SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
McMoRan Exploration Co.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
582411104
(Cusip Number)
J. Taylor Crandall
201 Main Street, Suite 3100
Fort Worth, Texas 76102
(817) 390-8500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 1, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
**The total number of shares of the Stock reported herein is 3,368,987 shares,
which constitutes approximately 26.3% of the 12,812,351 shares deemed
outstanding pursuant to Rule 13d-3(d)(1). Unless otherwise stated herein, all
other ownership percentages set forth herein assume that there are 12,805,338
shares outstanding.
<PAGE>
1. Name of Reporting Person:
Alpine Capital, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 2,356,023 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,356,023 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,356,023
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 18.4%
14. Type of Reporting Person: PN
- ------------
(1) Power is exercised through its two general partners, Robert W. Bruce III
and Algenpar, Inc.
<PAGE>
1. Name of Reporting Person:
Robert W. Bruce III
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 162,336 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: 2,618,823 (2)
Owned By
Each
Reporting 9. Sole Dispositive Power: 162,336 (1)
Person
With
10. Shared Dispositive Power: 2,618,823 (2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,788,172 (1)(2)(3)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 21.8% (4)
14. Type of Reporting Person: IN
- -------------
(1) Solely in his capacity as trustee of The Robert Bruce Management Company,
Inc. Defined Benefit Pension Trust, with respect to 38,000 shares of Stock.
(2) Solely in his capacity as one of two general partners of Alpine Capital,
L.P., with respect to 2,356,023 shares of the Stock, and in his capacity as
a principal of The Robert Bruce Management Co., Inc., which has shared
investment discretion over shares of the Stock owned by The Anne T. and
Robert M. Bass Foundation, with respect to 262,800 shares of the Stock.
(3) Includes 7,013 shares issuable upon exercise of options granted to Mr.
Bruce pursuant to a stock option plan.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
12,812,351 shares of the Stock outstanding.
<PAGE>
1. Name of Reporting Person:
Algenpar, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 2,356,023 (1)(2)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 2,356,023 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,356,023 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 18.4%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised through its President, J. Taylor Crandall.
(2) Solely in its capacity as one of two general partners of Alpine Capital,
L.P.
<PAGE>
1. Name of Reporting Person:
J. Taylor Crandall
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 2,618,823 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 2,618,823 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,618,823 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 20.5%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as President and sole stockholder of Algenpar, Inc.,
which is one of two general partners of Alpine Capital, L.P., with respect
to 2,356,023 shares of the Stock and in his capacity as a director of The
Anne T. and Robert M. Bass Foundation, with respect to 262,800 shares of
the Stock.
<PAGE>
1. Name of Reporting Person:
Susan C. Bruce
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 45,100
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 45,100
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
45,100
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.4%
14. Type of Reporting Person: IN
<PAGE>
1. Name of Reporting Person:
The Anne T. and Robert M. Bass Foundation
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 262,800 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 262,800 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
262,800
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.1%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised through its three directors, Anne T. Bass, Robert M.
Bass and J. Taylor Crandall and through Robert W. Bruce in his capacity as
a principal of The Robert Bruce Management Co., Inc., which has shared
investment discretion over shares of the Stock owned by The Anne T. and
Robert M. Bass Foundation.
<PAGE>
1. Name of Reporting Person:
Anne T. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 262,800 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 262,800 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
262,800 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.1%
14. Type of Reporting Person: IN
- ------------
(1) Solely in her capacity as a director of The Anne T. and Robert M. Bass
Foundation.
<PAGE>
1. Name of Reporting Person:
Keystone, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 535,715 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 535,715(1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
535,715
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.2%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised through its President and sole Director, Robert M. Bass.
<PAGE>
1. Name of Reporting Person:
Robert M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 535,715 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: 262,800 (2)
Owned By
Each
Reporting 9. Sole Dispositive Power: 535,715 (1)
Person
With
10. Shared Dispositive Power: 262,800 (2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
798,515 (1)(2)(3)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.2%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as President and sole Director of Keystone, Inc.
