Freeport McMoran Inc – ‘8-K’ for 7/5/95

As of:  Tuesday, 7/11/95   ·   For:  7/5/95   ·   Accession #:  351116-95-11   ·   File #:  1-08124

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                        14±    61K 

Document Table of Contents

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):  July 5, 1995 

FREEPORT-McMoRan INC. 

   Delaware                   1-8124                13-3051048

 (State or other             (Commission             (IRS Employer
  jurisdiction of             File Number)            Identification
incorporation or                                    Number)     
organization)                                                   

1615 Poydras Street, New Orleans, Louisiana  70112  

Registrant's telephone number, including area code:  (504) 582-4000 

Freeport-McMoRan Inc. 

Item 2.     Acquisition or Disposition of Assets.                               
------------------------------------                    
      In May 1994, Freeport-McMoRan Inc. (FTX) announced that it was
taking steps to effect the tax-free distribution to its common      
   stockholders of all the Class B common stock of Freeport-McMoRan Copper
    & Gold Inc. (FCX) which FTX owns at the time of such distribution.  This
 distribution would separate its two principal businesses, copper/gold
   and agricultural minerals, into two independent financial and operating
entities.  FTX recently completed the restructuring of its long-term
  debt and preferred stock through a series of transactions.  On July 5,
   1995, the FTX Board of Directors declared a distribution of the Class B
common stock of FCX to FTX common stockholders of record on July 17,
1995, representing approximately 0.702 shares of FCX Class B common 
stock per FTX common share.                                         

Item 7.     Financial Statements and Exhibits.                                  
---------------------------------                       

         (a)   Financial statements of business acquired.  Not applicable.

       (b)   Pro forma financial information.  The pro forma financial
                statements of FTX filed as part of this report are listed in
            the Financial Information Table of Contents appearing on
page F-1 hereof.                            

      (c)   Exhibits.  The exhibits to this report are listed in the
Exhibit Index appearing on page E-1 hereof. 

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/ John T. Eads
                                    ----------------------------------
                              John T. Eads
                                    Assistant Vice President &
                                    Controller - Financial Reporting

Date:  July 11, 1995                                                            

Freeport-McMoRan Inc. 

Financial Information 

Table of Contents 

Freeport-McMoRan Inc.                                                           
Unaudited Pro Forma Statement of Income for the Year                        
 Ended December 31, 1994                                               F-2
Unaudited Pro Forma Statement of Income for the Three                       
 Months Ended March 31, 1995                                           F-3
Unaudited Pro Forma Condensed Balance Sheet as of                           
 March 31, 1995                                                        F-4
Notes to Pro Forma Financial Statements                                 F-5 

Freeport-McMoRan Inc. 
Unaudited Pro Forma Statement of Income 
Year Ended December 31, 1994  

                                                        [Enlarge/Download Table]

                                                                     Pro Forma Adjustments                    
                                                                  --------------------------                  
                                                                     FCX                                      
                                                                   Spinoff            Other                   
                                                Historical         (Note 1)         (Note 2)        Pro Forma 
                                                ----------       -----------         -------        --------- 
                                                             (In Thousands, Except Per Share Amounts)         
                                                                                                              
Revenues                                        $1,982,396       $(1,212,284)        $62,070         $832,182 
Cost of sales:                                                                                                
Production and delivery                          1,297,007          (740,261)         64,126          620,872 
Depreciation and amortization                      132,713           (76,302)          1,741           58,152 
                                                ----------       -----------         -------         -------- 
  Total cost of sales                            1,429,720          (816,563)         65,867          679,024 
Exploration expenses                                47,052           (40,380)         (5,427)           1,245 
Gain on insurance settlement                       (32,602)           32,602            -                -    
General and administrative                         167,390          (109,011)          2,581           60,960 
                                                ----------       -----------         -------         -------- 
  Total costs and expenses                       1,611,560          (933,352)         63,021          741,229 
                                                ----------       -----------         -------         -------- 
Operating income                                   370,836          (278,932)           (951)          90,953 
Interest expense, net                              (91,834)             -             66,737          (25,097)
Gain on conversion/distribution                                                                               
  of FCX securities                                114,750          (114,750)           -                -    
Other expense, net                                  (3,830)            1,042             542           (2,246)
                                                ----------       -----------         -------         -------- 
Income before income taxes and                                                                                
  minority interests                               389,922          (392,640)         66,328           63,610 
Provision for income taxes                        (148,388)          168,194         (25,169)          (5,363)
Minority interests in net income of                                                                           
  consolidated subsidiaries                       (168,951)          110,717          (3,537)         (61,771)
                                                ----------       -----------         -------         -------- 
Income (loss) before extraordinary                                                                            
  item                                              72,583          (113,729)         37,622           (3,524)
Extraordinary loss on early                                                                                   
  extinguishment of debt, net                       (9,108)             -              9,108             -    
                                                ----------       -----------         -------         -------- 
Net income (loss)                                   63,475          (113,729)         46,730           (3,524)
Preferred dividends                                (22,032)             -             17,650           (4,382)
                                                ----------       -----------         -------         -------- 
Net income (loss) applicable to                                                                               
  common stock                                   $   41,443      $  (113,729)        $64,380         $ (7,906)
                                                 ==========      ===========         =======         ======== 
Net income (loss) per primary share:                                                                          
Before extraordinary item                             $.37                                              $(.05)
Extraordinary loss on early                                                                                   
  extinguishment of debt, net                         (.07)                                               -   
                                                      ----                                              ----- 
                                                      $.30                                              $(.05)
                                                      ====                                              ===== 

