FORM 8-K
Table of Contents

 
 
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
February 7, 2006/ February 1, 2006
(Date of Report/Date of earliest event reported)
PHELPS DODGE CORPORATION
(Exact name of registrant as specified in its charter)
         
NEW YORK
(State or other jurisdiction
of incorporation)
  001-00082
(Commission File Number)
  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)
o 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
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURES
EXHIBIT INDEX
EX-99.1: PRESS RELEASE


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ITEM 8.01 OTHER EVENTS
On February 1, 2006, Phelps Dodge Corporation (the “Company”) issued a press release announcing that its Board of Directors approved a two-for-one stock split of the Company’s common stock, par value $6.25 per share, to be effected in the form of a 100 percent stock dividend, with holders of record on the record date receiving one additional share of common stock for each share owned. The press release also announced that the Board of Directors declared a regular quarterly cash dividend of 37.5 cents per common share (pre-split) and a special dividend of $4.00 per common share (pre-split), as part of the Company’s previously announced program to return $1.5 billion in capital to shareholders. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c)   Exhibits:
  99.1   Press release of Phelps Dodge Corporation dated February 1, 2006.

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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    
             
 
      Name:   S. David Colton    
 
      Title:   Senior Vice President and    
 
          General Counsel    
 
               
    Date: February 7, 2006    

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EXHIBIT INDEX
     
Exhibit    
Number   Exhibit
 
99.1
  Press release of Phelps Dodge Corporation dated February 1, 2006.

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