UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
McMoRan Oil & Gas Co.
(Name of Issuer)
Common Stock, $ .01 par value
(Title of Class of Securities)
582445102
(CUSIP Number)
Michael C. Kilanowski, Jr., 1615 Poydras Street, New Orleans,
Louisiana 70112
(504) 582-1966
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 18, 1997
(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(b)(3) or (4), check the following box [ ].
Page 2 of 14 Pages
CUSIP No. 582445102
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Freeport-McMoRan Resource Partners, Limited Partnership
I.R.S. Identification Number - 72-1067072
2) Check the Appropriate Box if a Member of a Group
(a).......................................... _____
(b).......................................... _____
3) SEC Use Only
4) Source of Funds
WC, OO
5) Check Box if Disclosure of Legal Proceedings is
Required pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization...........Delaware
Number of 7) Sole Voting Power.............. 3,847,679
Shares Bene-
ficially 8) Shared Voting Power............ 0
Owned by
Each Reporting 9) Sole Dispositive Power......... 3,847,679
Person
With 10) Shared Dispositive Power...... 0
11) Aggregate Amount Beneficially Owned by each
Reporting Person............................. 3,847,679
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares......................
13) Percent of Class Represented by Amount
in Row 11.................................... 9.0%
14) Type of Reporting Person (See Instructions).. PN
Page 3 of 14 Pages
CUSIP No. 582445102
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Freeport-McMoRan Inc.
I.R.S. Identification Number -13-3051048
2) Check the Appropriate Box if a Member of a Group
(a).......................................... _____
(b).......................................... _____
3) SEC Use Only
4) Source of Funds
OO
5) Check Box if Disclosure of Legal Proceedings is
Required pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization...........Delaware
Number of 7) Sole Voting Power.............. 0
Shares Bene-
ficially 8) Shared Voting Power............
Owned by 3,847,679
Each Reporting
Person 9) Sole Dispositive Power......... 0
With
10) Shared Dispositive Power...... 3,847,679
11) Aggregate Amount Beneficially Owned by each
Reporting Person............................. 3,847,679
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares......................
13) Percent of Class Represented by Amount
in Row 11.................................... 9.0%
14) Type of Reporting Person (See Instructions).. CO
Page 4 of 14 Pages
CUSIP No. 582445102
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
FMRP Inc.
I.R.S. Identification Number - 72-1122135
2) Check the Appropriate Box if a Member of a Group
(a).......................................... _____
(b).......................................... _____
3) SEC Use Only
4) Source of Funds
OO
5) Check Box if Disclosure of Legal Proceedings is
Required pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization...........Delaware
Number of 7) Sole Voting Power.............. 0
Shares Bene-
ficially 8) Shared Voting Power............ 3,847,679
Owned by
Each Reporting 9) Sole Dispositive Power......... 0
Person
With 10) Shared Dispositive Power...... 3,847,679
11) Aggregate Amount Beneficially Owned by each
Reporting Person............................. 3,847,679
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares......................
13) Percent of Class Represented by Amount
in Row 11.................................... 9.0%
14) Type of Reporting Person (See Instructions).. CO
Page 5 of 14 Pages
Item 1. Security and Issuer.
This Schedule 13D/A is being filed with respect to the
common stock, $.01 par value per share (the "Common Stock"),
of McMoRan Oil & Gas Co. ("MOXY"). The principal executive
offices of MOXY are located at 1615 Poydras Street, New
Orleans, LA 70112.
Item 2. Identity and Background.
Freeport-McMoRan Resource Partners, Limited Partnership
("FRP"), a Delaware limited partnership, is engaged in the
production and sale of phosphate fertilizers and animal feed
ingredients as well as the mining and sale of phosphate rock
through IMC-Agrico Company, the mining, purchasing,
transporting, terminalling and marketing of sulphur, and the
exploration, development and production of oil and gas
reserves. FRP's principal office is located at 1615 Poydras
Street, New Orleans, Louisiana 70112.