Average shares outstanding (Note 2)                139,223                                            171,163 
                                                   =======                                            ======= 

The accompanying notes are an integral part of these pro forma financial statements.                          

Freeport-McMoRan Inc. 
Unaudited Pro Forma Statement of Income 
Three Months Ended March 31, 1995 

                                                        [Enlarge/Download Table]

                                                                    Pro Forma Adjustments                     
                                                                  -------------------------                   
                                                                   FCX                                        
                                                                 Spinoff             Other                    
                                               Historical        (Note 1)          (Note 2)         Pro Forma 
                                               ----------       ---------           -------         --------- 
                                                             (In Thousands, Except Per Share Amounts)         

                                                                                                              
Revenues                                         $663,285       $(408,806)          $  -             $254,479 
Cost of sales:                                                                                                
Production and delivery                           396,704        (224,202)             -              172,502 
Depreciation and amortization                      36,642         (22,303)             -               14,339 
                                                 --------       ---------           -------          -------- 
  Total cost of sales                             433,346        (246,505)             -              186,841 
Exploration expenses                                8,125          (7,956)             -                  169 
General and administrative                         50,445         (32,850)             -               17,595 
                                                 --------       ---------           -------          -------- 
  Total costs and expenses                        491,916        (287,311)             -              204,605 
                                                 --------       ---------           -------          -------- 
Operating income                                  171,369        (121,495)             -               49,874 
Interest expense, net                             (25,059)           -               17,709            (7,350)
Other expense, net                                   (583)            718              -                  135 
                                                 --------       ---------           -------          -------- 
Income before income taxes                                                                                    
  and minority interests                          145,727        (120,777)           17,709            42,659 
Provision for income taxes                        (50,127)         52,513            (6,198)           (3,812)
Minority interests in net income                                                                              
  of consolidated subsidiaries                    (70,740)         44,569            (5,112)          (31,283)
                                                 --------       ---------           -------          -------- 
Net income                                         24,860         (23,695)            6,399             7,564 
Preferred dividends                                (5,469)           -                4,373            (1,096)
                                                 --------       ---------           -------          -------- 
Net income applicable to                                                                                      
  common stock                                   $ 19,391       $ (23,695)          $10,772          $  6,468 
                                                 ========       =========           =======          ======== 

Net income per primary share                         $.14                                                $.04 
                                                     ====                                                ==== 

Average shares outstanding (Note 2)               137,326                                             168,673 
                                                  =======                                             ======= 

The accompanying notes are an integral part of these pro forma financial statements.                          

Freeport-McMoRan Inc. 
Unaudited Pro Forma Condensed Balance Sheet 
March 31, 1995  

                                                        [Enlarge/Download Table]

                                                                      Pro Forma Adjustments                 
                                                                    -------------------------               
                                                                       FCX                                  
                                                                     Spinoff           Other                
                                                  Historical         (Note 1)         (Note 2)    Pro Forma 
                                                  ----------       -----------        --------   ---------- 
                                                                             (In Thousands)                 
                                                                                                            
