [_] Preliminary Proxy Statement [_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [_] Definitive Additional Materials [_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12 Freeport-McMoRan Copper & Gold Inc. - - - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - - - ------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a- 6(i)(3). [_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: --------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ---------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ---------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: --------------------------------------------------------------------------- (5) Total fee paid: --------------------------------------------------------------------------- [_] Fee paid previously with preliminary materials. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ---------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: --------------------------------------------------------------------------- (3) Filing Party: --------------------------------------------------------------------------- (4) Date Filed: --------------------------------------------------------------------------- Notes: [LOGO OF FREEPORT-MCMORAN COPPER & GOLD APPEARS HERE] ------------------ NOTICE OF ANNUAL MEETING OF STOCKHOLDERS MAY 4, 1995 ------------------ March 23, 1995 The Annual Meeting of Stockholders of Freeport-McMoRan Copper & Gold Inc. will be held at the office of the corporation, 1615 Poydras Street, New Orleans, Louisiana, on Thursday, May 4, 1995, at 9:00 a.m., for the following purposes: (1) To elect directors to hold office for one year and until their successors are respectively elected and qualified; (2) To ratify the appointment of Arthur Andersen LLP as the independent auditors to audit the financial statements of the corporation and its subsidiaries for the year 1995; and (3) To transact such other business as may properly come before the meeting. The Board of Directors has fixed March 10, 1995, as the record date for the determination of stockholders entitled to vote at the meeting. If you will be unable to attend the meeting, kindly mark, sign, date and return the enclosed form of proxy. A postage prepaid envelope is enclosed for your use. Prompt response is helpful, and your cooperation will be appreciated. By Order of the Board of Directors. Michael C. Kilanowski, Jr. Secretary FREEPORT-MCMORAN COPPER & GOLD INC. 1615 POYDRAS STREET NEW ORLEANS, LOUISIANA 70112 The Annual Report to Stockholders for the year 1994, including financial statements, is being mailed to stockholders together with these proxy materials on or about March 23, 1995. PROXY STATEMENT This statement is furnished in connection with a solicitation of proxies by the Board of Directors (the "Board of Directors" or the "Board") of Freeport- McMoRan Copper & Gold Inc. (the "Company") to be used at the Annual Meeting of Stockholders of the Company (the "Meeting"), to be held on May 4, 1995. VOTING PROCEDURE Stockholders of record at the close of business on March 10, 1995, will be entitled to vote at the Meeting. On the record date there were outstanding 65,972,568 shares of the Company's Class A Common Stock ("Class A Common Shares") and 139,980,763 shares of the Company's Class B Common Stock ("Class B Common Shares"). Each of the Class A Common Shares and the Class B Common Shares (collectively, the "Common Shares") entitles the holder thereof to one vote on all matters to be presented at the Meeting, voting together as a single class. The By-Laws of the Company (the "By-Laws") provide that the holders of a majority of the Common Shares issued and outstanding and entitled to vote at the Meeting, present in person or represented by proxy, shall constitute a quorum at the Meeting. Votes cast at the Meeting will be counted by the persons appointed by the Company to act as inspectors of election for the Meeting. The inspectors of election will treat Common Shares represented by a properly executed and returned proxy as present at the Meeting for purposes of determining a quorum. Abstentions and broker non-votes with respect to particular proposals will not affect the determination of a quorum. Thus Common Shares pursuant to which abstentions are properly cast will be counted as present for purposes of determining a quorum. Directors will be elected by a plurality vote of the Common Shares present, in person or by proxy, and entitled to vote at the Meeting. Accordingly, abstentions and broker non-votes as to the election of directors do not count as votes for or against such election. Except as otherwise provided by statute, the Certificate of Incorporation of the Company, or the By-Laws, all other matters coming before the Meeting shall