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Freeport McMoran Inc – ‘8-K’ for 8/26/97

As of:  Wednesday, 9/3/97   ·   For:  8/26/97   ·   Accession #:  351116-97-5   ·   File #:  1-08124

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  As Of                Filer                Filing    For·On·As Docs:Size

 9/03/97  Freeport McMoran Inc              8-K:5,7     8/26/97    3:221K

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3±    11K 
 2: EX-2        Plan of Acquisition, Reorganization, Arrangement,     71±   321K 
                          Liquidation or Succession                              
 3: EX-99       Miscellaneous Exhibit                                  2±     8K 


8-K   —   Current Report
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Item 5. Other Events
"Item 7. Financial Statements and Exhibits


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): August 26, 1997 Freeport-McMoRan Inc. (Exact name of registrant as specified in its charter) Delaware 1-8124 13-3051048 (State or other (Commission File Number) (IRS Employer jurisdiction of Identification Number) incorporation or organization) 1615 Poydras Street New Orleans, Louisiana 70112 (Address of principal executive offices) (504) 582-4000 (Registrant's telephone number, including area code) N/A (Former name or former address, if changes since last report) Item 5. Other Events. On August 26, 1997, Freeport-McMoRan Inc. ("FTX") entered into an Agreement and Plan of Merger dated as of August 26, 1997 (the "Merger Agreement") with IMC Global Inc. ("IGL"). The Merger Agreement provides for the merger (the "Merger") of FTX with and into IGL (or, alternatively, the merger of FTX into a subsidiary of IGL). The corporate existence of FTX will cease and IGL will continue as the surviving corporation. Pursuant to the Merger Agreement, each share of common stock, par value $.01 per share, of FTX ("FTX Common Stock"), not owned directly or indirectly by IGL or FTX and other than dissenting shares, as defined in the Merger Agreement, will be converted into (i) 0.90 of a share of common stock, par value $1.00 per share, of IGL ("IGL Common Stock"), (ii) one-third of one warrant exercisable for one share of IGL Common Stock and (iii) the right to receive shares of common stock ("Newco Common Stock"), par value $.01 per share, of a new company ("Newco") comprised of certain sulphur assets and liabilities and certain oil and gas interests. Each holder of FTX Common Stock will have the right to receive a number of shares of Newco Common Stock that bears the same proportion to the total number of shares of Newco Common Stock held by FTX immediately prior to the effective time of the Merger as the number of shares of FTX Common Stock held by such holder bears to the total issued and outstanding shares of FTX Common Stock immediately prior to the effective time of the Merger. Prior to its execution, the Merger Agreement was approved by the respective Boards of Directors of FTX and IGL. The consummation of the Merger is subject to, among other things, (i) approval of the Merger by FTX's stockholders, (ii) approval of the Merger by IGL's stockholders and (iii) certain regulatory approvals. Copies of the Merger Agreement and the press release issued jointly by FTX and IGL on August 27, 1997 with respect to the execution of the Merger Agreement, have been filed as Exhibits 2.1 and 99.1, respectively, and each is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibit 2.1 Agreement and Plan of Merger dated as of August 26, 1997 between Freeport-McMoRan Inc. ("FTX") and IMC Global Inc ("IGL"). Exhibit 99.1 Press release issued jointly by FTX and IGL on August 27, 1997. 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, thereunto duly authorized. FREEPORT-McMoRan INC. By: /s/Robert M. Wohleber --------------------- Robert M. Wohleber Senior Vice President (Authorized signatory) Date: September 2, 1997 FREEPORT-McMoRan Inc. EXHIBIT INDEX Exhibit Number 2.1 Agreement and Plan of Merger dated as of August 26, 1997 between Freeport-McMoRan Inc. ("FTX") and IMC Global Inc ("IGL"). 99.1 Press release issued jointly by FTX and IGL on August 27, 1997.

Dates Referenced Herein

This ‘8-K’ Filing    Date    Other Filings
Filed on:9/3/97None on these Dates
9/2/97
8/27/97
For Period End:8/26/97
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Filing Submission 0000351116-97-000005   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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