Cash and short-term investments                   $   57,597       $   (34,308)       $   -       $   23,289
Accounts receivable                                  279,601          (196,344)           -          83,257 
Inventories                                          451,513          (343,175)           -         108,338 
Prepaid expenses and other                            18,002           (12,226)           -           5,776 
                                                  ----------       -----------        --------   ---------- 
  Total current assets                               806,713          (586,053)           -         220,660 
Property, plant and equipment, net                 3,581,421        (2,575,752)           -       1,005,669 
Other assets                                         217,901           (70,366)        (75,263)      72,272 
                                                  ----------       -----------        --------   ---------- 
Total assets                                      $4,606,035       $(3,232,171)       $(75,263)  $1,298,601 
                                                  ==========       ===========        ========   ========== 
Accounts payable and accrued                                                                                
  liabilities                                     $  551,560       $  (394,726)       $ 21,842   $  178,676 
Current portion of long-term debt                                                                           
  and short-term borrowings                           34,916           (34,602)           -             314 
                                                  ----------       -----------        --------   ---------- 
  Total current liabilities                          586,476          (429,328)         21,842      178,990 
Long-term debt, less current                                                                                
portion                                            1,830,212          (640,401)       (804,744)     385,067 
Reclamation and mine shutdown                                                                               
reserves                                             140,837            (7,580)           -         133,257 
Accrued postretirement benefits       and                                                                   
other liabilities                                    482,840          (195,073)           -         287,767 
Deferred income taxes                                306,432          (380,948)         74,516         -    
Minority interests in consolidated                                                                          
  subsidiaries                                     1,515,781        (1,346,127)         47,862      217,516 
Stockholders' equity (deficit)                      (256,543)         (232,714)        585,261       96,004 
                                                  ----------       -----------        --------   ---------- 
Total liabilities and                                                                                       
  stockholders' equity                            $4,606,035       $(3,232,171)       $(75,263)  $1,298,601 
                                                  ==========       ===========        ========   ========== 

The accompanying notes are an integral part of these pro forma financial statements.                        

Freeport-McMoRan Inc. 
Notes to Unaudited Pro Forma Financial Statements 

The accompanying Unaudited Pro Forma Statements of Income have been   
prepared assuming the transactions discussed below occurred on January 1,       
1994, whereas the Unaudited Pro Forma Condensed Balance Sheet assumes the       
transactions occurred on March 31, 1995.  The pro forma financial statements    
are not necessarily indicative of the actual results that would have been       
achieved nor are they indicative of future results.                             

1.   FCX SPINOFF                                                                
In May 1994, Freeport-McMoRan Inc. (FTX) announced that it was taking 
 steps to effect the tax-free distribution to its common stockholders of
   all the Class B common stock of Freeport-McMoRan Copper & Gold Inc. (FCX)
   which FTX owns at the time of such distribution.  This distribution would
separate its two principal businesses, copper/gold and agricultural   
minerals, into two independent financial and operating entities.  FTX 
  recently completed the restructuring of its long-term debt and preferred
   stock through a series of transactions discussed below.  On July 5, 1995,
  the FTX Board of Directors declared a distribution of the Class B common
stock of FCX to FTX common stockholders of record on July 17, 1995,   
 representing approximately 0.702 shares of FCX Class B common stock per
 FTX common share.  As a result of this distribution, FTX will no longer
own any interest in FCX, and the financial results related to FCX have
been eliminated from the pro forma financial statements.              

2.   OTHER TRANSACTIONS                                                         
FTX has completed the following other financial transactions:         

a) FCX STOCK SALES                                                    
     In May 1995, FTX sold 21.5 million shares of FCX Class A common stock
    for $450 million to a subsidiary of The RTZ Corporation PLC (RTZ) in
   accordance with the previously announced definitive agreements.  On
    July 5, 1995, FTX sold an additional 2.4 million shares of FCX Class
A common stock for $50.2 million to a subsidiary of RTZ.        

   Pro forma balance sheet adjustments for these transactions include:
-  Sales proceeds as a reduction to long-term bank debt.        
-  Recognition of the additional minority interest in FCX.      
    -  The estimated income tax effect arising from the sales (including
$27 million of taxes included in accounts payable).       
-  The estimated after-tax gain from the sales, representing the
      excess of sales proceeds over FTX's book basis in the FCX shares
       sold.  These gains are not included in the pro forma statement of
  income in accordance with Securities and Exchange Commission
      requirements concerning pro forma financial statements; however,
      the gains will be reflected in FTX's statement of income for the
appropriate period.                                       