be decided by the vote of a majority of the number of Common Shares present in person or represented by proxy at the Meeting and entitled to vote thereat. Thus abstentions as to particular proposals will have the same effect as votes against such proposals, but broker non-votes as to such particular proposals will not be deemed to be a part of the voting power present with respect to such proposals and will therefore not count as votes for or against such proposals and will not be included in calculating the number of votes necessary for approval of such proposals. Proxies in the enclosed form are solicited by the Board of Directors of the Company to provide an opportunity to every stockholder to vote on all matters scheduled to come before the Meeting, whether or not he or she attends in person. If proxies in the enclosed form are properly executed and returned, the Common Shares represented thereby will be voted at the Meeting in accordance with stockholder direction. Proxies in the enclosed form will be voted for the election of directors and for the ratification of the appointment of auditors unless contrary specification is made. Any stockholder executing a proxy may revoke that proxy or submit a revised one at any time before it is voted. A stockholder may also attend the Meeting in person and vote by ballot, thereby cancelling any proxy previously given. Except for the election of directors and the ratification of the appointment of auditors, management expects no other matters to be presented for action at the Meeting. If, however, any other matters properly come before the Meeting, the persons named as proxies in the enclosed form of proxy intend to vote in accordance with their judgment on the matters presented. Freeport-McMoRan Inc. ("FTX"), which has its principal executive offices at 1615 Poydras Street, New Orleans, Louisiana 70112, owned as of the record date of March 10, 1995, 1,859,660 of the Class A Common Shares and all 139,980,763 of the Class B Common Shares. Thus, as of the record date, FTX owned directly 141,840,423, or approximately 68.9%, of the outstanding Common Shares. FTX has sole voting and investment power with respect to all the Common Shares held of record by it and has, therefore, sufficient voting power, without the vote of any other holder of Common Shares, to determine the outcome of all matters that may come before the Meeting other than matters upon which the Class A Common Shares shall vote as a single class. FTX has advised the Company that it intends to vote all such Common Shares for the election of directors and for the ratification of the appointment of auditors. PROXY SOLICITATION The cost of soliciting proxies will be borne by the Company. In addition to solicitations by mail, arrangements have been made for brokers and nominees to send proxy material to their principals, and the Company will reimburse them for their reasonable expenses in doing so. The Company has retained Georgeson & Co. Inc., Wall Street Plaza, New York, New York, to assist it in the solicitation of proxies from brokers and nominees. It is estimated that the fees for the services of that firm will be $7,500; the Company will also reimburse the firm for its reasonable out-of-pocket expenses incurred in connection with providing the services. Certain employees of 2 the Company, who will receive no compensation for their services other than their regular remuneration, may also solicit proxies by telephone, telegram, telex, telecopy, or personal interview. STOCKHOLDER PROPOSALS Any proposal of a stockholder intended to be presented at the Company's 1996 Annual Meeting of Stockholders must be received by the Company for inclusion in the proxy statement and form of proxy for that meeting no later than November 27, 1995. CORPORATE GOVERNANCE The Board of Directors of the Company, which held six meetings during 1994, has primary responsibility for directing the management of the business and affairs of the Company. The Board currently consists of eight members. To provide for effective direction and management of the Company's business, the Board of Directors has established committees of the Board, including the Audit Committee. The Audit Committee reviews the financial statements of the Company and exercises general oversight with respect to the activities of the Company's independent auditors and Controller and related matters. The Audit Committee currently consists of Mr. Erdahl as Chairman, and Messrs. Siegel, Smith, and Umene, none of whom is an officer or an employee of the Company or any of its subsidiaries. The Audit Committee met three times during 1994. The Board considers the present committee structure appropriate in light of the Company's particular circumstances and has chosen, therefore, not to establish nominating or compensation committees. Each of the present directors attended 75% or more of the 1994 meetings of the Board and of the committees on which he served during the period of his Board membership and committee service. The address of each member of the Board is c/o Freeport-McMoRan Copper & Gold Inc., 1615 Poydras Street, New Orleans, Louisiana 70112. 