Filed by Phelps Dodge Corporation
pursuant to Rule 425 under the
Securities Act of 1933 and deemed
filed pursuant to Rule 14a-6(b) of
the Securities Exchange Act of 1934, as amended
pursuant to Rule 425 under the
Securities Act of 1933 and deemed
filed pursuant to Rule 14a-6(b) of
the Securities Exchange Act of 1934, as amended
Subject Company: Phelps Dodge Corporation
Commission File No.: 333-139252
Commission File No.: 333-139252
The
following materials were mailed to shareholders of Phelps Dodge Corporation who, as of February 27,
2007, had not yet submitted their proxy for the March 14, 2007 Special Meeting.
One North Central Avenue, Phoenix, AZ 85004 • (602) 366-8100
YOUR VOTE IS IMPORTANT
PLEASE VOTE YOUR PROXY TODAY
PLEASE VOTE YOUR PROXY TODAY
February 27, 2007
Dear Shareholder:
We have previously mailed to you proxy materials in connection with the Special Meeting of
Shareholders of Phelps Dodge Corporation (“Phelps Dodge” or the “Company”) to be held on March 14,
2007. Your vote is requested for this important meeting.
At the Special Meeting, shareholders are being asked to consider and vote on a proposal to
approve and adopt an Agreement and Plan of Merger that we entered into on November 18, 2006, which
provides for the acquisition of the Company by Freeport-McMoRan Copper & Gold Inc. If the
transaction is completed, Phelps Dodge shareholders will have the right to receive 0.67 of a share
of Freeport-McMoRan common stock and $88.00 in cash, without interest, for each Phelps Dodge
common share they hold. Based on the closing sale price of shares of Freeport-McMoRan common stock
on November 17, 2006, the implied value of the merger consideration to be received by Phelps Dodge
shareholders in the transaction is $126.46 per share. This value will fluctuate prior to the
completion of the transaction as a result of changes in the value of Freeport-McMoRan common
stock.
According to our latest records, we have not yet received your proxy for this important
meeting. The Phelps Dodge board of directors recommends that Phelps Dodge shareholders vote FOR the
approval and adoption of the merger agreement and FOR the adjournment of the special meeting, if
necessary, to permit solicitation of additional proxies in favor of the above proposal. The
approval and adoption of the merger agreement, and therefore the consummation of the transaction,
requires the affirmative vote of the holders of 66 2/3% of the outstanding Phelps Dodge common
shares. The failure of a Phelps Dodge shareholder to vote with respect to the proposal will have
the same effect as a vote against the approval and adoption of the merger agreement. Accordingly,
the vote of all shareholders is important. Please act today to vote your shares.
Please submit your vote in this important matter regarding the future of your investment —
by voting by telephone, via the Internet, or by signing, dating and returning the enclosed proxy
or voting instruction form in the postage-paid return envelope provided.
Thank you for your cooperation and continued support.
Sincerely,
PHELPS DODGE CORPORATION
IMPORTANT RECENT DEVELOPMENT
In a report dated, February 23, 2007, Institutional Shareholder Services (ISS), a leading
independent proxy advisory firm that issues recommendations to institutional investors, recommended
that shareholders of Phelps Dodge Corporation vote “FOR” the approval and adoption of the merger
agreement with Freeport-McMoRan.
In making this recommendation, ISS concluded that “Based on
[ISS’s] review of the terms of the transaction, in particular the merger premium and strategic
rationale, we believe that the merger agreement warrants shareholder support.”
3 Easy Ways To Vote
Help your Company avoid the expense of further solicitation by voting today. You may use
one of the following simple methods to vote your shares:
| 1. | Vote by Telephone. Call the toll-free number listed for this purpose on your proxy card or voting instruction form. Have your control number listed on the form ready and follow the simple instructions. |
| 2. | Vote by Internet. Go to the website listed on your proxy card or voting instruction form. Have your control number listed on the form ready and follow the simple instructions. |
| 3. | Vote by Mail. Mark, sign, date and return your proxy or voting instruction form in the postage-paid return envelope provided. |
Please Act Today
YOUR VOTE IS IMPORTANT
Please help your Company save additional solicitation costs by signing, dating and mailing your
proxy card or voting instruction form today. Remember, a failure to vote is equivalent to a vote
against the merger agreement. Internet and telephone voting are also available. Please refer to
your proxy card or voting instruction form for instructions. Street name shareholders: Your bank or
broker cannot vote your shares on the merger proposal unless it receives your specific
instructions. Please return your vote immediately. If you have any questions or need assistance
voting your shares, please call D. F. King & Co., Inc., which is assisting us, toll-free at
1-800-769-4414.