Pro forma statement of income adjustments for these transactions
include:                                                        
-  Interest savings caused by a reduction in long-term debt.    
-  The related tax impact, using statutory income tax rates.    
-  The additional minority interest ownership in FCX's earnings.

b) Debt and Preferred Stock Restructuring                             
  -  In early 1994, FTX defeased its 10 7/8% Subordinated Debentures
       (10 7/8% Debentures), recognizing an extraordinary after-tax loss
of $9.1 million.                                          
    -  In April 1995, FTX exchanged 11.4 million FTX common shares for 4
     million shares of its $4.375 Convertible Exchangeable Preferred
   Stock ($4.375 Preferred Stock) in accordance with an exchange
       offer.  The exchange offer allowed each share of $4.375 Preferred
       Stock to be exchanged for 2.85 shares of FTX common stock, versus
     the applicable conversion rate of 2.35 shares per each share of
     $4.375 Preferred Stock.  As a result of the exchange offer, FTX
     will recognize a $34 million noncash charge (to be reflected as
        additional preferred dividends) in its statement of income for the
      three months ended June 30, 1995.  In accordance with Securities
and Exchange Commission requirements concerning pro forma 
        financial statements, this charge is not included in the pro forma
statement of income.                                      
-  On June 12, 1995, FTX redeemed its Zero Coupon Convertible   
     Subordinated Debentures Due 2006 (ABC Debentures) for cash at a
     redemption price equal to book value.  Prior to the redemption,
holders of $0.5 million of ABC Debentures converted their 
debentures into 7,040 FTX common shares.                  
  -  On June 30, 1995, FTX redeemed its remaining $16.4 million face
    amount of 6.55% Convertible Subordinated Notes Due 2001 (6.55%
    Notes), with a book value of $14.1 million, for $15 million of
     cash.  Prior to the redemption, FTX increased the number of FTX
   common shares that would be receivable upon conversion of the
       6.55% Notes to 55.95 shares per $1,000 principal amount.  Holders
        of $356.6 million face amount of 6.55% Notes converted their notes
     at the enhanced rate into 19.9 million FTX common shares.  As a
        result of the enhanced conversion rate and the redemption premium,
        FTX will recognize a $44 million charge in its statement of income
   for the three months ended June 30, 1995.  In accordance with
    Securities and Exchange Commission requirements concerning pro
        forma financial statements, this charge is not included in the pro
forma statement of income.                                

   Pro forma balance sheet adjustments for these transactions include:
    -  The write-off of deferred charges and accrued interest associated
with the ABC Debentures and 6.55% Notes.                  
-  A reduction in debt associated with the conversions of 6.55% 
   Notes, with a corresponding increase in stockholders' equity.

Pro forma statement of income adjustments for these transactions
include:                                                        
    -  A reduction in interest expense caused by reduced debt levels and
      by replacing fixed-rate note borrowings with lower variable-rate
borrowings under FTX's bank credit facility.              
-  The related tax impact, using statutory income tax rates.    
-  The elimination of the extraordinary loss associated with the
defeasance of the 10 7/8% Debentures.                     
     -  The reduction in preferred stock dividends reflecting fewer $4.375
    Preferred Stock shares outstanding, with a related increase to
FTX's average common shares outstanding.                  

c) MOXY Dividend - In May 1994, FTX distributed the common shares of  
 McMoRan Oil & Gas Co. (MOXY), a wholly owned subsidiary, to FTX's
   common stockholders.  The pro forma statement of income adjustments
     include the elimination of the historical results attributable to the
MOXY oil and gas operations during the 1994 period prior to this
distribution.  No pro forma adjustment for this transaction is  
required for the first-quarter 1995 financial statements.       

  d) Sulphur Assets - In January 1995, Freeport-McMoRan Resource Partners,
  Limited Partnership (FRP), a 51.4 percent owned subsidiary of FTX,
 acquired essentially all of the domestic assets of Pennzoil Co.'s
   sulphur division. The pro forma statement of income adjustments for
   1994 represent the historical results of operations attributable to
    the acquired assets, using FRP's purchase price for depreciation and
amortization.  No pro forma adjustment for this transaction is  
required for the first-quarter 1995 financial statements.       

