UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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)
October 9, 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 18 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..............18,303,102
Shares Bene-
ficially 8) Shared Voting Power............ 0
Owned by
Each Reporting 9) Sole Dispositive Power.........18,303,102
Person
With 10) Shared Dispositive Power...... 0
11) Aggregate Amount Beneficially Owned by each
Reporting Person.............................18,303,102
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares......................
13) Percent of Class Represented by Amount
in Row 11.................................... 30%*
14) Type of Reporting Person (See Instructions).. PN
*Assuming the FRP Purchase Option (as described in Item 4) is
fully exercised following the Issuer's rights offering.
Page 3 of 18 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........... 18,303,102
Owned by
Each Reporting 9) Sole Dispositive Power......... 0
Person
With 10) Shared Dispositive Power......18,303,102
11) Aggregate Amount Beneficially Owned by each
Reporting Person.............................18,303,102
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares......................
13) Percent of Class Represented by Amount
in Row 11.................................... 30%*
14) Type of Reporting Person (See Instructions).. CO
*Assuming the FRP Purchase Option (as described in Item 4) is
fully exercised following the Issuer's rights offering.
Page 4 of 18 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............18,303,102
Owned by
Each Reporting 9) Sole Dispositive Power......... 0
Person
With 10) Shared Dispositive Power......18,303,102
11) Aggregate Amount Beneficially Owned by each
Reporting Person.............................18,303,102
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares......................
13) Percent of Class Represented by Amount
in Row 11.................................... 30%*
14) Type of Reporting Person (See Instructions).. CO
*Assuming the FRP Purchase Option (as described in Item 4) is
fully exercised following the Issuer's rights offering.
Page 5 of 18 Pages
Item 1. Security and Issuer.
This Schedule 13D 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 18 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
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.
Page 7 of 18 Pages
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 18 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 18 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 18 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.
If FRP acquires shares of common stock of MOXY pursuant
to the Standby Purchase Agreement as described in Item 4
below, FRP will use funds from working capital and existing
credit facilities.
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"), is entitled to
receive 2.0212 Rights for each share of Common Stock held as
of such time. The number of Rights distributed by MOXY to
each record holder of Common Stock will be rounded up to the
Page 11 of 18 Pages
nearest whole number and no fractional Rights or cash in
lieu thereof will be distributed or paid by MOXY. Rights
holders (the "Holders") may purchase one share of Common
Stock for each Right held. Each Right also carries the
right to subscribe (the "Oversubscription Privilege") at the
Subscription Price for a pro rata portion (based on the
number of Rights so exercised) of the shares of Common
Stock, if any, that are not subscribed for through the
exercise of the Rights. The offering by MOXY of the shares
of Common Stock purchasable upon exercise of the Rights,
including the Oversubscription Privilege, is referred to
herein as the "Rights Offering." An aggregate of
approximately 28.6 million Rights exercisable to purchase an
aggregate of approximately 28.6 million shares of Common
Stock have been distributed in connection with the Rights
Offering.
On July 14, 1997, MOXY entered into an agreement with
FRP pursuant to which, subject to completion of the Rights
Offering, MOXY will acquire 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 $26
million, subject to adjustment, and repay all of the
indebtedness incurred by MOXY under the MOXY/MCN Program.
The MOXY/MCN Program will then be terminated and MOXY and
FRP will enter into an aggregate $200 million multi-year
exploration program (the "MOXY/FRP Exploration Program").
MOXY also has entered into a standby purchase agreement
(the "Standby Purchase Agreement") with FRP pursuant to
which, subject to certain conditions, FRP has provided a
standby commitment (the "Standby Commitment") to purchase
for the Subscription Price all of the shares of Common
Stock that are not purchased by Holders in the Rights
Offering, pursuant to which FRP may acquire as much as 67%
of the outstanding Common Stock if no Rights are exercised.
