Additional Proxy Soliciting Materials (definitive) (defa14a)
21 May 2013 - 7:06AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the
Registrant
x
Filed by
a Party other than the Registrant
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Check the
appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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PLAINS EXPLORATION & PRODUCTION COMPANY
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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x
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement Nos
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Filing Parties:
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Date Filed:
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Plains Exploration & Production Company
700 Milam, Suite 3100, Houston, TX 77002
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NEWS RELEASE
FOR IMMEDIATE RELEASE
PXP TO DECLARE SPECIAL $3.00 PER SHARE
DIVIDEND
Houston, Texas, May 20, 2013 – Plains Exploration & Production Company (NYSE: PXP) today announced that it
has received the approval of Freeport-McMoRan Copper & Gold Inc. (NYSE: FCX) under the merger agreement between the companies for PXP’s Board of Directors to declare a special one-time cash dividend of $3.00 per share. Upon receipt of
bank waivers under a credit facility that will terminate in connection with the merger, PXP’s Board of Directors intends to declare the dividend to PXP stockholders as of May 30, 2013, the expected dividend record date. The dividend will
be conditioned upon and paid immediately prior to the completion of PXP’s merger with Freeport-McMoRan Copper & Gold Inc.
The
PXP meeting of stockholders to consider and approve the merger will be held at 10:00 am CDT on Monday, May 20, 2013. If stockholders have already voted against the merger, they have every right and the ability to change their vote, in order to
vote in favor of the merger agreement. Stockholders with questions should call Innisfree M&A Incorporated (Stockholders: (888) 750-5834; Banks & Brokers: (212) 750-5833) or AST Phoenix Advisors (Stockholders:
(877) 478-5038; Banks & Brokers: (212) 493-3910).
PXP is an independent oil and gas company primarily engaged in the
activities of acquiring, developing, exploring and producing oil and gas in California, Texas, Louisiana and the Deepwater Gulf of Mexico. PXP is headquartered in Houston, Texas. Additional information about PXP is available on PXP’s website at
www.pxp.com.
IMPORTANT ADDITIONAL INFORMATION ABOUT THE PROPOSED MERGER AND WHERE TO FIND IT:
In connection with the proposed business combination transaction between PXP and FCX, FCX has filed with the SEC a registration statement on Form S-4 that
contains a definitive proxy statement of PXP that also constitutes a prospectus of FCX. THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CONTAIN IMPORTANT INFORMATION ABOUT PXP, FCX, THE PROPOSED TRANSACTION AND RELATED MATTERS.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CAREFULLY. Investors and security holders may obtain free copies of the registration statement and the proxy statement/prospectus and
other documents filed with the SEC by PXP and FCX through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders may obtain free copies of the registration statement and the proxy statement/prospectus by
phone, e-mail or written request by contacting the investor relations department of PXP or FCX at the following:
Page 2
Plains Exploration & Production Company
700 Milam, Suite 3100
Houston, TX 77002
Attention: Investor Relations
Phone: (713) 579-6000
Email: investor@pxp.com
Freeport-McMoRan
Copper & Gold Inc.
333 N. Central Ave.
Phoenix, AZ 85004
Attention: Investor Relations
Phone: (602) 366-8400
Email: ir@fmi.com
PARTICIPANTS IN THE SOLICITATION
PXP and FCX, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions contemplated by the merger
agreement. Information regarding directors and executive officers of PXP is contained in PXP’s 2012 Annual Report on Form 10-K filed with the SEC on February 21, 2013, as amended on February 25, 2013 and April 29, 2013.
Information regarding FCX’s directors and executive officers is contained in FCX’s 2012 Annual Report on Form 10-K, filed with the SEC on February 22, 2013, as amended on April 23, 2013.
This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Contact: Hance Myers: hmyers@pxp.com; 713.579.6291
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