A summary of the pro forma statement of income adjustments associated 
with the "other transactions" follows:                                

                                                        [Enlarge/Download Table]

                                                     Year Ended December 31, 1994                     
                                    ------------------------------------------------------------      
                                            Debt and                                                  
                               FCX                                                  Preferred    Stock
                              Stock       Restructuring       MOXY          Sulphur                   
                              Sales                         Dividend        Assets         Total      
                             ------       -------------     --------        -------      -------      
                                                    (In Thousands)                                    
                                                                                                      
Revenues                     $ -             $  -            $  (418)       $62,488      $62,070      
Cost of sales:                                                                                        
Production and delivery        -                -               (684)        64,810       64,126      
Depreciation and               -                -             (1,895)         3,636        1,741      
  amortization                                                                                        
                             ------          -------          ------        -------      -------      
  Total cost of sales          -                -             (2,579)        68,446       65,867      
Exploration expenses           -                -             (5,427)          -           (5,427)    
General and administrative     -                -             (3,466)         6,047        2,581      
                             ------          -------         -------        -------      -------      
  Total costs and expenses     -                -            (11,472)        74,493       63,021      
                             ------          -------         -------        -------      -------      
Operating income               -                -             11,054        (12,005)        (951)     
Interest expense, net        27,114           40,345            (722)          -          66,737      
Other expense, net             -                -               -               542          542      
                             ------          -------         -------        -------      -------      
Income before income taxes                                                                            
  and minority interests     27,114           40,345          10,332        (11,463)      66,328      
Provision for income taxes   (9,490)         (14,121)         (3,616)         2,058      (25,169)     
Minority interests           (9,119)            -               -             5,582        (3,537)    
                             ------          -------         -------        -------      -------      
Income before extraordinary                                                                           
  item                        8,505           26,224           6,716         (3,823)      37,622      
Extraordinary loss             -               9,108            -               -          9,108      
                             ------          -------         -------        -------      -------      
Net income                    8,505           35,332           6,716         (3,823)      46,730      
Preferred dividends            -              17,650            -              -          17,650      
                             ------          -------         -------        -------      -------      
Net income applicable to                                                                              
  common stock               $8,505          $52,982         $ 6,716        $(3,823)     $64,380      
                             ======          =======         =======        =======      =======      
Change in average shares                                                                              
  outstanding                  -              31,940            -              -          31,940      
                             ======          =======         =======        =======      =======      


                               Three Months Ended March 31, 1995
                                ----------------------------------------
                   FCX            Debt and
                     Stock       Preferred Stock
                                Sales        Restructuring       Total
                                -------      ---------------     -------
                              (In Thousands)
Revenues                           $  -                $  -         $  -      
Cost of sales:                                                                
Production and delivery               -                   -            -      
Depreciation and amortization         -                   -            -      
                                -------             -------      -------
Total cost of sales                 -                   -            -    
Exploration expenses                  -                   -            -      
General and administrative            -                   -            -      
                                -------             -------      -------
Total costs and expenses            -                   -            -    
                                -------             -------      -------
Operating income                      -                   -            -      
Interest expense, net                8,884               8,825       17,709   
Other expense, net                    -                   -            -      
                                -------             -------      -------
Income before income taxes                                                    
and minority interests             8,884               8,825       17,709 
Provision for income taxes          (3,110)             (3,088)      (6,198)  
Minority interests                  (5,112)               -          (5,112)  
                                -------             -------      -------
Net income                             662               5,737        6,399   
Preferred dividends                   -                  4,373        4,373   
                                -------             -------      -------
Net income applicable to                                                      
common stock                     $   662             $10,110      $10,772 
                                =======             =======      =======
Change in average shares                                                      
outstanding                          -                31,347       31,347 
                                =======             =======      =======

                                As of March 31, 1995
                                   -------------------------------------
                                  Debt and
                       FCX       Preferred
                    Stock        Stock
                                    Sales     Restructuring      Total
                                   --------    -------------    --------
                                  (In Thousands)

Cash and short-term investments       $    -           $   -       $    -     
Accounts receivable                        -               -            -     
Inventories                                -               -            -     
Prepaid expenses and other                 -               -            -     
                                   --------         -------     --------
Total current assets                     -               -            -   
Property, plant and                                                           
equipment, net                           -               -            -   
Other assets                           (67,046)         (8,217)     (75,263)  
                                   --------         -------     --------
Total assets                          $(67,046)        $(8,217)    $(75,263)  
                                   ========         =======     ========
Accounts payable and accrued                                                  
liabilities                         $ 27,000         $(5,158)    $ 21,842 
Current portion of long-term debt                                             
and short-term  borrowings              -               -            -    
                                   --------         -------      -------
Total current liabilities             27,000          (5,158)      21,842 
Long-term debt, less                                                          
current portion                     (500,160)       (304,584)    (804,744)
Reclamation and mine                                                          
shutdown reserves                       -               -            -    
Accrued postretirement                                                        
benefits and other liabilities          -               -            -    
Deferred income taxes                   76,018          (1,502)      74,516   
Minority interests in consolidated                                            
subsidiaries                          47,862             -         47,862 
Stockholders' equity (deficit)         282,234         303,027      585,261   
                                   --------         -------     --------
Total liabilities and                                                         
stockholders' equity                $(67,046)        $(8,217)    $(75,263)
                                   ========         =======     ========