FRP will receive a $6 million fee for the Standby
Commitment, acquiring and holding the MCN Producing
Properties for resale to MOXY and entering into the MOXY/FRP
Exploration Program. FRP also has the option to purchase
additional shares of Common Stock so that if following the
Rights Offering it has not acquired 30% of the outstanding
Common Stock pursuant to the Standby Commitment, if may
acquire at the Subscription Price such additional shares of
Common Stock as are necessary to provide it with up to a 30%
ownership position in MOXY (the "FRP Purchase Option").
Based on the number of shares of Common Stock outstanding as
of October 10, 1997 and the number of shares expected to be
issued in the Rights Offering, the FRP Purchase Option
relates up to 18,303,102 shares of Common Stock.
The Rights Offering will expire at 5:00 p.m., New York
City time, on November 13, 1997, unless extended by MOXY
(subject to FRP's consent) from time to time, provided that
the expiration date will in no event be later than December
12, 1997.
The Rights Offering, together with the Standby
Commitment and FRP Purchase Option, is part of a
Page 12 of 18 Pages
comprehensive plan to recapitalize MOXY to enable it to
enter into the MOXY/FRP Exploration Program, purchase the
MCN Producing Properties and repay indebtedness incurred
under the MOXY/MCN Program. The Standby Purchase Agreement
requires FRP to purchase all of the shares of Common Stock
that are not purchased by Holders in the Rights Offering.
If Holders do not exercise a significant number of Rights
and FRP purchases a significant number of shares of Common
Stock pursuant to the Standby Commitment or FRP Purchase
Option, FRP may acquire the power to control or
significantly influence the management of the Company.
At a special meeting of MOXY's stockholders on October
9, 1997, MOXY's stockholders approved the Rights Offering,
the Standby Commitment, the FRP Purchase Option, purchase of
the MCN Producing Properties and the MOXY/FRP Exploration
Program.
Upon completion of the Rights Offering and the
transactions contemplated by the Standby Purchase Agreement,
MOXY and FRP will enter into a stockholder agreement (the
"Stockholder Agreement") pursuant to which MOXY (i) will
implement certain corporate governance provisions designed
to protect the other stockholders of MOXY, (ii) will grant
to FRP the right to elect a certain number of directors if
it owns more than 10% but less than a majority of the
outstanding Common Stock and (iii) will grant certain
registration rights with respect to the shares of Common
Stock that are purchased by FRP pursuant to the Standby
Purchase Agreement. The Stockholder Agreement will
terminate (i) at such time as FRP no longer beneficially
owns 10% or more of the Common Stock or (ii) by mutual
written agreement of FRP and MOXY.
Pursuant to the Stockholder Agreement MOXY will agree
at all times to have at least two independent directors and
maintain the independent committee (the "Independent
Committee"). Until the date on which FRP ceases to
beneficially own at least 10% of the outstanding Common
Stock, MOXY shall not take any of the following actions
without the approval of the Independent Committee: (a)
repurchase any outstanding shares of Common Stock; (b) enter
into (i) any sale, lease, transfer or other disposition by
MOXY of any of its properties or assets to, (ii) any
purchase of property or assets by MOXY from, (iii) any
investment by MOXY in, (iv) any agreement by MOXY with or
for the benefit of, or (v) any other transaction with one or
more of its affiliates, that involves aggregate payments in
excess of $5 million; (c) enter into any "Rule 13e-3
transaction" within the meaning of Rule 13e-3 under the
Exchange Act; (d) amend, modify or grant any waiver under
MOXY's preferred rights agreement, the participation
agreement to be entered into between FRP and MOXY in
connection with the MOXY/FRP Exploration Program, or the
stockholder agreement; or (e) in connection with any merger
or business combination involving MOXY and a third party,
treat FRP and the other stockholders on other than
equivalent terms. If the Independent Committee approves an
amendment or modification, the Stockholder Agreement may be
amended or modified by the Board without stockholder
Page 13 of 18 Pages
approval.
