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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
June 1, 2005
(Date of Report/Date of earliest event reported)
PHELPS DODGE CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 001-00082 13-1808503
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
One North Central Avenue
Phoenix, Arizona 85004-4414
(Address and zip code of principal executive offices)
(602) 366-8100
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June 1, 2005, Phelps Dodge Corporation (the "Company") entered into
a Shareholders Agreement (the "Shareholders Agreement") with Cyprus Climax
Metals Company, a Delaware corporation and wholly-owned indirect subsidiary of
the Company ("CCMC"), Sumitomo Corporation, a Japanese corporation ("SC"),
Sumitomo Metal Mining Co., Ltd., a Japanese corporation ("SMM"), Summit Global
Management B.V., a Dutch corporation ("SGM"), SMM Cerro Verde Netherlands B.V.,
a Dutch corporation (the "Sumitomo Participant"), Compania de Minas Buenaventura
S.A.A., a Peruvian sociedad anonima abierta ("BVN"), and Sociedad Minera Cerro
Verde S.A.A., a Peruvian sociedad anonima abierta ("Cerro Verde"). The
Shareholders Agreement sets forth certain agreements between the parties
relating to the operation and governance of Cerro Verde and the ownership of
Cerro Verde shares, including regarding the nomination of directors and transfer
restrictions on common stock. On the date the parties entered into the
Shareholders Agreement, CCMC, the Sumitomo Participant and BVN held
approximately 53.6%, 21.0% and 18.2%, respectively, of the shares of outstanding
common voting stock of Cerro Verde.
The Company and its affiliates have entered into various other
commercial arrangements with SC and SMM and their respective affiliates in
connection with other mining interests of the Company.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
EXHIBIT NUMBER DESCRIPTION
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Exhibit 10.1 Shareholders Agreement, dated as of June 1, 2005,
among Phelps Dodge Corporation, Cyprus Climax
Metals Company, a Delaware corporation, Sumitomo
Corporation, a Japanese corporation, Sumitomo
Metal Mining Co., Ltd., a Japanese Corporation,
Summit Global Management B.V., a Dutch corporation,
SMM Cerro Verde Netherlands B.V., a Dutch
corporation, Compania de Minas Buenaventura
S.A.A., a Peruvian sociedad anonima abierta, and
Sociedad Minera Cerro Verde S.A.A., a Peruvian
sociedad anonima abierta.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PHELPS DODGE CORPORATION
(Registrant)
By: /s/ S. David Colton
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Name: S. David Colton
Title: Senior Vice President and General
Counsel
Date: June 7, 2005
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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Exhibit 10.1 Shareholders Agreement, dated as of June 1, 2005,
among Phelps Dodge Corporation, Cyprus Climax
Metals Company, a Delaware corporation, Sumitomo
Corporation, a Japanese corporation, Sumitomo
Metal Mining Co., Ltd., a Japanese corporation,
Summit Global Management B.V., a Dutch
corporation, SMM Cerro Verde Netherlands B.V., a
Dutch corporation, Compania de Minas Buenaventura
S.A.A., a Peruvian sociedad anonima abierta, and
Sociedad Minera Cerro Verde S.A.A., a Peruvian
sociedad anonima abierta.
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