Exhibit Index 
------------- 

                                                          Sequentially
                                                          Numbered
Number     Exhibit                                                 Page         
------     -------                                             ------------     

99.1      News Release dated July 5, 1995.                                    

99.2      News Release dated July 11, 1995.                                   

                                                                Exhibit 99.1

FREEPORT-McMoRan INC. ANNOUNCES:  

-  SPECIAL DIVIDEND OF FREEPORT-McMoRan COPPER & GOLD INC. CLASS B  
COMMON SHARES TO FREEPORT-McMoRan INC. COMMON SHAREHOLDERS    

-  RESULTS OF REDEMPTIONS AND CONVERSIONS OF 6.55% CONVERTIBLE      
SUBORDINATED NOTES DUE JANUARY 15, 2001                       

    NEW ORLEANS,  LA.,  July 5,  1995  -- Freeport-McMoRan  Inc.  (NYSE:FTX)
announced  today that its  Board of Directors has  declared a special tax-free  
dividend  whereby all of  the 117,909,323 Class  B common shares  of Freeport-  
McMoRan Copper & Gold Inc.  (FCX) owned by FTX will be  distributed to holders  
of FTX common stock  of record at the close of business on  July 17, 1995.  At  
July  3,  1995,  there were  approximately  167.9  million  FTX common  shares  
outstanding and the dividend distribution ratio will be approximately 0.702 of  
a share  of FCX Class B  common stock for each  common share of FTX.   The FCX  
Class B stock certificates are expected  to be mailed on July 28, 1995  to FTX  
common  shareholders.     This  special  tax-free   dividend  completes  FTX's  
restructuring transaction announced May 3, 1994.                                
    Fractional shares  of FCX Class  B common  stock will not  be issued  in
connection with this distribution.  Each FTX shareholder entitled to receive a  
fractional share of FCX Class B common stock will receive cash  in lieu of the  
fractional share.   All fractional shares  will be aggregated and  sold by the  
distribution  agent, Mellon Securities Trust Company, after the record date in  
an orderly  manner through either  a single  or multiple  transactions in  the  
public market.  No action on the part of FTX shareholders is necessary.         
    FTX also  announced today  the results  of the  redemption of its  6.55%
Convertible  Subordinated  Notes  due  January  15,  2001  (Notes).    Of  the  
approximately  $373 million principal amount  of the Notes  outstanding at the  
time of the call,  approximately $16.4 million principal amount  were redeemed  
for $15.0 million cash on  June 30, 1995.  The remaining  approximately $356.6  
million principal amount of the Notes were converted  into 19.9 million shares  
of FTX  common stock and are  included in the approximately  167.9 million FTX  
common shares outstanding on July 3, 1995 entitled to receive the distribution  
of FCX Class B common shares by FTX.                                            
    As previously  announced,  The RTZ  Corporation PLC  (RTZ) committed  to
purchase  certain additional FCX  Class A common  stock from FTX  equal to the  
funding requirements  for the redemption  of the  Notes and had  an option  to  
purchase  an additional 3.5  million shares of  FCX Class A common  stock.  In  
satisfaction  and cancellation of this  commitment and option,  FTX is selling  
today 2.4 million shares of FCX Class A common stock to  RTZ for approximately  
