UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FREEPORT-McMoRan SULPHUR INC.
(Exact name of registrant as specified in its charter)
Delaware 72-1392855
(State of incorporation (I.R.S. Employer
or organization) Identification Number)
1615 Poydras Street 70112
New Orleans, Louisiana
(Address of principal (Zip code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
to be so registered on which each class is
to be registered
Preferred Stock Purchase Rights New York Stock Exchange
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General Instruction
A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneous with the effectiveness
of a concurrent registration statement under the Securities Act of 1933
pursuant to General Instruction A.(c)(2), please check the following box.[ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
Item 1. Description of Securities to be Registered
On December 16, 1997, the Board of Directors of Freeport-McMoRan
Sulphur Inc., a Delaware corporation (the "Company"), declared a dividend
payable December 22, 1997 of one right (a "Right") for each outstanding
share of common stock, $.01 par value ("Common Stock"), of the Company
held of record at the close of business on December 19, 1997 (the "Record
Time"), or issued thereafter and prior to the Separation Time (as here-
inafter defined) and thereafter pursuant to options and convertible
securities outstanding at the Separation Time. The Rights will be issued
pursuant to a Stockholder Protection Rights Agreement, dated as of
December 17, 1997 (the "Rights Agreement"), between the Company and
Mellon Securities Trust Company as Rights Agent (the "Rights Agent").
Each Right entitles its registered holder to purchase from the Company,
after the Separation Time, one one-hundredth of a share of Participating
Preferred Stock, $.01 par value ("Participating Preferred Stock"), for
$25.00 (the "Exercise Price"), subject to adjustment.
The Rights will be evidenced by the Common Stock certificates until
the close of business on the earlier of (either hereinafter referred to
as the "Separation Time") (i) the tenth business day (or such later date
as the Board of Directors of the Company may from time to time fix by
resolution adopted prior to the Separation Time that would otherwise have
occurred) after the date on which any Person (as defined in the Rights
Agreement) commences a tender or exchange offer which, if consummated,
would result in such Person's becoming an Acquiring Person, as defined
below, and (ii) the tenth day after the first date (the "Flip-in Date")
of public announcement by the Company that a Person has become an
Acquiring Person, other than as a result of a Flip-over Transaction or
Event (as defined below); provided that if the foregoing results in the
Separation Time being prior to the Record Time, the Separation Time shall
be the Record Time; and provided further that if a tender or exchange
offer referred to in clause (i) is canceled, terminated or otherwise
withdrawn prior to the Separation Time without the purchase of any shares
of stock pursuant thereto, such offer shall be deemed never to have been
made. An Acquiring Person is any Person having Beneficial Ownership (as
defined in the Rights Agreement) of 15% or more of the outstanding shares
of Common Stock, which term shall not include (i) Freeport-McMoRan
Resource Partners, Limited Partnership ("FRP"), its Affiliates and
Associates, but only with respect to the shares of Common Stock
Beneficially Owned by FRP, its Affiliates and Associates at the Record
Time, (ii) the Company and any wholly-owned subsidiary of the Company,
(iii) any Person who shall become the Beneficial Owner of 15% or more of
the outstanding Common Stock solely as a result of an acquisition of
Common Stock by the Company, until such time as such Person acquires
additional Common Stock, other than through a dividend or stock split,
(iv) any Person who becomes an Acquiring Person without any plan or
intent to seek or affect control of the Company if such Person promptly
divests sufficient securities such that such 15% or greater Beneficial
Ownership ceases, or (v) any Person who Beneficially Owns shares of
Common Stock consisting solely of (A) shares acquired pursuant to the
grant or exercise of an option granted by the Company in connection with
an agreement to merge with, or acquire, the Company at a time at which
there is no Acquiring Person, (B) shares owned by such Person and its
Affiliates and Associates at the time of such grant or (C) shares,
amounting to less than 1% of the outstanding Common Stock, acquired by
Affiliates and Associates of such Person after the time of such grant.
The Rights Agreement provides that, until the Separation Time, the
Rights will be transferred with and only with the Common Stock. Common
Stock certificates issued after the Record Time but prior to the
Separation Time shall evidence one Right for each share of Common Stock
represented thereby and shall contain a legend incorporating by reference
the terms of the Rights Agreement (as such may be amended from time to
time). Notwithstanding the absence of the aforementioned legend,
certificates evidencing shares of Common Stock outstanding at the Record
Time shall also evidence one Right for each share of Common Stock
evidenced thereby. Promptly following the Separation Time, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed
to holders of record of Common Stock at the Separation Time.
