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 25, 2006
(Date of Report/Date of earliest event reported)
PHELPS DODGE CORPORATION
(Exact name of registrant as specified in its charter)
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NEW YORK
(State or other jurisdiction
of incorporation)
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001-00082
(Commission File Number)
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13-1808503
(IRS Employer
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
ITEM
8.01 OTHER EVENTS
Phelps Dodge Corporation filed a
Current Report on Form 8-K, dated June 26, 2006, reporting,
among other things, its entry into the Combination Agreement, dated
as of June 25, 2006, between Phelps Dodge Corporation and Inco
Limited. Phelps Dodge Corporation also filed a Current Report on Form 8-K, dated July 16, 2006, reporting,
among other things, a waiver and amendment to certain terms of the
Combination Agreement.
In
connection with the proposed combination, Phelps Dodge filed a preliminary proxy
statement on Schedule 14A with the SEC. Investors are urged to
read the definitive proxy statement (including
all amendments and supplements to it) when it is filed because it contains important information.
Investors may obtain free copies of the definitive proxy statement, as well as other filings containing
information about Phelps Dodge, Inco and Falconbridge, without charge, at the SEC’s Web site
(www.sec.gov). Copies of Phelps Dodge’s filings may also be obtained without charge from Phelps
Dodge at its Web site (www.phelpsdodge.com) or by directing a request to Phelps Dodge, One North
Central Avenue, Phoenix, Arizona 85004-4414, Attention: Assistant General Counsel and Corporate
Secretary (602) 366-8100.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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10.1 |
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Combination Agreement, dated as of June 25, 2006, between Phelps
Dodge Corporation and Inco Limited. |
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