3 ELECTION OF DIRECTORS At the Meeting eight directors are to be elected, each to hold office for one year and until his successor is elected and qualified (see, however, the transactions described below). If, contrary to present expectation, any of such nominees should become unavailable for any reason, the Board of Directors may reduce the size of the Board or votes may be cast pursuant to the accompanying form of proxy for a substitute nominee designated by the Board. Pursuant to its consent solicitation statement dated February 7, 1995, the Company has obtained the required consents of its stockholders to the proposals described therein, including (1) a proposal to adopt an agreement and plan of merger (the "Merger Agreement") dated as of February 7, 1995, between the Company and FM Facilitating Company, Inc., a recently created wholly owned subsidiary of the Company ("Facilitating"), providing for the merger of Facilitating with and into the Company (the "Merger"), which will effect changes to the capital structure of the Company and the voting rights of its common stock and preferred stock so as to permit FTX to distribute to its stockholders, on a tax-free basis, all the Class B Common Shares owned by it at the time of such distribution (the "Distribution"), and (2) several proposals (the "New Benefit Plan Proposals") to establish, effective upon the Distribution, five new benefit plans providing for the grant of stock options to the directors of the Company and the grant of annual cash bonuses, long-term performance incentives, stock options, and other stock-based awards to officers and employees of the Company. The Merger Agreement also provides for the designation of the members of the Board of Directors of the Company upon the effective time of the Merger. Immediately following the Merger, the Board of Directors of the Company will be expanded. The Merger Agreement also provides for the Board of Directors to be divided upon the effective time of the Merger into three classes with staggered terms up to three years. Notwithstanding the adoption of the Merger Agreement by the stockholders of the Company, the Merger will not be consummated until such time as the management of the Company believes that there is no longer any inhibition to the completion of the Distribution. If elected at the Meeting, Ronald Grossman is expected to resign from the Board of Directors prior to the effective time of the Merger to pursue other opportunities. In addition, shortly following the Distribution, it is expected that, if elected at the Meeting, Elwin E. Smith will retire from the Board. The Company, FTX, The RTZ Corporation PLC ("RTZ"), and RTZ America Inc. ("RTZA") recently signed letters of intent relating to a series of transactions whereby, among other things, RTZA will acquire from FTX up to 18% of the Common Shares. Shortly following the Distribution, representatives of RTZA, in proportion to the ownership of RTZA in the Company, will be appointed as interim directors of the Company to take office until the next meeting of the stockholders of the Company at which directors will be elected. RTZA will 4 thereafter have the right to nominate its representatives, in proportion to the ownership of RTZA in the Company, for election by the stockholders of the Company at stockholder meetings at which directors will be elected. These transactions with RTZA will affect the composition and possibly the size of the Board of Directors, although no determination has been made as to the number or identity of RTZA nominees or the manner in which the changes will be effected. The transactions with RTZA are subject to, among other things, certain regulatory approvals. The acquisition of Common Shares by RTZA, the Merger, and the Distribution are expected to be completed after the Meeting and prior to June 30, 1995. INFORMATION ABOUT NOMINEES AND DIRECTORS The following table shows, as of December 31, 1994, the ages, principal occupations and employment during the past five years, other directorships and positions with the Company of each of the nominees, and the years in which they first became directors of the Company. None of the organizations referred to in such table is an affiliate of the Company except for FTX and P.T. Freeport Indonesia Company ("PT-FI"), the principal operating subsidiary of the Company.