The Rights will not be exercisable until the Business Day (as
defined in the Rights Agreement) following the Separation Time. The
Rights will expire on the earliest of (i) the Exchange Time (as defined
below), (ii) the tenth anniversary of the Record Time (iii) the date on
which the Rights are redeemed as described below and (iv) upon the merger
of the Company into another corporation pursuant to an agreement entered
into when there is no Acquiring Person (in any such case, the "Expiration
Time").
The Exercise Price and the number of Rights outstanding, or in
certain circumstances the securities purchasable upon exercise of the
Rights, are subject to adjustment from time to time to prevent dilution
in the event of a Common Stock dividend on, or a subdivision or a
combination into a smaller number of shares of, Common Stock, or the
issuance or distribution of any securities or assets in respect of, in
lieu of or in exchange for Common Stock.
In the event that prior to the Expiration Time a Flip-in Date
occurs, the Company shall take such action as shall be necessary to
ensure and provide that each Right (other than Rights Beneficially Owned
on or after the Stock Acquisition Date by the Acquiring Person or any
Affiliate or Associate thereof, or by any transferee of any of the
foregoing, which Rights shall become void) shall constitute the right to
purchase from the Company, upon the exercise thereof in accordance with
the terms of the Rights Agreement, that number of shares of Common Stock
or Participating Preferred Stock of the Company having an aggregate
Market Price (as defined in the Rights Agreement), on the date of the
public announcement of an Acquiring Person's becoming such (the "Stock
Acquisition Date") that gave rise to the Flip-in Date, equal to twice the
Exercise Price for an amount in cash equal to the then current Exercise
Price. In addition, the Board of Directors of the Company may, at its
option, at any time after a Flip-in Date and prior to the time that an
Acquiring Person becomes the Beneficial Owner of more than 50% of the
outstanding shares of Common Stock, elect to exchange all (but not less
than all) the then outstanding Rights (other than Rights Beneficially
Owned on or after the Stock Acquisition Date by the Acquiring Person or
any Affiliate or Associate thereof, or by any transferee of any of the
foregoing, which Rights become void) for shares of Common Stock at an
exchange ratio of one share of Common Stock per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date of the Separation Time (the
"Exchange Ratio"). Immediately upon such action by the Board of
Directors (the "Exchange Time"), the right to exercise the Rights will
terminate and each Right will thereafter represent only the right to
receive a number of shares of Common Stock equal to the Exchange Ratio.
Whenever the Company shall become obligated under the preceding
paragraph to issue shares of Common Stock upon exercise of or in exchange
for Rights, the Company, at its option, may substitute therefor shares
of Participating Preferred Stock, at a ratio of one one-hundredth of a
share of Participating Preferred Stock for each share of Common Stock so
issuable.