Until the date on which FRP ceases to own, directly or
indirectly, at least 10% of the outstanding voting stock of
MOXY, FRP shall not take either of the following actions
without the approval of the Independent Committee: (i)
purchase, acquire, agree to acquire or offer to acquire
beneficial ownership of any additional shares of Common
Stock (other than through open-market purchases that do not
constitute a Rule 13e-3 transaction within the meaning of
Rule 13e-3 under the Exchange Act), or (ii) enter into,
propose to enter into, solicit or support any merger or
business combination or similar transaction involving FRP
and MOXY.
Any shares of Common Stock acquired by FRP pursuant to
the Standby Commitment or the FRP Purchase Option will be
"restricted" securities within the meaning of the Securities
Act of 1933, as amended (the "Securities Act"), and cannot
be sold publicly for a period of time without registration
under the Securities Act. Pursuant to the Stockholder
Agreement, FRP will be entitled to demand registration
rights with respect to any shares of Common Stock that it
owns; provided that FRP registers no less than 10% of the
outstanding Common Stock pursuant to each such registration
and that MOXY not be required to effect more than one such
registration in any 12-month period nor more than three such
registrations in the aggregate. In addition, if the Company
proposes to register any Common Stock under the Securities
Act in connection with a public offering, FRP may require
MOXY to include all or a portion of the shares owned by FRP
at that time. MOXY has agreed to pay all the expenses of
any registration under the Stockholder Agreement, other than
underwriters' discounts and commissions, and to indemnify
FRP for certain liabilities in connection with any such
registration.
Neither FRP, FTX nor FMRP has any plans or proposals
that relate to or that would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule
13D, except as set forth above.
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 October 10,
1997 and all shares shown are held with sole voting and
dispositive power.
Page 14 of 18 Pages
No. of Shares Percentage
Beneficially of Outstanding
Name of Beneficial Owner Owned (1) Common Stock (2)
------------------------ ------------- ----------------
FRP 18,303,102(3) (4)
FTX 18,303,102(3) (4)
FMRP 18,303,102(3) (4)
Richard C. Adkerson 163,172 1.2%
Robert W. Bruce III 371,388(5) 2.6%
Robert A. Day 38,403(6) *
William B. Harrison, Jr. 5,798(7) *
Henry A. Kissinger 35,468 *
Bobby Lee Lackey 18,493(8) *
Rene L. Latiolais 115,159 *
Gabrielle K. McDonald 3,723 *
James R. Moffett 788,471(9) 5.6%
George Putnam 15,401(10) *
B.M. Rankin, Jr. 253,784(11) 1.8%
J. Taylor Wharton 24,575(12) *
Michael J. Arnold 23,039 *
Thomas J. Egan 27,475 *
W. Russell King 23,093 *
Robert M. Wohleber 8,470 *
______________
* 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 October 10, 1997.
(3) Based upon the FRP Purchase Option as described in Item 4
above. As the Administrative Managing General Partner and
Page 15 of 18 Pages
Managing General Partner of FRP, FTX and FMRP would share
voting and dispositive power with respect to any shares that
FRP would acquire pursuant to the FRP Purchase Option.
(4) Assuming that FRP does not acquire any shares pursuant to
the Standby Commitment, these shares will represent 30% of
the outstanding MOXY Common Stock following the Rights
Offering as described in Item 4 above.
(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.
(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.
Page 16 of 18 Pages
1. Joint Filing Agreement dated October 17, 1997
among FRP, FTX and FMRP.
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. Stockholder Agreement to be entered into between
MOXY and FRP. Incorporated by reference to Annex
III of Schedule 14A.
5. Form of Participation Agreement to be entered into
between MOXY and FRP. Incorporated by reference
to Annex IV of Schedule 14A.
Page 17 of 18 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: October 17, 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
Page 18 of 18 Pages
Exhibit 1
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to
the joint filing with all other Reporting Persons (as such term
is defined in the Schedule 13D referred to below) of a statement
on Schedule 13D or any amendments thereto, with respect to the
Common Stock, $.01 par value, of McMoRan Oil & Gas Co. and that
this Joint Filing Agreement be included as an exhibit to such
filing.
IN WITNESS WHEREOF, the undersigned hereby execute this
Joint Filing Agreement on the 17th day of October, 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