(2) Solely in his capacity as a director of The Anne T. and Robert M. Bass
Foundation.
(3) Solely in his capacity as President and sole Director of Keystone, Inc.
with respect to 535,715 shares of the Stock, and solely in his capacity as
a director of The Anne T. and Robert M. Bass Foundation with respect to
262,800 shares of the Stock.
<PAGE>
1. Name of Reporting Person:
The Robert Bruce Management Company, Inc. Defined Benefit Pension Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO - Contributions from Bruce Management
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Pursuant to ERISA
7. Sole Voting Power: 38,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 38,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
38,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.3%
14. Type of Reporting Person: OO - Trust
- ------------
(1) Power is exercised through its trustee, Robert W. Bruce III.
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend their Schedule 13D Statement dated December 9,
1998, as amended by Amendment No. 1 dated December 31, 1998, as amended by
Amendment No. 2 dated January 25, 1999, as amended by Amendment No. 3 dated
September 1, 1999 (the "Schedule 13D"), relating to the Common Stock, par value
$0.01 per share (the "Stock"), of McMoRan Exploration Co. (the "Issuer").
Unless otherwise indicated, all defined terms used herein shall have the same
meanings as those set forth in the Schedule 13D.
Item 1. SECURITY AND ISSUER.
No material change.
Item 2. IDENTITY AND BACKGROUND.
No material change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety as follows:
The source and amount of the funds used by the Reporting Persons to
purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Alpine Working Capital(1)(2) $ 7,864,776.08(2)
R. Bruce Personal Funds(3) $ 1,377,474.15(3)
Algenpar Not Applicable Not Applicable
Crandall Not Applicable Not Applicable
S. Bruce Personal Funds $ 664,808.50
Foundation Working Capital(1) $ 4,549,280.19
A. Bass Not Applicable Not Applicable
Keystone Not Applicable(4) $ 2,465,682.95(4)
R. Bass Not Applicable Not Applicable
RBMC Trust Contributions from $ 261,625.70(5)
Bruce Management(5)
(1) As used herein, the term "Working Capital" includes income from the
business operations of the entity plus sums borrowed from banks and brokerage
firm margin accounts to operate such business in general. None of the funds
reported herein as "Working Capital" were borrowed or otherwise obtained for the
specific purpose of acquiring, handling, trading or voting the shares.
(2) In addition, Alpine also received 1,835,123 shares of the Stock in
connection with the November 18, 1998, formation of McMoRan Exploration Co. by a
combination of Freeport-McMoRan Sulphur Inc. and McMoRan Oil & Gas Co.
(3) R. Bruce also acquired 31,036 shares of the Stock and 7,013 shares of
the Stock issuable upon exercise of options in connection with the November 18,
1998, formation of McMoRan Exploration Co. by a combination of Freeport-McMoRan
Sulphur Inc. and McMoRan Oil & Gas Co.
(4) In addition, Keystone acquired 357,615 shares of the Stock in
connection with the November 18, 1998, formation of McMoRan Exploration Co. by a
combination of Freeport-McMoRan Sulphur Inc. and McMoRan Oil & Gas Co.
(5) RBMC Trust also acquired 20,000 shares of the Stock in connection with
the November 18, 1998, formation of McMoRan Exploration Co. by a combination of
Freeport-McMoRan Sulphur Inc. and McMoRan Oil & Gas Co.
Item 4. PURPOSE OF TRANSACTION.
No material change.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
(a)
ALPINE
The aggregate number of shares of the Stock that Alpine owns beneficially,
pursuant to Rule 13d-3(d)(1)(i) of the Act, is 2,356,023, which constitutes
approximately 18.4% of the outstanding shares of the Stock.
R. BRUCE
Because of his positions as (i) one of two general partners of Alpine, (ii)
principal of Bruce Management (which has shared investment discretion over the
shares of the Stock owned by the Foundation), and (iii) trustee of RBMC Trust,
and because of his individual ownership of 124,336 shares of the Stock and his
individual ownership of options to purchase 7,013 shares of the Stock, Bruce
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
an aggregate of 2,788,172 shares of the Stock, which constitutes approximately
21.8% of the 12,812,351 shares of the Stock deemed outstanding pursuant to Rule
13d-3(d)(1)(i) under the Act.