In the event that prior to the Expiration Time the Company enters
into, consummates or permits to occur a transaction or series of
transactions after the time an Acquiring Person has become such in which,
directly or indirectly, (i) the Company shall consolidate or merge or
participate in a binding share exchange with any other Person if, at the
time of the consolidation, merger or share exchange or at the time the
Company enters into an agreement with respect to such consolidation,
merger or share exchange, the Acquiring Person controls the Board of
Directors of the Company and any term of or arrangement concerning the
treatment of shares of capital stock in such merger, consolidation or
share exchange relating to the Acquiring Person is not identical to the
terms and arrangements relating to other holders of Common Stock or
(ii) the Company shall sell or otherwise transfer (or one or more of its
subsidiaries shall sell or otherwise transfer) assets (A) aggregating
more than 50% of the assets (measured by either book value or fair market
value) or (B) generating more than 50% of the operating income or cash
flow, of the Company and its subsidiaries (taken as a whole) to any other
Person (other than the Company or one or more of its wholly owned
subsidiaries) or to two or more such Persons which are affiliated or
otherwise acting in concert, if, at the time of such sale or transfer of
assets or at the time the Company (or any such subsidiary) enters into
an agreement with respect to such sale or transfer, the Acquiring Person
controls the Board of Directors of the Company (a "Flip-over Transaction
or Event"), the Company shall take such action as shall be necessary to
ensure, and shall not enter into, consummate or permit to occur such
Flip-over Transaction or Event until it shall have entered into a
supplemental agreement with the Person engaging in such Flip-over
Transaction or Event or the parent corporation thereof (the "Flip-over
Entity"), for the benefit of the holders of the Rights, providing, that
upon consummation or occurrence of the Flip-over Transaction or Event
(i) each Right shall thereafter constitute the right to purchase from the
Flip-over Entity, upon exercise thereof in accordance with the terms of
the Rights Agreement, that number of shares of common stock of the Flip-over
Entity having an aggregate Market Price on the date of consummation
or occurrence of such Flip-over Transaction or Event equal to twice the
Exercise Price for an amount in cash equal to the then current Exercise
Price and (ii) the Flip-over Entity shall thereafter be liable for, and
shall assume, by virtue of such Flip-over Transaction or Event and such
supplemental agreement, all the obligations and duties of the Company
pursuant to the Rights Agreement. For purposes of the foregoing
description, the term "Acquiring Person" shall include any Acquiring
Person and its Affiliates and Associates counted together as a single
Person.
The Board of Directors of the Company may, at its option, at any
time prior to the close of business on the Flip-in Date, redeem all (but
not less than all) the then outstanding Rights at a price of $.01 per
Right (the "Redemption Price"), as provided in the Rights Agreement.
Immediately upon the action of the Board of Directors of the Company
electing to redeem the Rights, without any further action and without any
notice, the right to exercise the Rights will terminate and each Right
will thereafter represent only the right to receive the Redemption Price
in cash for each Right so held.
The Company and the Rights Agent may amend the Rights Agreement
without the approval of any holders of Rights (i) prior to the close of
business on the Flip-in Date, in any respect and (ii) after the close of
business on the Flip-in Date, to make any changes that the Company may
deem necessary or desirable and which shall not materially adversely
affect the interests of the holders of Rights generally or in order to
cure any ambiguity or to correct or supplement any provision which may
be inconsistent with any other provision or otherwise defective.
The holders of Rights will, solely by reason of their ownership of
Rights, have no rights as stockholders of the Company, including, without
limitation, the right to vote or to receive dividends.
The Rights will not prevent a takeover of the Company. However, the
Rights may cause substantial dilution to a person or group that acquires
15% or more of the Common Stock unless the Rights are first redeemed by
the Board of Directors of the Company. Nevertheless, the Rights should
not interfere with a transaction that is in the best interests of the
Company and its stockholders because the Rights can be redeemed on or
prior to the close of business on the Flip-in Date, before the
consummation of such transaction.
The Rights Agreement and a form of press release announcing the
declaration of the Rights are attached hereto as exhibits and are
incorporated herein by reference. The foregoing description of the
Rights is qualified in its entirety by reference to such exhibits.
Item 2. Exhibits
1. Rights Agreement, dated as of December 16, 1997, between
Freeport-McMoRan Sulphur Inc. and Mellon Securities Trust
Company, as Rights Agent.
2. Form of Certificate of Designation for the Participating
Preferred Stock, included in Exhibit A to the Rights
Agreement.
3. Forms of Rights Certificate, Assignment, and Election to
Purchase, included in Exhibit B to the Rights Agreement.
4. Summary of Stockholder Protection Rights Agreement, included
in Exhibit C to the Rights Agreement.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized.
FREEPORT-McMoRan SULPHUR INC.
By: /s/Robert M. Wohleber
Robert M. Wohleber
President and Chief Executive Officer
Dated: December 17, 1997
EXHIBIT INDEX
Exhibit No. Description
1. Rights Agreement, dated as of December 16, 1997, between
Freeport-McMoRan Sulphur Inc. and Mellon Securities Trust
Company, as Rights Agent.
2. Form of Certificate of Designation for the Participating
Preferred Stock, included in Exhibit A to the Rights
Agreement.
3. Forms of Rights Certificate, Assignment, and Election to
Purchase, included in Exhibit B to the Rights Agreement.
4. Summary of Stockholder Protection Rights Agreement,
included in Exhibit C to the Rights Agreement.