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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): August 13, 2002

Phelps Dodge Corporation

(Exact name of registrant as specified in its charter)
         
New York   333-67606   13-1808503

 
 
(State or other jurisdiction of
incorporation)
  (Commission File Number)   (I.R.S. Employer
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. EXHIBITS.

(c)   Exhibits.
     
Exhibit 99.1   Certification of J. Steven Whisler, Chairman, President and Chief Executive Officer of Phelps Dodge Corporation (the “Company”), filed with the Securities and Exchange Commission pursuant to the Securities and Exchange Commission’s Order of June 27, 2002 requiring the filing of sworn statements pursuant to section 21(a)(1) of the Securities Exchange Act of 1934 (the “Order”).
     
Exhibit 99.2   Certification of Ramiro G. Peru, Senior Vice President and Chief Financial Officer of the Company, filed with the Securities and Exchange Commission pursuant to the Order.
     
Exhibit 99.3   Certification of J. Steven Whisler, Chairman, President and Chief Executive Officer of the Company, which accompanied the Company’s Form 10-Q for the quarterly period ended June 30, 2002, pursuant to 18 United States Code section 1350, as enacted by section 906 of the Sarbanes-Oxley Act of 2002.
     
Exhibit 99.4   Certification of Ramiro G. Peru, Senior Vice President and Chief Financial Officer of the Company, which accompanied the Company’s Form 10-Q for the quarterly period ended June 30, 2002, pursuant to 18 United States Code section 1350, as enacted by section 906 of the Sarbanes-Oxley Act of 2002.

ITEM 9. REGULATION FD DISCLOSURE.

Attached hereto as Exhibits 99.1 and 99.2 and incorporated by reference are the certifications of J. Steven Whisler, Chairman, President and Chief Executive Officer of the Company, and Ramiro G. Peru, Senior Vice President and Chief Financial Officer of the Company, respectively, filed with the Securities and Exchange Commission pursuant to the Order.

Attached hereto as Exhibits 99.3 and 99.4 and incorporated by reference are the certifications of J. Steven Whisler, Chairman, President and Chief Executive Officer of the Company, and Ramiro G. Peru, Senior Vice President and Chief Financial Officer of the Company, respectively, which accompanied the Company’s Form 10-Q for the quarterly period ended June 30, 2002, pursuant to 18 United States Code section 1350, as enacted by section 906 of the Sarbanes-Oxley Act of 2002.

 


 

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: August 13, 2002   By:   /s/ Ramiro G. Peru
        Name:
Title:
  Ramiro G. Peru
Senior Vice President and
Chief Financial Officer

 


 

Exhibit Index

     
Exhibit    
Number   Description

 
99.1   Certification of J. Steven Whisler, Chairman, President and Chief Executive Officer of Phelps Dodge Corporation (the “Company”), filed with the Securities and Exchange Commission pursuant to the Securities and Exchange Commission’s Order of June 27, 2002 requiring the filing of sworn statements pursuant to section 21(a)(1) of the Securities Exchange Act of 1934 (the “Order”).
     
99.2   Certification of Ramiro G. Peru, Senior Vice President and Chief Financial Officer of the Company, filed with the Securities and Exchange Commission pursuant to the Order.
     
99.3   Certification of J. Steven Whisler, Chairman, President and Chief Executive Officer of the Company, which accompanied the Company’s Form 10-Q for the quarterly period ended June 30, 2002, pursuant to 18 United States Code section 1350, as enacted by section 906 of the Sarbanes-Oxley Act of 2002.
     
99.4   Certification of Ramiro G. Peru, Senior Vice President and Chief Financial Officer of the Company, which accompanied the Company’s Form 10-Q for the quarterly period ended June 30, 2002, pursuant to 18 United States Code section 1350, as enacted by section 906 of the Sarbanes-Oxley Act of 2002.