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): May 3, 2005
FREEPORT-McMoRan
COPPER & GOLD INC.
(Exact
name of registrant as specified in its charter)
|
Delaware |
|
1-9916 |
|
74-2480931 |
|
(State
or other jurisdiction of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer Identification Number) |
|
1615
Poydras Street |
|
|
New
Orleans, Louisiana |
70112 |
|
(Address
of principal executive offices) |
(Zip
Code) |
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
1.01. Entry
into a Material Definitive Agreement.
On May 3,
2005, the Corporate Personnel Committee of Freeport-McMoRan Copper & Gold
Inc. (FCX), advised by an independent compensation consultant, approved
Amendment No. 1 to the FCX Supplemental Executive Retirement Plan (the
Amendment). The FCX Board of Directors also approved the Amendment. FCX
originally established the Supplemental Executive Retirement Plan (SERP) for
James R. Moffett, Chairman of the Board, and Richard C. Adkerson, President and
Chief Executive Officer, in February 2004. The SERP provides for benefits
payable in the form of a 100% joint and survivor annuity or an equivalent lump
sum.
The
Amendment modifies the definition of final average pay used to calculate the
SERP annuity benefit to conform to the projected SERP benefit at the time the
SERP was adopted. As amended, the SERP annuity benefit will equal a percentage
of the executive’s highest average base pay for any three (not necessarily
consecutive) of the five years immediately preceding the executive’s retirement,
plus his average bonus for those years; provided that, if retirement occurs in
2005, the average bonus cannot exceed 180% of average base pay and, if
retirement occurs thereafter, the average bonus cannot exceed 200% of average
base pay. All of the other terms and conditions of the SERP, as described below,
remain unchanged.
For the
calculation of the SERP annuity benefit, the percentage will equal 2% for each
year of credited service up to 25 years, or a maximum of 50%. The SERP benefit
will be reduced by the value of all benefits received under the cash-balance
program and any other defined-benefit plan or defined-contribution plan
(qualified and non-qualified) sponsored by the company, FM Services Company or
any predecessor employer (including Freeport-McMoRan Inc.). In addition, the
SERP benefit will be reduced by 3% for each year that the benefit commences
(because of early retirement) before age 65. Both Messrs. Moffett and Adkerson
are 100% vested under the SERP due to the length of their credited service,
which as of December 31, 2004, was 23.5 years for Mr. Moffett and 15.8 years for
Mr. Adkerson.
Using
their current compensation and assuming both continue in their current positions
and retire on December 31, 2008, the termination date of their current
employment agreements, the estimated annual amount that would be paid in
accordance with the SERP, as modified by the Amendment, would be increased by a
total of $0.2 million, or an equivalent lump sum of $1.8 million, with an
estimated annual SERP benefit for Mr. Moffett of $1.5 million, or an
equivalent lump sum of $17.0 million, and for
Mr. Adkerson of $0.7 million, or an
equivalent lump sum of $9.4 million. A copy of the Amendment is filed as an
exhibit to this Form 8-K (see Exhibit 10.1).
Item
9.01. Financial
Statements and Exhibits.
(c)
Exhibits
The
Exhibit included as part of this Current Report is 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: May
6, 2005
Freeport-McMoRan
Copper & Gold Inc.
Exhibit
Index
Exhibit
Number
|
10.1 |
|
Amendment
No. 1 to Freeport-McMoRan Copper & Gold Inc. Supplemental Executive
Retirement |
| |
|
Plan. |