SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
December 31, 1998
(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 Stock reported herein is 2,949,787 shares, which
constitutes approximately 20.9% of the 14,107,013 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 14,100,000 shares
outstanding.
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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): 16.7%
14. Type of Reporting Person: PN
- ------------
(1) Power is exercised through its two general partners, Robert W. Bruce III
and Algenpar, Inc.
<PAGE>
<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: 51,036 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: 2,356,023 (2)
Owned By
Each
Reporting 9. Sole Dispositive Power: 51,036 (1)
Person
With
10. Shared Dispositive Power: 2,356,023 (2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,414,072 (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): 17.1% (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 20,000 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 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
14,107,013 shares of the Stock outstanding.<PAGE>
<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): 16.7%
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>
<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: 2,356,023 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 2,356,023 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,356,023 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 16.7%
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.
<PAGE>
<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): 3.8%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised through its President and sole Director, Robert M.
Bass.
<PAGE>
<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: -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 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.8%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as President and sole Director of Keystone, Inc.
<PAGE>
<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: 20,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 20,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
20,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.1%
14. Type of Reporting Person: OO - Trust
- ------------
(1) Power is exercised through its trustee, Robert W. Bruce III.
<PAGE>
<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
(the "Schedule 13D"), relating to the Common Stock, par value $0.01 per share,
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 Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Alpine Working Capital(1)(2) $ 7,864,776.08(2)
R. Bruce Not Applicable(3) Not Applicable(3)
Algenpar Not Applicable Not Applicable
Crandall Not Applicable Not Applicable
Keystone Not Applicable(4) $ 2,465,682.95(4)
R. Bass Not Applicable Not Applicable
RBMC Trust Not Applicable(5) Not Applicable(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 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 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 Stock that Alpine owns beneficially,
pursuant to Rule 13d-3(d)(1)(i) of the Act, is 2,356,023, which constitutes
approximately 16.7% of the outstanding shares of Stock.
R. BRUCE
Because of his positions as one of two general partners of Alpine and as
trustee of RBMC Trust, his individual ownership of 31,036 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 2,414,072 shares of the Stock, which constitutes
approximately 17.1% of the shares of 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 Stock, which constitutes approximately 16.7% of the
outstanding shares of Stock.
CRANDALL
Because of his position as President and sole stockholder of Algenpar, one
of two general partners of Alpine, Crandall may, pursuant to Rule 13d-3 of the
Act, be deemed to be the beneficial owner of 2,356,023 shares of Stock, which
constitutes approximately 16.7% of the outstanding shares of Stock.
KEYSTONE
The aggregate number of shares of Stock that Keystone owns beneficially,
pursuant to Rule 13d-3(d)(1)(i) of the Act, is 535,715, which constitutes
approximately 3.8% of the outstanding shares of Stock.
R. BASS
Because of his position as sole director of Keystone, R. Bass may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 535,715 shares
of Stock, which constitutes approximately 3.8% of the outstanding shares of
Stock.
RBMC TRUST
The aggregate number of shares of Stock that RBMC Trust owns beneficially,
pursuant to Rule 13d-3(d)(1)(i) of the Act, is 20,000, which constitutes
approximately 0.1% of the outstanding shares of 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 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 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 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 31,036
shares of 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 20,000 shares of
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 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 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 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 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 20,000 shares of
Stock.
(c) Since the last filing, Keystone has purchased shares of Stock in open
market transactions on the New York Stock Exchange as follows:
NO. OF SHARES PRICE PER
DATE PURCHASED SHARE
12/22/98 25,000 $14.16
12/24/98 7,800 14.05
12/28/98 35,000 14.05
12/29/98 13,800 13.88
12/30/98 50,000 13.77
12/31/98 46,500 13.55
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.
No material change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1)(iii). <PAGE>
<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: January 4, 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
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 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.
<PAGE> EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(k)(1)(iii), filed herewith
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
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 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.
