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
Date
of Report (Date of earliest event reported): January 17,
2006
FREEPORT-McMoRan
COPPER & GOLD INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-9916
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74-2480931
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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1615
Poydras Street
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New
Orleans, Louisiana
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70112
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (504) 582-4000
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))
Item
2.02. Results
of Operations and Financial Condition.
Freeport-McMoRan
Copper & Gold Inc. (FCX) issued a press release dated January 17, 2006,
announcing its fourth-quarter and twelve-month 2005 results (see exhibit
99.1)
and presented slides on its web site that accompanied its January 17, 2006,
earnings conference call (see exhibit 99.2).
Item
3.02. Unregistered
Sales of Equity Securities.
During
2005, FCX privately negotiated transactions with holders representing $251.3
million of its 7% Convertible Senior Notes due 2011 to induce conversion
into
8.1 million shares of FCX common stock, including $62.9 million of
fourth-quarter 2005 conversions into 2.0 million shares of FCX common stock,
as
described in the press release dated January 17, 2006 (see Exhibit 99.1).
These
transactions are in reliance on the exemption from registration provided
under
Section 3(a)(9) of the Securities Act of 1933.
Item
8.01. Other
Events.
During
its earnings conference call, FCX reported that its President and Chief
Executive Officer submitted a letter dated January 11, 2006 to editors
of
The
New York Times
in
response to misstatements in recent articles about FCX’s mining operations in
Indonesia (see the letter on FCX’s web site, www.fcx.com).
During
its earnings conference call, FCX also stated that, following the media
reports,
it received informal inquiries from governmental agencies related to FCX’s
support of Indonesian security institutions. FCX is fully cooperating with
these
requests. As described in FCX’s public filings, FCX provides support to assist
security institutions deployed and directed by the Government of Indonesia
with
infrastructure, logistics and the hardship elements of posting in Papua
and
FCX’s practices adhere to the joint U.S. State Department-British Foreign Office
Voluntary Principles on Security and Human Rights.
Item
9.01. Financial
Statements and Exhibits.
(c)
Exhibits.
The
Exhibits included as part of this Current Report are listed in the attached
Exhibit Index.
SIGNATURE
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.
FREEPORT-McMoRan
COPPER & GOLD INC.
By:
\s\
C. Donald Whitmire, Jr.
----------------------------------------
C.
Donald
Whitmire, Jr.
Vice
President and Controller -
Financial
Reporting
(authorized
signatory and
Principal
Accounting Officer)
Date:
January 17, 2006
Freeport-McMoRan
Copper & Gold Inc.
Exhibit
Index
Exhibit
Number
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Press
release dated January 17, 2006, titled “Freeport-McMoRan Copper & Gold
Inc. Reports Fourth-Quarter and Twelve-Month 2005
Results.”
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Slides
presented in conjunction with January 17, 2006, FCX fourth-quarter
2005
earnings conference call conducted via the internet.
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