ALGENPAR
Because of its position as one of two general partners of Alpine, Algenpar
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
2,356,023 shares of the Stock, which constitutes approximately 18.4% of the
outstanding shares of the Stock.
CRANDALL
Because of his positions as President and sole stockholder of Algenpar, one
of two general partners of Alpine, and as a director of the Foundation, Crandall
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
2,618,823 shares of the Stock, which constitutes approximately 20.5% of the
outstanding shares of the Stock.
S. BRUCE
Pursuant to Rule 13d-3 of the Act, S. Bruce may be deemed to be the
beneficial owner of 45,100 shares of the Stock, which constitutes approximately
0.4% of the outstanding shares of the Stock.
FOUNDATION
The aggregate number of shares of the Stock that Foundation owns
beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is 262,800, which
constitutes approximately 2.1% of the outstanding shares of the Stock.
A. BASS
Because of her position as a director of Foundation, A. Bass may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 262,800 shares
of the Stock, which constitutes approximately 2.1% of the outstanding shares of
the Stock.
KEYSTONE
The aggregate number of shares of the Stock that Keystone owns
beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is 535,715, which
constitutes approximately 4.2% of the outstanding shares of the Stock.
R. BASS
Because of his positions as sole director of Keystone and as a director of
Foundation, R. Bass may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 798,515 shares of the Stock, which constitutes approximately
6.2% of the outstanding shares of the Stock.
RBMC TRUST
The aggregate number of shares of the Stock that RBMC Trust owns
beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is 38,000, which
constitutes approximately 0.3% of the outstanding shares of the Stock.
To the best of the knowledge of each of the Reporting Persons, other than
as set forth above, none of the persons named in Item 2 herein is the beneficial
owner of any shares of the Stock.
(b)
ALPINE
Acting through its two general partners, Alpine has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 2,356,023
shares of the Stock.
R. BRUCE
As one of two general partners of Alpine, Bruce has shared power to vote or
to direct the vote and to dispose or to direct the disposition of 2,356,023
shares of the Stock. As principal of Bruce Management (which exercises shared
investment discretion over the shares of the Stock owned by the Foundation), R.
Bruce has shared power to vote or to direct the vote and to dispose or to direct
the disposition of 262,800 shares of the Stock. In his individual capacity,
Bruce has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 124,336 shares of the Stock. As trustee of RBMC
Trust, Bruce has sole power to vote or to direct the vote and to dispose or to
direct the disposition of 38,000 shares of the Stock.
ALGENPAR
As one of two general partners of Alpine, Algenpar has shared power to vote
or to direct the vote and to dispose or to direct the disposition of 2,356,023
shares of the Stock.
CRANDALL
As the President and sole stockholder of Algenpar, which is one of two
general partners of Alpine, Crandall has shared power to vote or to direct the
vote and to dispose or to direct the disposition of 2,356,023 shares of the
Stock. As one of three directors of Foundation, Crandall has shared power to
vote or to direct the vote and to dispose or to direct the disposition of
262,800 shares of the Stock.
S. BRUCE
S. Bruce has sole power to vote or to direct the vote and to dispose or to
direct the disposition of 45,100 shares of the Stock.
FOUNDATION
Acting through its three directors and R. Bruce (as principal of Bruce
Management which exercises shared investment discretion over the shares of the
Stock owned by the Foundation), Foundation has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 262,800 shares of
the Stock.
A. BASS
As one of three directors of Foundation, A. Bass has shared power to vote
or to direct the vote and to dispose or to direct the disposition of 262,800
shares of the Stock.
KEYSTONE
Acting through R. Bass, its President and sole director, Keystone has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 535,715 shares of the Stock.
