FORM 8-K
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
December 15,
2005
(Date of Report/Date of earliest event reported)
PHELPS
DODGE CORPORATION
(Exact name of registrant as specified in its charter)
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NEW YORK
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001-00082
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13-1808503
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation)
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Identification No.)
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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:
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 15, 2005, Phelps Dodge Corporation, a New York
corporation (“Phelps Dodge”), entered into an
agreement with The Northern Trust Company, an Illinois
corporation, as Trustee, establishing the Phelps
Dodge Corporation Retiree Medical Plan Welfare Benefit Trust
(the “Trust”). The Trust is dedicated to funding
postretirement medical obligations for eligible U.S. employees
and retirees and is intended to qualify as a Voluntary
Employees’ Beneficiary Association (VEBA) trust under
section 501(c)(9) of the Internal Revenue Code. Phelps
Dodge contributed $175 million to
the Trust on December 21, 2005.
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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.
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PHELPS DODGE CORPORATION
(Registrant)
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By: |
/s/ Stanton K. Rideout
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Name: |
Stanton K. Rideout |
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Title: |
Vice President and Treasurer |
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Date: December 21, 2005 |
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