Freeport-McMoRan Inc. ("FTX"), a Delaware corporation,
is the Administrative Managing General Partner and Special
General Partner of FRP. FTX owns a 51.6% interest in FRP
which is engaged in the production and sale of phosphate
fertilizers and animal feed ingredients as well as the mining
and sale of phosphate rock through IMC-Agrico Company, the
mining, purchasing, transporting, terminalling and marketing
of sulphur, and the exploration, development and production
of oil and gas reserves. FTX's principal office is located
at 1615 Poydras Street, New Orleans, Louisiana 70112.
FMRP Inc. ("FMRP"), a Delaware corporation and wholly-
owned subsidiary of FTX, is the Managing General Partner and
Special General Partner of FRP. FMRP's principal business is
to act as Managing General Partner and Special General
Partner of FRP. FMRP's principal office is located at 1615
Poydras Street, New Orleans, Louisiana 70112.
Neither FRP, FTX nor FMRP have been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) during the past five years.
Neither FRP, FTX nor FMRP have been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any
violations with respect to such laws during the past five
years.
Page 6 of 14 Pages
The following information relates to the directors and
executive officers of FTX and FMRP:
a) Richard C. Adkerson (Director of FTX)
b) 1615 Poydras Street
New Orleans, LA 70112
c) President and Chief Operating Officer of Freeport-
McMoRan Copper & Gold Inc.("FCX"), a company
engaged in mineral exploration and development,
mining and milling of copper, gold and silver in
Irian Jaya, Indonesia, and the smelting and
refining of copper concentrates in Spain; FCX is
also involved in a joint venture to construct and
operate a smelter/refinery in Indonesia.
Co-Chairman of the Board and Chief Executive Officer of
MOXY, a company engaged in the exploration and
production of oil and natural gas, primarily in
onshore and offshore Gulf of Mexico areas.
Vice Chairman of the Board of FTX.
Chairman of the Board and Chief Executive Officer of FM
Properties Inc., a real estate development and
marketing company.
Director and Executive Vice President of P.T. Freeport
Indonesia Company ("PT-FI"), an operating
subsidiary of FCX.
1615 Poydras Street
New Orleans, LA 70112
a) Robert W. Bruce III (Director of FTX)
b) 96 Spring Street
South Salem, NY 10590
c) President of The Robert Bruce Management Co., Inc.,
investment managers.
96 Spring Street
South Salem, NY 10590
a) Robert A. Day (Director of FTX)
b) 865 South Figueroa Street
Suite 1800
Los Angeles, CA 90017
c) Chairman of the Board of Trust Company of the West, an
investment management company.
865 South Figueroa Street
Suite 1800
Los Angeles, CA 90017
Page 7 of 14 Pages
a) William B. Harrison, Jr. (Director of FTX)
b) 270 Park Avenue
8th Floor
New York, NY 10017
c) Vice Chairman of The Chase Manhattan Corporation and
its subsidiary, The Chase Manhattan Bank.
270 Park Avenue
8th Floor
New York, NY 10017
a) Henry A. Kissinger (Director of FTX)
b) 350 Park Avenue
26th Floor
New York, NY 10022
c) Chairman of the Board and Chief Executive Officer of
Kissinger Associates, Inc.,
international consultants.
350 Park Avenue
26th Floor
New York, NY 10022
a) Bobby Lee Lackey (Director of FTX)
b) P. O. Box 568
Weslaco, TX 78596
Business Highway 83 at Airport Drive
Weslaco, TX 78596
c) President and Chief Executive Officer of J.S. McManus
Produce Company, Inc., grower of vegetables and
shipper of fruits and vegetables.
