SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
April 14, 2000
(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 3,553,887 shares,
which constitutes approximately 22.2% of the 16,026,413 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 16,019,400
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): 14.7%
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: 207,836 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: 2,701,723 (2)
Owned By
Each
Reporting 9. Sole Dispositive Power: 207,836 (1)
Person
With
10. Shared Dispositive Power: 2,701,723 (2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,916,572 (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): 18.2% (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 50,000 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 345,700 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
16,026,413 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): 14.7%
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>
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: 2,701,723 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 2,701,723 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,701,723 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 16.9%
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 345,700 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: 72,600
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 72,600
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
72,600
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.5%
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: 345,700 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 345,700 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
345,700
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.2%
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: 345,700 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 345,700 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
345,700 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.2%
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: 564,715 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 564,715(1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
564,715
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.5%
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: 564,715 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: 345,700 (2)
Owned By
Each
Reporting 9. Sole Dispositive Power: 564,715 (1)
Person
With
10. Shared Dispositive Power: 345,700 (2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
910,415 (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): 5.7%
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 564,715 shares of the Stock, and solely in his capacity as
a director of The Anne T. and Robert M. Bass Foundation with respect to
345,700 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: 50,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 50,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
50,000
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, as amended by Amendment No. 4 dated October 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) $ 1,831,655.15(3)
Algenpar Not Applicable Not Applicable
Crandall Not Applicable Not Applicable
S. Bruce Personal Funds $ 1,042,783.50
Foundation Working Capital(1) $ 6,297,677.14
A. Bass Not Applicable Not Applicable
Keystone Not Applicable(4) $ 3,026,175.95(4)
R. Bass Not Applicable Not Applicable
RBMC Trust Contributions from $ 420,850.70(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 14.7% 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 157,836 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 2,916,572 shares of the Stock, which constitutes approximately
18.2% of the 16,026,413 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 14.7% 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
2,701,723 shares of the Stock, which constitutes approximately 16.9% 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 72,600 shares of the Stock, which constitutes approximately
0.5% 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 345,700, which
constitutes approximately 2.2% 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 345,700 shares
of the Stock, which constitutes approximately 2.2% 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 564,715, which
constitutes approximately 3.5% 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 910,415 shares of the Stock, which constitutes approximately
5.7% 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 50,000, 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 345,700 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 157,836 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 50,000 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
345,700 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 72,600 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 345,700 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 345,700
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 564,715 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 564,715
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 345,700 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 50,000 shares of
the Stock.
(c) During the past 60 days, the Reporting Persons have purchased shares of
the Stock in open market transactions on the New York Stock Exchange as follows:
REPORTING NO. OF SHARES PRICE PER
PERSON DATE PURCHASED SHARE
R. BRUCE 04/14/00 5,000 $13.54
S. BRUCE 04/14/00 5,000 13.54
R. BRUCE 04/14/00 22,500 13.79
S. BRUCE 04/14/00 22,500 13.79
RBMC TRUST 04/24/00 10,000 13.30
RBMC TRUST 04/25/00 2,000 13.11
R. BRUCE 05/03/00 6,000 12.70
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 during the past 60
days.
(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.
Item 7 is hereby amended and restated in its entirety as follows:
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1)(iii), filed
herewith.
Exhibit 4.6 -- Standstill Agreement dated effective as of August 5, 1999,
between the Reporting Persons and the Issuer, previously filed.
<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: May 3, 2000
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, previously filed.
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.