R. BASS
As sole director and President of Keystone, R. Bass has sole power to vote
or to direct the vote and to dispose or to direct the disposition of 535,715
shares of the Stock. As one of three directors of Foundation, R. Bass has
shared power to vote or to direct the vote and to dispose or to direct the
disposition of 262,800 shares of the Stock.
RBMC TRUST
Acting through its trustee, RBMC Trust has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 38,000 shares of
the Stock.
(c) Since the last filing, Foundation has purchased shares of the Stock in
open market transactions on the New York Stock Exchange as follows:
NO. OF SHARES PRICE PER
DATE PURCHASED SHARE
09/14/99 31,900 $21.03
09/15/99 3,600 21.29
09/16/99 200 21.30
09/17/99 27,000 21.01
09/20/99 1,500 21.42
09/24/99 22,800 20.60
09/27/99 22,900 21.13
09/28/99 8,700 21.12
Except as set forth in this paragraph (c), to the best of the knowledge of
each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in the shares since the last filing.
(d) Each of the Reporting Persons affirms that no person other than such
Reporting Person has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares owned by such
Reporting Person.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended by adding the following at the end thereof:
On October 1, 1999, the Reporting Persons and the Issuer entered into a
Standstill Agreement dated effective as of August 5, 1999 (the "Standstill
Agreement"). The description herein of the Standstill Agreement does not
purport to be complete and is qualified in its entirety by reference to the copy
of the Standstill Agreement which is attached hereto as Exhibit 4.6.
Pursuant to the Standstill Agreement, the Reporting Persons may not
initiate, encourage or participate in any proxy solicitation or acquisition
proposal related to the Issuer or call or seek to have called any meeting of the
stockholders of the Issuer. In addition, to the extent that the Reporting
Persons have the right to vote more than 25% of the outstanding shares of the
Stock, the Standstill Agreement provides that the Reporting Persons will vote or
cause to be voted all such shares in excess of 25% of all shares of the Stock
then outstanding in accordance with the recommendation of the Board of Directors
of the Issuer on all matters submitted to the stockholders for their approval.
The Standstill Agreement shall be effective at any time that the Reporting
Persons beneficially own 25% or more of the outstanding shares of the Stock.
Except as set forth herein or in the exhibits filed herewith, there are no
contracts, arrangements, understandings or relationships with respect to the
shares of the capital stock of the Issuer owned by the Reporting Persons.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended and restated in its entirety as follows:
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1)(iii).
Exhibit 4.6 -- Standstill Agreement dated effective as of August 5, 1999,
between the Reporting Persons and the Issuer.
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: October 1, 1999
ALPINE CAPITAL, L.P.
By: /s/ Robert W. Bruce III
Robert W. Bruce III,
Manager
/s/ Robert W. Bruce III
ROBERT W. BRUCE III
ALGENPAR, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
/s/ Susan C. Bruce
SUSAN C. BRUCE
KEYSTONE, INC.
By: /s/ W.R. Cotham
W.R. Cotham,
Vice President
/s/ W.R. Cotham
W.R. Cotham,
Attorney-in-Fact for:
ROBERT M. BASS (1)
THE ANNE T. AND ROBERT M. BASS
FOUNDATION (2)
ANNE T. BASS (3)
THE ROBERT BRUCE MANAGEMENT COMPANY, INC.
DEFINED BENEFIT PENSION TRUST
By: /s/ Robert W. Bruce III
Robert W. Bruce III,
Trustee
(1) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of
Robert M. Bass previously has been filed with the Securities and Exchange
Commission.
(2) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of
The Anne T. and Robert M. Bass Foundation previously has been filed with
the Securities and Exchange Commission.
(3) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of
Anne T. Bass previously has been filed with the Securities and Exchange
Commission.
<PAGE> EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(k)(1)(iii), filed herewith.
4.6 Standstill Agreement dated effective as of August 5, 1999, between the
Reporting Persons and the Issuer.
Exhibit 99.1
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules
and Regulations of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, the undersigned agrees that the statement to
which this Exhibit is attached is filed on behalf of each of them in the
capacities set forth below.