P. O. Box 568
Weslaco, TX 78596
Page 8 of 14 Pages
a) Rene L. Latiolais (Director of FTX)
b) 1615 Poydras Street
New Orleans, LA 70112
c) President and Chief Executive Officer of FTX and FRP
Vice Chairman of the Board of FCX
Commissioner of PT-FI
Chairman of the Board and President of FMRP
1615 Poydras Street
New Orleans, LA 70112
a) Gabrielle K. McDonald (Director of FTX)
b) 3231 Bellefontaine
Houston, TX 77025
c) Judge for the International Criminal Tribunal for the
Former Yugoslavia
3231 Bellefontaine
Houston, TX 77025
a) James R. Moffett (Director of FTX)
b) 1615 Poydras Street
New Orleans, LA 70112
c) Chairman of the Board and Chief Executive Officer of
FCX
Chairman of the Board of FTX
Co-Chairman of the Board of MOXY
President Commissioner of PT-FI
1615 Poydras Street
New Orleans, LA 70112
Page 9 of 14 Pages
a) George Putnam (Director of FTX)
b) One Post Office Square
Boston, MA 02109
c) Chairman of The Putnam Investment Management Company,
Inc. and each of the members of the Putnam group
of mutual funds.
One Post Office Square
Boston, MA 02109
a) B. M. Rankin, Jr. (Director of FTX)
b) 300 Crescent Court
Suite 1380
Dallas, TX 75201
c) Private Investor
300 Crescent Court
Suite 1380
Dallas, TX 75201
a) J. Taylor Wharton (Director of FTX)
b) U.T.M.D. Anderson Cancer Center
Gynecology Department- 67
1515 Holcombe Blvd.
Room #C9.001
Houston, TX 77030
c) Chairman of the Department of Gynecology at the
University of Texas
M.D. Anderson Cancer Center
1515 Holcombe Blvd.
Room #C9.001
Houston, TX 77030
a) Michael J. Arnold
b) 1615 Poydras Street
New Orleans, LA 70112
c) Senior Vice President of FCX, FTX and FRP
1615 Poydras Street
New Orleans, LA 70112
a) Thomas J. Egan
b) 1615 Poydras Street
New Orleans, LA 70112
c) Senior Vice President of FCX and FTX
1615 Poydras Street
New Orleans, LA 70112
Page 10 of 14 Pages
a) W. Russell King
b) 1615 Poydras Street
New Orleans, LA 70112
c) Senior Vice President of FCX and FTX
1615 Poydras Street
New Orleans, LA 70112
a) Robert M. Wohleber
b) 1615 Poydras Street
New Orleans, LA 70112
c) Senior Vice President of FTX, FRP and PT-FI
Director of FMRP
1615 Poydras Street
New Orleans, LA 70112
d) During the past five years to the best knowledge of FTX
and FMRP, none of the above named directors and
executive officers of FTX and FMRP has been convicted in
a criminal proceeding (excluding traffic violations or
similar misdemeanors).
e) During the past five years to the best knowledge of FTX
and FMRP, none of the above named directors and
executive officers of FTX and FMRP has been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with
respect to such laws.
f) All of the above named directors and executive officers
are United States citizens.
Item 3. Source and Amount of Funds or Other Consideration.
FRP used funds from working capital and existing credit
facilities to purchase shares of common stock of MOXY
pursuant to the Standby Purchase Agreement as described in
Item 4 below.
Item 4. Purpose of Transaction.
MOXY distributed to holders of record of shares of its
common stock, par value $.01 per share (the "Common Stock"),
transferable subscription rights (the "Rights") to subscribe
for and purchase additional shares of Common Stock for a
price of $3.50 per share (the "Subscription Price"). Each
holder of Common Stock of record as of the close of business
on October 10, 1997 (the "Record Date"), received 2.0212
Rights for each share of Common Stock held as of such time.
The Rights Offering expired at 5:00 p.m., New York City time,
Page 11 of 14 Pages
on November 13, 1997. The offering by MOXY of the shares of
Common Stock purchasable upon exercise of the Rights is
referred to herein as the "Rights Offering." Stockholders
purchased 24,723,750 shares of Common Stock under the Rights
Offering.