YEAR FIRST PRINCIPAL OCCUPATIONS, OTHER DIRECTORSHIPS ELECTED A NAME OF NOMINEE AGE AND POSITIONS WITH THE COMPANY DIRECTOR --------------- --- ------------------------------------------ ---------- Leland O. Erdahl 66 Consultant. President and Chief Executive 1988 Officer of Albuquerque Uranium Corp., producer and seller of uranium concentrates, until 1992. President and Chief Executive Officer of Stolar Inc., mining industry services, products, and equipment, until 1991. Director of Canyon Resources Corporation, Hecla Mining Company, Original Sixteen to One Mine, Inc., and Uranium Resources, Inc. Trustee of a group of John Hancock mutual funds. Ronald Grossman 58 Consultant. Commissioner of PT-FI. Senior 1988 Vice President of the Company until 1993. Executive Vice President and Chief Financial Officer of FTX until 1993. Senior Vice President of FTX until 1992. Rene L. Latiolais 52 Vice Chairman of the Board of the Company. 1993 President and Chief Operating Officer of FTX. Commissioner of PT-FI. Executive Vice President of FTX until 1993. Senior Vice President of FTX until 1992. Director of FTX and McMoRan Oil & Gas Co. ("MOXY").
5
YEAR FIRST PRINCIPAL OCCUPATIONS, OTHER DIRECTORSHIPS ELECTED A NAME OF NOMINEE AGE AND POSITIONS WITH THE COMPANY DIRECTOR --------------- --- ------------------------------------------ ---------- George A. Mealey 61 President and Chief Executive Officer of 1988 the Company. Executive Vice President of FTX. Director and Executive Vice President of PT-FI. James R. Moffett 56 Chairman of the Board of the Company. 1992 Chairman of the Board and Chief Executive Officer of FTX. President Commissioner of PT-FI. Director of FTX and MOXY. Wolfgang F. Siegel 62 Director of Kreditanstalt fur 1988 Wiederaufbau, a bank owned by the Federal Republic of Germany (the "FRG") and the states comprising the FRG. Elwin E. Smith 72 Sole proprietor of Elwin Smith 1988 International, consultants to global industrial corporations. Eiji Umene 69 President of the Japan-United States 1992 Business Council. Executive Advisor of Nippon Steel Corporation until 1994. Director of Schlumberger Limited.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934 According to (i) the Forms 3 and 4 and any amendments thereto filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 ("Section 16") and furnished to the Company during 1994 by persons subject to Section 16 at any time during 1994 with respect to securities of the Company ("Company Section 16 Insiders"), (ii) the Forms 5 with respect to 1994 and any amendments thereto filed pursuant to Section 16 and furnished to the Company by Company Section 16 Insiders, and (iii) the written representations from Company Section 16 Insiders that no Form 5 with respect to the securities of the Company was required to be filed by such Company Section 16 Insider, respectively, with respect to 1994, no Company Section 16 Insider failed to file altogether or timely any Forms 3, 4, or 5 required by Section 16 with respect to the securities of the Company or to disclose on such Forms transactions required to be reported thereon. 6 STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS In addition to the elected executive officers of the Company (the "Elected Executive Officers"), certain officers of FTX and PT-FI are deemed by the Company to be executive officers of the Company (the "Designated Executive Officers") for purposes of the federal securities laws. According to information furnished by each of the Elected Executive Officers and the Designated Executive Officers (collectively, the "Executive Officers") of the Company and each of the directors of the Company, the number of Class A Common Shares and of shares of FTX Common Stock ("FTX Shares") beneficially owned by each of them as of December 31, 1994, was as follows:
NUMBER OF CLASS A NUMBER OF COMMON FTX SHARES SHARES NAME OF INDIVIDUAL OR BENEFICIALLY BENEFICIALLY IDENTITY OF GROUP OWNED (A) OWNED (A) --------------------- ------------ ------------ Richard C. Adkerson 5,503(b) 289,170(b)(c)(d) Leland O. Erdahl 11,605(e) 0 Charles W. Goodyear 0(f) 284,893(c)(d)(f) Ronald Grossman 17,332(g) 440,262(c)(d)(g) Rene L. Latiolais 10,372 640,893(c)(d) George A. Mealey 16,594 388,543(c)(d) James R. Moffett 95,302(h) 3,551,945(c)(d)(h) Wolfgang F. Siegel 0 0 Elwin E. Smith 36,799(i) 934 Eiji Umene 0 0 15 directors and Executive Officers as a group, including those persons named above 274,154(j) 6,351,888(j)