$50 million  ($20.90  per share).    FTX will  use  the proceeds  for  general  
corporate purposes including the repayment of its bank debt.                    
    It  is expected  that "when issued"  trading of  the FCX  Class B common
stock and "ex-distribution when  issued" trading of FTX common  stock (without  
the right to receive the  FCX Class B special dividend) will commence no later  
than July 13, 1995.   Furthermore, it is expected that  FTX will begin trading  
with a  "due bill",  representing  the right  to receive  FCX  Class B  shares  
pursuant to this distribution, on July 13, 1995.                                
    FCX  has 84,680,708  Class A  shares outstanding  including all  Class A
shares  sold to RTZ.  Since  the company's inception, the  Class A shares have  
been traded on the New York Stock Exchange (NYSE) under the symbol "FCX".  The  
only difference between  the FCX Class A shares  and the Class B  shares being  
distributed relates to voting rights with regard to the election of Directors,  
as approved by the FCX Class A shareholders in March 1995.  FCX Class B common  
shareholders will have the  right to elect  80 percent of  the members of  the  
Board  of  Directors  and  FCX  Class  A  common  shareholders  and  preferred  
shareholders, voting together as a single class, will elect the balance.        
    Consistent  with NYSE  convention, the  trading symbol  for FCX  Class A
shares will change to "FCX.A" when FCX  Class B common shares begin trading on  
the  NYSE on a "when issued" basis.   FCX Class B shares will initiate trading  
on  the NYSE under the symbol FCX.B.   Subsequently, FCX may consider changing  
the trading symbol for the FCX  Class B common shares to "FCX".    Termination  
of "when  issued" trading in the  FCX Class B  common shares, "ex-distribution  
when issued" trading of FTX common stock  and trading of FTX with a "due bill"  
is expected to  occur at  the close of  business on  July 28, 1995.   The  FTX  
common stock  and FCX Class B common stock are  expected to begin trading on a  
"regular way" basis on July 31, 1995.                                           
    As  a  result of  this  special dividend,  FTX  will no  longer  own any
interest in  FCX and FTX's  business activity will essentially  consist of the  
company's  approximate  51  percent  ownership in  its  agricultural  minerals  
affiliate, Freeport-McMoRan Resource Partners, Limited Partnership (NYSE:FRP).  
Subsequent  to  the  distribution  of  FCX  Class   B  common  shares  to  FTX  
shareholders, the FTX Board  of Directors will determine the  appropriate uses  
of FTX cash flow.  Alternative uses of cash could include the establishment of  
a new dividend policy for FTX, the purchase of FTX shares, the purchase of FRP  
units and/or growth activities.                                                 
    Mr. James R.  Moffett, Chairman and  CEO of FTX,  said: "With the  steps
being announced today,  FTX's restructuring initiated over  a year ago  is now  
complete.    The  separation  of  the copper/gold  and  agricultural  minerals  
businesses  into  independent  financial  and operating  entities  provides  a  
focused  structure for these two world-class operations.  We are excited about  
this new  beginning and will continue  to move forward with  great momentum to  
enhance and grow our low cost operations."                                      