On November 14, 1997, MOXY acquired the two producing
oil and gas properties (the "MCN Producing Properties")
developed as part of MOXY's exploratory drilling program with
affiliates of MCN Energy Group Inc. (the "MOXY/MCN Program")
for $27.6 million and repaid $19.9 million of indebtedness
incurred by MOXY under the MOXY/MCN Program. The MOXY/MCN
Program was terminated and MOXY and FRP entered into an
aggregate $200 million multi-year exploration program (the
"MOXY/FRP Exploration Program").
Pursuant to a standby purchase agreement (the "Standby
Purchase Agreement") between FRP and MOXY, on November 18,
1997, FRP purchased for the Subscription Price 3,847,679
shares of Common Stock, which represents all of the shares of
Common Stock that were not purchased by stockholders in the
Rights Offering. FRP received a $6 million fee for the
standby purchase, acquiring and holding the MCN Producing
Properties for resale to MOXY and entering into the MOXY/FRP
Exploration Program. FRP also had the option to purchase
additional shares of Common Stock so that if following the
Rights Offering it had not acquired 30% of the outstanding
Common Stock, it may have acquired at the Subscription Price
such additional shares of Common Stock as were necessary to
provide it with up to a 30% ownership position in MOXY (the
"FRP Purchase Option"). FRP elected not to exercise the FRP
Purchase Option.
The Rights Offering, together with the Standby
Commitment and FRP Purchase Option, was part of a
comprehensive plan to recapitalize MOXY that enabled it to
enter into the MOXY/FRP Exploration Program, purchase the MCN
Producing Properties and repay indebtedness incurred under
the MOXY/MCN Program.
Upon completion of the Rights Offering and the
transactions contemplated by the Standby Purchase Agreement,
MOXY and FRP had agreed to enter into a stockholder agreement
(the "Stockholder Agreement"). MOXY and FRP did not,
however, enter into the Stockholder Agreement because, by its
terms, the agreement would terminate if FRP owned at least
10% of the outstanding Common Stock, and FRP will not own
such amount.
Item 5. Interest in Securities of the Issuer.
(a) and (b) The aggregate number and percentage of the
Common Stock that are beneficially owned by the
persons listed in Item No. 2 are set forth below.
Unless otherwise indicated, all information is
presented as of November 18, 1997 and all shares
shown are held with sole voting and dispositive
power.
Page 12 of 14 Pages
No. of Shares Percentage
Beneficially of Outstanding
Name of Beneficial Owner Owned (1) Common Stock(2)
----------------------- ---------------- ---------------
FRP 3,847,679(3) 9.0%
FTX 3,847,679(3) 9.0%
FMRP 3,847,679(3) 9.0%
Richard C. Adkerson 163,172(4) 1.2%(4)
Robert W. Bruce III 371,388(4)(5) 2.6%(4)
Robert A. Day 38,403(4)(6) *(4)
William B. Harrison, Jr. 5,798(4)(7) *(4)
Henry A. Kissinger 35,468(4) *(4)
Bobby Lee Lackey 18,493(4)(8) *(4)
Rene L. Latiolais 115,159(4) *(4)
Gabrielle K. McDonald 3,723(4) *(4)
James R. Moffett 788,471(4)(9) 5.6%(4)
George Putnam 15,401(4)(10 *(4)
B.M. Rankin, Jr. 253,784(4)(11) 1.8%(4)
J. Taylor Wharton 24,575(4)(12) *(4)
Michael J. Arnold 23,039(4) *(4)
Thomas J. Egan 27,475(4) *(4)
W. Russell King 23,093(4) *(4)
Robert M. Wohleber 8,470(4) *(4)
______________
* Less than one percent
(1) Includes shares that could be acquired within sixty days
after October 10, 1997, upon the exercise of options granted
pursuant to MOXY's stock option plans, as follows: Mr.
