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.