- - - --------- (a) Except as otherwise noted, the individuals referred to have sole voting and investment power with respect to such Shares. With the exception of Mr. Moffett, who beneficially owns 2.6% of the outstanding FTX Shares, each of the individuals referred to holds less than 1% of the outstanding Class A Common Shares and FTX Shares, respectively. Mr. Goodyear owns 2,000 Depositary Shares representing Silver-Denominated Preferred Stock of the Company. Mr. Grossman owns 2,500 Depositary Shares representing Gold- Denominated Preferred Stock of the Company. (b) Includes 5,503 Class A Common Shares held in trust for the benefit of Mr. Adkerson, 776 FTX Shares that may be acquired upon the conversion of 6.55% Convertible Subordinated Notes due January 15, 2001 of FTX held in trust for the benefit of Mr. Adkerson, and 2,884 FTX Shares that may be acquired upon the conversion of Zero Coupon Convertible Subordinated Debentures due 2006 of FTX held in trust for the benefit of Mr. Adkerson. 7 (c) Includes FTX Shares that could be acquired within 60 days after December 31, 1994 upon the exercise of options granted pursuant to the employee stock option plans of FTX, as follows: Mr. Adkerson, 282,087 FTX Shares; Mr. Goodyear, 282,087 FTX Shares; Mr. Grossman, 427,910 FTX Shares; Mr. Latiolais, 454,898 FTX Shares; Mr. Mealey, 362,729 FTX Shares; Mr. Moffett, 2,016,805 FTX Shares; all directors and Executive Officers as a group (11 persons), 4,409,629 FTX Shares. (d) Includes FTX Shares held by the trustee under the Employee Capital Accumulation Program of FTX, as follows: Mr. Adkerson, 3,423 FTX Shares; Mr. Goodyear, 2,742 FTX Shares; Mr. Grossman, 1,932 FTX Shares; Mr. Latiolais, 16,022 FTX Shares; Mr. Mealey, 9,914 FTX Shares; Mr. Moffett, 23,742 FTX Shares; all directors and Executive Officers as a group (9 persons), 87,305 FTX Shares. (e) Includes a total of 1,100 Class A Common Shares and a total of 2,505 Class A Common Shares that may be acquired upon the conversion of Depositary Shares representing Step-Up Convertible Preferred Stock of the Company ("Step-Up Preferred Shares") held in retirement accounts for the benefit of Mr. Erdahl. (f) See note (a) above. Includes 64 FTX Shares held in a retirement trust for the benefit of Mr. Goodyear. (g) See note (a) above. Includes 675 Class A Common Shares held in trust for the benefit of Mr. Grossman and 270 Class A Common Shares held in trust for the benefit of Mr. Grossman's spouse as to which he disclaims beneficial ownership. Also includes 358 FTX Shares owned by Mr. Grossman's spouse with respect to which he disclaims beneficial ownership. (h) Includes a total of 21,959 Class A Common Shares and 214,648 FTX Shares held for the benefit of a trust with respect to which Mr. Moffett and an Executive Officer of the Company, as co-trustees of such trust, have sole voting and investment power but have no beneficial interest therein. Mr. Moffett and such Executive Officer disclaim beneficial ownership of such Shares held for the benefit of such trust. Includes a total of 30,149 Class A Common Shares and 85,140 FTX Shares held for the benefit of two trusts created by Mr. Moffett for the benefit of his two children, who are adults. An Executive Officer of the Company and another individual, as co-trustees of the two trusts, have sole voting and investment power with respect to such Shares held for the benefit of such trusts but have no beneficial interest therein. Mr. Moffett and such Executive Officer disclaim beneficial ownership of such Shares held for the benefit of such trusts. Includes a total of 675 Class A Common Shares and 88,000 FTX Shares held for the benefit of a trust created by Mr. Moffett for the benefit of an educational fund and his two children, who are adults. An Executive Officer of the Company and another individual, as co-trustees of such trust, have sole voting and investment power with respect to such FTX Shares held for the benefit of such trust but have no beneficial interest therein. Mr. Moffett and such Executive Officer disclaim beneficial ownership of such FTX Shares held for the benefit of such trust. 