ALPINE CAPITAL, L.P.
By: /s/ Robert W. Bruce III
Robert W. Bruce III,
Manager
/s/ Robert W. Bruce III
ROBERT W. BRUCE III
ALGENPAR, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
/s/ Susan C. Bruce
SUSAN C. BRUCE
KEYSTONE, INC.
By: /s/ W.R. Cotham
W.R. Cotham,
Vice President
/s/ W.R. Cotham
W.R. Cotham,
Attorney-in-Fact for:
ROBERT M. BASS (1)
THE ANNE T. AND ROBERT M. BASS
FOUNDATION (2)
ANNE T. BASS (3)
THE ROBERT BRUCE MANAGEMENT COMPANY, INC.
DEFINED BENEFIT PENSION TRUST
By: /s/ Robert W. Bruce III
Robert W. Bruce III,
Trustee
(1) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of
Robert M. Bass previously has been filed with the Securities and Exchange
Commission.
(2) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of
The Anne T. and Robert M. Bass Foundation previously has been filed with
the Securities and Exchange Commission.
(3) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of
Anne T. Bass previously has been filed with the Securities and Exchange
Commission.
<PAGE>
Exhibit 4.6
STANDSTILL AGREEMENT
AGREEMENT effective as of August 5, 1999 between McMoRan Exploration Co., a
Delaware corporation (the "Company"), and Alpine Capital, L.P., Robert W. Bruce
III, Algenpar, Inc., J. Taylor Crandall, Susan C. Bruce, Keystone, Inc., W.R.
Cotham, Robert M. Bass, The Anne T. and Robert M. Bass Foundation, Anne T. Bass
and The Robert Bruce Management Company, Inc. Defined Benefit Pension Trust
(collectively, the "Stockholder").
ARTICLE 1
Definitions
Section 1.1. Definitions. Unless otherwise specifically defined herein,
each term used herein which is defined in the Rights Agreement (the "Rights
Agreement") dated as of November 13, 1998, as amended, between the Company and
Mellon Securities Trust Company, as Rights Agent, has the meaning assigned to
such term in the Rights Agreement. In addition, the terms listed below have the
following meanings:
"Acquisition Proposal" means any offer or proposal for, or any indication
of interest in, a merger or other business combination involving the Company or
any Subsidiary of the Company or the acquisition of any equity interest in, or a
substantial portion of the assets of, the Company or any Subsidiary of the
Company (other than an offer or proposal which if consummated would not result
in a Person and its Affiliates and Associates owning in excess of the Threshold
Percentage).
"SEC" means the Securities and Exchange Commission.
"Stockholder Group" means the Stockholder and its Affiliates and
Associates.
ARTICLE 2
Covenants of the Stockholder Group
Section 1.1. Certain Actions. Each member of the Stockholder Group will
not, and will not permit any of its Affiliates or Associates to:
(a) make, or take any action to solicit, initiate or encourage, an
Acquisition Proposal;
(b) "solicit", or become a "participant" in any "solicitation" of, any
"proxy" (as such terms are defined in Regulation 14A under the Exchange
Act) or written consent from any holder of Common Stock in connection with
any vote on any matter, or agree or announce its intention to vote with any
Person undertaking a "solicitation" or communicate with or seek to advise
or influence any Person with respect to the voting of any Common Stock (in
each case other than as recommended by the Board of Directors of the
Company);
(c) form, join or in any way participate in a "group" (within the
meaning of Section 13(d)(3) of the Exchange Act) with respect to any Common
Stock (other than with other members of the Stockholder Group);
(d) call or seek to have called any meeting of the stockholders of the
Company; or
(e) instigate or encourage any third party to do any of the foregoing.