Adkerson, 138,172 shares; Mr. Bruce, 10,388 shares; Mr. Day,
12,893 shares; Mr. Harrison, 5,378 shares; Mr. Kissinger,
9,988 shares; Mr. Lackey, 13,728 shares; Mr. Latiolais,
98,163 shares; Ms. McDonald, 3,723 shares; Mr. Moffett,
403,043 shares; Mr. Putnam, 13,728 shares; Mr. Rankin, 13,728
shares; Dr. Wharton, 5,378 shares; Mr. Arnold, 13,039
shares; Mr. Egan, 26,932 shares; Mr. King, 19,549 shares;
Mr. Wohleber, 8,300 shares.
(2) Unless otherwise noted, the percentage is based on the shares
of Common Stock outstanding as of November 18, 1997.
(3) Based upon FRP's purchase as described in Item 4 above. As
the Administrative Managing General Partner and Managing
General Partner of FRP, FTX and FMRP share voting and
dispositive power with respect to all of the shares that FRP
acquired.
(4) Represents amounts as of October 10, 1997.
(5) Includes 310,000 shares held by a limited partnership with
respect to which Mr. Bruce shares voting and investment
power.
(6) Includes 10,000 shares held by accounts and funds managed by
affiliates of a corporation in which Mr. Day is the chief
executive officer and a stockholder with respect to which he
shares voting and investment power but as to which he
disclaims beneficial ownership.
Page 13 of 14 Pages
(7) Includes 120 shares owned by Mr. Harrison's wife.
(8) Includes 3,643 shares held in a retirement trust for the
benefit of Mr. Lackey.
(9) Includes 21,464 shares held for the benefit of a trust with
respect to which Mr. Moffett as a co-trustee shares voting
and investment power but as to which he disclaims beneficial
ownership and 363,964 shares held by a limited liability
company with respect to which Mr. Moffett shares voting and
investment power.
(10) Includes 323 shares held by a charitable trust with respect
to which Mr. Putnam, as co-trustee, shares voting and
investment power but as to which he disclaims beneficial
ownership.
(11) Includes 34,836 shares with respect to which Mr. Rankin has
sole voting and investment power under a power of attorney
but as to which he disclaims beneficial ownership.
(12) Includes 1,252 shares held by Dr. Wharton's wife and 677
shares held by Dr. Wharton as custodian for his daughters.
(c) The only transactions that were effected during the past
sixty days by the persons named in (a) and (b) above are described
in Item 4 above.
(d) No other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds
from the sale of, Common Stock of MOXY.
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
See response to Item 4.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement dated October 17, 1997 among
FRP, FTX and FMRP. Incorporated by reference to
Exhibit 1 to the Schedule 13D regarding MOXY
securities ownership filed on October 17, 1997 (the
"MOXY Schedule 13D").
2. Standby Purchase Agreement dated July 14, 1997
between MOXY and FRP. Incorporated by reference to
Annex II of Schedule 14A of MOXY dated September 5,
1997 (the "Schedule 14A").
3. Master Agreement dated July 14, 1997 between MOXY
and FRP. Incorporated by reference to Annex I of
Schedule 14A.
4. Form of Participation Agreement to be entered into
between MOXY and FRP. Incorporated by reference to
Annex IV of Schedule 14A.
Page 14 of 14 Pages
SIGNATURE
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.
Date: November 24, 1997
Freeport-McMoRan Resource Partners,
Limited Partnership
By: Freeport-McMoRan Inc.
Its Administrative
Managing General Partner
By: /s/Michael C. Kilanowski, Jr.
Michael C. Kilanowski, Jr.
Secretary
Freeport-McMoRan Inc.
By: /s/Michael C. Kilanowski, Jr.
Michael C. Kilanowski, Jr.
Secretary
FMRP Inc.
By: /s/Michael C. Kilanowski, Jr.
Michael C. Kilanowski, Jr.
Secretary