8 (i) Includes 21,200 Class A Common Shares held for the benefit of a trust of which Mr. Smith is the sole beneficiary. Also includes 1,670 Class A Common Shares that may be acquired upon the conversion of Step-Up Preferred Shares and 4,696 Class A Common Shares that may be acquired upon the conversion of Depositary Shares representing 7% Convertible Exchangeable Special Preference Stock of the Company ("Special Preference Shares") held in such trust. As the trustee of such trust, Mr. Smith has sole voting and investment power with respect to such Shares held for the benefit of such trust. (j) See notes (b) through (i) above. Includes 8,474 Class A Common Shares and 1,516 FTX Shares held in trust for the benefit of one of the Executive Officers, a total of 2,183 Class A Common Shares and 92 FTX Shares held by or in trust for the benefit of the spouse of such Executive Officer as to which beneficial ownership is disclaimed, and a total of 14,544 Class A Common Shares and 2,300 FTX Shares held by such Executive Officer as custodian as to which beneficial ownership is disclaimed. These total numbers of Shares represent less than 1% of the outstanding Class A Common Shares and approximately 4.5% of the outstanding FTX Shares, respectively. STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS According to information furnished by the person known to the Company to be a beneficial owner of more than five percent of Class A Common Shares, the number of Class A Common Shares beneficially owned by such person as of December 31, 1994, was as follows:
NUMBER OF CLASS A COMMON SHARES BENEFICIALLY PERCENT NAME AND ADDRESS OF PERSON OWNED OF CLASS -------------------------- ------------ -------- J.P. Morgan & Co. Incorporated 9,416,864(a) 14.2% 60 Wall Street New York, New York 10260
- - - --------- (a) J.P. Morgan & Co. Incorporated has, indirectly through subsidiaries, sole voting power as to 5,062,425 of such Class A Common Shares, shared voting power as to 8,738 of such Class A Common Shares, sole investment power as to 9,328,766 of such Class A Common Shares, and shared investment power as to 88,098 of such Class A Common Shares. Of such 9,416,864 Class A Common Shares, 357,120 may be acquired upon the conversion of Special Preference Shares and 597,961 may be acquired upon the conversion of Step-Up Preferred Shares. All outstanding Class B Common Shares and a certain number of the Class A Common Shares are owned by FTX. For information with respect thereto, see "Voting Procedure" above. 9 COMPENSATION OF DIRECTORS Each director who is not an officer of the Company or any of its affiliated companies receives an annual fee of $25,000 for serving on the Board and any of the committees of the Board. Directors who are also officers of the Company or any of its affiliated companies are not entitled to an annual fee. The compensation arrangements for the directors of the Company after the Distribution will be determined by the Board of Directors. As indicated above, the stockholders of the Company did consent to the New Benefit Plan Proposals to establish, effective upon the Distribution, new benefit plans providing for, among other things, the grant of stock options to the directors of the Company. Notwithstanding the adoption of the New Benefit Plan Proposals by the stockholders of the Company, none of them will be implemented until such time as the management of the Company believes that there is no longer any inhibition to the completion of the Distribution. COMPENSATION OF EXECUTIVE OFFICERS AND CERTAIN TRANSACTIONS At this time the Company does not employ any of its Executive Officers, nor does it compensate them for their services. The Executive Officers of the Company are either employed or retained by FTX or PT-FI, respectively. The President and Chief Executive Officer of the Company, George A. Mealey, is employed by FTX. The four most highly compensated Executive Officers of the Company other than Mr. Mealey are James R. Moffett, Rene L. Latiolais, Richard