1-800-769-4414.
Additional Information and Where to Find It
In connection with the proposed merger, Freeport-McMoRan Copper & Gold Inc. has filed a
registration statement on Form S-4 with the Securities and Exchange Commission (Registration No.
333-139252), containing a definitive joint proxy statement/prospectus. On or about February 13,
2007, the definitive joint proxy statement/prospectus was mailed to Phelps Dodge shareholders of
record at the close of business on February 12, 2007. INVESTORS AND SHAREHOLDERS ARE ADVISED TO
READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE IT CONTAINS IMPORTANT INFORMATION.
Investors and shareholders may obtain the definitive joint proxy statement/prospectus and other
documents filed with the SEC free of charge at the website maintained by the SEC at www.sec.gov. In
addition, documents filed with the SEC by Phelps Dodge are available free of charge on
the investor relations portion of the Phelps Dodge website at www.phelpsdodge.com. Documents filed
with the SEC by Freeport-McMoRan are available free of charge on the investor relations portion of
the Freeport-McMoRan website at http://www.fcx.com.
Participants in the Solicitation
Phelps Dodge, and certain of its directors and executive officers may be deemed to be
participants in the solicitation of proxies from its shareholders in connection with the merger.
Information concerning the interests of Phelps Dodge’s directors and executive officers in Phelps
Dodge is set forth in the definitive joint proxy statement/prospectus filed with the SEC.
Freeport-McMoRan, and certain of its directors and executive officers are participants in the
solicitation of proxies from the stockholders of Freeport-McMoRan in connection with the merger.
Information concerning the interests of Freeport-McMoRan’s directors and executive officers in
Freeport-McMoRan is also set forth in the definitive joint proxy statement/prospectus filed with
the SEC.
Other information regarding the direct and indirect interests, by security holdings or
otherwise, of the participants is described in the definitive joint proxy statement/prospectus
relating to the merger. Investors and stockholders can obtain more detailed information regarding
the direct and indirect interests of Phelps Dodge’s and Freeport-McMoRan’s directors and executive
officers in the merger by reading the definitive joint proxy statement/prospectus.
|
Phelps Dodge Corporation | |
| c/o Corporate Election Services | ||
| P.O. Box 3230 | ||
| Pittsburgh, PA 15230 |
Vote by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week
24 Hours a Day, 7 Days a Week
Internet and telephone voting are available through
4:00 AM MST the day of the special meeting.
Vote by Telephone
Have your proxy card available when you call Toll-Free 1-888-693-8683 using a touch-tone phone
and follow the simple instructions to record your vote.
Vote by Internet
Have your proxy card available when you access the website www.cesvote.com and follow the
simple instructions to record your vote.
Vote by Mail
Please mark, sign and date your proxy card and return it in the postage-paid envelope provided
or return it to: Phelps Dodge Corporation, c/o Corporate Election
Services, P.O. Box 3230,
Pittsburgh, PA 15230.
Vote by Telephone
Call Toll-Free using a
touch-tone telephone:
1-888-693-8683
Vote by Internet
Access the Website and
cast your vote:
www.cesvote.com
Vote by Mail
Sign and return your proxy
in the postage-paid
envelope provided.
Your telephone or Internet vote authorizes the named proxies to vote your shares in the same
manner as if you marked, signed and mailed your proxy card. If you vote your proxy by Internet
or by telephone, you do NOT need to mail back your proxy card.
manner as if you marked, signed and mailed your proxy card. If you vote your proxy by Internet
or by telephone, you do NOT need to mail back your proxy card.
è |
||||||
Proxy card must be signed and dated below.