Section 1.2. Voting Arrangements. To the extent that the Common Stock as
to which the members of the Stockholder Group, taken together, have the right to
vote or direct the vote represents in the aggregate 25% or more of the Common
Stock then outstanding, the members of the Stockholder Group shall take all
necessary action to vote or cause to be voted all of such shares in excess of
25% of the Common Stock then outstanding in accordance with the recommendation
of the Board of Directors of the Company on all matters submitted to the
stockholders of the Company for their approval. Each member of the Stockholder
Group shall cause all Common Stock owned by such member of the Stockholder Group
or as to which it has the right to vote or to direct the vote to be represented,
in person or by proxy, at all meetings of holders of Common Stock of which such
member of the Stockholder Group has actual notice, so that such Common Stock may
be counted for the purpose of determining the presence of a quorum at such
meetings.
ARTICLE 2
Effectiveness
Section 2.1. Effectiveness. The parties agree that this Agreement shall
be effective at any time that the members of the Stockholder Group beneficially
own 25% or more of the Common Stock then outstanding.
ARTICLE 3
Miscellaneous
Section 3.1. Specific Performance. Each member of the Stockholder Group
agrees that any breach of any provision of this Agreement would irreparably
injure the Company and that money damages would be an inadequate remedy
therefor. Accordingly, such member of the Stockholder Group agrees that the
Company shall be entitled to one or more injunctions enjoining any such breach
and requiring specific performance of this Agreement and consents to the entry
thereof, in addition to any other remedy to which the Company is entitled at law
or in equity.
Section 3.2. Notices. All notices, requests and other communications to
either party hereunder shall be in writing (including telecopy or similar
writing) and shall be given,
if to the Company, to:
McMoRan Exploration Co.
1615 Poydras Street
New Orleans, Louisiana 70112
Attention: Secretary
Fax No.: (504) 582-4491
if to any member of the Stockholder Group, to:
The Robert Bruce Management Co., Inc.
P.O. Box 252
96 Spring Street
South Salem, NY 10590
Attention: Robert W. Bruce III
Fax No.: (914) 763-6079
or such other address or telecopier number as such party may hereafter
specify for the purpose by notice to the other party hereto. Each such notice,
request or other communication shall be effective when delivered at the address
specified in this Section 4.02.
Section 3.3. Amendments; No Waivers. (a) Any provision of this Agreement
may be amended or waived if, and only if, such amendment or waiver is in writing
and signed, in the case of an amendment, by each member of the Stockholder Group
and the Company, or in the case of a waiver, by the party or parties against
whom the waiver is to be effective.
(b) No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.
Section 3.4. Expenses. Except as otherwise provided herein, all costs and
expenses incurred in connection with this Agreement shall be paid by the party
incurring such cost or expense; provided that if the Company commences
litigation in a court of competent jurisdiction against any member of the
Stockholder Group in connection with an alleged breach of this Agreement by such
member of the Stockholder Group and successfully establishes such a breach in
such court, then the members of the Stockholder Group shall be jointly and
severally liable for all out-of-pocket expenses, including, without limitation,
the fees and expenses of counsel, incurred by the Company in connection with
such litigation.
Section 3.5. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
Section 3.6. Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements, understandings and negotiations, both written
and oral, between the parties with respect thereto. No representation,
inducement, promise, understanding, condition or warranty not set forth herein
or therein has been made or relied upon by any of the parties hereto.
Section 3.7. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
laws thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
McMoRan EXPLORATION CO.
By: /s/ John G. Amato
John G. Amato
General Counsel
ALPINE CAPITAL, L.P.
By: /s/ Robert W. Bruce III
Robert W. Bruce III
Manager
/s/ Robert W. Bruce III
ROBERT W. BRUCE III
ALGENPAR, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
/s/ Susan C. Bruce
SUSAN C. BRUCE
KEYSTONE, INC.
By: /s/ W.R. Cotham
W.R. Cotham
Vice President
/s/ W.R. Cotham
W.R. COTHAM
Attorney-in-Fact for:
ROBERT M. BASS
THE ANNE T. AND ROBERT
M. BASS FOUNDATION
ANNE T. BASS
THE ROBERT BRUCE
MANAGEMENT COMPANY,
INC. DEFINED
BENEFIT PENSION TRUST
By: /s/ Robert W. Bruce III
Robert W. Bruce III
Trustee