C. Adkerson, and Charles W. Goodyear; they are also employed by FTX. The determination as to which Executive Officers of the Company were the most highly compensated was made by reference to the total annual salary and bonus for 1994 of the Executive Officer employed by PT-FI and the total annual salary and bonus for 1994 of each of the Executive Officers employed by FTX that was allocated to the Company by FTX pursuant to the Management Services Agreement (as defined below) on the basis of time devoted to Company activities. The Company, FTX, and PT-FI are parties to a Management Services Agreement (the "Management Services Agreement") pursuant to which FTX currently furnishes general executive, administrative, financial, accounting, legal, insurance, sales, and certain other services to the Company and PT-FI (collectively, the "Company Group"). The services of all but one of the Executive Officers of the Company and the services of certain officers and employees of PT-FI are currently provided to the Company Group under the Management Services Agreement. The Company and PT-FI have heretofore reimbursed FTX at FTX's cost, including allocated overhead, for such services. The Management Services Agreement also provides currently for the use of the services of certain of the Company Group's employees by FTX and its subsidiaries on a similar cost reimbursement basis. All but one of the Executive Officers of the Company are currently compensated exclusively by FTX for their services to the Company Group. All the Executive Officers of the Company are currently eligible to participate in certain FTX benefit plans and programs. The total costs to FTX for the Executive Officers of the Company, including 10 the costs borne by FTX with respect to such plans and programs, have heretofore been allocated to the Company, to the extent practicable, in proportion to the time spent by such Executive Officers on Company Group affairs. No other payment has heretofore been made by the Company to FTX for providing such compensation and benefit plans and programs to the Executive Officers of the Company. The total amount charged by FTX to the Company Group for all services under the Management Services Agreement was approximately $54,300,000 in 1994. It is expected that the Management Services Agreement will be terminated within one year following the Distribution, and thereafter the Company will not contract with FTX for the services of the Executive Officers and other key management personnel of the Company. The compensation arrangements for the Executive Officers after the Distribution will be determined by the Board of Directors or an appropriate committee thereof. As indicated above, the stockholders of the Company did consent to the New Benefit Plan Proposals to establish, effective upon the Distribution, new benefit plans providing for, among other things, the grant of annual cash bonuses, long-term performance incentives, stock options, and other stock-based awards to officers and employees of the Company. Notwithstanding the adoption of the New Benefit Plan Proposals by the stockholders of the Company, none of them will be implemented until such time as the management of the Company believes that there is no longer any inhibition to the completion of the Distribution. In recognition of the services of Hoediatmo Hoed as President Director of PT- FI, and to enhance the probability that such services will continue in the future, PT-FI made a non-interest bearing demand loan to him in 1992. The balance as of January 1, 1994, of the principal amount on such loan was $222,401. As additional compensation for services, PT-FI forgave in 1994 $25,668 of the principal amount of such loan. The remaining balance as of December 31, 1994, of the principal amount on such loan was $196,733. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The Company has no compensation committee or other board committee performing equivalent functions because the Board of Directors of the Company makes no deliberations concerning executive officer compensation. The Executive Officers of the Company are either employed or retained by FTX or PT-FI, respectively. None of the Executive Officers of the Company served during 1994 as a director or as a member of the compensation committee of another entity (other than FTX or a subsidiary of the Company or FTX), one of whose executive officers served as a director of the Company. For a description of certain transactions between the Company and FTX, see "Compensation of Executive Officers and Certain Transactions" above. 11 PERFORMANCE GRAPH The following graph compares the change in the cumulative total shareholder return on Class A Common Shares with the cumulative total return of the Standard & Poor's 500 Stock Index and the cumulative total return of the Dow Jones Other Non-Ferrous Metals Group Index during 1990, 1991, 1992, 1993, and 1994. COMPARISON OF CUMULATIVE TOTAL RETURN* FREEPORT-MCMORAN COPPER & GOLD INC., S & P 500 INDEX & DOW JONES OTHER NON-FERROUS METALS GROUP [GRAPH APPEARS HERE]
1989 1990 1991 1992 1993 1994 Freeport-McMoRan Copper & $100.00 $163.62 $350.43 $480.30 $564.31 $491.79 Gold Inc. S&P 500 $100.00 $ 96.89 $126.42 $136.05 $149.76 $151.74 Dow Jones Other $100.00 $ 96.24 $105.17 $152.12 $155.78 $201.52 Non-Ferrous Metals Group
ASSUMES $100 INVESTED ON DECEMBER 31, 1989 IN FREEPORT- McMoRan FREEPORT-MCMORAN COPPER & COPPER & GOLD INC. CLASS A COMMON GOLD INC. STOCK, S&P 500 INDEX & DOW JONES OTHER NON-FERROUS METALS GROUP S&P 500 * TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS DOW JONES OTHER NON- FERROUS METALS GROUP 12 RATIFICATION OF AUDITORS The Board of Directors of the Company seeks ratification by the stockholders of the Board's appointment of Arthur Andersen LLP to act as the independent auditors of the financial statements of the Company and its subsidiaries for the year 1995. The Board has not determined what, if any, action would be taken should the appointment of Arthur Andersen LLP not be ratified. One or more representatives of the firm will be available at the Meeting to respond to appropriate questions, and those representatives will also have an opportunity to make a statement. 13 [RECYCLING LOGO APPEARS HERE] FREEPORT-MCMORAN COPPER & GOLD INC. PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF STOCKHOLDERS, MAY 4, 1995 The undersigned hereby appoints James R. Moffett, Rene L. Latiolais, and George A. Mealey as proxies, with full power of substitution, to vote the shares of the undersigned in Freeport-McMoRan Copper & Gold Inc. at the Annual Meeting of Stockholders to be held on Thursday, May 4, 1995, at 9:00 a.m., and at any adjournment thereof, on all matters coming before the meeting. THE PROXIES WILL VOTE: (1) AS YOU SPECIFY ON THE BACK OF THIS CARD, (2) AS THE BOARD OF DIRECTORS RECOMMENDS WHERE YOU DO NOT SPECIFY YOUR VOTE ON A MATTER LISTED ON THE BACK OF THIS CARD, AND (3) AS THE PROXIES DECIDE ON ANY OTHER MATTER. DATED ___________________________________, 1995 _______________________________________________ _______________________________________________ (SIGNATURE) IF YOU WISH TO VOTE ON ALL MATTERS AS THE BOARD OF DIRECTORS RECOMMENDS, PLEASE SIGN, DATE AND RETURN THIS CARD. IF YOU WISH TO VOTE ON ITEMS INDIVIDUALLY, PLEASE ALSO MARK THE APPROPRIATE BOXES ON THE BACK OF THIS CARD. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE (CONTINUED FROM OTHER SIDE) The Board of Directors recommends a vote FOR: 1. Election of the nominees for directors. Nominees for directors of Freeport-McMoRan Copper & Gold Inc. Leland O. Erdahl [_] FOR[_] WITHHELD Ronald Grossman [_] FOR, EXCEPT WITHHELD FROM: Rene L. Latiolais George A. Mealey James R. Moffett Wolfgang F. Siegel Elwin E. Smith Eiji Umene ---------------------------------- 2. Ratification of appointment of Arthur Andersen LLP as independent auditors. [_] FOR[_] AGAINST[_] ABSTAIN - - - -------------------------------------------------------------------------------- You may specify your votes by marking the appropriate boxes on this side. You need not mark any boxes, however, if you wish to vote all items in accordance with the Board of Directors' recommendation. IF YOUR VOTES ARE NOT SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES FOR DIRECTORS AND FOR PROPOSAL 2. PLEASE SIGN AND DATE ON OTHER SIDE -----END PRIVACY-ENHANCED MESSAGE-----