6 Please fold and detach card at perforation before mailing. 6
6 Please fold and detach card at perforation before mailing. 6
| PHELPS DODGE CORPORATION | PROXY |
The proxies are instructed to vote as directed, and in their discretion on all other matters.
Where no direction is specified, this proxy will be voted “FOR” Proposals 1 and 2 as recommended by
the Board of Directors.
The Board of Directors unanimously recommends a vote “FOR” PROPOSALS 1 and 2 below.
The Board of Directors unanimously recommends a vote “FOR” PROPOSALS 1 and 2 below.
| FOR | AGAINST | ABSTAIN | ||||
PROPOSAL 1: Approve
and adopt
the Agreement and
Plan of Merger,
dated as of
November 18, 2006,
among
Freeport-McMoRan
Copper and Gold
Inc., Phelps Dodge
Corporation and
Panther Acquisition
Corporation, as amended.
|
o | o | o |
| FOR | AGAINST | ABSTAIN | ||||
PROPOSAL 2: Approve the
adjournment of the
special meeting, if
necessary, to
permit solicitation
of additional
proxies in favor of
Proposal 1.
|
o | o | o |
Signature(s)
|
Date | |
NOTE: Please sign name exactly as it appears hereon. Joint owners should each sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title as such. A
corporation should sign in its full corporate name by a duly authorized officer, stating such
officer’s title. A partnership should sign in the partnership name by an authorized person, stating
such person’s title and relationship to the partnership. |
||
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PHELPS DODGE CORPORATION
VOTE YOUR SHARES VIA THE INTERNET OR BY TELEPHONE
Dear Shareholder:
Your vote is important and Phelps Dodge Corporation encourages you to submit your proxy
electronically via the Internet or by telephone, both of which are available 24 hours a day, seven
days a week. If you vote your proxy by Internet or by telephone, you do NOT need to mail back your
proxy card.
| • | To submit your proxy electronically via the Internet, go to the Website: http://www.cesvote.com and follow the prompts. You must use the control number printed in the box by the arrow on the reverse side of this card. | ||
| • | To submit your proxy by telephone, use a touch-tone telephone and call 1-888-693-8683. You must use the control number printed in the box by the arrow on the reverse side of this card. |
Also, you may view the Proxy Statement on the Internet at http://www.phelpsdodge.com.
If you have any questions or need assistance in voting, please call D. F. King & Co., Inc.
toll-free at 1-800-769-4414. Shareholders calling from outside the U.S. and Canada may call +44 20
7920 9700.
Your vote is important. Thank you for voting.
Proxy card must be signed and dated on the reverse side.
▼ Please fold and detach card at perforation before mailing. ▼
▼ Please fold and detach card at perforation before mailing. ▼
PROXY
Solicited on behalf of the Board of Directors of Phelps Dodge Corporation
The undersigned shareholder of PHELPS DODGE CORPORATION hereby appoints Timothy
R. Snider, Ramiro G. Peru and S. David Colton, each or any of them, proxies of the undersigned,
each with power of substitution, at the special meeting of shareholders of the Corporation to be
held at The Heard Museum, 2301 North Central Avenue, Phoenix, Arizona on March 14 at 10:00 am,
MST and at any adjournments thereof, to vote all Common Shares of the
Corporation held or owned by the undersigned, including any which may be held for the undersigned’s
account under the Phelps Dodge Corporation Common Stock Investor Services Program administered by
Mellon Investor Services LLC.
For those participants who hold accounts with Common Shares through the Phelps Dodge Employee
Savings Plan and/or The Phelps Dodge Corporation Supplemental Savings Plan: the undersigned
instructs J.P. Morgan Chase Bank as Trustee for the Plans, to vote all shares or fractions of
shares credited to the account of the undersigned as of the record date, as directed on the reverse
side of this proxy. Those shares for which no directions are received will be voted by the Trustee
in its sole discretion.
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Please mark this box if you
plan to attend the Special
Meeting
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o | THIS PROXY IS CONTINUED ON THE REVERSE SIDE PLEASE SIGN ON THE REVERSE SIDE AND MAIL PROMPTLY |
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