                                                                Exhibit 99.2

FREEPORT-McMoRan INC. AND FREEPORT-McMoRan COPPER & GOLD INC.  ANNOUNCE         
PRELIMINARY SECOND QUARTER FINANCIAL AND OPERATIONAL RESULTS                    

NEW ORLEANS, LA., July 11, 1995 -- With the previously announced    
completion of restructuring activities, Freeport-McMoRan Inc. (FTX)  and        
Freeport-McMoRan Copper & Gold Inc. (FCX) today announced preliminary           
financial and operational results for the second quarter of 1995.               
  In this connection, FCX announced that, based on review of preliminary
second quarter financial and operating data, its financial results are          
expected to approximate securities analysts' consensus earnings estimates of    
$0.20 per share.  FCX's second quarter preliminary financial results are based  
on mine and mill operating levels at P.T. Freeport Indonesia Company (PT-FI),   
FCX's Indonesian mining affiliate, of approximately 113,000 metric tons of ore  
per day (MTPD).  The mine/mill expansion project is now substantially complete  
and achieved an average throughput rate of approximately 119,000 MTPD during    
June.  For approximately half of the second quarter, FCX's Spanish copper       
smelter operated by its subsidiary, Rio Tinto Minera S.A. (RTM), was shutdown   
to tie-in expansion equipment and for maintenance turnarounds which             
contributed to a loss for the quarter for RTM.  Expansion activities are        
progressing at RTM as is the feasibility study for the development of FCX's     
Indonesian copper smelter/refinery complex.  FCX also sold in two transactions  
certain of its power generation and aviation assets for approximately $148      
million which was used to reduce debt.                                          
    FTX announced that its second quarter financial results will reflect its
ownership of FCX and its approximate 51 percent ownership of  Freeport-McMoRan  
Resource Partners, Limited Partnership (FRP), the substantial gain resulting    
from the May 12, 1995 sale of FCX Class A common shares to The RTZ Corporation  
PLC (RTZ), and charges resulting from FTX's redemption/conversions of debt      
securities and the exchange of common stock for its preferred stock.  Because   
FTX is distributing its ownership in FCX to its shareholders of record on July  
17, 1995, FTX's share of FCX financial results will be reflected as             
discontinued operations.  Based on the company's review of preliminary          
financial data, FTX estimates that second quarter earnings will approximate     
$1.80 per share including approximately $0.05 per share income from ongoing     
operations, $0.65 per share income from discontinued operations, $1.65 per      
share gain on the May 12, 1995 sale of FCX stock to RTZ and $0.55 per share     
charges to earnings associated with the redemption/conversions of debt          
securities and the exchange of common stock for FTX's preferred stock.          
FTX's second quarter preliminary ongoing financial results primarily
reflect its agricultural minerals operations.  FTX expects to report lower      
phosphate fertilizer production levels than in the first quarter because of     
the temporary closure of one facility and maintenance turnarounds at three      
other facilities.  Foreign demand for phosphate products has remained strong    
while domestic demand has slackened due to wet conditions in the farm belt.     
Also, phosphate fertilizer per unit costs were slightly higher than in the      
first quarter primarily because of higher raw material costs for ammonia and    
increased maintenance costs.  Furthermore, sulphur production at the Main Pass  
and Culberson mines and oil revenues at Main Pass continued at levels           
consistent with that of the first quarter.  During the second half of 1995,     
FTX expects to benefit from a substantial phosphate product sales agreement     
reached by the export marketing association of FRP's joint venture operating    
company, IMC-Agrico Company, and Sinochem, the purchasing organization in       
China.                                                                          
  Attached is selected unaudited pro forma financial information for FTX
as of December 31, 1994 and March 31, 1995 reflecting the distribution of FCX   
Class B common shares to FTX shareholders and related transactions leading up   
to the distribution.                                                            

FREEPORT-McMoRan Inc. 
SELECTED FINANCIAL INFORMATION  

The following selected unaudited pro forma financial information was prepared   
assuming 1) the spin-off of FCX Class B shares to FTX common shareholders, 2)   
the sales of FCX Class A shares to RTZ, 3) the debt and preferred stock         
restructuring, 4) the Pennzoil transaction and 5) the MOXY spin-off occurred    
on January 1, 1994 for the income statement information and on March 31,1995,   
if not already reflected,for the balance sheet information,as detailed further  
in FTX's Form 8-K filed on July 11, 1995.  The pro forma financial information  
is not necessarily indicative of the actual results that would have been        
achieved nor is it indicative of future results.                                

                            HISTORICAL
                                             AS PRESENTED        PRO FORMA
                                             ------------        ---------
                                          (In Thousands,
                                           Except Per Share Amounts)
YEAR ENDED DECEMBER 31, 1994                                                    
Income statement data:                                                          
Revenues                                          $1,982,396         $832,182   
Operating income                                     370,836           90,953   
Income before income taxes and minority                                         
interests                                          389,922           63,610 
Net income (loss) applicable to common                                          
stock                                               41,443           (7,906)
Net income (loss) per primary share                     0.30            (0.05)  
Average common shares outstanding                    139,223          171,163   

THREE MONTHS ENDED MARCH 31, 1995                                               
Income statement data:                                                          
Revenues                                            $663,285         $254,479   
Operating income                                     171,369           49,874   
Income before income taxes and minority                                         
interests                                          145,727           42,659 
Net income applicable to common stock                 19,391            6,468   
Net income per primary share                            0.14             0.04   
Average common shares outstanding                    137,326          168,673   

Balance sheet data (as of March 31, 1995):                                      
Property, plant and equipment, net                $3,581,421       $1,005,669   
Long-term debt, including current                                               
borrowings                                       1,865,128          385,381 
Minority interests' ownership of                                                
subsidiaries equity                              1,515,781          217,516 
Stockholders' equity                                (256,543)          96,004   
Total assets                                       4,606,035        1,298,601   

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing		Date		Other Filings
		1/15/01
		7/31/95
		7/28/95
		7/17/95
		7/13/95
Filed on:		7/11/95
For Period End:		7/5/95
		7/3/95
		6/30/95		10-Q
		6/12/95
		5/12/95		8-K
		3/31/95		10-Q
		12/31/94		10-K405
		5/3/94		DEF 14A
		1/1/94
				List all Filings