UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Sections 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): March 4, 2004
Phelps Dodge Corporation
(Exact name of registrant as specified in its charter)
New York 333-104627 13-1808503
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
One North Central Avenue
Phoenix, Arizona 85004
(Address of principal executive offices)
(Zip Code)
(602) 366-8100
(Registrant's telephone number, including area code)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following documents are filed with reference to the Registration
Statement and Amendment No. 1 on Form S-3 (Registration No. 333-104627) of
Phelps Dodge Corporation (the "Company")
1. Underwriting Agreement, dated as of March 1, 2004, between the
Company and Citigroup Global Markets Inc.
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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 thereunto duly authorized.
PHELPS DODGE CORPORATION
(Registrant)
Date: March 4, 2004 By: /s/ Ramiro G. Peru
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Name: Ramiro G. Peru
Title: Senior Vice President
and Chief Financial Officer
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